United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(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 0-15740
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, PO Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
September 30, 2002
Assets
Cash and cash equivalents $ 812
Receivables and deposits 232
Restricted escrow 1,708
Other assets 993
Investment property:
Land $ 6,357
Buildings and related personal property 76,746
83,103
Less accumulated depreciation (46,075) 37,028
$ 40,773
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 212
Tenant security deposit liabilities 236
Accrued property taxes 212
Other liabilities 916
Mortgage notes payable 57,949
Partners' Deficit:
General partner $ (1,433)
Limited partners (566 units issued and outstanding) (17,319) (18,752)
$ 40,773
See Accompanying Notes to Financial Statements
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
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:
Rental income $ 3,111 $ 3,314 $ 9,578 $ 9,867
Other income 402 300 1,213 1,281
Total revenues 3,513 3,614 10,791 11,148
Expenses:
Operating 984 1,134 3,189 3,675
General and administrative 116 123 366 388
Depreciation 895 836 2,665 2,419
Interest 1,038 963 2,940 2,905
Property taxes 207 209 628 680
Total expenses 3,240 3,265 9,788 10,067
Net income $ 273 $ 349 $ 1,003 $ 1,081
Net income allocated to general
partner (3%) $ 8 $ 10 $ 30 $ 32
Net income allocated to
limited partners (97%) 265 339 973 1,049
$ 273 $ 349 $ 1,003 $ 1,081
Net income per limited
partnership unit $ 468.20 $ 598.94 $ 1,719.08 $1,853.36
Distributions per limited
partnership unit $14,510.60 $1,782.68 $14,510.60 $2,745.58
See Accompanying Notes to Financial Statements
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner Partners Total
Original capital contributions 566 $ -- $ 47,533 $ 47,533
Partners' deficit at
December 31, 2001 566 $(1,376) $(10,079) $(11,455)
Distributions to partners -- (87) (8,213) (8,300)
Net income for the nine months
ended September 30, 2002 -- 30 973 1,003
Partners' deficit at
September 30, 2002 566 $(1,433) $(17,319) $(18,752)
See Accompanying Notes to Financial Statements
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
2002 2001
Cash flows from operating activities:
Net income $ 1,003 $ 1,081
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 2,665 2,419
Amortization of loan costs 31 31
Change in accounts:
Receivables and deposits (90) 151
Other assets (66) (34)
Accounts payable (132) 137
Tenant security deposit liabilities (58) 67
Accrued property taxes 212 270
Other liabilities 255 (23)
Net cash provided by operating activities 3,820 4,099
Cash flows from investing activities:
Property improvements and replacements (1,691) (2,070)
Net deposits to restricted escrows (1,708) --
Net cash used in investing activities (3,399) (2,070)
Cash flows from financing activities:
Payments on mortgage note payable (931) (863)
Proceeds from mortgage note payable 9,500 --
Loan costs paid (127) --
Advances from NHP 1,899 --
Payments on advances from NHP (1,899) --
Distributions to partners (8,300) (3,682)
Net cash provided by (used in) financing activities 142 (4,545)
Net increase (decrease) in cash and cash equivalents 563 (2,516)
Cash and cash equivalents at beginning of period 249 2,988
Cash and cash equivalents at end of period $ 812 $ 472
Supplemental disclosure of cash flow information:
Cash paid for interest $ 2,863 $ 2,874
At September 30, 2002 and December 31, 2001, property improvements and
replacements and accounts payable were adjusted by approximately $139,000 and
$1,078,000, respectively, for non cash activity.
Distributions of approximately $2,080,000 were accrued at December 31, 2000 and
paid during the nine months ended September 30, 2001.
See Accompanying Notes to Financial Statements
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" 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 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. The general partner of the Partnership is Winthrop
Financial Associates, A Limited Partnership (the "General Partner" or "WFA").
NHP Management Company ("NHP"), the associate general partner of the General
Partner and an affiliate of Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust, has the right to
cause the General Partner to take such action as it deems advisable with respect
to the Partnership. In the opinion of 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.
Note B - Transactions with Affiliated Parties
The Partnership has no employees and is dependent on NHP and its affiliates for
the management and administration of all Partnership activities. The Partnership
Agreement provides for certain payments to affiliates for services based on a
percentage of revenue and an annual partnership and investor service fee of
$110,000 subject to a 6% annual increase.
During the nine months ended September 30, 2002 and 2001, affiliates of NHP were
entitled to receive 4% of gross receipts from the Partnership's investment
property for providing property management services. The Partnership paid to
such affiliates approximately $426,000 and $442,000 for the nine months ended
September 30, 2002 and 2001, respectively, which are included in operating
expenses.
Affiliates of NHP were eligible to receive reimbursement of accountable
administrative expenses amounting to approximately $530,000 and $630,000 for the
nine months ended September 30, 2002 and 2001, respectively, which are included
in general and administrative expenses, investment property and other
liabilities. Included in these amounts are fees related to construction
management services provided by an affiliate of NHP of approximately $201,000
and $284,000 for the nine months ended September 30, 2002 and 2001,
respectively. The construction management service fees are calculated based on a
percentage of current additions to investment property. At September 30, 2002
approximately $35,000 was owed to affiliates for unpaid reimbursements.
In accordance with the Partnership Agreement, NHP loaned the Partnership
approximately $1,899,000 during the nine months ended September 30, 2002 to
cover capital improvements, which included property improvements required by the
holder of the first mortgage encumbering the Partnership's property to be made
to the property in 2002. The loans were repaid from operations and proceeds from
the financing of a second mortgage which closed August 2, 2002 (see Note D).
Interest was charged at the prime rate plus 2%. Interest expense was
approximately $1,000 for the nine months ended September 30, 2002. There were no
such loans or payments of accrued interest made to the Partnership during the
nine months ended September 30, 2001.
Beginning in 2001, the Partnership began insuring its property 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 property 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 $138,000 and $127,000, respectively, for insurance coverage and
fees associated with policy claims administration.
Note C - Contingencies
The Partnership is unaware of any pending or outstanding litigation that is not
of a routine nature arising in the ordinary course of business.
Note D - Additional Financing
On August 2, 2002, the Partnership obtained additional financing on its
investment property in the amount of $9,500,000. The second mortgage carries a
stated interest rate of 6.50%. Principal and interest payments on the second
mortgage of approximately $75,000 will be due monthly beginning October 1, 2002
until the loan matures in July 2020, at which time the loan will be fully
amortized. Total capitalized loan costs for the second mortgage were
approximately $127,000 at September 30, 2002.
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 sole asset is a 1,229 unit apartment complex known as
Riverside Park Apartments located in Fairfax County, Virginia. Average occupancy
for the nine months ended September 30, 2002 and 2001 was 95% and 96%,
respectively.
Results of Operations
The Partnership's net income for the nine months ended September 30, 2002 was
approximately $1,003,000, compared to net income of approximately $1,081,000 for
the nine months ended September 30, 2001. The Partnership's net income for the
three months ended September 30, 2002 was approximately $273,000 compared to net
income of approximately $349,000 for the three months ended September 30, 2001.
Net income decreased for the comparable periods due to a decrease in total
revenues, partially offset by a decrease in total expenses.
Total revenues decreased for the nine months ended September 30, 2002 due to
decreases in both rental and other income. Total revenues decreased for the
three months ended September 30, 2002 due to a decrease in rental income,
partially offset by an increase in other income. Rental income decreased for
both the three and nine months ended September 30, 2002 primarily due to an
increase in bad debt expense, a decrease in occupancy, a decrease in the average
rental rates, and an increase in concessions offered at the Partnership's
investment property. The decrease in other income for the nine months ended
September 30, 2002 is primarily due to a decrease in corporate housing income,
which is no longer offered at the property, and a decrease in interest income,
partially offset by increases in utility reimbursements, cable television
revenue, late charges, and an increase in insurance proceeds. The increase in
other income for the three months ended September 30, 2002 is due to increases
in utility reimbursements and cable television revenue.
Total expenses decreased for both the three and nine months ended September 30,
2002 primarily due to a decrease in operating expenses, and, to a lesser extent,
a decrease in general and administrative expenses, partially offset by increases
in both depreciation and interest expense. The decrease in total expenses for
the nine months ended September 30, 2002 is also due to a decrease in property
tax expense, which remained relatively constant for the three months ended
September 30, 2002. The decrease in operating expenses for both the three and
nine months ended September 30, 2002 is primarily due to decreases in corporate
housing expenses, which are no longer being offered at the property, utility
expenses, maintenance expense, and advertising expense as a result of decreased
referral fees. The decrease in operating expenses was partially offset by an
increase in payroll related expenses. Property tax expense decreased for the
nine months ended September 30, 2002 due to the timing and receipt of property
tax bills. The increase in depreciation expense for both the three and nine
months ended September 30, 2002 is due to property improvements and replacements
placed into service during the past twelve months. Interest expense increased
for both the three and nine months ended September 30, 2002 due to the
additional financing obtained on the Partnership's investment property, which
resulted in a larger debt balance (as discussed in "Liquidity and Capital
Resources"), partially offset by scheduled principal payments resulting in a
lower carrying balance of the first mortgage encumbering the property.
General and administrative expenses decreased for both the three and nine months
ended September 30, 2002 due to a decrease in management reimbursements to NHP
and its affiliates 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 included in general and administrative expenses at both September 30, 2002
and 2001.
As part of the ongoing business plan of the Partnership, NHP 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, NHP 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 NHP 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 $812,000, compared to approximately $472,000 at September 30,
2001. The increase in cash and cash equivalents of approximately $563,000 for
the nine months ended September 30, 2002, from the Partnership's fiscal year
end, is due to approximately $3,820,000 of cash provided by operating activities
and approximately $142,000 of cash provided by financing activities, partially
offset by approximately $3,399,000 of cash used in investing activities. Cash
provided by financing activities consisted primarily of proceeds resulting from
the financing of a second mortgage on the investment property and, to a lesser
extent, the receipt of advances from NHP, partially offset by distributions to
partners, repayment of advances from NHP, payments of principal made on the
mortgage encumbering the Partnership's investment property, and loan costs paid
related to the financing of the second mortgage on the property. Cash used in
investing activities consisted of property improvements and replacements and net
deposits to escrow accounts maintained by the mortgage lender. 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 property to adequately maintain the physical assets
and other operating needs of the Partnership and to comply with Federal, state
and local legal and regulatory requirements. The General Partner 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 the
Partnership's investment property are as follows.
The Partnership has budgeted, but is not limited to, approximately $1,563,000 of
capital improvements at the property for 2002 which consist primarily of
structural improvements, interior improvements, garage and carport upgrades,
patio and balcony upgrades, energy conservation improvements, maintenance
equipment, cabinet replacement, air conditioning and heating upgrades, and floor
covering replacement. As of September 30, 2002, the Partnership expended
approximately $752,000 for capital improvements at its investment property
consisting primarily of clubhouse renovations, air conditioning upgrades,
elevator and structural improvements, patio and balcony upgrades, cabinet
replacements, interior improvements, major landscaping, water heaters, and floor
covering replacement. These improvements were funded from operations. The
mortgage company is requiring that certain improvements be made to the property
within the remainder of 2002. Most of these improvements have been included in
the 2002 budget. Additional improvements may be considered and will depend on
the physical condition of the property as well as replacement reserves and
anticipated cash flow generated by the property.
The 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 Partnership'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 Partnership. The first mortgage
indebtedness of approximately $48,449,000 is being amortized over 240 months
until the loan matures on July 1, 2020 at which time the loan will be fully
amortized. On August 2, 2002, the Partnership obtained additional financing on
its investment property in the amount of $9,500,000. The second mortgage carries
a stated interest rate of 6.50%. Principal and interest payments on the second
mortgage of approximately $75,000 will be due monthly beginning October 1, 2002
until the loan matures in July 2020, at which time the loan will be fully
amortized.
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 Nine Months Per
Ended Limited Ended Limited
September 30, Partnership September 30, Partnership
2002 Unit 2001 Unit
Financing
Proceeds (1) $8,120 $14,203.18 $ -- $ --
Operations 180 307.42 1,602 2,745.58
Total $8,300 $14,510.60 $1,602 $2,745.58
(1) From proceeds from the additional financing obtained on Riverside Park
Apartments in August 2002.
During the nine months ended September 30, 2001, the Partnership paid
approximately $2,080,000 in distributions from cash from operations that the
Partnership had declared at December 31, 2000. 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 the debt maturity, refinancing and/or property
sale. There can be no assurance, however, that the Partnership will generate
sufficient funds from operations after required capital expenditures to permit
any additional distributions to its partners during the remainder of 2002 or
subsequent periods.
Other
In addition to its indirect ownership of the general partner interests in the
Partnership, AIMCO and its affiliates owned 382.62 limited partnership units
(the "Units") in the Partnership representing 67.60% 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. 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 67.60% of
the outstanding Units, AIMCO is in a position to control all voting decisions
with respect to the Partnership. Although the associate general partner of the
General Partner owes fiduciary duties to the limited partners of the
Partnership, the associate general partner of the General Partner also owes
fiduciary duties to AIMCO, as its sole stockholder. As a result, the duties of
the associate general partner, as managing general partner, to the Partnership
and its limited partners may come into conflict with the duties of the associate
general partner to AIMCO, as its sole stockholder.
Critical Accounting Policies and Estimates
The 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 property is 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 weaknesses
exist in the Partnership's internal controls. Accordingly, no corrective actions
have been taken.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 3.1 Riverside Park Associates Limited Partnership
Amended and Restated Limited Partnership Agreement,
dated July 15, 1986; incorporated by reference to the
Exhibits to the Registrant's Registration Statement on
Form 10, filed on April 29, 1987. (Commission
Partnership file number 0-15740).
Exhibit 3.2 Certificate of Limited Partnership of Riverside
Park Associates Limited Partnership, filed with the
Secretary of State of Delaware May 14, 1986;
incorporated by reference to the exhibits to the
Registrant's Annual Report filed on Form 10-K on March
30, 1988.
Exhibit 3.3 Amendment to Amended and Restated Partnership
Agreement of Riverside Park Associates Limited
Partnership dated August 23, 1995; incorporated by
reference to the Exhibits to the Registrant's Annual
Report filed on Form 10KSB, filed on March 31, 1998.
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.
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
By: WINTHROP FINANCIAL ASSOCIATES,
A LIMITED PARTNERSHIP
General Partner
By: NHP Management Company,
Associate 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: November 14, 2002
CERTIFICATION
I, Patrick J. Foye, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Riverside Park
Associates Limited 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 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
-----------------------
Patrick J. Foye
Executive Vice President of NHP Management
Company, 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 Riverside Park
Associates Limited 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 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
-----------------------
Paul J. McAuliffe
Executive Vice President and Chief Financial
Officer of NHP Management Company, A Limited
Partnership, 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 Riverside Park
Associates (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.