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 March 31, 2004
[ ] 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)
March 31, 2004
Assets
Cash and cash equivalents $ 1,071
Receivables and deposits 159
Other assets 1,126
Investment property:
Land $ 6,357
Buildings and related personal property 78,960
85,317
Less accumulated depreciation (51,723) 33,594
$ 35,950
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 63
Tenant security deposit liabilities 228
Accrued property taxes 212
Other liabilities 561
Mortgage notes payable 55,477
Partners' Deficit:
General partner $ (1,462)
Limited partners (566 units issued and outstanding) (19,129) (20,591)
$ 35,950
See Accompanying Notes to Financial Statements
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per unit data)
Three Months Ended
March 31,
2004 2003
Revenues:
Rental income $ 3,079 $ 3,123
Other income 363 365
Total revenues 3,442 3,488
Expenses:
Operating 1,169 1,337
General and administrative 121 140
Depreciation 961 945
Interest 1,051 1,082
Property taxes 212 213
Total expenses 3,514 3,717
Net loss $ (72) $ (229)
Net loss allocated to general partner (3%) $ (2) $ (7)
Net loss allocated to limited partners (97%) (70) (222)
$ (72) $ (229)
Net loss per limited partnership unit $ (123.67) $ (392.23)
Distributions per limited partnership unit $ -- $1,005.30
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, 2003 566 $(1,460) $(19,059) $(20,519)
Net loss for the three months
ended March 31, 2004 -- (2) (70) (72)
Partners' deficit
at March 31, 2004 566 $(1,462) $ (19,129) $(20,591)
See Accompanying Notes to Financial Statements
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended
March 31,
2004 2003
Cash flows from operating activities:
Net loss $ (72) $ (229)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation 961 945
Amortization of loan costs 12 12
Change in accounts:
Receivables and deposits 38 52
Other assets (267) 18
Accounts payable (131) 94
Tenant security deposit liabilities (8) 11
Accrued property taxes 212 213
Other liabilities (86) (159)
Net cash provided by operating activities 659 957
Cash flows from investing activities:
Property improvements and replacements (129) (742)
Net withdrawals from restricted escrows -- 574
Net cash used in investing activities (129) (168)
Cash flows from financing activities:
Payments on mortgage notes payable (432) (401)
Distributions to partners -- (575)
Net cash used in financing activities (432) (976)
Net increase (decrease) in cash and cash equivalents 98 (187)
Cash and cash equivalents at beginning of period 973 914
Cash and cash equivalents at end of period $ 1,071 $ 727
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,039 $ 1,070
At December 31, 2003 and 2002, property improvements and replacements and
accounts payable were adjusted by approximately $16,000 and $639,000,
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 at March 31, 2004
was 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. On April 22, 2004, WFA sold its general partner interest to
AIMCO/Riverside Park Associates GP, LLC, a Delaware limited liability company
("AIMCO GP"), and an affiliate of AIMCO (see Note D). 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 month period ended March 31, 2004 are not necessarily
indicative of the results that may be expected for the fiscal year ending
December 31, 2004. 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, 2003.
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. For 2004 and 2003, the annual
partnership and investor service fee is estimated at approximately $279,000 and
$264,000, respectively.
Affiliates of NHP are entitled to receive 4% of gross receipts from the
Partnership's investment property as compensation for providing property
management services. The Partnership paid to such affiliates approximately
$137,000 for both the three months ended March 31, 2004 and 2003, which is
included in operating expenses.
Affiliates of NHP were eligible to receive reimbursement of accountable
administrative expenses amounting to approximately $112,000 and $221,000 for the
three months ended March 31, 2004 and 2003, 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 $91,000 for the three months ended March 31,
2003. There were no such fees incurred during the three months ended March 31,
2004. The construction management service fees are calculated based on a
percentage of current additions to investment property. At March 31, 2004,
approximately $14,000 was owed to affiliates for unpaid reimbursements and is
included in other liabilities 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
2004, the Partnership anticipates its cost for insurance coverage and fees
associated with policy claims administration provided by AIMCO and its
affiliates will be approximately $110,000. The Partnership was charged
approximately $167,000 for 2003.
Note C - Contingencies
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. On March 5, 2004 Plaintiffs filed an amended complaint
also naming NHP Management Company, which is also an affiliate of NHP. 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 Defendants have filed an answer to the
Amended Complaint denying the substantive allegations. Discovery is currently
underway.
NHP does not anticipate that any costs to the Partnership, whether legal or
settlement costs, associated with this case will be material to the
Partnership's overall operations.
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.
Pursuant to a formal order of investigation received by AIMCO on March 29, 2004,
the Central Regional Office of the United States Securities and Exchange
Commission is conducting an investigation relating to certain matters. AIMCO
believes the areas of investigation include AIMCO's miscalculated monthly net
rental income figures in third quarter 2003, forecasted guidance, accounts
payable, rent concessions, vendor rebates, and capitalization of expenses and
payroll. AIMCO is cooperating fully. AIMCO does not believe that the ultimate
outcome will have a material adverse effect on its consolidated financial
condition or results of operations taken as a whole. Similarly, NHP does not
believe that the ultimate outcome will have a material adverse effect on the
Partnership's financial condition or results of operations taken as a whole.
Note D - Subsequent Event
On March 23, 2004, the Partnership advised its limited partners that on or about
April 22, 2004, Winthrop Financial Associates, A Limited Partnership would
withdraw as the general partner of the Partnership and that AIMCO/Riverside Park
Associates GP, LLC, a Delaware limited liability company ("AIMCO GP"), would
become the substitute general partner of the Partnership. Affiliates of AIMCO GP
hold sufficient limited partner units to approve this substitution. However,
Winthrop Financial Associates and AIMCO GP agreed not to consummate the
replacement if Limited Partners holding a majority of the Units held by Limited
Partners who are not affiliates of the AIMCO GP objected in writing to the
replacement. At the close of business on April 22, 2004, less than a majority of
the Units held by Limited Partners who are not affiliates of the AIMCO GP had
objected to the replacement. Accordingly, the replacement of Winthrop Financial
Associates by AIMCO GP as the general partner of the Partnership will be
effected during the second quarter of 2004. As indicated above, an affiliate of
the AIMCO GP has effectively had the right to control the day to day operations
of the Partnership since October 1998. Accordingly, the replacement is not
expected to have a material effect on the operations of the Partnership.
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 asset is a 1,229 unit apartment complex known as
Riverside Park Apartments located in Fairfax County, Virginia. Average occupancy
for the three months ended March 31, 2004 and 2003 was 94% and 95%,
respectively.
The Partnership's financial results are dependent upon a number of factors
including the ability to attract and maintain tenants at the investment
property, interest rates on mortgage loans, costs incurred to operate the
investment property, general economic conditions and weather. As part of the
ongoing business plan of the Partnership, NHP monitors the rental market
environment of its investment properties 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. Further, a number of factors which are outside the control of the
Partnership such as the local economic climate and weather can adversely or
positively impact the Partnership's financial results.
Results of Operations
The Partnership's net loss for the three months ended March 31, 2004 was
approximately $72,000 as compared to approximately $229,000 for the three months
ended March 31, 2003. The decrease in net loss is due to a decrease in total
expenses, partially offset by a decrease in total revenues. The decrease in
total expenses is due to decreases in operating, interest and general and
administrative expenses, partially offset by an increase in depreciation
expense. Property tax expense remained relatively constant for the comparable
periods. Operating expenses decreased primarily due to decreases in utility,
snow removal, and contract maintenance expenses at the Partnership's investment
property. Interest expense decreased due to scheduled principal payments
resulting in a lower carrying balance of the mortgages encumbering the property.
Depreciation expense increased due to property improvements and replacements
placed into service at the property during the past twelve months.
General and administrative expenses decreased due to a decrease in management
reimbursements to NHP and its affiliates as allowed under the Partnership
Agreement. Included in general and administrative expenses for the three months
ended March 31, 2004 and 2003 are 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.
The decrease in total revenues is primarily due to a decrease in rental income.
Other income remained relatively constant for the comparable periods. Rental
income decreased primarily due to a decrease in occupancy at the Partnership's
investment property.
Liquidity and Capital Resources
At March 31, 2004, the Partnership had cash and cash equivalents of
approximately $1,071,000, compared to approximately $727,000 at March 31, 2003.
The increase in cash and cash equivalents of approximately $98,000, from
December 31, 2003, is due to approximately $659,000 of cash provided by
operating activities, partially offset by approximately $432,000 of cash used in
financing activities and approximately $129,000 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. Cash
used in investing activities consisted of property improvements and
replacements. 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.
During the three months ended March 31, 2004, the Partnership completed
approximately $113,000 of capital improvements at the property, consisting
primarily of water heater upgrades, fitness equipment, and floor covering
replacement. These improvements were funded from operations. The Partnership
evaluates the capital improvement needs of the property during the year and
currently expects to complete an additional $590,000 in capital improvements
during the remainder of 2004. The additional capital improvements will consist
primarily of parking area upgrades, swimming pool upgrades, security equipment,
lighting upgrades, 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 of approximately $46,419,000 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. The second mortgage indebtedness of approximately $9,058,000 is
being amortized over 214 months until the loan matures on July 1, 2020, at which
time the loan is scheduled to be fully amortized.
The Partnership distributed the following amounts during the three months ended
March 31, 2004 and 2003 (in thousands, except per unit data):
Three Months Per Three Months Per
Ended Limited Ended Limited
March 31, Partnership March 31, Partnership
2004 Unit 2003 Unit
Financing
Proceeds (1) $ -- $ -- $ 575 $1,005.30
(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 distributions to its partners
during the remainder of 2004 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
March 31, 2004. 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 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 67.65% 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
The Partnership's 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
asset.
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 evaluates all accounts receivable from residents and establishes an
allowance, after the application of security deposits, for accounts greater than
30 days past due on current tenants and all receivables due from former tenants.
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.
(b)
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. On March 5, 2004 Plaintiffs filed an amended complaint
also naming NHP Management Company, which is also an affiliate of NHP. 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 Defendants have filed an answer to the
Amended Complaint denying the substantive allegations. Discovery is currently
underway.
NHP does not anticipate that any costs to the Partnership, whether legal or
settlement costs, associated with this case will be material to the
Partnership's overall operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDRES
On March 23, 2004, the Partnership advised its limited partners that on or about
April 22, 2004, Winthrop Financial Associates, A Limited Partnership would
withdraw as the general partner of the Partnership and that AIMCO/Riverside Park
Associates GP, LLC, a Delaware limited liability company ("AIMCO GP"), would
become the substitute general partner of the Partnership. Affiliates of AIMCO GP
hold sufficient limited partner units to approve this substitution. However,
Winthrop Financial Associates and AIMCO GP agreed not to consummate the
replacement if Limited Partners holding a majority of the Units held by Limited
Partners who are not affiliates of the AIMCO GP objected in writing to the
replacement. At the close of business on April 22, 2004, less than a majority of
the Units held by Limited Partners who are not affiliates of the AIMCO GP had
objected to the replacement. Accordingly, the replacement of Winthrop Financial
Associates by AIMCO GP as the general partner of the Partnership will be
effected during the second quarter of 2004. As indicated above, an affiliate of
the AIMCO GP has effectively had the right to control the day to day operations
of the Partnership since October 1998. Accordingly, the replacement is not
expected to have a material effect on the operations of 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 March 31, 2004.
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/Martha L. Long
Martha L. Long
Senior Vice President
By: /s/Thomas M. Herzog
Thomas M. Herzog
Senior Vice President
and Chief Accounting Officer
Date: May 13, 2004
Exhibit 31.1
CERTIFICATION
I, Martha L. Long, 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: May 13, 2004
/s/Martha L. Long
Martha L. Long
Senior Vice President of NHP
Management Company, equivalent
of the chief executive officer
of the Partnership
Exhibit 31.2
CERTIFICATION
I, Thomas M. Herzog, 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: May 13, 2004
/s/Thomas M. Herzog
Thomas M. Herzog
Senior Vice President and Chief
Accounting 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 March 31, 2004 as filed with the Securities and Exchange Commission on the
date hereof (the "Report"), Martha L. Long, as the equivalent of the chief
executive officer of the Partnership, and Thomas M. Herzog, 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/Martha L. Long
Name: Martha L. Long
Date: May 13, 2004
/s/Thomas M. Herzog
Name: Thomas M. Herzog
Date: May 13, 2004
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.