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, 2002
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 0-20147
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_____
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 December 31, 2002, there were 1,392,800 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 2002 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 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 Operation 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
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 and Related Partner Matters 10
Item 13. Certain Relationships and Related Transactions 10
Item 14. Controls and Procedures 10
Part IV.
Item 15. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 10-16
Signatures 17
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 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 8, "Note Payable," in Item 8. Financial Statements, herein).
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 Fund acquired twelve Properties through 1994 and has sold ten of the
Properties through December 31, 2002. The Fund's net investment in the
Properties, including the Property held for sale, is $5,669,365 at December 31,
2002 (see Item 2. Properties).
The Properties are leased to the Advisor for a 10-year period, expiring in
April 2004 and June 2007, with options to extend the leases for two additional
terms of five years. Under the terms of the lease agreements, 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.
The interim use of the Properties for parking operations to produce
current income is, in part, 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 two Properties at December 31, 2002, as follows:
Approximate Gross (1) 2002 (3)
Location Size (Sq. Ft.) Type Investment Cost Rental Income Lease Date
Phoenix, Arizona 275,310 surface lot $ 3,304,549 $ 289,766 5/94-4/04
Southwest corner of Van
Buren and 44th Streets
San Antonio, Texas 43,341 surface lot 2,364,816 225,068 7/92-6/07
Northwest corner of Dwyer
Avenue and Nueva Street (2)
-------------------------------
Total $ 5,669,365 $ 514,834
===============================
(1) Investment in real estate includes a property classified as held for sale
and is recorded net of accumulated depreciation totaling $51,985.
(2) The Fund classified this Property as held for sale at December 31, 2002 and
subsequently sold the property on February 20, 2003.
(3) 2002 rental income does not include rental income from the Properties sold
during 2002.
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.
4
REALTY PARKING PROPERTIES II 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
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 Sections 7704 and 469(k) of the Internal Revenue Code.
As of December 31, 2002, there were 1,888 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 2002, 2001, and 2000
totaling $705,289, $810,034 and $1,160,501, respectively, from funds provided by
operating activities. Additionally, in 2002, 2001 and 2000, the Fund distributed
sales proceeds totaling $7,995,759, $5,076,934 and $9,225,916, respectively.
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.
2002 2001 2000 1999 1998
Rental income (1) $ 933,795 $ 1,282,851 $ 1,439,471 $ 2,286,332 $ 2,303,706
Interest income 16,165 18,652 94,123 58,612 26,396
Gain on properties, net (2) 3,738,508 1,471,997 4,883,776 6,311,322 -
Net earnings 4,349,405 2,344,410 6,010,278 7,977,696 1,553,368
Net earnings per Unit 3.06 1.64 4.24 5.58 1.10
Total assets 6,033,941 10,566,721 14,690,558 20,620,474 27,582.852
Note payable - - 636,000 2,086,000 2,561,000
Partners' capital 5,846,740 10,198,383 13,740,941 18,117,080 24,633,693
Cash distributions
Paid per Unit:
Operations .50 .58 .82 1.00 1.03
Sales proceeds 5.68 3.61 6.56 9.30 -
(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 II L.P
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Liquidity and Capital Resources
The Fund currently has no plans to use working capital to perform major
repairs or improvements to its two remaining properties.
At December 31, 2002, the Fund had a working capital position that
included cash and cash equivalents of $327,576 and accounts payable and accrued
expenses of $150,201. Cash and cash equivalents decreased $23,688 during 2002.
This decrease represents the net effect of $581,600 in cash provided by
operating activities, $705,289 in quarterly cash distributions to investors,
$8,095,760 from the sales of three properties, and sales proceeds distributions
to investors totaling $7,995,759. The Fund has sufficient liquidity to satisfy
its anticipated operating expenditures.
On February 20, 2003, the Fund sold its San Antonio property for
$3,300,000. The Fund's investment in the property was $2,364,816. The gain from
the sales totaled $744,934, net of expenses of $190,250.
On March 17, 2003, the Fund made the San Antonio sale proceeds
distribution totaling $3,109,750, of which 99% was allocated to Assignee and
Limited Partners. Assignee and Limited Partners received a cash distribution of
approximately $2.21 per original $25 Unit.
In July 2000, the Fund's line of credit agreement with a bank was amended
to reduce the bank's commitment from $3,500,000 to $736,000, the principal
balance outstanding at that time. The principal balance at December 31, 2000 was
$636,000. The line of credit was repaid in full during 2001.
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 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 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.
Sales
During 2002, the Fund sold three properties (Dallas, Nashville and Tulsa)
for $8,702,500. The Fund's investment in the properties was $4,246,113 net of a
settlement payment, and accumulated depreciation of $407,498. The gain from the
sales totaled $3,738,508, net of expenses of $717,879.
During 2001, the Fund sold one property for $5,320,000. The Fund's
investment in the property was $3,604,936, net of accumulated depreciation of
$53,174. The gain from the sale totaled $1,471,997, net of expenses of $243,067.
During 2000, the Fund sold two properties for $11,328,000. The Fund's
investment in the properties was $5,899,862, net of accumulated depreciation of
$512,472. The gain from the sales totaled $4,883,776, net of expenses of
$544,362.
6
REALTY PARKING PROPERTIES II L.P
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations (continued)
Continuing Operations
Parking lot revenue for 2002, 2001 and 2000 totaled $289,766, $545,809 and
$708,135, respectively.
Parking lot revenue declined during 2002 by $256,043 from 2001. This
decline resulted from: (1) reduced rental income of $200,352 related to the
property that was sold during 2001, and (2) lower percentage rent of $55,691
earned at a property during 2002.
Parking lot revenue declined during 2001 by $162,326 from 2000. This
decline resulted from: (1) reduced rental income of $126,840 related to the two
properties that were sold during 2000, (2) reduced rental income of $18,214
related to the property that was sold during 2001, and (3) lower percentage rent
of $17,272 earned at one of the properties during 2001.
Expenses in 2002, net of depreciation, totaled $149,551, reflecting a
decrease of $71,504 from 2001. The decrease was primarily the result of lower
administrative costs, lower professional fees, as nonrecurring fees were
incurred in obtaining updated appraisals in 2001, and lower interest expense as
a result of the repayment of the note payable in full during 2001.
Expenses in 2001, net of depreciation, totaled $221,055, reflecting a
decrease of $75,101 from 2000. The decrease was primarily the result of lower
interest expense due to the lower balance on the note payable, which was repaid
in full during 2001.
Discontinued Operations
Discontinued operations reflects parking revenue from the Fund's
properties in Dallas, Nashville, Tulsa and San Antonio, net of expenses that can
be directly attributed to these properties and gains on the sales of the Dallas,
Nashville and Tulsa properties discussed above.
Parking lot revenue for 2002, 2001 and 2000 totaled $644,029, $737,042 and
$731,336, respectively. Parking lot revenue decreased during 2002 by $93,013
from 2001 as a result of the decrease in rental income earned at the three
properties that were sold during 2002. Parking lot revenue increased during 2001
by $5,706 over 2000, as a result of higher percentage rents earned during 2001.
Expenses for 2002, 2001 and 2000 totaled $181,715, $193,590 and $94,276.
Expenses decreased during 2002 by $11,875 from 2001 primarily as a result of
lower management fees due to sales of property in 2002. Expenses increased
during 2001 by $99,314 over 2000. The increase was primarily the result of
higher management fees due to adjustments to reflect the fair values of the
remaining properties based on updated appraisals and franchise and excise taxes
imposed by the State of Tennessee on the Fund's property in Nashville.
Outlook
The Fund has received a letter of intent from a buyer for the Fund's final
property in Phoenix, Arizona for $5,200,000. There is no assurance that this
expression of interest will result in a satisfactory contract and the ultimate
sale of the property.
7
REALTY PARKING PROPERTIES II 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 Fund'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 Fund 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 Fund'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:
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
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 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 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 of the Units.
The directors and principal officers of the General Partner are as follows:
John M. Prugh, age 54, 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 50, 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 56, 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 46, 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 10. "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 and
Related Partner Matters
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 are nonvoting.
The General Partner has a 1% interest in the Fund as the General Partner,
but holds no Units.
At December 31, 2002, 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.
No securities of the Fund are authorized for issuance under equity
compensation plans at December 31, 2002.
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 2002, 2001 and
2000 to the General Partner and its affiliates, see Note 7, "Related Party
Transactions", in Item 8. Financial Statements, herein.
Item 14. Controls and Procedures
Within the 90-day period prior to the filing of this report, an evaluation
was performed under the supervision and with the participation of the
Partnership's management, including the Chief Executive Officer and Chief
Financial Officer of the General Partner, of the effectiveness of the design and
operation of disclosure controls and procedures as defined in Rule 13a-14 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. There have been no
significant changes in our internal controls or in other factors that could
significantly affect these controls subsequent to the date of their evaluation.
PART IV
Item 15. 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. Financial Statements, herein.
2. Financial Statement Schedule: See Index to Financial Statements
and Supplementary Data in Item 8. Financial Statements, herein.
3. Exhibits:
o (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.
o Annual Report for 2002.
o (99.1) Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
o (99.2) Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
o (99.3) Certification of Principal Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
o (99.4) Certification of Principal Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K: None.
10
INDEPENDENT AUDITORS' REPORT
The Partners
Realty Parking Properties II L.P.:
Under date of January 24, 2003, we reported on the balance sheets of Realty
Parking Properties II L.P. as of December 31, 2002 and 2001, and the related
statements of operations, partners' capital and cash flows for each of the years
in the three-year period ended December 31, 2002, which are included in the
Annual Report on Form 10-K for 2002. 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 24, 2003
11
REALTY PARKING PROPERTIES II L.P.
SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2002
- ------------------------------------------------------------------------------------------------------------------------------------
COLUMN A COLUMN C COLUMN D COLUMN E COLUMN F COLUMN H COLUMN I
COST CAPITALIZED LIFE ON
SUBSEQUENT GROSS AMOUNT AT WHICH WHICH
INITIAL COST TO TO ACQUISITION CARRIED AT CLOSE OF PERIOD ACCUM DEPREC IN
THE PARTNERSHIP LAND BUILDING LAND & BUILDING & DEPREC DATE LATEST I/S
DESCRIPTION LAND BLDG IMPRVMNTS IMPRVMNTS IMPRVMNTS IMPRVMNTS TOTAL ("A/D") ACQ COMPUTED
- --------------------- ------------------- --------------------- --------------------------------- ------- -------- ----------
PHOENIX, ARIZONA
approximately
275,310 square-foot
surface parking lot $ 3,251,486 105,048 3,356,534 - 3,356,534 51,985 06/94 SEE NOTE 5
SAN ANTONIO, TEXAS
approximately
43,341 square-foot
surface parking lot 2,358,142 6,674 2,364,816 - 2,364,816 N/A 06/92 N/A
------------------- --------------------- ----------------------------------- ------- -------- ---------
$ 5,609,628 - 111,722 - 5,721,350 - 5,721,350 51,985
=================== ===================== =================================== ========
- ----------------------------------------------------------------------------------------------------------------------------------
(1) 2002 2001 2000
REAL ESTATE A/D REAL ESTATE A/D REAL ESTATE A/D
- ----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT BEGINNING OF PERIOD $ 10,486,100 428,945 14,144,210 422,193 20,556,544 872,524
ADDITIONS - 30,538 - 59,926 - 62,141
REAL ESTATE SOLD (4,764,750) (407,498) (3,658,110) (53,174) (6,412,334) (512,472)
- ----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT CLOSE OF PERIOD $ 5,721,350 51,985 10,486,100 428,945 14,144,210 422,193
==================================================================================================================================
(2) AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSES IS $5,721,350 AT DECEMBER 31,
2002
(3) SEE NOTE 3 AND 4 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
12
Exhibit 99.1
REALTY PARKING PROPERTIES II 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 II L.P.'s (the
"Fund") Quarterly Report on Form 10-K for the period ending December 31, 2002
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, John M. Prugh, the Chief Executive Officer of Realty Parking Company II,
Inc., General Partner of the Fund, 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 Fund.
Date: 3/24/03 By: /s/ John M. Prugh
John M. Prugh
Chief Executive Officer
Realty Parking Company II, Inc.
General Partner
13
Exhibit 99.2
REALTY PARKING PROPERTIES II 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 II L.P.'s (the
"Fund") Quarterly Report on Form 10-K for the period ending December 31, 2002
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Timothy M. Gisriel, the Chief Financial Officer of Realty Parking Company II,
Inc., General Partner of the Fund, 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 Fund.
Date: 3/24/03 By: /s/ Timothy M. Gisriel
Timothy M. Gisriel
Chief Financial Officer
Realty Parking Company II, Inc.
General Partner
14
Exhibit 99.3
REALTY PARKING PROPERTIES II 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 report of Realty Parking Properties II L.P.;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the issuer as of,
and for, the periods presented in this report;
4. The issuer's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the issuer and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the issuer, 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 issuer's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this report
(the "Evaluation Date"); and
c) presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
5. The issuer's other certifying officer and I have disclosed, based on our
most recent evaluation, to the issuer's auditors and the audit committee of
issuer's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the issuer's ability to record, process,
summarize and report financial data and have identified for the issuer's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the issuer's internal controls; and
6. The issuer's other certifying officer and I have indicated in this
report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: 3/24/03 By: /s/ John M. Prugh
John M. Prugh
Chief Executive Officer
Realty Parking Company II, Inc.
General Partner
15
Exhibit 99.4
REALTY PARKING PROPERTIES II 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 report of Realty Parking Properties II L.P.;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the issuer as of,
and for, the periods presented in this report;
4. The issuer's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the issuer and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the issuer, 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 issuer's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this report
(the "Evaluation Date"); and
c) presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
5. The issuer's other certifying officer and I have disclosed, based on our
most recent evaluation, to the issuer's auditors and the audit committee of
issuer's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the issuer's ability to record, process,
summarize and report financial data and have identified for the issuer's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the issuer's internal controls; and
6. The issuer's other certifying officer and I have indicated in this
report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any correct ive actions with regard
to significant deficiencies and material weaknesses.
Date: 3/24/03 By: /s/ Timothy M. Gisriel
Timothy M. Gisriel
Chief Financial Officer
Realty Parking Company II, Inc.
General Partner
16
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: 3/24/03 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: 3/24/03 BY: /s/ John M. Prugh
John M. Prugh
President and Director
Realty Parking Company II, Inc.
General Partner
DATE: 3/25/03 BY /s/ Peter E. Bancroft
Peter E. Bancroft
Vice President and Director
Realty Parking Company II, Inc.
General Partner
DATE: 3/25/03 BY /s/ Terry F. Hall
Terry F. Hall
Vice President and Secretary
Realty Parking Company II, Inc.
General Partner
DATE: 3/24/03 BY: /s/ Timothy M. Gisriel
Timothy M. Gisriel
Treasurer
Realty Parking Company II, Inc.
General Partner
17