FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
(Mark One)
{ X } QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2003
{ } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to _____
For Quarter Ended September 30, 2003 Commission file number 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)
300 East Lombard Street, Baltimore, Maryland 21202
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (410) 727-4083
225 East Redwood Street, Baltimore, Maryland 21202
(Former Name, Former Address, and Former Fiscal Year,
if Changed Since Last Report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No______
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act).
Yes No X
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
September 30,
2003 December 31,
(Unaudited) 2002
-------------------- -------------------
Assets
Investment in real estate $ - $ 11,102,721
Properties held for sale 979,583 2,672,121
Cash and cash equivalents 8,050,126 687,402
Accounts receivable - 169,231
-------------------- -------------------
$ 9,029,709 $ 14,631,475
==================== ===================
Liabilities and Partners' Capital
Liabilities
Accounts payable and accrued expenses $ 70,797 $ 64,427
Due to affiliates 179,757 30,347
Real estate taxes payable - 119,500
-------------------- -------------------
250,554 214,274
-------------------- -------------------
Partners' Capital
General Partner - -
Assignee and Limited Partnership
Interests - $25 stated value per
unit, 1,909,127 units outstanding 8,779,055 14,417,101
Subordinated Limited Partner 100 100
-------------------- -------------------
8,779,155 14,417,201
-------------------- -------------------
$ 9,029,709 $ 14,631,475
==================== ===================
See accompanying notes to financial statements
1
REALTY PARKING PROPERTIES L.P.
Statements of Operations
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30, September 30, September 30,
2003 2002 2003 2002
--------------------------------------- -----------------------------------------
Revenues
Interest income $ 2,698 $ 4,837 $ 13,075 $ 10,667
------------------ ------------------- -------------------- -------------------
Expenses
Administrative, including amounts
to related party 19,789 27,306 81,565 100,208
Professional fees 10,217 5,500 22,717 16,984
------------------ ------------------- -------------------- -------------------
30,006 32,806 104,282 117,192
------------------ ------------------- -------------------- -------------------
Loss from continuing operations (27,308) (27,969) (91,207) (106,525)
Discontinued operations 1,738,922 771,580 5,982,589 1,386,824
------------------ ------------------- -------------------- -------------------
Net earnings $ 1,711,614 $ 743,611 $ 5,891,382 $ 1,280,299
================== =================== ==================== ===================
Net earnings (loss) per unit of assignee
and limited partnership interest-basic
Continuing operations $ (0.01) $ (0.01) $ (0.05) $ (0.05)
Discontinued operations 0.91 0.40 3.13 0.72
------------------ ------------------- -------------------- -------------------
Total $ 0.90 $ 0.39 $ 3.08 $ 0.67
================== =================== ==================== ===================
See accompanying notes to financial statements
2
REALTY PARKING PROPERTIES L.P.
Statements of Partners' Capital
Nine Months Ended September 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 5,877,382 - 14,000 5,891,382
Distributions to partners
Operations (685,941) - (14,000) (699,941)
Sales proceeds, net (10,829,487) - - (10,829,487)
------------------ ------------------- -------------------- -------------------
Balance at September 30, 2003 $ 8,779,055 $ 100 $ - $ 8,779,155
================== =================== ==================== ===================
Balance at December 31, 2001 $ 17,493,160 $ 100 $ - $ 17,493,260
Net earnings 1,262,489 - 17,810 1,280,299
Distributions to partners
Operations (864,138) - (17,636) (881,774)
Sale proceeds, net (1,947,850) - - (1,947,850)
------------------ ------------------- -------------------- -------------------
Balance at September 30, 2002 $ 15,943,661 $ 100 $ 174 $ 15,943,935
================== =================== ==================== ===================
See accompanying notes to financial statements
3
REALTY PARKING PROPERTIES L.P.
Statements of Cash Flows
(Unaudited)
Nine Months Ended
September 30, September 30,
2003 2002
--------------------------------------
Cash flows from operating activities
Net earnings $ 5,891,382 $ 1,280,299
Adjustments to reconcile net earnings to net cash
provided by operating activities
Gain on properties, net (6,066,564) (389,804)
Impairment loss 720,000 -
Depreciation 17,960 86,838
Changes in assets and liabilities
Decrease (increase) in accounts receivable
and real estate taxes payable, net 49,731 (115,521)
Increase (decrease) in accounts payable
and accrued expenses 6,370 (90,943)
Increase (decrease) in due to affiliates 149,410 (4,154)
-------------------- -------------------
Net cash provided by operating activities 768,289 766,715
-------------------- -------------------
Cash flows from investing activities -
proceeds from sales of properties, net 18,123,863 1,947,850
-------------------- -------------------
Cash flows from financing activities -
distributions to partners (11,529,428) (2,829,624)
-------------------- -------------------
Net increase (decrease) in cash and cash equivalents 7,362,724 (115,059)
Cash and cash equivalents
Beginning of period 687,402 834,800
-------------------- -------------------
End of period $ 8,050,126 $ 719,741
==================== ===================
See accompanying notes to financial statements
4
REALTY PARKING PROPERTIES L.P.
Notes to Financial Statements
September 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. 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 September 30, 2003 and December 31, 2002.
Note 3 - Investment in Real Estate
At December 31, 2002, investment in real estate was $11,102,721, net of
accumulated depreciation of $415,717.
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
September 30, 2003
(Unaudited)
Note 4 - Property Held for Sale and Discontinued Operations
At September 30, 2003, property held for sale totals $979,583, net of
accumulated depreciation of $385,797 and an impairment loss of $720,000.
The Partnership is negotiating a contract with several serious buyers to sell
its final property in Kansas City. Therefore, the property was classified as
held for sale in the balance sheet at September 30, 2003. 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, the five properties sold during 2003, and two properties 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 Nine Months Ended
September 30, September 30, September 30, September 30,
2003 2002 2003 2002
----------------- ----------------- ----------------- -----------------
Revenues $ 188,795 $ 439,183 $ 731,819 $ 1,170,609
Expenses (27,004) (57,407) (95,794) (173,589)
Impairment loss (720,000) - (720,000) -
Gain on sales
of properties, net 2,297,131 389,804 6,066,564 389,804
----------------- ----------------- ----------------- -----------------
$ 1,738,922 $ 771,580 $ 5,982,589 $ 1,386,824
================= ================= ================= =================
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.
On August 29, 2003, the Partnership sold its Los Angeles property for
$4,500,000. The Partnership's investment in the property was $3,482,360, net of
accumulated depreciation of $47,880 and an impairment loss of $4,409,624, which
was recognized in 1999. The gain from the sale totaled $905,590, net of expenses
of $112,050.
On September 22, 2003, the Partnership sold its Little Rock, Arkansas property
for $1,200,000. The Partnership's investment in the property was $1,002,360. The
gain from the sale totaled $86,355, net of expenses of $111,285.
On September 26, 2003, the Partnership sold its 75% interest in the Miami,
Florida property for $6,600,000. The Partnership's investment in the property
was $4,900,458. The gain from the sale totaled $1,305,186, net of expenses of
$394,356.
The Partnership is negotiating a contract with several serious buyers to sell
its Kansas City property for approximately $1,100,000. The Partnership's
investment in the property is $979,583, net of depreciation of $385,796. At
September 30, 2003, the Partnership recorded an impairment loss of $720,000 to
reflect the fair value of the property, less estimated expenses associated with
the sale.
6
REALTY PARKING PROPERTIES L.P.
Notes to Financial Statements
September 30, 2003
(Unaudited)
Note 5 - Related Party Transactions
The General Partner earned property management fees of $2,747 and $6,067 (1% of
the gross revenues of the properties and other sources of income) during the
three months ended September 30, 2003 and 2002, respectively, and $10,578 and
$19,952 during the nine months ended September 30, 2003 and 2002, respectively
(which were recorded in discontinued operations). The General Partner was
reimbursed for certain costs incurred relating to administrative and
professional services of the Partnership totaling $28,263 and $28,136 for the
three months ended September 30, 2003 and 2002, respectively, and $81,132 and
$95,156, for the nine months ended September 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. For the three and nine months ended September 30, 2003, the Advisor earned
Advisory fees totaling $246,000 and $384,000, respectively, from the sales of
properties. Additionally, the Advisor earned lease termination fees totaling
$190,946 for the nine months ended September 30, 2003 from the sales of two
properties. For the three and nine months ended September 30, 2002, the Advisor
earned an Advisory fee of $40,000 from the sale of one property.
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 October 7, 2003, the Partnership made a distribution totaling $7,294,359, of
which 100% was allocated to Assignee and Limited Partners. The distribution was
derived from funds provided by the net sales proceeds of the Little Rock and
Miami properties, which were sold in September 2003. Assignee and Limited
Partners received a cash distribution of approximately $3.82 per unit.
7
REALTY PARKING PROPERTIES L.P.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity and Capital Resources
At September 30, 2003, the Partnership had a working capital position
that included cash and cash equivalents of $8,050,126, and accounts payable and
accrued expenses of $250,554. Cash and cash equivalents increased $7,020,868
during the third quarter of 2003. The increase represents the net effect of
$39,933 in cash used in operating activities, $11,682,309 in sales proceeds, and
distributions to investors totaling $4,621,508.
On August 29, 2003, the Partnership sold its Los Angeles property for
$4,500,000. The Partnership's investment in the property was $3,482,360, net of
accumulated depreciation of $47,880 and an impairment loss of $4,409,624, which
was recognized in 1999. The gain from the sale totaled $905,590, net of expenses
of $112,050. On September 11, 2003, the Partnership distributed the sale
proceeds totaling $4,387,950, of which 100% was allocated to Assignee and
Limited Partners. Holders of Units received a cash distribution of approximately
$2.30 per Unit.
On September 22, 2003, the Partnership sold its Little Rock, Arkansas
property for $1,200,000. The Partnership's investment in the property was
$1,002,360. The gain from the sale totaled $86,355, net of expenses of $111,285.
On October 7, 2003, the Partnership distributed the sale proceeds totaling
$1,088,715, of which 100% was allocated to Assignee and Limited Partners.
Holders of Units received a cash distribution of approximately $0.57 per Unit.
On September 26, 2003, the Partnership sold its 75% interest in the
Miami, Florida property for $6,600,000. The Partnership's investment in the
property was $4,900,458. The gain from the sale totaled $1,305,186, net of
expenses of $394,356. On October 7, 2003, the Partnership distributed the sale
proceeds totaling $6,205,644, of which 100% was allocated to Assignee and
Limited Partners. Holders of Units received a cash distribution of approximately
$3.25 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 final property in Kansas City, which is
currently the subject of contract negotiations with several serious buyers, the
five properties which were sold in 2003, and the two properties which were sold
during 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.
Continuing Operations
Continuing operations includes interest earned on cash and cash
equivalents and administrative expenses and professional fees not directly
identifiable with a specific property sold or held for sale.
Expenses incurred during the three months ended September 30, 2003
totaled $30,006 reflecting a decrease of $2,800 from the same period in 2002.
Expenses incurred during the nine months ended September 30, 2003 totaled
$104,282 reflecting a decrease of $12,910 from the same period in 2002. The
decreases are the result of lower administrative expenses, as a result of
property sales.
8
REALTY PARKING PROPERTIES L.P.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Discontinued Operations
Discontinued operations reflect parking revenue from the Partnership's
property in Kansas City (in contract negotiations), the five properties sold in
2003, and the two properties sold in 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.
On August 29, 2003, the Partnership sold its Los Angeles property for
$4,500,000. The Partnership's investment in the property was $3,482,360, net of
accumulated depreciation of $47,880 and an impairment loss of $4,409,624, which
was recognized in 1999. The gain from the sale totaled $905,590, net of expenses
of $112,050
On September 22, 2003, the Partnership sold its Little Rock, Arkansas
property for $1,200,000. The Partnership's investment in the property was
$1,002,360. The gain from the sale totaled $86,355, net of expenses of $111,285.
On September 26, 2003, the Partnership sold its 75% interest in the
Miami, Florida property for $6,600,000. The Partnership's investment in the
property was $4,900,458. The gain from the sale totaled $1,305,186, net of
expenses of $394,356
Parking lot revenue of $188,795 was earned during the three months
ended September 30, 2003, reflecting a decrease of
$250,388 from the same period in 2002. Parking lot revenue of $731,819 was
earned during the nine months ended September 30, 2003, reflecting a decrease of
$438,790 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 September 30, 2003
totaled $27,004 reflecting a decrease of $1,457 from the same period in 2002,
net of depreciation. Expenses, excluding depreciation, incurred during the nine
months ended September 30, 2003 totaled $77,834 reflecting a decrease of $8,915
from the same period in 2002. The decreases are the result of the 2003 and 2002
property sales.
The Partnership is negotiating a contract with several serious buyers
to sell the Kansas City property for approximately $1,100,000. The Partnership's
investment in the property is $1,699,583, net of depreciation of $385,796. At
September 30, 2003, the Partnership recorded an impairment loss of $720,000 to
reflect the fair value of the property, less estimated expenses associated with
the sale.
9
REALTY PARKING PROPERTIES L.P.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
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 September 30, 2003, as defined in Rule
13a-15 of the rules promulgated under the Securities and Exchange Act
of 1934, as amended. Based on that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that the design and
operation of these disclosure controls and procedures were effective.
There have been no significant changes in our internal controls or in
other factors that could significantly affect these controls
subsequent to the date of their evaluation.
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 August 29, 2003 described the Partnership's sale of
its property in Los Angeles, California.
Form 8-K dated September 22, 2003 described the Partnership's
sales of its properties in Little Rock, Arkansas, and Miami,
Florida.
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 II 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: 11/11/03 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: 11/11/03 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 September 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: 11/11/03 By: /s/ John M. Prugh
John M. Prugh
Chief Executive Officer
Realty Parking Company, Inc.
General Partner
Date: 11/11/03 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: 11/11/03 By: /s/ John M. Prugh
John M. Prugh
President and Director
Realty Parking Company, Inc.
General Partner
DATE: 11/11/03 By: /s/ Timothy M. Gisriel
Timothy M. Gisriel
Treasurer
Realty Parking Company, Inc.
General Partner
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