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 March 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from.........to.........
Commission file number 0-15740
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
(Exact name of small business issuer as specified in its charter)
Delaware 04-2924048
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P. O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X . No .
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
BALANCE SHEET
(Unaudited)
March 31, 1997
(in thousands, except unit data)
Assets
Cash and cash equivalents $ 2,463
Receivables and deposits 498
Restricted escrows 519
Other assets 945
Investment properties:
Land $ 6,357
Buildings and related personal property 66,988
73,345
Less accumulated depreciation (32,358) 40,987
$ 45,412
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 218
Tenant securities deposit liabilities 178
Accrued property taxes 196
Other liabilities 581
Mortgage notes payable 45,992
Partners' Deficit:
General partner's $ (1,185)
Limited partners' (566 units issued and
outstanding) (568) (1,753)
$ 45,412
See Accompanying Notes to Financial Statements
b)
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended
March 31,
1998 1997
Revenues:
Rental income $ 2,414 $ 2,379
Other income 233 318
Total revenues 2,647 2,697
Expenses:
Operating 1,003 815
General and administrative 79 81
Depreciation 661 716
Interest expense 1,045 1,006
Property taxes 196 181
Total expenses 2,984 2,799
Net loss $ (337) $ (102)
Net loss allocated to general partner (3%) $ (10) $ (3)
Net loss allocated to limited partner (97%) (327) (99)
$ (337) $ (102)
Net loss per limited partnership unit $ (578) $ (174)
Distributions per limited partnership unit $ -- $ 2,500
See Accompanying Notes to Financial Statements
c)
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner's Partners' Total
Original capital contributions 566 $ -- $47,533 $47,533
Partners' deficit at December 31, 1997 566 $(1,175) $ (241) $(1,416)
Net loss for the three months ended
March 31, 1998 -- (10) (327) (337)
Partners' deficit at March 31, 1998 566 $(1,185) $ (568) $(1,753)
<FN>
See Accompanying Notes to Financial Statements
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d)
RIVERSIDE PARK ASSOCIATED LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended
March 31,
1998 1997
Cash flows from operating activities:
Net loss $ (337) $ (102)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation 661 716
Amortization of loan costs 83 47
Change in accounts:
Receivables and deposits (161) 29
Other assets (26) 494
Accounts payable (23) (47)
Tenant security deposit liabilities 8 2
Accrued property taxes 196 181
Other liabilities (50) (158)
Net cash provided by operating activities 351 1,162
Cash flows from investing activities:
Property improvements and replacements (110) (71)
Net deposits to restricted escrows (91) (92)
Net cash used in investing activities (201) (163)
Cash flows from financing activities:
Payments of mortgage notes payable (165) (143)
Distributions to partners -- (1,459)
Payment of loan costs -- (2)
Net cash used in financing activities (165) (1,604)
Net decrease in cash and cash equivalents (15) (605)
Cash and cash equivalents at beginning of period 2,478 2,636
Cash and cash equivalents at end of period $ 2,463 $ 2,031
Supplemental disclosure of cash flow information:
Cash paid for interest $ 962 $ 960
See Accompanying Notes to Financial Statements
e)
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements of Riverside Park Associates
Limited Partnership (the "Partnership") have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of Winthrop Financial Associates, A Limited Partnership (the
"General Partner"), all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three month period ended March 31, 1998, are not necessarily
indicative of the results that may be expected for the fiscal year ended
December 31, 1998. For further information, refer to the financial statements
and footnotes thereto included in the Partnership's annual report on Form 10-KSB
for the fiscal year ended December 31, 1997.
Certain reclassifications have been made to the 1997 information to conform to
the 1998 presentation.
NOTE B - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the General Partner, IPT I
LLC ("IPT I"), the associate general partner of the General Partner, and IPT I's
affiliates for the management and administration of all partnership activities.
The Partnership Agreement provides for payments to affiliates for property
management services based on a percentage of revenue and an annual partnership
and investor service fee of $110,000 subject to a 6% annual increase commencing
in January 1989.
On October 28, 1997, IPT I was admitted as an associate general partner of the
General Partner. Pursuant to the terms of the Second Amended and Restated
Agreement of Limited Partnership of the General Partner, IPT I has the right to
cause the General Partner to take such action as it deems necessary in
connection with the activities of the Partnership. On October 28, 1997, the
Partnership terminated Winthrop Management as the managing agent, and appointed
an affiliate of IPT I to assume management of the property. The General Partner
does not believe this transaction will have a material effect on the affairs and
operations of the Partnership.
On March 17, 1998, Insignia Financial Group, Inc. ("Insignia"), an affiliate of
IPT I, entered into an agreement to merge its national residential property
management operations, and its controlling interest in Insignia Properties
Trust, with Apartment Investment and Management Company ("AIMCO"), a publicly
traded real estate investment trust. The closing, which is anticipated to
happen in the third quarter of 1998, is subject to customary conditions,
including government approvals and the approval of Insignia's shareholders. If
the closing occurs, AIMCO will acquire control of IPT I and, in turn, the
Partnership.
The following fees were paid to affiliates of IPT I and the General Partner
during the three months ended March 31, 1998 and 1997 (in thousands):
1998 1997
Property management fees (included in
operating expenses) $106 $103
Partnership and investor service fees
(included in general and administrative
expenses) 66 66
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Partnership's sole asset is a 1,222 unit apartment complex known as
Riverside Park located in Fairfax County, Virginia. The property is leased to
tenants subject to leases of up to one year. The average occupancy for the
first three months of 1998 was 93% compared to 98% for the corresponding period
in 1997. Occupancy decreased primarily due to rental rate increases. These
increases resulted in increased rental income for the period ended March 31,
1998. Physical occupancy at Riverside Park had improved to 96% by mid-April.
The Partnership's net loss increased from approximately $102,000 for the first
three months of 1997 to $337,000 for the first three months of 1998. This
increase in net loss is due to lower other income and increased operating
expenses, which more than offset increased rental income and reduced
depreciation expense. Other income decreased due to lower interest income on
cash balances in the first three months of 1998 than in the comparable period in
1997 and lower tenant charges. Operating expenses increased due to higher
property expenses and increased maintenance costs. The increase in rental income
was due to increased rental rates at the property, as discussed above, that more
than offset the lower average occupancy rate. Depreciation expense decreased due
to certain assets becoming fully depreciated during 1997.
As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment of its investment property to assess the
feasibility of increasing rents, maintaining or increasing occupancy levels and
protecting the Partnership from increases in expenses. As part of this plan,
the General Partner attempts to protect the Partnership from the burden of
inflation-related increases in expenses by increasing rents and maintaining a
high overall occupancy level. However, due to changing market conditions, which
can result in the use of rental concessions and rental reductions to offset
softening market conditions, there is no guarantee that the General Partner will
be able to sustain such a plan.
At March 31, 1998, the Partnership held cash and cash equivalents of
approximately $2,463,000 compared to approximately $2,031,000 at March 31, 1997.
The net decrease in cash and cash equivalents for the first three months of 1998
is $15,000 compared to a net decrease of $605,000 for the first three months of
1997. Net cash provided by operations decreased due to the increased net loss,
as discussed above, decreased cash provided by other assets due to the timing of
prepaid expenses, and a decrease in cash received from receivables and deposits.
Cash used in investing activities increased primarily due to increased property
improvements and replacements. Cash used in financing activities decreased
primarily due to the distribution to the partners paid during the first quarter
of 1997. No distribution was made to the partners during the first quarter of
1998.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the property to adequately maintain the physical assets
and the other operating needs of the Partnership. Such assets are currently
thought to be sufficient for any near-term needs of the Partnership. The
mortgage indebtedness of approximately $45,992,000 is being amortized over 25
years with a balloon payment of approximately $43,514,000 due at maturity in
September, 2001, at which time the property will either be refinanced or sold.
Cash distributions of $1,459,000 were paid to the partners during the first
three months of 1997; no distributions were paid during the corresponding period
in 1998. Future cash distributions will depend on the levels of net cash
generated from operations, property sales, refinancings and the availability of
cash reserves.
Year 2000
The Partnership is dependent upon the General Partner and Insignia for
management and administrative services. Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue"). The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems. The General Partner believes that with modifications to
existing software and conversions to new software, the Year 2000 Issue will not
pose significant operational problems for its computer systems. However, if such
modifications and conversions are not made, or are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the
Partnership.
Other
Certain items discussed in this quarterly report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements. Such forward-looking statements speak only as of the date
of this quarterly report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates of revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
b) Reports on Form 8-K:
None filed during the quarter ended March 31, 1998.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
RIVERSIDE PARK ASSOCIATES
LIMITED PARTNERSHIP
By: Winthrop Financial Associates
Its General Partner
By: IPT I LLC
Its Associate General Partner
By: /s/Carroll D. Vinson
Carroll D. Vinson
Manager
By: /s/William H. Jarrard
William H. Jarrard, Jr.
Manager
Date: May 14, 1998