CENTURY PACIFIC HOUSING FUND I
1 EAST STOW ROAD
MARLTON, NJ 08053
March 30, 2006
Mr. Steven Jacobs
United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 4561
Washington, DC 20549
SENT VIA US MAIL AND FACSIMILE
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RE: CENTURY PACIFIC HOUSING FUND I
FORM 10-K FOR THE YEAR ENDED MARCH 31, 2005
FILED FEBRUARY 13, 2006
FILE NO. 033-11194
Dear Mr. Jacobs:
We are responding to the letter dated March 7, 2006 from the United States
Securities and Exchange Commission regarding the above referenced filing.
Form 10-K for the year ended March 31, 2005
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Notes to the Financial Statements, pages F-7 - F-14
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Note 4. Transactions with the General Partners and Affiliates of the General
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Partners, pages F-9 - F10
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1. Please tell us why supervisory and partnership management fees have not been
recognized on the statement of operations.
Response:
The supervisory and partnership management fees detailed in footnote 4 included
both the fees of Century Pacific Housing Fund I (the Partnership) and also the
fees of the Operating Partnerships in which the Partnership originally invested.
Accordingly, the expenses reflected in the Partnership's statements of
operations pertained only to the Partnership. The footnote was provided for full
disclosure purposes to encompass the fees from both the Partnership and the
Operating Partnerships.
Mr. Steven Jacobs
March 30, 2006
Page 2
Since this disclosure may be confusing, for future financial statement
presentation, the disclosure will be modified for clarification. Our intended
presentation for future filings would disclose, for example, the following:
2006 2005 2004
-------- ------- -------
Fees and reimbursement from the Partnership:
Reimbursement for overhead allocated from
Century Pacific Equity Corporation (CPEC) XX,XXX 60,000 60,000
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Fees and reimbursement from the Operating:
Partnerships:
Supervisory management fee (CPCC and CPRC) XX,XXX 47,903 65,178
Partnership management fee (CPCC and CPRC) XXX,XXX 151,704 163,992
-------- ------- -------
XXX,XXX 199,607 229,170
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Note 5. Investments in Limited Partnerships, pages F-11 - F-13
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2. We note the sale of four partnerships in 2004 and one partnership in 2003.
Please tell us what consideration you gave to classifying the net gains on sales
of these partnerships and the related operations as "discontinued operations" on
the statement of operations. Additionally, we note from your disclosure on page
7 that "management is aware of the intentions of the general partners to sell
the investment properties in the near future." Please tell us what consideration
you gave to evaluating these properties for impairment under SFAS 144 and
classifying them as held for sale on the balance sheet.
Response:
The Partnership's business is to invest primarily in other limited partnerships
(Operating Partnerships) that are organized for the purpose of either
constructing or acquiring and operating existing affordable multi-family rental
apartments. The Partnership is a limited Partner in Operating Partnerships which
own the properties. The Partnership uses the equity method to account for its
investment in the Operating Partnerships. At December 31, 2005 and 2004, the
Partnership's equity in net operating losses in these Operating Partnerships
exceeded the investment balance. Consequently, the investment balances have been
reduced to zero.
Based on a review of SFAS 144, the Partnership concluded that presentation of
discontinued operations on the statement of operations presented in Note 5 was
not required for these investments, since SFAS 144 does not apply to
"...investments in equity securities accounted for under the cost or equity
method." (ref. SFAS 144, para 5). The disclosure provided for 2005 and 2004 was
based on the audited financial statements of the properties in which the
Operating Partnerships have invested.
Mr. Steven Jacobs
March 30, 2006
Page 3
The Partnership believed that the disclosure provided in Note 5 was in
accordance with the requirements of APB 30, paragraph 20 (d).
As stated on page 7, "management is aware of the intentions of the general
partners to sell the investment properties in the near future." The "general
partners" referred to are of the Operating Partnerships. Since the Partnership
does not control property disposition decisions, it did not believe that it was
in a position to evaluate these properties for impairment under SFAS 144 nor to
classify them as held for sale on the balance sheet in Note 5. In terms of the
Partnership's carrying value of its investments in properties, since such
investments have all been reduced to zero, it was felt that an impairment review
at the Partnership level was not deemed necessary.
In connection with responding to your comments, it is acknowledged that:
o the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
o staff comments or changes to disclosure in response to staff comments
do not foreclose the Commission from taking any action with respect to
the filings; and
o the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Sincerely,
/s/ James V. Bleiler
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Mr. James V. Bleiler
Chief Financial Officer
JVB:cah
cc: Michael D. Byrnes, CPA
Asher & Company, Ltd.