FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
(Mark One)
{ X } QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003
{ } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to _____
For Quarter Ended June 30, 2003 Commission file number 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
N/A
(Former Name, Former Address, and Former Fiscal Year,
if Changed Since Last Report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No______
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act).
Yes No X
REALTY PARKING PROPERTIES L.P.
INDEX
Page No.
Part I. Financial Information
Item 1. Financial Statements
Balance Sheets 1
Statements of Operations 2
Statements of Partners' Capital 3
Statements of Cash Flows 4
Notes to Financial Statements 5-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-10
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. 11-14
Signatures 15
REALTY PARKING PROPERTIES L.P.
Balance Sheets
June 30,
2003 December 31,
(Unaudited) 2002
-------------------- -------------------
Assets
Investment in real estate $ 6,184,303 $ 11,102,721
Properties held for sale 4,900,458 2,672,121
Cash and cash equivalents 1,029,258 687,402
Accounts receivable 25,950 169,231
-------------------- -------------------
$ 12,139,969 $ 14,631,475
==================== ===================
Liabilities and Partners' Capital
Liabilities
Accounts payable and accrued expenses $ 60,117 $ 64,427
Due to affiliates 378,804 30,347
Real estate taxes payable 12,000 119,500
-------------------- -------------------
450,921 214,274
-------------------- -------------------
Partners' Capital
General Partner - -
Assignee and Limited Partnership
Interests - $25 stated value per
unit, 1,909,127 units outstanding 11,688,948 14,417,101
Subordinated Limited Partner 100 100
-------------------- -------------------
11,689,048 14,417,201
-------------------- -------------------
$ 12,139,969 $ 14,631,475
==================== ===================
See accompanying notes to financial statements
1
REALTY PARKING PROPERTIES L.P.
Statements of Operations
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30, June 30, June 30,
2003 2002 2003 2002
--------------------------------------- -----------------------------------------
Revenues
Parking lots $ 128,277 $ 134,259 $ 245,055 $ 253,550
Interest income 8,305 2,830 10,377 5,830
------------------ ------------------- -------------------- -------------------
136,582 137,089 255,432 259,380
------------------ ------------------- -------------------- -------------------
Expenses
Administrative, including amounts
to related party 22,565 37,129 61,776 72,902
Professional fees 6,000 5,984 12,500 11,484
Management fees to related party 2,031 2,038 3,859 3,878
Real estate taxes 21,500 22,261 43,000 42,261
Depreciation 8,980 8,980 17,960 17,960
------------------ ------------------- -------------------- -------------------
61,076 76,392 139,095 148,485
------------------ ------------------- -------------------- -------------------
Income from continuing operations 75,506 60,697 116,337 110,895
Discontinued operations 3,918,504 253,457 4,063,430 425,793
------------------ ------------------- -------------------- -------------------
Net earnings $ 3,994,010 $ 314,154 $ 4,179,767 $ 536,688
================== =================== ==================== ===================
Net earnings per unit of assignee and
limited partnership interest-basic
Continuing operations $ 0.04 $ 0.03 $ 0.06 $ 0.06
Discontinued operations 2.05 0.13 2.13 0.22
------------------ ------------------- -------------------- -------------------
Total $ 2.09 $ 0.16 $ 2.19 $ 0.28
================== =================== ==================== ===================
See accompanying notes to financial statements
2
REALTY PARKING PROPERTIES L.P.
Statements of Partners' Capital
Six Months Ended June 30, 2003 and 2002
(Unaudited)
Assignee
and Limited Subordinated
Partnership Limited General
Interests Partner Partner Total
-----------------------------------------------------------------------------------
Balance at December 31, 2002 $ 14,417,101 $ 100 $ - $ 14,417,201
Net earnings 4,170,439 - 9,328 4,179,767
Distributions to partners
Operations (457,038) (9,328) (466,366)
Sales proceeds (6,441,554) - - (6,441,554)
------------------ ------------------- -------------------- -------------------
Balance at June 30, 2003 $ 11,688,948 $ 100 $ - $ 11,689,048
================== =================== ==================== ===================
Balance at December 31, 2001 $ 17,493,160 $ 100 $ - $ 17,493,260
Net earnings 525,954 - 10,734 536,688
Distributions to partners-operations (527,900) - (10,774) (538,674)
------------------ ------------------- -------------------- -------------------
Balance at June 30, 2002 $ 17,491,214 $ 100 $ (40) $ 17,491,274
================== =================== ==================== ===================
See accompanying notes to financial statements
3
REALTY PARKING PROPERTIES L.P.
Statements of Cash Flows
(Unaudited)
Six Months Ended
June 30, June 30,
2003 2002
--------------------------------------
Cash flows from operating activities
Net earnings $ 4,179,767 $ 536,688
Adjustments to reconcile net earnings to net cash
provided by operating activities
Gain on properties, net (3,769,433) -
Depreciation 17,960 57,892
Changes in assets and liabilities
(Increase) decrease in accounts receivable
and real estate taxes payable, net 35,781 (12,000)
Decrease in accounts payable and
accrued expenses (4,310) (11,641)
Increase (decrease) in due to affiliates 348,457 (2,022)
-------------------- -------------------
Net cash provided by operating activities 808,222 568,917
-------------------- -------------------
Cash flows from investing activities -
proceeds from sales of properties, net 6,441,554 -
-------------------- -------------------
Cash flows from financing activities -
distributions to partners (6,907,920) (538,674)
-------------------- -------------------
Net increase in cash and cash equivalents 341,856 30,243
Cash and cash equivalents
Beginning of period 687,402 834,800
-------------------- -------------------
End of period $ 1,029,258 $ 865,043
==================== ===================
See accompanying notes to financial statements
4
REALTY PARKING PROPERTIES L.P.
Notes to Financial Statements
June 30, 2003
(Unaudited)
Note 1 - The Partnership and Basis of Preparation
The accompanying financial statements of Realty Parking Properties L.P. (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. Certain amounts in the statements of
operations for 2002 have been reclassified to conform to the presentation for
2003. The unaudited interim financial information should be read in conjunction
with the financial statements contained in the 2002 Annual Report.
Note 2 - Cash and Cash Equivalents
The Partnership considers all short-term investments with maturities of three
months or less at dates of purchase as cash equivalents. Cash and cash
equivalents consist of cash and money market accounts and are stated at cost,
which approximated market value at June 30, 2003 and December 31, 2002.
Note 3 - Investment in Real Estate
Investment in real estate is summarized as follows:
June 30, 2003 December 31, 2002
Land $5,608,135 $10,508,593
Buildings 899,741 899,741
Land Improvements 110,104 110,104
6,617,980 11,518,438
Less accumulated depreciation 433,677 415,717
Total $6,184,303 $11,102,721
Depreciation of the garage structures is computed using the straight-line method
over 31.5 years for property placed in service prior to January 1, 1994 and 39
years for property placed in service after January 1, 1994.
5
REALTY PARKING PROPERTIES L.P.
Notes to Financial Statements
June 30, 2003
(Unaudited)
Note 4 - Discontinued Operations
At June 30, 2003, the Partnership's Miami property was under contract for sale
and was classified as property 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," which was
effective on January 1, 2002 with respect to the Partnership, the results of
operations of this property, and the Birmingham and Milwaukee properties which
were sold on April 15, 2003, and the two properties which were sold during 2002
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 Six Months Ended
June 30, June 30, June 30, June 30,
2003 2002 2003 2002
-------------- ----------- ------------- -----------
Revenues $ 150,360 $ 279,815 $ 297,969 $ 477,876
Expenses (1,289) (26,358) (3,972) (52,083)
Gain on sales
of properties, net 3,769,433 - 3,769,433 -
-------------- ----------- ------------- -----------
$ 3,918,504 $ 253,457 $ 4,063,430 $ 425,793
============== =========== ============= ===========
On April 15, 2003, the Partnership sold its Birmingham, Alabama property for
$1,900,000. The Partnership's investment in the property was $875,726, net of
accumulated depreciation of $313,877. The gain from the sale totaled $807,060,
net of expenses of $217,214.
On April 15, 2003, the Partnership sold its Milwaukee property for $5,000,000.
The Partnership's investment in the property was $1,796,395, net of accumulated
depreciation of $606,743. The gain from the sale totaled $2,962,373, net of
expenses of $241,232.
Note 5 - Related Party Transactions
The General Partner earned property management fees of $3,320 and $7,358 (1% of
the gross revenues of the properties and other sources of income) during the
three months ended June 30, 2003 and 2002, respectively, and $7,831 and $13,885
during the six months ended June 30, 2003 and 2002, respectively (portions of
which have been recorded in discontinued operations). The General Partner was
reimbursed for certain costs incurred relating to administrative and
professional services of the Partnership totaling $28,799 and $29,800 for the
three months ended June 30, 2003 and 2002, respectively, and $52,869 and $67,020
for the six months ended June 30, 2003 and 2002, respectively.
Pursuant to an Investment Advisory Agreement, Central Parking System (the
"Advisor") earns a fee upon disposition of a property equal to 2% of the
contract price for the sale of a property. Such fee is earned for services
rendered to advise the General Partner on the timing and pricing of a property
sale. As of June 30, 2003, the Advisor earned Advisory fees totaling $138,000
from the sales of the Birmingham and Milwaukee properties. Additionally, the
Advisor earned lease termination fees totaling $190,946 at June 30, 2003 from
the sales of the two properties.
6
REALTY PARKING PROPERTIES L.P.
Notes to Financial Statements
June 30, 2003
(Unaudited)
Note 6 - Net Earnings Per Unit of Assignee and Limited Partnership Interest
Net earnings per unit of assignee and limited partnership interest is disclosed
on the statements of operations and is based upon 1,909,127 units outstanding.
Note 7 - Subsequent Event
On August 18, 2003, the Partnership plans to make a cash distribution totaling
$233,557 of which 98% is allocable to Assignee and Limited Partners. This
distribution is derived from funds provided by operating activities during the
quarter ended June 30, 2003. Assignee and Limited Partners will receive a cash
distribution of approximately $0.12 per unit.
7
REALTY PARKING PROPERTIES L.P.
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 June 30, 2003, the Partnership had a working capital position that
included cash and cash equivalents of $1,029,258, accounts receivable (net of
real estate taxes payable) of $13,950 and accounts payable and accrued expenses
of $438,921. Cash and cash equivalents increased $433,664 during the second
quarter of 2003. The increase represents the net effect of $628,391 in cash
provided by operating activities, $6,441,554 in sales proceeds, net of the
distributions to investors totaling $6,636,281.
On April 15, 2003, the Partnership sold the Birmingham, Alabama
property for $1,900,000 and the Milwaukee, Wisconsin property for $5,000,000. On
June 6, 2003, the Partnership distributed the sales proceeds totaling
$6,441,554, of which 100% was allocated to Assignee and Limited Partners.
Holders of Units received a cash distribution of approximately $3.37 per Unit.
On August 18, 2003, the Partnership plans to make a cash distribution
totaling $233,557 of which 98% is allocable to Assignee and Limited Partners.
This distribution is derived from funds provided by operating activities during
the quarter ended June 30, 2003. Assignee and Limited Partners will receive a
cash distribution of approximately $0.12 per unit.
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 the property under contract for sale at June
30, 2003, the two properties which were sold on April 15, 2003 and the two
properties which were sold during 2002. The prior year amounts for the
properties sold or under contract for sale in 2003 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 lease agreements with the Advisor, and the net operating revenue of one
property operated under a management contract. At June 30, 2003, the Partnership
leases three of its four 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 fourth
property is managed by a parking operator in accordance with a separate
management contract. Under the terms of a management contract, the operator
forwards the property's net operating revenue to the Partnership. The
Partnership is responsible for the payment of real estate taxes for that
property.
8
REALTY PARKING PROPERTIES L.P.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Continuing Operations
Income from continuing operations includes results from the
Partnership's properties classified as investment in real estate on the balance
sheet. Expenses not directly identifiable with a specific property sold or held
for sale are reflected in continuing operations.
Parking lot revenue of $128,277 was earned during the three months
ended June 30, 2003, reflecting a decrease of $5,982 from the same period in
2002. Parking lot revenue of $245,055 was earned during the six months ended
June 30, 2003, reflecting a decrease of $8,495 from the same period in 2002. The
decreases are the result of reduced rental income earned at the property
operated pursuant to a management contract.
Expenses incurred during the three months ended June 30, 2003, net of
depreciation, totaled $52,096 reflecting a decrease of $15,316 from the same
period in 2002. Expenses incurred during the six months ended June 30, 2003, net
of depreciation, totaled $121,135 reflecting a decrease of $9,390 from the same
period in 2002. The decreases are the result of lower administrative expenses,
as a result of property sales.
Discontinued Operations
Discontinued operations reflect parking revenue from the Partnership's
property in Miami (held for sale at June 30, 2003), the properties in Birmingham
and Milwaukee (sold on April 15, 2003) and the Nashville and Houston properties
(sold during 2002), net of expenses that can be directly attributed to the
properties.
On April 15, 2003, the Partnership sold its Birmingham, Alabama
property for $1,900,000. The Partnership's investment in the property was
$875,726, net of accumulated depreciation of $313,877. The gain from the sale
totaled $807,060, net of expenses of $217,214.
On April 15, 2003, the Partnership sold its Milwaukee property for
$5,000,000. The Partnership's investment in the property was $1,796,395, net of
accumulated depreciation of $606,743. The gain from the sale totaled $2,962,373,
net of expenses of $241,232.
Parking lot revenue of $150,360 was earned during the three months
ended June 30, 2003, reflecting a decrease of $129,455 from the same period in
2002. Parking lot revenue of $297,969 was earned during the six months ended
June 30, 2003, reflecting a decrease of $179,907 from the same period in 2002.
The decreases are the result of the 2003 and 2002 property sales.
Expenses incurred during the three months ended June 30, 2003 totaled
$1,289 reflecting a decrease of $5,103 from the same period in 2002 (excluding
depreciation of $19,966 in 2002). Expenses incurred during the six months ended
June 30, 2003 totaled $3,972 reflecting a decrease of $8,179 from the same
period in 2002 (excluding depreciation of $39,932 in 2002). The decrease is the
result of lower management fees and franchise taxes as a result of the 2003 and
2002 property sales.
9
REALTY PARKING PROPERTIES L.P.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Outlook
Three of the Partnership's four remaining properties are subject to
contracts of sale. The prospective buyers of the Little Rock and the Los Angeles
properties are in their due diligence periods and there are no assurances that
the contracts will result in sales. The prospective buyer of the Miami property
has completed its due diligence and we anticipate the sale to close by the end
of September. The Kansas City property is currently listed with a real estate
broker and is being marketing for sale.
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.
PART I. FINANCIAL INFORMATION
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Inapplicable
Item 4. Controls and Procedures
Evaluation was performed under the supervision and with the
participation of the Partnership's management, including the Chief
Executive Officer and Chief Financial Officer of the General Partner,
of the effectiveness of the design and operation of disclosure
controls and procedures, as of June 30, 2003, as defined in Rule
13a-15 of the rules promulgated under the Securities and Exchange Act
of 1934, as amended. Based on that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that the design and
operation of these disclosure controls and procedures were effective.
There have been no significant changes in our internal controls or in
other factors that could significantly affect these controls
subsequent to the date of their evaluation.
10
REALTY PARKING PROPERTIES L.P.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Inapplicable
Item 2. Changes in Securities and Use of Proceeds
Inapplicable
Item 3. Defaults upon Senior Securities
Inapplicable
Item 4. Submission of Matters to a Vote of Security Holders
Inapplicable
Item 5. Other Information
Inapplicable
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 32 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:
Form 8-K dated April 15, 2003 described the Partnership's sales of
its properties in Birmingham, Alabama and Milwaukee, Wisconsin.
11
Exhibit 31.1
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 quarterly report on Form 10-Q 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 registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures [as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)] for the registrant and have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: 8/12/03 By: /s/ John M. Prugh
John M. Prugh
Chief Executive Officer
Realty Parking Company, Inc.
General Partner
-12-
Exhibit 31.2
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 quarterly report on Form 10-Q 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 registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures [as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)] for the registrant and have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: 8/12/03 By: /s/ Timothy M. Gisriel
Timothy M. Gisriel
Chief Financial Officer
Realty Parking Company, Inc.
General Partner
-13-
Exhibit 32
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-Q for the period ending June 30, 2003
with the Securities and Exchange Commission on the date hereof (the "Report"),
We 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: 8/12/03 By: /s/ John M. Prugh
John M. Prugh
Chief Executive Officer
Realty Parking Company, Inc.
General Partner
Date: 8/12/03 By: /s/ Timothy M. Gisriel
Timothy M. Gisriel
Chief Financial Officer
Realty Parking Company, Inc.
General Partner
-14-
REALTY PARKING PROPERTIES L.P.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, 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: 8/8/03 By: /s/ John M. Prugh
John M. Prugh
President and Director
Realty Parking Company, Inc.
General Partner
DATE: 8/8/03 By: /s/ Timothy M. Gisriel
Timothy M. Gisriel
Treasurer
Realty Parking Company, Inc.
General Partner
15