-----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, PXja0FhE6a5NBD7OfDRNM2rGXLT7gWhmLe5EgH/h+gjVhNr13Tj1NS1wXK+y6Tua Bz/Rmu1gh6beKakA6KnHJw== 0000841127-04-000005.txt : 20040809 0000841127-04-000005.hdr.sgml : 20040809 20040809112547 ACCESSION NUMBER: 0000841127-04-000005 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040630 FILED AS OF DATE: 20040809 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: 04959954 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 parkingfiling10q63004.txt REALTY PARKING 10Q FOR QUARTER ENDING 6/30/04 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, 2004 { } 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, 2004 Commission file number 0-17616 Realty Parking Properties L.P. (Exact Name of Registrant as Specified in its Charter) Delaware 52-1591575 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 300 East Lombard Street, Baltimore, Maryland 21202 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (410) 727-4083 (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______ Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes No X 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 8 Item 4. Controls and procedures 8 Part II. Other Information Item 1. through Item 6. 9-12 Signatures 13 REALTY PARKING PROPERTIES L.P. Balance Sheets
June 30, 2004 December 31, (Unaudited) 2003 -------------------- ------------------- Assets Property held for sale $ 743,083 $ 793,083 Cash and cash equivalents 505,947 551,224 Other assets 12,098 21,880 -------------------- ------------------- $ 1,261,128 $ 1,366,187 ==================== =================== Liabilities and Partners' Capital Liabilities Accounts payable and accrued expenses $ 16,111 $ 52,124 Due to affiliate 17,958 26,958 -------------------- ------------------- 34,069 79,082 -------------------- ------------------- Partners' Capital General Partner (1,201) - Assignee and Limited Partnership Interests - $25 stated value per unit, 1,909,127 units outstanding 1,228,160 1,287,005 Subordinated Limited Partner 100 100 -------------------- ------------------- 1,227,059 1,287,105 -------------------- ------------------- $ 1,261,128 $ 1,366,187 ==================== ===================
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, 2004 2003 2004 2003 ---------------------------- ---------------------------- Revenues Interest income $ 283 $ 8,305 $ 1,067 $ 10,377 ------------- ------------- ------------ -------------- Expenses Administrative, including amounts to related party 15,315 22,565 35,660 61,776 Professional fees 800 6,000 7,300 12,500 ------------- ------------- ------------ -------------- 16,115 28,565 42,960 74,276 ------------- ------------- ------------ -------------- Loss from continuing operations (15,832) (20,260) (41,893) (63,899) Discontinued operations (34,101) 4,014,270 (18,153) 4,243,666 ------------- ------------- ------------ -------------- Net earnings (loss) $ (49,933) $ 3,994,010 $ (60,046) $ 4,179,767 ============= ============= ============ ============== Net earnings (loss) per unit of assignee and limited partnership interest-basic Continuing operations $ (0.01) $ (0.01) $ (0.02) $ (0.03) Discontinued operations (0.02) 2.10 (0.01) 2.22 ------------- ------------- ------------ ------------- Total $ (0.03) $ 2.09 $ (0.03) $ 2.19 ============= ============= ============ ==============
See accompanying notes to financial statements 2 REALTY PARKING PROPERTIES L.P. Statements of Partners' Capital Six Months Ended June 30, 2004 and 2003 (Unaudited)
Assignee and Limited Subordinated Partnership Limited General Interests Partner Partner Total -------------------------------------------------------------- Balance at December 31, 2003 $ 1,287,005 $ 100 $ - $ 1,287,105 Net loss (58,845) - (1,201) (60,046) -------------- ------------ -------------- --------------- Balance at June 30, 2004 $ 1,228,160 $ 100 $ (1,201) $ 1,227,059 ============== ============ ============== =============== Balance at December 31, 2002 $ 14,417,101 $ 100 $ - $ 14,417,201 Net earnings 4,170,439 - 9,328 4,179,767 Distributions to partners Operations (457,038) - (9,328) (466,366) Sales proceeds (6,441,554) - - (6,441,554) -------------- ------------ -------------- --------------- Balance at June 30, 2003 $ 11,688,948 $ 100 $ - $ 11,689,048 ============== ============ ============== ===============
See accompanying notes to financial statements 3 REALTY PARKING PROPERTIES L.P. Statements of Cash Flows (Unaudited)
Six Months Ended June 30, June 30, 2004 2003 -------------------------------------- Cash flows from operating activities Net earnings (loss) $ (60,046) $ 4,179,767 Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities Gain on properties, net - (3,769,433) Impairment loss 50,000 - Depreciation - 17,960 Changes in assets and liabilities Decrease in accounts receivable and real estate taxes payable, net - 35,781 Decrease in other assets 9,782 - Decrease in accounts payable and accrued expenses (36,013) (4,310) Increase (decrease) in due to affiliate (9,000) 348,457 -------------------- ------------------- Net cash provided by (used in) operating activities (45,277) 808,222 -------------------- ------------------- Cash flows from investing activities - proceeds from sales of properties, net - 6,441,554 -------------------- ------------------- Cash flows from financing activities - distributions to partners - (6,907,920) -------------------- ------------------- Net increase (decrease) in cash and cash equivalents (45,277) 341,856 Cash and cash equivalents Beginning of period 551,224 687,402 -------------------- ------------------- End of period $ 505,947 $ 1,029,258 ==================== ===================
See accompanying notes to financial statements 4 REALTY PARKING PROPERTIES L.P. Notes to Financial Statements June 30, 2004 (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 for 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 2003 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 of cash and money market accounts and are stated at cost, which approximated market value at June 30, 2004 and December 31, 2003. Note 3 - Property Held for Sale and Discontinued Operations At June 30, 2004 and December 31, 2003, the Partnership classified its remaining property in Kansas City as held for sale in the balance sheet, as noted below. In accordance with the provisions of SFAS No. 144, the results of operations of this property and the five properties sold during 2003 are reported in discontinued operations. Income from discontinued operations is summarized as follows: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2004 2003 2004 2003 ----------- ------------- ------------ ------------- Revenues $ 27,500 $ 278,637 $ 55,000 $ 543,024 Expenses (11,601) (33,800) (23,153) (68,791) Impairment loss (50,000) - (50,000) - Gain on sales of properties, net - 3,769,433 - 3,769,433 ----------- ------------- ------------ ------------- $ (34,101) $ 4,014,270 $ (18,153) $ 4,243,666 =========== ============= ============ ============= The Partnership's Kansas City property is subject to a contract of sale. The prospective buyer has completed its due diligence and $50,000 of non refundable earnest money is being held by the escrow agent. The closing should occur during the third quarter of 2004, however, there is no assurance that the contract will result in a sale. The Partnership's investment in the property is $743,083, net of accumulated depreciation of $385,796 and impairment losses totaling $956,500 ($906,500 recorded in the second half of 2003 and $50,000 recorded in the second quarter of 2004). The impairment losses were recorded to reflect the fair value of the property less estimated expenses associated with the sale under the terms of the contract at that time. 5 REALTY PARKING PROPERTIES L.P. Notes to Financial Statements June 30, 2004 (Unaudited) Note 3 - Property Held for Sale and Discontinued Operations (continued) On April 15, 2003, the Partnership sold its Birmingham, Alabama property for $1,900,000. The Partnership's investment in the property was $875,726, net of accumulated depreciation of $313,877. The gain from the sale totaled $807,060, net of expenses of $217,214. On April 15, 2003, the Partnership sold its Milwaukee property for $5,000,000. The Partnership's investment in the property was $1,796,395, net of accumulated depreciation of $606,743. The gain from the sale totaled $2,962,373, net of expenses of $241,232. Note 4 - Related Party Transactions The General Partner earned property management fees of $661 and $3,320 (1% of the gross revenues of the properties and other sources of income) during the three months ended June 30, 2004 and 2003, respectively, and $1,273 and $7,831 during the six months ended June 30, 2004 and 2003, respectively (which were recorded in discontinued operations). The General Partner was reimbursed for certain costs incurred relating to administrative and professional services of the Partnership totaling $17,297 and $28,799 for the three months ended June 30, 2004 and 2003, respectively, and $39,836 and $52,869 for the six months ended June 30, 2004 and 2003, 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 a property. Such fee is earned for services rendered to advise the General Partner on the timing and pricing of a property sale. As of June 30, 2003, the Advisor earned Advisory fees totaling $138,000 from the sales of the Birmingham and Milwaukee properties. Additionally, the Advisor earned lease termination fees totaling $190,946 at June 30, 2003 from the sales of the two properties. Note 5 - Net Earnings (Loss) Per Unit of Assignee and Limited Partnership Interest Net earnings (loss) per unit of assignee and limited partnership interest is disclosed on the statements of operations and is based upon 1,909,127 units outstanding. 6 REALTY PARKING PROPERTIES L.P. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources At June 30, 2004, the Partnership had a working capital position that included cash of $505,947, and accounts payable and accrued expenses of $34,069. Cash and cash equivalents decreased $17,952 during the second quarter of 2004, as a result of operating activities. The Partnership has suspended distributions pending the sale of its final property in Kansas City. A final liquidating distribution will be made upon completion of its sale. 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 the Kansas City property held for sale at June 30, 2004, and the five properties sold in 2003. 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. Continuing Operations Continuing operations includes interest earned on cash and cash equivalents and administrative expenses and professional fees not directly identifiable with a specific property sold or held for sale. Expenses incurred during the three and six months ended June 30, 2004 totaled $16,115 and $42,960 reflecting decreases of $12,450 and $31,316 from the same periods in 2003, respectively. The decreases are the result of lower administrative expenses, as a result of the five property sales in 2003. Discontinued Operations Discontinued operations reflect parking revenue from the Partnership's Kansas City property held for sale at June 30, 2004 and the five properties sold in 2003. Parking lot revenue of $27,500 and $55,000 was earned during the three and six months ended June 30, 2004, reflecting decreases of $251,137 and $488,024 from the same periods in 2003, respectively. The decreases are the result of the five property sales in 2003. Expenses incurred during the three and six months ended June 30, 2004 totaled $11,601 and $23,153 reflecting decreases of $22,199 and $45,638 from the same periods in 2003, respectively. The decreases are the result of the five property sales in 2003. The Partnership's Kansas City property is subject to a contract of sale. The prospective buyer has completed its due diligence and $50,000 of non refundable earnest money is being held by the escrow agent. The closing should occur during the third quarter of 2004, however, there is no assurance that the contract will result in a sale. The Partnership's investment in the property is $743,083, net of accumulated depreciation of $385,796 and impairment losses totaling $956,500 ($906,500 recorded in the second half of 2003 and $50,000 recorded in the second quarter of 2004). The impairment losses were recorded to reflect the fair value of the property less estimated expenses associated with the sale under the terms of the contract at that time. 7 REALTY PARKING PROPERTIES L.P. Management's Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies Critical accounting policies are those that are both important to the presentation of financial condition and results of operations and require management's most difficult, complex or subjective judgments. The Partnership's critical accounting policy relates to the evaluation of impairment of long-lived assets. If events or changes in circumstances indicate that the carrying value of a property to be held and used may be impaired, a recoverability analysis is performed based on estimated undiscounted cash flows to be generated from the property in the future. If the analysis indicates that the carrying value is not recoverable from future cash flows, the property is written down to its estimated fair value and an impairment loss is recognized. If the Partnership decides to sell a property, it evaluates the recoverability of the carrying amount of the assets. If the evaluation indicates that the carrying value is not recoverable from estimated net sales proceeds, the property is written down to estimated fair value less costs to sell and an impairment loss is recognized. The estimates of cash flows and fair values of the properties are based on current market conditions and consider matters such as each of the parking properties' parking rates, operating expenses and/or the terms of a net lease with a parking operator, recent sales data for comparable properties and, where applicable, contracts or the results of negotiations with purchasers or prospective purchasers. These estimates are subject to revision as market conditions, and the Partnership's assessment of them, change. PART I. FINANCIAL INFORMATION Item 3. Quantitative and Qualitative Disclosures About Market Risk Inapplicable Item 4. Controls and Procedures An evaluation was performed under the supervision of management, including the Chief Executive Officer and Chief Financial Officer of the General Partner, of the effectiveness as of June 30, 2004 of the design and operation of disclosure controls and procedures as defined in Rule 13a-15 of the rules promulgated under the Securities and Exchange Act of 1934, as amended. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer of the General Partner concluded that the design and operation of these disclosure controls and procedures were effective. No changes in the Partnership's internal control over financial reporting occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Partnership's internal control over financial reporting. 8 REALTY PARKING PROPERTIES L.P. PART II. OTHER INFORMATION Item 1. Legal Proceedings Inapplicable Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities 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 a. Exhibits (31.1) Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (31.2) Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (32) Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. b. Reports on Form 8-K: None 9 Exhibit 31.1 REALTY PARKING PROPERTIES L.P. Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, John M. Prugh, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Realty Parking Properties L.P.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures [as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)] for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: 08/06/04 By: /s/ John M. Prugh John M. Prugh Chief Executive Officer Realty Parking Company, Inc. General Partner 10 Exhibit 31.2 REALTY PARKING PROPERTIES L.P. Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Timothy M. Gisriel, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Realty Parking Properties L.P.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures [as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)] for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: 08/06/04 By: /s/ Timothy M. Gisriel Timothy M. Gisriel Chief Financial Officer Realty Parking Company, Inc. General Partner 11 Exhibit 32 REALTY PARKING PROPERTIES L.P. CERTIFICATION PURSUANT TO 18 U.S.C. ss. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the filing of Realty Parking Properties L.P.'s (the "Partnership") Quarterly Report on Form 10-Q for the period ending June 30, 2004 with the Securities and Exchange Commission on the date hereof (the "Report"), We certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership. Date: 08/06/04 By: /s/ John M. Prugh John M. Prugh Chief Executive Officer Realty Parking Company, Inc. General Partner Date: 08/06/04 By: /s/ Timothy M. Gisriel Timothy M. Gisriel Chief Financial Officer Realty Parking Company, Inc. General Partner 12 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: 08/06/04 By: /s/ John M. Prugh John M. Prugh President and Director Realty Parking Company, Inc. General Partner DATE: 08/06/04 By: /s/ Timothy M. Gisriel Timothy M. Gisriel Treasurer Realty Parking Company, Inc. General Partner 13 -----END PRIVACY-ENHANCED MESSAGE-----