UNITED STATES
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, 2003
[ ] 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 Registrant 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, 2003
Assets
Cash and cash equivalents $ 1,001
Receivables and deposits 227
Other assets 964
Investment property:
Land $ 6,357
Buildings and related personal property 78,667
85,024
Less accumulated depreciation (49,809) 35,215
$ 37,407
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 162
Tenant security deposit liabilities 244
Accrued property taxes 217
Other liabilities 623
Due to affiliate (Note B) 274
Mortgage notes payable 56,332
Partners' Deficit:
General partner $ (1,458)
Limited partners (566 units issued and outstanding) (18,987) (20,445)
$ 37,407
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,
2003 2002 2003 2002
Revenues:
Rental income $ 3,176 $ 3,111 $ 9,444 $ 9,578
Other income 403 402 1,237 1,213
Casualty gain (Note C) 30 -- 30 --
Total revenues 3,609 3,513 10,711 10,791
Expenses:
Operating 1,240 984 3,690 3,189
General and administrative 124 116 376 366
Depreciation 951 895 2,844 2,665
Interest 1,059 1,038 3,216 2,940
Property taxes 198 207 625 628
Total expenses 3,572 3,240 10,751 9,788
Net income (loss) $ 37 $ 273 $ (40) $ 1,003
Net income (loss) allocated to
general partner (3%) $ 1 $ 8 $ (1) $ 30
Net income (loss) allocated to
limited partners (97%) 36 265 (39) 973
$ 37 $ 273 $ (40) $ 1,003
Net income (loss) per limited
partnership unit $ 63.60 $ 468.20 $ (68.90) $ 1,719.08
Distributions per limited
partnership unit $ -- $14,510.60 $2,515.90 $14,510.60
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, 2002 566 $(1,436) $(17,524) $(18,960)
Distributions to Partners -- (21) (1,424) (1,445)
Net loss for the nine months
ended September 30, 2003 -- (1) (39) (40)
Partners' deficit
at September 30, 2003 566 $(1,458) $ (18,987) $(20,445)
See Accompanying Notes to Financial Statements
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
2003 2002
Cash flows from operating activities:
Net (loss) income $ (40) $ 1,003
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
Depreciation 2,844 2,665
Amortization of loan costs 36 31
Casualty gain (30) --
Change in accounts:
Receivables and deposits 51 (90)
Other assets (76) (66)
Accounts payable (74) (132)
Tenant security deposit liabilities 12 (58)
Accrued property taxes 217 212
Other liabilities (245) 255
Due to affiliate 17 --
Net cash provided by operating activities 2,712 3,820
Cash flows from investing activities:
Property improvements and replacements (1,172) (1,691)
Net withdrawals from (deposits to) restricted escrows 916 (1,708)
Insurance proceeds received 43 --
Net cash used in investing activities (213) (3,399)
Cash flows from financing activities:
Payments on mortgage notes payable (1,224) (931)
Proceeds from mortgage note payable -- 9,500
Loan costs paid -- (127)
Advances from affiliate 407 1,899
Payments on advances from affiliate (150) (1,899)
Distributions to partners (1,445) (8,300)
Net cash (used in) provided by financing activities (2,412) 142
Net increase in cash and cash equivalents 87 563
Cash and cash equivalents at beginning of period 914 249
Cash and cash equivalents at end of period $ 1,001 $ 812
Supplemental disclosure of cash flow information:
Cash paid for interest $ 3,188 $ 2,863
At December 31, 2002, September 30, 2002 and December 31, 2001, property
improvements and replacements and accounts payable were adjusted by
approximately $639,000, $139,000 and $1,078,000, respectively, for non-cash
activity.
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, 2003 are not necessarily indicative of the results
that may be expected for the fiscal year ending December 31, 2003. 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,
2002.
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 which
is subject to a 6% annual increase. For 2003, the annual partnership and
investor service fee is approximately $264,000.
Affiliates of NHP are entitled to receive 4% of gross receipts from the
Partnership's property as compensation for providing property management
services. The Partnership paid to such affiliates approximately $421,000 and
$426,000 for the nine months ended September 30, 2003 and 2002, respectively,
which is included in operating expenses.
Affiliates of NHP were eligible to receive reimbursement of accountable
administrative expenses amounting to approximately $439,000 and $530,000 for the
nine months ended September 30, 2003 and 2002, respectively, which are included
in general and administrative expenses and investment property. Included in
these amounts are fees related to construction management services provided by
an affiliate of NHP of approximately $100,000 and $201,000 for the nine months
ended September 30, 2003 and 2002, respectively. The construction management
service fees are calculated based on a percentage of current additions to the
investment property. At September 30, 2003, approximately $16,000 was owed to
affiliates for unpaid reimbursements and is included in due to affiliates on the
accompanying balance sheet.
In accordance with the Partnership Agreement, NHP loaned the Partnership
approximately $407,000 and $1,899,000 during the nine months ended September 30,
2003, and 2002, respectively, to cover property taxes and capital improvements,
respectively. Interest is charged at the prime rate plus 2% (6.00% at September
30, 2003). Interest expense was approximately $1,000 for each of the nine months
ended September 30, 2003 and 2002. The Partnership made payments of
approximately $150,000 and $1,899,000 on the loans during the nine months ended
September 30, 2003 and 2002, respectively, from operations and proceeds from the
financing of a second mortgage, respectively. At September 30, 2003, the amount
of loans and accrued interest outstanding was approximately $258,000 and is
included in due to affiliates on the accompanying balance sheet.
The Partnership insures 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 NHP. During
the nine months ended September 30, 2003 and 2002, the Partnership was charged
by AIMCO and its affiliates approximately $167,000 and $202,000, respectively,
for insurance coverage and fees associated with policy claims administration.
Note C - Casualty Event
In January 2003, Riverside Park Apartments experienced storm damage to two
units. The property incurred damages of approximately $59,000. During the nine
months ended September 30, 2003, the Partnership recognized a casualty gain of
approximately $30,000 as a result of the receipt of insurance proceeds of
approximately $43,000, offset by the write-off of the undepreciated damaged
assets of approximately $13,000.
Note D - Legal Proceedings
On August 8, 2003 AIMCO Properties L.P., an affiliate of NHP, was served with a
Complaint in the United States District Court, District of Columbia alleging
that AIMCO Properties L.P. willfully violated the Fair Labor Standards Act
(FLSA) by failing to pay maintenance workers overtime for all hours worked in
excess of forty per week. The Complaint is styled as a Collective Action under
the FLSA and seeks to certify state subclasses in California, Maryland, and the
District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties
L.P. failed to compensate maintenance workers for time that they were required
to be "on-call". Additionally, the Complaint alleges AIMCO Properties L.P.
failed to comply with the FLSA in compensating maintenance workers for time that
they worked in responding to a call while "on-call". The Complaint also attempts
to certify a subclass for salaried service directors who are challenging their
classification as exempt from the overtime provisions of the FLSA. AIMCO
Properties L.P. has filed an answer to the Complaint denying the substantive
allegations. Although the outcome of any litigation is uncertain, in the opinion
of NHP the claims will not result in any material liability to the Partnership.
The Partnership is unaware of any other pending or outstanding litigation
matters involving it or its investment property that are not of a routine nature
arising in the ordinary course of business.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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. 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; litigation, including costs associated with prosecuting and
defending claims and any adverse outcomes, 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 investment property is an apartment complex known as
Riverside Park Apartments located in Fairfax County, Virginia. Average occupancy
for the nine months ended September 30, 2003 and 2002 was 96% and 95%,
respectively.
Results of Operations
The Partnership's net income (loss) for the three and nine months ended
September 30, 2003 was approximately $37,000 and ($40,000), respectively, as
compared to net income of approximately $273,000 and $1,003,000, respectively,
for the three and nine months ended September 30, 2002. The decrease in net
income for the three months ended September 30, 2003 is due to an increase in
total expenses, partially offset by an increase in total revenues. The decrease
in net income for the nine months ended September 30, 2003 is due to an increase
in total expenses and a decrease in total revenues.
Total revenues increased for the three months ended September 30, 2003 due to an
increase in rental income and the recognition of a casualty gain (as discussed
below). Rental income increased primarily due to an increase in occupancy and a
decrease in concessions, partially offset by a decrease in the average rental
rate at the Partnership's investment property. Total revenues decreased for the
nine months ended September 30, 2003 due to a decrease in rental income,
partially offset an increase in other income and the recognition of a casualty
gain. The decrease in rental income is due to a decrease in the average rental
rate, partially offset by the increase in occupancy and reduced concessions at
the Partnership's investment property. Other income increased for the nine
months ended September 30, 2003 primarily due to increases in utility
reimbursements, lease cancellation fees, and corporate housing income, partially
offset by the receipt of insurance proceeds in 2002 and a decrease in late
charges. Other income remained relatively constant for the three months ended
September 30, 2003.
In January 2003, Riverside Park Apartments experienced storm damage to two
units. The property incurred damages of approximately $59,000. During the nine
months ended September 30, 2003, the Partnership recognized a casualty gain of
approximately $30,000 as a result of the receipt of insurance proceeds of
approximately $43,000, offset by the write-off of the undepreciated damaged
assets of approximately $13,000.
The increase in total expenses for both the three and nine months ended
September 30, 2003 is due to increases in operating, depreciation and interest
expenses. Property tax and general and administrative expenses remained
relatively constant for the comparable periods. Operating expenses increased
primarily due to increases in utility, contract maintenance, advertising and
payroll related expenses. The increase in depreciation expense is due to
property improvements and replacements placed into service during the past
twelve months. The increase in interest expense is a result of the second
mortgage obtained on the Partnership's investment property during 2002, 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.
Included in general and administrative expenses for the three and nine months
ended September 30, 2003 and 2002 are management reimbursements to NHP and its
affiliates allowed under the Partnership Agreement, and the annual partnership
and investor service fee 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, 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, NHP may use rental concessions and rental rate reductions to offset
softening market conditions, accordingly, there is no guarantee that NHP will be
able to sustain such a plan.
Liquidity and Capital Resources
At September 30, 2003, the Partnership had cash and cash equivalents of
approximately $1,001,000, compared to approximately $812,000 at September 30,
2002. The increase in cash and cash equivalents of approximately $87,000 from
December 31, 2002 is due to approximately $2,712,000 of cash provided by
operating activities, partially offset by approximately $2,412,000 of cash used
in financing activities and approximately $213,000 of cash used in investing
activities. Cash used in financing activities consisted of payments of principal
made on the mortgages encumbering the Partnership's investment property,
payments on advances from NHP and distributions to partners, partially offset by
an advance from NHP. Cash used in investing activities consisted of property
improvements and replacements, partially offset by net receipts from an escrow
account maintained by the mortgage lender and insurance proceeds received
related to the casualty at Riverside Park Apartments. The Partnership invests
its working capital 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.
During the nine months ended September 30, 2003, the Partnership completed
approximately $533,000 of capital improvements at the property, consisting
primarily of air conditioning upgrades, structural improvements, swimming pool
upgrades, parking area resurfacing, water heater upgrades, major landscaping,
interior improvements, appliance and floor covering replacements, and
construction related to the storm damage, as discussed in "Results of
Operations". These improvements were funded from operations, replacement
reserves and insurance proceeds. The Partnership evaluates the capital
improvement needs of the property during the year and currently expects to
complete an additional $52,000 in capital improvements during the remainder of
2003. The additional capital improvements will consist primarily of HVAC
upgrades and floor covering replacement. Additional capital improvements may be
considered and will depend on the physical condition of the property as well as
the anticipated cash flow generated by the property.
The additional capital expenditures will be incurred only if cash is available
from operations or from Partnership reserves. To the extent that such 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 assets are thought to be sufficient for any near-term needs
(exclusive of capital improvements) of the Partnership. The first mortgage
indebtedness encumbering Riverside Park Apartments of approximately $47,122,000
is being amortized over 240 months until the loan matures on July 1, 2020 at
which time the loan is scheduled to be fully amortized. On August 2, 2002, the
Partnership obtained a second mortgage loan 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 are due monthly until the loan matures in July 2020, at which time the
loan is scheduled to be fully amortized.
The Partnership distributed the following amounts during the nine months ended
September 30, 2003 and 2002 (in thousands, except per unit data):
Nine Months Nine Months
Ended Per Limited Ended Per Limited
September 30, Partnership September 30, Partnership
2003 Unit 2002 Unit
Operations $ 347 $ 595.41 $ 180 $ 307.42
Financing
Proceeds (1) 1,098 1,920.49 8,120 14,203.18
Total $1,445 $2,515.90 $8,300 $14,510.60
(1) From proceeds from the second mortgage loan obtained in August 2002.
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
maturities, 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 2003 or subsequent periods.
Other
In addition to its indirect ownership of the general partner interests in the
Partnership, AIMCO and its affiliates owned 382.91 limited partnership units
(the "Units") in the Partnership representing 67.65% of the outstanding Units at
September 30, 2003. 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 in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private purchases or tender offers. Pursuant to the Partnership
Agreement, unitholders holding a majority of the Units are entitled to take
action with respect to a variety of matters that include, but are not limited
to, voting on certain amendments to the Partnership Agreement and voting to
remove the General Partner. As a result of its ownership of 67.65% of the
outstanding Units, AIMCO and its affiliates are 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 the 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 property. These factors include, but are not limited
to, 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 impairment of 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 and
the Partnership fully reserves all balances outstanding over thirty days. The
Partnership will offer rental concessions during particularly slow months or in
response to heavy competition from other similar complexes in the area. Any
concessions given at the inception of the lease are amortized over the life of
the lease.
Item 3. Controls and Procedures
(a) Disclosure Controls and Procedures. The Partnership's management, with the
participation of the principal executive officer and principal financial officer
of the associate general partner, who are the equivalent of the Partnership's
principal executive officer and principal financial officer, respectively, has
evaluated the effectiveness of the Partnership's disclosure controls and
procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end
of the period covered by this report. Based on such evaluation, the principal
executive officer and principal financial officer of the associate general
partner, who are the equivalent of the Partnership's principal executive officer
and principal financial officer, respectively, have concluded that, as of the
end of such period, the Partnership's disclosure controls and procedures are
effective.
(b) Internal Control Over Financial Reporting. There have not been any changes
in the Partnership's internal control over financial reporting (as such term is
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the
fiscal quarter to which this report relates that have materially affected, or
are reasonably likely to materially affect, the Partnership's internal control
over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On August 8, 2003 AIMCO Properties L.P., an affiliate of NHP, was served with a
Complaint in the United States District Court, District of Columbia alleging
that AIMCO Properties L.P. willfully violated the Fair Labor Standards Act
(FLSA) by failing to pay maintenance workers overtime for all hours worked in
excess of forty per week. The Complaint is styled as a Collective Action under
the FLSA and seeks to certify state subclasses in California, Maryland, and the
District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties
L.P. failed to compensate maintenance workers for time that they were required
to be "on-call". Additionally, the Complaint alleges AIMCO Properties L.P.
failed to comply with the FLSA in compensating maintenance workers for time that
they worked in responding to a call while "on-call". The Complaint also attempts
to certify a subclass for salaried service directors who are challenging their
classification as exempt from the overtime provisions of the FLSA. AIMCO
Properties L.P. has filed an answer to the Complaint denying the substantive
allegations. Although the outcome of any litigation is uncertain, in the opinion
of NHP the claims will not result in any material liability to the Partnership.
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
10-KSB, filed on March 31, 1998.
Exhibit 31.1 Certification of equivalent of Chief Executive
Officer pursuant to Securities Exchange Act Rules
13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
Exhibit 31.2 Certification of equivalent of Chief Financial
Officer pursuant to Securities Exchange Act Rules
13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
Exhibit 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
b) Reports on Form 8-K:
None filed during the quarter ended September 30, 2003.
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/Paul J. McAuliffe
Paul J. McAuliffe
Executive Vice President
and Chief Financial Officer
Date: November 12, 2003
Exhibit 31.1
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 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
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this 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 report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, 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 report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such
evaluation; and
(c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth
fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: November 12, 2003
/s/Patrick J. Foye
Patrick J. Foye
Executive Vice President of NHP Management
Company, equivalent of the chief executive
officer of the Partnership
Exhibit 31.2
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 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
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this 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 report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, 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 report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such
evaluation; and
(c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth
fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: November 12, 2003
/s/Paul J. McAuliffe
Paul J. McAuliffe
Executive Vice President and Chief Financial
Officer of NHP Management Company,
equivalent of the chief financial officer of
the Partnership
Exhibit 32.1
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 Limited Partnership (the "Partnership"), for the quarterly period
ended September 30, 2003 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 12, 2003
/s/Paul J. McAuliffe
Name: Paul J. McAuliffe
Date: November 12, 2003
This certification is furnished with this Report pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Partnership for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended.