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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 December 31, 2002
OR
- ----- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-24652
FREEDOM TAX CREDIT PLUS L.P.
----------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3533987
- ------------------------------- -----------------
(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
FREEDOM TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
============ ============
December 31, March 31,
2002 2002
------------ ------------
(Unaudited)
ASSETS
Property and equipment - (at cost,
net of accumulated depreciation
of $57,829,893 and $54,178,153,
respectively) $ 85,028,561 $ 88,272,567
Cash and cash equivalents 2,512,094 1,833,843
Investment in marketable securities 94,962 109,005
Cash held in escrow 5,250,490 4,671,259
Deferred costs (net of accumulated
amortization of $1,788,306
and $1,655,647, respectively) 1,153,633 1,286,292
Other assets 1,170,645 1,002,139
------------ ------------
Total Assets $ 95,210,385 $ 97,175,105
============ ============
2
FREEDOM TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(continued)
============ ============
December 31, March 31,
2002 2002
------------ ------------
(Unaudited)
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Liabilities:
Mortgage notes payable $ 67,641,929 $ 68,063,227
Accounts payable and other
liabilities 2,615,808 1,649,957
Due to local general partners and
affiliates 3,559,214 3,819,933
Due to general partners and
affiliates (Note 2) 6,712,238 6,020,763
------------ ------------
Total Liabilities 80,529,189 79,553,880
------------ ------------
Minority interests 7,969,167 8,015,243
------------ ------------
Partners' Capital (Deficit):
Limited partners (72,896 BACs
issued and outstanding) 7,335,354 10,186,465
General partners (613,427) (584,628)
Accumulated other comprehensive
income:
Unrealized (gain) loss on marketable
securities (9,898) 4,145
------------ ------------
Total Partners' Capital (Deficit) 6,712,029 9,605,982
------------ ------------
Total Liabilities and Partners'
Capital (Deficit) $ 95,210,385 $ 97,175,105
============ ============
The accompanying notes are an integral part of these consolidated condensed
financial statements.
3
FREEDOM TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF
OPERATIONS
(Unaudited)
============================ ============================
Three Months Ended Nine Months Ended
December 31, December 31,
---------------------------- ----------------------------
2002 2001 2002 2001
---------------------------- ----------------------------
Revenues
Rental income $ 3,557,927 $ 3,378,093 $ 10,630,258 $ 10,157,330
Other 363,086 379,622 1,041,218 1,116,287
------------ ------------ ------------ ------------
Total revenues 3,921,013 3,757,715 11,671,476 11,273,617
------------ ------------ ------------ ------------
Expenses
General and
administrative 640,432 620,164 2,024,814 2,005,730
General and
administrative-
related parties
Note 2) 396,350 372,666 1,232,405 1,102,762
Operating and
other 323,816 365,484 1,063,659 1,130,435
Repairs and
maintenance 675,201 585,561 1,904,865 1,583,951
Real estate taxes 251,520 244,077 742,956 744,420
Insurance 111,135 95,845 369,082 316,068
Financial 1,150,932 1,162,554 3,458,707 3,513,783
Depreciation and
amortization 1,261,144 1,285,602 3,784,399 3,856,799
------------ ------------ ------------ ------------
Total expenses 4,810,530 4,731,953 14,580,887 14,253,948
------------ ------------ ------------ ------------
Loss before
minority interest (889,517) (974,238) (2,909,411) (2,980,331)
Minority interest
in loss of
subsidiary
partnerships 9,468 9,687 29,501 30,999
------------ ------------ ------------ ------------
Net loss $ (880,049) $ (964,551) $ (2,879,910) $ (2,949,332)
============ ============ ============ ============
Net loss - limited
partners $ (871,249) $ (954,906) $ (2,851,111) $ (2,919,839)
============ ============ ============ ============
Number of BACs
outstanding 72,896 72,896 72,896 72,896
============ ============ ============ ============
Basic net loss
per BAC $ (11.95) $ (13.09) $ (39.11) $ (40.05)
============ ============ ============ ============
The accompanying notes are an integral part of these consolidated condensed
financial statements.
4
FREEDOM TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
Accumulated
Other
Limited General Comprehensive Comprehensive
Total Partners Partners Income (loss) Loss
------------ ------------ ------------ ------------ ------------
Partners' capital (deficit) April 1, 2002 $ 9,605,982 $ 10,186,465 $ (584,628) $ 4,145
Comprehensive Loss:
Net loss - Nine months ended
December 31, 2002 (2,879,910) (2,851,111) (28,799) $ (2,879,910)
Net unrealized loss on marketable
securities (14,043) 0 0 (14,043) (14,043)
------------ ------------ ------------ ------------ ------------
Total Comprehensive Loss $ (2,893,953)
============
Partners' capital - (deficit)
December 31, 2002 $ 6,712,029 $ 7,335,354 $ (613,427) $ (9,898)
============ ============ ============ ============
The accompanying notes are an integral part of these consolidated condensed
financial statements.
5
FREEDOM TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF
CASH FLOWS
(Unaudited)
===========================
Nine Months Ended
December 31,
---------------------------
2002 2001
---------------------------
Cash flows from operating activities:
Net loss $(2,879,910) $(2,949,332)
Adjustments to reconcile net loss
to net cash provided by
operating activities:
Depreciation and amortization 3,784,399 3,856,799
Minority interest in loss of
subsidiaries (29,501) (30,999)
Increase in other assets (168,506) (27,203)
Increase in cash held
in escrow (579,231) (385,626)
Increase in accounts payable
and other liabilities 965,851 748,596
Increase in due to general partners
and affiliates 691,475 674,368
Increase in due to local general
partners and affiliates 82,623 38,405
Decrease in due to local general
partners and affiliates (343,342) (347,058)
----------- -----------
Net cash provided by
operating activities 1,523,858 1,577,950
----------- -----------
Cash flows from investing activities:
Acquisition of property and
equipment (407,734) (666,692)
----------- -----------
6
FREEDOM TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF
CASH FLOWS
(Unaudited)
(continued)
===========================
Nine Months Ended
December 31,
---------------------------
2002 2001
---------------------------
Cash flows from financing activities:
Repayments of mortgage notes (421,298) (614,520)
Decrease in capitalization of
consolidated subsidiaries
attributable to minority interest (16,575) (20,297)
----------- -----------
Net cash used in financing
activities (437,873) (634,817)
----------- -----------
Net increase in cash and cash
equivalents 678,251 276,441
Cash and cash equivalents at
beginning of period 1,833,843 1,671,096
----------- -----------
Cash and cash equivalents at
end of period $ 2,512,094 $ 1,947,537
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid during period for
interest $ 3,183,335 $ 3,321,721
=========== ===========
The accompanying notes are an integral part of these consolidated condensed
financial statements.
7
FREEDOM TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
December 31, 2002
(Unaudited)
Note 1 - General
The consolidated financial statements include the accounts of Freedom Tax Credit
Plus L.P. ("the Partnership") and 42 subsidiary partnerships ("subsidiaries",
"subsidiary partnerships" or "Local Partnerships") in which the Partnership is a
Limited Partner. Through the rights of the Partnership and/or an affiliate of a
General Partner, which affiliate has a contractual obligation to act on behalf
of the Partnership, to remove the general partner of the Local Partnerships and
to approve certain major operating and financial decisions, the Partnership has
a controlling financial interest in the Local Partnerships.
The Partnership's fiscal quarter ends December 31. All subsidiaries have fiscal
quarters ending September 30 in order to allow adequate time for the
subsidiaries' financial statements to be prepared and consolidated. Accounts of
the subsidiaries have been adjusted for intercompany transactions from October 1
through December 31.
All intercompany accounts and transactions have been eliminated in
consolidation.
Increases (decreases) in the capitalization of consolidated subsidiaries
attributable to minority interest arise from cash contributions from and cash
distributions to the minority interest partners.
Losses attributable to minority interests aggregated approximately $9,000,
$10,000, $30,000 and $31,000 for the three and nine months ended December 31,
2002 and 2001, respectively. The Partnership's investment in each subsidiary is
generally equal to the respective subsidiary's partners' equity less minority
interest capital, if any.
The books and records of the Partnership are maintained on the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States of America. In the opinion of the General Partners 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 December 31,
2002, the results of operations for the three and nine months ended December 31,
2002 and 2001 and cash flows for the nine months ended December 31, 2002 and
8
FREEDOM TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
December 31, 2002
(Unaudited)
2001. However, the operating results and cash flows for the nine months ended
December 31, 2002 may not be indicative of the results for the entire year.
Certain information and note disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America 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.
9
FREEDOM TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
December 31, 2002
(Unaudited)
Note 2 - Related Party Transactions
The costs incurred to related parties for the three and nine months ended
December 31, 2002 and 2001 were as follows:
Three Months Ended Nine Months Ended
December 31, December 31,
----------------------- -----------------------
2002 2001 2002 2001
----------------------- -----------------------
Partnership manage-
ment fees (a) $ 169,000 $ 169,000 $ 507,000 $ 507,000
Expense reimburse-
ment (b) 23,486 29,981 110,816 75,910
Local administra-
tive fee (c) 13,000 13,000 40,000 40,000
---------- ---------- ---------- ----------
Total general and
administrative-
General Partners 205,486 211,981 657,816 622,910
---------- ---------- ---------- ----------
Property manage-
ment fees
incurred to
affiliates of
the subsidiary
partnerships'
general
partners (d) 190,864 160,685 574,589 479,852
---------- ---------- ---------- ----------
Total general and
administrative-
related parties $ 396,350 $ 372,666 $1,232,405 $1,102,762
========== ========== ========== ==========
(a) The General Partners are 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 Partners in their sole
discretion based upon their 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 the Partnership has made distributions to the Limited Partners and
BACs holders of sale or refinancing proceeds equal to their original capital
10
FREEDOM TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
December 31, 2002
(Unaudited)
contributions plus a 10% priority return thereon (to the extent not theretofore
paid out of cash flow). Partnership management fees owed to the General Partners
amounting to approximately $5,363,000 and $4,856,000 were accrued and unpaid as
of December 31, 2002 and March 31, 2002, respectively. Without the General
Partners' continued accrual without payment, the Partnership will not be in a
position to meet its obligations. The General Partners have continued allowing
the accrual without payment of these amounts, but are under no obligation to
continue to do so. The Partnership is dependent upon the support of the General
Partners and certain of their affiliates in order to meet its obligations at the
Partnership level. The General Partners and these affiliates have agreed to
continue such support for the foreseeable future.
(b) The Partnership reimburses the General Partners and their affiliates for
actual Partnership operating expenses incurred by the General Partners and their
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 Partners performs asset monitoring for the Partnership.
These services include site visits and evaluations of the subsidiary
partnerships' performance.
(c) Freedom SLP L.P., a special limited partner of the subsidiary partnerships,
is entitled to receive an annual local administrative fee of up to $2,500 per
year from each subsidiary partnership.
(d) Property management fees incurred by subsidiary partnerships amounted to
$249,927, $251,954, $760,746 and $749,281 for the three and nine months ended
December 31, 2002 and 2001, respectively. Of these fees, $190,864, $160,685,
$574,589 and $479,852, respectively, were incurred to affiliates of the
subsidiary partnerships' general partners for the three and nine months ended
December 31, 2002 and 2001, respectively.
11
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
- -------------------------------
The Partnership's sources of funds during the nine months ended December 31,
2002, include working capital reserves, interest earned on working capital and
distributions received from the Local Partnerships. None of these sources
generated substantial amounts of funds.
A working capital reserve of approximately $60,000, exclusive of Local
Partnerships' working capital, remains as of December 31, 2002.
During the nine months ended December 31, 2002 and 2001, the distributions
received from the Local Partnerships approximated $52,000 and $1,000,
respectively. Cash distributions from Local Partnerships are not expected to
reach a level sufficient to permit cash distributions to BACs holders. These
distributions as well as the working capital reserves referred to in the
preceding paragraph and the continued deferral by the General Partners of fees
owed to them will be used to meet the operating expenses of the Partnership.
Partnership management fees owed to the General Partners amounting to
approximately $5,363,000 and $4,856,000 were accrued and unpaid as of December
31, 2002 and March 31, 2002, respectively. Without the General Partners
continued accrual without payments, the Partnership will not be in a position to
meet its obligations. The General Partners have continued allowing the accrual
without payment of these amounts, but are under no obligation to do so. The
Partnership is dependent upon the support of the General Partners and certain of
their affiliates in order to meet its obligations at the Partnership level. The
General Partners and these affiliates have agreed to continue such support for
the foreseeable future.
During the nine months ended December 31, 2002, cash and cash equivalents of the
Partnership and its forty-two consolidated Local Partnerships increased
approximately $678,000 due to cash provided by operating activities ($1,524,000)
which exceeded acquisitions of property and equipment ($408,000), a decrease in
capitalization of consolidated subsidiaries attributable to minority interest
($17,000) and repayments of mortgage notes ($421,000). Included in the
12
adjustments to reconcile the net loss to cash provided by operating activities
is depreciation and amortization of approximately $3,784,000.
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 not be experiencing downswings. However, the geographic
diversification of the portfolio may not protect against a general downturn in
the national economy. The Partnership has fully invested the proceeds of its
offering in 42 local partnerships, all of which have their tax credits in place.
The tax credits are attached to the project for a period of ten years and are
transferable with the property during the remainder of such ten year period. If
the General Partners determined that a sale of property is warranted, the
remaining tax credits would transfer to the new owner, thereby adding value to
the property on the market. The financial statements do not include any
adjustment to the carrying value of the properties that might result from the
market value of the tax credits.
Results of Operations
- ---------------------
The results of operations for the three and nine months ended December 31, 2002
continued to be in the form of rental income with corresponding expenses divided
among operations, depreciation and mortgage interest.
Rental income remained fairly consistent with increases of approximately 5% for
both the three and nine months ended December 31, 2002 as compared to the
corresponding periods in 2001, primarily due to rental rate increases.
Total expenses, excluding general and administrative-related parties, operating
and other, repairs and maintenance and insurance, remained fairly consistent
with a decrease of approximately 1% for both the three and nine months ended
December 31, 2002, as compared to 2001.
General and administrative-related parties expenses increased approximately
$24,000 and $130,000 for the three and nine months ended December 31, 2002 as
compared to the corresponding periods in 2001, primarily due to an increase in
property management fees incurred to affiliates of the Local Partnership's
general partners.
13
Operating and other expenses decreased approximately $42,000 and $67,000 for the
three and nine months ended December 31, 2002 as compared to the corresponding
periods in 2001, primarily due to an underaccrual of water and sewer expense at
one Local Partnership in the second quarter of 2001.
Repairs and maintenance expenses increased approximately $90,000 and $321,000
for the three and nine months ended December 31, 2002 as compared to the
corresponding periods in 2001, primarily due to insurance reimbursements for
fire damages at one Local Partnership in 2001 and an increase in ground
maintenance at two other Local Partnerships in 2002.
Insurance expenses increased approximately $15,000 and $53,000 for the three and
nine months ended December 31, 2002 as compared to the corresponding periods in
2001, primarily due to an increase in insurance premiums at the Local
Partnerships.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
The Partnership is not exposed to market risk since its mortgage indebtedness
bears fixed rates of interest.
Item 4. Controls and Procedures
The Principal Executive Officer and Principal Financial Officer of Related
Freedom Associates L.P. and Freedom GP Inc., each of which is a general partner
of 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 ended December 31, 2002 as filed with the Securities and Exchange
Commission and has judged such controls and procedures to be effective as of
December 31, 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
99.1Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
Current report on Form 8-K/A dated August 28, 2002, was filed on
September 3, 2002, relating to the change in Partnership's accountant.
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.
FREEDOM TAX CREDIT PLUS L.P.
(Registrant)
By: RELATED FREEDOM ASSOCIATES L.P.,
a General Partner
By: RELATED FREEDOM ASSOCIATES INC.,
General Partner
Date: February 5, 2003
By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes, President
(Principal Executive and
Financial Officer)
Date: February 5, 2003
By: /s/ Glenn F. Hopps
------------------
Glenn F. Hopps, Treasurer
(Principal Accounting Officer)
and
By: FREEDOM GP INC.,
a General Partner
Date: February 5, 2003
By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes, President
(Principal Executive and
Financial Officer)
Date: February 5, 2003
By: /s/ Glenn F. Hopps
------------------
Glenn F. Hopps, Treasurer
(Principal Accounting Officer)
CERTIFICATION
I, Alan P. Hirmes, Principal Executive Officer and Principal Financial Officer
of Related Freedom Associates L.P. and Freedom GP Inc. (the "General Partners"),
each of which is a general partner of Freedom Tax Credit Plus L.P. (the
"Partnership"), hereby certify that:
1. I have reviewed this quarterly report on Form 10-Q for the period
ended December 31, 2002 of the Partnership;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit stating 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 that
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 December 31, 2002 (the "Evaluation
Date"); and
c) presented in this quarterly report my conclusions about the
effectiveness of the disclosure controls and procedures based on my
evaluation as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the
Partnership's auditors and to the boards of directors of the General
Partners:
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.
By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes
Principal Executive Officer and
Principal Financial Officer
February 5, 2003
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 Freedom Tax Credit Plus L.P. (the
"Partnership") on Form 10-Q for the period ended December 31, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Alan P. Hirmes, Principal Executive Officer and Principal Financial Officer of
Related Freedom Associates L.P. and Freedom GP Inc., each of 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
Principal Executive Officer and Principal Financial Officer
February 5, 2003