FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
(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, 2003
{ } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
For Quarter Ended March 31, 2003 Commission file number 000-16698
Brown-Benchmark Properties Limited Partnership
(Exact Name of Registrant as Specified in its Charter)
Delaware 31-1209608
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
225 East Redwood Street, Baltimore, Maryland 21202
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (410) 727-4083
N/A
(Former Name, Former Address, and Former Fiscal Year,
if Changed Since Last Report.)
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____
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act).
Yes No X
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
INDEX
Page No.
Part I. Financial Information
Item 1. Financial Statements
Balance Sheets 1
Statements of Operations 2
Statements of Partners' Capital (Deficit) 3
Statements of Cash Flows 4
Notes to Financial Statements 5-6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7-8
Item 3. Quantitative and Qualitative Disclosures About Market Risk 9
Item 4. Controls and Procedures 9
Part II. Other Information
Item 1. through Item 6. 9-18
Signatures 19
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Balance Sheets
March 31,
2003 December 31,
(Unaudited)
2002
---------------- ----------------
Assets
Investment in real estate $ 10,945,869 $ 11,140,873
Cash and cash equivalents 326,365 313,444
Other assets
Accounts receivable, net 22,290 22,312
Prepaid expenses 47,862 29,369
Escrow for real estate taxes 215,962 300,360
---------------- ----------------
Total other assets 286,114 352,041
---------------- ----------------
Total assets $ 11,558,348 $ 11,806,358
================ ================
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable and accrued expenses $ 526,508 $ 669,415
Tenant security deposits 149,505 146,819
Due to affiliates 16,635 11,306
Mortgage loans payable 13,111,041 13,176,703
---------------- ----------------
Total liabilities 13,803,689 14,004,243
---------------- ----------------
Partners' Capital (Deficit)
General Partners (258,509) (257,560)
Assignor Limited Partner:
Assignment of Limited Partnership
Interests - $25 stated value per
unit, 500,000 units outstanding (1,901,861) (1,855,358)
Limited Partnership Interests -
$25 stated value per unit,
40 units outstanding (85,071) (85,067)
Subordinated Limited Partners 100 100
---------------- ----------------
Total partners' deficit (2,245,341) (2,197,885)
---------------- ----------------
Total liabilities and partners' deficit $ 11,558,348 $ 11,806,358
================ ================
See accompanying notes to financial statements.
-1-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Statements of Operations
(Unaudited)
Three Months Ended
----------------------------------
March 31, March 31,
2003 2002
---------------- ----------------
Revenues
Rental income $ 1,057,666 $ 981,833
Interest income 377 892
---------------- ----------------
1,058,043 982,725
---------------- ----------------
Expenses
Compensation and benefits 118,128 104,080
Utilities 75,403 69,765
Property taxes 112,885 96,613
Maintenance and repairs 98,739 43,947
Property management fee 47,742 44,182
Advertising 14,395 10,133
Insurance 33,241 19,990
Other 21,635 18,118
Administrative and professional fees 24,959 26,702
Interest expense 228,620 255,962
Depreciation of property and equipment 234,090 233,340
Amortization of loan fees - 5,686
---------------- ----------------
1,009,837 928,518
---------------- ----------------
Net income $ 48,206 $ 54,207
================ ================
Net income per unit of assignee
limited partnership interest - basic $ 0.09 $ 0.11
================ ================
See accompanying notes to financial statements.
-2-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Statements of Partners' Capital (Deficit)
Three months ended March 31, 2003 and 2002
(Unaudited)
Assignor Limited Partner
--------------------------------
Assignment
of Limited Limited Subordinated
General Partnership Partnership Limited
Partners Interests Interests Partners Total
--------------- --------------- --------------- --------------- ---------------
Balance at December 31, 2002 $ (257,560) $ (1,855,358) $ (85,067) $ 100 $ (2,197,885)
Net income 964 47,238 4 - 48,206
Distributions to partners (1,913) (93,741) (8) - (95,662)
--------------- --------------- --------------- --------------- ---------------
Balance at March 31, 2003 $ (258,509) $ (1,901,861) $ (85,071) $ 100 $ (2,245,341)
=============== =============== =============== =============== ===============
Balance at December 31, 2001 $ (241,104) $ (1,049,082) $ (85,003) $ 100 $ (1,375,089)
Net income 1,084 53,119 4 - 54,207
Distributions to partners (3,827) (187,500) (15) - (191,342)
--------------- --------------- --------------- --------------- ---------------
Balance at March 31, 2002 $ (243,847) $ (1,183,463) $ (85,014) $ 100 $ (1,512,224)
=============== =============== =============== =============== ===============
See accompanying notes to financial statements.
-3-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Statements of Cash Flows
(Unaudited)
Three Months Ended
March 31, March 31,
2003 2002
---------------- ----------------
Cash flows from operating activities
Net income $ 48,206 $ 54,207
Adjustments to reconcile net income
to net cash provided by operating activities
Depreciation of property and equipment 234,090 233,340
Amortization of loan fees - 5,686
Changes in assets and liabilities
Decrease (increase) in accounts receivable 22 (14,376)
Increase in prepaid expenses (18,493) (28,215)
Decrease in escrow for real estate taxes 84,398 117,346
Decrease in accounts payable and accrued expenses (142,907) (116,079)
Increase in due to affiliates 5,329 7,846
Increase in tenant security deposits 2,686 3,284
---------------- ----------------
Net cash provided by operating activities 213,331 263,039
---------------- ----------------
Cash flows from investing activities-
additions to investment in real estate (39,086) (11,886)
---------------- ----------------
Cash flows from financing activities
Distributions to partners (95,662) (191,342)
Mortgage loan principal reduction (65,662) (38,907)
---------------- ----------------
Net cash used in financing activities (161,324) (230,249)
---------------- ----------------
Net increase in cash and cash equivalents 12,921 20,904
Cash and cash equivalents
Beginning of period 313,444 563,187
---------------- ----------------
End of period $ 326,365 $ 584,091
================ ================
See accompanying notes to financial statements.
-4-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Notes to Financial Statements
March 31, 2003 and 2002
(Unaudited)
NOTE 1 - THE PARTNERSHIP AND BASIS OF PREPARATION
The accompanying financial statements of Brown-Benchmark Properties Limited
Partnership (the "Partnership") do not include all of the information and note
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States of America.
The unaudited interim financial statements reflect all adjustments which are, in
the opinion of management, necessary for a fair statement of financial position,
operating results and cash flows for the interim periods presented. All such
adjustments are of a normal recurring nature. The unaudited interim financial
information should be read in conjunction with the financial statements
contained in the 2002 Annual Report.
NOTE 2 - INVESTMENT IN REAL ESTATE
Investment in real estate is summarized as follows:
March 31, 2003 December 31, 2002
Land $ 1,257,000 $ 1,257,000
Buildings 21,416,568 21,416,568
Furniture, fixtures
and equipment 2,861,310 2,822,224
25,534,878 25,495,792
Less accumulated depreciation 14,589,009 14,354,919
Total $10,945,869 $11,140,873
NOTE 3 - CASH AND CASH EQUIVALENTS
The Partnership considers all short-term investments with maturities of three
months or less at dates of purchase as cash equivalents. Cash and cash
equivalents consist of cash and money market accounts and are stated at cost,
which approximated market value at March 31, 2003 and December 31, 2002.
NOTE 4 - RELATED PARTY TRANSACTIONS
The Administrative General Partner was reimbursed for certain costs associated
with administering the Partnership, including clerical services, investor
communication services, legal services, and reports and filings made to
regulatory authorities totaling $16,635 and $16,737 during the three months
ended March 31, 2003 and 2002, respectively.
Benchmark Properties, Inc., an affiliate of the Development General Partner, the
managing agent for the properties through January 7, 2002, earned a management
fee of $3,422 in 2002. Effective January 7, 2002, the management agreement was
assigned to NHP Management Company. NHP Management Company earned a management
fee of $47,742 and $40,760, for the three months ended March 31, 2003 and 2002
respectively.
5
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Notes to Financial Statements (continued)
NOTE 5 - MORTGAGE LOANS PAYABLE
The mortgage loans had a stated rate of interest of 7.7% through June 1, 2002
(original maturity). Monthly payments were based on a 25-year amortization
schedule with a balloon payment due at maturity. Effective June 1, 2002 the
lender agreed to extend the loans for one year under terms similar to the
existing loans, except the interest rate was reduced to 7.5%. The General
Partners have obtained an extension from the existing lender for one additional
year through June 1, 2004. All terms will remain the same, except for the
interest rate which will decrease to 6.5% effective June 1, 2003.
The mortgage loan interest paid was $228,620 and $255,962 for the three months
ended March 31, 2003 and 2002, respectively.
NOTE 6 - NET INCOME PER UNIT OF ASSIGNEE LIMITED PARTNERSHIP INTEREST
Net income per Unit of assignee limited partnership interest is disclosed on the
statement of operations and is based upon average units outstanding of 500,000
during the periods ended March 31, 2003 and 2002.
6
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity and Capital Resources
The Partnership's liquidity is largely dependent on its ability to
maintain reasonably high occupancy levels, achieve rental rate increases as the
respective markets allow and to control operating expenses. The Partnership
currently has sufficient liquid assets from its rental revenues to satisfy its
anticipated operating expenditures and debt service obligations.
On May 14, 2003, the Partnership will make a cash distribution to its
partners totaling $95,663, representing an annualized return of 3% on invested
capital. This distribution will be funded from the operations of the three
apartment properties and working capital reserves available at the end of the
first quarter of the year. Based upon the 2003 budget, operating cash flow is
expected to fully fund the distribution rate of 3% in 2003.
The Partnership's first mortgage loans with Canada Life Assurance
Company have been extended for one year through June 1, 2004. All terms will
remain the same, except the interest rate will decrease from 7.5% to 6.5%
effective June 1, 2003. There will be no prepayment penalty and the loans may be
paid off following a sixty-day written notice to the lender.
The Partnership has engaged a national brokerage firm to market the
properties for sale. Letters of intent indicate purchase prices that should be
attractive to the Partners. If satisfactory contract terms and prices can be
negotiated, the General Partners will solicit the consent of the Limited
Partners to sell the properties.
The Partnership does not anticipate an outlay for any significant
capital improvements or repair costs that might adversely impact its liquidity
in 2003.
Results of Operations
First quarter 2003 revenues increased by $75,318 or 7.7% when compared
to revenues during the first quarter 2002. Management has successfully
implemented various leasing strategies to improve the occupancy of all three
properties and we are optimistic this trend will continue.
First quarter operating expenses, excluding interest charges,
depreciation and amortization costs increased $113,597 or 26% versus similar
expenses incurred during the first quarter 2002. As anticipated, operating costs
have increased during the first quarter 2003 due primarily to increased property
taxes, insurance expenses and expenses to ready apartments for new tenants.
The aggregate net operating income of the Partnership (defined as
revenues less operating expenses excluding interest charges, depreciation and
amortization costs) decreased $38,279 or 7.0% when compared to the first quarter
2002.
Occupancy levels at Woodhills, in Dayton, Ohio, increased from 86%
during the first quarter 2002 to 95% for the same period in 2003. The average
rental rate at Woodhills increased from $612 during the first quarter 2002 to
$626 during the first quarter 2003. Rental income increased approximately
$10,000 during the first quarter 2003 when compared to revenues for the first
quarter 2002.
The average occupancy level at the Deerfield, in Cincinnati, Ohio, was
95% during the first quarter 2003. Through the same period in 2002 occupancy
averaged 90%. The average rental rate was approximately $649 during the first
quarter 2003, a slight increase from $645 during the same period in 2002. Rental
revenues increased approximately $42,000 during the first quarter 2003 when
compared to revenues for the first quarter 2002.
At Oakbrook, in Columbus, Ohio, occupancy averaged 95% through the
first quarter 2003 compared to 84% during the first quarter 2002. Rental rates
have increased from $620 during the first quarter 2002 to $625 during the first
quarter 2003. Rental revenues for the first quarter 2003 increased by
approximately $24,000 when compared to 2002.
7
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Critical Accounting Policies
Critical accounting policies are those that are both important to the
presentation of financial condition and results of operations and require
management's most difficult, complex or subjective judgments. The Partnership's
critical accounting policy relates to the evaluation of impairment of long-lived
assets.
If events or changes in circumstances indicate that the carrying value
of a property to be held and used may be impaired, a recoverability analysis is
performed based on estimated undiscounted cash flows to be generated from the
property in the future. If the analysis indicates that the carrying value is not
recoverable from future cash flows, the property is written down to estimated
fair value and an impairment loss is recognized. If the Partnership decides to
sell a property, it evaluates the recoverability of the carrying amount of the
assets. If the evaluation indicates that the carrying value is not recoverable
from estimated net sales proceeds, the property is written down to estimated
fair value less costs to sell and an impairment loss is recognized. The
estimates of cash flows and fair values of the properties are based on current
market conditions and consider matters such as rental rates and occupancies for
the property and comparable properties, recent sales data for comparable
properties and, where applicable, contracts or the results of negotiations with
purchasers or prospective purchasers. These estimates are subject to revision as
market conditions and the Partnership's assessment of them change.
8
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
PART I. FINANCIAL INFORMATION
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Partnership has exposure to changing interest rates and is
currently not engaged in hedging activities. Interest on the Partnership's
$13,111,041 mortgage is at a fixed rate of 7.5% and the loans mature on June 1,
2003. The General Partners have obtained an extension from the existing lender
for a period of one additional year through June 1, 2004. All terms and
conditions remain the same except, the interest rate will decrease from 7.5% to
6.5% effective June 1, 2003.
Item 4. Controls and Procedures
Within the 90-day period prior to the filing of this quarterly report,
an evaluation was performed under the supervision and with the participation of
the Partnership's management, including the Chief Executive Officer and Chief
Financial Officer of the general partner, of the effectiveness of the design and
operation of disclosure controls and procedures as defined in Rule 13a-14 of the
rules promulgated under the Securities and Exchange Act of 1934, as amended.
Based on that evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that the design and operation of these disclosure controls and
procedures were effective. There have been no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Inapplicable
Item 2. Changes in Securities and Use of Proceeds
Inapplicable
Item 3. Defaults upon Senior Securities
Inapplicable
Item 4. Submission of Matters to a Vote of Security Holders
Inapplicable
Item 5. Other Information
Inapplicable
9
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
Exhibit 99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 99.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 99.3 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 99.4 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 99.5 Certification of Principal Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 99.6 Certification of Principal Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 99.7 Certification of Principal Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 99.8 Certification of Principal Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
b) Reports on Form 8-K: None
10
Exhibit 99.1
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
CERTIFICATION PURSUANT TO
18 U.S.C. ss. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the filing of Brown-Benchmark Properties Limited
Partnership's (the "Partnership") Report on Form 10-Q for the period ending
March 31, 2003 with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Daniel P. Riedel, the Chief Executive Officer of Benchmark
Equities, Inc., Development General Partner of the Partnership, certify,
pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
(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 result of
operations of the Partnership.
Date: 5/9/03 By: /s/ Daniel P. Riedel
Daniel P. Riedel
Chief Executive Officer
Benchmark Equities, Inc.
Development General Partner
11
Exhibit 99.2
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
CERTIFICATION PURSUANT TO
18 U.S.C. ss. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the filing of Brown-Benchmark Properties Limited
Partnership's (the "Partnership") Report on Form 10-Q for the period ending
March 31, 2003 with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Deborah J. Maxson, the Chief Financial Officer of Benchmark
Equities, Inc., Development General Partner of the Partnership, certify,
pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
(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 result of
operations of the Partnership.
Date: 5/9/03 By: /s/ Deborah J. Maxson
Deborah J. Maxson
Chief Financial Officer
Benchmark Equities, Inc.
Development General Partner
12
Exhibit 99.3
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
CERTIFICATION PURSUANT TO
18 U.S.C. ss. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the filing of Brown-Benchmark Properties Limited
Partnership's (the "Partnership") Report on Form 10-Q for the period ending
March 31, 2003 with the Securities and Exchange Commission on the date hereof
(the "Report"), I, John M. Prugh, the Chief Executive Officer of Brown-Benchmark
AGP, Inc., Administrative General Partner of the Partnership, certify, pursuant
to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
(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 result of
operations of the Partnership.
Date: 5/12/03 By: /s/ John M. Prugh
John M. Prugh
Chief Executive Officer
Brown-Benchmark AGP, Inc.
Administrative General Partner
13
Exhibit 99.4
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
CERTIFICATION PURSUANT TO
18 U.S.C. ss. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the filing of Brown-Benchmark Properties Limited
Partnership's (the "Partnership") Report on Form 10-Q for the period ending
March 31, 2003 with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Timothy M. Gisriel, the Chief Financial Officer of
Brown-Benchmark AGP, Inc., Administrative General Partner of the Partnership,
certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that:
(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 result of
operations of the Partnership.
Date: 5/12/03 By: /s/ Timothy M. Gisriel
Timothy M. Gisriel
Chief Financial Officer
Brown-Benchmark AGP, Inc.
Administrative General Partner
14
Exhibit 99.5
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Certification of Principal Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Daniel P. Riedel, certify that:
1. I have reviewed this report of Brown-Benchmark Properties Limited
Partnership;
2. Based on my knowledge, this 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
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the issuer as of, and for, the periods presented in this report;
4. The issuer'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 issuer and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the issuer, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) evaluated the effectiveness of the issuer's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
report (the "Evaluation Date"); and
c) presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The issuer's other certifying officers and I have disclosed, based on our
most recent evaluation, to the issuer's auditors and the audit committee of
issuer'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 issuer's ability to record,
process, summarize and report financial data and have identified for
the issuer'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 issuer's internal
controls; and
6. The issuer's other certifying officers and I have indicated in this report
whether 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: 5/9/03 By: /s/ Daniel P. Riedel
Daniel P. Riedel
Chief Executive Officer
Benchmark Equities, Inc.
Development General Partner
-15-
Exhibit 99.6
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Certification of Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Deborah J. Maxson, certify that:
1. I have reviewed this report of Brown-Benchmark Properties Limited
Partnership;
2. Based on my knowledge, this 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
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the issuer as of, and for, the periods presented in this report;
4. The issuer'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 issuer and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the issuer, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) evaluated the effectiveness of the issuer's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
report (the "Evaluation Date"); and
c) presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The issuer's other certifying officers and I have disclosed, based on our
most recent evaluation, to the issuer's auditors and the audit committee of
issuer'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 issuer's ability to record,
process, summarize and report financial data and have identified for
the issuer'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 issuer's internal
controls; and
6. The issuer's other certifying officers and I have indicated in this report
whether 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: 5/9/03 By: /s/ Deborah J. Maxson
Deborah J. Maxson
Chief Financial Officer
Benchmark Equities, Inc.
Development General Partner
-16-
Exhibit 99.7
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Certification of Principal Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, John M. Prugh, certify that:
1. I have reviewed this report of Brown-Benchmark Properties Limited
Partnership;
2. Based on my knowledge, this 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
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the issuer as of, and for, the periods presented in this report;
4. The issuer'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 issuer and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the issuer, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) evaluated the effectiveness of the issuer's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
report (the "Evaluation Date"); and
c) presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The issuer's other certifying officers and I have disclosed, based on our
most recent evaluation, to the issuer's auditors and the audit committee of
issuer'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 issuer's ability to record,
process, summarize and report financial data and have identified for
the issuer'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 issuer's internal
controls; and
6. The issuer's other certifying officers and I have indicated in this report
whether 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: 5/12/03 By: /s/ John M. Prugh
John M. Prugh
Chief Executive Officer
Brown-Benchmark AGP, Inc.
Administrative General Partner
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Exhibit 99.8
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Certification of Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Timothy M. Gisriel, certify that:
1. I have reviewed this report of Brown-Benchmark Properties Limited
Partnership;
2. Based on my knowledge, this 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
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the issuer as of, and for, the periods presented in this report;
4. The issuer'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 issuer and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the issuer, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) evaluated the effectiveness of the issuer's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
report (the "Evaluation Date"); and
c) presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The issuer's other certifying officers and I have disclosed, based on our
most recent evaluation, to the issuer's auditors and the audit committee of
issuer'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 issuer's ability to record,
process, summarize and report financial data and have identified for
the issuer'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 issuer's internal
controls; and
6. The issuer's other certifying officers and I have indicated in this report
whether 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: 5/12/03 By: /s/ Timothy M. Gisriel
Timothy M. Gisriel
Chief Financial Officer
Brown-Benchmark AGP, Inc.
Administrative General Partner
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BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
BROWN-BENCHMARK PROPERTIES
LIMITED PARTNERSHIP
DATE: 05/12/03 By: /s/ John M.Prugh
John M. Prugh
President and Director
Brown-Benchmark AGP, Inc.
Administrative General Partner
DATE: 05/12/03 By: /s/ Timothy M.Gisriel
Timothy M. Gisriel
Treasurer
Brown-Benchmark AGP, Inc.
Administrative General Partner
-19-