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 June 30, 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 - ---------------------------------------------------------------------------------------------- June 30, December 31, 1997 1996 (Unaudited) (Audited) - ---------------------------------------------------------------------------------------------- ASSETS Investment in Real Estate Land $ 6,357,564 $ 6,357,564 Building improvements and personal property 66,466,597 66,162,838 ------------ ------------ 72,824,161 72,520,402 Less accumulated depreciation 30,362,708 28,930,286 ------------ ------------ 42,461,453 43,590,116 Cash and cash equivalents 2,414,149 3,011,885 Mortgage reserves held in escrow 727,550 181,850 Prepaid and other assets 116,922 542,719 Deferred costs, net of accumulated amortization of $176,342 and $82,956, respectively 1,229,693 1,320,779 ------------ ------------ Total Assets $ 46,949,767 $ 48,647,349 ============ ============ LIABILITIES AND PARTNERS' CAPITAL Liabilities Mortgage payable $ 46,450,951 $ 46,736,982 Accrued interest - mortgage 326,564 326,997 Accounts payable 147,875 167,445 Accrued expenses 467,372 145,313 Tenants' security deposits liability 219,597 193,116 ------------ ------------ Total Liabilities 47,612,359 47,569,853 ------------ ------------ Partners' Capital Limited partners capital, 566 units authorized and outstanding, 489,140 2,177,025 General partner's capital (1,151,732) (1,099,529) ------------ ------------ Total Partners' Capital (662,592) 1,077,496 ------------ ------------ Total Liabilities and Partners' Capital $ 46,949,767 $ 48,647,349 ============ ============ See notes to financial statements - 2 - Riverside Park Associates Limited Partnership PART 1 - FINANCIAL INFORMATION ITEM 1. - FINANCIAL STATEMENTS STATEMENTS OF OPERATIONS - ------------------------------------------------------------------------------------------------------------------ Three months ended June 30 Six months ended June 30 For the six and three months ended June 1997 1996 1997 1996 30, 1997 and 1996 (Unaudited) (Unaudited) (Unaudited) (Unaudited) - ------------------------------------------------------------------------------------------------------------------ Income Rental $ 2,527,437 $ 2,404,893 $ 4,906,006 $ 4,830,868 Interest on short-term investments 30,081 21,046 69,117 42,513 Other 244,804 273,084 523,720 520,895 ----------- ----------- ----------- ----------- 2,802,322 2,699,023 5,498,843 5,394,276 Expenses Leasing 51,567 52,508 96,843 103,718 Payroll and Benefits 144,534 152,291 307,248 324,706 General & administrative 13,709 19,733 30,416 41,665 Management Fees 162,042 150,661 311,167 295,125 Utilities 249,606 233,202 552,253 553,039 Repairs & maintenance 237,434 234,777 376,389 387,247 Insurance 41,991 41,941 83,983 83,882 Taxes 198,189 173,821 378,968 342,290 ----------- ----------- ----------- ----------- Total operating expenses 1,099,072 1,058,934 2,137,267 2,131,672 Other expenses Depreciation 716,211 748,032 1,432,422 1,478,154 Amortization 46,693 38,817 93,386 103,817 Interest expense 991,650 1,203,722 1,951,231 2,150,620 Other expenses 128,327 35,460 165,864 256,069 ----------- ----------- ----------- ----------- Total expenses 2,981,953 3,084,965 5,780,170 6,120,332 Net loss $ (179,631) $ (385,942) $ (281,327) $ (726,056) =========== =========== =========== =========== Net loss allocated to general partner $ (5,389) $ (11,578) $ (8,440) $ (21,782) =========== =========== =========== =========== Net loss allocated to limited partner $ (174,242) $ (374,364) $ (272,887) $ (704,274) =========== =========== =========== =========== Net loss per unit outstanding - limited partners $ (308) $ (661) $ (482) $ (1,244) =========== =========== =========== =========== Weighted average number of units outstanding 566 566 566 566 =========== =========== =========== =========== See notes to financial statements - 3 - Riverside Park Associates Limited Partnership STATEMENTS OF CASH FLOWS - ------------------------------------------------------------------------------------------------ For the six months ended 1997 1996 June 30, 1997 and 1996 (Unaudited) (Unaudited) - ------------------------------------------------------------------------------------------------ Cash flow from operating activities: Net loss $ (281,327) $ (726,056) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation 1,432,422 1,478,154 Amortization 93,386 103,817 Changes in assets and liabilities: Decrease (increase) in prepaid and other assets 425,797 (1,174,737) Increase in accounts payable and accrued expenses 302,489 457,696 Increase (decrease) in tenants security deposits 26,481 (2,285) Decrease in accrued mortgage interest (433) -- ----------- ----------- Net cash provided by operating activities 1,998,815 136,589 ----------- ----------- Cash flows from investing activities: Acquisition of and improvements to property (303,759) (306,785) Additions to deferred cost (2,300) -- Increase in mortgage reserves held in escrow (545,700) -- ----------- ----------- Net cash used in investing activities (851,759) (306,785) ----------- ----------- Cash flows from financing activities: Principal payments on mortgage note (286,031) (256,853) Distributions to partners (1,458,761) (1,167,010) ----------- ----------- Net cash used in financing activities (1,744,792) (1,423,863) ----------- ----------- Net decrease in cash and cash equivalents (597,736) (1,594,059) Cash and cash equivalents, beginning of period 3,011,885 2,752,859 ----------- ----------- Cash and cash equivalents, ending $ 2,414,149 $ 1,158,800 =========== =========== Supplemental disclosure of cash flow information: Cash paid for interest $ 1,951,664 $ 1,890,620 =========== =========== See notes to financial statements - 4 - Riverside Park Associates Limited Partnership STATEMENT OF CHANGES IN PARTNERS' CAPITAL - ------------------------------------------------------------------------------------ For the six months ended General Limited Total June 30, 1997 and 1996 Partners' Partners' Partners' (Unaudited) capital capital capital - ------------------------------------------------------------------------------------ Balance December 31, 1996 $ (1,099,529) $ 2,177,025 $ 1,077,496 Net loss (8,440) (272,887) (281,327) Distributions (43,763) (1,414,998) (1,458,761) ------------ ------------ ------------ Balance, June 30, 1997 $ (1,151,732) $ 489,140 $ (662,592) ============ ============ ============ Balance December 31, 1995 $ (952,194) $ 11,324,006 $ 10,371,812 Net loss (21,782) (704,274) (726,056) Distributions (35,010) (1,132,000) (1,167,010) ------------ ------------ ------------ Balance, June 30, 1996 $ (1,008,986) $ 9,487,732 $ 8,478,746 ============ ============ ============ See notes to financial statements - 5 - Riverside Park Associates Limited Partnership NOTES TO FINANCIAL STATEMENTS June 30, 1997 (Unaudited) 1. ACCOUNTING AND FINANCIAL REPORTING POLICIES The condensed financial statements included herein have been prepared by Riverside Park Associates Limited Partnership, "the Partnership," without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The Partnership's accounting and financial reporting policies conform 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 Annual Report on Form 10-KSB for the year ended December 31, 1996. 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 $106,909 and $209,575 and $109,311 and $212,426 for the three and six months ended June 30, 1997 and 1996, respectively. An investor service fee of $55,133 and $101,593 and $41,350 and $82,699 for the three and six months ended June 30, 1997 and 1996, respectively, was also paid to an affiliate of the General Partner. 4. RECLASSIFICATION Certain items in the 1996 statements of operations have been reclassified to conform with the current year presentation. - 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 $303,759 on capital improvements during the first six months of 1997 compared to $306,785 in the first six months of 1996. Improvements include common area hallway renovations and individual HVAC system replacements. As of June 30, 1997, the Partnership had a cash balance of approximately $2,414,149, as well as $727,550 that is being held by the lender in a reserve account to complete unit renovations as compared to $3,011,885 in cash and $181,850 in reserves at December 31, 1996. The property's mortgage loan is evidenced by a promissory note payable by the Partnership to General Electric Credit Corporation "GECC" and secured by a mortgage in favor of GECC on the property in the original amount of $47,000,000. The mortgage loan, which bears interest at the rate LIBOR 2.75%, requires 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 $726,056 for the six months ended June 30, 1996 to $281,327 for the six months ended June 30, 1997. Excluding noncash 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 down the loan encumbering the property, and provide distributions to the partners. The Partnership's revenue increased from $5,394,276 to $5,498,843 for the first six months of 1997 compared to the first six months of 1996. Rental income was 1% higher reflecting an increase in average occupancy to 98.5% in the six months ended June 30, 1997 compared to 97.5% for the same six months in 1996. During this same period the average rental charges increased from $672 per unit to $675 per unit. Interest income increased from $42,513 to $69,117 during the six months ended June 30, 1996 and 1997, respectively. - 7 - Riverside Park Associates Limited Partnership ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (Continued) Results of Operations (Continued) The total operating costs of the Partnership's property remained relatively stable increasing by less than 1% or $5,595 from $2,131,672 for the six months ended June 30, 1996 to $2,137,267 for the six months ended June 30, 1997. Reductions in leasing, payroll, general and administrative, and repairs and maintenance expenses were offset by higher real estate taxes and management fees. The Partnership's depreciation and amortization expense categories were consistent with the results for the same period in 1996. Interest expense decreased from $2,150,620 for the six months ended June 30, 1996 to $1,951,231 for the six months ended June 30, 1997 due to a lower interest rate on the loan encumbering the property, which was refinanced in September, 1996, and a reduction in the outstanding amount of principal due to the monthly principal payments amounts. Other expenses decreased from $256,069 to $165,864 in the first six months of 1997 primarily as a result of a nonrecurring litigation fee incurred in 1996. The results of operations in future quarters may differ from the results of operations for the six months ended June 30, 1997, due to inflation and changing economic conditions which could affect occupancy levels, rental rates and operating expenses. - 8 - Riverside Park Associates Limited Partnership PART II - OTHER INFORMATION Item 6 - Exhibits and Reports on Form 8-K No report on Form 8-K was filed during the three months ended June 30, 1997. - 9 - Riverside Park Associates Limited Partnership SIGNATURE Pursuant to the requirements of the Securities 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: August 14, 1997 By: /s/ Edward V. Williams ---------------------- Edward V. Williams Chief Financial Officer Date: August 14, 1997 By: /s/ Richard J. McCready ------------------------ Richard J. McCready Chief Executive Officer