UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB/A
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended September 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)
The issuer recently discovered that it had inadvertently omitted conformed
signatures on certain certifications included in its 10-QSB filing made November
13, 2002. Original signatures were complete and on file with the issuer at the
time the 10-QSB filing was made in November; however, due to a clerical error,
conformed signatures were not included in the electronic filing. This amendment
is being filed solely to correct this inadvertent clerical error.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED CAPITAL GROWTH FUND
BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
September 30, 2002
Assets
Cash and cash equivalents $ 1,089
Receivables and deposits 673
Restricted escrows 21
Other assets 686
Investment properties:
Land $ 4,610
Buildings and related personal property 44,551
49,161
Less accumulated depreciation (33,099) 16,062
$ 18,531
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 129
Tenant security deposit liabilities 313
Accrued property taxes 541
Other liabilities 683
Mortgage notes payable 35,197
Partners' Deficit
General partner $ (5,437)
Limited partners (49,196 units issued and
outstanding) (12,895) (18,332)
$ 18,531
See Accompanying Notes to Financial Statements
CONSOLIDATED CAPITAL GROWTH FUND
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per unit data)
Three Months Ended Nine Months Ended
September 30, September 30,
2002 2001 2002 2001
Revenues: (Restated)
Rental income $ 2,689 $ 2,903 $ 7,948 $ 8,566
Other income 224 175 541 487
Casualty gain (Note C) -- 23 -- 80
Total revenues 2,913 3,101 8,489 9,133
Expenses:
Operating 1,044 1,307 3,238 3,768
General and administrative 104 117 460 449
Depreciation 556 560 1,730 1,707
Interest 645 648 1,937 1,772
Property taxes 183 188 560 580
Loss on early extinguishment of debt
(Note D) -- -- -- 64
Total expenses 2,532 2,820 7,925 8,340
Net income $ 381 $ 281 $ 564 $ 793
Net income allocated to general partner
(1%) $ 4 $ 3 $ 6 $ 8
Net income allocated to limited partners
(99%) 377 278 558 785
$ 381 $ 281 $ 564 $ 793
Net income per limited partnership unit $ 7.66 $ 5.65 $ 11.34 $ 15.96
Distribution per limited partnership unit $ -- $ 79.12 $ 30.59 $101.19
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 nine months
ended September 30, 2002 -- 6 558 564
Partners' deficit at
September 30, 2002 49,196 $(5,437) $(12,895) $(18,332)
See Accompanying Notes to Financial Statements
CONSOLIDATED CAPITAL GROWTH FUND
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
2002 2001
Cash flows from operating activities:
Net income $ 564 $ 793
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 1,730 1,707
Amortization of loan costs 51 56
Bad debt expense, net 239 126
Casualty gain -- (80)
Loss on early extinguishment of debt -- 64
Change in accounts:
Receivables and deposits (613) (463)
Other assets (79) (69)
Accounts payable (17) (138)
Tenant security deposit liabilities 36 47
Accrued property taxes 541 507
Other liabilities 252 (144)
Net cash provided by operating activities 2,704 2,406
Cash flows from investing activities:
Property improvements and replacements (826) (1,532)
Net withdrawals from restricted escrows 272 272
Insurance proceeds received -- 115
Net cash used in investing activities (554) (1,145)
Cash flows from financing activities:
Principal payments on mortgage notes payable (185) (39)
Distributions to partners (1,520) (5,610)
Proceeds from refinancing -- 10,790
Repayment of mortgage note payable -- (6,000)
Loan costs paid -- (371)
Net cash used in financing activities (1,705) (1,230)
Net increase in cash and cash equivalents 445 31
Cash and cash equivalents at beginning of period 644 1,340
Cash and cash equivalents at end of period $ 1,089 $ 1,371
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,886 $ 1,686
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 nine months ended September 30, 2001.
See Accompanying Notes to Financial Statements
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 nine month
periods ended September 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 $432,000 and
$462,000 for the nine months ended September 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 $266,000 and $724,000 for the
nine months ended September 30, 2002 and 2001, respectively, which is included
in general and administrative expenses and investment properties. Included in
these amounts are fees related to construction management services provided by
an affiliate of the General Partner of approximately $8,000 and $464,000 for the
nine months ended September 30, 2002 and 2001, respectively. The construction
management fees are calculated based upon a percentage of current year additions
to the investment properties.
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 nine months
ended September 30, 2002 and 2001, affiliates of the General Partner received
approximately $135,000 and $105,000, 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 nine months ended September
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 nine months ended September 30, 2001, a net casualty gain of
approximately $80,000 was recorded at Doral Springs Apartments. Approximately
$57,000 of this gain related to a flood that occurred in October 2000. This gain
was a result of the receipt of insurance proceeds of approximately $76,000
reduced by the write-off of the net book value of the destroyed assets totaling
approximately $19,000. Approximately $23,000 of this gain related to sewer and
water line damage that occurred in November 2000. This gain was a result of the
receipt of insurance proceeds of $39,000 reduced by the write-off of the net
book value of the destroyed assets totaling approximately $16,000.
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 is
scheduled to be fully amortized. Total capitalized loan costs were approximately
$371,000 at September 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 Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements in certain circumstances. The matters discussed
in this report contain certain forward-looking statements, including, without
limitation, statements regarding future financial performance and the effect of
government regulations. The discussions of the Registrant's business and results
of operations, including forward-looking statements pertaining to such matters,
do not take into account the effects of any changes to the Registrant's business
and results of operations. Actual results may differ materially from those
described in the forward-looking statements and will be affected by a variety of
risks and factors including, without limitation: national and local economic
conditions; the terms of governmental regulations that affect the Registrant and
interpretations of those regulations; the competitive environment in which the
Registrant operates; financing risks, including the risk that cash flows from
operations may be insufficient to meet required payments of principal and
interest; real estate risks, including variations of real estate values and the
general economic climate in local markets and competition for tenants in such
markets; and possible environmental liabilities. Readers should carefully review
the Registrant's financial statements and the notes thereto, as well as the risk
factors described in the documents the Registrant files from time to time with
the Securities and Exchange Commission.
The Partnership's investment properties consist of four apartment complexes. The
following table sets forth the average occupancy of the properties for the nine
months ended September 30, 2002 and 2001:
Average Occupancy
Property 2002 2001
Breckinridge Square 88% 90%
Louisville, Kentucky
Churchill Park 79% 90%
Louisville, Kentucky
The Lakes 87% 92%
Raleigh, North Carolina
Doral Springs 94% 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 income for the three and nine months ended September 30,
2002 was approximately $381,000 and $564,000, respectively, as compared to net
income of approximately $281,000 and $793,000 for the three and nine months
ended September 30, 2001. The increase in income for the three months ended
September 30, 2002 is due to a decrease in total expenses, offset by a decrease
in total revenue. The decrease in net income for the nine months ended September
30, 2002 is due to a decrease in total revenue offset by a decrease in total
expenses.
Total revenues decreased for the three and nine months ended September 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 September 30, 2002 decreased due to a
decrease in operating expenses. Total expenses decreased for the nine months
ended September 30, 2002 due to a decrease in operating expense 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"), 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.
Included in general and administrative expense for the three and nine months
ended September 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 September 30, 2002, the Partnership had cash and cash equivalents of
approximately $1,089,000 compared to approximately $1,371,000 at September 30,
2001. Cash and cash equivalents increased approximately $445,000 from December
31, 2001 due to approximately $2,704,000 of cash provided by operating
activities partially offset by approximately $554,000 of cash used in investing
activities and approximately $1,705,000 of cash used in financing 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 Partnership and to comply with
Federal, state, local, legal and regulatory requirements. The General Partners
monitors developments in the area of legal and regulatory compliance and is
studying new federal laws, including the Sarbanes-Oxley Act of 2002. The
Sarbanes-Oxley Act of 2002 mandates or suggests additional compliance measures
with regard to governance, disclosure, audit and other areas. In light of these
changes, the Partnership expects that it will incur higher expenses related to
compliance, including increased legal and audit fees. Capital improvements
planned for each of the Partnership's properties are detailed below.
Breckinridge Square Apartments: For 2002, the Partnership has budgeted
approximately $168,000 for capital improvements for HVAC, appliance, water meter
and floor covering replacements. The Partnership has spent approximately
$211,000 in budgeted and unbudgeted capital expenditures at Breckinridge Square
Apartments during the nine months ended September 30, 2002, consisting primarily
of plumbing fixtures, water heaters and appliances, HVAC 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
$304,000 for capital improvements for interior painting of common areas, water
conservation enhancement, and door, air conditioning and floor covering
replacements. The Partnership completed approximately $219,000 in capital
expenditures at Churchill Park Apartments as of September 30, 2002, consisting
primarily of air conditioning and plumbing upgrades, floor covering, water/sewer
upgrades, and appliance and door 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
$251,000 for capital improvements, consisting primarily of lighting, floor
covering, appliance, and water heater replacements. The Partnership has spent
approximately $304,000 in budgeted and unbudgeted capital expenditures at The
Lakes Apartments as of September 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
$134,000 for capital improvements, consisting primarily of floor covering, air
conditioning and appliance replacements. The Partnership completed approximately
$92,000 in capital expenditures at Doral Springs Apartments as of September 30,
2002, consisting primarily of office computers, air conditioning, lighting, and
floor covering, appliance and major sewer 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 $35,197,000 of which approximately $24,690,000
requires monthly interest only payments. These notes require balloon payments on
December 1, 2005. The remaining indebtedness, approximately $10,507,000,
requires monthly principal and interest payments of approximately $87,000. This
note is scheduled to 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 nine months ended
September 30, 2002 and 2001 (in thousands, except per unit data):
Nine Months Per Limited Nine Months Per Limited
Ended Partnership Ended Partnership
September 30, 2002 Unit September 30, 2001 Unit
Operations $1,520 $30.59 $1,177 $ 23.68
Refinancing proceeds
(1) -- -- 4,433 77.51
$1,520 $30.59 $5,610 $101.19
(1) Refinancing proceeds from Doral Springs Apartments.
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 31,732.75 limited partnership units
(the "Units") in the Partnership representing 64.51% of the outstanding Units at
September 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. In this regard, on September 27, 2002 a tender offer by AIMCO
Properties, L.P., to acquire any and all of the Units not owned by affiliates of
AIMCO for a purchase price of $120.00 per Unit expired. Pursuant to this offer,
AIMCO acquired 293.5 Units during the quarter ended September 30, 2002. 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 64.51% 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 Partnership 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.
ITEM 3. CONTROLS AND PROCEDURES
The principal executive officer and principal financial officer of the General
Partner, who are the equivalent of the Partnership's principal executive officer
and principal financial officer, respectively, have, within 90 days of the
filing date of this quarterly report, evaluated the effectiveness of the
Partnership's disclosure controls and procedures (as defined in Exchange Act
Rules (13a-14(c) and (15d-14(c)) and have determined that such disclosure
controls and procedures are adequate. There have been no significant changes in
the Partnership's internal controls or in other factors that could significantly
affect the Partnership's internal controls since the date of evaluation. The
Partnership does not believe any significant deficiencies or material weakness
exist in the Partnership's internal controls. Accordingly, no corrective actions
have been taken.
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 September 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: January 9, 2003
CERTIFICATION
I, Patrick J. Foye, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Consolidated Capital
Growth Fund;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and 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.
Date: November 13, 2002
/s/Patrick J. Foye
Patrick J. Foye
Executive Vice President of ConCap Equities
Inc., equivalent of the chief executive officer
of the Partnership
CERTIFICATION
I, Paul J. McAuliffe, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Consolidated Capital
Growth Fund;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and 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.
Date: November 13, 2002
/s/Paul J. McAuliffe
Paul J. McAuliffe
Executive Vice President and Chief Financial
Officer of ConCap Equities Inc., equivalent of
the chief financial officer of the Partnership
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 September 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: November 13, 2002
/s/ Paul J. McAuliffe
Name: Paul J. McAuliffe
Date: November 13, 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.