FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from.........to.........
Commission file number 0-15740
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
(Exact name of small business issuer as specified in its charter)
Delaware 04-2924048
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, P. O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
a)
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
BALANCE SHEET
(Unaudited)
September 30, 1998
(in thousands, except unit data)
Assets
Cash and cash equivalents $ 2,121
Receivables and deposits 489
Restricted escrows 703
Other assets 779
Investment properties:
Land $ 6,357
Buildings and related personal property 67,838
74,195
Less accumulated depreciation (33,690) 40,505
$44,597
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 206
Tenant security deposit liabilities 203
Accrued property taxes 205
Other liabilities 495
Mortgage notes payable 45,685
Partners' Deficit:
General partner's $(1,198)
Limited partners' (566 units issued and
outstanding) (999) (2,197)
$44,597
See Accompanying Notes to Financial Statements
b)
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
Revenues:
Rental income $ 2,664 $ 2,474 $ 7,601 $ 7,380
Other income 206 273 760 866
Casualty gain 28 -- 28 --
Total revenues 2,898 2,747 8,389 8,246
Expenses:
Operating 1,108 1,031 3,147 2,758
General and administrative 71 73 226 270
Depreciation 685 717 2,012 2,149
Interest expense 1,082 1,043 3,202 3,088
Property taxes 188 190 583 569
Total expenses 3,134 3,054 9,170 8,834
Net loss $ (236) $ (307) $ (781) $ (588)
Net loss allocated to
general partner (3%) $ (7) $ (9) $ (23) $ (18)
Net loss allocated to
limited partners (97%) (229) (298) (758) (570)
$ (236) $ (307) $ (781) $ (588)
Net loss per limited
partnership unit $ (404) $ (526) $(1,339) $(1,007)
Distributions per limited
partnership unit $ -- $ -- $ -- $ 2,500
See Accompanying Notes to Financial Statements
c)
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner's Partners' Total
Original capital contributions 566 $ -- $47,533 $47,533
Partner' deficit at
December 31, 1997 566 $(1,175) $ (241) $(1,416)
Net loss for the nine months
ended September 30, 1998 -- (23) (758) (781)
Partners' deficit at
September 30, 1998 566 $(1,198) $ (999) $(2,197)
See Accompanying Notes to Financial Statements
d)
RIVERSIDE PARK ASSOCIATED LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
1998 1997
Cash flows from operating activities:
Net loss $ (781) $ (588)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation 2,012 2,149
Amortization of loan costs 250 140
Casualty gain (28) --
Change in accounts:
Receivables and deposits (152) 74
Other assets (27) 307
Accounts payable (35) (20)
Tenant security deposit liabilities 33 (9)
Accrued property taxes 205 169
Other liabilities (136) (470)
Net cash provided by operating activities 1,341 1,752
Cash flows from investing activities:
Property improvements and replacements (995) (554)
Net deposits to restricted escrows (275) (275)
Insurance proceeds 44 --
Net cash used in investing activities (1,226) (829)
Cash flows from financing activities:
Payments of mortgage notes payable (472) (429)
Distributions to partners -- (1,459)
Payment of loan costs -- (2)
Net cash used in financing activities (472) (1,890)
Net decrease in cash and cash equivalents (357) (967)
Cash and cash equivalents at beginning of period 2,478 2,636
Cash and cash equivalents at end of period $ 2,121 $ 1,669
Supplemental disclosure of cash flow information:
Cash paid for interest $ 2,952 $ 2,948
See Accompanying Notes to Financial Statements
e)
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements of Riverside Park Associates
Limited Partnership (the "Partnership") have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-QSB and Item 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 Winthrop Financial Associates, A Limited Partnership (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, 1998, are not
necessarily indicative of the results that may be expected for the fiscal year
ending December 31, 1998. For further information, refer to the financial
statements and footnotes thereto included in the Partnership's annual report on
Form 10-KSB for the fiscal year ended December 31, 1997.
Certain reclassifications have been made to the 1997 information to conform to
the 1998 presentation.
NOTE B - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the General Partner, IPT I
LLC ("IPT I"), the associate general partner of the General Partner, and IPT I's
affiliates for the management and administration of all partnership activities.
The partnership agreement provides for payments to affiliates for property
management services based on a percentage of revenue and an annual partnership
and investor service fee of $110,000 subject to a 6% annual increase commencing
in January 1989.
On October 28, 1997, IPT I was admitted as an associate general partner of the
General Partner. Pursuant to the terms of the Second Amended and Restated
Agreement of Limited Partnership of the General Partner, IPT I has the right to
cause the General Partner to take such action as it deems necessary in
connection with the activities of the Partnership. On October 28, 1997, the
Partnership terminated Winthrop Management as the managing agent, and appointed
an affiliate of IPT I to assume management of the property. The General Partner
does not believe this transaction will have a material effect on the affairs and
operations of the Partnership.
The following fees were paid to affiliates of IPT I and the General Partner
during the nine months ended September 30, 1998 and 1997:
1998 1997
(in thousands)
Property management fees (included in operating
expenses) $332 $316
Reimbursements for services of affiliates and
investor service fees, including $3,000 of
construction services reimbursements in the
nine months ended September 30, 1998 (included
in general and administrative expenses) 204 191
NOTE C - TRANSFER OF CONTROL; SUBSEQUENT EVENT
On October 1, 1998, Insignia Financial Group, Inc. completed its merger with and
into Apartment Investment and Management Company ("AIMCO"), a publicly traded
real estate investment trust, with AIMCO being the surviving corporation (the
"Insignia Merger"). As a result of the Insignia Merger, AIMCO acquired control
of IPT I. In addition, AIMCO also acquired approximately 51% of the outstanding
common shares of beneficial interest of Insignia Properties Trust ("IPT"), the
entity which controls IPT I. Also, effective October 1, 1998, IPT and AIMCO
entered into an Agreement and plan of Merger pursuant to which IPT is to be
merged with and into AIMCO or a subsidiary of AIMCO (the "IPT Merger"). The IPT
Merger requires the approval of the holders of a majority of the outstanding IPT
Shares. AIMCO has agreed to vote all of the IPT Shares owned by it in favor of
the IPT Merger and has granted an irrevocable limited proxy to unaffiliated
representatives of IPT to vote the IPT Shares acquired by AIMCO and its
subsidiaries in favor of the IPT Merger. As a result of AIMCO's ownership and
its agreement, the vote of no other holder of IPT is required to approve the
merger. The General Partner does not believe that this transaction will have a
material effect on the affairs and operations of the Partnership.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Partnership's sole asset is a 1,222 unit apartment complex known as
Riverside Park located in Fairfax County, Virginia. The property is leased to
tenants subject to leases of up to one year. The average occupancy was 96% for
the first nine months of both 1998 and 1997.
The Partnership realized a net loss of approximately $781,000 for the nine
months ended September 30, 1998 compared to a net loss of approximately $588,000
for the nine months ended September 30, 1997. The Partnership's net loss for
the three months ended September 30, 1998 was approximately $236,000 compared to
a net loss of approximately $307,000 for the three months ended September 30,
1997. Contributing to the increase in net loss for the nine months ended
September 30, 1998 as compared to 1997 were increased operating expenses and
decreased other income, which more than offset an increase in rental income and
reduced depreciation expense. Operating expenses increased due to increased
maintenance costs. Maintenance expenses increased as a result of deferred
maintenance being performed at the property as well as additional on site
personnel being hired for ongoing maintenance needs. Other income decreased due
to a decrease in utility income. Rental income increased due to increased
rental rates and decreased concessions. Depreciation expense decreased due to
certain assets becoming fully depreciated during 1997. In addition, a casualty
gain resulted from a fire that damaged one unit at the apartment complex during
1998. The insurance proceeds received for this damage were in excess of the
undepreciated basis of the damaged property that was written off. The decrease
in the net loss for the three months ended September 30, 1998 compared to
September 30, 1997 is due primarily to an increase in rental income, partially
offset by a decrease in other income and increased operating expenses, as
discussed above.
As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment of its investment property to assess the
feasibility of increasing rents, maintaining or increasing occupancy levels and
protecting the Partnership from increases in expenses. 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.
At September 30, 1998, the Partnership held cash and cash equivalents of
approximately $2,121,000 compared to approximately $1,669,000 at September 30,
1997. The net decrease in cash and cash equivalents for the nine months ended
September 30, 1998 is $357,000 compared to a net decrease of $967,000 for the
nine months ended September 30, 1997. Net cash provided by operations decreased
due to the increased net loss, as discussed above, increased cash used for other
assets due to the timing of payments, and a decrease in cash received from
receivables and deposits due to the timing of payments. Cash used in investing
activities increased due to increased property improvements and replacements.
Cash used in financing activities decreased primarily due to the distribution to
the partners paid during the nine months ended September 30, 1997. No
distribution was made to the partners during the nine months ended September 30,
1998.
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 property to adequately maintain the physical assets
and the other operating needs of the Partnership and to comply with Federal,
State, and local legal and regulatory requirements. Such assets are currently
thought to be sufficient for any near-term needs of the Partnership. The General
Partner is currently assessing the need for capital improvements at the
Partnership's property. To the extent that additional capital improvements are
required, the Partnership's distributable cash flow, if any, may be adversely
affected, at least in the short term. The mortgage indebtedness of
approximately $45,685,000 is being amortized over 25 years with a balloon
payment of approximately $43,514,000 due at maturity in September, 2001. The
General Partner will attempt to refinance such indebtedness or sell the property
prior to such maturity date. If the property cannot be refinanced or sold for a
sufficient amount, the Partnership will risk losing the property through
foreclosure. Cash distributions of $1,459,000 were paid to the partners during
the nine months ended September 30, 1997. No distributions were paid during the
corresponding period in 1998. Future cash distributions will depend on the
levels of net cash generated from operations, a property sale or refinancing,
and the availability of cash reserves. The Partnership's distribution policy
will be reviewed on a quarterly basis. There can be no assurance, however, that
the Partnership will generate sufficient funds from operations to permit further
distributions to its partners in 1998 or subsequent periods.
Transfer of Control; Subsequent Event
On October 1, 1998, Insignia Financial Group, Inc. completed its merger with and
into Apartment Investment and Management Company ("AIMCO"), a publicly traded
real estate investment trust, with AIMCO being the surviving corporation (the
"Insignia Merger"). As a result of the Insignia Merger, AIMCO acquired control
of IPT I LLC ("IPT I"), the associate general partner of the General Partner of
the Partnership. In addition, AIMCO also acquired approximately 51% of the
outstanding common shares of beneficial interest of Insignia Properties Trust
("IPT"), the entity which controls IPT I. Also, effective October 1, 1998, IPT
and AIMCO entered into an Agreement and plan of Merger pursuant to which IPT is
to be merged with and into AIMCO or a subsidiary of AIMCO (the "IPT Merger").
The IPT Merger requires the approval of the holders of a majority of the
outstanding IPT Shares. AIMCO has agreed to vote all of the IPT Shares owned by
it in favor of the IPT Merger and has granted an irrevocable limited proxy to
unaffiliated representatives of IPT to vote the IPT Shares acquired by AIMCO and
its subsidiaries in favor of the IPT Merger. As a result of AIMCO's ownership
and its agreement, the vote of no other holder of IPT is required to approve the
merger. The General Partner does not believe that this transaction will have a
material effect on the affairs and operations of the Partnership.
Year 2000
General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems
The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. The Partnership is
dependent upon the General Partner and its affiliates for management and
administrative services ("Managing Agent"). Any computer programs or hardware
that have date-sensitive software or embedded chips may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices, or
engage in similar normal business activities.
The Managing Agent has determined that it will be required to modify or replace
significant portions of its software and certain hardware so that those systems
will properly utilize dates beyond December 31, 1999. The Managing Agent
presently believes that with modifications or replacements of existing software
and certain hardware, the Year 2000 Issue can be mitigated. However, if such
modifications and replacements are not made, or are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the Managing
Agent and the Partnership.
Status of Progress in Becoming Year 2000 Compliant
The Managing Agent's plan to resolve the Year 2000 Issue involves the following
four phases: assessment, remediation, testing and implementation. To date, the
Managing Agent has fully completed its assessment of all information systems
that could be significantly affected by the Year 2000, and has begun the
remediation, testing and implementation phase on both hardware and software
systems. Assessments are continuing in regards to embedded systems in operating
equipment. The Managing Agent anticipates having all phases complete by June 1,
1999.
In addition to the areas the Partnership is relying on the Managing Agent to
verify compliance with, the Partnership has certain operating equipment,
primarily at the property sites, which needed to be evaluated for Year 2000
compliance. The focus of the General Partner was to the security systems,
elevators, heating-ventilation-air-conditioning systems, telephone systems and
switches, and sprinkler systems. The General Partner is currently engaged in the
identification of all non-compliant operational systems, and is in the process
of estimating the costs associated with any potential modifications or
replacements needed to such systems in order for them to be Year 2000 compliant.
It is not expected that such costs would have a material adverse effect upon
the operations of the Partnership.
Risk Associated with the Year 2000
The General Partner believes that the Managing Agent has an effective program in
place to resolve the Year 2000 issue in a timely manner and has appropriate
contingency plans in place for critical applications that could affect the
Partnership's operations. To date, the General Partner is not aware of any
external agent with a Year 2000 issue that would materially impact the
Partnership's results of operations, liquidity or capital resources. However,
the General Partner has no means of ensuring that external agents will be Year
2000 compliant. The General Partner does not believe that the inability of
external agents to complete their Year 2000 resolution process in a timely
manner will have a material impact on the financial position or results of
operations of the Partnership. However, the effect of non-compliance by
external agents is not readily determinable.
Other
Certain items discussed in this quarterly report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements. Such forward-looking statements speak only as of the date
of this quarterly report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates of revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
b) Reports on Form 8-K:
None filed during the quarter ended September 30, 1998.
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.
RIVERSIDE PARK ASSOCIATES
LIMITED PARTNERSHIP
By: Winthrop Financial Associates
Its General Partner
By: IPT I LLC
Its Associate General Partner
By: /s/Patrick Foye
Patrick Foye
Executive Vice President
By: /s/Timothy R. Garrick
Timothy R. Garrick
Vice President - Accounting
(Duly Authorized Officer)
Date: November 13, 1998