FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________to _________
Commission file number 0-15740
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
(Exact name of small business issuer as specified in its charter)
Delaware 04-2924048
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, PO Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
PART I _ FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
September 30, 1999
Assets
Cash and cash equivalents $ 3,032
Receivables and deposits 494
Restricted escrows 153
Other assets 530
Investment property:
Land $ 6,357
Buildings and related personal property 69,512
75,869
Less accumulated depreciation (36,453) 39,416
$ 43,625
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 379
Tenant security deposit liabilities 226
Accrued property taxes 206
Other liabilities 497
Mortgage note payable 45,021
Partners' Deficit:
General partner $(1,214)
Limited partners (566 units issued and outstanding) (1,490) (2,704)
$ 43,625
See Accompany Notes to Financial Statements
b)
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
Revenues:
Rental income $ 2,811 $ 2,664 $ 8,169 $ 7,601
Other income 253 206 728 760
Total revenues 3,064 2,870 8,897 8,361
Expenses:
Operating 1,067 1,080 3,092 3,119
General and administrative 95 71 280 226
Depreciation 754 685 2,128 2,012
Interest expense 987 1,082 2,961 3,202
Property taxes 199 188 596 583
Total expenses 3,102 3,106 9,057 9,142
Net loss $ (38) $ (236) $ (160) $ (781)
Net loss allocated
to general partner (3%) $ (1) $ (7) $ (5) $ (23)
Net loss allocated
to limited partners (97%) (37) (229) (155) (758)
$ (38) $ (236) $ (160) $ (781)
Net loss per limited
partnership unit $(65.37) $(404.59) $(273.85) $(1,339.22)
See Accompany Notes to Financial Statements
c)
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner Partners Total
Original capital contributions 566 $ -- $ 47,533 $ 47,533
Partners' deficit at
December 31, 1998 566 $(1,209) $ (1,335) $ (2,544)
Net loss for the nine months
ended September 30, 1999 -- (5) (155) (160)
Partners' deficit
at September 30, 1999 566 $ (1,214) $ (1,490) $ (2,704)
See Accompany Notes to Financial Statements
d)
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
1999 1998
Cash flows from operating activities:
Net loss $ (160) $ (781)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation 2,128 2,012
Amortization of loan costs 258 250
Casualty gain -- (28)
Change in accounts:
Receivables and deposits (188) (152)
Other assets (95) (27)
Accounts payable (37) (35)
Tenant security deposit liabilities 21 33
Accrued property taxes 206 205
Other liabilities (202) (136)
Net cash provided by operating activities 1,931 1,341
Cash flows from investing activities:
Property improvements and replacements (1,122) (995)
Net withdrawals from (deposits to) restricted escrows 641 (275)
Insurance proceeds received -- 44
Net cash used in investing activities (481) (1,226)
Cash flows used in financing activities:
Payments on mortgage note payable (496) (472)
Net increase (decrease) in cash and cash equivalents 954 (357)
Cash and cash equivalents at beginning of period 2,078 2,478
Cash and cash equivalents at end of period $ 3,032 $ 2,121
Supplemental disclosure of cash flow information:
Cash paid for interest $ 2,704 $ 2,952
See Accompany Notes to Financial Statements
e)
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE A _ BASIS OF PRESENTATION
The accompanying unaudited financial statements of Riverside Park Associates
Limited Partnership (the "Partnership" 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. In the opinion of Winthrop Financial Associates, a
Limited Partnership (the "General Partner"), all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and nine month periods ended
September 30, 1999, are not necessarily indicative of the results that may be
expected for the fiscal year ending December 31, 1999. 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, 1998.
Certain reclassifications have been made to the 1998 information to conform to
the 1999 presentation.
NOTE B _ TRANSFER OF CONTROL
On October 28, 1997, an affiliate of Insignia Financial Group, Inc. ("Insignia")
was admitted as an associate general partner of the General Partner. Pursuant
to the terms of the Second Amended and Restated Agreement of Limited Partnership
of the General Partner, the associate general partner has the right to cause the
General Partner to take such action as it deems necessary in connection with the
operation of the Partnership. On October 28, 1997, the Partnership terminated
Winthrop Management as the managing agent and appointed an affiliate of Insignia
to assume management of the property. In addition, Insignia acquired from an
affiliate of the General Partner the 200.66 Units (the "Acquired Units") which
such affiliate owned.
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia and Insignia Properties Trust ("IPT") merged into
Apartment Investment and Management Company ("AIMCO"), a publicly traded real
estate investment trust, with AIMCO being the surviving corporation (the
"Insignia Merger"). As a result, AIMCO acquired control of the associate
general partner and the Acquired Units. The General Partner does not believe
that this transaction will have a material effect on the affairs and operations
of the Partnership.
On February 26, 1999, the interest of the associate general partner was
transferred to an affiliate of AIMCO.
NOTE C - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership activities.
The Partnership Agreement provides for 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. The following
transactions with the General Partner and/or its affiliates were incurred during
each of the nine months ended September 30, 1999 and 1998:
1999 1998
(in thousands)
Property management fees (included in operating expenses) $354 $332
Reimbursement for services of affiliates and investor
service fees (included in operating and general and
administrative expenses and investment properties) 248 204
During the nine months ended September 30, 1999 and 1998, affiliates of the
General Partner 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 $354,000 and $332,000 for
the nine months ended September 30, 1999 and 1998, respectively.
An affiliate of the General Partner received reimbursements of accountable
administrative expenses amounting to approximately $248,000 and $204,000 for the
nine months ended September 30, 1999 and 1998, respectively. Included in this
amount is approximately $3,000 of construction oversight costs for the nine
months ended September 30, 1998. No such amounts were incurred for the nine
months ended September 30, 1999.
On May 13, 1999, AIMCO Properties, L.P., an affiliate of the General Partner,
commenced a tender offer to purchase up to 168.14 (29.71% of the total
outstanding units) units of limited partnership interest in the Partnership for
a purchase price of $21,500 per unit. The offer expired on July 29, 1999.
Pursuant to the offer, AIMCO Properties, L.P. acquired 86.99 units. As a
result, AIMCO and its affiliates currently own 287.65 units of limited
partnership interest in the Partnership representing 50.82% of the total
outstanding units. It is possible that AIMCO or its affiliates will make one or
more additional offers to acquire additional limited partnership interests in
the Partnership for cash or in exchange for units in the operating partnership
of AIMCO.
NOTE D - SEGMENT REPORTING
Description of the types of products and services from which the reportable
segment derives its revenues: The Partnership has one reportable segment:
residential properties. The Partnership's residential property segment consists
of one apartment complex located in Fairfax County, Virginia. The Partnership
rents apartment units to tenants for terms that are typically twelve months or
less.
Measurement of segment profit or loss: The Partnership evaluates performance
based on net income. The accounting policies of the reportable segment are the
same as those of the Partnership as described in the Partnership's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 1998.
Segment information for the nine months ended September 30, 1999 and 1998, is
shown in the following tables. The "Other" column includes partnership
administration related items and income and expense not allocated to the
reportable segment.
1999 Residential Other Totals
(in thousands)
Rental income $ 8,169 $ -- $ 8,169
Other income 703 25 728
Interest expense 2,961 -- 2,961
Depreciation 2,128 -- 2,128
General and administrative expense -- 280 280
Segment profit (loss) 95 (255) (160)
Total assets 41,584 2,041 43,625
Capital expenditures for investment
property 1,122 -- 1,122
1998 Residential Other Totals
(in thousands)
Rental income $ 7,601 $ -- $ 7,601
Other income 723 37 760
Interest expense 3,202 -- 3,202
Depreciation 2,012 -- 2,012
General and administrative expense -- 226 226
Segment loss (592) (189) (781)
Total assets 43,104 1,493 44,597
Capital expenditures for investment
property 995 -- 995
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-QSB and the other filings with the
Securities and Exchange Commission made by the Partnership from time to time.
The discussions of the Partnership's business and results of operations,
including forward-looking statements pertaining to such matters, does not take
into account the effects of any changes to the Partnership's business and
results of operations. Accordingly, actual results could differ materially from
those projected in the forward-looking statements as a result of a number of
factors, including those identified herein.
The Partnership's sole asset is a 1,222 unit apartment complex known as
Riverside Park located in Fairfax County, Virginia. The property is leased to
tenants subject to leases of up to one year. Average occupancy for the first
nine months of 1999 was 97% compared to 96% for the corresponding period in
1998.
Results of Operations
The Partnership's net loss for the nine months ended September 30, 1999, was
approximately $160,000 as compared to a net loss of approximately $781,000 for
the nine months ended September 30, 1998. The Partnership realized a net loss
for the three months ended September 30, 1999, of approximately $38,000 compared
to a net loss of approximately $236,000 for the three months ended September 30,
1998. The decrease in net loss for the three and nine months ended September
30, 1999, was primarily due to an increase in total revenues and a decrease in
total expenses. The increase in total revenues is primarily attributable to an
increase in rental income partially offset by a decrease in other income. The
increase in rental income is primarily the result of an increase in occupancy
and average rental rates at the property. Other income decreased for the
comparable nine month periods due to a decrease in the leasing of the property's
corporate units. Total expenses decreased primarily due to a decrease in
interest expense partially offset by increases in general and administrative and
depreciation expenses. The decrease in interest expense is primarily
attributable to a reduction in the variable mortgage interest rate charged
during 1999. The increase in depreciation expense is attributable to fixed
assets placed into service during the last twelve months.
The increase in general and administrative expense is due to a reassessment of
general partner reimbursements during 1999. Included in general and
administrative expense for the nine months ended September 30, 1999 and 1998,
are reimbursements to the General Partner allowed under the Partnership
Agreement associated with its management of the Partnership. 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.
As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment of its investment property to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expenses. As part of
this plan, the General Partner attempts to protect the Partnership from the
burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that the
General Partner will be able to sustain such a plan.
Liquidity and Capital Resources
At September 30, 1999, the Partnership held cash and cash equivalents of
approximately $3,032,000 compared to approximately $2,121,000 at September 30,
1998. The net increase in cash and cash equivalents of approximately $954,000
from the Partnership's year ended December 31, 1998, is due to approximately
$1,931,000 of net cash provided by operating activities partially offset by
approximately $481,000 of net cash used in investing activities and
approximately $496,000 of net cash used in financing activities. Cash used in
investing activities consisted of property improvements and replacements
partially offset by net withdrawals from escrow accounts maintained by mortgage
lender. Cash used in financing activities consisted of payments made on the
mortgage encumbering the Partnership's investment property. The Partnership
invests its working capital reserves in a money market account.
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. Capital improvements planned for
the Partnership's investment property are as follows.
During the nine months ended September 30, 1999, the Partnership expended
approximately $1,122,000 for capital improvements and replacements at its
investment property, consisting primarily of structural improvements, carpet and
other floor covering replacements, appliance replacements, HVAC upgrades and
interior and exterior building improvements. These improvements were funded
from Partnership reserves and operating cash flow. Based on a report received
from an independent third party consultant analyzing necessary exterior
improvements and estimates made by the General Partner on interior improvements,
it is estimated that the property requires approximately $4,875,000 of capital
improvements over the next few years. The Partnership has budgeted, but is not
limited to, capital improvements of approximately $1,114,000 for 1999 at the
property which include certain of the required improvements and consist of
carpet and vinyl replacement, elevator and heating upgrades, appliance
replacement, interior decoration, and structural improvements.
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 currently thought to be sufficient for any near-
term needs (exclusive of capital improvements) of the Partnership. The mortgage
indebtedness of approximately $45,021,000 is being amortized over 25 years with
a balloon payment of approximately $43,220,000 due at maturity in September
2001. The General Partner will attempt to refinance and/or sell the property
prior to such maturity date. If the property cannot be refinanced or sold for a
sufficient amount, the Partnership will risk losing such property through
foreclosure.
No distributions were declared or paid during the nine months ended September
30, 1999 and 1998. The Partnership's distribution policy is reviewed on an
annual basis. Future cash distributions will depend on the levels of net cash
generated from operations, the availability of cash reserves, and timing of the
debt maturity, refinancing and/or sale of the property. There can be no
assurance, however, that the Partnership will generate sufficient funds from
operations after required capital expenditures to permit distributions to its
partners during the remainder of 1999 or subsequent periods.
Tender Offer
On May 13, 1999, AIMCO Properties, L.P., an affiliate of the General Partner,
commenced a tender offer to purchase up to 168.14 (29.71% of the total
outstanding units) units of limited partnership interest in the Partnership for
a purchase price of $21,500 per unit. The offer expired on July 29, 1999.
Pursuant to the offer, AIMCO Properties, L.P. acquired 86.99 units. As a
result, AIMCO and its affiliates currently own 287.65 units of limited
partnership interest in the Partnership representing 50.82% of the total
outstanding units. It is possible that AIMCO or its affiliates will make one or
more additional offers to acquire additional limited partnership interests in
the Partnership for cash or in exchange for units in the operating partnership
of AIMCO.
Year 2000 Compliance
General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems
The Year 2000 issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year. The Partnership
is dependent upon the General Partner and its affiliates for management and
administrative services ("Managing Agent"). Any of the computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
Over the past two years, the Managing Agent has determined that it will be
required to modify or replace significant portions of its software and certain
hardware so that those systems will properly utilize dates beyond December 31,
1999. The Managing Agent presently believes that with modifications or
replacements of existing software and certain hardware, the Year 2000 issue can
be mitigated. However, if such modifications and replacements are not made, or
not completed in time, the Year 2000 issue could have a material impact on the
operations of the Partnership.
The Managing Agent's plan to resolve Year 2000 issues involves four phases:
assessment, remediation, testing, and implementation. To date, the Managing
Agent has fully completed its assessment of all the information systems that
could be significantly affected by the Year 2000, and has begun the remediation,
testing and implementation phases on both hardware and software systems.
Assessments are continuing in regards to embedded systems. The status of each
is detailed below.
Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase
Computer Hardware:
During 1997 and 1998, the Managing Agent identified all of the computer systems
at risk and formulated a plan to repair or replace each of the affected systems.
In August 1998, the main computer system used by the Managing Agent became fully
functional. In addition to the main computer system, PC-based network servers,
routers and desktop PCs were analyzed for compliance. The Managing Agent has
begun to replace each of the non-compliant network connections and desktop PCs
and, as of September 30, 1999, had virtually completed this effort.
The total cost to the Managing Agent to replace the PC-based network servers,
routers and desktop PCs is expected to be approximately $1.5 million of which
$1.3 million has been incurred to date.
Computer Software:
The Managing Agent utilizes a combination of off-the-shelf, commercially
available software programs as well as custom-written programs that are designed
to fit specific needs. Both of these types of programs were studied, and
implementation plans written and executed with the intent of repairing or
replacing any non-compliant software programs.
In April 1999 the Managing Agent embarked on a data center consolidation project
that unifies its core financial systems under its Year 2000 compliant system.
The estimated completion date for this project is October 1999.
During 1998, the Managing agent began converting the existing property
management and rent collection systems to its management properties Year 2000
compliant systems. The estimated additional costs to convert such systems at
all properties, is $200,000, and the implementation and testing process was
completed in June 1999.
The final software area is the office software and server operating systems.
The Managing Agent has upgraded all non-compliant office software systems on
each PC and has upgraded virtually all of the server operating systems.
Operating Equipment:
The Managing Agent has operating equipment, primarily at the property sites,
which needed to be evaluated for Year 2000 compliance. In September 1997, the
Managing Agent began taking a census and inventory of embedded systems
(including those devices that use time to control systems and machines at
specific properties, for example elevators, heating, ventilating, and air
conditioning systems, security and alarm systems, etc.).
The Managing Agent has chosen to focus its attention mainly upon security
systems, elevators, heating, ventilating and air conditioning systems, telephone
systems and switches, and sprinkler systems. While this area is the most
difficult to fully research adequately, management has not yet found any major
non-compliance issues that put the Managing Agent at risk financially or
operationally.
A pre-assessment of the properties by the Managing Agent has indicated virtually
no Year 2000 issues. A complete, formal assessment of all the properties by the
Managing Agent was virtually completed by September 30, 1999. Any operating
equipment that is found non-compliant will be repaired or replaced.
The total cost incurred for all properties managed by the Managing Agent as of
September 30, 1999 to replace or repair the operating equipment was
approximately $75,000. The Managing Agent estimates the cost to replace or
repair any remaining operating equipment is approximately $125,000.
The Managing Agent continues to have "awareness campaigns" throughout the
organization designed to raise awareness and report any possible compliance
issues regarding operating equipment within its enterprise.
Nature and Level of Importance of Third Parties and Their Exposure to the Year
2000
The Managing Agent has banking relationships with three major financial
institutions, all of which have designated their compliance. The Managing Agent
has updated data transmission standards with all of the financial institutions.
All financial institutions have communicated that they are Year 2000 compliant
and accordingly no accounts were required to be moved from the existing
financial institutions.
The Partnership does not rely heavily on any single vendor for goods and
services, and does not have significant suppliers and subcontractors who share
information systems (external agent). To date, the Partnership is not aware of
any external agent with a Year 2000 compliance issue that would materially
impact the Partnership's results of operations, liquidity, or capital resources.
However, the Partnership has no means of ensuring that external agents will be
Year 2000 compliant.
The Managing Agent does not believe that the inability of external agents to
complete their Year 2000 remediation process in a timely manner will have a
material impact on the financial position or results of operations of the
Partnership. However, the effect of non-compliance by external agents is not
readily determinable.
Costs to Address Year 2000
The total cost of the Year 2000 project to the Managing Agent is estimated at
$3.5 million and is being funded from operating cash flows. To date, the
Managing Agent has incurred approximately $2.9 million ($0.7 million expenses
and $2.2 million capitalized for new systems and equipment) related to all
phases of the Year 2000 project. Of the total remaining project costs,
approximately $0.5 million is attributable to the purchase of new software and
operating equipment, which will be capitalized. The remaining $0.2 million
relates to repair of hardware and software and will be expensed as incurred.
The Partnership's portion of these costs are not material.
Risks Associated with the Year 2000
The Managing Agent believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner. As noted above, the Managing Agent has not
yet completed all necessary phases of the Year 2000 program. In the event that
the Managing Agent does not complete any additional phases, certain worst case
scenarios could occur. The worst case scenarios could include elevators,
security and heating, ventilating and air conditioning systems that read
incorrect dates and operate with incorrect schedules (e.g., elevators will
operate on Monday as if it were Sunday). Although such a change would be
annoying to residents, it is not business critical.
In addition, disruptions in the economy generally resulting from Year 2000
issues could also adversely affect the Partnership. The Partnership could be
subject to litigation for, among other things, computer system failures,
equipment shutdowns or failure to properly date business records. The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.
Contingency Plans Associated with the Year 2000
The Managing Agent has contingency plans for certain critical applications and
is working on such plans for others. These contingency plans involve, among
other actions, manual workarounds and selecting new relationships for such
activities as banking relationships and elevator operating systems.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to this report.
b) Reports on Form 8-K:
None filed during the quarter ended September 30, 1999.
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/Martha L. Long
Martha L. Long
Senior Vice President and
Controller
Date: November 15, 1999