-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GKn9lB7tq/F50VdNBPPOCA4zTfFX9npWM5uSsX3xZ+WMq+H+g9te+kwSabNssPYv EkTnBTyaUPbLi2a2LOkA6A== 0000711642-02-000184.txt : 20020814 0000711642-02-000184.hdr.sgml : 20020814 20020814081037 ACCESSION NUMBER: 0000711642-02-000184 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020630 FILED AS OF DATE: 20020814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSOLIDATED CAPITAL GROWTH FUND CENTRAL INDEX KEY: 0000201529 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 942382571 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-08639 FILM NUMBER: 02731612 BUSINESS ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET STREET 2: 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 BUSINESS PHONE: 8032391000 MAIL ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET STREET 2: 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 10QSB 1 ccgf.txt CCGF UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2002 [] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________to _________ Commission file number 0-8639 CONSOLIDATED CAPITAL GROWTH FUND (Exact name of small business issuer as specified in its charter) California 94-2382571 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 55 Beattie Place, PO Box 1089 Greenville, South Carolina 29602 (Address of principal executive offices) (864) 239-1000 (Issuer's telephone number) PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CONSOLIDATED CAPITAL GROWTH FUND BALANCE SHEET (Unaudited) (in thousands, except unit data) June 30, 2002
Assets Cash and cash equivalents $ 467 Receivables and deposits 524 Restricted escrows 58 Other assets 785 Investment properties: Land $ 4,610 Buildings and related personal property 44,097 48,707 Less accumulated depreciation (32,543) 16,164 $ 17,998 Liabilities and Partners' Deficit Liabilities Accounts payable $ 129 Tenant security deposit liabilities 306 Accrued property taxes 366 Other liabilities 650 Mortgage notes payable 35,260 Partners' Deficit General partner $ (5,441) Limited partners (49,196 units issued and outstanding) (13,272) (18,713) $ 17,998 See Accompanying Notes to Financial Statements
CONSOLIDATED CAPITAL GROWTH FUND STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except per unit data)
Three Months Ended Six Months Ended June 30, June 30, 2002 2001 2002 2001 Revenues: (Restated) (Restated) Rental income $ 2,590 $ 2,887 $ 5,259 $ 5,663 Other income 140 140 317 312 Casualty gain (Note C) -- -- -- 57 Total revenues 2,730 3,027 5,576 6,032 Expenses: Operating 1,155 1,231 2,194 2,461 General and administrative 246 167 356 332 Depreciation 589 577 1,174 1,147 Interest 645 566 1,292 1,124 Property taxes 189 212 377 392 Loss on early extinguishment of debt (Note D) -- 64 -- 64 Total expenses 2,824 2,817 5,393 5,520 Net (loss) income $ (94) $ 210 $ 183 $ 512 Net (loss) income allocated to general partner (1%) $ (1) $ 2 $ 2 $ 5 Net (loss) income allocated to limited partners (99%) (93) 208 181 507 $ (94) $ 210 $ 183 $ 512 Net (loss) income per limited partnership unit $ (1.89) $ 4.23 $ 3.68 $ 10.31 Distribution per limited partnership unit $ 30.59 $ 10.40 $ 30.59 $ 22.07 See Accompanying Notes to Financial Statements
CONSOLIDATED CAPITAL GROWTH FUND STATEMENT OF CHANGES IN PARTNERS' DEFICIT (Unaudited) (in thousands, except unit data)
Limited Partnership General Limited Units Partner Partners Total Original capital contributions 49,196 $ 1 $ 49,196 $ 49,197 Partners' deficit at December 31, 2001 49,196 $(5,428) $(11,948) $(17,376) Distribution to partners -- (15) (1,505) (1,520) Net income for the six months ended June 30, 2002 -- 2 181 183 Partners' deficit at June 30, 2002 49,196 $(5,441) $(13,272) $(18,713) See Accompanying Notes to Financial Statements
CONSOLIDATED CAPITAL GROWTH FUND STATEMENTS OF CASH FLOWS (Unaudited) (in thousands)
Six Months Ended June 30, 2002 2001 Cash flows from operating activities: Net income $ 183 $ 512 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 1,174 1,147 Amortization of loan costs 34 39 Bad debt expense, net -- 85 Casualty gain -- (57) Loss on early extinguishment of debt -- 64 Change in accounts: Receivables and deposits (225) (774) Other assets (161) (95) Accounts payable (17) (181) Tenant security deposit liabilities 29 42 Accrued property taxes 366 327 Other liabilities 219 (111) Net cash provided by operating activities 1,602 998 Cash flows from investing activities: Property improvements and replacements (372) (802) Net withdrawals from restricted escrows 235 96 Insurance proceeds received -- 76 Net cash used in investing activities (137) (630) Cash flows from financing activities: Principal payments on mortgage notes payable (122) -- Distributions to partners (1,520) (1,097) Proceeds from refinancing -- 10,790 Repayment of mortgage note payable -- (6,000) Loan costs paid -- (356) Net cash (used in) provided by financing activities (1,642) 3,337 Net (decrease) increase in cash and cash equivalents (177) 3,705 Cash and cash equivalents at beginning of period 644 1,340 Cash and cash equivalents at end of period $ 467 $ 5,045 Supplemental disclosure of cash flow information: Cash paid for interest $ 1,259 $ 1,121 At December 31, 2000, accounts payable included approximately $83,000 for property improvements and replacements which are included in property improvements and replacements for the six months ended June 30, 2001. See Accompanying Notes to Financial Statements
CONSOLIDATED CAPITAL GROWTH FUND NOTES TO FINANCIAL STATEMENTS (continued) (Unaudited) CONSOLIDATED CAPITAL GROWTH FUND NOTES TO FINANCIAL STATEMENTS (Unaudited) Note A - Basis of Presentation The accompanying unaudited financial statements of Consolidated Capital Growth Fund (the "Partnership" or "Registrant") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Article 310(b) of Regulation S-B. 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 ConCap Equities, Inc. (the "General Partner"), all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended June 30, 2002, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2002. For further information, refer to the financial statements and footnotes thereto included in the Partnership's Annual Report on Form 10-KSB for the year ended December 31, 2001. The General Partner is a wholly owned subsidiary of Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust. Effective April 1, 2002, the Partnership adopted Statement of Financial Accounting Standards ("SFAS") No. 145, "Rescission of FASB Statements No. 4,44 and 64". SFAS No. 4 "Reporting Gains and Losses from Extinguishment of Debt," required that all gains and losses from extinguishment of debt be aggregated and, if material, classified as an extraordinary item. SFAS No. 145 rescinds SFAS No. 4, and accordingly, gains and losses from extinguishment of debt should only be classified as extraordinary if they are unusual in nature and occur infrequently. Neither of these criteria applies to the Partnership. As a result, the accompanying statements of operations have been restated to reflect the loss on early extinguishment of debt at Doral Springs Apartments (see "Note D") in operations rather than as an extraordinary item. Note B - Transactions with Affiliated Parties The Partnership has no employees and is dependent on the General Partner and its affiliates for the management and administration of all partnership activities. The Partnership Agreement provides for (i) certain payments to affiliates for services and (ii) reimbursement of certain expenses incurred by affiliates on behalf of the Partnership. Affiliates of the General Partner are entitled to receive 5% of gross receipts from all of the Registrant's properties for providing property management services. The Registrant paid to such affiliates approximately $285,000 and $304,000 for the six months ended June 30, 2002 and 2001, respectively, which is included in operating expenses. An affiliate of the General Partner received reimbursement of accountable administrative expenses amounting to approximately $174,000 and $192,000 for the six months ended June 30, 2002 and 2001, respectively, which is included in general and administrative expenses. The Partnership Agreement provides for a fee equal to 9% of the total distributions made to the limited partners from "cash available for distribution" (as defined in the Agreement) to be paid to the General Partner for executive and administrative management services. During the six months ended June 30, 2002 and 2001, affiliates of the General Partner received approximately $135,000 and $98,000, respectively, for providing these services, which is included in general and administrative expenses. Beginning in 2001, the Partnership began insuring its properties up to certain limits through coverage provided by AIMCO which is generally self-insured for a portion of losses and liabilities related to workers compensation, property casualty and vehicle liability. The Partnership insures its properties above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the General Partner. During the six months ended June 30, 2002 and 2001, the Partnership was charged by AIMCO and its affiliates approximately $135,000 and $187,000, respectively, for insurance coverage and fees associated with policy claims administration. Note C - Casualty Event During the six months ended June 30, 2001, a net casualty gain of approximately $57,000 was recorded at Doral Springs Apartments. The casualty gain related to a flood that occurred in October 2000. The gain was a result of the receipt of insurance proceeds of approximately $76,000 and the write-off of the net book value of the destroyed assets totaling approximately $19,000. Note D - Refinancing and Mortgage Note Payable On June 28, 2001, the Partnership refinanced the mortgage encumbering Doral Springs Apartments. The refinancing replaced indebtedness of approximately $6,000,000 with a new mortgage in the amount of $10,790,000. The new mortgage carries a stated interest rate of 7.53%. Interest on the old mortgage was 7.33%. Principal and interest payments on the mortgage loan of approximately $87,000 are due monthly until the loan matures in July 2021 at which time the loan will be fully amortized. Total capitalized loan costs were approximately $356,000 at June 30, 2001. The Partnership recognized a loss on the early extinguishment of debt of approximately $64,000 due to the write-off of unamortized loan costs. Note E - Legal Proceedings The Partnership is a party to a certain legal action resulting from its operating activities. This action is a routine litigation and administrative proceeding arising in the ordinary course of business and is not expected to have a material adverse effect on the financial condition or results of operations of the Partnership. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The matters discussed in this Form 10-QSB contain certain forward-looking statements and involve risks and uncertainties (including changing market conditions, competitive and regulatory matters, etc.) detailed in the disclosures contained in this Form 10-QSB and the other filings with the Securities and Exchange Commission made by the Registrant from time to time. The discussion of the Registrant's business and results of operations, including forward-looking statements pertaining to such matters, does not take into account the effects of any changes to the Registrant's business and results of operations. Accordingly, actual results could differ materially from those projected in the forward-looking statements as a result of a number of factors, including those identified herein. The Partnership's investment properties consist of four apartment complexes. The following table sets forth the average occupancy of the properties for the six months ended June 30, 2002 and 2001: Average Occupancy Property 2002 2001 Breckinridge Square 84% 90% Louisville, Kentucky Churchill Park 75% 90% Louisville, Kentucky The Lakes 84% 91% Raleigh, North Carolina Doral Springs 95% 97% Miami, Florida The General Partner attributes the decrease in occupancy at all of the investment properties to a slower economy and recent job layoffs. Results of Operations The Partnership's net loss for the three months ended June 30, 2002 was approximately $94,000 and net income for the six months ended June 30, 2002 was approximately $183,000 as compared to net income of approximately $210,000 and $512,000 for the three and six months ended June 30, 2001. The decrease in net income for the three months ended June 30, 2002 is due to a decrease in total revenues and an increase in total expenses. The decrease in net income for the six months ended June 30, 2002 is due to a decrease in total revenues offset by a decrease in total expenses. Total revenues decreased for the three and six months ended June 30, 2002 primarily due to a decrease in rental income and the recognition of a casualty gain in 2001 (see "Item 1. Financial Statements - Note C"). Rental income decreased due to a decrease in average occupancy at all four of the investment properties and due to a decrease in average rental rates at Breckenridge Square Apartments, Churchill Park Apartments, and The Lakes Apartments. Total expenses for the three months ended June 30, 2002 increased due to increases in interest and general and administrative expenses offset by a decrease in operating expenses and the recognition of a loss on early extinguishment of debt as a result of the refinancing of the mortgage encumbering Doral Springs in June 2001 see "Item 1. Financial Statements - Note D"). Total expenses decreased for the six months ended June 30, 2002 due to a decrease in operating expenses and the recognition of a loss on early extinguishment of debt partially offset by an increase in interest expense. Operating expense decreased due to decreases in utility expense and salary expense at all four investment properties. Interest expense increased due to the refinancing of the mortgage encumbering Doral Springs Apartments in June of 2001 which resulted in a larger loan balance. General and administrative expenses increased due to an increase in partnership management fees which is the result of more cash from operations being distributed to the partners during the three and six months ended June 30, 2002. Included in general and administrative expenses for the three and six months ended June 30, 2002 and 2001 are management reimbursements to the Corporate General Partner as allowed under the Partnership Agreement. In addition, costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement are also included in general and administrative expenses. As part of the ongoing business plan of the Partnership, the General Partner monitors the rental market environment of each of its investment properties to assess the feasibility of increasing rents, maintaining or increasing occupancy levels and protecting the Partnership from increases in expense. As part of this plan, the General Partner attempts to protect the Partnership from the burden of inflation-related increases in expenses by increasing rents and maintaining a high overall occupancy level. However, due to changing market conditions, which can result in the use of rental concessions and rental reductions to offset softening market conditions there is no guarantee that the General Partner will be able to sustain such a plan. Liquidity and Capital Resources At June 30, 2002, the Partnership had cash and cash equivalents of approximately $467,000 compared to approximately $5,045,000 at June 30, 2001. Cash and cash equivalents decreased approximately $177,000 from December 31, 2001 due to approximately $1,642,000 of cash used in financing and approximately $137,000 of cash used in investing activities partially offset by approximately $1,602,000 of cash provided by operating activities. Cash used by investing activities consisted of property improvements and replacements partially offset by net withdrawals from restricted escrows maintained by the mortgage lender. Cash used in financing activities consisted of principal payments on the mortgage encumbering Doral Springs Apartments and distributions to partners. The Partnership invests its working capital reserves in interest bearing accounts. The sufficiency of existing liquid assets to meet future liquidity and capital expenditure requirements is directly related to the level of capital expenditures required at the investment properties to adequately maintain the physical assets and other operating needs of the Registrant and to comply with Federal, state, local, legal and regulatory requirements. Capital improvements planned for each of the Registrant's properties are detailed below. Breckinridge Square Apartments: For 2002, the Partnership has budgeted approximately $147,000 for capital improvements for HVAC, appliance, water meter and floor covering replacements. The Partnership completed approximately $108,000 in capital expenditures at Breckinridge Square Apartments during the six months ended June 30, 2002, consisting primarily of plumbing fixtures, heating upgrades, water heaters, and appliance and floor covering replacements. These improvements were funded from operations. Additional improvements may be considered and will depend on the physical condition of the property as well as anticipated cash flow generated by the property. Churchill Park Apartments: For 2002, the Partnership has budgeted approximately $208,000 for capital improvements for interior painting of common areas, water conservation enhancement, and door, air conditioning and floor covering replacements. The Partnership completed approximately $86,000 in capital expenditures at Churchill Park Apartments as of June 30, 2002, consisting primarily of air conditioning and plumbing upgrades, floor covering, water/sewer upgrades, and appliance replacements. These improvements were funded from operations. Additional improvements may be considered and will depend on the physical condition of the property as well as anticipated cash flow generated by the property. The Lakes Apartments: For 2002, the Partnership has budgeted approximately $205,000 for capital improvements, consisting primarily of floor covering, appliance, and water heater replacements. The Partnership completed approximately $134,000 in capital expenditures at The Lakes Apartments as of June 30, 2002, consisting primarily of structural improvements and floor covering and water heater replacements. These improvements were funded from operations and replacement reserves. Additional improvements may be considered and will depend on the physical condition of the property as well as anticipated cash flow generated by the property and replacement reserves. Doral Springs Apartments: For 2002, the Partnership has budgeted approximately $108,000 for capital improvements, consisting primarily of floor covering, air conditioning and appliance replacements. The Partnership completed approximately $44,000 in capital expenditures at Doral Springs Apartments as of June 30, 2002, consisting primarily of office computers, roofing, lighting, and floor covering and appliance replacements. These improvements were funded from operations. Additional improvements may be considered and will depend on the physical condition of the property as well as anticipated cash flow generated by the property. Additional capital expenditures will be incurred only if cash is available from operations and Partnership reserves. To the extent that such budgeted capital improvements are completed, the Registrant's distributable cash flow, if any, may be adversely affected at least in the short term. The Partnership's current assets are thought to be sufficient for any near-term needs (exclusive of capital improvements) of the Registrant. The mortgage indebtedness is approximately $35,260,000 of which approximately $24,690,000 requires monthly interest only payments. These notes require balloon payments on December 1, 2005. The remaining indebtedness, approximately $10,570,000, requires monthly principal and interest payments of approximately $54,000. This note will be fully amortized when it matures on July 1, 2021. The General Partner may attempt to refinance such indebtedness and/or sell the properties prior to such maturity dates. If the properties cannot be refinanced or sold for a sufficient amount, the Registrant will risk losing such properties through foreclosure. The Partnership distributed the following amounts during the six months ended June 30, 2002 and 2001 (in thousands, except per unit data):
Six Months Per Limited Six Months Per Limited Ended Partnership Ended Partnership June 30, 2002 Unit June 30, 2001 Unit Operations $1,520 $30.59 $1,097 $ 22.07
The Partnership's cash available for distribution is reviewed on a monthly basis. Future cash distributions will depend on the levels of net cash generated from operations, the availability of cash reserves, and the timing of debt maturities, refinancings, and/or property sales. There can be no assurance that the Partnership will generate sufficient funds from operations, after required capital expenditures, to permit further distributions to its partners during the remainder of 2002 or subsequent periods. Other In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 31,439.25 limited partnership units (the "Units") in the Partnership representing 63.91% of the outstanding Units at June 30, 2002. A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional units of limited partnership interest in the Partnership in exchange for cash or a combination of cash and units in the operating partnership of AIMCO either through private purchases or tender offers. Under the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters which would include voting on certain amendments to the Partnership Agreement and voting to remove the General Partner. As a result of its ownership of 63.91% of the outstanding Units, AIMCO is in a position to control all such voting decisions with respect to the Registrant. Although the General Partner owes fiduciary duties to the limited partners of the Partnership, the General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the General Partner, as general partner, to the Partnerships and its limited partners may come into conflict with the duties of the General Partner to AIMCO, as its sole stockholder. Critical Accounting Policies and Estimates The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States which require the Partnership to make estimates and assumptions. The Partnership believes that of its significant accounting policies, the following may involve a higher degree of judgment and complexity. Impairment of Long-Lived Assets Investment properties are recorded at cost, less accumulated depreciation, unless considered impaired. If events or circumstances indicate that the carrying amount of a property may be impaired, the Partnership will make an assessment of its recoverability by estimating the undiscounted future cash flows, excluding interest charges, of the property. If the carrying amount exceeds the aggregate future cash flows, the Partnership would recognize an impairment loss to the extent the carrying amount exceeds the fair value of the property. Real property investments are subject to varying degrees of risk. Several factors may adversely affect the economic performance and value of the Partnership's investment properties. These factors include changes in the national, regional and local economic climate; local conditions, such as an oversupply of multifamily properties; competition from other available multifamily property owners and changes in market rental rates. Any adverse changes in these factors could cause an impairment in the Partnership's assets. Revenue Recognition The Partnership generally leases apartment units for twelve-month terms or less. Rental income attributable to leases is recognized monthly as it is earned. The Partnership will offer rental concessions during particularly slow months or in response to heavy competition from other similar complexes in the area. Concessions are charged to income as incurred. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Partnership is a party to a certain legal action resulting from its operating activities. This action is a routine litigation and administrative proceeding arising in the ordinary course of business and is not expected to have a material adverse effect on the financial condition or results of operations of the Partnership. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits: Exhibit 3.1, Certificate of Limited Partnership (incorporated by reference to Registration Statement of Registrant (File No. 2-57960) filed March 30, 1978, as amended to date). Exhibit 3.2, Agreement of Limited Partnership (Exhibit A to the Prospectus of Registrant dated February 25, 1977 is incorporated herein by reference). Exhibit 99, Certification of Chief Executive Officer and Chief Financial Officer. b) Reports on Form 8-K: None filed during the quarter ended June 30, 2002. SIGNATURES In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CONSOLIDATED CAPITAL GROWTH FUND By: CONCAP EQUITIES, INC. General Partner By: /s/Patrick J. Foye Patrick J. Foye Executive Vice President By: /s/Thomas C. Novosel Thomas C. Novosel Senior Vice President and Chief Accounting Officer Date: August 14, 2002 Exhibit 99 Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Quarterly Report on Form 10-QSB of Consolidated Capital Growth Fund (the "Partnership"), for the quarterly period ended June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Patrick J. Foye, as the equivalent of the Chief Executive Officer of the Partnership, and Paul J. McAuliffe, as the equivalent of the Chief Financial Officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership. /s/ Patrick J. Foye Name: Patrick J. Foye Date: August 14, 2002 /s/ Paul J. McAuliffe Name: Paul J. McAuliffe Date: August 14, 2002 This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Partnership for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. -----END PRIVACY-ENHANCED MESSAGE-----