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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 (FEE REQUIRED)
For the fiscal year ended December 31, 1998
OR
{ } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
Commission file number 0-17616
Realty Parking Properties L.P.
(Exact Name of Registrant as Specified in its Charter)
Delaware 52-1591575
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
225 East Redwood Street, Baltimore, Maryland 21202
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (410) 727-4083
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None
Securities registered pursuant to section 12(g) of the Act:
Assignee Units of Limited Partnership Interests
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
As of December 31, 1998, there were 1,909,127 Units of Assignee and Limited
Partnership Interests held by non-affiliates of the Registrant. Because there is
not an established public trading market for the Units, the aggregate market
value of the Units held by non-affiliates of the Registrant cannot be
calculated.
Documents Incorporated by Reference
The Annual Report for 1998 is incorporated by reference.
REALTY PARKING PROPERTIES L.P.
INDEX
Part I Page(s)
Item 1. Business 3
Item 2. Properties 4-5
Item 3. Legal Proceedings 5
Item 4. Submission of Matters to a Vote of Security Holders 5
Part II.
Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters 5-6
Item 6. Selected Financial Data 6
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-9
Item 8. Financial Statements and Supplementary Data 9
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 9
Part III.
Item 10. Directors and Executive Officers of the Registrant 10
Item 11. Executive Compensation 11
Item 12. Security Ownership of Certain Beneficial Owners
and Management 11
Item 13. Certain Relationships and Related Transactions 11
Part IV.
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 11-14
Signatures 15
-2-
REALTY PARKING PROPERTIES L.P.
PART I
Item 1. Business
Realty Parking Properties L. P. (the "Partnership") is a Delaware
limited partnership formed on October 4, 1988. The Partnership's intent was to
acquire surface lots and parking garage buildings (the "Properties") to be held
for appreciation and used for parking operations to produce current income. The
Properties were acquired with an emphasis on surface commercial parking lots
believed to have significant future potential for eventual sale as development
sites. The Partnership acquired the Properties on an all-cash basis without debt
financing. The acquisition program is complete and only minor rehabilitation
expenditures and repairs to existing Properties are expected in the future.
The General Partner of the Partnership is Realty Parking Company, Inc., a
Maryland corporation.
A minimum of 80,000 units of assignee limited partnership interests
(the "Units") and an increased maximum of 2,400,000 Units were registered under
the Securities and Exchange Act of 1933, as amended. Throughout 1988 and 1989,
investors holding 1,909,087 Units, or $47,727,175 of gross offering proceeds,
were recognized on the books of the Partnership and the selling effort was
completed in November 1989. The offering proceeds, net of issuance related fees,
were used to acquire the Properties and make necessary improvements on an
all-cash basis.
The Partnership has entered into an Investment Advisory Agreement
with Allright Corporation (the "Advisor"), one of the nation's largest parking
operators. 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 Properties are leased to the Advisor
for a 10 year period (expiring between April 1999 and November 2000) with the
option to extend these leases for two additional terms of five years. Two of the
Partnership's leases that expire in April and July of 1999 have been extended
for an additional five years under existing terms. It is likely that most leases
will be renewed on terms that are similar to current terms, however at least
some leases are likely to include terms less favorable than those contained in
the current arrangements. Under the terms of the current leases, the Advisor is
obligated to pay the Partnership the greater of the minimum rent plus property
taxes or 60% of the gross parking revenues ("percentage rent"). The minimum
rents are currently equal to 7% of certain property acquisition costs. Under the
terms of the leases, the parking lot operator is responsible for all operating
costs, including ad valorem real estate taxes and general and garage liability
insurance coverage. Each lease is cancelable by the Partnership upon the sale of
a 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 sales
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.
The Partnership acquired fifteen Properties during 1989 and 1990 and
sold one Property and a small portion of another Property in 1993. The
Partnership's total investment in the Properties before depreciation charges,
including acquisition related costs and improvements, is $33,844,298 at December
31, 1998 and 1997, respectively (see Item 2. Properties).
The success of the Partnership will, to a large extent, depend on the
quality of management of the Partnership and the timing, terms and conditions of
any sale or financing. Future development may be delayed or rendered legally or
economically unfeasible as a result, for example, of future building
moratoriums, zoning changes, and changes in growth and development patterns.
The interim use of the Properties for parking operations to produce
current income is dependent on the Advisor's ability to pay rents under the
terms of the lease agreements. Rents may vary due to percentage rental payments
(discussed above) which are influenced by a variety of factors, including
competition, traffic levels, parking demand and the location, design and
condition of the parking lot (see Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations).
-3-
REALTY PARKING PROPERTIES L.P.
Item 2. Properties
The Partnership owns fourteen properties in total, twelve of which
are wholly owned by the Partnership. The undivided tenants-in-common ownership
of two of the properties is noted below. The properties were acquired on an
all-cash basis and, therefore, are not subject to a mortgage or other lien or
encumbrance. As of December 31, 1998 the Partnership owns the following
properties:
Approximate Gross 1998
Location Size (Sq. Ft.) Type Investment Cost Rental Income Lease Date
Birmingham, Alabama 28,000 276-car garage $ 1,189,603 $ 144,354 5/90- 4/00
Corner of Fourth Ave.
North and 19th St.
Little Rock, Arkansas 35,000 surface lot 1,002,360 69,100 5/89- 4/04
East side of Broadway
between Third and
Fourth Streets
Los Angeles, California 41,800 surface lot 7,939,864 553,432 6/90- 5/00
800 Block of S. Main St.
Denver, Colorado 100,600 surface lots and 6,151,323 500,069 10/89- 9/99
Fronting on Fourteenth St. 413-car garage
between Champa and
California Streets (1)
Miami, Florida 90,000 surface lot 4,900,458 340,627 8/89- 7/04
Block bounded by S. Miami
Ave., S.E. 2nd St.,
N.E. 1st Ave. (1)
St. Paul, Minnesota #1 55,880 surface lot 1,463,174 144,717 11/90- 10/00
Bordered by 7th and 8th
Streets and N. Jackson
and Sibley Streets
St. Paul, Minnesota #2 32,930 surface lot 373,748 30,890 11/90- 10/00
Located on the I94 frontage
road, north of the Science
Museum of Minnesota
Kansas City, Missouri 35,650 400-car garage 2,085,380 147,783 10/90- 9/00
Fronting on Grand Ave.,
8th St. and Walnut St.
Reno, Nevada 30,670 surface lot 1,047,190 72,661 12/90- 11/00
Triangle bordered by E.
First St., Lake St., and
Second St.
(1)The Partnership owns three-quarter undivided interests in these
properties with the remaining 25% owned by the Advisor.
-4-
REALTY PARKING PROPERTIES L.P.
Item 2. Properties (continued)
Approximate Gross 1998
Location Size (Sq. Ft.) Type Investment Cost Rental Income Lease Date
Rochester, New York 48,970 surface lot 1,134,175 79,025 5/90- 4/00
Pleasant St. at Andrews
and N. Clinton Streets
Dayton, Ohio 40,000 surface lot 1,188,416 82,056 12/89- 11/99
Corner of Monument Ave.
and Ludlow St.
Nashville, Tennessee 33,360 surface lot 1,558,046 103,945 10/90- 9/00
Commerce St. and
Seventh Ave.
Houston, Texas 81,000 surface lot 1,407,423 97,867 8/90- 7/00
Commerce St. at its
intersection with Austin St.
Milwaukee, Wisconsin 36,350 451-car garage 2,403,138 336,147 10/90- 9/00
East side of N. 7th St.
and N. 6th St. at West
Wells St. --------------- --------------
$33,844,298 $ 2,702,673
========= ========
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.
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.
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters (continued)
-5-
REALTY PARKING PROPERTIES L.P.
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, 1998, there were 3,089 holders of assignee and limited
partnership interests of the registrant, owning an aggregate of 1,909,127 units.
The Partnership made four quarterly cash distributions in 1998, 1997 and
1996 totaling $2,473,212 each year. These distributions were derived from funds
provided by operations and a return of capital of $124,170 and $142,963 in 1997
and 1996, respectively.
Item 6. Selected Financial Data
Revenues and net earnings information furnished below is for the years
ended December 31:
1998 1997 1996 1995 1994
Revenues
Rental income $2,702,673 $2,508,271 $2,399,810 $2,376,440 $2,362,440
Interest income 47,354 53,389 66,240 86,000
68,982
Net earnings 2,436,246
2,251,096 2,169,490 2,193,290 2,174,334
Net earnings per Unit 1.25 1.16 1.11 1.13 1.12
Total assets 34,354,969 34,399,045 34,658,079 34,958,378
35,247,450
Partners' capital 34,010,538 34,047,504 34,269,620 34,573,342 35,853,264
Cash distributions
paid per Unit:
operations 1.27 1.21 1.20 1.18 1.20
return of capital - .06 .07 .09 .13
The above selected financial data should be read in conjunction with the
financial statements and accompanying notes incorporated by reference in this
report.
-6-
REALTY PARKING PROPERTIES L.P.
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Liquidity and Capital Resources
The Partnership was fully invested in parking properties as it entered
1998. The Partnership currently has no plans to use working capital to perform
major repairs or improvements to any of its properties and no acquisitions of
additional properties are anticipated.
The Partnership allocated approximately $2,386,000 (5% of the gross
proceeds of its public offering of interests) as initial working capital
reserves. As of December 31, 1998 all of these reserves have been released as
part of quarterly cash distributions to partners.
At December 31, 1998, the Partnership had a working capital position that
includes cash and cash equivalents of $789,876, accounts receivable (net of real
estate taxes payable) of $362,260 and accounts payable of $63,931. Cash and cash
equivalents decreased $267,798 during 1998. This decrease represents the net
effect of $2,205,414 in cash provided by operating activities and distributions
to investors of $2,473,212. It is anticipated that remaining cash and cash
equivalents will be sufficient to satisfy the Partnership's liquidity
requirements.
The Partnership made quarterly cash distributions totaling $2,473,212 in
1998, 1997 and 1996. These distributions were derived from funds provided by
operations and a return of capital of $124,170 in 1997 and $142,963 in 1996.
On February 12, 1999, the Partnership made a cash distribution of $618,303
to partners. This distribution comprised $604,298 in funds from operations for
the quarter ended December 31, 1998 and a return of capital of $14,005 deemed
available for distribution by the General Partner.
Results of Operations
Parking lot rental income includes base rents and percentage rents earned
pursuant to the lease agreements in effect during each period. The Partnership
leases its facilities to the Advisor under terms that typically include a
minimum rent calculated as a percentage of certain acquisition costs. In
addition, the lessee is obligated to pay percentage rent, calculated as a
percentage of gross parking revenues.
Rental income for 1998, 1997 and 1996 totaled $2,702,673, $2,508,271 and
$2,399,810, respectively. The increases are a result of increases in percentage
rent payments received under the terms of the leases. Percentage rent payments
have increased in 1998 and 1997 by 115% and 150%, respectively. During 1998, the
Partnership earned percentage rent payments with respect to six of its
properties: Birmingham, Denver, Kansas City, Milwaukee, St. Paul- Jackson and
St. Paul-Tank. During 1997, the Partnership earned percentage rent payments with
respect to three of its properties: Birmingham, Milwaukee and Kansas City.
During 1996, the Partnership earned percentage rent payments with respect to two
of its properties: Birmingham and Milwaukee. The Birmingham garage generated
percentage rents of $61,119 in 1998, $54,844 in 1997 and $30,360 in 1996. The
Milwaukee garage generated percentage rents of $169,576 in 1998, $106,802 in
1997 and $36,269 in 1996. The Kansas City property generated percentage rents of
$2,444 in 1998 and $6,211 in 1997. Additionally in 1998, three properties:
Denver, St. Paul-Jackson and St. Paul-Tank, earned percentage rents for the
first time of $81,054, $43,001 and $5,066, respectively.
While Management is pleased by the strong growth in percentage rents
during 1998, it recognizes that the revenue increases at the Denver and
Milwaukee facilities are due to certain market conditions and are not likely to
be repeated. The Denver facility experienced strong revenue growth when the
supply of other parking in the City was decreased due to the construction of the
Denver Pavilions, a $200 million retail facility. The Denver facility will
likely experience a decline in revenues due to the 900 parking spaces available
at the Denver Pavilions. The Milwaukee facility experienced an increase in
revenues due to the construction of the convention center. The garage is
adjacent to the convention center and has been the primary parking location for
many of the construction workers. At the completion of construction, it is
anticipated that revenues will decline due to the loss of these parkers.
-7-
REALTY PARKING PROPERTIES L.P.
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations (continued)
Results of Operations (continued)
Expenses in 1998, net of deprecation, were $189,033, reflecting a slight
increase of $3,217 over 1997. This increase is primarily the result of
professional consulting services rendered at various facilities. Expenses in
1997, net of depreciation, were $185,816, reflecting an increase of $11,256 over
1996. This increase is primarily the result of increased reimbursement for time
spent reviewing various disposition strategies and on its site visits.
As the Partnership approaches its tenth year, certain leases will commence
expiring. In 1999, the following leases will expire: Little Rock, Miami, Denver
and Dayton. The leases on the remaining properties will expire in 2000. To date,
Allright Corporation, the tenant, has exercised lease extensions under the same
terms as those currently in existence for the Little Rock and Miami properties.
It is expected that Allright will notify the Partnership of its intentions for
the Denver and Dayton facilities in the next few months. It is likely that most
leases will be renewed under the existing terms, however, at least some leases
are likely to include terms less favorable than those contained in the current
arrangements.
Outlook
Management is pleased by the strong operational gains experienced at the
parking facilities in 1998. Of particular significance, three properties:
Denver, St. Paul-Jackson and St. Paul-Tank, earned percentage rents for the
first time.
The Partnership, in accordance with its original investment strategy,
continues to examine opportunities for disposition of its facilities. While it
has been anticipated that the highest returns would be obtained from selling
properties for development potential, strong gains may also be earned from
selling properties based on their parking economics.
Management continues to monitor the status of its Los Angeles property.
Downtown Los Angeles has not recovered from the early 90's recession. Economic
conditions in certain sections of the City have declined in recent years.
Management is hopeful that this situation will improve in the future in concert
with California's ongoing economic recovery.
Year 2000
The General Partner is aware of the issues associated with the
programming code in many existing computer systems (the "Year 2000" issue) as
the millennium approaches. The General Partner has conducted a review of its
computer systems to identify hardware and software affected by the Year 2000
issue. This issue affects computer systems having date sensitive programs that
may not properly recognize the Year 2000. Systems that do not properly recognize
such information could generate erroneous data or cause a system to fail
resulting in business interruption.
With respect to its existing computer systems, the General Partner is
upgrading, generally in order to meet the demands of its expanding business. In
the process, the General Partner is taking steps to identify, correct and/or
reprogram and test its existing systems for Year 2000 compliance. It is
anticipated that all new system upgrades or reprogramming efforts will be
completed by mid-1999, allowing adequate time for testing. The General Partner
presently believes that with modification to existing software the Year 2000
issue can be mitigated. However, given the complexity of the Year 2000 issues,
there can be no assurances that the General Partner will be able to address the
problem without costs and uncertainties that might affect future financial
results of the Partnership.
The General Partner has incurred, and expects to incur additional
internal costs as well as other expenses to address the necessary software
upgrades, training, data conversion, testing and implementation related to the
Year 2000 issue. Such costs are being expensed as incurred. The General Partner
does not expect the amounts required to be expensed to have a material effect on
the Partnership's financial position or results of operations.
-8-
REALTY PARKING PROPERTIES L.P.
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations (continued)
Year 2000 (continued)
The Year 2000 issue is expected to affect the systems of various
entities with which the Partnership and the General Partner interact including
the Advisor of the Partnership's parking properties as well as payors, suppliers
and vendors. The Advisor has been queried on its Year 2000 readiness. Management
believes the Advisor is addressing and resolving their concerns on a timely
basis and will continue to evaluate the Advisor's Year 2000 readiness and
develop contingency plans as appropriate. To date, Management is not aware of
any significant Year 2000 issue that could materially impact the lessee. There
can be no assurance, however, that data produced by systems of other entities,
on which the General Partner's systems rely, will be converted on a timely basis
or that a failure by another entity's systems to be Year 2000 compliant will not
have a material adverse effect on the Partnership.
Management believes it has an effective program in place to resolve the
Year 2000 issue, in a timely manner. Contingency plans involve system
enhancement, manual workarounds, and adjusting staffing strategies.
Nevertheless, Management believes that it could continue its normal business
operations if compliance is delayed. The General Partner does not believe that
the Year 2000 issue will materially impact the Partnership's results of
operations, liquidity, or capital resources.
Item 8. Financial Statements and Supplementary Data
Index to Financial Statements:
Page(s)
Herein Annual Report
Independent Auditors' Report 12 5
Balance Sheets 6
Statements of Operations 7
Statements of Partners' Capital 8
Statements of Cash Flows 9
Notes to Financial Statements 10-15
Financial Statement Schedule
Schedule III - Real Estate and
Accumulated Depreciation 13-14
All other schedules are omitted because they are not applicable, or not
required, or because the required information is included in the financial
statements or notes thereto.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
None.
-9-
REALTY PARKING PROPERTIES L.P.
PART III
Item 10. Directors and Executive Officers of the Registrant
The General Partner of the Partnership is Realty Parking Company, Inc. The
Partnership's principal executive offices are located at 225 East Redwood
Street, Baltimore, Maryland 21202, telephone (410) 727-4083. The General Partner
had primary responsibility for the selection and negotiation of terms concerning
the acquisition of the properties' sites, selecting a manager for the interim
investments, and the structure of the offering and the Partnership. The General
Partner is responsible for overseeing the performance of those who contract with
the Partnership, as well as making decisions with respect to the financing, sale
and liquidation of the Partnership's assets. It also provides all reports to and
communications with investors and others, all distributions and allocations to
investors, the administration of the Partnership's business and all filings with
the Securities and Exchange Commission and other federal or state regulatory
authorities. The Partnership Agreement provides for the removal of the General
Partner and the election of successor or additional general partner by investors
holding a majority in interest of the Units.
The directors and principal officers of the General Partner are as
follows:
John M. Prugh, age 50, 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 Dreyfuss 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 46, 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 52, 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 42, has been the Treasurer of the General Partner
and of Alex. Brown Realty, Inc. and Armata Financial Corp. since 1990. He was
the Controller of Alex. Brown Realty, Inc. and Armata Financial Corp. from 1984
through 1989. Mr. Gisriel graduated from Loyola College in 1978 and received his
Masters of Business Administration degree from the Robert G. Merrick School of
Business, University of Baltimore, in 1993. Prior to joining Alex. Brown Realty,
Inc. in 1984, Mr. Gisriel was an audit supervisor in the Baltimore office of
Coopers & Lybrand. He is a Maryland Certified Public Accountant.
There is no family relationship among the officers and directors of the
General Partner.
-10-
REALTY PARKING PROPERTIES L.P.
Item 11. Executive Compensation
The officers and directors of the General Partner received no compensation
from the Partnership.
The General Partner is entitled to receive a share of cash distributions
and a share of profits and losses as described in the Agreement of Limited
Partnership (see Note 7. "Partners' Capital" in Item 8. Financial Statements,
herein).
For a discussion of compensation and fees to which the General Partner is
entitled, see Item 13, Certain Relationships and Related Transactions, herein.
Item 12. Security Ownership of Certain Beneficial Owners and Management
No person is known to the Partnership to own beneficially more than 5% of
the outstanding assignee units of limited partnership interest of the
Partnership.
The Assignor Limited Partner, Parking Properties Holding Co., Inc., an
affiliate of the General Partner, holds 40 Units representing a beneficial
interest in limited partnership interests in the Partnership. The Units held by
the Assignor Limited Partner have all rights attributable to such Units under
the Limited Partnership Agreement except that these Units of assignee limited
partnership interests 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, 1998, the Advisor held 43,011
assignee limited partnership interests (an approximate 2% investment in the
Partnership).
There are no arrangements, known to the Partnership, the operation of
which may, at a subsequent date, result in a change of control of the
registrant.
Item 13. Certain Relationships and Related Transactions
The General Partner and its affiliates have and are permitted to engage in
transactions with the Partnership. For a summarization of fees paid during 1998,
1997 and 1996, and to be paid to the General Partners and their affiliates at
December 31, 1998, see Note 5, "Related Party Transactions," in Item 8,
Financial Statements, herein.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) 1. Financial Statements: See Index to Financial Statements in Item 8 on
page 9, herein.
2. Financial Statement Schedule: See Index to Financial Statements and
Financial Statement Schedule in Item 8 on page 9.
3. Exhibits:
(3, 4) Limited Partnership Agreement on pages 1 through 38 of
Exhibit A to the Partnership's Registration Statement on
Form S-11 (File No. 33-24961) incorporated herein by
reference.
(13) Annual Report for 1998.
(b) Reports on Form 8-K: None
-11-
REALTY PARKING PROPERTIES L.P.
INDEPENDENT AUDITORS' REPORT
The Partners
Realty Parking Properties L.P.:
Under date of January 22, 1999, we reported on the balance sheets of Realty
Parking Properties L.P. as of December 31, 1998 and 1997, and the related
statements of operations, partners' capital and cash flows for each of the years
in the three-year period ended December 31, 1998 as contained in the 1998 Annual
Report. These financial statements and our report thereon are incorporated by
reference in the Annual Report on Form 10-K for 1998. 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 22, 1999
-12-
REALTY PARKING PROPERTIES L.P.
SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1998
page 1 of 2
COLUMN A COLUMN C COLUMN D COLUMN E
COST CAPITALIZED GROSS AMOUNT
SUBSEQUENT CARRIED
INITIAL COST TO THE TO ACQUISITION AT CLOSE OF PERIOD
PARTNERSHIP LAND BUILDING LAND & BUILDING &
DESCRIPTION LAND BUILDING IMPROVEMENTIMPROVEMENIMPROVEMENTIMPROVEMEN TOTAL
LITTLE ROCK, ARKANSAS
approximately 35,000 square foot
surface parking lot $1,001,806 554 1,002,360 0 1,002,360
MIAMI, FLORIDA
approximately 90,000 square foot
surface parking lot 4,897,744 2,714 4,900,458 0 4,900,458
DENVER, COLORADO
413 car garage on appoximately
100,600 square foot lot 6,352,707 (201,384) 6,151,323 0 6,151,323
DAYTON, OHIO
approximately 40,000 square foot
surface parking lot 1,172,759 15,657 1,188,416 0 1,188,416
BIRMINGHAM, ALABAMA
276 car garage on appoximately
28,000 square foot lot 307,221 672,075 570 209,737 307,791 881,812 1,189,603
ROCHESTER, NEW YORK
approximately 48,970 square foot
surface parking lot 1,133,547 628 1,134,175 0 1,134,175
LOS ANGELES, CALIFORNIA
approximately 41,800 square foot
surface parking lot 7,859,891 79,973 7,939,864 0 7,939,864
HOUSTON, TEXAS
approximately 81,000 square foot
surface parking lot 1,406,643 780 1,407,423 0 1,407,423
NASHVILLE, TENNESSEE
approximately 33,360 square foot
surface parking lot 1,557,184 862 1,558,046 0 1,558,046
KANSAS CITY, MISSOURI
400 car garage on approximately
35,650 square foot lot 1,150,000 625,447 35,639 274,294 1,185,639 899,741 2,085,380
MILWAUKEE, WISCONSIN
451 car garage on approximately
36,350 square foot lot 737,585 929,946 1,329 734,278 738,914 1,664,224 2,403,138
ST. PAUL, MINNESOTA #1
approximately 55,880 square foot
surface parking lot 1,417,583 45,591 1,463,174 0 1,463,174
ST. PAUL, MINNESOTA #2
approximately 32,930 square foot
surface parking lot 371,391 2,357 373,748 0 373,748
RENO, NEVADA
approximately 30,670 square foot
surface parking lot 1,027,839 19,351 1,047,190 0 1,047,190
$30,393,900 2,227,468 4,621 1,218,309 30,398,521 3,445,777 33,844,298
13
REALTY PARKING PROPERTIES L.P.
SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1998
page 2 of 2
COLUMN A COLUMN F COLUMN H COLUMN I
LIFE ON
WHICH
ACCUMULATED DEPRECIATION
DEPRECIATION DATE IN LATEST I/S
DESCRIPTION ("A/D") ACQUIRED IS COMPUTED
LITTLE ROCK, ARKANSAS
approximately 35,000 square foot
surface parking lot N/A 1989 N/A
MIAMI, FLORIDA
approximately 90,000 square foot
surface parking lot N/A 1989 N/A
DENVER, COLORADO
413 car garage on appoximately
100,600 square foot lot 10,752 1989 SEE NOTE 5
DAYTON, OHIO
approximately 40,000 square foot
surface parking lot 7,458 1989 SEE NOTE 5
BIRMINGHAM, ALABAMA
276 car garage on appoximately
28,000 square foot lot 205,781 1990 SEE NOTE 5
ROCHESTER, NEW YORK
approximately 48,970 square foot
surface parking lot N/A 1990 N/A
LOS ANGELES, CALIFORNIA
approximately 41,800 square foot
surface parking lot 25,200 1990 SEE NOTE 5
HOUSTON, TEXAS
approximately 81,000 square foot
surface parking lot N/A 1990 N/A
NASHVILLE, TENNESSEE
approximately 33,360 square foot
surface parking lot N/A 1990 N/A
KANSAS CITY, MISSOURI
400 car garage on approximately
35,650 square foot lot 246,838 1990 SEE NOTE 5
MILWAUKEE, WISCONSIN
451 car garage on approximately
36,350 square foot lot 395,383 1990 SEE NOTE 5
ST. PAUL, MINNESOTA #1
approximately 55,880 square foot
surface parking lot 20,119 1990 SEE NOTE 5
ST. PAUL, MINNESOTA #2
approximately 32,930 square foot
surface parking lot 1,049 1990 SEE NOTE 5
RENO, NEVADA
approximately 30,670 square foot
surface parking lot 9,385 1990 SEE NOTE 5
921,965
(1) 1998 1997 1996
REAL ESTATE A/D REAL ESTATE A/D REAL ESTATE A/D
BALANCE AT BEGINNING OF PERIOD $33,844,298 797,217 33,844,298 672,469 33,683,487 550,469
ADDITIONS TO INVESTMENT IN R/E 0 124,748 0 124,748 160,811 122,000
BALANCE AT CLOSE OF PERIOD $33,844,298 921,965 33,844,298 797,217 33,844,298 672,469
(2) AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSES IS $33,844,298 AT DECEMBER
31, 1998 (3) SEE NOTE 3 OF NOTES TO THE FINANCIAL STATEMENTS FOR INFORMATION
REGARDING THE PARTNERSHIP'S
INVESTMENT IN REAL ESTATE.
(4) THERE ARE NO ENCUMBRANCES ON THE REAL ESTATE SET FORTH ABOVE.
(5) LAND IMPROVEMENTS ARE DEPRECIATED OVER 15 YEARS STRAIGHT LINE
BUILDING & IMPROVEMENTS IN SERVICE PRIOR TO JANUARY 1, 1994 ARE DEPRECIATED
OVER 31.5 YEARS STRAIGHT LIN BUILDING & IMPROVEMENTS IN SERVICE AFTER
JANUARY 1, 1994 ARE DEPRECIATED OVER 39 YEARS STRAIGHT LINE
14
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: 3/19/99 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: 3/19/99 BY: /s/ John M. Prugh
John M. Prugh
President and Director
Realty Parking Company, Inc.
General Partner
DATE: 3/22/99 BY: /s/ Peter E. Bancroft
Peter E. Bancroft
Vice President and Director
Realty Parking Company, Inc.
General Partner
DATE: 3/22/99 BY: /s/ Terry F. Hall
Terry F. Hall
Secretary
Realty Parking Company, Inc.
General Partner
DATE: 3/19/99 BY: /s/ Timothy M. Gisriel
Timothy M. Gisriel
Treasurer
Realty Parking Company, Inc.
General Partner
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