SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 1996 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
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM I -FINANCIAL STATEMENTS
<TABLE>
STATEMENTS OF OPERATIONS
Three Months Ended Three Months Nine Months Nine Months Ended
September 30, 1996 September 30, 1995 September 30, 1996 September 30, 1995
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
INCOME
<S> <C> <C> <C> <C>
Rental $ 2,304,014 $ 2,394,349 $ 7,134,882 $ 6,991,353
Interest on short-term investments 12,664 31,768 55,177 99,035
Other 338,058 235,781 858,953 711,529
2,654,736 2,661,898 8,049,012 7,801,917
EXPENSES
Leasing 105,256 135,406 280,370 335,265
General & Administrative 48,338 49,581 142,549 150,075
Management Fees 144,074 145,269 439,199 428,448
Utilities 230,654 231,797 783,693 866,838
Repairs & Maintenance 304,468 391,470 832,552 945,178
Insurance 61,126 55,875 180,330 167,969
Taxes 187,877 218,122 554,772 604,169
TOTAL OPERATING EXPENSES 1,081,793 1,227,520 3,213,465 3,497,942
OTHER EXPENSES
Depreciation 739,077 724,914 2,217,231 2,175,450
Amortization - 51,910 103,817 155,732
Interest expense 892,276 952,050 3,042,896 2,901,379
Other expenses 40,776 9,773 296,845 47,847
TOTAL EXPENSES 2,753,922 2,966,167 8,874,254 8,778,350
Net loss $ (99,186) $ (304,270) $ (825,242) $ (976,433)
Net loss allocated to General Partner $ (2,976) $ (9,128) $ (24,757) $ (29,293)
Net loss allocated to Limited Partners $ (96,210) $ (295,142) $ (800,485) $ (947,140)
Net (loss) per unit outstanding - Limited Partners$ (170) $ (521) $ (1,414) $ (1,673)
Weighted Average number of units outstanding 566 566 566 566
</TABLE>
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
BALANCE SHEETS
DECEMBER 31, 1995 AND SEPTEMBER 30, 1996
<TABLE>
September 30, 1996 December 31, 1995
(UNAUDITED) (Audited)
ASSETS
<S> <C> <C>
INVESTMENT IN REAL ESTATE $ 6,357,564 $ 6,357,564
Land
Buildings, improvements and personal property
net of accumulated depreciation of
$28,282,673 and $26,065,442 37,746,596 39,476,199
44,104,160 45,833,763
OTHER ASSETS
Cash and cash equivalents 9,573,121 2,752,859
Prepaid and other assets 721,474 610,462
Deferred costs, net of accumulated amortization
of 0 and $1,764,965 1,397,725 103,817
TOTAL ASSETS $ 55,796,480 $ $49,300,901
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES
Mortgage payable $ 47,000,000 $ 38,114,269
Distribution payable 6,574,747 _
Accounts payable 44,572 280,465
Accrued expenses 220,228 375,194
Tenants' security deposits 152,120 159,161
53,991,667 38,929,089
TOTAL LIABILITIES
- -
COMMITMENTS
PARTNERS' EQUITY (DEFICIT):
Limited partners' equity, 566 units authorized
and outstanding, December 31, 1995 and 1994 3,014,017 11,324,006
General partners' deficit (1,209,204) (952,194)
TOTAL PARTNERS' EQUITY 1,804,813 10,371,812
TOTAL LIABILITIES AND PARTNERS' EQUITY $ 55,796,480 $ 49,300,901
</TABLE>
See Notes on Financial Statements
STATEMENTS OF CASH FLOWS
<TABLE>
For the Nine Months Ended
September 30, 1996 and 1995 (Unaudited) 1996 1995
Cash flow from operating activities:
<S> <C> <C>
Net loss $ (825,242) $ (976,433)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation 2,217,231 2,175,450
Amortization 103,817 155,732
Changes in assets and liabilities:
Increase in prepaid and other assets (111,012) (878,665)
(Decrease) increase in accounts payable
and accrued expenses (390,859) 355,427
(Decrease) increase in tenants security (7,041) 15,051
Net Cash provided by operating activities 986,894 846,562
Cash flows from investing activities:
Acquisition of and improvements to property (487,628) (161,921)
Net cash used in investing activities: (487,628) (161,921)
Cash flows from financing activities:
Additions to deferred loan cost (1,397,725) -
Proceeds from mortgage financing 47,000,000 -
Distributions paid (1,167,010) (355,622)
Principal payments on mortgage note (38,114,269) (583,505)
Net cash provided by financing activities 6,320,996 939,127
Net increase (decrease) in cash and cash equivalen 6,820,262 (2,054,486)
Cash and cash equivalents, beginning of period 2,752,859 3,054,784
Cash and cash equivalents, ending $ 9,573,121 $ 2,800,278
Supplemental disclosure of cash flow information:
Cash paid for interest $ 3,401,550 $ 2,901,379
</TABLE>
See Notes to Financial Statements
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
<TABLE>
For the Three Months Ended General Limited
September 30, 1996 and 1995 Partners' Partners' Total
(UNAUDITED) Capital Capital Capital
<S> <C> <C> <C>
Balance December 31, 1995 $ (952,194) $ 11,324,006 $ 10,371,812
Net loss (24,757) (800,485) (825,242)
Distributions (232,253) (7,509,504) (7,741,757)
Balance, September 30, 1996 $ (1,209,204) $ 3,014,017 $ 1,804,813
Balance December 31, 1994 $ (885,391) $ 13,483,971 $ 12,598,580
Net loss (29,293) (947,140) (976,433)
Distributions (17,505) (566,000) (583,505)
Balance, September 30, 1995 $ (932,189) $ 11,970,831 $ 11,038,642
</TABLE>
See Notes to the Financial Statements
NOTES TO FINANCIAL STATEMENTS
September 30, 1996
(Unaudited)
1. ACCOUNTING AND FINANCIAL REPORTING POLICIES
The condensed financial statements included herein have been prepared by the
Registrant, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. The Registrant'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 Registrant'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, 1996.
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 a property management fee of $102,724 and
$315,150 and $103,919 and $304,399 for the three and nine months ended September
30, 1996 and 1995, respectively. An Investor Service fee of $41,350 and $102,049
for the three and six months June 30, 1996 and 1995 was also paid to an
affiliate of WFA.
4. ACCOUNTING CHANGES
On January 1, 1996, the Partnership adopted Statement of Financial Accounting
Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of", which requires impairment losses
to be recognized for long-lived assets used in operations when indicators of
impairment are present and the undiscounted cash flows are not sufficient to
recover the asset's carrying amount. The impairment loss is measured by
comparing the fair value of the asset to its carrying amount. The adoption of
the SFAS had no effect on the Partnership's financial statements.
5. RECLASSIFICATION
Certain amounts in the 1995 Statement of Operations have been reclassified to
conform with the current year presentation.
<PAGE>
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 but remains competitive.
The Partnership continues to make capital improvements to the property to
enhance its competitiveness within the local market. The Partnership spent
$487,628 on capital improvements during the first nine months of 1996 compared
to $116,923 in the first nine months of 1995. Improvements include balcony and
deck repairs and continuous renovating and
upgrading of apartment units. The capital improvements have been funded by a
combination of the property's reserves and cash flow from operations. As of
September 30, 1996, the Partnership had a cash balance of $9,573,012, as well as
approximately $470,000 that is being held by the lender to complete unit
renovations.
The Partnership provided $986,891 from operating activities, for the nine months
ended September 30, 1996, as opposed to $846,562 for the same period in 1995. As
noted above, the Partnership used $487,628 and $161,921 in investing activities
for 1996 and 1995 respectively, for capital improvements. Cash produced in
financing activities increased significantly and consisted of $47,000,000 of
proceeds from the new mortgage financing which was offset by payoff of the
previous mortgage of $38,114,269, $1,167,010 of distributions paid to partners
and $1,397,725 of deferred financing costs incurred in connection with the
mortgage financing.
On September 25, 1996, the Partnership closed a new first mortgage loan in the
amount of $47,000,000. The mortgage loan bears interest of Libor plus 2.75%,
requires monthly payments of interest and principal of approximately $370,980
based upon a 25 year amortization schedule and matures in September, 2001. The
Partnership was required to fund approximately $470,000 in reserves at closing
to complete certain required improvements and established tax and insurance
escrows. The Partnership is required to fund an ongoing replacement reserve.
Approximately $6,575,000 of the loan proceeds from the financing subsequent to
September 30, 1996 were distributed to the partners.
Results of Operations
The Partnership's net loss decreased from $976,433 to $825,242 for the nine
months ended September 30, 1995 and 1996. Net losses for the three months ended
September, 1996 were $99,186 as opposed to a net loss of $304,270 for the
quarter ended September 30, 1995.
The Partnership's rental revenue increased from $6,991,353 to $7,134,882 for the
nine months ended September 30, 1995 and 1996 respectively. Rental revenue
decreased from $2,394,349 for the three months ended
September 30, 1995 to $2,304,014 for the same period ended September 30, 1996.
The rental income was 3.9% lower and 2.1% higher in the quarter ended September
30, 1996 and the nine months ended September 30, 1996, respectively. The year to
date increased rental income reflects the higher average occupancy of 97% for
the nine months ended September 30, 1996 compared to 93% for the same period in
1995. The improved average occupancy was partially offset by a decrease in the
average rental changes from $714 per unit to $679 per unit for the nine months
ended September 30, 1995 and 1996, respectively.
<PAGE>
The direct operating expenses of the Partnership's property declined by 8.8% or
$284,477 from $3,497,942 for the nine months ended September 30, 1995 to
$3,213,465 for the nine months ended September 30, 1996. Direct operating costs
decreased by 13.1% or $141,727 from $1,223,520 to $1,081,793 for the comparable
three month period ended September 30. The cost savings for the nine month
period were primarily a result of lower leasing, utilities, and repairs and
maintenance expenses, and a decrease in the property's taxes. The cost increases
in the three month period ended June 30, 1996 were in management fees, repairs
and maintenance, insurance and taxes which were partially offset by savings in
leasing, utilities, general and administrative expenses and repairs and
maintenance expenses. The Partnership's depreciation expense increased as a
result of the higher average dollar amount of assets in service during the three
and six month periods of 1996 compared to the same period in 1995. Amortization
expense was declined due to the prior mortgage loan maturing in the second half
quarter of 1996.
Interest expense increased to $3,042,896 the nine months ended September 30,
1996, a result of the $260,000 of loan commitment fees expensed during the
second quarter.
Other expenses increased from $47,847 to $296,845 primarily as a result of
approximately $180,000 of legal costs incurred related to litigation initiated
by the Partnership in connection with a third party proxy solicitation.
The results of operations in future quarters may differ from the results of
operations for the three and nine months ended September 30, 1996, due to
inflation and changing economic conditions which could affect occupancy levels,
rental rates and operating expenses.
<PAGE>
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP - FORM 10-QSB
September 30, 1996
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a) Exhibit 27, Financial Data Schedule.
b) Reports on Form 8-K:
No report on Form 8-K was filed during the period.
<PAGE>
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP - FORM 10-QSB
September 30, 1996
SIGNATURES
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
Its General Partner
Date: November 14, 1996 By: /s/ Michael L. Ashner
Michael L. Ashner
Chief Executive Officer
Date: November 14, 1996 By: s/ Edward V. Williams
Edward V. Williams
Chief Financial Officer
<PAGE>
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information
extracted from unaudited financial statements for the
nine month period ending September 30, 1996 and is
qualified in its entirety by reference to such financial
statements
</LEGEND>
<CIK> 0000813812
<NAME> RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<EXCHANGE-RATE> 1
<CASH> 9,573,121
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 10,294,595
<PP&E> 72,386,833
<DEPRECIATION> (28,282,673)
<TOTAL-ASSETS> 55,796,480
<CURRENT-LIABILITIES> 6,991,667
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 1,804,813
<TOTAL-LIABILITY-AND-EQUITY> 55,796,480
<SALES> 0
<TOTAL-REVENUES> 8,049,012
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,831,358
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,042,896
<INCOME-PRETAX> (825,242)
<INCOME-TAX> 0
<INCOME-CONTINUING> (825,242)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (825,242)
<EPS-PRIMARY> (1,414.28)
<EPS-DILUTED> (1,414.28)
</TABLE>
