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 March 31, 2004
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ------- EXCHANGE ACT OF 1934
Commission File Number 0-18491
CAPITAL MORTGAGE PLUS L.P.
--------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3502020
- ------------------------------- -------------------
(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
----- -----
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes No X
----- -----
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CAPITAL MORTGAGE PLUS L.P.
(a limited partnership)
STATEMENTS OF FINANCIAL CONDITION
============ ============
March 31, December 31,
2004 2003
------------ ------------
(Unaudited)
ASSETS
Investments in mortgage loans
(Note 2) $ 15,844,606 $ 15,891,923
Cash and cash equivalents 659,073 561,730
Accrued interest receivable
(net of allowance of $790,641
and $759,641) 206,609 193,876
Loan origination costs
(net of accumulated
amortization of $180,968
and $177,323) 479,633 483,278
------------ ------------
Total assets $ 17,189,921 $ 17,130,807
============ ============
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Liabilities:
Accounts payable and other
liabilities $ 37,251 $ 25,014
Due to general partner and
affiliates (Note 3) 63,221 18,250
------------ ------------
Total liabilities 100,472 43,264
------------ ------------
Partners' capital (deficit):
Limited Partners (1,836,660 BACs
issued and outstanding) 17,304,200 17,302,333
General Partner (214,751) (214,790)
------------ ------------
Total partners' capital (deficit) 17,089,449 17,087,543
------------ ------------
Total liabilities and partners' capital
(deficit) $ 17,189,921 $ 17,130,807
============ ============
See Accompanying Notes to Financial Statements.
2
CAPITAL MORTGAGE PLUS L.P.
(a limited partnership)
STATEMENTS OF INCOME
(Unaudited)
=========================
Three Months Ended
March 31,
-------------------------
2004 2003
-------------------------
Revenues
Interest income:
Mortgage loans (Note 2) $365,966 $380,956
Temporary investments 915 10,539
Other income 400 963
-------- --------
Total revenues 367,281 392,458
-------- --------
Expenses
General and administrative 29,626 16,571
General and administrative-
related parties (Note 3) 43,322 40,043
Provision for bad debts 31,000 30,559
Amortization 17,903 25,914
-------- --------
Total expenses 121,851 113,087
-------- --------
Net income $245,430 $279,371
======== ========
Allocation of Net income:
Limited Partners $240,521 $273,784
======== ========
General Partner $ 4,909 $ 5,587
======== ========
Net income per BAC $ 0.13 $ 0.15
======== ========
See Accompanying Notes to Financial Statements.
3
CAPITAL MORTGAGE PLUS L.P.
(a limited partnership)
STATEMENT OF CHANGES IN
PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
=================================================
Limited General
Total Partners Partner
-------------------------------------------------
Partners' capital
(deficit) -
January 1, 2004 $ 17,087,543 $ 17,302,333 $ (214,790)
Net income 245,430 240,521 4,909
Distributions (243,524) (238,654) (4,870)
------------ ------------ ------------
Partners' capital
(deficit) -
March 31, 2004 $ 17,089,449 $ 17,304,200 $ (214,751)
============ ============ ============
See Accompanying Notes to Financial Statements.
4
CAPITAL MORTGAGE PLUS L.P.
(a limited partnership)
STATEMENTS OF CASH FLOWS
(Unaudited)
==============================
Three Months Ended
March 31,
------------------------------
2004 2003
------------------------------
Cash flows from operating activities:
Net income $ 245,430 $ 279,371
Adjustments to reconcile net income
to net cash provided by operating
activities:
Provision for bad debts 31,000 30,559
Amortization expense 17,903 25,914
Amortization of interest rate buydown 0 (363)
Increase in accrued interest receivable (43,733) (30,046)
Decrease in other assets 0 406,229
Increase (decrease) in accounts payable
and other liabilities 12,237 6,068
Increase (decrease) in due to general partner
and affiliates 44,971 15,090
----------- -----------
Net cash provided by operating
activities 307,808 732,822
----------- -----------
Cash flows from investing activities:
Receipt of principal on mortgage
loans 33,059 30,497
----------- -----------
Cash flows from financing activities:
Distributions to partners (243,524) (6,903,850)
----------- -----------
5
CAPITAL MORTGAGE PLUS L.P.
(a limited partnership)
STATEMENTS OF CASH FLOWS
(Unaudited)
(continued)
==============================
Three Months Ended
March 31,
------------------------------
2004 2003
------------------------------
Net increase (decrease) in cash and cash
equivalents 97,343 (6,140,531)
Cash and cash equivalents at
beginning of period 561,730 6,659,016
----------- -----------
Cash and cash equivalents at
end of period $ 659,073 $ 518,485
=========== ===========
See Accompanying Notes to Financial Statements.
6
CAPITAL MORTGAGE PLUS L.P.
(a limited partnership)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2004
(Unaudited)
Note 1 - General
The unaudited financial statements have been prepared on the same basis as the
audited financial statements included in the Partnership's Annual Report on Form
10-K for the year ended December 31, 2003. In the opinion of the General
Partner, 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 March 31, 2004 and the results
of operations and its cash flows for the three months ended March 31, 2004 and
2003. However, the operating results for the three months ended March 31, 2004
may not be indicative of the results for the year.
Certain information and note disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted. It is suggested that these financial statements 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 December 31, 2003.
The Partnership was formed to invest in insured or guaranteed mortgage
investments. The Partnership has invested in first mortgage construction and
permanent loans ("Mortgages") to finance multifamily residential rental
properties developed by unaffiliated entities. The Partnership has also invested
in uninsured equity loans ("Equity Loans") made directly to developers of
developments on which the Partnership holds a Mortgage.
7
CAPITAL MORTGAGE PLUS L.P.
(a limited partnership)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2004
(Unaudited)
Note 2 - Investments in Mortgage Loans
Information relating to investments in the Mortgages and Equity Loans as of
March 31, 2004 is as follows:
Amounts Advanced
--------------------------------------------------------------------------
No. of Date
Apart- of Final Total Investments Investments
Property/ ment Invest- Maturity Mortgage Equity Amounts in Loans at in Loans at
Location Units ment Date Loans Loans Advanced 3/31/2004(E) 12/31/2003(E)
- --------- ------ ------- -------- ----------- ------------ ----------- ------------ -------------
Windemere 204 9/90 5/32 $ 8,110,300 $ 736,550 $ 8,846,850 $ 7,565,951 $ 7,583,559
Apts./
Wichita, KS
Fieldcrest III 112 8/91 7/32 3,343,700 383,300 3,727,000 3,157,488 3,163,777
Apts./
Dothan, AL
Holly Ridge 144 3/93 8/34 5,310,100 684,400 5,994,500 5,121,167 5,144,587
II Apts./
Gresham, OR
--------------------------------------------------------------------------
Total $16,764,100 $1,804,250 $18,568,350 $ 15,844,606 $ 15,891,923
==========================================================================
Interest earned by the Parntership during 2004
-------------------------------------------------------
Non-contingent Contingent
-------------------- -------------------------------
Cash
Flow
Base Default Annual Partici-
Interest Interest Yield pation Total
Property/ Amount/ Amount/ Amount/ Amount/ Interest
Location Rate(A) Rate(B) Rate(C) Rate(D) Earned
- --------- -------- -------- ------- -------- --------
Windemere $150,489 $ 31,000 0 0 $181,489
Apts./ 7.95% 1.60% 1.08% 30.00%
Wichita, KS
Fieldcrest III 68,563 0 0 0 68,563
Apts./ 8.68% 0% 1.36% 30.00%
Dothan, AL
Holly Ridge 102,914 13,000 0 0 115,914
II Apts./ 8.125% 1.00% .64% 30.00%
Gresham, OR
-------------------------------------------------------
Total $321,966 $ 44,000 $ 0 $ 0 $365,966
=======================================================
8
CAPITAL MORTGAGE PLUS L.P.
(a limited partnership)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2004
(Unaudited)
(A) Base Interest on the Mortgages is that amount that is insured/co-insured by
the Department of Housing and Urban Development ("HUD") and is being shown
net of servicing fees.
(B) Default Interest is the minimum amount due over the base rate, and is not
contingent upon cash flow. This interest is secured by partnership
interests in the borrower.
(C) Annual Yield is the amount over the default rate and is contingent upon
property cash flow.
(D) Cash Flow Participation is the percent of cash flow due to the Partnership
after payment of the Annual Yield and is contingent upon property cash
flow.
(E) The Investments in Loans amount reflects the unpaid balance of the
Mortgages and the unamortized balance of the Equity Loans in the amounts of
$15,789,948 and $54,658, respectively, at March 31, 2004 and $15,823,007
and $68,916, respectively, at December 31, 2003.
9
CAPITAL MORTGAGE PLUS L.P.
(a limited partnership)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2004
(Unaudited)
Investments in loans January 1, 2003 $16,098,198
Additions:
Fieldcrest discount amortization 982
Deductions:
Amortization of Equity Loans (84,457)
Collection of principal - Windemere (67,015)
- Fieldcrest (23,829)
- Holly Ridge (31,956)
-----------
(207,257)
-----------
Investments in loans
December 31, 2003: 15,891,923
-----------
Deductions
Amortization of Equity Loans (14,258)
Collection of principal - Windemere (17,608)
- Fieldcrest (6,289)
- Holly Ridge (9,162)
-----------
(47,317)
-----------
Investments in loans March 31, 2004 $15,844,606
===========
The Windemere Mortgage is co-insured by HUD and Related Mortgage Corporation
("RMC"), an affiliate of the General Partner. The Fieldcrest III and Holly Ridge
II Mortgages are insured by HUD.
In addition to the interest rate payable the Partnership will be entitled to
payment of 30% of cash flow remaining after payment of the permanent loan
interest and accrued interest if any, and certain amounts from sales or
refinancing proceeds.
The Equity Loans are non-interest bearing and are secured by the assignment of
the owner/developers' interests in the properties. The Equity Loans are not
insured by HUD or any other party and, for financial statement reporting
purposes, are considered to be premiums paid to obtain the Mortgages. These
premiums are amortized over the average expected lives of the respective
Mortgages.
At March 31, 2004, all of the loans due to the Partnership are current with
respect to their Federal Housing Authority ("FHA") Mortgage obligations.
Windemere has not paid its default interest of an aggregate of approximately
10
CAPITAL MORTGAGE PLUS L.P.
(a limited partnership)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2004
(Unaudited)
$751,000 for the three months ended March 31, 2004 and the years ended December
31, 2003, 2002, 2001, 2000, 1999 and 1996. Hollyridge has not paid its default
interest of an aggregate of approximately $105,000 for the three months ended
March 31, 2004 and the years ended December 31, 2003 and 2001. As a result, an
allowance for uncollectability relating to the default interest amounted to
approximately $791,000 and $760,000 at March 31, 2004 and December 31, 2003,
respectively. The allowance has been reflected in provision for bad debts on the
statements of income.
Note 3 - Related Parties
The costs incurred to related parties for the three months ended March 31, 2004
and 2003 were as follows:
=======================
Three Months Ended
March 31,
-----------------------
2004 2003
-----------------------
Partnership management fees (a) $24,322 $24,322
Expense reimbursement (b) 19,000 15,721
------- -------
Total general and administrative-
related parties $43,322 $40,043
======= =======
11
CAPITAL MORTGAGE PLUS L.P.
(a limited partnership)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2004
(Unaudited)
(a) A Partnership management fee for managing the affairs of the Partnership
equal to .5% per annum of invested assets is payable out of cash flow to the
General Partner. At March 31, 2004 and December 31, 2003, a balance of
approximately $24,000 and $0 was due to the General Partners for these fees.
(b) The General Partner and its affiliates perform services for the Partnership
which include, but are not limited to: accounting and financial management,
registrar, transfer and assignment functions, asset management, investor
communications, printing services and other administrative services. The amount
of reimbursement from the Partnership is limited by the provisions of the
Partnership Agreement. An affiliate of the General Partner performs asset
monitoring services for the Partnership. These asset monitoring services include
site visits and evaluations of the performance of the properties securing the
loans. Fees owed to the General Partner amounting to approximately $38,000 and
$19,000 were accrued and unpaid as of March 31, 2004 and December 31, 2003,
respectively.
RMC is a co-insurer on the Windemere Mortgage in which the Partnership has
invested. RMC is entitled to a mortgage insurance premium which is paid by the
mortgagor.
Note 4 - Subsequent Event
It is anticipated that during May 2004, distributions of approximately $239,000
and $5,000 will be paid to BACs holders and the General Partner, respectively,
representing the 2004 first quarter distribution.
12
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Capital Resources and Liquidity
- -------------------------------
Sources of Partnership funds included interest earned on (1) investments in
Mortgage and Equity Loans and (2) the working capital reserve.
During the three months ended March 31, 2004, cash and cash equivalents of the
Partnership increased by approximately $97,000 due to cash provided by operating
activities of approximately $308,000 and collections of principal on mortgage
loans of approximately $33,000 less distributions paid to Partners of
approximately $244,000. Amortization of approximately $18,000 is included in the
adjustments to reconcile the net income to cash provided by operating
activities.
A distribution of approximately $239,000 was made to the limited partners or
BACs holders during the three months ended March 31, 2004. A total of
approximately $5,000 was distributed to the General Partner during the three
months ended March 31, 2004.
Management is not aware of any trends or events, commitments or uncertainties
that will impact liquidity in a material way. Management believes the only
impact would be from laws that have not yet been adopted. All base interest and
the principal of the Partnership's investments in Mortgages are insured or
co-insured by HUD and additionally one Mortgage is coinsured by a private
mortgage lender (which is an affiliate of the General Partner). The
Partnership's investments in uninsured non-interest bearing Equity Loans (which
represented approximately 10% of the Partnership's portfolio when originated)
are secured by partnership interests in these properties. Due to the prepayment
of two of the Partnership's original investments in Mortgages and Equity Loans,
the portfolio is not diversified by location around the United States. Thus, the
Partnership may not be protected against a general downturn in the national
economy.
Critical Accounting Policies
- ----------------------------
The financial statements are prepared in accordance with accounting principles
generally accepted in the United States of America, which requires the
Partnership to make certain estimates and assumptions. A summary of significant
accounting policies is disclosed in Note 2 to the financial statements which are
included in the Partnership's annual report on Form 10-K for the year ended
December 31, 2003. The following section is a summary of certain aspects of
those accounting policies that may require subjective or complex judgments and
are most important to the portrayal of Partnership's financial condition and
results of operations. The Partnership believes that there is a low probability
13
that the use of different estimates or assumptions in making these judgments
would result in materially different amounts being reported in the financial
statements.
o Interest income on the Mortgages consist of contingent and
non-contingent interest as defined in the mortgage notes and other
additional interest agreements. Non-contingent interest consists of
base and default interest, which is recognized on the effective
interest method. Contingent interest is based on the underlying
property's cash flows and is recognized when received.
o If the interest receivable exceeds the estimated value derived by
management, the Partnership adjusts the allowance account to reflect
its estimated fair value.
o The Equity Loans are considered to be premiums paid to obtain the
Mortgages and are amortized over the average expected lives of the
respective Mortgages.
New Accounting Pronouncements
- -----------------------------
In January 2003, the Financial Accounting Standards Board issued FASB
Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46").
FIN 46 is applicable immediately for variable interest entities created after
January 31, 2003. For variable interest entities created before February 1,
2003, the provisions of FIN 46 are applicable no later than December 15, 2003.
The Partnership has not created any variable interest entities after January 31,
2003. In December 2003, the FASB redeliberated certain proposed modifications
and revised FIN 46 ("FIN 46 (R)"). The revised provisions are applicable no
later than the first reporting period ending after March 15, 2004. The
Partnership does not absorb any losses from its investments in Mortgages and
Equity Loans. In addition such loans are insured or co-insured by HUD and thus
the Partnership has concluded that consolidation of the financial statements of
its Mortgages and Equity Loans is not required.
Results of Operations
- ---------------------
Three months ended March 31, 2004 compared with the three months ended March 31,
- --------------------------------------------------------------------------------
2003
- ----
Results of operations for the three months ended March 31, 2004 and 2003
consisted primarily of interest income earned from investment in Mortgages of
approximately $366,000 and $381,000, respectively.
Interest income from temporary investments decreased approximately $10,000 for
the three months ended March 31, 2004 as compared to the same period in 2003
14
primarily due to lower cash and cash equivalents balance earning interest.
General and administrative increased approximately $13,000 for the three months
ended March 31, 2004 as compared to the same period in 2003, primarily due to an
underaccrual of accounting in 2003 and an increase in legal expense associated
with the Paco Development, L.L.C. tender offer. See Item 6.
Amortization expense decreased approximately $8,000 for the three months ended
March 31, 2004 as compared to the same period in 2003, primarily due to the
Equity Loan of Fieldcrest being fully amortized as of December 31, 2003.
A provision for bad debts of approximately $31,000 was charged to operations for
the three months ended March 31, 2004, representing the 2004 default interest
due for Windemere, none of which is expected to be paid.
Off-Balance Sheet Arrangements
- ------------------------------
The Partnership has no off-balance sheet arrangements.
Tabular Disclosure of Contractual Obligations
- ---------------------------------------------
The Partnership does not have any contractual obligations of the type required
to be disclosed under this heading.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The Partnership does not have any market risk sensitive instruments.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
- ------------------------------------------------
The Principal Executive Officer and Principal Financial Officer of CIP
Associates, Inc., the general partner of the Partnership, has evaluated the
effectiveness of the Partnership's disclosure controls and procedures (as such
term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange
Act of 1934, as amended ("Exchange Act") as of the end of the period covered by
this report. Based on such evaluation, such officer has concluded that, as of
the end of such period, the Partnership's disclosure controls and procedures are
effective.
15
Internal Control over Financial Reporting
- -----------------------------------------
There have not been any changes in Partnership's internal control over financial
reporting during the period to which this report relates that have materially
affected, or are reasonably likely to materially affect, the Partnership's
internal control over financial reporting.
16
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:
31.1 Certification Pursuant to Rule 13a-14(a) or Rule
15d-14(a).
32.1 Certification Pursuant to Rule 13a-14(b) or Rule 15d-14
(b) and Section 1350 of Title 18 of the United States
Code (18 U.S.C. 1350).
(b) Current report on Form 8-K -
On January 6, 2004, Registrant filed with the SEC a Current
Report on Form 8-K. This Current Report contained details
regarding a tender offer by Paco Development, L.L.C. and
Registrant's response to such tender offer via a press release.
17
SIGNATURES
Pursuant to the requirements 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.
CAPITAL MORTGAGE PLUS L.P.
By: CIP ASSOCIATES, INC.
General Partner
Date: May 12, 2004
By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes
Senior Vice President
(Principal Executive and Financial
Officer)
Date: May 12, 2004
By: /s/ Glenn F. Hopps
------------------
Glenn F. Hopps
Treasurer
(Principal Accounting Officer)
Exhibit 31.1
CERTIFICATION PURSUANT TO RULE
13A-14(A) OR RULE 15D-14(A)
I, Alan P. Hirmes, Principal Executive Officer and Principal Financial Officer
of CIP Associates, Inc., (the "General Partner"), the general partner of Capital
Mortgage Plus L.P. (the "Partnership"), hereby certify that:
1. I have reviewed this quarterly report on Form 10-Q for the period
ending March 31, 2004 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-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rues 13a-15(f) and 15d-15(f)) for the Partnership and I
have:
a) designed such disclosure controls and procedures or caused such
disclosure controls and procedures to be designed under my supervision,
to ensure that material information relating to the Partnership,
including its consolidated subsidiaries, is made known to me by others
within those entities, particularly during the period in which this
quarterly report was being prepared;
b) designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under my
supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles; and
c) evaluated the effectiveness of the Partnership's disclosure controls
and procedures and presented in this report my conclusions about the
effectiveness of the disclosure controls and procedures as of the end
of the period covered by this quarterly report based on such
evaluation; and
d) disclosed in this quarterly report any change in the Partnership's
internal control over financial reporting that occurred during the
period ending March 31, 2004 that has materially affected, or is
reasonably likely to materially affect, the Partnership's internal
control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal
control over financial reporting, to the Partnership's auditors and to
the boards of directors of the General Partners:
a) all significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the Partnership's ability to
record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Partnership's
internal control over financial reporting.
Date: May 12, 2004
------------
By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes
Principal Executive Officer and
Principal Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO
RULE 13A-14(B) OR RULE 15D-14(B) AND
SECTION 1350
OF TITLE 18 OF THE UNITED STATES
CODE (18 U.S.C. 1350)
In connection with the Quarterly Report of Capital Mortgage Plus L.P. (the
"Partnership") on Form 10-Q for the period ending March 31, 2004 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
CIP Associates, Inc., 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
May 12, 2004