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, 2003
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)
300 East Lombard Street-Suite 1200, 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 June 30, 2003, 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 2003 is incorporated by reference.
REALTY PARKING PROPERTIES L.P.
INDEX
Part I Page(s)
Item 1. Business 3-4
Item 2. Properties 4
Item 3. Legal Proceedings 4
Item 4. Submission of Matters to a Vote of Security Holders 4
Part II.
Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters 5
Item 6. Selected Financial Data 5
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6-8
Item 7a. Quantitative and Qualitative Disclosures About Market Risk 8
Item 8. Financial Statements and Supplementary Data 8
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 8
Item 9a. Controls and Procedures 9
Part III.
Item 10. Directors and Executive Officers of the Registrant 9
Item 11. Executive Compensation 10
Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Partner Matters 10
Item 13. Certain Relationships and Related Transactions 10
Item 14. Principal Accountant Fees and Services 10
Part IV.
Item 15. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 11-13
Signatures 14-17
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 Fund has now disposed of fourteen of its fifteen original
Properties and only rehabilitation expenditures and repairs to the existing
Property are expected in the future to prepare the asset for sale.
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 five Properties in 2003, 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 Property was $793,083 at
December 31, 2003.
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, four of which were sold during
2003. 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. The lease relating to the remaining Kansas City
property differed slightly from the terms above to accommodate specific
circumstances of the property. The Advisor did not renew the lease for a second
additional term when it expired in September 2003. Instead, the Partnership
leased the property to the Advisor on a month-to-month basis for a rent of
$9,167. Additionally, the Partnership is responsible for the real estate taxes.
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 2003, 2002 and 2001 totaled $55,489, $265,183 and $109,023, respectively.
The minimum rents are 7.0% of certain acquisition costs. Minimum rent revenues
earned during 2003, 2002 and 2001 totaled $483,003, $924,432 and $1,056,109,
respectively.
Each lease 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 were operated under month-to-month
management contracts with parking operators. These four properties have been
sold. Under the terms of the management contracts, the parking operators
received a fixed fee for managing the Properties. The Partnership recorded as
parking lot revenue the gross parking revenues net of the operating expenses of
these Properties. The Partnership was responsible for real estate taxes. Parking
lot revenues of $220,827, $323,406 and $333,068 in 2003, 2002 and 2001,
respectively, represented income from Properties operated under the management
contracts.
The Partnership is actively marketing the Kansas City property for sale
and will pursue all viable strategies to complete a sale within one year.
Item 2. Properties
As of December 31, 2003, the Partnership owns one Property, which was
acquired on an all-cash basis, as follows:
Approximate (1) Investment (2) 2003 Parking Location
Size (Sq. Ft.) Type in Real Estate Lot Revenue Lease Date
Kansas City, Missouri 35,650 400-car garage $793,083 $110,000 Monthly
Fronting on Grand Ave.,
8th St. and Walnut St.
(1) Investment in real estate includes the Property, which is classified as
held for sale, is recorded net of an impairment loss of $906,500 and
accumulated depreciation totaling $385,797.
(2) 2003 parking lot revenue does not include rental income from the
Properties sold during 2003.
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.
-4-
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, 2003, there were 2,874 holders of assignee and limited
partnership interests of the registrant, owning an aggregate of 1,909,127 units.
The Partnership made operating cash distributions totaling $699,940 in
2003, $1,264,528 in 2002 and $1,415,420 in 2001. These distributions were
derived from funds provided by operating activities and a return of capital of
$135,558 in 2001. Additionally, the Partnership distributed sales proceeds
totaling $18,123,821 in 2003, $7,399,759 in 2002 and $4,537,000 in 2001.
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.
2003 2002 2001 2000 1999
Parking lot revenue (1) $ 759,319 $1,513,021 $1,498,200 $1,840,975 $2,635,111
Interest income 14,882 15,578 41,514 99,133 64,155
Gain (loss) on properties, net (2) 6,066,565 4,455,040 1,805,024 767,622 (4,158,225)
Net earnings (loss) 5,693,665 5,588,228 2,929,580 2,345,661 (1,752,340)
Net earnings (loss) per Unit 2.98 2.91 1.52 1.21 (.97)
Total assets 1,366,187 14,631,475 17,861,515 20,824,038 30,267,124
Partners' capital 1,287,105 14,417,201 17,493,260 20,516,100 29,784,986
Cash distributions
paid per Unit:
Operations .36 .65 .66 1.01 1.27
Return of capital 8.63 1.55 .07 .03 -
Sales proceeds .86 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.
-5-
REALTY PARKING PROPERTIES L.P.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
The Fund has now disposed of fourteen of its fifteen original Properties
and only rehabilitation expenditures and repairs to the existing Property are
expected in the future to prepare the asset for sale.
At December 31, 2003, the Partnership had a working capital position that
included cash and cash equivalents of $551,224 and accounts payable of $79,082.
Cash and cash equivalents decreased $136,178 during 2003. This decrease
represents the net effect of $563,720 in cash provided by operating activities,
$699,940 in cash distributions to investors, $18,123,863 in proceeds from sales
of properties, and distributions of sales proceeds totaling $18,123,821. It is
anticipated that remaining cash and cash equivalents will be sufficient to
satisfy the Partnership's liquidity requirements.
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 2003 and 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, 2003, the
Partnership leased the remaining Kansas City property to the Advisor on a
month-to-month basis for a rent of $9,167. Additionally, the Partnership is
responsible for the real estate taxes.
Sale of Properties
During 2003, the Partnership sold five properties for $19,200,000. The
Partnership's investment in the properties was $12,057,300, net of accumulated
depreciation of $968,500 and impairment losses totaling $4,409,624. The gain
from the sales totaled $6,066,565, net of expenses of $1,076,135.
During 2002, the Partnership sold two properties 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.
-6-
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 2003 and 2002 is included in discontinued
operations, in accordance with SFAS No. 144. Parking lot revenue for 2001
totaled $116,223, representing income related to the four properties that were
sold during 2001.
Expenses in 2003 totaled $133,806, reflecting a decrease of $10,760 from
2002. The decrease was primarily the result of lower administrative expenses as
a result of property sales, offset by higher professional fees incurred in
examining sale possibilities.
Expenses in 2002 totaled $144,566, reflecting a decrease of $20,804 from
2001. The decrease was primarily the result of higher administrative expenses
incurred in examining sale possibilities during 2002, offset by nonrecurring
professional fees incurred in 2001. In addition, parking lot rental expenses
(including management fees and real estate taxes) are included in discontinued
operations in 2002.
Discontinued Operations
Discontinued operations reflect parking revenue from the Partnership's
remaining property in Kansas City (classified as held for sale at December 31,
2003) and properties which were sold in 2003 and 2002, net of expenses that can
be directly attributed to the properties and impairment losses and gains on the
sales of the properties discussed above.
Parking lot revenue for 2003, 2002 and 2001 totaled $759,319, $1,513,021
and $1,381,977, respectively. Parking lot revenue decreased during 2003 by
$753,702 from 2002. The decrease in 2003 was primarily the result of higher
percentage rents earned during 2002, net of a decrease in rental income earned
at the properties that were sold during 2003 and 2002. Parking lot revenue
increased during 2002 by $131,044 over 2001. The 2002 increase was primarily the
result of higher percentage rents earned during 2002, net of a decrease in
rental income earned at the properties that were sold during 2002.
Expenses for 2003, 2002 and 2001 totaled $106,795, $250,845 and $249,788,
respectively. Expenses decreased during 2003 by $144,050 from 2002. The decrease
was the direct result of property sales in 2003 and 2002.
During 2003, the Partnership recorded an impairment loss of $906,500 to
reflect the estimated fair value of the Kansas City property, less estimated
selling costs, based on negotiations with prospective purchasers.
Outlook
The Partnership is actively marketing the Kansas City property for sale
and will pursue all viable strategies to complete a sale within one year.
-7-
REALTY PARKING PROPERTIES L.P.
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations (continued)
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.
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 4
Balance Sheets 5
Statements of Operations 6
Statements of Partners' Capital 7
Statements of Cash Flows 8
Notes to Financial Statements 9-15
Financial Statement Schedule
Schedule III - Real Estate and
Accumulated Depreciation 13
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.
-8-
REALTY PARKING PROPERTIES L.P.
PART III
Item 9a. Controls and Procedures
An evaluation was performed under the supervision of management, including
the Chief Executive Officer and Chief Financial Officer of the General Partner,
of the effectiveness as of December 31, 2003 of the design and operation of
disclosure controls and procedures 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 of the
General Partner concluded that the design and operation of these disclosure
controls and procedures were effective. No changes in the Partnership's internal
control over financial reporting occurred during the last fiscal quarter that
have materially affected, or are reasonably likely to materially affect, the
Partnership's internal control over financial reporting.
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 300 East Lombard Street -
Suite 1200, 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 55, 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 51, 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 57, 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 47, 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.
-9-
REALTY PARKING PROPERTIES L.P.
Item 11. Executive Compensation
The officers and directors of the General Partner received no compensation
from the Partnership.
The General Partner is entitled to receive a share of cash distributions
and a share of profits and losses as described in the Agreement of Limited
Partnership (see Note 8. "Partners' Capital" in Item 8. Financial Statements,
herein).
For a discussion of compensation and fees to which the General Partner is
entitled, see Item 13, Certain Relationships and Related Transactions, herein.
Item 12. Security Ownership of Certain Beneficial Owners and Management 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, 2003, 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, 2003.
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 2003,
2002 and 2001, and to be paid to the General Partner and its affiliates at
December 31, 2003, see Note 6, "Related Party Transactions," in Item 8,
Financial Statements, herein.
Item 14. Principal Accountant Fees and Services
KPMG LLP served as the Partnership's independent auditors for the last
fiscal year. For services rendered during or in connection with our fiscal years
2003 and 2002, as applicable, KPMG LLP billed the following fees:
2002 2003
Audit Fees $ 18,000 $ 13,000
Audit-Related Fees $ 0 $ 0
Tax Fees $ 5,000 $ 5,300
All Other Fees $ 0 $ 0
The Board of Directors of the General Partner has the sole authority to
pre-approve any engagement of the independent auditors to provide audit or
non-audit services and pre-approved all of the services provided by KPMG LLP in
2003.
-10-
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 2003.
(31.1) Certification of Principal Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
(31.2) Certification of Principal Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
(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: None.
-11-
INDEPENDENT AUDITORS' REPORT
The Partners
Realty Parking Properties L.P.:
Under date of January 23, 2004, we reported on the balance sheets of Realty
Parking Properties L.P. as of December 31, 2003 and 2002 and the related
statements of operations, partners' capital and cash flows for each of the years
in the three-year period ended December 31, 2003, which are included in the
Annual Report on Form 10-K for 2003. 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 23, 2004
-12-
REALTY PARKING PROPERTIES L.P.
SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2003
- -----------------------------------------------------------------------------------------------------------------------------------
COLUMN A COLUMN C COLUMN D COLUMN E COL F COL H COL I
COST CAPITALIZED GROSS AMOUNT LIFE ON
SUBSEQUENT AT WHICH CARRIED WHICH
INITIAL COST TO TO ACQUISITION AT CLOSE OF PERIOD ACCUM DEPRECIATION
THE PARTNERSHIP LAND BUILDING LAND & BLDNG & DEPREC DATE IN LATEST I/S
DESCRIPTION LAND BUILDING IMPRVMNTS IMPRVMNTS IMPRVMNTS IMPRVMNTS TOTAL ("A/D") ACQD IS COMPUTED
- ----------------- --------------------- ----------------------- ------------------------------ --------- -------- ----------------
KANSAS CITY, MO
400-car garage on
approximately
35,650 sq-ft lot 1,151,154 625,447 27,726 (625,447) 1,178,880 - 1,178,880 385,797 1990 SEE NOTE 5
================= ===================== ======================= =============================== ======== ======== ================
- -----------------------------------------------------------------------------------------------------------------
(1) 2003 2002 2001
REAL ESTATE A/D REAL ESTATE A/D REAL ESTATE A/D
------------------------ ------------------------- -------------------------
BALANCE AT BEGIN. OF PERIOD $ 15,111,179 1,336,337 $ 18,076,648 1,220,553 $ 20,858,926 1,152,212
ADDITIONS - 17,960 - 115,784 - 118,649
REAL ESTATE SOLD (13,025,799) (968,500) (2,965,469) - (4,832,957) (50,308)
IMPAIRMENT LOSSES (906,500) - - - 2,050,679 -
------------------------- ------------------------- --------------------------
BALANCE AT CLOSE OF PERIOD $ 1,178,880 385,797 $ 15,111,179 1,336,337 $ 18,076,648 1,220,553
============================= ========================= ========================= ==========================
(2) AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSES IS $2,085,380 AT
DECEMBER 31,2003
(3) COSTS CAPITALIZED ARE OFFSET BY AN IMPAIRMENT LOSS OF $906,500.
(4) SEE NOTE 3 OF THE NOTES TO FINANCIAL STATEMENTS FOR INFORMATION REGARDING
THE PARTNERSHIP'S INVESTMENT IN REAL ESTATE - PROPERTY HELD FOR SALE.
(5) THERE ARE NO ENCUMBRANCES ON THE REAL ESTATE SET FORTH ABOVE.
(6) 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
-13-
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 annual report on Form 10-K 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: 3/29/04 By: /s/ John M. Prugh
John M. Prugh
Chief Executive Officer
Realty Parking Company, Inc.
General Partner
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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 annual report on Form 10-K 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: 3/29/04 By: /s/ Timothy M. Gisriel
Timothy M. Gisriel
Chief Financial Officer
Realty Parking Company, Inc.
General Partner
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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") Annual Report on Form 10-K for the period ending December 31,
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: 3/29/04 By: /s/ John M. Prugh
John M. Prugh
Chief Executive Officer
Realty Parking Company, Inc.
General Partner
Date: 3/29/04 By: /s/ Timothy M. Gisriel
Timothy M. Gisriel
Chief Financial Officer
Realty Parking Company, Inc.
General Partner
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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: 3/29/04 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: 3/29/04 BY: /s/ John M. Prugh
John M. Prugh
President and Director
Realty Parking Company, Inc.
General Partner
DATE: 3/29/04 BY: /s/ Peter E. Bancroft
Peter E. Bancroft
Vice President and Director
Realty Parking Company, Inc.
General Partner
DATE: 3/29/04 BY: /s/ Terry F. Hall
Terry F. Hall
Secretary
Realty Parking Company, Inc.
General Partner
DATE: 3/29/04 BY: /s/ Timothy M. Gisriel
Timothy M. Gisriel
Treasurer
Realty Parking Company, Inc.
General Partner
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