-----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, Lb9V5tgR5zGogvm3aRXvuybr/Y3mxu8PszhzkNPyq6264g9B9v+8j27kHu/Wtrsr FZrvpFRXP6Fqe0EFsXP9GQ== 0000940329-02-000006.txt : 20021107 0000940329-02-000006.hdr.sgml : 20021107 20021107121304 ACCESSION NUMBER: 0000940329-02-000006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020930 FILED AS OF DATE: 20021107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INDEPENDENCE TAX CREDIT PLUS LP IV CENTRAL INDEX KEY: 0000940329 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 133809869 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-89968 FILM NUMBER: 02812138 BUSINESS ADDRESS: STREET 1: 625 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124215333 MAIL ADDRESS: STREET 1: 625 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 10-Q 1 f10q_secondquarter-ind4.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES - -------- EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2002 OR - -------- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 33-89968 INDEPENDENCE TAX CREDIT PLUS L.P. IV ------------------------------------ (Exact name of registrant as specified in its charter) Delaware 13-3809869 - -------------------------------- ----------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 625 Madison Avenue, New York, New York 10022 - -------------------------------------- ------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212)421-5333 Indicate by 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 --- --- PART I - FINANCIAL INFORMATION Item 1. Financial Statements INDEPENDENCE TAX CREDIT PLUS L.P. IV AND SUBSIDIARIES Consolidated Condensed Balance Sheets
============== ============== September 30, March 31, 2002 2002 -------------- -------------- (Unaudited) ASSETS Property and equipment at cost, net of accumulated depreciation of $10,686,705 and $9,458,063, respectively $70,698,599 $71,923,788 Cash and cash equivalents 2,164,804 2,461,056 Cash held in escrow 3,422,283 3,087,693 Deferred costs, net of accumulated amortization of $353,193 and $311,350, respectively 825,923 867,766 Other assets 597,010 425,486 ----------- ----------- Total assets $77,708,619 $78,765,789 =========== ===========
2 INDEPENDENCE TAX CREDIT PLUS L.P. IV AND SUBSIDIARIES Consolidated Condensed Balance Sheets (continued)
============== ============== September 30, March 31, 2002 2002 -------------- -------------- (Unaudited) LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) Liabilities: Mortgage notes payable $36,632,555 $36,739,830 Accounts payable and other liabilities 7,158,936 6,663,234 Due to local general partners and affiliates 2,621,037 2,777,814 Due to general partner and affiliates 1,589,581 1,346,115 ----------- ----------- Total liabilities 48,002,109 47,526,993 ----------- ----------- Minority interest 2,228,213 2,244,151 ----------- ----------- Partners' capital (deficit): Limited partners (45,844 BACs issued and outstanding) 27,611,047 29,112,232 General partner (132,750) (117,587) ----------- ----------- Total partners' capital (deficit) 27,478,297 28,994,645 ----------- ----------- Total liabilities and partners' capital (deficit) $77,708,619 $78,765,789 =========== ===========
The accompanying notes are an integral part of these consolidated condensed financial statements. 3 INDEPENDENCE TAX CREDIT PLUS L.P. IV AND SUBSIDIARIES Consolidated Condensed Statements of Operations (Unaudited)
======================= ========================= Three Months Ended Six Months Ended September 30, September 30, ----------------------- ------------------------- 2002 2001 2002 2001 ----------------------- ------------------------- Revenues Rental income $1,381,467 $1,363,274 $ 2,767,131 $ 2,723,997 Other income (principally interest) 66,236 64,391 118,161 163,741 ---------- ---------- ----------- ----------- Total revenues 1,447,703 1,427,665 2,885,292 2,887,738 ---------- ---------- ----------- ----------- Expenses General and administrative 375,467 403,631 771,744 822,880 General and administrative- related parties 145,348 140,418 292,825 292,742 Repairs and maintenance 252,908 232,717 472,315 455,778 Operating 159,643 160,890 329,214 391,214 Taxes 38,987 38,499 83,939 82,337 Insurance 52,263 49,163 114,763 116,184 Interest 521,318 692,046 1,082,293 1,310,839 Depreciation and amortization 663,967 627,038 1,270,485 1,251,433 ---------- ---------- ----------- ----------- Total expenses 2,209,901 2,344,402 4,417,578 4,723,407 ---------- ---------- ----------- ----------- Loss before minority interest (762,198) (916,737) (1,532,286) (1,835,669) Minority interest in loss of subsidiary partnerships 7,722 5,759 15,938 13,325 ---------- ---------- ----------- ----------- Net loss $ (754,476) $ (910,978) $(1,516,348) $(1,822,344) ========== ========== =========== =========== Net loss - limited partners $ (746,932) $ (901,869) $(1,501,185) $(1,804,121) ========== ========== =========== =========== Number of BACs outstanding 45,844 45,844 45,844 45,844 ========== ========== =========== =========== Net loss per BAC $ (16.29) $ (19.67) $ (32.75) $ (39.35) ========== ========== =========== ===========
The accompanying notes are an integral part of these consolidated condensed financial statements. 4 INDEPENDENCE TAX CREDIT PLUS L.P. IV AND SUBSIDIARIES Consolidated Condensed Statement of Changes in Partners' Capital (Deficit) For the Six Months Ended September 30, 2002 (Unaudited)
============================================ Limited General Total Partners Partner -------------------------------------------- Partners' capital (deficit) - April 1, 2002 $ 28,994,645 $ 29,112,232 $ (117,587) Net loss (1,516,348) (1,501,185) (15,163) ------------ ------------ ------------ Partners' capital (deficit) - September 30, 2002 $ 27,478,297 $ 27,611,047 $ (132,750) ============ ============ ============
The accompanying notes are an integral part of these consolidated condensed financial statements. 5 INDEPENDENCE TAX CREDIT PLUS L.P. IV AND SUBSIDIARIES Consolidated Condensed Statements of Cash Flows (Unaudited)
=========================== Six Months Ended September --------------------------- 2002 2001 --------------------------- Cash flows from operating activities: Net loss $(1,516,348) $(1,822,344) ----------- ----------- Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 1,270,485 1,251,433 Minority interest in loss of subsidiary partnerships (15,938) (13,325) Increase in cash held in escrow (334,590) (302,057) Increase in other assets (171,524) (145,606) Increase in accounts payable and other liabilities 495,702 705,196 Increase in due to local general partners and affiliates 17,833 576 Decrease in due to local general partners and affiliates (15,082) (61,444) Increase (decrease) in due to general partner and affiliates 243,466 (40,748) ----------- ----------- Total adjustments 1,490,352 1,394,025 ----------- ----------- Net cash used in operating activities (25,996) (428,319) ----------- -----------
6 INDEPENDENCE TAX CREDIT PLUS L.P. IV AND SUBSIDIARIES Consolidated Condensed Statements of Cash Flows (Unaudited) (continued)
=========================== Six Months Ended September --------------------------- 2002 2001 --------------------------- Cash flows from investing activities: Increase in property and equipment (3,453) (7,736) Increase in due to local general partners and affiliates 120,797 41,319 Decrease in due to local general partners and affiliates (280,325) (76,767) ----------- ----------- Net cash used in investing activities (162,981) (43,184) ----------- ----------- Cash flows from financing activities: Principal reduction of mortgage notes (107,275) (62,436) Increase in deferred costs 0 (60,013) Decrease in capitalization of consolidated subsidiaries attributable to minority interest 0 (1,714) ----------- ----------- Net cash used in financing activities (107,275) (124,163) ----------- ----------- Net decrease in cash and cash equivalents (296,252) (595,666) Cash and cash equivalents at beginning of period 2,461,056 3,705,003 ----------- ----------- Cash and cash equivalents at end of period $ 2,164,804 $ 3,109,337 =========== ===========
The accompanying notes are an integral part of these consolidated condensed financial statements. 7 INDEPENDENCE TAX CREDIT PLUS L.P. IV AND SUBSIDIARIES Notes to Financial Statements September 30, 2002 (Unaudited) Note 1 - General The consolidated financial statements include the accounts of Independence Tax Credit Plus L.P. IV (the "Partnership") and fourteen other limited partnerships ("subsidiary partnerships", "subsidiaries" or "Local Partnerships") owning affordable apartment complexes that are eligible for the low-income housing tax credit, some of which apartment complexes may also be eligible for the historic rehabilitation tax credit. The general partner of the Partnership is Related Independence L.L.C., a Delaware limited liability company (the "General Partner"). Through the rights of the Partnership and/or an affiliate of the General Partner, which affiliate has a contractual obligation to act on behalf of the Partnership to remove the general partner of the subsidiary partnerships and to approve certain major operating and financial decisions, the Partnership has a controlling financial interest in the subsidiary partnerships. For financial reporting purposes, the Partnership's fiscal quarter ends September 30. All subsidiaries have fiscal quarters ending June 30. Accounts of the subsidiaries have been adjusted for intercompany transactions from July 1 through September 30. The Partnership's fiscal quarter ends September 30 in order to allow adequate time for the subsidiaries' financial statements to be prepared and consolidated. All intercompany accounts and transactions with the subsidiary partnerships have been eliminated in consolidation. Losses attributable to minority interests which exceed the minority interests' investment in a subsidiary have been charged to the Partnership. Such losses aggregated approximately $2,000 and $2,000, $4,000 and $5,000 for the three and six months ended September 30, 2002 and 2001, respectively. The Partnership's investment in each subsidiary is equal to the respective subsidiary's partners' equity less minority interest capital, if any. In consolidation, all subsidiary partnership losses are included in the Partnership's capital account except for losses allocated to minority interest capital. 8 INDEPENDENCE TAX CREDIT PLUS L.P. IV AND SUBSIDIARIES Notes to Financial Statements September 30, 2002 (Unaudited) Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted or condensed. These condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Partnership's Annual Report on Form 10-K for the year ended March 31, 2002. The books and records of the Partnership are maintained on the accrual basis of accounting in accordance with generally accepted accounting principles. In the opinion of the General Partner of the Partnership, the accompanying unaudited financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position of the Partnership as of September 30, 2002, its results of operations for the three and six months ended September 30, 2002 and 2001 and its cash flows for the six months ended September 30, 2002 and 2001. However, the operating results for the six months ended September 30, 2002 may not be indicative of the results for the entire year. 9 INDEPENDENCE TAX CREDIT PLUS L.P. IV AND SUBSIDIARIES Notes to Financial Statements September 30, 2002 (Unaudited) Note 2 - Related Party Transactions An affiliate of the General Partner has a .01% interest as a special limited partner in each of the Local Partnerships. The costs incurred to related parties for the three and six months ended September 30, 2002 and 2001 were as follows:
Three Months Ended Six Months Ended September 30, September 30, -------------------- -------------------- 2002 2001 2002 2001 -------------------- -------------------- Partnership manage- ment fees (a) $ 84,280 $ 83,742 $168,560 $167,484 Expense reimburse- ment (b) 29,163 26,439 56,924 61,314 Local administrative fee (c) 12,000 11,000 24,000 22,000 -------- -------- -------- -------- Total general and administrative- General Partner 125,443 121,181 249,484 250,798 -------- -------- -------- -------- Property manage- ment fees incurred to affiliates of the subsidiary partnerships' general partners (d) 19,905 19,237 43,341 41,944 -------- -------- -------- -------- Total general and administrative- related parties $145,348 $140,418 $292,825 $292,742 ======== ======== ======== ========
(a) The General Partner is entitled to receive a partnership management fee, after payment of all Partnership expenses, which together with the annual local administrative fees will not exceed a maximum of 0.5% per annum of invested assets (as defined in the Partnership Agreement), for administering the affairs of the Partnership. Subject to the foregoing limitation, the partnership management fee will be determined by the General Partner in its sole discretion based upon its review of the Partnership's investments. Unpaid partnership management fees for any year will be accrued without interest and will be payable from working capital reserves or to the extent of available funds after 10 INDEPENDENCE TAX CREDIT PLUS L.P. IV AND SUBSIDIARIES Notes to Financial Statements September 30, 2002 (Unaudited) the Partnership has made distributions to the limited partners of sale or refinancing proceeds equal to their original capital contributions plus a 10% priority return thereon (to the extent not theretofore paid out of cash flow). Partnership management fees owed to the General Partner amounting to approximately $1,124,000 and $955,000 were accrued and unpaid as of September 30, 2002 and March 31, 2002, respectively. (b) The Partnership reimburses the General Partner and its affiliates for actual Partnership operating expenses incurred by the General Partner and its affiliates on the Partnership's behalf. The amount of reimbursement from the Partnership is limited by the provisions of the Partnership Agreement. Another affiliate of the General Partner performs asset monitoring for the Partnership. These services include site visits and evaluations of the subsidiary partnerships' performance. (c) Independence SLP IV L.P., a special limited partner of the subsidiary partnerships, is entitled to receive a local administrative fee of up to $5,000 per year from each subsidiary partnership. (d) Property management fees incurred by the Local Partnerships amounted to $78,510, 87,863, $167,557 and $171,835 for the three and six months ended September 30, 2002 and 2001, respectively. Of these fees, $19,905, $19,237, $43,341 and $41,944 were incurred to affiliates of the subsidiary partnerships' general partners. 11 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources - ------------------------------- The Partnership's primary sources of funds, in addition to operations, include (i) interest earned on Gross Proceeds which are invested in tax-exempt money market instruments pending final payments to Local Partnerships and (ii) working capital reserves and interest earned thereon. All these sources of funds are available to meet obligations of the Partnership. As of September 30, 2002, the Partnership has invested approximately $37,814,000 (including approximately $1,161,000 classified as a loan repayable from sale/refinancing proceeds in accordance with the Contribution Agreement and not including acquisition fees of approximately $1,771,000) of net proceeds in fourteen Local Partnerships of which approximately $1,720,000 remains to be paid to the Local Partnerships (including approximately $741,000 being held in escrow) as certain benchmarks, such as occupancy level, must be attained prior to the release of the funds. During the six months ended September 30, 2002, approximately $109,000 was paid to the Local Partnerships (none of which was released from escrow). The Partnership is not acquiring additional properties, but the Partnership may be required to fund potential purchase price adjustments based on tax credit adjustor clauses. For the six months ended September 30, 2002, cash and cash equivalents of the Partnership and its fourteen consolidated Local Partnerships decreased approximately $296,000. This decrease was due to cash used in operations ($26,000), an increase in property and equipment ($3,000), principal reduction of mortgage notes ($107,000) and a net decrease in due to local general partners and affiliates relating to investing activities ($160,000). Included in the adjustments to reconcile the net loss to cash used in operating activities is depreciation and amortization of approximately $1,270,000. The Partnership has established a working capital reserve from funds available for investment, which includes amounts which may be required for potential purchase price adjustments based on tax credit adjustor clauses. At September 30, 2002, there is approximately $395,000 in the working capital reserves. The General Partner believes that these reserves, plus any cash distributions received from the operations of the Local Partnerships, will be sufficient to fund the Partnership's ongoing operations for the foreseeable future not including fees owed to the General Partner. Cash distributions from the Local 12 Partnerships will be relatively immaterial. During the six months ended September 30, 2002, there have been no cash distributions received from the Local Partnerships. Management is not aware of any trends or events, commitments or uncertainties, which have not otherwise been disclosed that will or are likely to impact liquidity in a material way. Management believes the only impact would be from laws that have not yet been adopted. The portfolio is diversified by the location of the properties around the United States so that if one area of the country is experiencing downturns in the economy, the remaining properties in the portfolio may be experiencing upswings. However, the geographic diversification of the portfolio may not protect against a general downturn in the national economy. The tax credits will be attached to the project for a period of ten years, and will be transferable with the property during the remainder of such ten-year period. If the General Partner determined that a sale of a property is warranted, the remaining tax credits would transfer to the new owner, thereby adding value to the property on the market, which is not included in the financial statement carrying amount. Results of Operations - --------------------- The results of operations for the three and six months ended September 30, 2002 and 2001 continued to be in the form of rental income with corresponding expenses divided among operations, depreciation and mortgage interest. Rental income increased approximately 1% and 2% for the three and six months ended September 30, 2002 as compared to the corresponding periods in 2001, primarily due to rental rate increases. Other income decreased approximately $46,000 for the six months ended September 30, 2002 as compared to the corresponding period in 2001, primarily due to smaller cash and cash equivalent balances earning interest at the Partnership level as well as a decrease in transfer fees at the Partnership level. Total expenses, excluding operating and interest, remained fairly consistent, with an increase (decrease) of approximately 2% and less than (1%) for the three and six months ended September 30, 2002 as compared to the corresponding periods in 2001. Operating expenses decreased approximately $62,000 for the six months ended September 30, 2002 as compared to the corresponding period in 2001, primarily due to a decrease in fuel costs and usage at three Local Partnerships in 2002 and an underaccural in 2000 at a fourth Local Partnership. 13 Interest expense decreased approximately $171,000 and $229,000 for the three and six months ended September 2002 as compared to the corresponding periods in 2001, primarily due to overaccruals at two Local Partnerships in 2001 Item 3. Quantitative and Qualitative Disclosures about Market Risk None Item 4. Controls and Procedures The Chief Executive Officer and Chief Financial Officer of Related Independence L.L.C. which is the General Partner of Independence Tax Credit Plus L.P. IV (the "Partnership"), has evaluated the Partnership's disclosure controls and procedures relating to the Partnership's quarterly report on Form 10-Q for the period ending September 30, 2002 as filed with the Securities and Exchange Commission and has judged such controls and procedures to be effective as of September 30, 2002 (the "Evaluation Date"). There have been no significant changes in the internal controls or in other factors that could significantly affect internal controls relating to the Partnership since the Evaluation Date. 14 PART II. OTHER INFORMATION Item 1. Legal Proceedings - None Item 2. Changes in 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 (4) Form of Amended and Restated Agreement of Limited Partnership of the Partnership (attached to the Prospectus as Exhibit A)* (10A) Form of Subscription Agreement (attached to the Prospectus as Exhibit B)* (10B) Form of Escrow Agreement between the Partnership and the Escro Agent** (10C) Form of Purchase and Sales Agreement pertaining to the Partnership's acquisition of Local Partnership Interests** (10D) Form of Amended and Restated Agreement of Limited Partnership of Local Partnerships** 99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * Incorporated herein by reference to the final Prospectus as filed pursuant to Rule 424 under the Securities Act of 1933. ** Filed as an exhibit to the Registration Statement on Form S-11 of the Partnership (File No. 33-89968) and incorporated herein by reference thereto. (b) Reports on Form 8-K - No reports on Form 8-K were filed during the quarter. 15 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. INDEPENDENCE TAX CREDIT PLUS L.P. IV ------------------------------------ (Registrant) By: RELATED INDEPENDENCE L.L.C., General Partner Date: November 5, 2002 By: /s/ Alan P. Hirmes ------------------ Alan P. Hirmes, President and Member (principal executive and financial officer) Date: November 5, 2002 By: /s/ Glenn F. Hopps ------------------ Glenn F. Hopps, Treasurer (principal accounting officer) CERTIFICATION I, Alan P. Hirmes, Chief Executive Officer and Chief Financial Officer of Related Independence L.L.C. (the "General Partner"), which is the General Partner of Independence Tax Credit Plus L.P. IV (the "Partnership"), hereby certify that: 1. I have reviewed this quarterly report on Form 10-Q for the period ending September 30, 2002 of the Partnership; 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 in order 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 Partnership as of, and for, the periods presented in this quarterly report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15-d-14) for the Partnership and I have: a) designed such disclosure controls and procedures to ensure the material information relating to the Partnership is made known to me, particularly during the period in which this quarterly report was being prepared; b) evaluated the effectiveness of the Partnership's disclosure controls and procedures as of September 30, 2002 (the "Evaluation Date"); and c) presented in this quarterly report my conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. I have disclosed, based on my most recent evaluation, to the Partnership's auditors and to the Board of Directors of the General Partner: a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Partnership's ability to record, process, summarize and report financial data and have identified for the Partnership'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 Partnership's internal controls; and 6. I have indicated in this quarterly report whether or not there were 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. Pursuant to the requirements of the Securities Exchange Act of 1934, the Partnership has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. By: /s/ Alan P. Hirmes ------------------ Alan P. Hirmes Chief Executive Officer and Chief Financial Officer November 5, 2002 Exhibit 99.1 CERTIFICATION 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 of Independence Tax Credit Plus L.P. IV (the "Partnership") on Form 10-Q for the period ending September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Alan P. Hirmes, Chief Executive Officer and Chief Financial Officer of Related Independence L.L.C. which is the general partner of the Partnership, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (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 result of operations of the Partnership. By: /s/Alan P. Hirmes ----------------- Alan P. Hirmes Chief Executive Officer and Chief Financial Officer November 5, 2002 -----END PRIVACY-ENHANCED MESSAGE-----