UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarter Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarter ended June 30, 2002
Commission file number 33-11194
CENTURY PACIFIC HOUSING FUND-I
(Exact name of registrant as specified in its charter)
California 95-3938971
(state of other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification Number)
1925 Century Park East, Suite 1900 90067
Los Angeles, CA (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (800)262-8242
No Change
(Former name, former address and former fiscal year if 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 [x} No[ ]
1
CENTURY PACIFIC HOUSING FUND I
TABLE OF CONTENTS
Page
PART I FINANCIAL INFORMATION
Item 1 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.........................3
PART II OTHER INFORMATION....................................(Not Applicable)
2
CENTURY PACIFIC HOUSING FUND-I
BALANCE SHEET
(Unaudited)
June 30, March 31,
2002 2002
----------- -----------
ASSETS
Cash $ 522 $ 569
Receivable from Related Parties(Note 3) 4,934 4,934
Investments in Limited Partnerships
(Note 4) 0 0
----------- -----------
$ 5,456 $ 5,503
----------- -----------
LIABILITIES AND PARTNERS' EQUITY
Accounts Payable and Accrued Expenses 5,000 9,285
Advance From Affiliate 62,455 62,455
Amounts Payable to Related Parties
(Note 3) 1,099,818 1,080,533
----------- -----------
1,167,273 1,152,273
----------- -----------
Commitments and Contingencies
Partners' Equity, per accompanying
statement
General Partners (401,959) (401,658)
Limited Partners (759,858) (745,112)
----------- -----------
(1,161,817) (1,146,770)
----------- -----------
5,456 5,503
----------- -----------
The accompanying notes are an integral part of this statement.
6
CENTURY PACIFIC HOUSING FUND-I
STATEMENT OF INCOME
(Unaudited)
Three Months Ended
June 30,
2002 2001
------ ------
Revenues:
Interest Income $0 $0
Other Income 0 0
-------- --------
0 0
-------- --------
Expenses:
General and Administrative(Note 3) 15,047 15,013
Equity in Net Losses of Operating
Partnership (Note 4) 0 0
-------- --------
(15,047) (15,013)
-------- --------
Net Income (Loss) (15,047) (15,013)
-------- --------
The accompanying notes are an integral part of this statement.
7
CENTURY PACIFIC HOUSING FUND-I
STATEMENT OF PARTNERS' EQUITY
June 30, 2002
(Unaudited)
Original General Limited Limited
Partners Partners Partners Total
----------- ----------- ----------- -----------
Balance at March 31,
2002 ($ 401,658) $ 0 ($ 745,112) ($1,146,770)
Net Income (Loss) (301) 0 (14,746) (15,047)
----------- ----------- ----------- -----------
Equity (Deficit) at
Jun. 30, 2002 ($ 401,959) $ 0 ($ 759,858) ($1,161,817)
----------- ----------- ----------- -----------
Percentage Interest
Jun 30, 2002 1% 1% 98% 100%
----------- ----------- ----------- -----------
The accompanying notes are an integral part of this statement.
8
CENTURY PACIFIC HOUSING FUND-I
STATEMENT OF CASH FLOWS
(Unaudited)
Three Months Ended
June 30,
2002 2001
------ ------
Cash Flow From Financing Activities:
Increase (Decrease) in Amounts Payable
to Related Parties $ 19,285 $15,000
Increase in Amounts Receivable From
Related Parties 0 0
-------- -------
Net Cash Provided by Financing
Activities $ 19,285 $15,000
-------- -------
Cash Flow From Investing Activities:
Net Investments in Limited Partnerships $ 0 $ 0
-------- -------
Net Cash Used in Investing Activities $ 0 $ 0
-------- -------
Cash Flow From Operating Activities:
Interest Received $ 0 $ 0
Transfer Fees Received 0 0
General and Administrative Expenses (15,047) (15,013)
Reduction in Accounts Payable (4,285) (3,300)
-------- -------
Net Cash Provided By (Used in)
Operating Activities ($ 19,332) ($18,313)
-------- -------
Net Increase (Decrease) in Cash and
Cash Equivalents ($ 47) ($ 3,313)
Cash and Cash Equivalents at Beginning
of Period 569 4,685
-------- -------
Cash and Cash Equivalents at End of
Period $ 522 $ 1,372
-------- -------
The accompanying notes are an integral part of this statement.
9
CENTURY PACIFIC HOUSING FUND-I
a California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
For the Quarter Ended June 30, 2002
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 3).
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 acquired limited partnership interest ranging from 90% to 97% in
21 Operating Partnerships, which have invested in rental property.
Basis of Presentation
The accompanying unaudited financial statements of Century Pacific Housing Fund
I (the "Company") as of June 30, 2002 and March 31, 2002(the March 31, 2002
financial information included herein has been extracted from the Company's
audited financial statements on Form 10-K) and for the three months ended June
30, 2002 have been prepared in accordance with generally accepted accounting
principles 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 generally accepted accounting principles for complete financial statements.
In the opinion of the Company's management, all adjustments (consisting of only
normal recurring adjustments) considered necessary to present fairly the
financial statements have been made.
The statements of operations for the three months ended June 30, 2002 are not
necessarily indicative of the results that may be expected for the entire year.
These statements should be read in
10
conjunction with the financial statements and related notes thereto included on
form 10-K for the year ended March 31, 2002.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The following are the Partnership's significant accounting policies:
Method of Accounting for Investments in Operating Partnerships:
The Partnership uses the equity method to account for its investment in the
Operating Partnerships in which it has invested (Note 4).
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.
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 generally accepted accounting principles.
On August 7, 1991, management of the Partnership changed from a calendar year
end to a fiscal year end of March 31 for financial reporting purposes.
Accordingly, the Partnership's quarterly periods end June 30, September 30, and
December 31. The Operating Partnerships, for financial reporting purposes, have
a calendar year. The Partnership, as well as the Operating Partnerships, have a
calendar year for income tax purposes.
Syndication Costs:
Public offering costs have been recorded as a direct reduction to the capital
accounts of the Limited Partners.
Organization, Acquisition and Other Costs:
Costs incurred in organizing the Partnership and expenditures made by the
Partnership in connection with its acquiring limited partnership interests in
Operating Partnerships are deferred and amortized over a period of sixty months
on a straight-line basis. 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 Partners, have been capitalized as investments in Operating
Partnerships. Other fees and expenses of the Partnership are recognized as
expenses in the period the related services are received.
11
Income Taxes:
No provision has been made for income taxes in the accompanying financial
statements since such taxes and/or the recapture of the Tax Credit benefits
received, if any, are the liability of the individual partners. The Partnership
uses the accrual method of accounting for tax purposes.
NOTE 3 - 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 and 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 general partner in each of the Operating Partnerships.
The General Partners have an aggregate one percent interest in the Partnership,
as does the original limited partner. CPRC has a one percent interest in each of
the Operating Partnerships, except for one Operating Partnership in which it has
a one-half percent interest.
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.
12
NOTE 4 - INVESTMENTS IN OPERATING PARTNERSHIPS:
The following is a summary of the Partnership's investments in Operating
Partnerships:
Three Months Ended Year Ended
Jun. 30, 2002 March 31,2002
------------- -------------
Cash Contributions to Operating
Partnerships to fund purchase of
beneficial interest in Properties $15,497,467 $15,497,467
Cash Contributions to Operating
Partnerships to fund operations 6,150 6,150
Cash Distribution from Operating
Partnerships (6,326) (6,326)
Acquisition and Organization Cost 3,342,778 3,342,778
Equity in net losses of Operating
Partnerships (18,840,069) (18,840,069)
------------ -----------
$ 0 0
============ ===========
The names and locations of the Properties in which the Operating Partnerships
hold beneficial interests are as follows:
Name of
Operating Partnership Property Name Location
Century Pacific
Housing Partnership
- -I(CPHP-I) Charter House Dothan, Alabama
CPHP-II Sunset Park Denver, Colorado
CPHP-III Highland Park Topeka, Kansas
CPHP-IV Forest Glen Estates Kansas City, Kansas
CPHP-V Jaycee Towers Dayton, Ohio
CPHP-VI Green Meadows Danville, Illinois
CPHP-VII Gulfway Terrace New Orleans, Louisiana
CPHP-VIII Sunset Townhouses Newton, Kansas
CPHP-IX Wind Ridge Wichita, Kansas
CPHP-X Bergen Circle Springfield, MA.
CPHP-XI Continental Terrace Fort Worth, Texas
CPHP-XII Yale Village Houston, Texas
CPHP-XIII Atlantis Virginia Beach, VA.
CPHP-XIV Kings Row Houston, Texas
CPHPXV Castle Gardens Lubbock, Texas
CPHP-XVI Rockwell Villas Oklahoma City, OK.
CPHP-XVII London Square Village Oklahoma City, OK.
CPHP-XVIII Ascension Towers Memphis, Tennessee
CPHP-XIX Coleman Manor Baltimore, Maryland
CPHP-XX Holiday Heights Fort Worth, Texas
CPHP-XXII Harriet Tubman Terrace Berkeley, California
The following combined statements of operations is prepared on the accrual basis
and summarizes the operations of the Operating Partnerships for the three months
ended June 30, 2002 and June 30,2001.
13
Three Months Ended
June 30,
2002 2001
---------- ----------
Revenues:
Rental Income 4,213,441 $4,053,465
Other 99,943 78,766
---------- ----------
4,313,384 4,132,231
---------- ----------
Expenses:
Operating, General & Adm. 3,481,727 3,517,642
Depreciation 1,035,466 1,127,037
Interest 758,859 556,972
---------- ----------
5,276,052 5,201,651
---------- ----------
Net Income (Loss) ($962,668) ($1,069,420)
========== ==========
CENTURY PACIFIC HOUSING FUND-I
PROPERTY SUMMARY
For the Quarter Ended June 30, 2002
CHARTER HOUSE APARTMENTS - Dothan, Alabama
Charter House Apartments is a complex of 25 garden-style residential buildings
comprised of 100 units and a separate office facility on 14 acres of
well-landscaped, rolling terrain. The unit mix consists of 52 two-bedroom and 48
three-bedroom units.
Occupancy rate was 100% at June 30, 2002. Cash flow from operations was adequate
to cover operating costs, debt service, and reserve accounts while maintaining
levels for contingencies. Property rents were last increased in July 1993, and
current annual gross potential rental revenue is approximately $251,500.
SUNSET PARK APARTMENTS - Denver, Colorado
Sunset Park Apartments is a contemporary 13-story elevator building of steel and
masonry construction. The 242 units in the building consist of 3 two-bedroom
units, 155 one-bedroom, and 84 efficiency units.
Occupancy rate averaged 95% during the quarter. Cash flow from operations was
adequate to cover operating costs, debt service and reserve accounts. Property
rents were last increased in May and June, 2000, and the current annual gross
potential rental revenue is approximately $1,163,736.
14
HIGHLAND PARK APARTMENTS - Topeka, Kansas
Highland Park Apartments is a 200-unit townhouse complex of 30 residential
buildings situated on 15 acres. The two-story, modern townhouse buildings of
wood frame and brick consist of 20 one-bedroom, 140 two-bedroom and 40
three-bedroom apartments.
The property's occupancy rate averaged 89% for the last months. Cash flow from
operations was sufficient to cover operating costs, debt service and reserve
accounts. A property rent increase took effect in Sept. 2001, bringing the
annual gross potential revenue to approximately $882,000.
In May 2002, the land, building and personal property was sold for approximately
$2,800,000.
FOREST GLEN ESTATES - Kansas City, Kansas
Forest Glen Estates is a 160-unit complex of 26 residential buildings situated
on 17 acres. The property is comprised of one, two and three bedroom units with
140 two and three bedrooms in a multi-level townhouse style consisting of ground
floor living and dining areas, upstairs bedrooms, and a basement.
Occupancy averaged 94% during the quarter. Cash flow from operations was barely
adequate to meet operating costs, debt service, and reserve accounts. Property
rents were last increased in July 2001 and current annual gross potential rental
revenue is approximately $945,504.
In June 2002, the land, building and personal property was sold for
approximately $3,500,000.
JAYCEE TOWERS - Dayton, Ohio
Jaycee Towers is a 204-unit high-rise apartment building designated for the
elderly and/or handicapped. There are 2 elevators to accommodate the twelve
floors.
Occupancy during the quarter averaged 95%. Cash flow was ample to satisfy
operating costs, debt service and reserve accounts. Property rents were
increased in July 1995 bringing the annual gross potential rental revenue to
approximately $781,000.
GREEN MEADOWS APARTMENTS - Danville, Illinois
Green Meadows is a 150-unit garden complex consisting of 40 one-bedroom, 78
two-bedroom and 32 three-bedroom apartments. The units are arranged in 10
two-story buildings on 12 acres of land.
The property's occupancy rate averaged 70% for the quarter. Cash flow was
adequate to cover operating expenses and debt service. Property rents were
increased in June 2001, bringing the current annual gross potential rental
revenue to
15
approximately $928,800.
GULFWAY TERRACE APARTMENTS - New Orleans, Louisiana
Gulfway Terrace is an attractive 205-unit complex of 30 two-story apartment
buildings and one single-story management office building on approximately 9
acres. The one-bedroom units are flats while the two and three-bedroom units are
designed as townhouses.
Occupancy was 95% at quarter's end. Cash flow was adequate to cover debt service
and operating expenses. A property rent increase took effect in November 2000,
bringing the current annual gross potential rental revenue to approximately
$1,001,400.
SUNSET TOWNHOUSES - Newton, Kansas
Sunset Townhouse Apartments is a garden style complex of 10 rectangular
buildings designed as two-story townhouses on 6.4 acres of land. There are 50
units in the complex made up of 32 two-bedrooms and 18 three-bedroom units.
Occupancy rate averaged 54% for the quarter. Cash flow was barely adequate to
cover operating costs, debt service and reserves. Property rents were last
increased in April 1996, and annual gross potential rental revenue is
approximately $211,800.
WIND RIDGE APARTMENTS (Aka Meridian Village) - Wichita, Kansas
Wind Ridge Apartments is a 136-unit townhouse complex consisting of 35 two-story
buildings situated on a 10-acre site. Constructed in 1969, the complex consists
of 12 one-bedroom flats and 48 two-bedroom, 60 three-bedroom and 16 four-bedroom
townhouse units.
Occupancy averaged 85% during the quarter. Cash flow was barely adequate to
cover operating expenses and debt service. Property rents were last adjusted in
October 2001 and annual gross potential rental revenue is approximately
$804,576.
BERGEN CIRCLE - Springfield, Massachusetts
Bergen Circle is a modern complex of 201 residential units consisting of 41
three and four-bedroom townhouses, 2 seven-story towers with 160 one and
two-bedroom units and a free standing one-story masonry building for commercial
tenants.
The property averaged a 96% occupancy rate. Cash flow from operations was
adequate to meet operating costs, debt service, and reserve accounts. Property
rents for the Section 8 covered units were last increased in November 1994, and
current annual gross potential rental revenue is approximately $1,647,700.
16
CONTINENTAL TERRACE - Fort Worth, Texas
Constructed in 1971, this garden-style complex consists of 200 units arranged in
34 two-story buildings on over 12 acres of land. It has 48 one-bedroom flats
with 88 two-bedroom, 56 three-bedroom and 8 four-bedroom townhouse units.
Occupancy averaged 93% and cash flow was barely adequate to meet operating
costs, debt service, reserve accounts and contingencies. A property rent
increase took effect in September 2001, raising the current annual gross
potential rental revenue to $1,099,392.
YALE VILLAGE - Houston, Texas
Constructed in 1970, this garden-style complex consists of 250 units in 35
two-story buildings situated on 12.7 acres of land. There are 38 one-bedroom, 88
two-bedroom, 88 three-bedroom, 28 four-bedroom and 8 five-bedroom townhouse
apartments.
The property averaged an 99% occupancy rate and cash flow was barely adequate to
cover operating costs, debt service and reserve accounts, and contingencies.
Property rents were last adjusted in September 2001 and annual gross potential
rental revenue is approximately $1,589,760.
ATLANTIS APARTMENTS - Virginia Beach, Virginia
Constructed in 1970, this 208-unit complex is made up of 19 two-story buildings
on over 14 acres of land. There are 20 one-bedroom, 96 two-bedroom and 92
three-bedroom apartments.
The property's occupancy rate was 98% during the quarter. Cash flow was barely
adequate to cover operating costs, debt service and reserve accounts. Property
rents were last adjusted in May 2001, and the current annual gross potential
rental revenue is approximately $1,249,104.
KINGS ROW - Houston, Texas
Constructed in 1968, this garden-style apartment complex consists of 180 units
arranged in 18 two-story buildings on approximately 10 acres of land. The
complex includes 20 one-bedroom, 54 two-bedroom, 82 three-bedroom and 24
four-bedroom apartments.
The property had a 71% occupancy rate for the quarter and cash flow was ample to
satisfy debt service, operating costs, and reserve accounts. Property rents were
last increased in May 2002. Annual gross potential rental revenue is
approximately $1,193,928.
CASTLE GARDENS - Lubbock, Texas
Constructed in 1971, this garden-style complex consists of 152 apartments
arranged in 14 two-story rectangular buildings.
17
It has 16 one-bedroom, 104 two-bedroom and 32 three-bedroom units.
Occupancy rate was 95% during the quarter. Cash flow from operations was barely
adequate to cover operating costs, debt service, reserve accounts and other
contingencies. Property rents were increased in September 2001, and annual gross
potential revenue is approximately $890,748.
ROCKWELL VILLAS - Oklahoma City, Oklahoma
This garden-style complex consists of 60 units arranged in 5 buildings on
approximately 4 acres of land. Constructed in 1970, the buildings include 24
one-bedroom, 24 two-bedroom, and 12 three-bedroom apartments.
Occupancy rate averaged 83% during the quarter. Cash flow was barely adequate to
cover operating costs, debt service, and reserve accounts for contingencies.
Property rents were last adjusted in November 2001, and annual gross potential
rental revenue is approximately $284,256.
LONDON SQUARE - Oklahoma City, Oklahoma
Constructed in 1970, this garden-style complex is made up of 18 rectangular
two-story buildings, situated on over 12 acres of land. There are a total of 200
units consisting of 24 one-bedroom, 96 two-bedroom and 80 three-bedroom
apartments.
The property's occupancy rate averaged 94% for the quarter. Cash flow was barely
adequate to cover operating costs, debt service and reserve accounts. Property
rents were last increased in March 2002, and annual gross potential rental
revenue is approximately $1,101,792.
ASCENSION TOWERS - Memphis, Tennessee
Constructed in 1975, the property is a 13-story high-rise apartment building
designated for the elderly and/or handicapped. Situated on almost 2 acres of
land, the building contains 195 one-bedroom units and an office on the ground
floor.
The property boasts a 90% occupancy for several quarters in a row. Cash flow was
adequate to cover operating costs, debt service and reserve accounts. Property
rents were last increased in January 2000. Annual gross potential rental revenue
is approximately $825,684.
COLEMAN MANOR - Baltimore, Maryland
This historic property, originally built in 1903, was
18
reconstructed in 1988. This four-story building designated for the elderly
and/or handicapped, consists of 47 one-bedroom units and 3 reserved
guest/managerial units.
Occupancy was 96% during the quarter. Cash flow was adequate to cover operating
costs, debt service and reserve accounts. Property rents were last increased in
December 1997, and annual gross potential rental revenue is approximately
$365,100.
HOLIDAY HEIGHTS - Fort Worth, Texas
Constructed in 1972, the garden-style complex consists of 100 units, arranged in
20 two-story buildings, situated on over 9 acres of land. There are 40
one-bedroom, 44 two-bedroom and 16 three-bedroom apartments.
The property had a 97% occupancy rate. Cash flow was adequate to cover operating
costs, debt service, and reserve accounts. The property's last rent increase was
in September 2001.Annual gross potential rental revenue is approximately
$625,608.
HARRIET TUBMAN - Berkeley, California
This property is a mid-rise apartment building with 91 units for the elderly
and/or handicapped. Constructed in 1975, the six-story structure is made up of 1
two-bedroom, 42 one-bedroom and 48 studio apartments.
Occupancy was 98% for the quarter and cash flow was adequate to satisfy debt
service, operating costs, and reserve accounts. Property rents were increased in
August 2001, and the current annual gross potential rental revenue is
approximately $568,932.
* * *
19
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CENTURY PACIFIC HOUSING FUND-I
a California limited partnership
By: Century Pacific Capital Corporation,
a California Corporation
General Partner
By: Irwin J. Deutch
------------------------------
Irwin J. Deutch
President
I, Irwin J. Deutch, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Century Pacific Housing
Fund-I.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function);
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether of not there was significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: 8-30-02
By: Irwin J. Deutch
------------------------------
Irwin J. Deutch
President
20