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, 2002
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_____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K(ss. 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.[X]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act).
Yes No X
As of December 31, 2002, there were 1,909,127 Units of Assignee 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 2002 is incorporated by reference.
REALTY PARKING PROPERTIES L.P.
INDEX
Part I Page(s)
Item 1. Business 3-4
Item 2. Properties 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 10
Item 8. Financial Statements and Supplementary Data 10
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 10
Part III.
Item 10. Directors and Executive Officers of the Registrant 11
Item 11. Executive Compensation 12
Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Partner Matters 12
Item 13. Certain Relationships and Related Transactions 12
Item 14. Controls and Procedures 12
Part IV.
Item 15. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 13-19
Signatures 20
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 1990. The
Partnership sold two Properties in 2002, four Properties in 2001 and one
Property in each of the years 1993, 1999 and 2000. The Partnership's net
investment in the remaining six Properties, including the Properties held for
sale, was $13,774,842 at December 31, 2002.
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 five properties held at December 31, 2002. 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 2002, 2001 and 2000 totaled $265,183, $109,023 and $197,902,
respectively. The minimum rents are 7.0% of certain acquisition costs. Parking
lot revenues earned during 2002, 2001 and 2000 totaled $924,432, $1,056,109 and
$1,431,204, respectively, and represented minimum rents under the lease
agreements.
Each of the five 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 $323,406, $333,068
and $211,869 in 2002, 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).
-4-
REALTY PARKING PROPERTIES L.P.
Item 2. Properties
The Partnership owns six properties in total, five 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, 2002, the Partnership owns the following properties:
Approximate (1) Investment (3) 2002 Parking
Location Size (Sq. Ft.) Type in Real Estate Lot Revenue Lease Date
Birmingham, Alabama 28,000 276-car garage $ 875,726 $ 164,990 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 3,484,880 323,406 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)
Kansas City, Missouri 35,650 400-car garage 1,715,023 110,000 10/90-9/03
Fronting on Grand Ave.,
8th St. and Walnut St.
Milwaukee, Wisconsin 36,350 451-car garage 1,796,395 271,361 10/90-9/05
East side of N. 7th St.
and N. 6th St. at West
Wells St. ----------- -----------
$13,774,842 $ 1,279,484
=========== ===========
(1) Investment in real estate includes properties classified as held for sale
and is recorded net of an impairment loss of $4,409,624 and accumulated
depreciation totaling $1,336,337.
(2) The Partnership owns a three-quarter undivided interest in this Property
with the remaining 25% owned by the Advisor.
(3) 2002 parking lot revenue does not include rental income from the
Properties sold during 2002.
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, 2002, there were 2,885 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 $1,264,528
in 2002, $1,415,420 in 2001 and $2,032,913 in 2000. 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, the Partnership distributed
sales proceeds totaling $7,399,759 in 2002, $4,537,000 in 2001 and $9,581,634 in
2000.
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.
2002 2001 2000 1999 1998
Parking lot revenue(1) $1,513,021 $1,498,200 $1,840,975 $2,635,111 $2,702,673
Interest income 15,578 41,514 99,133 64,155 47,354
Gain (loss) on properties, net(2) 4,455,040 1,805,024 767,622 (4,158,225) -
Net earnings (loss) 5,588,228 2,929,580 2,345,661 (1,752,340) 2,436,246
Net earnings (loss) per Unit 2.91 1.52 1.21 (.97) 1.25
Total assets 14,631,475 17,861,515 20,824,038 30,267,124 34,354,969
Partners' capital 14,417,201 17,493,260 20,516,100 29,784,986 34,010,538
Cash distributions
paid per Unit:
Operations .65 .66 1.01 1.27 1.27
Return of capital 1.55 .07 .03 - -
Sales proceeds 2.33 2.38 5.02 - -
(1) Includes revenue from properties sold or classified as held for sale after
January 1, 2002, which is classified in discontinued operations in the
statements of operations.
(2) Includes gains on properties sold after January 1, 2002, which are
classified in discontinued operations in the statements of operations.
-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 currently has no plans to use working capital to perform
major repairs or improvements to any of its properties.
At December 31, 2002, the Partnership had a working capital position that
included cash and cash equivalents of $687,402, accounts receivable (net of real
estate taxes payable) of $49,731 and accounts payable of $94,774. Cash and cash
equivalents decreased $147,398 during 2002. This decrease represents the net
effect of $1,096,380 in cash provided by operating activities, $1,264,528 in
quarterly cash distributions to investors, $7,420,509 in proceeds from sales of
properties, and distributions of sales proceeds totaling $7,399,759. It is
anticipated that remaining cash and cash equivalents will be sufficient to
satisfy the Partnership's liquidity requirements.
On February 18, 2003, the Partnership made a quarterly cash distribution
totaling $271,638, of which 98% was allocated to assignee and limited partners.
The distribution was comprised of funds provided by operating activities during
2002.
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 properties sold in 2002. The prior year amounts
for these 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.
Parking lot revenue includes base and percentage rents earned pursuant to
the lease agreements with the Advisor, and the net operating revenue of
properties operated pursuant to management contracts. At December 31, 2002, the
Partnership leases five of its six remaining 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 sixth 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.
Sale of Properties
During 2002, the Partnership sold two properties (Houston and Nashville)
for $8,275,000. The Partnership's investment in the properties was $2,965,469.
The gain from the sales totaled $4,455,040, net of expenses of $854,491.
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.
-7-
REALTY PARKING PROPERTIES L.P.
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations (continued)
Continuing Operations
Parking lot revenue for 2002, 2001 and 2000 totaled $843,133, $937,560 and
$1,223,981, respectively.
Parking lot revenue declined during 2002 by $94,427 from 2001. This
decline resulted from: (1) reduced rental income of $116,225 related to the four
properties that were sold during 2001, and (2) increased rental income of
$21,798 related to a property that was operated pursuant to a management
agreement.
Parking lot revenue declined during 2001 by $286,421 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, and (3)
reduced rental income of $59,555 related to a property that was operated
pursuant to a management agreement.
Expenses in 2002, net of depreciation, totaled $247,857, reflecting a
decrease of $15,215 from 2001. The decrease was primarily the result of lower
real estate tax expense relating to the properties sold during 2001 that were
operated under management contracts, and nonrecurring professional fees incurred
in 2001, partly offset by higher administrative expenses incurred in examining
sale possibilities during 2002.
Expenses in 2001, net of depreciation, totaled $263,072, reflecting an
increase of $34,488 over 2000. The increase was primarily the result of real
estate tax expense relating to the properties being operated under management
contracts and professional fees incurred in examining sale possibilities. The
increases were partly offset by the lower administrative expenses.
Discontinued Operations
Discontinued operations reflects parking revenue from the Partnership's
properties in Nashville, Houston, Birmingham and Milwaukee, net of expenses that
can be directly attributed to these properties and gains on the sales of the
Houston and Nashville properties discussed above.
Parking lot revenue for 2002, 2001 and 2000 totaled $669,888, $560,640 and
$616,994, respectively. Parking lot revenue increased during 2002 by $109,248
over 2001. The increase was primarily the result of higher percentage rents
earned during 2002, net of a decrease in rental income earned at the two
properties that were sold during 2002. Parking lot revenue decreased during 2001
by $56,354 from 2000, and was primarily the result of lower percentage rents
earned during 2001.
Expenses for 2002, 2001 and 2000 totaled $111,634, $113,301 and $92,325,
respectively. Expenses decreased during 2002 by $1,667 from 2001. The decrease
was primarily the result of lower franchise and excise taxes incurred in 2002.
Expenses increased during 2001 by $20,976 over 2000. The increase was primarily
the result of franchise and excise tax imposed by the State of Tennessee on the
Partnership's property in Nashville.
-8-
REALTY PARKING PROPERTIES L.P.
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations (continued)
Outlook
The Partnership currently has contracts for sale for the Birmingham and
Milwaukee properties, however, there can be no assurances that these properties
will be sold.
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.
-9-
REALTY PARKING PROPERTIES L.P.
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 14 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 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.
-10-
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 54, 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 50, 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 56, 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 46, 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.
-11-
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 9. "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 and
Related Partner Matters
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, 2002, 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.
No securities of the Partnership are authorized for issuance under equity
compensation plans at December 31, 2002.
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 2002,
2001 and 2000, and to be paid to the General Partner and its affiliates at
December 31, 2002, see Note 7, "Related Party Transactions," in Item 8,
Financial Statements, herein.
Item 14. Controls and Procedures
Within the 90-day period prior to the filing of this report, an evaluation
was performed under the supervision and with the participation of the
Partnership's management, including the Chief Executive Officer and Chief
Financial Officer of the General Partner, of the effectiveness of the design and
operation of disclosure controls and procedures as defined in Rule 13a-14 of the
rules promulgated under the Securities and Exchange Act of 1934, as amended.
Based on that evaluation, the Chief Executive Officer and Chief Financial
Officer of the General Partner 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.
-12-
REALTY PARKING PROPERTIES L.P.
PART IV
Item 15. Financial Statement Schedules, Exhibits and Reports on Form 8-K
(a) 1. Financial Statements: See Index to Financial Statements in Item 8,
herein.
2. Financial Statement Schedule: See Index to Financial Statements
and Financial Statement Schedule in Item 8, herein.
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 2002.
(99.1) Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
(99.2) Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
(99.3) Certification of Principal Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
(99.4) Certification of Principal Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K: None.
-13-
INDEPENDENT AUDITORS' REPORT
The Partners
Realty Parking Properties L.P.:
Under date of January 24, 2003, we reported on the balance sheets of Realty
Parking Properties L.P. as of December 31, 2002 and 2001 and the related
statements of operations, partners' capital and cash flows for each of the years
in the three-year period ended December 31, 2002, which are included in the
Annual Report on Form 10-K for 2002. 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 24, 2003
-14-
REALTY PARKING PROPERTIES L.P.
SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2002
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COLUMN A COLUMN C COLUMN D COLUMN E COLUMN F COLUMN H COLUMN I
COST CAPITALIZED GROSS AMOUNT LIFE ON
SUBSEQUENT AT WHICH CARRIED WHICH
INITIAL COST TO THE TO ACQUISITION AT CLOSE OF PERIOD ACCUM DEPREC IN
PARTNERSHIP LAND BUILDING LAND & BUILDING & DEPREC DATE LATEST I/S
DESCRIPTION LAND BUILDING IMPRVMNTS IMPRVMNTS IMPRVMNTS IMPRVMNTS TOTAL ("A/D") ACQD IS COMPUTED
- ------------------ ------------------------ --------------------- -------------------------------- --------- -------- ------------
LITTLE ROCK, AR
approximately
35,000 sf surface
parking lot $1,002,360 1,002,360 1,002,360 N/A 1989 N/A
MIAMI, FL
approximately
90,000 sf surface
parking lot 4,900,458 4,900,458 4,900,458 N/A 1989 N/A
BIRMINGHAM, AL
276-car garage on
appoximately
28,000 sf lot 307,791 672,075 209,737 307,791 881,812 1,189,603 313,877 1990 SEE NOTE 5
LOS ANGELES, CA
approximately
41,800 sf surface
parking lot 3,454,621 75,619 3,530,240 3,530,240 45,360 1990 SEE NOTE 5
KANSAS CITY, MO
400-car garage on
approximately
35,650 sf lot 1,151,154 625,447 34,485 274,294 1,185,639 899,741 2,085,380 370,357 1990 SEE NOTE 5
MILWAUKEE, WI
451-car garage on
approximately
36,350 sf lot 738,914 929,946 734,278 738,914 1,664,224 2,403,138 606,743 1990 SEE NOTE 5
------------------------ --------------------- ----------------------------------- ----------
$11,555,298 2,227,468 110,104 1,218,309 11,665,402 3,445,777 15,111,179 1,336,337
====================================================================================================================================
- --------------------------------------------------------------------------------------------------------------------
(1) 2002 2001 2000
REAL ESTATE A/D REAL ESTATE A/D REAL ESTATE A/D
-----------------------------------------------------------------------------------------
BALANCE AT BEGIN. OF PERIOD $ 18,076,648 1,220,553 $ 20,858,926 1,152,212 21,232,673 1,032,377
ADDITIONS - 115,784 - 118,649 - 121,024
REAL ESTATE SOLD (2,965,469) - (4,832,957) (50,308) (373,747) (1,189)
IMPAIRMENT LOSSES - - 2,050,679 - - -
-----------------------------------------------------------------------------------
BALANCE AT CLOSE OF PERIOD $ 15,111,179 1,336,337 $ 18,076,648 1,220,553 20,858,926 1,152,212
====================================================================================================================
(2) AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSES IS $19,520,803 AT DECEMBER
31, 2002
(3) SEE NOTES 3 AND 4 OF THE NOTES TO FINANCIAL STATEMENTS FOR INFORMATION
REGARDING THE PARTNERSHIP'S INVESTMENT IN REAL ESTATE.
(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-
Exhibit 99.1
REALTY PARKING PROPERTIES L.P.
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 Realty Parking Properties L.P.'s (the
"Partnership") Quarterly 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 Realty Parking
Company, Inc., 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 results of
operations of the Partnership.
Date: 3/24/03 By: /s/ John M. Prugh
John M. Prugh
Chief Executive Officer
Realty Parking Company, Inc.
General Partner
-16-
Exhibit 99.2
REALTY PARKING PROPERTIES L.P.
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 Realty Parking Properties L.P.'s (the
"Partnership") Quarterly 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, Timothy M. Gisriel, the Chief Financial Officer of Realty Parking
Company, Inc., 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 results of
operations of the Partnership.
Date: 3/24/03 By: /s/ Timothy M. Gisriel
Timothy M. Gisriel
Chief Financial Officer
Realty Parking Company, Inc.
General Partner
-17-
Exhibit 99.3
REALTY PARKING PROPERTIES L.P.
Certification of Principal Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, John M. Prugh, certify that:
1. I have reviewed this report of Realty Parking Properties L.P.;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the issuer as of, and for, the periods presented in this report;
4. The issuer's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the issuer and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the issuer, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) evaluated the effectiveness of the issuer's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
report (the "Evaluation Date"); and
c) presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The issuer's other certifying officer and I have disclosed, based on our
most recent evaluation, to the issuer's auditors and the audit committee of
issuer's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the issuer's ability to record,
process, summarize and report financial data and have identified for
the issuer's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the issuer's internal
controls; and
6. The issuer's other certifying officer and I have indicated in this report
whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the
date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: 3/24/03 By: /s/ John M. Prugh
John M. Prugh
Chief Executive Officer
Realty Parking Company, Inc.
General Partner
-18-
Exhibit 99.4
REALTY PARKING PROPERTIES L.P.
Certification of Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Timothy M. Gisriel, certify that:
1. I have reviewed this report of Realty Parking Properties L.P.;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the issuer as of, and for, the periods presented in this report;
4. The issuer's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the issuer and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the issuer, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) evaluated the effectiveness of the issuer's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
report (the "Evaluation Date"); and
c) presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The issuer's other certifying officer and I have disclosed, based on our
most recent evaluation, to the issuer's auditors and the audit committee of
issuer's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the issuer's ability to record,
process, summarize and report financial data and have identified for
the issuer's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the issuer's internal
controls; and
6. The issuer's other certifying officer and I have indicated in this report
whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the
date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: 3/24/03 By: /s/ Timothy M. Gisriel
Timothy M. Gisriel
Chief Financial Officer
Realty Parking Company, Inc.
General Partner
-19-
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: 3/24/03 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: 3/24/03 BY: /s/ John M.Prugh
John M. Prugh
President and Director
Realty Parking Company, Inc.
General Partner
DATE: 3/25/03 BY: /s/ Peter E.Bancroft
Peter E. Bancroft
Vice President and Director
Realty Parking Company, Inc.
General Partner
DATE: 3/25/03 BY: /s/ Terry F.Hall
Terry F. Hall
Secretary
Realty Parking Company, Inc.
General Partner
DATE: 3/24/03 BY: /s/ Timothy M.Gisriel
Timothy M. Gisriel
Treasurer
Realty Parking Company, Inc.
General Partner
-20-