UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(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, 2002
[ ] 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 0-14569
SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
(Exact name of small business issuer as specified in its charter)
Maryland 04-2848939
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, 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
SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
(in thousands, except unit data)
September 30, 2002
September 30, December 31,
2002 2001
(unaudited) (Note)
Assets
Cash and cash equivalents $ 192 $ 2,277
Receivables and deposits 1,353 2,118
Restricted escrows 2,458 2,332
Other assets 2,525 1,256
Investment property:
Land 5,833 5,833
Buildings and related personal property 119,705 119,300
125,538 125,133
Less accumulated depreciation (70,772) (65,806)
54,766 59,327
$ 61,294 $ 67,310
Liabilities and Partners' (Deficit) Capital
Liabilities
Accounts payable $ 950 $ 2,222
Due to affiliates -- 99
Tenant security deposit liabilities 810 775
Other liabilities 815 1,096
Advances from affiliate -- 1,853
Mortgage note payable 50,281 51,788
52,856 57,833
Minority interest 5,568 5,470
Partners' (Deficit) Capital
General partners (2,717) (2,660)
Limited partners (649 units issued and
outstanding) 5,587 6,667
2,870 4,007
$ 61,294 $ 67,310
Note: The balance sheet at December 31, 2001 has been derived from the audited
financial statements at that date but does not include all the information
and footnotes required by generally accepted accounting principles in the
United States for complete financial statements. Certain amounts have been
reclassified to conform to the presentation of the September 30, 2002
balance sheet.
See Accompanying Notes to Consolidated Financial Statements
SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Nine Months Ended
September 30, September 30,
2002 2001 2002 2001
Revenues:
Rental income $ 7,676 $ 7,411 $22,690 $21,947
Other income 410 311 1,025 977
Casualty gain -- -- 466 --
Total revenues 8,086 7,722 24,181 22,924
Expenses:
Operating 2,868 3,269 9,508 9,184
General and administrative 191 190 553 537
Depreciation 1,807 1,666 5,138 4,813
Interest 1,205 1,309 3,691 3,962
Property taxes 474 478 1,404 1,394
Total expenses 6,545 6,912 20,294 19,890
Income before minority interest 1,541 810 3,887 3,034
Minority interest in net income
of operating partnerships (294) (287) (783) (887)
Net income $ 1,247 $ 523 $ 3,104 $ 2,147
Net income allocated to general
partners (5%) $ 62 $ 26 $ 155 $ 107
Net income allocated to limited
partners (95%) 1,185 497 2,949 2,040
$ 1,247 $ 523 $ 3,104 $ 2,147
Net income per limited partnership
unit $ 1,826 $ 765 $ 4,544 $ 3,143
Distributions per limited partnership
unit $ 3,109 $ -- $ 6,208 $ --
See Accompanying Notes to Consolidated Financial Statements
SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partners Partners Total
Original capital contributions 649 $ -- $40,563 $40,563
Partners' (deficit) capital at
December 31, 2000 649 $(2,779) $ 4,399 $ 1,620
Net income for the nine months
ended September 30, 2001 -- 107 2,040 2,147
Partners' (deficit) capital at
September 30, 2001 649 $(2,672) $ 6,439 $ 3,767
Partners' (deficit) capital at
December 31, 2001 649 $(2,660) $ 6,667 $ 4,007
Distributions for the nine months
ended September 30, 2002 -- (212) (4,029) (4,241)
Net income for the nine months
ended September 30, 2002 -- 155 2,949 3,104
Partners' (deficit) capital at
September 30, 2002 649 $(2,717) $ 5,587 $ 2,870
See Accompanying Notes to Consolidated Financial Statements
SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
2002 2001
Cash flows from operating activities:
Net income $ 3,104 $ 2,147
Adjustments to reconcile net income to net cash provided by
operating activities:
Minority interest in net income of operating partnerships 783 887
Depreciation 5,138 4,813
Casualty gain (466) --
Amortization of loan costs 102 102
Bad debt expense, net 146 212
Change in accounts:
Receivables and deposits 619 (1,899)
Other assets (1,371) 750
Accounts payable (895) (85)
Tenant security deposit liabilities 35 162
Accrued real estate taxes -- 479
Other liabilities (124) 84
Due to affiliates (99) (175)
Net cash provided by operating activities 6,972 7,477
Cash flows from investing activities:
Insurance proceeds received 445 --
Property improvements and replacements (3,335) (6,560)
Net deposits to restricted escrows (126) (482)
Refund of construction service fees from affiliate 2,245 --
Net cash used in investing activities (771) (7,042)
Cash flows from financing activities:
Payments on mortgage note payable (1,507) (1,394)
Payments on advances from affiliate (1,853) (1,287)
Advance from affiliate -- 686
Distributions to partners (4,241) --
Distributions to minority partner (685) --
Net cash used in financing activities (8,286) (1,995)
Net decrease in cash and cash equivalents (2,085) (1,560)
Cash and cash equivalents at beginning of period 2,277 2,447
Cash and cash equivalents at end of period $ 192 $ 887
Supplemental disclosure of cash flow information:
Cash paid for interest $ 3,610 $ 3,874
Supplemental disclosure of non-cash flow activity:
Property improvements and replacements included in accounts
payable $ 253 $ 1,348
At December 31, 2001 and 2000 approximately $673,000 and $908,000, respectively,
of property improvements and replacements were included in accounts payable
which are included in property improvements and replacements during the nine
months ended September 30, 2002 and 2001, respectively.
See Accompanying Notes to Consolidated Financial Statements
SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
The accompanying unaudited consolidated financial statements of Springhill Lake
Investors 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-Q and Article 10 of
Regulation S-X. 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 Three Winthrop Properties, Inc. (the
"Managing General Partner" or "Three Winthrop"), 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, 2002, are not necessarily indicative of the results that may be
expected for the year ending December 31, 2002. For further information, refer
to the consolidated financial statements and footnotes thereto included in the
Partnership's Annual Report on Form 10-K for the year ended December 31, 2001.
The Managing General Partner is ultimately controlled by Apartment Investment
and Management Company ("AIMCO"), a publicly traded real estate investment
trust.
Certain reclassifications have been made to the 2001 information to conform to
the 2002 presentation.
Note B - Transactions with Affiliated Parties
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
Partnership activities. The Limited Partnership Agreement provides for (i)
certain payments to affiliates for services, (ii) reimbursements of certain
expenses incurred by affiliates on behalf of the Partnership, (iii) an annual
asset management fee of $100,000 and (iv) an annual administration fee of
$10,000.
Affiliates of the Managing General Partner are entitled to receive 3% of tenant
rent collections and 5% of store commercial income from the Partnership's
property for providing property management services. The Partnership paid to
such affiliates approximately $693,000 and $684,000 for the nine months ended
September 30, 2002 and 2001, respectively, which is included in operating
expenses.
An affiliate of the Managing General Partner received reimbursement of
accountable administrative expenses amounting to approximately $401,000 and
$405,000 for the nine months ended September 30, 2002 and 2001, respectively,
which is included in general and administrative expenses.
During 2001, the Partnership was charged, by affiliates of the Managing General
Partner, approximately $2,245,000 for fees related to construction management
services for work performed during 1999, 2000 and 2001. These fees had been
capitalized and included in investment property. During the second quarter of
2002, it was determined by the Managing General Partner that these fees should
not have been charged and the Partnership was refunded the full amount.
Accordingly, such previously capitalized fees are no longer included in
investment property at September 30, 2002.
In accordance with the Partnership Agreement, the Managing General Partner
earned approximately $78,000 in asset management fees and approximately $5,000
in administrative fees for both the nine month periods ended September 30, 2002
and 2001. These fees are included in general and administrative expenses.
At December 31, 2001, the Partnership owed advances of approximately $1,853,000
to an affiliate of the Managing General Partner not including accrued interest
thereon of approximately $11,000 which was included in other liabilities at
December 31, 2001. These advances bear interest at the prime rate plus 2%, and
the Partnership recognized approximately $30,000 and $154,000 in interest
expense during the nine months ended September 30, 2002 and 2001, respectively.
During the nine months ended September 30, 2002, the Partnership received no
additional advances from the Managing General Partner and made principal and
interest payments of approximately $1,864,000. All advances including accrued
interest owed to an affiliate of the Managing General Partner have been repaid
at September 30, 2002.
Beginning in 2001, the Partnership began insuring its property up to certain
limits through coverage provided by AIMCO which is generally self-insured for a
portion of losses and liabilities related to workers compensation, property
casualty and vehicle liability. The Partnership insures its property above the
AIMCO limits through insurance policies obtained by AIMCO from insurers
unaffiliated with the Managing General Partner. During the nine months ended
September 30, 2002 and 2001, the Partnership was charged by AIMCO and its
affiliates approximately $225,000 and $393,000, respectively, for insurance
coverage and fees associated with policy claims administration.
Note C - Casualty Gain
During April 2001 a fire occurred at Springhill Lake Apartments which resulted
in damage to two buildings at the property. The property initially received
$145,000 of insurance proceeds during August 2001 and received the remaining
balance of $445,000 in June 2002. All work has been completed with the total
costs to restore the buildings totaling approximately $595,000. A casualty gain
was recognized during the nine months ended September 30, 2002 of approximately
$466,000 as a result of the receipt of $590,000 in total insurance proceeds less
the write-off of approximately $124,000 in undepreciated assets.
Note D - Legal Proceedings
The Partnership is unaware of any pending or outstanding litigation that is not
of a routine nature arising in the ordinary course of business.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements in certain circumstances. The matters discussed
in this report contain certain forward-looking statements, including, without
limitation, statements regarding future financial performance and the effect of
government regulations. The discussions of the Registrant's business and results
of operations, including forward-looking statements pertaining to such matters,
do not take into account the effects of any changes to the Registrant's business
and results of operations. Actual results may differ materially from those
described in the forward-looking statements and will be affected by a variety of
risks and factors including, without limitation: national and local economic
conditions; the terms of governmental regulations that affect the Registrant and
interpretations of those regulations; the competitive environment in which the
Registrant operates; financing risks, including the risk that cash flows from
operations may be insufficient to meet required payments of principal and
interest; real estate risks, including variations of real estate values and the
general economic climate in local markets and competition for tenants in such
markets; and possible environmental liabilities. Readers should carefully review
the Registrant's financial statements and the notes thereto, as well as the risk
factors described in the documents the Registrant files from time to time with
the Securities and Exchange Commission.
The Operating Partnerships' investment property is a complex which consists of
apartment and townhouse units and an eight store shopping center. The following
table sets forth the average occupancy of the property for the nine months ended
September 30, 2002 and 2001:
Average
Occupancy
2002 2001
Springhill Lake Apartments
Greenbelt, Maryland 97% 97%
Results of Operations
The Registrant's net income for the nine months ended September 30, 2002 was
approximately $3,104,000 as compared to approximately $2,147,000 for the
corresponding period in 2001. The Registrant's net income for the three months
ended September 30, 2002 was approximately $1,247,000 as compared to
approximately $523,000 for the corresponding period in 2001. Income before
minority interest for the nine months ended September 30, 2002 was approximately
$3,887,000 as compared to approximately $3,034,000 for the corresponding period
in 2001. Income before minority interest for the three months ended September
30, 2002 was approximately $1,541,000 as compared to approximately $810,000 for
the corresponding period in 2001. The increase in income before minority
interest for the nine months ended September 30, 2002 is the result of an
increase in total revenues slightly offset by an increase in total expenses. The
increase in total revenues is primarily attributable to the casualty gain
resulting from a fire at the Registrant's investment property in April 2001 and
an increase in rental income. The increase in rental income is primarily
attributable to an increase in average rental rates at Springhill Lake
Apartments.
During April 2001 a fire occurred at Springhill Lake Apartments which resulted
in damage to two buildings at the property. The property initially received
$145,000 of insurance proceeds during August 2001 and received the remaining
balance of $445,000 in June 2002. All work has been completed with the total
costs to restore the buildings totaling approximately $595,000. A casualty gain
was recognized during the second quarter of 2002 of approximately $466,000 as a
result of the receipt of $590,000 in total insurance proceeds less the write-off
of approximately $124,000 in undepreciated assets.
Total expenses for the nine month period ended September 30, 2002 increased
primarily due to an increase in operating and depreciation expenses partially
offset by a decrease in interest expense. Operating expenses increased due to an
increase in maintenance and administrative expenses partially offset by
decreases in utilities, primarily natural gas and fuel costs, and advertising
expenses. Maintenance expense increased due to increases in interior painting,
building improvements and yard and ground work at the Partnership's investment
property. The decrease in advertising expense is primarily a result of stable
occupancy at Springhill Lake Apartments. Depreciation expense increased due to
assets placed into service at the property during the last 12 months being
depreciated. Interest expense decreased due to advances from an affiliate of the
Managing General Partner being paid in full during the nine months ended
September 30, 2002 and the scheduled monthly payments of principal on the
mortgage encumbering the property.
The increase in income before minority interest for the three month period ended
September 30, 2002 is due to an increase in total revenues and a decrease in
total expenses. Total revenues increased due to an increase in rental income, as
discussed above, and an increase in other income. Other income increased due to
increases in miscellaneous tenant charges and lease cancellation fees at the
Partnership's investment property. The decrease in total expenses is due to a
decrease in interest expense, as discussed above, and a decrease in operating
expense partially offset by an increase in depreciation expense, as discussed
above. Operating expense decreased due primarily to decreased natural gas and
fuel oil costs at the Partnership's investment property.
Included in general and administrative expenses are reimbursements to the
Managing General Partner as allowed under the Partnership Agreement associated
with its management of the Partnership. 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 in general and
administrative expenses.
As part of the ongoing business plan of the Registrant, the Managing 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 Registrant from increases in expenses. As part of
this plan, the Managing General Partner attempts to protect the Registrant 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
Managing General Partner will be able to sustain such a plan.
Liquidity and Capital Resources
At September 30, 2002, the Registrant had cash and cash equivalents of
approximately $192,000 as compared to approximately $887,000 at September 30,
2001. Cash and cash equivalents decreased approximately $2,085,000 for the nine
months ended September 30, 2002 from December 31, 2001. The decrease in cash and
cash equivalents is the result of approximately $8,286,000 and $771,000 of cash
used in financing and investing activities, respectively, which was largely
offset by approximately $6,972,000 of cash provided by operating activities.
Cash used in financing activities consisted of principal payments made on the
mortgage encumbering the Registrant's property, payments on advances from an
affiliate and distributions to partners. Cash used in investing activities
consisted of property improvements and replacements and, to a lesser extent, net
deposits to escrow accounts maintained by the mortgage lender largely offset by
a refund of construction service fees from an affiliate of the Managing General
Partner and the receipt of insurance proceeds. During 2001, the Partnership was
charged, by affiliates of the Managing General Partner, approximately $2,245,000
for fees related to construction management services for work performed during
1999, 2000 and 2001. These fees had been capitalized and included in investment
property. During the second quarter of 2002, it was determined by the Managing
General Partner that these fees should not have been charged and the Partnership
was refunded the full amount. Accordingly, such previously capitalized fees are
no longer included in investment property at September 30, 2002. The Registrant
invests its working capital reserves in interest bearing accounts.
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. The Managing General Partner
monitors developments in the area of legal and regulatory compliance and is
studying new federal laws, including the Sarbanes-Oxley Act of 2002. The
Sarbanes-Oxley Act of 2002 mandates or suggests additional compliance measures
with regard to governance, disclosure, audit and other areas. In light of these
changes, the Partnership expects that it will incur higher expenses related to
compliance, including increased legal and audit fees. Capital improvements
planned for the Partnership's property are detailed below.
For 2002, the Partnership budgeted approximately $1,319,000 for capital
improvements at Springhill Lake Apartments consisting primarily of floor
covering and appliance replacements and structural improvements. During the nine
months ended September 30, 2002, the property completed approximately $2,915,000
of budgeted and unbudgeted capital expenditures, consisting primarily of
structural and building improvements, floor covering and appliance replacements,
plumbing fixtures, air conditioning upgrades and interior decorations. These
improvements were funded from operating cash flow, insurance proceeds and
replacement reserves. Additional improvements may be considered and will depend
on the physical condition of the property as well as replacement reserves and
anticipated cash flow generated by the property.
The Registrant's current assets are thought to be sufficient for any near term
needs (exclusive of capital improvements) of the Registrant. The mortgage
indebtedness of approximately $50,281,000 is being amortized over 120 months
with a balloon payment of approximately $49,017,000 due May 2003. The Managing
General Partner will attempt to refinance such indebtedness and/or sell the
property prior to such maturity date. If the property cannot be refinanced or
sold for a sufficient amount, the Registrant will risk losing the property
through foreclosure.
The Partnership distributed the following amounts during the nine months ended
September 30, 2002 and 2001 (in thousands, except per unit data):
Nine Months Per Limited Nine Months Per Limited
Ended Partnership Ended Partnership
September 30, 2002 Unit September 30, 2001 Unit
Operations $4,241 $6,208 $ -- $ --
Future cash distributions will depend on the levels of net cash generated from
operations, the availability of cash reserves, and the timing of the debt
maturity, refinancing, and/or property sale. The Registrant's cash available for
distribution is reviewed on a monthly basis. There can be no assurance that the
Registrant will generate sufficient funds from operations after required capital
improvement expenditures to permit any further distributions to its partners
during the remainder of 2002 or subsequent periods.
Other
In addition to its indirect ownership of the general partner interest in the
Partnership, AIMCO and its affiliates owned 521.90 limited partnership units
(the "Units") in the Partnership representing 80.42% of the outstanding Units at
September 30, 2002. A number of these Units were acquired pursuant to tender
offers made by AIMCO or its affiliates or Three Winthrop's affiliates. It is
possible that AIMCO or its affiliates will acquire additional units of limited
partnership interest in the Partnership in exchange for cash or a combination of
cash and units in the operating partnership of AIMCO either through private
purchases or tender offers. Under the Partnership Agreement, unitholders holding
a majority of the Units are entitled to take action with respect to a variety of
matters. As a result of its ownership of 80.42% of the outstanding Units, AIMCO
is in a position to control all voting decisions with respect to the Registrant.
Although the Managing General Partner owes fiduciary duties to the limited
partners of the Partnership, the Managing General Partner also owes fiduciary
duties to AIMCO as its sole stockholder. As a result, the duties of the Managing
General Partner, as managing general partner, to the Partnership and its limited
partners may come into conflict with the duties of the Managing General Partner
to AIMCO, as its sole stockholder.
Critical Accounting Policies and Estimates
The consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the United States which require the Partnership
to make estimates and assumptions. The Partnership believes that of its
significant accounting policies, the following may involve a higher degree of
judgment and complexity.
Impairment of Long-Lived Assets
The Partnership's investment property is recorded at cost, less accumulated
depreciation, unless considered impaired. If events or circumstances indicate
that the carrying amount of the property may be impaired, the Partnership will
make an assessment of its recoverability by estimating the undiscounted future
cash flows, excluding interest charges, of the property. If the carrying amount
exceeds the aggregate future cash flows, the Partnership would recognize an
impairment loss to the extent the carrying amount exceeds the fair value of the
property.
Real property investments are subject to varying degrees of risk. Several
factors may adversely affect the economic performance and value of the
Partnership's investment property. These factors include changes in the
national, regional and local economic climate; local conditions, such as an
oversupply of multifamily properties; competition from other available
multifamily property owners and changes in market rental rates. Any adverse
changes in these factors could cause an impairment in the Partnership's assets.
Revenue Recognition
The Partnership generally leases apartment units for twelve-month terms or less.
Commercial building lease terms are generally for terms of 3 to 10 years or
month to month. Rental income attributable to leases is recognized monthly as it
is earned. The Partnership will offer rental concessions during particularly
slow months or in response to heavy competition from other similar complexes in
the area. Concessions are charged to income as incurred.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Partnership is exposed to market risks from adverse changes in interest
rates. In this regard, changes in U.S. interest rates affect the interest earned
on the Partnership's cash and cash equivalents as well as interest paid on its
indebtedness. As a policy, the Partnership does not engage in speculative or
leveraged transactions, nor does it hold or issue financial instruments for
trading purposes. The Partnership is exposed to changes in interest rates
primarily as a result of its borrowing activities used to maintain liquidity and
fund business operations. To mitigate the impact of fluctuations in U.S.
interest rates, the Partnership maintains its debt as fixed rate in nature by
borrowing on a long-term basis. However, the advances made from its affiliate to
the Partnership bear interest at a variable rate. Based on interest rates at
September 30, 2002, a 100 basis point increase or decrease in market interest
rates would not have a material impact on the Partnership.
The following table summarizes the Partnership's debt obligations at September
30, 2002. The interest rates represent the weighted-average rates. The fair
value of the Partnership's debt is approximately $50,876,000 as of September 30,
2002.
Principal amount by expected maturity:
Long Term Debt
Fixed Rate Debt Average Interest Rate
(in thousands)
2002 $ 534 9.30%
2003 49,747 9.30%
Total $50,281
ITEM 4. CONTROLS AND PROCEDURES
The principal executive officer and principal financial officer of the Managing
General Partner, who are the equivalent of the Partnership's principal executive
officer and principal financial officer, respectively, have, within 90 days of
the filing date of this quarterly report, evaluated the effectiveness of the
Partnership's disclosure controls and procedures (as defined in Exchange Act
Rules (13a-14(c) and (15d-14(c)) and have determined that such disclosure
controls and procedures are adequate. There have been no significant changes in
the Partnership's internal controls or in other factors that could significantly
affect the Partnership's internal controls since the date of evaluation. The
Partnership does not believe any significant deficiencies or material weaknesses
exist in the Partnership's internal controls. Accordingly, no corrective actions
have been taken.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 3.4, Amended and Restated Limited Partnership
Agreement and Certificate of Amendment of Springhill Lake
Investors Limited Partnership (incorporated herein by
reference to the Registrant's Registration Statement on Form
10, dated April 30, 1986).
Exhibit 3.4(a), Amendment to Amended and Restated Limited
Partnership Agreement and Certificate of Amendment of
Springhill Lake Investors Limited Partnership (incorporated
herein by reference to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1993).
Exhibit 99, Certification of Chief Executive Officer and Chief
Financial Officer.
b) Reports on Form 8-K:
None filed for the quarter ended September 30, 2002.
SIGNATURES
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.
SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
By: THREE WINTHROP PROPERTIES, INC.
Managing General Partner
By: /s/Patrick J. Foye
Patrick J. Foye
Vice President - Residential
By: /s/Thomas C. Novosel
Thomas C. Novosel
Vice President - Residential
and Chief Accounting Officer
Date: November 13, 2002
CERTIFICATION
I, Patrick J. Foye, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Springhill Lake
Investors Ltd. Partnership;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002
_______________________
Patrick J. Foye
Vice President - Residential of Three Winthrop
Properties, Inc., equivalent of the chief
executive officer of the Partnership
CERTIFICATION
I, Paul J. McAuliffe, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Springhill Lake
Investors Ltd. Partnership;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002
_______________________
Paul J. McAuliffe
Vice President - Residential and Chief Financial
Officer of Three Winthrop Properties, Inc.,
equivalent of the chief financial officer of
the Partnership
Exhibit 99
Certification of CEO and CFO
Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q of Springhill Lake
Investors Ltd. Partnership (the "Partnership"), for the quarterly period ended
September 30, 2002 as filed with the Securities and Exchange Commission on the
date hereof (the "Report"), Patrick J. Foye, as the equivalent of the chief
executive officer of the Partnership, and Paul J. McAuliffe, as the equivalent
of the chief financial officer of the Partnership, each hereby certifies,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Partnership.
/s/ Patrick J. Foye
Name: Patrick J. Foye
Date: November 13, 2002
/s/ Paul J. McAuliffe
Name: Paul J. McAuliffe
Date: November 13, 2002
This certification accompanies the Report pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the
Sarbanes-Oxley Act of 2002, be deemed filed by the Partnership for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.