10-Q 1 w72391e10vq.htm FORM 10-Q Form 10-Q
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended December 31, 2007
Commission file number 33-11194
CENTURY PACIFIC HOUSING FUND-I
(Exact name of registrant as specified in its charter)
     
California
(State of other jurisdiction of
incorporation of organization)
  95-3938971
(I.R.S. Employer
Identification Number)
     
1 E. Stow Road
Marlton, NJ
(Address of principal executive offices)
  08053
(Zip Code)
(856) 596-3008
(Registrant’s telephone number, including area code)
No change
(Former name or former address, changed since last report)
Indicate by a check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes  þ          No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer o  Non-accelerated filer þ
(Do not check if a smaller reporting company)
Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  o          No  þ
 
 

 


 

CENTURY PACIFIC HOUSING FUND I
TABLE OF CONTENTS
                 
            Page
       
 
       
PART I  
FINANCIAL INFORMATION
       
       
Item 1 Financial Statements
    3  
       
Item 2 Management’s Discussion and Analysis Of Financial Condition and Results of Operations
    13  
       
Item 3 Quantitative and Qualitative Disclosures About Market Risk
    16  
       
Item 4 Controls and Procedures
    16  
       
 
       
PART II  
OTHER INFORMATION
       
       
Item 1 Legal Proceedings
    16  
       
Item 1a Material Changes in Risk Factors
    16  
       
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
    16  
       
Item 3 Defaults Upon Senior Securities
    16  
       
Item 4 Submission of Matters to a Vote of Security Holders
    16  
       
Item 5 Other Information
    16  
       
Item 6 Exhibits and Reports on Form 8-K
    16  
       
 
       
SIGNATURES        
       
 
       
CERTIFICATIONS        
       
 
       
EXHIBITS        
       
 
       
Certification Pursuant to 15 U.S.C. Section 7241        
Certification Pursuant to 15 U.S.C. Section 7241        
Certification Pursuant to 18 U.S.C. Section 1350        
Certification Pursuant to 18 U.S.C. Section 1350        

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PART I FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
CENTURY PACIFIC HOUSING FUND-I
BALANCE SHEETS
                 
    December 31,     March 31,  
    2007     2007  
    (Unaudited)     (Audited)  
 
               
ASSETS
               
Receivable from Related Parties (Note 4)
  $ 4,934     $ 4,934  
Less: Allowance for Doubtful Accounts
    (4,934 )     (4,934 )
 
           
 
    0       0  
 
               
Investments in Limited Partnerships (Note 5)
    0       0  
 
           
 
  $ 0     $ 0  
 
           
 
               
LIABILITIES AND PARTNERS’ DEFICIT
               
 
               
Accounts Payable and Accrued Expenses
  $ 10,800     $ 10,800  
Advance From Affiliate (Note 4)
    62,455       62,455  
Amounts Payable to Related Parties (Note 4)
    1,429,072       1,384,072  
 
           
 
    1,502,327       1,457,327  
 
           
 
               
Commitments and Contingencies
               
 
               
Partners’ Deficit, per accompanying, statement
               
General Partners
    (408,769 )     (407,869 )
Limited Partners, $1,000 stated value per unit, 50,000 units authorized, 22,315 units issued and outstanding
    (1,093,558 )     (1,049,458 )
 
           
 
    (1,502,327 )     (1,457,327 )
 
           
 
  $ 0     $ 0  
 
           
The accompanying notes are an integral part of these financial statements.

3


 

CENTURY PACIFIC HOUSING FUND-I
STATEMENTS OF OPERATIONS
(Unaudited)
                                 
    Three Months Ended     Nine Months Ended  
    December 31,     December 31,  
    2007     2006     2007     2006  
 
                               
Expenses:
                               
General and Administrative (Note 4)
  $ 15,000     $ 15,000     $ 45,000     $ 45,000  
Equity in Net Losses of Operating Partnerships (Note 5)
    0       0       0       0  
 
                       
 
    15,000       15,000       45,000       45,000  
 
                       
Net Loss
  $ (15,000 )   $ (15,000 )   $ (45,000 )   $ (45,000 )
 
                       
Allocation of Net Loss
                               
General Partners
  $ (300 )   $ (300 )   $ (900 )   $ (900 )
Limited Partners
    (14,700 )     (14,700 )     (44,100 )     (44,100 )
 
                       
 
  $ (15,000 )   $ (15,000 )   $ (45,000 )   $ (45,000 )
 
                       
Net Loss Per Unit of Limited Partnership Interest
  $ (.66 )   $ (.66 )   $ (1.98 )   $ (1.98 )
 
                       
Average Number of Units Outstanding
    22,315       22,315       22,315       22,315  
 
                       
The accompanying notes are an integral part of these financial statements.

4


 

CENTURY PACIFIC HOUSING FUND-I
STATEMENT OF PARTNERS’ DEFICIT
December 31, 2007
(Unaudited)
                         
    General     Limited        
    Partners     Partners     Total  
Balance at March 31, 2007
  $ (407,869 )   $ (1,049,458 )   $ (1,457,327 )
Net Loss
    (900 )     (44,100 )     (45,000 )
 
                 
Partners’ Deficit at December 31, 2007
  $ (408,769 )   $ (1,093,558 )   $ (1,502,327 )
 
                 
Percentage Interest December 31, 2007
    2 %     98 %     100 %
 
                 
The accompanying notes are an integral part of these financial statements.

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CENTURY PACIFIC HOUSING FUND-I
STATEMENTS OF CASH FLOWS
(Unaudited)
                 
    Nine Months Ended  
    December 31,  
    2007     2006  
 
Cash Flow From Operating Activities:
               
Net Loss
  $ (45,000 )   $ (45,000 )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
               
Increase in payable to related parties
    45,000       45,000  
 
           
Net Cash Provided by (Used in) Operating Activities
  $ 0     $ 0  
 
           
Net Increase/(Decrease) in Cash
  $ 0     $ 0  
Cash at Beginning of Period
    0       0  
 
           
Cash at End of Period
  $ 0     $ 0  
 
           
The accompanying notes are an integral part of these financial statements.

6


 

CENTURY PACIFIC HOUSING FUND-I
A California Limited Partnership
DECEMBER 31, 2007
NOTES TO FINANCIAL STATEMENTS
NOTE 1 — DESCRIPTION OF THE PARTNERSHIP AND ITS ORGANIZATION:
Century Pacific Housing Fund I, a California limited partnership (the “Partnership” or “CPHF-I”) was formed on October 6, 1986 for the purpose of raising capital by offering and selling limited partnership interests and then acquiring limited partnership interests in partnerships (the “Operating Partnerships”) which acquire and operate existing residential apartment rental properties (the “Properties”).
The general partners of the Partnership are Century Pacific Capital Corporation, a California corporation (“CPCC”), and Irwin Jay Deutch, an individual (collectively, the “General Partners”). The General Partners and affiliates of the General Partners (the “General Partners and Affiliates”) have interests in the Partnership and receive compensation from the Partnership and the Operating Partnerships (Note 4).
The Properties qualify for the “Low-Income Housing Tax Credit” established by Section 42 of the Tax Reform Act of 1986 (the “Low-Income Housing Tax Credit”) and one Property qualifies for Historic Rehabilitation Tax Credits (collectively the “Tax Credits”). These Properties are leveraged low-income multifamily residential complexes and some receive one or more forms of assistance from federal, state or local governments, or agencies (the “Government Agencies”) while others do not receive any subsidy from Government Agencies although some may have mortgage loans insured by a Government Agency.
In July 1987, the Partnership began raising capital from sales of limited partnership interests at $1,000 per interest (“unit”). The limited partnership offering closed in April 1988, with 22,315 units having been sold.
The Partnership originally acquired limited partnership interests ranging from 90% to 99% in 21 Operating Partnerships, which invested in rental property. At December 31, 2007, the Partnership owns investments in 2 of these Operating Partnerships. Further, the Partnership has suffered recurring operating losses, has no cash resources, has not received Operating Partnership distributions, and has had a continuing deficit partners’ capital through December 31, 2007. Due to these factors, the General Partner is evaluating a course of action to pursue for the Partnership.
Upon dissolution of the Partnership, the Partnership assets or proceeds, if any, shall be first used to satisfy the Partnership debts and liabilities and the balance, if any, shall be distributed among the Partners in accordance with the Partnership Agreement.
Basis of Presentation
The accompanying unaudited financial statements of Century Pacific Housing Fund I as of December 31, 2007 and March 31, 2007 (the March 31, 2007 financial information included herein has been extracted from the Partnership’s audited financial statements on Form 10-K) and for the three and nine months ended December 31, 2007 and 2006 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Exchange Act of 1934. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete

7


 

CENTURY PACIFIC HOUSING FUND-I
A California Limited Partnership
DECEMBER 31, 2007
NOTES TO FINANCIAL STATEMENTS
financial statements. In the opinion of the Partnership’s management, all adjustments (consisting of only normal recurring adjustments) considered necessary to fairly present the financial statements have been made.
The statements of operations for the three and nine months ended December 31, 2007 and 2006 are not necessarily indicative of the results that may be expected for the entire year. These statements should be read in conjunction with the financial statements and related notes thereto included on form 10-K for the years ended March 31, 2007 and 2006.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The following are the Partnership’s significant accounting policies:
Receivables:
The Partnership reviews the collectibility of receivables and adjusts its allowance for doubtful accounts accordingly.
Investments in Operating Partnerships:
The Partnership uses the equity method to account for its investments in the Operating Partnerships in which it has invested (Note 5).
Under the equity method of accounting, the investment is carried at cost and adjusted for the Partnership’s share of the Operating Partnerships’ results of operations and by cash distributions received. Equity in the loss of each Operating Partnership allocated to the Partnership is not recognized to the extent that the investment balance would become negative. Costs paid by the Partnership for organization of the Operating Partnerships as well as direct costs of acquiring properties, including acquisition fees and reimbursable acquisition expenses paid to the General Partner, have been capitalized as investments in Operating Partnerships.
Basis of Accounting:
The Partnership maintains its financial records on the tax basis. Memorandum entries, while not recorded in the records of the Partnership, have been made in the financial statements to reflect accounting principles generally accepted in the United States of America.
The Partnership fiscal year end is March 31, and the Operating Partnerships have a calendar year end. The Partnership, as well as the Operating Partnerships, has a calendar year for income tax purposes.
Estimates and Assumptions:
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

8


 

CENTURY PACIFIC HOUSING FUND-I
A California Limited Partnership
DECEMBER 31, 2007
NOTES TO FINANCIAL STATEMENTS
Syndication Costs:
Public offering costs have been recorded as a direct reduction to the capital accounts of the Limited Partners.
Income Taxes:
No provision has been made for income taxes in the accompanying financial statements since such taxes and/or the recapture of the Low Income Housing Tax Credit benefits received, if any, are the liability of the individual partners. The Partnership uses the accrual method of accounting for tax purposes.
Net Loss per Unit of Limited Partnership Interest:
Net loss per unit of limited partnership interest is calculated based upon the weighted average number of units of limited partnership interest (units) outstanding.
NEW ACCOUNTING PRONOUNCEMENTS
In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes the framework for measuring fair value, and expands disclosures required for fair value measurements. In February 2008, the FASB issued FASB Staff Position No. 157-2, which deferred the effective date of FASB 157 for all non-financial assets and non-financial liabilities, except for those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually) for years beginning after November 1, 2008. For FASB 157, the Partnership does not expect any significant changes to the financial accounting and reporting as a result of this new accounting standard with respect to financial assets and liabilities. The Partnership is still in the process of evaluating FASB 157-2 with respect to its effect on non-financial assets and non-financial liabilities.
In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS No. 159”). SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. The Partnership does not expect any significant changes to the financial accounting and reporting as a result of this new accounting standard.
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (revised 2007), Business Combinations (“SFAS No. 141R”). The objective of SFAS No. 141R is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. The Partnership does not expect any significant changes to the financial accounting and reporting as a result of this new accounting standard.

9


 

CENTURY PACIFIC HOUSING FUND-I
A California Limited Partnership
DECEMBER 31, 2007
NOTES TO FINANCIAL STATEMENTS (Continued)
In December 2007, the FASB also issued Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51 (“SFAS No. 160”). The objective of SFAS No. 160 is to improve the relevance, comparability and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. The Partnership does not expect any significant changes to the financial accounting and reporting as a result of this new accounting standard. In March 2008, the FASB issued SFAS 161, “Disclosures about Derivative Instruments and Hedging Activities”, an amendment of SFAS 133. SFAS 161 changes the disclosure requirements for derivative instruments and hedging activities. This statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Partnership does not expect any significant changes to the financial accounting and reporting as a result of the new accounting standard.
In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles: (“SFAS 162”). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with U.S. GAAP. SFAS 162 will become effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” The Partnership does not expect any significant changes to the financial accounting and reporting as a result of this new accounting standard.
NOTE 3 — GOING CONCERN
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Partnership as a going concern. The Partnership’s Operating Partnerships have not achieved the operating results required to provide the Partnership with sufficient cash distributions to fund the Partnership’s administrative costs. Additionally, as of December 31, 2007, the Partnership has incurred allocated losses from all of its Operating Partnerships to the extent of the Partnership’s cash contributions. As a result of the foregoing, the Partnership is dependent upon the general partners and affiliates for continued financial support.
Management maintains that the general partners and affiliates, though not required to do so, will continue to fund current operations by deferring payment to related parties of allocated overhead expenses, and by funding any Partnership operating costs. Unpaid allocated overhead expenses will accrue and become payable when the Operating Partnerships either generate sufficient cash distributions to the Partnership to cover such expenses or when the Operating Partnerships are sold. At the present time, management is aware that the General Partners of the Operating Partnerships are making a conscious effort to sell these properties. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

10


 

CENTURY PACIFIC HOUSING FUND-I
A California Limited Partnership
DECEMBER 31, 2007
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE 4 — TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES OF THE GENERAL PARTNERS:
The General Partners of the Partnership are CPCC and Irwin Jay Deutch. The original limited partner of the Partnership is Westwood Associates whose partners are Irwin Jay Deutch, key employees and former key employees of CPCC. Century Pacific Placement Corporation (“CPPC”), an affiliate of the General Partners, served as the broker-dealer-manager for sales of limited partnership interests in the Partnership. Century Pacific Realty Corporation (“CPRC”), an affiliate of CPCC, is a limited partner in one of the Operating Partnerships. Century Pacific Equity Corporation (“CPEC”), an affiliate, is reimbursed by the Partnership for certain overhead allocations.
The General Partners have an aggregate one percent interest in the Partnership, as does the original limited partner. CPRC has a 1% ownership interest in one of the Operating Partnerships.
The General Partners and Affiliates receive compensation and reimbursement of expenses from the Partnership, as set forth in the limited partnership agreement, for their services in managing the Partnership and its business. The General Partners and Affiliates also receive compensation and reimbursement of expenses from the Operating Partnerships. This compensation and reimbursement includes services provided to the Partnership during its offering stage, acquisition stage, operational stage, and termination or refinancing stage.
At December 31, 2007 and March 31, 2007, amounts payable to related parties totaling $1,429,072 and $1,384,072, respectively, consist of fees and certain general and administrative costs accrued as an unsecured non-interest bearing payable by the Partnership to the general partners and affiliates. Such fees and allocated costs have been deferred until the Partnership has sufficient cash to pay them.
Receivable from related parties of $4,934 at December 31, 2007 and March 31, 2007 represents unsecured cash advances to several of the Operating Partnerships. An allowance for doubtful accounts exists for this amount.
At December 31, 2007 and March 31, 2007, CPRC was owed $62,455 for unsecured, non-interest bearing, demand cash advances to the Partnership.
The general partners may advance funds to the Partnership to fund operating deficits, but are not obligated to do so. All such loans shall be repaid prior to any distributions of net cash flow. At December 31, 2007 and March 31, 2007, the Partnership had no outstanding advances due to the general partners.
As of December 31, 2007, a third-party buyer has entered into a conditional contract to acquire CPEC, CPCC, CPRC, and their affiliated companies and partnerships from Deutch’s family trust. The sale is anticipated to occur in 2009.

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CENTURY PACIFIC HOUSING FUND-I
A California Limited Partnership
DECEMBER 31, 2007
NOTES TO FINANCIAL STATEMENTS
NOTE 5 — INVESTMENTS IN LIMITED PARTNERSHIPS:
At March 31, 2007, the Partnership owned limited partnership interests in 6 Operating Partnerships which had investments in 6 multi-family rental properties. Four of these properties were sold in 2007. See also Note 6 for subsequent event sale of the two remaining properties.
The Partnership’s equity in net operating losses in Operating Partnerships has exceeded the investment balance. Consequently, the investment balances have been reduced to zero in accordance with the equity method of accounting.
The names and locations of the Properties in which the Operating Partnerships hold beneficial interests at December 31, 2007 are as follows:
                 
Name of              
Operating Partnership   Property Name   Units   Location
 
Century Pacific Housing Partnership-V (CPHP-V)
  Jaycee Towers     204     Dayton, Ohio
CPHP-X
  Bergen Circle     201     Springfield, Massachusetts
 
               
 
        405      
The following combined statements of operations are prepared in accordance with accounting principles generally accepted in the United States of America and summarize the operations of the Operating Partnerships for the three months ended December 31, 2007 and December 31, 2006 and for the nine months ended December 31, 2007 and December 31, 2006.
                                 
    Three Months Ended     Nine Months Ended  
    December 31,     December 31,  
    2007     2006     2007     2006  
Revenues
                               
Rental Income
  $ 784,794     $ 713,971     $ 2,257,370     $ 2,167,409  
Other
    151,733       40,698       454,490       112,706  
 
                       
 
    936,527       754,669       2,711,860       2,280,115  
Expenses
                               
Oper, Gen. & Adm.
    735,070       681,391       1,955,492       1,988,874  
Depreciation
    171,554       195,047       526,453       537,776  
Interest
    163,960       416,280       1,285,601       1,248,842  
 
                       
 
    1,070,584       1,292,718       3,767,546       3,775,492  
 
                       
 
                               
Operating Loss
    (134,057 )     (538,049 )     (1,055,686 )     (1,495,377 )
 
                               
Discontinued Operations
                               
Loss from Operations
    (161,593 )     (419,292 )     (1,217,250 )     (207,686 )
Gain from Property Dispositions
    1,674,961       847,949       6,801,820       973,839  
Gain from Debt Cancellation
    1,982,466       292,654       2,751,370       9,889,881  
 
                       
 
    3,495,834       721,311       8,335,940       10,656,034  
 
                       
Net Income/(Loss)
  $ 3,361,777     $ 183,262     $ 7,280,254     $ 9,160,657  
 
                       
In 2007, other revenue includes non-refundable deposits forfeited by a potential buyer of an Operating Partnership, Jaycee Towers, located in Dayton, Ohio, when the sale fell through.
In October 2007, an Operating Partnership, Holiday Heights, located in Fort

12


 

CENTURY PACIFIC HOUSING FUND-I
A California Limited Partnership
DECEMBER 31, 2007
NOTES TO FINANCIAL STATEMENTS
Worth, Texas, was sold for $2,500,000. Cash proceeds from the sale were used to satisfy obligations of the Operating Partnership.
In September 2007, two Operating Partnerships were sold. Windridge Apartments, located in Wichita, Kansas, was sold for $3,922,674. Gulfway Terrace, located in New Orleans, Louisiana, was sold for $3,500,000. Cash proceeds from these sales were used to satisfy obligations of the Operating Partnerships.
In April 2007, an Operating Partnership, Charter House, located in Dothan, Alabama, was sold for $2,000,000. Proceeds from the sale were used to satisfy obligations of the Operating Partnership.
In December 2006, an Operating Partnership, Coleman Manor, located in Baltimore, Maryland, was sold for $2,254,083. There were no cash proceeds resulting from the sale.
In June 2006, an Operating Partnership, Ascension Towers, located in Memphis, Tennessee, was sold for $3,015,000. Cash proceeds were used to satisfy obligations of the Operating Partnership.
NOTE 6 — SUBSEQUENT EVENTS
On October 31, 2008, the Partnership sold its interest in Jaycee Towers, an Operating Partnership, for nominal consideration to the general partners of the Operating Partnership. This transaction was entered into in accordance with the terms of the Agreement Regarding Century Pacific Housing Partnership XX and Century Pacific Housing Partnership V (“Agreement”).
On January 1, 2008, the Partnership withdrew as limited partner in Bergen Circle, an Operating Partnership. This transfer was entered into in accordance with the terms of the Amended and Restated Agreement and Certificate of Limited Partnership of Century Pacific Housing Partnership X (“Amendment”).
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
Results of Operations
Three months ended December 31, 2007 compared to three months ended December 31, 2006
For the three month periods ended December 31, 2007 and 2006, the Partnership recorded net losses of $15,000 and $15,000, respectively. The net losses are equal to the reimbursement paid to CPEC, an affiliate, for overhead allocations.
In accordance with the equity method of accounting for limited partnership interests, the Partnership does not recognize losses from investment properties when losses exceed the Partnership’s equity method basis in these properties. All of the Partnership’s investments have an equity method basis of zero at December 31, 2007.
The average occupancy level of the Operating Partnerships increased to approximately 95% from 79% for the three months ended December 31, 2007

13


 

and 2006, respectively. This is due primarily to the sale of the vacant property in 2007 located in New Orleans, Louisiana which sustained damage from Hurricane Katrina.
The majority of the properties owned by the Operating Partnerships are in a position of functional obsolescence and need substantial rehabilitation. The Operating Partnerships do not have the funds to address the growing deferred maintenance. Infusion of capital is necessary to keep the projects viable and maintain them as decent, safe and quality housing. Refinancing is not an option in view of the indebtedness on the properties surpassing their fair market value.
Nine months ended December 31, 2007 compared to nine months ended December 31, 2006
For the nine month periods ended December 31, 2007 and 2006, the Partnership recorded net losses of $45,000 and $45,000, respectively. The net losses are substantially equal to the reimbursement paid to CPEC, an affiliate, for overhead allocations.
In accordance with the equity method of accounting for limited partnership interests, the Partnership does not recognize losses from investment properties when losses exceed the Partnership’s equity method basis in these properties. All of the Partnership’s investments have an equity method basis of zero at December 31, 2007.
The average occupancy level of the Operating Partnerships increased to approximately 87% from approximately 82% for the nine months ended December 31, 2007 and 2006, respectively. This is due primarily to the sale of the vacant property in 2007 located in New Orleans, Louisiana which sustained damage from Hurricane Katrina.
The majority of the properties owned by the Operating Partnerships are in a position of functional obsolescence and need substantial rehabilitation. The Operating Partnerships do not have the funds to address the growing deferred maintenance. Infusion of capital is necessary to keep the projects viable and maintain them as decent, safe and quality housing. Refinancing is not an option in view of the indebtedness on the properties surpassing their fair market value.
Liquidity and Capital Resources
As of December 31, 2007, the Partnership’s portfolio consists of 2 properties. The Partnership has suffered recurring operating losses, has no cash resources, has not received Operating Partnership distributions, and has had a continuing deficit partners’ capital through December 31, 2007. Due to these factors, the General Partner is evaluating a course of action to pursue for the Partnership. The properties are located in 2 states and contain 405 residential units. The average occupancy level for all properties at December 31, 2007 was approximately 95% and most properties generated sufficient revenue to cover operating costs, debt service, and the funding of reserves.
The government restricts rental rate increases. A substantial amount of the revenue generated by these properties comes from rental subsidy payments made by federal or state housing agencies. These features, which are characteristic of all low-income housing properties, limit the pool of potential buyers for these real estate assets. As a limited partner of the Operating Partnerships, the Partnership does not control property disposition decisions, and management is aware of the intention of the General Partners of the Operating Partnerships to sell the investment properties in the near future.

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The Partnership is currently experiencing a liquidity problem. Under the Partnership Agreement, the Partnership is entitled to receive distributions of surplus cash from the Operating Partnerships, which is to provide the funds necessary for the Partnership to meet its operating costs. At the present time, the Operating Partnerships have not generated sufficient cash distributions to enable the Partnership to meet its current obligations. As a result of the foregoing, the Partnership has been dependent upon its affiliates and the General Partners for continued financial support to meet its expenses. Though there can be no assurance, management believes that affiliates and/or the General Partners, though not required to do so, will continue to fund operations of the Partnership and defer receipt of payment of allocated overhead administrative expenses and partnership management fees. Allocated administrative expenses paid or accrued to affiliates and the General Partners represent reimbursement of the actual cost of goods and materials used for or by the Partnership, salaries, related payroll costs and other administrative items incurred or allocated, and direct expenses incurred in rendering legal, accounting/bookkeeping, computer, printing and public relations services. Items excluded from the overhead allocation include overhead expenses of the General Partners, including rent and salaries of employees not specifically performing the services described above. Unpaid allocated administrative expenses and partnership management fees, an annual amount up to .5% of invested assets, will accrue for payment in future operating years.
Management believes the possibility exists that one or several Operating Partnerships may require additional capital, in addition to that previously contributed by the Partnership, to sustain operations. In such case, the source of the required capital needs may be from (i) limited reserves from the Partnership (which may include distributions received from the Operating Partnerships that would otherwise be available for distribution to partners), (ii) debt financing at the Operating Partnership level (which may not be available), or (iii) additional equity contributions from the general partner of the Operating Partnerships (which may not be available). There can be no assurance that any of these sources would be readily available to provide for possible additional capital requirements which may be necessary to sustain the operations of the Operating Partnerships. However, the Partnership is under no obligation to fund operating deficits of the Operating Partnerships in the form of additional contributions or loans.
Due to the uncertainty of the continuation of the Section 8 program, management has been forced to consider several options to prepare for the possible lack of subsidy income to the Operating Partnerships. The loss of subsidy income to the Operating Partnerships will make it more difficult for the Operating Partnerships to provide sufficient cash distributions to the Partnership. Management has identified the courses of action they will take as a result of the potential changes to the Section 8 program.
CRITICAL ACCOUNTING POLICIES
Management’s discussion and analysis of financial condition and results of operations are based upon our unaudited financial statements which have been prepared in accordance with accounting principles generally accepted in the United States. Such financial statement preparation requires management to make judgments and use estimates regarding significant accounting policies. We consider an accounting policy to be significant if it is important to our financial condition and results, and requires significant judgment and estimates on the part of management in its application. A summary of our significant accounting policies is included in Note 2 to our financial statements for the year ended March 31, 2007, which are included in the Form 10-K. Our significant accounting estimates and the related assumptions are evaluated periodically as conditions warrant, and changes to such estimates are

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recorded as new information or changed conditions require revision. Application of the critical accounting policies requires management’s significant judgments, often as the result of the need to make estimates for matters that are inherently uncertain. If actual results were to differ materially from the estimates made, the reported results could be materially affected. There have been no significant changes in the application of the critical accounting policies, or in the assumptions or estimates relating thereto, since March 31, 2007.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Due to the nature of our operations, we have concluded that there is no material market risk exposure and, therefore, no quantitative tabular disclosures are required.
ITEM 4. CONTROLS AND PROCEDURES
  (a)   Evaluation of Disclosure Controls and Procedures
 
      The Partnership’s Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Exchange Act Rules
 
      13a-15(e)and 15d-15(e)) as of the end of the period covered by this report. Based on that evaluation, they have concluded that the Partnership’s current disclosure controls and procedures are effective in timely providing them with material information relating to the Partnership required to be disclosed in the reports of the Partnership files or submits under the Exchange Act.
 
  (b)   Changes in Internal Controls
 
      During the period covered by this report, there have not been any significant changes in the Partnership’s internal controls or in other factors that could significantly affect these controls. There were no significant deficiencies or material weaknesses, and, therefore, no corrective actions were taken.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS — None
ITEM 1a. MATERIAL CHANGES IN RISK FACTORS — None
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS — None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES — None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS — None
ITEM 5. OTHER INFORMATION — None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
  (a)   Exhibits
 
      We have listed the exhibits by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K on the Exhibit list attached to this report.
 
  (b)   Reports on Form 8-K — None

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* * * SIGNATURE * * *
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: January 20, 2009
         
  CENTURY PACIFIC HOUSING FUND-I
a California limited partnership
 
 
  By: Century Pacific Capital Corporation,
a California Corporation
General Partner
 
 
  By:   /s/ Irwin J. Deutch    
    Irwin J. Deutch   
    President   

 


 

         
EXHIBITS
     
Exhibit    
Number   Description
 
   
31.1
  Certification Pursuant to 15 U.S.C. Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
 
   
31.2
  Certification Pursuant to 15 U.S.C. Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
 
   
32.1
  Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
 
   
32.2
  Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
 
  Filed herewith