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 September 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 September 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)
300 East Lombard Street, Baltimore, Maryland 21202
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (410) 727-4083
225 East Redwood Street Baltimore, Maryland 21202
(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 7-9
Item 3. Quantitative and Qualitative Disclosures About Market Risk 10
Item 4. Controls and Procedures 10
Part II. Other Information
Item 1. through Item 6. 10-17
Signatures 18
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Balance Sheets
September 30,
2003 December 31,
(Unaudited)
2002
---------------- ----------------
Assets
Investment in real estate $ - $ 11,140,873
Properties held for sale 10,638,287 -
Cash and cash equivalents 183,669 313,444
Other assets
Accounts receivable, net 30,351 22,312
Prepaid expenses 108,740 29,369
Escrow for real estate taxes 218,346 300,360
---------------- ----------------
Total other assets 357,437 352,041
---------------- ----------------
Total assets $ 11,179,393 $ 11,806,358
================ ================
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable and accrued expenses $ 512,909 $ 669,415
Tenant security deposits 147,227 146,819
Due to affiliates 24,831 11,306
Mortgage loans payable relating to properties
held for sale 12,945,359 13,176,703
---------------- ----------------
Total liabilities 13,630,326 14,004,243
---------------- ----------------
Partners' Capital (Deficit)
General Partners (262,621) (257,560)
Assignor Limited Partner:
Assignment of Limited Partnership
Interests - $25 stated value per
unit, 500,000 units outstanding (2,103,325) (1,855,358)
Limited Partnership Interests -
$25 stated value per unit,
40 units outstanding (85,087) (85,067)
Subordinated Limited Partners 100 100
---------------- ----------------
Total partners' deficit (2,450,933) (2,197,885)
---------------- ----------------
Total liabilities and partners' deficit $ 11,179,393 $ 11,806,358
================ ================
See accompanying notes to financial statements.
-1-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Statements of Operations
(Unaudited)
Three Months Ended Nine Months Ended
--------------------------------- ----------------------------------
September 30, September 30, September 30, September 30,
2003 2002 2003 2002
--------------- ---------------- ---------------- ----------------
Revenues
Interest income $ 120 $ 200 $ 728 $ 1,534
-------------- -------------- --------------- --------------
Expenses
Administrative and professional fees 60,261 38,398 111,856 86,839
-------------- ---------------- --------------- --------------
Loss from continuing operations (60,141) (38,198) (111,128) (85,305)
Discontinued operations 64,050 (22,790) 145,069 22,448
-------------- ---------------- --------------- --------------
Net income (loss) 3,909 $ (60,988) $ 33,941 $ (62,857)
============== ================ =============== ==============
Net income (loss) per unit of assignee limited
partnership interest - basic
Continuing operations $ (0.12) $ (0.08) $ (0.22) $ (0.17)
Discontinued operations 0.13 (0.04) 0.29 0.05
-------------- ---------------- --------------- ---------------
Total $ 0.01 $ (0.12) $ 0.07 $ (0.12)
============== ================ =============== ===============
See accompanying notes to financial statements.
-2-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Statements of Partners' Capital (Deficit)
Nine months ended September 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 679 33,260 3 - 33,941
Distributions to partners (5,740) (281,227) (22) - (286,989)
--------------- --------------- --------------- --------------- -----------------
Balance at September 30, 2003 $ (262,621) $ (2,103,325) $ (85,087) $ 100 $ (2,450,933)
=============== =============== =============== =============== =================
Balance at December 31, 2001 $ (241,104) $ (1,049,082) $ (85,003) $ 100 $ (1,375,089)
Net loss (1,257) (61,595) (5) - (62,857)
Distributions to partners (11,481) (562,500) (45) - (574,026)
--------------- --------------- --------------- --------------- -----------------
Balance at September 30, 2002 $ (253,842) $ (1,673,177) $ (85,053) $ 100 $ (2,011,972)
=============== =============== =============== =============== =================
See accompanying notes to financial statements.
-3-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Statements of Cash Flows
(Unaudited)
Nine Months Ended
----------------------------------
September 30, September 30,
2003 2002
---------------- ----------------
Cash flows from operating activities
Net income (loss) $ 33,941 $ (62,857)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities
Depreciation of property and equipment 711,186 704,012
Amortization of loan fees - 10,340
Changes in assets and liabilities
Increase in accounts receivable (8,039) (768)
Increase in prepaid expenses (79,371) (110,195)
Decrease in escrow for real estate taxes 82,014 171,931
Decrease in accounts payable and accrued expenses (156,506) (172,545)
Increase in due to affiliates 13,525 24,125
Increase in tenant security deposits 408 28,911
---------------- ----------------
Net cash provided by operating activities 597,158 592,954
---------------- ----------------
Cash flows from investing activities-
additions to investment in real estate (208,600) (102,733)
---------------- ----------------
Cash flows from financing activities
Distributions to partners (286,989) (574,026)
Mortgage loan principal reduction (231,344) (174,276)
---------------- ----------------
Net cash used in financing activities (518,333) (748,302)
---------------- ----------------
Net decrease in cash and cash equivalents (129,775) (258,081)
Cash and cash equivalents
Beginning of period 313,444 563,187
---------------- ----------------
End of period $ 183,669 $ 305,106
================ ================
See accompanying notes to financial statements.
-4-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Notes to Financial Statements
September 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:
December 31, 2002
Land $ 1,257,000
Buildings 21,416,568
Furniture, fixtures and equipment 2,822,224
---------
25,495,792
Less accumulated depreciation 14,354,919
----------
Total $11,140,873
===========
NOTE 3 - DISCONTINUED OPERATIONS
At September 30, 2003, the Partnership's three properties were under contracts
for sale and were classified as properties held for sale in the balance sheet.
In accordance with the provisions of Statement of Financial Accounting Standards
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," the
results of operations of these properties are reported in discontinued
operations for all periods presented in the statements of operations. Income
from discontinued operations is summarized as follows:
Three Months Ended Nine Months Ended
Sept. 30, Sept. 30, Sept. 30, Sept. 30,
2003 2002 2003 2002
-------------- -------------- -------------- ---------------
Rental revenues $ 1,070,414 $ 1,057,489 $ 3,185,735 $ 2,982,455
Expenses (1,006,364) (1,080,279) (3,040,666) (2,960,007)
------------- -------------- -------------- ---------------
Discontinued operations $ 64,050 $ (22,790) $ 145,069 $ 22,448
============= ============== ============== ===============
NOTE 4 - 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 September 30, 2003 and December 31, 2002.
-5-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Notes to Financial Statements
September 30, 2003 and 2002
(Unaudited)
NOTE 5 - 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 $24,831 and $33,016 during the three months
ended September 30, 2003 and 2002, respectively and $58,968 and $63,633 for the
nine months ended September 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 $49,010 and $46,353, for the three months ended September 30, 2003 and
2002 respectively and $140,632 and $129,554 for the nine months ended September
30, 2003 and 2002 respectively.
NOTE 6 - 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
were subsequently extended for one additional year through June 1, 2004. All
terms remained the same, except for the interest rate which decreased to 6.5%
effective June 1, 2003.
The mortgage loan interest paid was $693,520 and $778,003 for the nine months
ended September 30, 2003 and 2002, respectively.
NOTE 7 - 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 September 30, 2003 and 2002.
NOTE 8 - SUBSEQUENT EVENTS
On October 10, 2003, the Partnership sold its Woodhills 186-unit residential
multifamily apartment complex, located in West Carrollton, Montgomery County
Ohio, for $6,900,000. The Partnership's investment in the property was
$3,073,523, net of accumulated depreciation of $4,820,340 at September 30, 2003.
On October 15, 2003, the Partnership sold its Oakbrook 181-unit residential
multifamily apartment complex, located in Reynoldsburg, Franklin County, Ohio,
for $6,850,000. The Partnership's investment in the property was $3,257,513, net
of accumulated depreciation of $4,628,821 at September 30, 2003.
On October 28, 2003, the Partnership sold its Deerfield 223-unit residential
multifamily apartment complex, located in Union Township (greater Cincinnati
area) Ohio, for $10,600,000. The Partnership's investment in the property was
$4,307,251, net of accumulated depreciation of $5,616,943 at September 30, 2003.
The gain on these sales, net of costs to sell, was approximately $13,200,000.
-6-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity and Capital Resources
The Partnership sold its three apartment properties to separate buyers
in October 2003. The preliminary distribution of sales proceeds will be made to
investors in November and final proceeds by year end, once all operating costs
have been determined and reconciled.
The Partnership's first mortgage loans with Canada Life Assurance
Company were paid-off in October as each property was sold. There were no
prepayment penalties.
Results of Operations
In accordance with the provisions of Statement of Financial Accounting
Standards No. 144 "Accounting for the Impairment or Disposal of Long-Lived
Assets" (SFAS No. 144), the statements of operations present income from
continuing operations and from discontinued operations. Discontinued operations
include the operating results of all three properties under contracts of sale at
September 30, 2003, (all sold subsequently in October 2003). The prior year
amounts for the properties have been reclassified to discontinued operations as
required by SFAS No. 144. The following discussion and analysis of the results
of operations conforms to this presentation in the statements of operations.
Continuing Operations
Continuing operations includes interest earned on cash and cash
equivalents and administrative expenses and professional fees not identifiable
with a specific property.
Expenses incurred during the three months ended September 30, 2003
totaled $60,261 reflecting an increase of $21,863 from the same period in 2002.
Similar expenses incurred during the nine months ended September 30, 2003
totaled $111,128 reflecting an increase of $25,823 from the same period in 2002.
The increases are the result of higher administrative and professional fees
associated with the preparation of the three properties for sale.
Discontinued Operations
Third quarter 2003 rental revenues increased by $12,925, or 1.2%, when
compared to revenues during the third quarter 2002. Rental revenues for the nine
months ended September 30, 2003 increased by $203,280, or 6.8%, when compared to
revenues for the same period in 2002. Most of the increase in revenues occurred
in the second quarter of 2003 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.
Third quarter 2003 operating expenses, excluding interest, depreciation
and amortization decreased $33,545 or 5.8% versus similar expenses incurred
during the third quarter 2002. Operating expenses for the nine months ended
September 30, 2003 increased $174,558, or 11.9%. As anticipated, operating costs
increased during the nine months ended September 30, 2003 over the similar
period in 2002 due primarily to increased property taxes and expenses to ready
apartments for new tenants (reflected in compensation and benefits and
maintenance and repairs expenses). With many of the apartments now rented,
compensation and benefits and maintenance and repairs expenses decreased to
levels comparable to the prior year in the third quarter of 2003.
-7-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Discontinued Operations (continued)
The net operating income of the properties (defined as rental revenues
less operating expenses excluding interest, depreciation and amortization)
increased by $28,722 or 0.2% for the nine months ended September 30, 2003 over
the similar period in 2002 as a result of the proportionately larger increases
in revenues over operating expenses. The improvement in revenues in the third
quarter of 2003 resulted in an increase in operating income of $46,470 or 9.6%
when compared to the third quarter 2002.
Occupancy levels at Woodhills, in Dayton, Ohio, decreased from 98%
during the third quarter 2002 to 94% for the same period in 2003 while overall
occupancy levels for the nine months ended September 30, 2003 increased to 94%
from 92% in 2002. The average rental rate at Woodhills increased from $626
during the third quarter 2002 to $633 during the third quarter 2003. Rental
revenues increased approximately $64,000 during the nine months ended September
30, 2003 when compared to revenues for the similar period in 2002.
The average occupancy level at the Deerfield, in Cincinnati, Ohio, was
93% during the third quarter 2003, through the same period in 2002 occupancy
averaged 95% while overall occupancy levels for the nine months ended September
30, 2003 increased to 94% from 92% in 2002. The average rental rate was
approximately $651 during the third quarter 2003, a slight increase from $650
during the same period in 2002. Rental revenues increased approximately $103,000
during the nine months ended September 30, 2003 when compared to revenues for
the similar period in 2002.
At Oakbrook, in Columbus, Ohio, occupancy averaged 97% through the
third quarter 2003 compared to 98% during the third quarter 2002 while overall
occupancy levels for the nine months ended September 30, 2003 increased to 96%
from 91% in 2002. Rental rates have increased from $624 during the third quarter
2002 to $633 during the third quarter 2003. Rental revenues for the nine months
ended September 30, 2003 increased by approximately $36,000 when compared to
revenues for the similar period in 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.
-8-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Outlook
The General Partners received consent from the Limited Partners to sell
the three properties. Purchase and Sale Agreements were executed with three
buyers. On October 10, 2003, the Partnership sold Woodhills to Crown Management
Corp. for $6,900,000. On October 15, 2003, the Partnership sold Oakbrook to
Fleetwood Management, Inc. for $6,850,000. On October 28, 2003, the Partnership
sold Deerfield to Connor & Murphy, LTD for $10,600,000. The General Partners
plan to distribute preliminary sales proceeds in November and the balance by
year end (once final operating costs are reconciled) after which the Partnership
will conclude its operations.
-9-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
PART I. FINANCIAL INFORMATION
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Partnership's mortgage loans were paid in full from sales
proceeds in October of 2003.
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
September 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
A definitive proxy statement or Schedule 14A was filed on
August 12, 2003 that solicited the consent for the sale of each of
the Partnership's three apartment properties and subsequent
liquidation of the Partnership upon successful consent and sale of
all three properties.
Item 5. Other Information
Inapplicable
-10-
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
-11-
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: 11/04/03 By: /s/ Daniel P. Riedel
Daniel P. Riedel
Chief Executive Officer
Benchmark Equities, Inc.
Development General Partner
-12-
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: 11/04/03 By: /s/ Deborah J. Maxson
Deborah J. Maxson
Chief Financial Officer
Benchmark Equities, Inc.
Development General Partner
-13-
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: 11/11/03 By: /s/ John M. Prugh
John M. Prugh
Chief Executive Officer
Brown-Benchmark AGP, Inc.
Administrative General Partner
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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: 11/11/03 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
September 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: 11/04/03 By: /s/ Daniel P. Riedel
Daniel P. Riedel
Chief Executive Officer
Benchmark Equities, Inc.
Development General Partner
Date: 11/04/03 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-Q for the period ending
September 30, 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: 11/11/03 By: /s/ John M. Prugh
John M. Prugh
Chief Executive Officer
Brown-Benchmark AGP, Inc.
Administrative General Partner
Date: 11/11/03 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: 11/11/03 By: /s/ John M. Prugh
John M. Prugh
President and Director
Brown-Benchmark AGP, Inc.
Administrative General Partner
DATE: 11/11/03 By: /s/ Timothy M. Gisriel
Timothy M. Gisriel
Treasurer
Brown-Benchmark AGP, Inc.
Administrative General Partner
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