-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NCuiMp+uHYsAe2DO78RrUit2gWuMF1uVREFCbsBfZ4RxAGjtTGLTXC1P5v4sKZAK 1sQ06Ba2ysAPnjqEpxVTlQ== 0000841127-01-500003.txt : 20010813 0000841127-01-500003.hdr.sgml : 20010813 ACCESSION NUMBER: 0000841127-01-500003 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010630 FILED AS OF DATE: 20010810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REALTY PARKING PROPERTIES LP CENTRAL INDEX KEY: 0000841127 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 521591575 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-17616 FILM NUMBER: 1704216 BUSINESS ADDRESS: STREET 1: 225 E REDWOOD ST CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4107274083 MAIL ADDRESS: STREET 2: 225 E REDWOOD ST CITY: BALTIMORE STATE: MD ZIP: 21202 10-Q 1 rpfiling10q63001.txt PARKING10Q601 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) { X } QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2001 { } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to _____ For Quarter Ended June 30, 2001 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 N/A (Former Name, Former Address, and Former Fiscal Year, if Changed Since Last Report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No______ REALTY PARKING PROPERTIES L.P. INDEX Page No. Part I. Financial Information Item 1. Financial Statements Balance Sheets 1 Statements of Operations 2 Statements of Partners' Capital 3 Statements of Cash Flows 4 Notes to Financial Statements 5-6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7-8 Item 3. Quantitative and Qualitative Disclosures About Market Risk 9 Part II. Other Information Item 1. through Item 6. 9 Signatures 10 REALTY PARKING PROPERTIES L.P. Balance Sheets
June 30, 2001 December 31, (Unaudited) 2000 ------------------- ------------------ Assets Investment in real estate $ 18,747,702 $ 19,706,714 Cash and cash equivalents 1,258,233 833,887 Accounts receivable 324,461 261,958 Other assets - 21,479 ------------------- ------------------ $ 20,330,396 $ 20,824,038 =================== ================== Liabilities and Partners' Capital Liabilities Accounts payable and accrued expenses $ 22,675 $ 34,608 Due to affiliates 43,519 37,830 Real estate taxes payable 255,500 235,500 ------------------- ------------------ 321,694 307,938 ------------------- ------------------ Partners' Capital General Partner - - Assignee and Limited Partnership Interests - $25 stated value per unit, 1,909,127 units outstanding 20,008,602 20,516,000 Subordinated Limited Partner 100 100 ------------------- ------------------ 20,008,702 20,516,100 ------------------- ------------------ $ 20,330,396 $ 20,824,038 =================== ==================
See accompanying notes to financial statements 1 REALTY PARKING PROPERTIES L.P. Statements of Operations (Unaudited)
Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2001 2000 2001 2000 --------------------------------------- --------------------------------------- Revenues Parking lots $ 435,327 $ 484,444 $ 801,639 $ 963,027 Interest income 9,972 15,761 22,045 71,011 ------------------- ------------------ ------------------ ------------------- 445,299 500,205 823,684 1,034,038 ------------------- ------------------ ------------------ ------------------- Expenses Administrative, including amounts to related party 19,687 32,080 52,277 68,823 Professional fees 5,500 5,000 11,000 10,000 Management fees to related party 7,557 8,000 14,935 16,110 Real estate taxes 31,667 5,341 67,217 10,682 Franchise and excise taxes 2,625 - 15,566 - Depreciation 30,006 30,256 60,012 60,512 ------------------- ------------------ ------------------ ------------------- 97,042 80,677 221,007 166,127 ------------------- ------------------ ------------------ ------------------- Earnings from operations 348,257 419,528 602,677 867,911 Gain on sale of properties, net 132,767 - 106,232 767,622 ------------------- ------------------ ------------------ ------------------- Net earnings $ 481,024 $ 419,528 $ 708,909 $ 1,635,533 =================== ================== ================== =================== Net earnings per unit of assignee and limited partnership interest-basic $ 0.24 $ 0.22 $ 0.36 $ 0.85 =================== ================== ================== ===================
See accompanying notes to financial statements 2 REALTY PARKING PROPERTIES L.P. Statements of Partners' Capital Six Months Ended June 30, 2001 and 2000 (Unaudited)
Assignee and Limited Subordinated Partnership Limited General Interests Partner Partner Total ------------------------------------------------------------------------------ Balance at December 31, 2000 $ 20,516,000 $ 100 $ - $ 20,516,100 Net earnings 694,034 - 14,875 708,909 Distributions to partners - Operations (728,963) - (14,875) (743,838) Sale proceeds, net (472,469) - - (472,469) -------------------- ---------------- ----------------- ------------------- Balance at June 30, 2001 $ 20,008,602 $ 100 $ - $ 20,008,702 ==================== ================ ================= =================== Balance at December 31, 1999 $ 29,784,886 $ 100 $ - $ 29,784,986 Net earnings 1,613,251 - 22,282 1,635,533 Distributions to partners - Operations (1,091,809) - (22,282) (1,114,091) Sales proceeds, net (9,581,624) - - (9,581,624) -------------------- ---------------- ----------------- ------------------- Balance at June 30, 2000 $ 20,724,704 $ 100 $ - $ 20,724,804 ==================== ================ ================= ===================
See accompanying notes to financial statements 3 REALTY PARKING PROPERTIES L.P. Statements of Cash Flows (Unaudited)
Six Months Ended June 30, June 30, 2001 2000 ------------------------------------ Cash flows from operating activities Net earnings $ 708,909 $ 1,635,533 Adjustments to reconcile net earnings to net cash provided by operating activities Gain on sales of properties, net (106,232) (767,622) Depreciation 60,012 60,512 Changes in assets and liabilities (Increase) decrease in accounts receivable and real estate taxes payable, net (42,503) 17,621 Decrease in other assets 21,479 - Decrease in accounts payable and accrued expenses (11,933) (3,728) Increase (decrease) in due to affiliates 5,689 (146,168) ------------------- ------------------ Net cash provided by operating activities 635,421 796,148 ------------------- ------------------ Cash flows from investing activities - proceeds from sales of properties, net 1,005,232 1,140,180 ------------------- ------------------ Cash flows from financing activities - distributions to partners (1,216,307) (10,695,715) ------------------- ------------------ Net increase (decrease) in cash and cash equivalents 424,346 (8,759,387) Cash and cash equivalents Beginning of period 833,887 9,803,643 ------------------- ------------------ End of period $ 1,258,233 $ 1,044,256 =================== ==================
See accompanying notes to financial statements 4 REALTY PARKING PROPERTIES L.P. Notes to Financial Statements June 30, 2001 (Unaudited) Note 1 - The Partnership and Basis of Preparation The accompanying financial statements of Realty Parking Properties L.P. (the "Partnership") do not include all of the information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America. The unaudited interim financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of financial position, operating results and cash flows for the interim periods presented. All such adjustments are of a normal recurring nature. The unaudited interim financial information should be read in conjunction with the financial statements contained in the 2000 Annual Report. Note 2 - Cash and Cash Equivalents The Partnership considers all short-term investments with maturities of three months or less at dates of purchase as cash equivalents. Cash and cash equivalents consist entirely of cash and money market accounts and are stated at cost, which approximates market value at June 30, 2001 and December 31, 2000. Note 3 - Investment in Real Estate Investment in real estate is summarized as follows: June 30, 2001 December 31, 2000 Land $16,331,038 $17,224,496 Buildings 3,445,777 3,445,777 Land Improvements 173,653 188,653 ------=---- ----------- 19,950,468 20,858,926 Less accumulated depreciation 1,202,766 1,152,212 ----------- ----------- Total $18,747,702 $19,706,714 =========== =========== Depreciation of the garage structures is computed using the straight-line method over 31.5 years for property placed in service prior to January 1, 1994 and 39 years for property placed in service after January 1, 1994. Note 4 - Sales of Properties On June 1, 2001, the Partnership sold its Rochester, New York property for $550,000. The Partnership's investment in the property was $400,000, net of an impairment loss of $734,175 recorded in 1999. The gain from the sale totaled $132,767, net of expenses of $17,233. On March 1, 2001, the Partnership sold its Dayton, Ohio property for $500,000. The Partnership's investment in the property was $499,000, net of accumulated depreciation of $9,458 and an impairment loss of $679,959 recorded in 1999. The loss from the sale totaled $26,535, net of expenses of $27,535. On February 10, 2000, the Partnership sold its St. Paul-Tank, Minnesota property for $1,335,586. The Partnership's investment in the property was $372,558, net of accumulated depreciation of $1,189. The capital gain from the sale totaled $767,622, net of expenses of $195,406. -5- REALTY PARKING PROPERTIES L.P. Notes to Financial Statements June 30, 2001 (Unaudited) Note 5 - Related Party Transactions The General Partner earned a management fee of $7,557 and $8,000 (1% of gross revenues of the properties and other sources of income) during the three months ended June 30, 2001 and 2000, respectively, and $14,935 and $16,110 during the six months ended June 30, 2001 and 2000, respectively. The general partner was reimbursed for certain costs incurred relating to administrative and professional services of the Partnership totaling $32,520 and $28,057 for the three months ended June 30, 2001 and 2000, respectively, and $78,644 and $74,164 during the six months ended June 30, 2001 and 2000, respectively. Pursuant to an Investment Advisory Agreement, Central Parking System (the "Advisor") earns a fee upon disposition of a property equal to 2% of the contract price for the sale of the property. Such fee is earned for services rendered to advise the General Partner on the timing and pricing of property sales. As of June 30, 2001, the Advisor earned Advisory fees totaling $21,000 from the sales of the Dayton and Rochester properties. As of June 30, 2000, the Advisor earned an Advisory fee of $26,712 and was entitled to a lease termination fee of $87,604, in connection with the sale of the St. Paul-Tank property. Note 6 - Net Earnings Per Unit of Assignee and Limited Partnership Interest Net earnings per unit of assignee and limited partnership interest is disclosed on the Statements of Operations and is based upon 1,909,127 units outstanding. Note 7 - Subsequent Events On August 13, 2001, the Partnership will make a cash distribution totaling $378,263 of which 98% is allocable to Assignee and Limited Partners. This distribution was derived from funds provided by operating activities during the quarter ended June 30, 2001. Assignee and Limited Partners received a cash distribution of approximately $.19 per unit. On July 18, 2001, the Fund distributed the Rochester net sale proceeds totaling $532,767, or approximately $.28 per unit. In accordance with the Partnership Agreement, 100% of the net sale proceeds were distributed to Assignee and Limited Partners. -6- REALTY PARKING PROPERTIES L.P. 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 2001 and currently has no plans to use working capital to perform major repairs or improvements to any of its properties. The Partnership has sufficient cash and cash equivalents to satisfy its liquidity requirements for 2001. At June 30, 2001, the Partnership had a working capital position that included cash and cash equivalents of $1,258,233, accounts receivable (net of real estate taxes payable) of $68,961 and accounts payable of $66,194 (excluding real estate taxes). Cash and cash equivalents increased $56,466 during the second quarter of 2001. This increase represents the net effect of $280,590 in cash provided by operating activities, sale proceeds totaling $532,767, the quarterly distribution to investors totaling $284,422, and the Dayton sale proceeds distribution totaling $472,469. On June 1, 2001, the Partnership sold its Rochester, New York property for $550,000. The Partnership's investment in the property was $400,000, net of an impairment loss of $734,175 recorded in 1999. The gain from the sale totaled $132,767, net of expenses of $17,233. The net sale proceeds totaling $532,767, or $.28 per unit, were distributed to investors on July 18, 2001. In accordance with the Partnership Agreement, 100% of the net sale proceeds were distributed to Assignee and Limited Partners. On March 1, 2001, the Partnership sold its Dayton, Ohio property for $500,000. The Partnership's investment in the property was $499,000, net of accumulated depreciation of $9,458 and an impairment loss of $679,959 recorded in 1999. The loss from the sale totaled $26,535, net of expenses of $27,535. The net sale proceeds totaling $472,469, or $.25 per unit, were distributed to investors on April 20, 2001. In accordance with the Partnership Agreement, 100% of the net sale proceeds were distributed to Assignee and Limited Partners. On August 13, 2001, the Partnership will make a cash distribution totaling $378,263 of which 98% was allocated to Assignee and Limited Partners. This distribution is derived from funds provided by operating activities during the quarter ended June 30, 2001. Assignee and Limited Partners will receive a cash distribution of approximately $.19 per unit. Results of Operations Parking lot revenue includes base and percentage rents earned pursuant to the lease agreements with the Advisor, and the net operating revenues of the properties operated under management contracts. The Partnership leases eight of its properties to the Advisor under terms that include a minimum rent calculated as a percentage of certain acquisition costs. In addition, the Advisor is obligated to pay percentage rent, calculated as a percentage of gross parking revenues in excess of a base amount. In 2001, three properties were managed by parking operators under separate management contracts with the Partnership, two of which were sold (Dayton and Rochester). Under the terms of the management contracts, the operators forward the property's net operating revenues to the Partnership. The operator's management fee is generally fixed, but may include an annual incentive fee if operations exceed budget. The Partnership is responsible for the payment of real estate taxes for properties operated under a management contracts. -7- REALTY PARKING PROPERTIES L.P. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations (continued) Total parking lot rents of $435,327 were earned during the second quarter of 2001, reflecting a decrease of $49,117 from the same period in 2000. Total parking lot rents of $801,639 were earned during the six months ended June 30, 2001, reflecting a decrease of $161,388 from the same period in 2000. The decrease in 2001 is primarily due to the decline in revenues from the properties being operated under management contracts, totaling $93,917. The Kansas City property's lease was renewed at a lower rate, causing a decline of $17,670 in revenues during 2001. The Reno property's lease expired in November 2000 and has not been renewed, causing a decline of $30,275 in revenues during 2001. The balance of the decline is due to property sales and slightly lower percentage rents. Expenses incurred during the three and six months ended June 30, 2001, net of depreciation, totaled $67,036 and $160,995, respectively, reflecting increases of $16,615 and $55,380 over the same periods in 2000. The increase is primarily due to real estate tax expense incurred for the properties operated under management contracts. Additionally, the state of Tennessee has imposed franchise and excise taxes on the Partnership's property in Nashville. Outlook The Partnership has signed contracts for the sales of the St. Paul-Jackson and the Reno properties. The potential buyers are currently performing their due diligence and there is no assurance that the properties will be sold. -8- REALTY PARKING PROPERTIES L.P. PART I. FINANCIAL INFORMATION Item 3. Quantitative and Qualitative Disclosures About Market Risk Inapplicable PART II. OTHER INFORMATION Item 1. Legal Proceedings Inapplicable Item 2. Changes in Securities and Use of Proceeds Inapplicable Item 3. Defaults upon Senior Securities Inapplicable Item 4. Submission of Matters to a Vote of Security Holders Inapplicable Item 5. Other Information Inapplicable Item 6. Exhibits and Reports on Form 8-K None. -9- 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: 8/9/01 By: /s/ John M. Prugh John M. Prugh President and Director Realty Parking Company, Inc. General Partner DATE: 8/9/01 By: /s/ Timothy M. Gisriel Timothy M. Gisriel Treasurer Realty Parking Company, Inc. General Partner -10- -----END PRIVACY-ENHANCED MESSAGE-----