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 June 30, 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 June 30, 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. 9-16
natures 17
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Balance Sheets
June 30,
2003 December 31,
(Unaudited) 2002
---------------- ----------------
Assets
Investment in real estate $ 10,826,191 $ 11,140,873
Cash and cash equivalents 264,946 313,444
Other assets
Accounts receivable, net 29,817 22,312
Prepaid expenses 127,672 29,369
Escrow for real estate taxes 162,393 300,360
---------------- ----------------
Total other assets 319,882 352,041
---------------- ----------------
Total assets $ 11,411,019 $ 11,806,358
================ ================
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable and accrued expenses $ 569,699 $ 669,415
Tenant security deposits 149,707 146,819
Due to affiliates 17,502 11,306
Mortgage loans payable 13,033,290 13,176,703
---------------- ----------------
Total liabilities 13,770,198 14,004,243
---------------- ----------------
Partners' Capital (Deficit)
General Partners (260,786) (257,560)
Assignor Limited Partner:
Assignment of Limited Partnership
Interests - $25 stated value per
unit, 500,000 units outstanding (2,013,413) (1,855,358)
Limited Partnership Interests -
$25 stated value per unit,
40 units outstanding (85,080) (85,067)
Subordinated Limited Partners 100 100
---------------- ----------------
Total partners' deficit (2,359,179) (2,197,885)
---------------- ----------------
Total liabilities and partners' deficit $ 11,411,019 $ 11,806,358
================ ================
See accompanying notes to financial statements.
-1-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Statements of Operations
(Unaudited)
Three Months Ended Six Months Ended
--------------------------------- ----------------------------------
June 30, June 30, June 30, June 30,
2003 2002 2003 2002
--------------- ---------------- ---------------- ----------------
Revenues
Rental income 1,057,655 $ 943,133 $ 2,115,321 $ 1,924,966
Interest income 231 442 608 1,334
--------------- ---------------- ---------------- ----------------
1,057,886 943,575 2,115,929 1,926,300
--------------- ---------------- ---------------- ----------------
Expenses
Compensation and benefits 108,151 92,235 226,279 196,315
Utilities 78,177 62,620 153,581 132,385
Property taxes 104,856 66,731 217,741 163,344
Maintenance and repairs 161,727 128,595 260,465 172,542
Property management fee 43,880 42,441 91,622 86,623
Advertising 22,492 19,376 36,887 29,509
Insurance 22,238 31,452 55,479 51,442
Other 31,126 36,435 52,762 54,552
Administrative and professional fees 26,637 21,739 51,595 48,442
Interest expense 242,686 259,483 471,306 515,445
Depreciation of property and equipment 234,090 233,890 468,180 467,230
Amortization of loan fees - 4,654 - 10,340
--------------- ---------------- ---------------- ----------------
1,076,060 999,651 2,085,897 1,928,169
--------------- ---------------- ---------------- ----------------
Net income (loss) (18,174) $ (56,076) $ 30,033 $$ (1,869)
=============== ================ ================ ================
Net income (loss) per unit of assignee
limited partnership interest - basic (0.04) $ (0.11) $ 0.06 $ (0.00)
=============== ================ ================ ================
See accompanying notes to financial statements.
-2-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Statements of Partners' Capital (Deficit)
Six months ended June 30, 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 601 29,430 2 - 30,033
Distributions to partners (3,827) (187,485) (15) - (191,327)
--------------- --------------- --------------- --------------- ---------------
Balance at June 30, 2003 $ (260,786) $ (2,013,413) $ (85,080) $ 100 $ (2,359,179)
=============== =============== =============== =============== ===============
Balance at December 31, 2001 $ (241,104) $ (1,049,082) $ (85,003) $ 100 $ (1,375,089)
Net loss (37) (1,832) 0 - (1,869)
Distributions to partners (7,654) (375,000) (30) - (382,684)
--------------- --------------- --------------- --------------- ---------------
Balance at June 30, 2002 $ (248,795) $ (1,425,914) $ (85,033) $ 100 $ (1,759,642)
=============== =============== =============== =============== ===============
See accompanying notes to financial statements.
-3-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Statements of Cash Flows
(Unaudited)
Six Months Ended
----------------------------------
June 30, June 30,
2003 2002
---------------- ----------------
Cash flows from operating activities
Net income (loss) $ 30,033 $ (1,869)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities
Depreciation of property and equipment 468,180 467,230
Amortization of loan fees - 10,340
Changes in assets and liabilities
(Increase) decrease in accounts receivable (7,505) 8,657
Increase in prepaid expenses (98,303) (94,479)
Decrease in escrow for real estate taxes 137,967 173,349
Decrease in accounts payable and accrued expenses (99,716) (122,315)
Increase in due to affiliates 6,196 4,990
Increase in tenant security deposits 2,888 24,446
---------------- ----------------
Net cash provided by operating activities 439,740 470,349
---------------- ----------------
Cash flows from investing activities-
additions to investment in real estate (153,498) (39,647)
---------------- ----------------
Cash flows from financing activities
Distributions to partners (191,327) (382,684)
Mortgage loan principal reduction (143,413) (109,690)
---------------- ----------------
Net cash used in financing activities (334,740) (492,374)
---------------- ----------------
Net decrease in cash and cash equivalents (48,499) (61,672)
Cash and cash equivalents
Beginning of period 313,444 563,187
---------------- ----------------
End of period $ 264,946 $ 501,515
================ ================
See accompanying notes to financial statements.
-4-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Notes to Financial Statements
June 30, 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:
June 30, 2003 December 31, 2002
Land $ 1,257,000 $ 1,257,000
Buildings 21,416,568 21,416,568
Furniture, fixtures
and equipment 2,975,722 2,822,224
--------- ---------
25,649,290 25,495,792
Less accumulated depreciation 14,823,099 14,354,919
---------- ----------
Total $10,826,191 $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 June 30, 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 $17,502 and $13,880 during the three months
ended June 30, 2003 and 2002, respectively and $34,137 and $30,617 for the six
months ended June 30, 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 $43,880 and $42,441, for the three months ended June 30, 2003 and 2002
respectively and $91,622 and $83,201 for the six months ended June 30, 2003 and
2002 respectively.
-5-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Notes to Financial Statements
June 30, 2003 and 2002
(Unaudited)
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 mortgage loans
have been extended for one additional year through June 1, 2004. All terms will
remain the same, except for the interest rate which decreased to 6.5% effective
June 1, 2003.
The mortgage loan interest paid was $471,306 and $515,445 for the six months
ended June 30, 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 June 30, 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 August 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 second quarter of the year. Based upon the 2003 budget, operating cash flow
is expected to fully fund the distribution rate of 3% in 2003, pending the
properties sales as discussed below.
The Partnership's first mortgage loans with Canada Life Assurance
Company have been extended for one year through June 1, 2004. All terms remain
the same, except the interest rate decreased 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 does not anticipate an outlay for any significant
capital improvements or repair costs that might adversely impact its liquidity
in 2003.
Results of Operations
Second quarter 2003 revenues increased by $114,311, or 12%, when
compared to revenues during the second quarter 2002. Revenues for the six months
ended June 30, 2003 increased by $189,629, or 9.8%, when compared to revenues
for the same period in 2002. Most of the increase in revenues occurred in the
second quarter as management successfully implemented various leasing strategies
to improve the occupancy of all three properties in addition to achieving higher
rental rates at each of the three properties. Occupancies have remained in the
mid-ninety percent range for the past year and we are optimistic this will
continue.
Second quarter operating expenses, excluding interest charges,
depreciation and amortization costs increased $97,660 or 19% versus similar
expenses incurred during the second quarter 2002. Operating expenses for the six
months ended June 30, 2003 have increased $211,257, or 22.59%. As anticipated,
operating costs have increased during the three and six month periods of 2003
over similar periods in 2002 due primarily to increased property taxes, utility
expenses and expenses to ready apartments for new tenants (reflected in
compensation and benefits and maintenance and repairs expenses).
The aggregate net operating income of the Partnership (defined as
revenues less operating expenses excluding interest charges, depreciation and
amortization costs) decreased by $21,628 or 2.2% for the six months ended June
30, 2003 as a result of the proportionately larger increases in operating
expenses over revenues. The improvement in revenues in the second quarter
resulted in an increase in operating income of $16,651 or 3.8% when compared to
the second quarter 2002.
Occupancy levels at Woodhills, in Dayton, Ohio, increased from 92%
during the second quarter 2002 to 94% for the same period in 2003 while overall
occupancy levels for the six months ended June 30, 2003 increased to 95% from
89% in 2002. The average rental rate at Woodhills increased from $612 during the
second quarter 2002 to $617 during the second quarter 2003. Rental income
increased approximately $42,000 during the second quarter 2003 when compared to
revenues for the second quarter 2002.
-7-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations (continued)
The average occupancy level at the Deerfield, in Cincinnati, Ohio, was
95% during the second quarter 2003, through the same period in 2002 occupancy
averaged 89% while overall occupancy levels for the six months ended June 30,
2003 increased to 95% from 90% in 2002. The average rental rate was
approximately $659 during the second quarter 2003, a slight increase from $642
during the same period in 2002. Rental revenues increased approximately $48,000
during the second quarter 2003 when compared to revenues for the second quarter
2002.
At Oakbrook, in Columbus, Ohio, occupancy averaged 96% through the
second quarter 2003 compared to 91% during the second quarter 2002 while overall
occupancy levels for the six months ended June 30, 2003 increased to 95% from
87% in 2002. Rental rates have increased from $591 during the second quarter
2002 to $628 during the second quarter 2003. Rental revenues for the second
quarter 2003 increased by approximately $24,000 when compared to 2002.
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.
Outlook
The Partnership has executed Purchase and Sale Agreements for each of
the three properties at purchase prices that should be attractive to the
Partners. The General Partners are preparing a proxy statement filing to solicit
the consent of the Limited Partners to sell the properties. Pending approval of
the proxy statement filing, copies of the proxy statement including consent
forms will be sent to Unitholders of record shortly.
The contracts are all in their due diligence periods and there can be
no assurance that these contracts will result in a sale(s). However if the
Partnership does receive the consent of investors to sell its three properties
and successfully completes each sale, the Partnership will conclude its
operations.
-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
$13,033,290 mortgage is currently at a fixed rate of 6.5% and the loans mature
on June 1, 2004.
Item 4. Controls and Procedures
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 of June
30, 2003, as defined in Rule 13a-15 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 31.1 Certification of Principal Executive Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2 Certification of Principal Financial Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.3 Certification of Principal Executive Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.4 Certification of Principal Financial Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
b) Reports on Form 8-K: None
-10-
Exhibit 31.1
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 quarterly report on Form 10-Q 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 registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures [as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)] for the registrant and have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, 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 report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: 8/8/03 By: /s/ Daniel P. Riedel
Daniel P. Riedel
Chief Executive Officer
Benchmark Equities, Inc.
Development General Partner
-11-
Exhibit 31.2
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 quarterly report on Form 10-Q 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 registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures [as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)] for the registrant and have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, 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 report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: 8/8/03 By: /s/ Deborah J. Maxson
Deborah J. Maxson
Chief Financial Officer
Benchmark Equities, Inc.
Development General Partner
-12-
Exhibit 31.3
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 quarterly report on Form 10-Q 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 registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures [as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)] for the registrant and have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, 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 report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: 8/14/03 By: /s/ John M. Prugh
John M. Prugh
Chief Executive Officer
Brown-Benchmark AGP, Inc.
Administrative General Partner
-13-
Exhibit 31.4
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 quarterly report on Form 10-Q 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 registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures [as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)] for the registrant and have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, 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 report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: 8/14/03 By: /s/ Timothy M. Gisriel
Timothy M. Gisriel
Chief Financial Officer
Brown-Benchmark AGP, Inc.
Administrative General Partner
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Exhibit 32.1
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 June
30, 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: 8/8/03 By: /s/ Daniel P. Riedel
Daniel P. Riedel
Chief Executive Officer
Benchmark Equities, Inc.
Development General Partner
Date: 8/8/03 By: /s/ Deborah J. Maxson
Deborah J. Maxson
Chief Financial Officer
Benchmark Equities, Inc.
Development General Partner
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Exhibit 32.2
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-K for the period ending
December 31, 2002 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: 8/14/03 By: /s/ John M. Prugh
John M. Prugh
Chief Executive Officer
Brown-Benchmark AGP, Inc.
Administrative General Partner
Date: 8/14/03 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: 08/14/03 By: /s/ John M.
Prugh
John M. Prugh
President and Director
Brown-Benchmark AGP, Inc.
Administrative General Partner
DATE: 08/14//03 By: /s/ Timothy M.
Gisriel
Timothy M. Gisriel
Treasurer
Brown-Benchmark AGP, Inc.
Administrative General Partner
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