UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
{ X } ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
OR
{ } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-17616
Realty Parking Properties L.P.
(Exact Name of Registrant as Specified in its Charter)
Delaware 52-1591575
(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
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None
Securities registered pursuant to section 12(g) of the Act:
Assignee Units of Limited Partnership Interests
(Title of class)
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
As of December 31, 2001, there were 1,909,127 Units of Assignee and Limited
Partnership Interests held by non-affiliates of the Registrant. Because there is
not an established public trading market for the Units, the aggregate market
value of the Units held by non-affiliates of the Registrant cannot be
calculated.
Documents Incorporated by Reference
The Annual Report for 2001 is incorporated by reference.
REALTY PARKING PROPERTIES L.P.
INDEX
Part I Page(s)
Item 1. Business 3-4
Item 2. Properties 4-5
Item 3. Legal Proceedings 5
Item 4. Submission of Matters to a Vote of Security Holders 5
Part II.
Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters 6
Item 6. Selected Financial Data 6
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-9
Item 7a. Quantitative and Qualitative Disclosures About Market Risk 9
Item 8. Financial Statements and Supplementary Data 9
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 9
Part III.
Item 10. Directors and Executive Officers of the Registrant 10
Item 11. Executive Compensation 11
Item 12. Security Ownership of Certain Beneficial Owners
and Management 11
Item 13. Certain Relationships and Related Transactions 11
Part IV.
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 11-15
Signatures 16
REALTY PARKING PROPERTIES L.P.
PART I
Item 1. Business
Realty Parking Properties L. P. (the "Partnership") is a Delaware
limited partnership formed on October 4, 1988. The Partnership's intent was to
acquire surface lots and parking garage buildings (the "Properties") to be held
for appreciation and used for parking operations to produce current income. The
Properties were acquired with an emphasis on surface commercial parking lots
believed to have significant future potential for eventual sale as development
sites. The Partnership acquired the Properties on an all-cash basis without debt
financing. The acquisition program is complete and only minor rehabilitation
expenditures and repairs to existing Properties are expected in the future.
The General Partner of the Partnership is Realty Parking Company, Inc., a
Maryland corporation.
A minimum of 80,000 units of assignee limited partnership interests (the
"Units") and an increased maximum of 2,400,000 Units were registered under the
Securities and Exchange Act of 1933, as amended. Throughout 1988 and 1989,
investors holding 1,909,087 Units, or $47,727,175 of gross offering proceeds,
were recognized on the books of the Partnership and the selling effort was
completed in November 1989. The offering proceeds, net of issuance-related fees,
were used to acquire the Properties and make necessary improvements on an
all-cash basis.
The Partnership has an Investment Advisory Agreement with Central Parking
System, Inc. (the "Advisor"). The Advisor identified properties for purchase by
the Partnership and leased such properties from the Partnership following
acquisition. Pursuant to the Investment Advisory Agreement, the Advisor will
earn a fee upon disposition of a property equal to 2% of the contract price for
the sale of the property. Such fee is earned for services rendered to advise the
General Partner on the timing and pricing of property sales.
The Partnership acquired fifteen Properties during 1989 and 1999. During
2001, the Partnership sold four of its Properties. Additionally, the Partnership
sold one Property in each of the years 1993, 1999 and 2000. The Partnership's
investment in the remaining eight Properties, net of impairment losses and
accumulated depreciation, was $16,856,095 at December 31, 2001.
The Partnership initially leased its parking properties to the Advisor for
periods of 10 years, expiring between April 1999 and November 2000, with options
to extend the leases for two additional terms of five years. The Advisor
exercised extension options for seven properties held at December 31, 2001.
Under the terms of the leases, the Advisor is responsible for all operating
costs, including ad valorem real estate taxes and general and garage liability
insurance coverage. One of the leases differs slightly from the terms above in
order to accommodate specific circumstances of the related property.
Under the terms of the leases, the Advisor is obligated to pay the
Partnership the greater of minimum rent plus reimbursement of real estate taxes
or 60% of gross parking revenues ("percentage rent"). Percentage rents earned
during 2001, 2000 and 1999 totaled $109,023, $197,902 and $326,976,
respectively. The minimum rents are 7.0% of certain acquisition costs. Parking
lot revenues of $1,056,109 in 2001, $1,431,204 in 2000, and $2,308,135 in 1999,
represented minimum rents under the lease agreements.
Each of the seven leases with the Advisor is cancelable by the Partnership
upon the sale of the property and payment to the Advisor of a termination fee.
The termination fee generally equals 15% of the amount, if any, by which the
property's sale proceeds exceed the original acquisition cost of the property
plus a 12% compounded annual return on the original acquisition cost minus all
rental income received by the Partnership from the property.
3
REALTY PARKING PROPERTIES L.P.
Item 1. Business (continued)
The Advisor did not extend leases on four Properties at the lease's
renewal dates. Three of these Properties have been operated under month-to-month
management contracts with parking operators, two of which were sold in 2001.
Parking operations at the fourth Property ceased in November 2000 and the
Partnership sold this Property in 2001. Under the terms of the management
contracts, the parking operators receive a fixed fee for managing the
Properties. The Partnership records as parking lot revenue the gross parking
revenues net of the operating expenses of these Properties. The Partnership is
responsible for real estate taxes. Parking lot revenues of $333,068 and $211,869
in 2001 and 2000, respectively, represented income from Properties operated
under the management contracts.
The success of the Partnership will, to a large extent, depend on the
quality of management of the Partnership and the timing, terms and conditions of
any sale. Future development of the Properties may be delayed or rendered
legally or economically unfeasible as a result, for example, of future building
moratoriums, zoning changes, and changes in growth and development patterns, any
of which may impair the value of the Partnership's investment in its properties.
The interim use of the Properties for parking operations to produce
current income is dependent, in part, upon the Advisor's ability to pay rents
under the terms of the lease agreements. Rents may vary due to percentage rental
payments (discussed above) which are influenced by a variety of factors,
including competition, traffic levels, parking demand and the location, design
and condition of the parking lot (see Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations).
Item 2. Properties
The Partnership owns eight properties in total, seven of which are wholly
owned by the Partnership. The undivided tenants-in-common ownership of one of
the properties is noted below. The properties were acquired on an all-cash basis
and, therefore, are not subject to a mortgage or other lien or encumbrance. As
of December 31, 2001, the Partnership owns the following properties:
Approximate (1) Investment (3) 2001 Parking
Location Size (Sq. Ft.) Type in Real Estate Lot Revenue Lease Date
Birmingham, Alabama 28,000 276-car garage $ 902,750 $ 156,698 5/90 - 4/05
Corner of Fourth Ave.
North and 19th St.
Little Rock, Arkansas 35,000 surface lot 1,002,360 69,100 5/89 - 4/04
East side of Broadway
between Third and
Fourth Streets
Los Angeles, California 41,800 surface lot 3,489,920 301,608 Monthly
800 Block S. Main St.
Miami, Florida 90,000 surface lot 4,900,458 340,627 8/89 - 7/04
Block bounded by S. Miami
Ave., S.E. 2nd St.,
N.E. 1st Ave. (2)
4
REALTY PARKING PROPERTIES L.P.
Item 2. Properties (continued)
Approximate (1) Investment (3) 2001 Parking Location
Location Size (Sq. Ft.) Type in Real Estate Lot Revenue Lease Date
Kansas City, Missouri 35,650 400-car garage 1,745,903 110,000 10/90 - 9/03
Fronting on Grand Ave.,
8th St. and Walnut St.
Nashville, Tennessee 33,360 surface lot 1,558,046 103,945 10/90 - 9/05
Commerce St. and
Seventh Ave.
Houston, Texas 81,000 surface lot 1,407,423 144,388 8/90 - 7/05
Commerce St. at its
intersection with Austin St.
Milwaukee, Wisconsin 36,350 451-car garage 1,849,235 155,610 10/90 - 9/05
East side of N. 7th St.
and N. 6th St. at West
Wells St. ----------- -----------
$16,856,095 $ 1,381,976
=========== ===========
(1) Investment in real estate is recorded net of an impairment loss of
$4,409,624 and accumulated depreciation totaling $1,220,553 (see Note 4. "Gain
(Loss) on Properties" in Item 8. Financial Statements, herein).
(2) The Partnership owns a three-quarter undivided interest in this
property with the remaining 25% owned by the Advisor.
(3) 2001 parking lot revenue does not include rental income from the
properties sold during 2001.
Item 3. Legal Proceedings
The Partnership is not subject to any material pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to the security holders for a vote during
the last quarter of the fiscal year covered by this report.
5
REALTY PARKING PROPERTIES L.P.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
An established public trading market for the Units does not exist and the
Partnership does not anticipate that a public market will develop. Transfer of
Units by an investor and purchase of Units by the Partnership may be
accommodated under certain terms and conditions.
The Partnership Agreement imposes certain limitations on the transfer of
Units and may restrict, delay or prohibit a transfer primarily if:
o the transfer of Units would cause a technical termination of the
Partnership within meaning of Section 708(b)(1)(A) of the
Internal Revenue Code;
o such a transfer would be a violation of any federal or state
securities laws that may cause the Partnership to be classified
other than as a partnership for federal income tax purposes; and,
o such transfers would cause the Partnership to be treated as a
"publicly traded partnership" under Sections 7704 and 469(k)
of the Internal Revenue Code.
As of December 31, 2001, there were 2,924 holders of assignee and limited
partnership interests of the registrant, owning an aggregate of 1,909,127 units.
The Partnership made four quarterly cash distributions totaling $1,415,420
in 2001, and $2,032,913 in 2000, and $2,473,212 in 1999. These distributions
were derived from funds provided by operating activities and a return of capital
of $135,558 in 2001 and $70,387 in 2000. Additionally in 2001 and 2000, the
Partnership distributed sales proceeds totaling $4,537,000 and $9,581,634,
respectively.
Item 6. Selected Financial Data
The following selected financial data should be read in conjunction with
the financial statements and accompanying notes incorporated by reference in
this report.
2001 2000 1999 1998 1997
Parking lot revenue $1,498,200 $1,840,975 $2,635,111 $2,702,673 $2,508,271
Interest income 41,514 99,133 64,155 47,354 53,389
Gain (loss) on properties, net 1,805,024 767,622 (4,158,255) - -
Net earnings (loss) 2,929,580 2,345,661 (1,752,340) 2,436,246 2,251,096
Net earnings (loss) per Unit 1.52 1.21 (.97) 1.25 1.16
Total assets 17,861,515 20,824,038 30,267,124 34,354,969 34,399,045
Partners' capital 17,493,260 20,516,100 29,784,986 34,010,538 34,047,504
Cash distributions
paid per Unit:
Operations .66 1.01 1.27 1.27 1.21
Return of capital .07 .03 - - .06
Sales proceeds 2.38 5.02 - - -
6
REALTY PARKING PROPERTIES L.P.
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Liquidity and Capital Resources
The Partnership was fully invested in parking properties as it entered
2001 and currently has no plans to use working capital to perform major repairs
or improvements to any of its properties.
At December 31, 2001, the Partnership had a working capital position that
included cash and cash equivalents of $834,800, accounts receivable (net of real
estate taxes payable) of $1,620 and accounts payable of $199,255. Cash and cash
equivalents increased $913 during 2001. This increase represents the net effect
of $1,416,339 in cash provided by operating activities, $1,415,420 in quarterly
cash distributions to investors, $4,536,994 in proceeds from sales of
properties, and distributions of sales proceeds totaling $4,537,000. It is
anticipated that remaining cash and cash equivalents will be sufficient to
satisfy the Partnership's liquidity requirements.
On February 13, 2002, the Partnership made a quarterly cash distribution
totaling $287,194, of which 98% was allocated to assignee and limited partners.
The distribution was comprised of funds provided by operating activities during
2001.
Results of Operations
Sales
During 2001, the Partnership sold four properties for $4,850,000. The
Partnership's investment in the properties was $2,731,970, net of accumulated
depreciation of $50,308 and impairment losses totaling $2,050,679. The gain from
the sales totaled $1,805,024, net of expenses of $313,006.
During 2000, the Partnership sold one property for $1,335,586. The
Partnership's investment in the property was $372,558, net of accumulated
depreciation of $1,189. The gain from the sale totaled $767,622, net of expenses
of $195,406.
During 1999, the Partnership sold one property for $8,625,000. The
Partnership's investment in the property was $6,137,882, net of accumulated
depreciation of $13,440. The gain from the sale totaled $2,302,048, net of
expenses of $185,070.
In the fourth quarter of 1999, the Advisor gave notice that it would not
renew four leases that were expiring at various dates in 2000. As a result, the
Partnership made an evaluation as to the recoverability of the carrying amounts
of the related properties from future cash flows expected to result from the use
and eventual disposition of the properties over their expected holding periods.
Based upon this evaluation, the Partnership determined that the carrying amounts
of those properties were not recoverable, and an impairment loss of $6,460,303
was recognized at December 31, 1999. See Note 4, "Gain (Loss) on Properties,
Net," in Item 8. Financial Statements, herein.
Operations
Parking lot revenue includes base and percentage rents earned pursuant to
the lease agreements with the Advisor, and the net operating revenues of the
properties operated under management contracts. The Partnership leases seven of
its properties to the Advisor under terms that include a minimum rent calculated
as a percentage of certain acquisition costs. In addition, the Advisor is
obligated to pay percentage rent, calculated as a percentage of gross parking
revenues in excess of a base amount. The eighth remaining property is managed by
a parking operator in accordance with a separate management contract. Under the
terms of the management contract, the operator forwards the property's net
operating revenues to the Partnership. The Partnership is responsible for the
payment of real estate taxes for that property.
7
REALTY PARKING PROPERTIES L.P.
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations (continued)
Operations (continued)
Parking lot revenue for 2001, 2000 and 1999 totaled $1,498,200, $1,840,975
and $2,635,111, respectively.
Parking lot revenue declined during 2001 by $342,775 from 2000. This
decline resulted from: (1) reduced rental income of $200,362 related to the four
properties that were sold during 2001, (2) reduced rental income of $26,504
related to a lease renewal at a rate lower than the original lease, (3) reduced
rental income of $59,556 related to a property that is operated pursuant to a
management agreement, and (4) lower percentage rental income of $56,353 earned
at other properties.
Parking lot revenue declined during 2000 by $794,136 from 1999. This
decline resulted from: (1) reduced rental income of $476,335 related to the two
properties that were sold during late 1999 and early 2000, (2) reduced rental
income of $247,869, primarily from the three properties that are operated
pursuant to management agreements, and (3) lower percentage rental income of
$69,932 earned at other properties.
Expenses in 2001, net of depreciation, totaled $296,509, reflecting an
increase of $55,464 over 2000. The increase was primarily the result of real
estate tax expense relating to the properties being operated under management
contracts, professional expenses incurred in examining sale possibilities, and
franchise and excise taxes imposed by the State of Tennessee on the
Partnership's property in Nashville. The increases were offset by the lower
administrative expenses incurred. Administrative expenses were incurred during
2000 that did not recur during 2001, as noted below.
Expenses in 2000, net of depreciation, totaled $241,045, reflecting an
increase of $71,546 over 1999. The increase was primarily the result of real
estate tax expense relating to the properties being operated under management
contracts. In addition, administrative expenses increased due primarily to the
additional costs and expenses incurred as a result of lease extension and
management contract negotiations.
Outlook
The Partnership is currently negotiating with separate buyers for the
Kansas City, Nashville, Houston and Milwaukee properties. Although these
negotiations are serious and ongoing, there can be no assurances that these
properties will be sold.
There has been significant interest from various buyers throughout the
country in the Partnership's remaining properties. While the Fund's original
investment strategy had anticipated that the highest returns might be obtained
by selling properties at a price reflective of their development potential,
strong returns can also be earned from selling properties based on their parking
economics. We will pursue all viable strategies in evaluating the sale of the
Partnership's remaining assets.
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 its
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 each of the parking
properties' parking rates, operating expenses and/or the terms of a net lease
with a parking operator, 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
REALTY PARKING PROPERTIES L.P.
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations (continued)
New Accounting Pronouncement
In October 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS No. 144 supersedes SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of" and APB Opinion No. 30, "Reporting the Results of
Operations - Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions." SFAS
No. 144 does not change the fundamental provisions of SFAS No. 121; however, it
resolves various implementation issues of SFAS No. 121 and establishes a single
accounting model for long-lived assets to be disposed of by sale. It retains the
requirement of APB Opinion No. 30 to report separately discontinued operations
but extends that reporting to a component of an entity that either has been
disposed of (by sale, abandonment, or in distribution to owners) or is
classified as held for sale. We do not believe that adoption of SFAS No. 144 in
2002 will have a material effect on the Partnership's financial statements.
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
None.
Item 8. Financial Statements and Supplementary Data
Index to Financial Statements:
Pages(s)
Herein Annual Report
Independent Auditors' Report 12 3
Balance Sheets 4
Statements of Operations 5
Statements of Partners' Capital 6
Statements of Cash Flows 7
Notes to Financial Statements 8-15
Financial Statement Schedule
Schedule III - Real Estate and
Accumulated Depreciation 13-15
All other schedules are omitted because they are not applicable, not
required, or because the required information is included in the financial
statements or notes thereto.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
None.
9
REALTY PARKING PROPERTIES L.P.
PART III
Item 10. Directors and Executive Officers of the Registrant
The General Partner of the Partnership is Realty Parking Company, Inc. The
Partnership's principal executive office is located at 225 East Redwood Street,
Baltimore, Maryland 21202, telephone (410) 727-4083. The General Partner had
primary responsibility for the selection and negotiation of terms concerning the
acquisition of the properties' sites, selecting a manager for the interim
investments, and the structure of the offering and the Partnership. The General
Partner is responsible for overseeing the performance of those who contract with
the Partnership, as well as making decisions with respect to the financing, sale
and liquidation of the Partnership's assets. It also provides all reports to,
and communications with, investors and others, all distributions and allocations
to investors, the administration of the Partnership's business and all filings
with the Securities and Exchange Commission and other federal or state
regulatory authorities. The Partnership Agreement provides for the removal of
the General Partner and the election of a successor or additional general
partner by investors holding a majority of the Units.
The directors and principal officers of the General Partner are as
follows:
John M. Prugh, age 53, has been a Director and President of the General
Partner since 1988, and of Alex. Brown Realty, Inc. and Armata Financial Corp.
since 1984. Mr. Prugh graduated from Gettysburg College in 1970, and was
designated a Certified Property Manager by the Institute of Real Estate
Management in 1979. He has worked in property management for H. G. Smithy Co.,
in Washington, D.C., and Dreyfus Bros., Inc. in Bethesda, Maryland. Since 1977,
Mr. Prugh has been involved in managing, administering, developing and selling
real estate investment projects sponsored by Alex. Brown Realty, Inc. and its
subsidiaries.
Peter E. Bancroft, age 49, has been a Director and Vice President of the
General Partner since 1988 and a Senior Vice President of Alex. Brown Realty,
Inc. and Armata Financial Corp. since 1983. Mr. Bancroft graduated from Amherst
College in 1974, attended the University of Edinburgh, and received a J.D.
degree from the University of Virginia School of Law in 1979. Prior to joining
Alex. Brown Realty, Inc. in 1983, Mr. Bancroft held legal positions with
Venable, Baetjer and Howard and T. Rowe Price Associates, Inc.
Terry F. Hall, age 55, has been the Secretary of the General Partner and a
Vice President and Secretary of, and Legal Counsel for, Alex. Brown Realty, Inc.
since 1989. Mr. Hall graduated from the University of Nebraska-Lincoln in 1968,
and received a J.D. degree from the University of Pennsylvania Law School in
1973. Prior to joining Alex. Brown Realty, Inc. in 1986, Mr. Hall was a Partner
at the law firm of Venable, Baetjer and Howard from 1981 to 1986 and an
associate at the same firm from 1973 to 1981.
Timothy M. Gisriel, age 45, has been the Treasurer of the General Partner
and of Alex. Brown Realty, Inc. and Armata Financial Corp. since 1990. He was
the Controller of Alex. Brown Realty, Inc. and Armata Financial Corp. from 1984
through 1989. Mr. Gisriel graduated from Loyola College in 1978 and received his
Masters of Business Administration degree from the Robert G. Merrick School of
Business, University of Baltimore, in 1993. Prior to joining Alex. Brown Realty,
Inc. in 1984, Mr. Gisriel was an audit supervisor in the Baltimore office of
Coopers & Lybrand. He is a Maryland Certified Public Accountant.
There is no family relationship among the officers and directors of the
General Partner.
10
REALTY PARKING PROPERTIES L.P
Item 11. Executive Compensation
The officers and directors of the General Partner received no compensation
from the Partnership.
The General Partner is entitled to receive a share of cash distributions
and a share of profits and losses as described in the Agreement of Limited
Partnership (see Note 8. "Partners' Capital" in Item 8. Financial Statements,
herein).
For a discussion of compensation and fees to which the General Partner is
entitled, see Item 13, Certain Relationships and Related Transactions, herein.
Item 12. Security Ownership of Certain Beneficial Owners and Management
No person is known to the Partnership to own beneficially more than 5% of
the outstanding assignee units of limited partnership interest of the
Partnership.
The Assignor Limited Partner, Parking Properties Holding Co., Inc., an
affiliate of the General Partner, holds 40 Units representing a beneficial
interest in limited partnership interests in the Partnership. The Units held by
the Assignor Limited Partner have all rights attributable to such Units under
the Limited Partnership Agreement except that these Units are nonvoting.
The General Partner has a 2% interest in the Partnership as the General
Partner, but holds no Units.
For the three years ending December 31, 2001, the Advisor held 43,011
assignee limited partnership interests (an approximate 2% investment in the
Partnership).
There are no arrangements known to the Partnership, the operation of which
may, at a subsequent date, result in a change of control of the registrant.
Item 13. Certain Relationships and Related Transactions
The General Partner and its affiliates have and are permitted to engage in
transactions with the Partnership. For a summarization of fees paid during 2001,
2000 and 1999, and to be paid to the General Partner and its affiliates at
December 31, 2001, see Note 6, "Related Party Transactions," in Item 8,
Financial Statements, herein.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) 1. Financial Statements: See Index to Financial Statements in
Item 8 on page 9, herein.
2. Financial Statement Schedule: See Index to Financial Statements
and Financial Statement Schedule in Item 8 on page 9.
3. Exhibits:
(3, 4) Limited Partnership Agreement on pages 1 through 38 of
Exhibit A to the Partnership's Registration Statement on
Form S-11 (File No. 33-24961) incorporated herein by
reference.
(13) Annual Report for 2001.
(b) Reports on Form 8-K: None.
11
INDEPENDENT AUDITORS' REPORT
The Partners
Realty Parking Properties L.P.:
Under date of January 25, 2002, we reported on the balance sheets of Realty
Parking Properties L.P. as of December 31, 2001 and 2000 and the related
statements of operations, partners' capital and cash flows for each of the years
in the three-year period ended December 31, 2001, which are included in the
Annual Report on Form 10-K for 2001. In connection with our audits of the
aforementioned financial statements, we also audited the related financial
statement schedule as listed in the accompanying index. This financial statement
schedule is the responsibility of the Partnership's management. Our
responsibility is to express an opinion on the financial statement schedule
based on our audits.
In our opinion, such financial statement schedule, when considered in relation
to the basic financial statements taken as a whole, presents fairly, in all
material respects, the information set forth therein.
/s/ KPMG LLP
Baltimore, Maryland
January 25, 2002
12
REALTY PARKING PROPERTIES L.P. page 1 of 3
SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2001
- ------------------------------------------------------------------------------------------------------------------------------------
COLUMN A COLUMN C COLUMN D COLUMN E
COST CAPITALIZED GROSS AMOUNT
SUBSEQUENT AT WHICH CARRIED
INITIAL COST TO THE TO ACQUISITION AT CLOSE OF PERIOD
PARTNERSHIP LAND BUILDING LAND & BUILDING &
DESCRIPTION LAND BUILDING IMPROVEMENTS IMPROVEMENTS IMPROVEMENTS IMPROVEMENTS TOTAL
- ------------------------------------------------------------------------------------------------------------------------------------
LITTLE ROCK, ARKANSAS
approximately 35,000 square-foot
surface parking lot $1,002,360 1,002,360 1,002,360
MIAMI, FLORIDA
approximately 90,000 square-foot
surface parking lot 4,900,458 4,900,458 4,900,458
BIRMINGHAM, ALABAMA
276-car garage on appoximately
28,000 square-foot lot 307,791 672,075 209,737 307,791 881,812 1,189,603
LOS ANGELES, CALIFORNIA
approximately 41,800 square-foot
surface parking lot 3,454,621 75,619 3,530,240 3,530,240
HOUSTON, TEXAS
approximately 81,000 square-foot
surface parking lot 1,407,423 1,407,423 1,407,423
NASHVILLE, TENNESSEE
approximately 33,360 square-foot
surface parking lot 1,558,046 1,558,046 1,558,046
KANSAS CITY, MISSOURI
400-car garage on approximately
35,650 square-foot lot 1,151,154 625,447 34,485 274,294 1,185,639 899,741 2,085,380
MILWAUKEE, WISCONSIN
451-car garage on approximately
36,350 square-foot lot 738,914 929,946 734,278 738,914 1,664,224 2,403,138
----------- --------- ------- --------- ---------- --------- ----------
$14,520,767 2,227,468 110,104 1,218,309 14,630,871 3,445,777 18,076,648
=========== ========= ======= ========= ========== ========= ==========
13
REALTY PARKING PROPERTIES L.P.
SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2001
- ---------------------------------------------------------------------------------------
COLUMN A COLUMN F COLUMN H COLUMN I
LIFE ON
WHICH
ACCUMULATED DEPRECIATION
DEPRECIATION DATE IN LATEST I/S
DESCRIPTION ("A/D") ACQUIRED IS COMPUTED
- ---------------------------------------------------------------------------------------
LITTLE ROCK, ARKANSAS
approximately 35,000 square-foot
surface parking lot N/A 1989 N/A
MIAMI, FLORIDA
approximately 90,000 square-foot
surface parking lot N/A 1989 N/A
BIRMINGHAM, ALABAMA
276-car garage on appoximately
28,000 square-foot lot 286,853 1990 SEE NOTE 5
LOS ANGELES, CALIFORNIA
approximately 41,800 square-foot
surface parking lot 40,320 1990 SEE NOTE 5
HOUSTON, TEXAS
approximately 81,000 square-foot
surface parking lot N/A 1990 N/A
NASHVILLE, TENNESSEE
approximately 33,360 square-foot
surface parking lot N/A 1990 N/A
KANSAS CITY, MISSOURI
400-car garage on approximately
35,650 square-foot lot 339,477 1990 SEE NOTE 5
MILWAUKEE, WISCONSIN
451-car garage on approximately
36,350 square-foot lot 553,903 1990 SEE NOTE 5
------------
1,220,553
============
14
REALTY PARKING PROPERTIES L.P.
SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2001
- ----------------------------------------------------------------------------------------------------------------------------
(1) 2001 2000 1999
REAL ESTATE A/D REAL ESTATE A/D REAL ESTATE A/D
----------------------------------------------------------------------------------------------
BALANCE AT BEGIN. OF PERIOD $ 20,858,926 1,152,212 21,232,673 1,032,377 33,844,298 921,965
ADDITIONS - 118,649 - 121,024 - 123,852
REAL ESTATE SOLD (4,832,957) (50,308) (373,747) (1,189) (6,151,322) (13,440)
IMPAIRMENT LOSSES 2,050,679 - - - (6,460,303) -
---------------------------------------------------------------------------------------------
BALANCE AT CLOSE OF PERIOD $ 18,076,648 1,220,553 20,858,926 1,152,212 21,232,673 1,032,377
============================================================================================================================
(2) AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSES IS $22,486,272 AT
DECEMBER 31, 2001
(3) SEE NOTES 3 AND 4 OF THE NOTES TO FINANCIAL STATEMENTS FOR INFORMATION
REGARDING THE PARTNERSHIP'S INVESTMENT IN REAL ESTATE AND THE IMPAIRMENT
LOSSES RECORDED IN 1999. IMPAIRMENT LOSSES HAVE BEEN APPLIED TO REDUCE THE
INITIAL COST OF LAND, WHERE APPLICABLE.
(4) THERE ARE NO ENCUMBRANCES ON THE REAL ESTATE SET FORTH ABOVE.
(5) LAND IMPROVEMENTS ARE DEPRECIATED OVER 15 YEARS STRAIGHT LINE
BUILDING AND IMPROVEMENTS IN SERVICE PRIOR TO JANUARY 1, 1994 ARE
DEPRECIATED OVER 31.5 YEARS STRAIGHT LINE
BUILDING AND IMPROVEMENTS IN SERVICE AFTER JANUARY 1, 1994 ARE
DEPRECIATED OVER 39 YEARS STRAIGHT LINE
15
REALTY PARKING PROPERTIES L.P.
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.
REALTY PARKING PROPERTIES L. P.
DATE: 3/15/02 BY: /s/ John M. Prugh
John M. Prugh
President and Director
Realty Parking Company, Inc.
General Partner
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed by the following in the capacities and on the dates
indicated.
DATE: 3/15/02 BY: /s/ John M. Prugh
John M. Prugh
President and Director
Realty Parking Company, Inc.
General Partner
DATE: 3/20/02 BY: /s/ Peter E. Bancroft
Peter E. Bancroft
Vice President and Director
Realty Parking Company, Inc.
General Partner
DATE: 3/20/02 BY: /s/ Terry F. Hall
Terry F. Hall
Secretary
Realty Parking Company, Inc.
General Partner
DATE: 3/15/02 BY: /s/ Timothy M. Gisriel
Timothy M. Gisriel
Treasurer
Realty Parking Company, Inc.
General Partner
-16-