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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, 1999
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 000-20147
Realty Parking Properties II L.P.
(Exact Name of Registrant as Specified in its Charter)
Delaware 52-1710286
(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, 1999, there were 1,392,800 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 1999 is incorporated by reference.
REALTY PARKING PROPERTIES II L.P.
Index
Part I Page
Item 1. Business 3
Item 2. Properties 4
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
Item 6. Selected Financial Data 5
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation 6-7
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
Part III.
Item 10. Directors and Executive Officers of the Registrant 9
Item 11. Executive Compensation 9
Item 12. Security Ownership of Certain Beneficial Owners
and Management 10
Item 13. Certain Relationships and Related Transactions 10
Part IV.
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 10-13
Signatures 14
REALTY PARKING PROPERTIES II L.P.
PART I
Item 1. Business
Realty Parking Properties II L. P. (the "Fund") is a Delaware limited
partnership capitalized on December 19, 1990. The Fund'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 acquisition program is complete and only minor rehabilitation
expenditures and repairs to existing Properties are expected in the future.
The General Partner of the Fund is Realty Parking Company II, Inc., a
Maryland corporation.
A minimum of 100,000 units of assignee limited partnership interests (the
"Units") and an increased maximum of 4,000,000 Units were registered under the
Securities and Exchange Act of 1933, as amended. The Fund issued an aggregate of
1,392,760 Units, raising $34,819,000 of gross offering proceeds, at eighteen
closings through March, 1993.
The Partnership has an Investment Advisory Agreement with Central Parking
System, Inc. (the "Advisor"). The Advisor identified properties for purchase by
the Fund and leased such properties from the Fund following acquisition.
Pursuant to the Investment Advisory Agreement, the Advisor will earn a fee upon
disposition of a property equal to 1.5% 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 August 2002 and July 2004, with options to extend the leases for two
additional terms of five years. Under the terms of the typical lease agreement,
the Advisor is obligated to pay the Fund the greater of minimum rent plus
reimbursement of real estate taxes or 65% of gross parking revenues ("percentage
rent"). The minimum rents are currently equal to 7% of a property's adjusted
acquisition cost, which generally equals the sum of the property's purchase
price, related acquisition expenses and fees, and site preparation costs.
Additionally, 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. Each lease is cancelable by the Fund 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 sale
proceeds exceed the original acquisition cost of the property plus a 12%
compounded annual return on the original acquisition cost minus all rents
received by the Fund from the Property. Some of the leases may differ from the
terms outlined above in order to accommodate specific circumstances of an
acquired property.
The Fund acquired twelve Properties through 1994 and has sold four of the
Properties through December 31, 1999. The Fund's investment in the Properties,
including acquisition related costs and improvements, is $20,556,544 at December
31, 1999 (see Item 2. Properties).
The offering proceeds, net of issuance related fees and working capital
reserves, were used to acquire the Properties. Additionally, the Fund obtained a
line of credit to complete the Fund's acquisition program, to supplement working
capital reserves and to make distributions to partners (see Note 7, "Note
Payable," in Item 8, Financial Statements, herein).
The success of the Fund will, to a large extent, depend on the quality of
management of the Fund, its property acquisitions 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 upon the Advisor's ability to pay rents under the
terms of the lease agreements. Rents may vary due to percentage rental payments
(discussed above) which are influenced by a variety of factors, including
competition, traffic levels, parking demand and the location, design and
condition of the parking lot (see Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations).
3
REALTY PARKING PROPERTIES II L.P.
Item 2. Properties
The Fund owns eight properties in total, seven of which are wholly owned
by the Fund. The undivided tenants-in-common ownership of one Property is noted
below. The Properties are not subject to a mortgage or other lien or encumbrance
under the terms of the term loan agreement, however the collateral security
provision of the line of credit provides for the assignment of the Fund's rights
as a lessor to its interest in the parking lot leases, contracts and income. As
of December 31, 1999, the Fund owns the following Properties:
Approximate Gross (1) 1999 (2)
Location Size (Sq. Ft.) Type Investment Cost Rental Income Lease Date
Phoenix, Arizona 275,310 surface lot $ 3,356,535 $ 336,041 5/94-4/04
Southwest corner of Van
Buren and 44th Streets
San Diego-B, California 50,000 surface lot 2,226,652 133,104 1/94-12/03
Block bounded by 8th and 9th
Avenue and A & B Streets
San Diego-Union, California 35,000 surface lot 3,658,110 218,567 8/94-7/04
Block bounded by Union,
State, C & B Streets
Tulsa, Oklahoma 39,646 surface lot 766,285 70,102 12/92-11/02
Block bounded by South
Boston Avenue, East 3rd
Street and South Cincinnati
Avenue (3)
Nashville, Tennessee 57,720 surface lot 1,797,731 400,563 9/93-8/03
North side of Charlotte Avenue and garage
between Fourth and Fifth
Avenues, North
Dallas-Main, Texas 45,714 surface lot 2,200,732 161,082 1/94-12/03
Southeast corner of Main and and garage
St. Paul Streets
Dallas-Metro, Texas 19,450 surface lot 4,185,681 321,725 3/94-2/04
Southeastern corner of Field and and garage
Elm Streets
San Antonio, Texas 43,341 surface lot 2,364,818 179,809 7/92-8/02
Northwest corner of Dwyer
Avenue and Nueva Street
----------- -----------
$20,556,544 $ 1,820,993
=========== ===========
(1) The gross investment cost reflects the Fund's pro-rata investment in the
jointly owned Property.
(2) 1999 rental income does not include rental income from the three
properties sold during 1999.
(3) The Fund owns a 60% undivided interest in the property. The remaining
interest is owned by the Advisor.
4
REALTY PARKING PROPERTIES II L.P.
Item 3. Legal Proceedings
The Fund 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 Fund does not anticipate that a public market will develop. Transfer of
Units by an investor and purchase of Units by the Fund 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 Fund
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 Fund to be classified other than
as a partnership for federal income tax purposes, and
o such transfers would cause the Fund to be treated as a "publicly
traded partnership" under Section 7704 and 469(k) of the Internal
Revenue Code.
As of December 31, 1999, there were 1,920 holders of assignee units of
limited partnership interests of the registrant, owning an aggregate of
1,392,800 units.
The Fund made four quarterly cash distributions in 1999, 1998 and 1997
totaling $1,417,459, $1,450,860 and $1,668,518, respectively, from funds
provided by operations. Additionally, in 1999 and 1997 the Fund distributed
sales proceeds totaling $13,076,850 and $7,204,117, respectively.
Item 6. Selected Financial Data
Revenues and net earnings information furnished below is for the five
years ended December 31, 1999:
1999 1998 1997 1996 1995
Revenues:
Gain on sale $ 6,311,322 $ - $ 2,708,847 $ - $ -
Rental income 2,286,332 2,303,706 2,589,901 2,464,856 2,252,425
Interest income 58,612 26,396 35,447 14,495 15,020
Net earnings 7,977,696 1,553,368 4,538,493 1,647,840 1,461,945
Net earnings per Unit 5.58 1.10 3.23 1.17 1.04
Total assets 20,620,474 27,582,852 27,969,119 32,476,178 32,308,790
Note payable 2,086,000 2,561,000 3,061,000 3,061,000 2,945,000
Partners' capital 18,117,080 24,633,693 24,531,185 28,865,327 28,844,155
Cash distributions
paid per Unit:
Operations 1.00 1.03 1.19 1.16 1.13
Sales proceeds 9.30 - 5.12 - -
The above selected financial data should be read in conjunction with
the financial statements and accompanying notes incorporated by reference in
this report.
5
REALTY PARKING PROPERTIES II L.P.
7. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Liquidity and Capital Resources
The Fund acquired twelve Properties through 1994 and has sold four of the
Properties through December 31, 1999. The Fund does not contemplate making any
major improvements to its properties during 2000.
At December 31, 1999, the Fund had a working capital position that
included cash and cash equivalents of $649,014, accounts receivable (net of real
estate taxes payable) of $37,140, and accounts payable and accrued expenses of
$167,094. Cash and cash equivalents increased $3,687 during 1999. This increase
represents the net effect of $1,888,288 in cash provided by operating
activities, $1,417,459 in quarterly cash distributions to investors, repayment
of $475,000 on the outstanding note payable, $13,084,708 from the sales of
properties, and $13,076,850 in sales proceeds distributions to investors.
On February 15, 2000, the Fund made a cash distribution to investors of
$222,276 of which 99% was allocated to assignee and limited partners. This
distribution was derived from cash provided by operating activities during 1999.
The Fund has a $3.5 million line of credit agreement with a bank. The
interest rate on outstanding borrowings is the bank's prime rate, 8.5% at
December 31, 1999. The line of credit expires in July 2000. The line of credit
is expected to be repaid from sales proceeds in 2000 and will be extended beyond
its maturity, if necessary. The collateral security provision of the loan
agreement provides for the assignment of the Fund's rights, as a lessor to its
interest in the parking lot leases, contracts and income. The principal balance
at December 31, 1999 and 1998 was $2,086,000 and $2,561,000, respectively.
Results of Operations
Sales
On June 26, 1997, the Fund sold its Seattle, Washington property for
$8,000,000. The Fund's investment in the property was $4,495,270, net of
accumulated depreciation of $3,191. The capital gain from the sale totaled
$2,708,847, net of expenses of $795,883.
On June 9, 1999, the Fund sold its San Francisco, California property for
$5,350,000. The buyer will continue to operate the property as a parking
facility in the short-term. Ultimately, however, the property is expected to be
developed into a hotel. The Fund's investment in the property was $1,941,045,
net of accumulated depreciation of $882. The capital gain from the sale totaled
$2,821,979, net of expenses of $586,976.
On July 6, 1999, the Fund sold its 80% interest in the Denver, Colorado
property for $5,199,200 to the Advisor, who exercised its Right of First
Refusal. The Advisor already owned a 20% undivided interest in the property. The
Fund's investment in the property was $2,930,358, net of accumulated
depreciation of $10,092. The capital gain from the sale totaled $2,010,551, net
of expenses of $258,291.
On September 10, 1999, the Fund sold its two-thirds interest in the
Atlanta, Georgia property for $3,666,667 to Urban Growth Property Trust, a
national parking operator. The Fund's investment in the property was $1,901,983,
net of accumulated depreciation of $100,285. The capital gain from the sale
totaled $1,478,792, net of expenses of $285,892.
6
REALTY PARKING PROPERTIES II L.P.
7. Management's Discussion and Analysis of
Financial Condition and Results of Operations (continued)
Results of Operations (continued)
Operations
Parking lot rental income includes base rents and percentage rents earned
pursuant to lease agreements in effect during each period. The Fund 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
Advisor is typically obligated to pay percentage rent, calculated as a
percentage of gross parking revenues.
Parking lot rental income totaled $2,286,332, $2,303,706 and $2,589,901 in
1999, 1998 and 1997, respectively. The decline in parking lot rental income in
1999 is the result of the sales of the San Francisco, Denver and Atlanta
properties. The sales of the three properties in June, July and September caused
base rental income to decline $188,345 in 1999. The increased percentage rents
in 1999 net of the decrease in minimum rents caused a slight decrease in rental
income in 1999 from 1998.
During 1999, percentage rents were earned at the Nashville, Tulsa,
Atlanta, Denver, San Francisco, Phoenix, Dallas-Metro and San Antonio facilities
totaling $644,904. Percentage rents increased 36% over 1998, primarily due to
the increased payments from six of the properties, in addition to earning
percentage rents from the San Antonio and Dallas-Metro facilities, which did not
generate percentage rents in 1998. During 1998, percentage rents were earned at
the Nashville, Tulsa, Atlanta, Denver, San Francisco and Phoenix facilities
totaling $473,933. During 1997, percentage rents were earned at the Nashville,
Tulsa, Atlanta, San Francisco, Phoenix and Dallas Metro facilities totaling
$642,958. The changes in percentage rents earned during 1999, 1998 and 1997 are
a function of changes in revenues earned at the facilities.
Expenses in 1999, net of amortization and depreciation, were $515,501,
reflecting a $82,901 decrease from 1998. This decrease is primarily due to
reduced consulting fees, and lower management fees due to the sales of the San
Francisco, Denver and Atlanta properties. In addition, interest expense
decreased due to the lower balance on the note payable.
Expenses in 1998, net of amortization and depreciation, were $598,402,
reflecting a $17,186 decrease from 1997 levels. This decrease is primarily due
to reduced management fees as a result of the Seattle property sale and a
reduction of interest expense due to the lower balance on the note payable and a
reduced interest rate for the full year in 1998.
Outlook
On January 31, 2000, the Fund sold its Dallas-Metro, Texas property for
$7,000,000, including cash of $6,450,000 and a second lien promissory note of
$550,000. The Fund's investment in the property was $3,673,210, net of
accumulated depreciation of $512,472. The capital gain from the sale totaled
$3,004,532, net of expenses of $322,258. The second lien promissory note of
$550,000 is secured by a Second Deed of Trust and is due on or before October
31, 2000. Interest on the unpaid principal balance will accrue at the rate of
15% per annum. The sale resulted in a distribution to investors in the amount of
$4.36 per Unit on March 22, 2000.
On March 10, 2000, the buyer for the San Diego-B property decided
to proceed with the purchase of the property, who will continue to use the
property as a parking facility. The property is tentatively set to close on May
15, 2000. Management is also in discussions with the County of San Diego for the
sale of the San Diego-Union property. There is no assurance, however, that the
prospective buyers will close on the properties.
7
REALTY PARKING PROPERTIES II L.P.
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
The market risk associated with financial instruments and derivative
financial and commodity instruments is the risk of loss from adverse changes in
market prices or rates. The Fund's market risk arises primarily from interest
rate risk relating to borrowings under its line of credit which bear interest at
the prime rate of interest of a designated bank. Borrowings under the line of
credit are due in July 2000. The Fund does not expect that it will make
additional borrowings under the line. The line of credit is expected to be
repaid from sales proceeds throughout 2000 and will be extended beyond its
maturity, if necessary. Additionally, the Fund intends to continue reducing the
outstanding balance to the extent cash flows from operating activities exceed
amounts needed to provide for regular quarterly distributions to the partners
and liquidity needs. Assuming the outstanding balance were to remain unchanged
from that at December 31, 1999 ($2,086,000), a 1% increase in the prime rate of
interest would reduce the Fund's net earnings by approximately $20,860 on an
annualized basis.
Item 8. Financial Statements and Supplementary Data
Index to Financial Statements:
Page(s)
Herein Annual Report
Independent Auditors' Report 11 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 12-13
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 II L.P.
Part III
Item 10. Directors and Executive Officers of the Registrant
The General Partner of the Fund is Realty Parking Company II, Inc. The
Fund's principal executive office is located at 225 East Redwood Street,
Baltimore, Maryland 21202, telephone (410) 727-4083. The General Partner has
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 of the Fund. The General
Partner is responsible for overseeing the performance of those who contract with
the Fund, as well as making decisions with respect to the financing, sale and
liquidation of the Fund's assets. It provides all reports to and communications
with investors and others, all distributions and allocations to investors, the
administration of the Fund's business and all filings with the Securities and
Exchange Commission and other federal or state regulatory authorities. The
Agreement of Limited Partnership provides for the removal of the General Partner
and the election of a 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 51, has been a Director and President of the General
Partner since 1990 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 47, has been a Director and Vice President of the
General Partner since 1990 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 53, has been a Vice President and Secretary of the
General Partner since 1990 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 43, 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 1990. 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.
Item 11. Executive Compensation
The officers and directors of the General Partner received no compensation
from the Fund.
The General Partner is entitled to receive a share of cash distributions
and a share of profits and losses as described in the Agreement of Limited
Partnership (see Note 9. "Partners' Capital" in Item 8. Financial Statements,
herein).
For a discussion of compensation and fees to which the General Partner is
entitled, see Item 13, Certain Relationships and Related Transactions, herein.
9
REALTY PARKING PROPERTIES II L.P.
Item 12. Security Ownership of Certain Beneficial Owners and Management
No person is known to the Fund to own beneficially more than 5% of the
outstanding assignee units of limited partnership interest of the Fund.
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 Fund. The Units held by the
Assignor Limited Partner have all rights attributable to such Units under the
Agreement of Limited Partnership except that these Units of assignee limited
partnership interests are nonvoting.
The General Partner has a 1% interest in the Fund as the General Partner,
but holds no Units.
At December 31, 1999, the Advisor held 42,104 Units (an approximate 3.0%
investment in the Fund).
There are no arrangements known to the Fund, 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 Fund. For a summary of fees paid during 1999, 1998 and
1997 to the General Partner and its affiliates, see Note 6, "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 and
Supplementary Data in Item 8 on page 8, herein.
2. Financial Statement Schedule: See Index to Financial
Statements and Supplementary Data in Item 8 on page 8, herein.
3. Exhibits:
(3, 4) Agreement of Limited Partnership on pages 1
through 39 of Exhibit A to the Fund's Registration
Statement on Form S-11 (File No. 33-38437)
incorporated herein by reference.
(13) Annual Report for 1999.
(b) Reports on Form 8-K: None.
10
INDEPENDENT AUDITORS' REPORT
The Partners
Realty Parking Properties II L.P.:
Under date of January 21, 2000, we reported on the balance sheets of Realty
Parking Properties II L.P. as of December 31, 1999 and 1998, and the related
statements of operations, partners' capital and cash flows for each of the years
in the three-year period ended December 31, 1999 as contained in the 1999 Annual
Report. These financial statements and our report thereon are incorporated by
reference in the Annual Report on Form 10-K for 1999. 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 Fund'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 21, 2000
11
REALTY PARKING PROPERTIES II L.P.
SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1999
page 1 of 2
COLUMN A COLUMN C COLUMN D COLUMN E
COST CAPITALIZED GROSS AMOUNT
SUBSEQUENT AT WHICH CARRIED
INITIAL COST TO THE TO ACQUISITION AT CLOSE OF PERIOD
PARTNERSHIP LAND BUILDING LAND & BUILDING &
DESCRIPTION LAND BUILDING IMPROVEMENTS IMPROVEMENTS IMPROVEMENTS IMPROVEMENTS TOTAL
PHOENIX, ARIZONA
approximately 275,310 square-foot
surface parking lot $3,251,487 105,048 3,356,535 0 3,356,535
SAN DIEGO-B, CALIFORNIA
approximately 50,000 square-foot
surface parking lot 2,197,540 29,112 2,226,652 0 2,226,652
SAN DIEGO-UNION, CALIFORNIA
approximately 35,000 square-foot
surface parking lot 3,596,425 61,684 3,658,110 0 3,658,110
TULSA, OKLAHOMA
approximately 39,646 square-foot
surface parking lot 765,857 428 766,285 0 766,285
NASHVILLE, TENNESSEE
approximately 57,720 square-foot
surface parking lot and garage 1,101,312 134,525 133,902 427,992 1,235,214 562,517 1,797,731
DALLAS-MAIN, TEXAS
approximately 45,714 square-foot
surface parking lot and garage 1,351,734 768,578 (21,138) 101,558 1,330,596 870,136 2,200,732
DALLAS-METRO, TEXAS
approximately 19,450 square-foot
surface parking lot and garage 778,602 3,384,762 22,317 778,602 3,407,079 4,185,681
SAN ANTONIO, TEXAS
approximately 43,341 square-foot
surface parking lot 2,358,144 6,674 2,364,818 0 2,364,818
----------- --------- ------- ------- ---------- --------- ----------
$15,401,101 4,287,865 315,710 551,867 15,716,812 4,839,732 20,556,544
=========== ========= ======= ======= ========== ========= ==========
12
REALTY PARKING PROPERTIES II L.P.
SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1999
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
PHOENIX, ARIZONA
approximately 275,310 square-foot
surface parking lot 28,592 06/94 SEE NOTE 5
SAN DIEGO-B, CALIFORNIA
approximately 50,000 square-foot
surface parking lot N/A 12/93 N/A
SAN DIEGO-UNION, CALIFORNIA
approximately 35,000 square-foot
surface parking lot 37,665 07/94 SEE NOTE 5
TULSA, OKLAHOMA
approximately 39,646 square-foot
surface parking lot N/A 11/92 N/A
NASHVILLE, TENNESSEE
approximately 57,720 square-foot
surface parking lot and garage 128,061 02/92 SEE NOTE 5
DALLAS-MAIN, TEXAS
approximately 45,714 square-foot
surface parking lot and garage 165,734 02/93 SEE NOTE 5
DALLAS-METRO, TEXAS
approximately 19,450 square-foot
surface parking lot and garage 512,472 02/94 SEE NOTE 5
SAN ANTONIO, TEXAS
approximately 43,341 square-foot
surface parking lot N/A 06/92 N/A
-------
872,524
(1) 1999 1998 1997
REAL ESTATE A/D REAL ESTATE A/D REAL ESTATE A/D
BALANCE AT BEGINNING OF PERIOD $27,441,189 823,717 27,441,189 651,385 31,939,650 481,828
ADDITIONS - 160,066 - 172,332 - 172,748
REAL ESTATE SOLD (6,884,645) (111,259) - - (4,498,461) (3,191)
----------- -------- ---------- ------- ---------- -------
BALANCE AT CLOSE OF PERIOD $20,556,544 872,524 27,441,189 823,717 27,441,189 651,385
=========== ======== ========== ======= ========== =======
(2) AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSES IS $20,556,544 AT DECEMBER 31, 1999.
(3) SEE NOTE 3 OF NOTES TO THE FINANCIAL STATEMENTS FOR INFORMATION REGARDING THE FUND'S
INVESTMENT IN REAL ESTATE.
(4) THERE ARE NO ENCUMBRANCES ON THE REAL ESTATE SET FORTH ABOVE.
(5) LAND IMPROVEMENTS ARE DEPRECIATED OVER 15 YEARS STRAIGHT LINE
BUILDING AND IMPROVEMENTS IN SERVICE PRIOR TO JANUARY 1, 1994 ARE
DEPRECIATED OVER 31.5 YEARS STRAIGHT LINE BUILDING AND IMPROVEMENTS IN
SERVICE AFTER JANUARY 1, 1994 ARE DEPRECIATED OVER 39 YEARS STRAIGHT LINE
13
REALTY PARKING PROPERTIES II 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 II L. P.
DATE: 3/29/00 BY: /s/ John M. Prugh
John M. Prugh
President and Director
Realty Parking Company II, 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: 3/29/00 BY: /s/ John M. Prugh
John M. Prugh
President and Director
Realty Parking Company II, Inc.
General Partner
DATE: 3/29/00 BY: /s/ Peter E. Bancroft
Peter E. Bancroft
Vice President and Director
Realty Parking Company II, Inc.
General Partner
DATE: 3/29/00 BY: /s/ Terry F. Hall
Terry F. Hall
Vice President and Secretary
Realty Parking Company II, Inc.
General Partner
DATE: 3/29/00 BY: /s/ Timothy M. Gisriel
Timothy M. Gisriel
Treasurer
Realty Parking Company II, Inc.
General Partner
-15-