SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended March 31, 1997 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 Identification No.) incorporation or organization) One International Place, Boston, MA 02110 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (617) 330-8600 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 ___ Riverside Park Associates Limited Partnership BALANCE SHEETS December March 31, 31, 1997 1996 (Unaudited) (Audited) ---------------- ---------------- ASSETS Investment in Real Estate Land $ 6,357,764 $ 6,357,564 Building improvements and personal property 66,233,242 66,162,838 ---------------- ---------------- 72,591,006 72,520,402 Less accumulated depreciation 29,646,497 28,930,286 ---------------- ---------------- 42,944,509 43,590,116 Cash and cash equivalents 2,207,162 3,011,885 Mortgage reserves held in escrow 454,700 181,850 Prepaid and other assets 39,286 542,719 Deferred costs, net of accumulated amortization of $129,649 and $82,956, respectively 1,276,386 1,320,779 ---------------- ---------------- Total Assets $ 46,922,043 $ 48,647,349 ================ ================ LIABILITIES AND PARTNERS' CAPITAL Liabilities Mortgage payable $ 46,593,967 $ 46,736,982 Accrued interest - mortgage 326,997 326,997 Accounts payable 28,310 167,445 Accrued expenses 299,426 145,313 Tenants' security deposits liability 156,304 193,116 ---------------- ---------------- Total Liabilities 47,405,004 47,569,853 ---------------- ---------------- Partners' Capital Limited partners capital, 566 units authorized and outstanding, 663,382 2,177,025 General partner's capital (1,146,343) (1,099,529) ---------------- ---------------- Total Partners' Capital (482,961) 1,077,496 ---------------- ---------------- Total Liabilities and Partners' Capital $ 46,922,043 $ 48,647,349 ================= ================ - 2 - Riverside Park Associates Limited Partnership See Notes to Financial Statements PART 1 - FINANCIAL INFORMATION ITEM 1. - FINANCIAL STATEMENTS STATEMENTS OF OPERATIONS 1997 1996 For the three months ended March 31, 1997 and 1996 (Unaudited) (Unaudited) - ------------------------------------------------------------------------------------------------- ---------------- Income Rental $ 2,378,569 $ 2,425,975 Interest on short-term investments 39,036 21,467 Other 278,916 247,811 ---------------- ---------------- 2,696,521 2,695,253 ---------------- ---------------- Expenses Leasing 84,220 88,768 General & administrative 34,381 53,727 Management Fees 149,125 144,464 Utilities 302,647 319,837 Repairs & maintenance 214,731 224,340 Insurance 55,802 59,276 Taxes 180,779 182,326 ---------------- ---------------- Total operating expenses 1,021,685 1,072,738 Other expenses Depreciation 716,211 730,122 Amortization 46,693 65,000 Interest expense 959,581 946,898 Other expenses 54,047 220,609 ---------------- ---------------- Total expenses 2,798,217 3,035,367 ---------------- ---------------- Net loss $ (101,696) $ (340,114) ================ ================ Net loss allocated to general partner $ (3,051) $ (10,203) ================ ================ Net loss allocated to limited partner $ (98,645) $ (329,911) ================ ================ Net loss per unit outstanding - limited partners $ (174) $ (583) ================ ================ Weighted average number of units outstanding 566 566 ================ ================ - 3 - Riverside Park Associates Limited Partnership STATEMENTS OF CASH FLOWS - ------------------------------------------------------------------------------------------------- ---------------- For the three months ended 1997 1996 March 31, 1997 and 1996 (Unaudited) (Unaudited) - ------------------------------------------------------------------------------------------------- ---------------- Cash flow from operating activities: Net loss $ (101,696) $ (340,114) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation 716,211 730,122 Amortization 46,693 65,000 Changes in assets and liabilities: Decrease (increase) in prepaid and other assets 503,433 (1,061,967) Increase in accounts payable and accrued expenses 14,977 442,211 (Decrease) increase in tenants security deposits (36,812) 2,058 Increase in mortgage reserves held in escrow (272,850) - ---------------- ---------------- Net cash provided by (used in) operating activities 869,956 (162,690) ---------------- ---------------- Cash flows from investing activities: Acquisition of and improvements to property (70,603) (203,589) Additions to deferred cost (2,300) (260,001) ---------------- ---------------- Net cash used in investing activities (72,903) (463,590) ---------------- ---------------- Principal payments on mortgage note (143,015) (126,838) Distributions to partners (1,458,761) - ---------------- ---------------- Net cash used in financing activities (1,601,776) (126,838) ---------------- ---------------- Net decrease in cash and cash equivalents (804,723) (753,118) Cash and cash equivalents, beginning of period 3,011,885 2,752,859 ---------------- ---------------- Cash and cash equivalents, ending $ 2,207,162 $ 1,999,741 ================ ================ Supplemental disclosure of cash flow information: Cash paid for interest $ 959,581 $ 946,898 ================= ================== See notes to financial statements - 4 - Riverside Park Associates Limited Partnership See Notes to Financial Statements STATEMENT OF CHANGES IN PARTNERS CAPITAL - ----------------------------------------------------------------------------------------------------------------- For the three months ended General Limited March 31, 1997 and 1996 partners' partners' Total (Unaudited) capital capital capital - ----------------------------------------------------------------------------------------------------------------- Balance December 31, 1996 $ (1,099,529) $ 2,177,025 $ 1,077,496 Net loss (3,051) (98,645) (101,696) Distributions (43,763) (1,414,998) (1,458,761) ----------------- ----------------- ----------------- Balance, March 31, 1997 $ (1,146,343) $ 663,382 $ (482,961) ================= ================= ================= Balance December 31, 1995 $ (952,194) $ 11,324,006 $ 10,371,812 Net loss (10,203) (329,911) (340,114) ----------------- ----------------- ----------------- Balance, March 31, 1996 $ (962,397) $ 10,994,095 $ 10,031,698 ================== ================== ================== See notes to financial statements - 5 - Riverside Park Associates Limited Partnership NOTES TO FINANCIAL STATEMENTS March 31, 1997 (Unaudited) 1. ACCOUNTING AND FINANCIAL REPORTING POLICIES The condensed financial statements included herein have been prepared by the Partnership, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The Partnership's accounting and financial reporting policies are in conformity with generally accepted accounting principles and include adjustments in interim periods considered necessary for a fair presentation of the results of operations. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Partnership's latest annual report on Form 10-K. The accompanying financial statements reflect the Partnership's results of operations for an interim period and are not necessarily indicative of the results of operations for the year ending December 31, 1997. 2. TAXABLE INCOME The Partnership's results of operations on a tax basis are expected to differ from net loss for financial reporting purposes primarily due to the accounting differences in the recognition of depreciation and amortization. 3. RELATED PARTY TRANSACTIONS The Partnership paid an affiliate of the general partner property management fees of $102,665 and $103,114 for the three months ended March 31, 1997 and 1996, respectively. An Investor Service fee of $46,460 for the three months ended March 31, 1997 and $41,350 for the three months ended March 31, 1996 was also paid to an affiliate of the general partner. This fee increases annually by 6%. - 6 - Riverside Park Associates Limited Partnership ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Liquidity and Capital Resources 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 Partnership requires cash to pay principal and interest on the mortgage loan encumbering the Property and to pay operating expenses in connection with the property, including management fees and general and administrative expenses. The Partnership continues to have positive cash flow after its operating and debt service requirements and provides cash distributions to its partners. It is expected that the Partnership's income will be sufficient in future years to continue to pay these expenses as well as to provide for cash distributions to its partners. The Washington, D.C., area apartment market is stable and remains competitive. The Partnership continues to make capital improvements to the property to enhance its competitiveness within the local market. The Partnership spent $70,603 on capital improvements during the first quarter of 1997 compared to $203,589 in the first quarter of 1996. Improvements include common area hallway renovations and individual HVAC system replacements. As of March 31, 1997, the Partnership had a cash balance of approximately $2,661,862, including $454,700 that is being held by the lender in a reserve account to complete unit renovations. The Property's mortgage loan is evidenced by a promissory note payable by the Partnership to GECC and secured by a mortgage in favor of GECC on the Property in the amount of $47,000,000. The mortgage loan bears interest at the rate of LIBOR plus 2.75%, requiring monthly payments of principal and interest totaling $367,532. The mortgage loan matures in September 2001, at which time a balloon payment of the remaining outstanding principal balance will be due. Results of Operations The Partnership's net loss declined from $340,114 for the three months ended March 31, 1996 to $101,696 for the three months ended March 31, 1997. Excluding non-cash items such as depreciation and amortization, however, the partnership's property has generated positive cash flow, which the Partnership used to make improvements to the property, pay debt service on the loan encumbering the property, and provide distributions to the partners. The Partnership's revenue increased from $2,695,253 to $2,696,521, or by 1%, for the first quarter of 1997 compared to the first quarter of 1996. Rental Income was 1% higher reflecting an increase average occupancy to 98% in the quarter ended March 31, 1997 compared to 96% for the same quarter in 1996. The improved occupancy was partially offset by a decrease in average rental charges from $692 per unit to $677 per unit in 1997. The direct operating costs of the Partnership's property declined by 5% or $51,053 from $1,072,738 for the quarter ended March 31, 1996 to $1,021,685 for the March 31, 1997 quarter. The cost savings were primarily as a result of lower leasing, general and adminstrative utilities, and repairs and maintenance expenses, and property taxes. The Partnership's depreciation and amortization expense categories were consistent with the results for the same period in 1996. Interest expense increased from $946,898 for the quarter ended March 31, 1996 to $959,581 for the quarter ended March 31, 1997 as a result of the higher debt balance outstanding. Other expenses decreased from $220,609 to $54,047 in the first quarter of 1997 primarily as a result of a nonrecurring litigation expense of $180,000 in 1996. The results of operations in future quarters may differ from the results of operations for the quarter ended March 31, 1997, due to inflation and changing economic conditions which could affect occupancy levels, rental rates and operating expenses. - 7 - Riverside Park Associates Limited Partnership PART II - OTHER INFORMATION Item 6 - Exhibits and Reports on Form 8-K a) Ex. 27 - Financial Data Schedule b) Reports on Form 8-k. No Report on Form 8-k was required to be filed during this period. - 8 - Riverside Park Associates Limited Partnership SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly 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 Its General Partner Date: May 13, 1997 By: /s/Edward V. Williams ----------------------- Edward V. Williams Chief Financial Officer Date: May 13, 1997 By: /s/Richard J. McCready ------------------------ Richard J. McCready Chief Executive Officer - 9 -