REALTY PARKING PROPERTIES LP
10-Q, 1996-11-12
REAL ESTATE
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                                                     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 September 30, 1996

        {   }  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 September 30, 1996 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



<PAGE>
                                          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



Part II.      Other Information

    Item 1. through Item 6.                                              8

     Signatures                                                          9


<PAGE>
                REALTY PARKING PROPERTIES L.P.
                        Balance Sheets
                         (Unaudited)

<TABLE>
<CAPTION>
                                                               September 30,   December 31,
                                                                    1996           1995


Assets
<S>                                                           <C>             <C>
  Investment in real estate                                   $   33,203,360  $ 33,133,018
  Cash and cash equivalents                                        1,189,152     1,495,960
  Accounts receivable                                                363,400       329,400

                                                              $   34,755,912  $ 34,958,378


Liabilities and Partners' Capital
    Accounts payable and accrued expenses                     $       29,011  $     26,802
    Due to affiliates                                                 26,298        28,834
    Real estate taxes payable                                        329,400       329,400
                                                                     384,709       385,036


  Partners' Capital
    General Partner                                                  (48,756)      (44,713)
    Assignor Limited Partner
      Assignment of limited partnership interests-
        $25 stated value per unit, 1,909,087 units outstanding    34,418,894    34,616,985
      Limited partnership interests-
        $25 stated value per unit, 40 units outstanding                  965           970
    Subordinated Limited Partner                                         100           100
                                                                  34,371,203    34,573,342

                                                              $   34,755,912  $ 34,958,378
</TABLE>


        See accompanying notes to financial statements
                              1

<PAGE>
   REALTY PARKING PROPERTIES L.P.
      Statements of Operations
            (Unaudited)

<TABLE>
<CAPTION>
                                     Three Months Ended     Nine Months Ended
                                     Sept. 30,  Sept. 30,   Sept. 30,   Sept. 30,
                                       1996       1995         1996        1995

Revenues
<S>                                 <C>        <C>         <C>         <C>
   Parking lot rental               $ 617,968  $ 582,234   $1,812,436  $1,776,428
   Interest income                     16,304     21,062       51,116      65,929
                                      634,272    603,296    1,863,552   1,842,357

Expenses
   Administrative, including amounts
       to related party                24,382     23,843       77,913      77,807
   Professional fees                    4,750      4,600       14,550      15,600
   Management fees to related party     9,102      7,737       27,851      25,631
   Depreciation of properties          30,156     29,260       90,468      87,780
                                       68,390     65,440      210,782     206,818

Net earnings                        $ 565,882  $ 537,856   $1,652,770  $1,635,539

Net earnings per unit of assignee
  limited partnership interest      $    0.29  $    0.28   $     0.85  $     0.84

</TABLE>


See accompanying notes to financial statements
2
<PAGE>
REALTY PARKING PROPERTIES L.P.
Statements of Partners' Capital
For the Nine Months Ended September 30, 1996 and 1995
         (Unaudited)

<TABLE>
<CAPTION>
                                  Assignor Limited Partner
                                        Assignee            Assignor  Subordinated
                                        Limited             Limited     Limited      General
                                        Partner             Partner     Partner      Partner      Total



<S>                          <C>                           <C>       <C>           <C>        <C>
Balance at December 31, 1995 $                 34,616,985  $    970  $        100  $ (44,713) $ 34,573,342

Net earnings                                    1,619,681        34           -       33,055     1,652,770

Distributions to partners                      (1,817,772)      (39)          -      (37,098)   (1,854,909)

Balance at September 30, 1996$                 34,418,894  $    965  $        100  $ (48,756) $ 34,371,203



Balance at December 31, 1994 $                 34,891,301  $    977  $        100  $ (39,114) $ 34,853,264

Net earnings                                    1,602,795        34           -       32,710     1,635,539

Distributions to partners                      (1,817,772)      (39)          -      (37,098)   (1,854,909)

Balance at September 30, 1995$                 34,676,324  $    972  $        100  $ (43,502) $ 34,633,894

</TABLE>


See accompanying notes to financial statements
              3


<PAGE>

              REALTY PARKING PROPERTIES L.P.
                 Statements of Cash Flows
                       (Unaudited)

<TABLE>
<CAPTION>
                                                           Nine Months Ended
                                                           Sept. 30, 1996  Sept. 30, 1995


Cash flows from operating activities
<S>                                                       <C>             <C>
   Net earnings                                           $    1,652,770  $    1,635,539
   Adjustments to reconcile net earnings to net cash
     provided by operating activities
       Depreciation of properties                                 90,468          87,780
       Changes in assets and liabilities
         Increase in accounts receivable                         (34,000)            -
         Increase in accounts payable and accrued expenses         2,209          10,935
         Decrease in amounts due to affiliates                    (2,536)         (4,221)
Net cash provided by operating activities                      1,708,911       1,730,033

Cash flows from investing activities -
   additions to investment in real estate                       (160,810)            -

Cash flows from financing activities -
   distributions to partners                                  (1,854,909)     (1,854,909)


Net decrease in cash and cash equivalents                       (306,808)       (124,876)
Cash and cash equivalents
   Beginning of period                                         1,495,960       1,649,792

   End of period                                          $    1,189,152  $    1,524,916


</TABLE>


See accompanying notes to financial statements
                            4

<PAGE>
                                          REALTY PARKING PROPERTIES L.P.

                                           Notes to Financial Statements
                                                September 30, 1996
                                                    (Unaudited)


(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 generally accepted accounting principles. The unaudited
         interim financial  statements reflect all adjustments which are, in the
         opinion of management, necessary to a fair statement of the results 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 1995
         Annual Report.


(2)      Cash and Cash Equivalents

         The Partnership  considers all highly liquid  investments with original
         maturities  of three  months or less to be cash  equivalents.  Cash and
         cash equivalents consist entirely of cash and money market accounts and
         are stated at cost,  which  approximates  market value at September 30,
         1996 and December 31, 1995.

(3)      Investment in Real Estate

         Investment  in real  estate is  stated  at the lower of net  realizable
         value  or cost,  net of  accumulated  depreciation,  and  includes  the
         purchase price and all costs of acquisition of parking sites  acquired,
         and is summarized as follows:
<TABLE>
<CAPTION>

                                                              September 30, 1996         December 31, 1995

<S>                                                                 <C>                       <C>
         Land                                                       $30,207,717               $30,207,717
         Buildings                                                    3,445,776                 3,284,966
         Land Improvements                                              190,804                   190,804
                                                                     33,844,297                33,683,487
         Less:  accumulated depreciation                               (640,937)                 (550,469)
                                 Total                              $33,203,360               $33,133,018
</TABLE>

         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.

(4)      Related Party Transactions

         The Partnership's  general partner earned a property  management fee of
         $9,102 and $27,851 (1% of gross  revenues of the  properties  and other
         sources of income) during the three and nine months ended September 30,
         1996,  respectively,  and $7,737 and $25,631  during the three and nine
         months ended September 30, 1995,  respectively.  The general partner is
         reimbursed for certain costs incurred  relating to  administrative  and
         professional  services of the Partnership  totaling $17,196 and $63,523
         for the three and nine months ended  September 30, 1996,  respectively,
         and $27,531 and $79,611 for the three and nine months  ended  September
         30, 1995, respectively.


(5)      Net Earnings Per Unit of Assigned Limited Partnership Interest

         Net  earnings  per unit of  assignee  limited  partnership  interest is
         disclosed on the  Statements of Operations  and is based upon 1,909,087
         units outstanding.



                                                      -5-

<PAGE>

                                          REALTY PARKING PROPERTIES L.P.

                                           Notes to Financial Statements
                                                September 30, 1996
                                                    (Unaudited)

(6)      Subsequent Event

         On November 12, 1996,  the  Partnership  will make a cash  distribution
         totaling  $618,303  of which  98% is  allocated  to  Unitholders.  This
         distribution  is derived from funds  provided by operations  during the
         quarter ended  September 30, 1996 of $596,038,  and a return of capital
         of $22,265.  Holders of Units will receive a cash distribution of $.317
         per $25 unit.



                                                      -6-
<PAGE>
                                          REALTY PARKING PROPERTIES L.P.

                              Management's Discussion and Analysis of Financial
                                        Condition and Results of Operations

Liquidity and Capital Resources

         At September 30, 1996, the Partnership  had a working capital  position
that includes cash and cash  equivalents of $1,189,152  and accounts  payable of
$29,011.  Cash and cash equivalents  decreased $180,510 during the third quarter
of 1996. This decrease represents the net effect of $598,603 in cash provided by
operating  activities,  capital  expenditures of $160,810 and  distributions  to
investors of $618,303.

         In  connection  with  its  initial  public  offering,  the  Partnership
allocated  approximately  $2,386,000 (5% of gross offering  proceeds) as working
capital  reserves and has released  $2,335,537 of these  reserves as part of its
quarterly cash  distributions  from  inception  through  September,  1996. It is
anticipated   that  remaining   reserves  will  be  sufficient  to  satisfy  the
Partnership's liquidity requirements.

         On November 12,  1996,  the  Partnership  will make a  distribution  to
investors of $618,303. This distribution is comprised $596,038 of funds provided
by  operations  during the quarter  ended  September  30, 1996,  and a return of
capital of $22,265 deemed available for distribution by the General Partner.

         In  August,  the  Partnership   completed  the  conversion  of  certain
first-floor  retail space in its Birmingham garage to additional  parking.  This
conversion  resulted in the  addition of 42 parking  spaces.  The total cost for
this work was $160,810,  slightly greater than the originally  estimated amount.
The  additional  costs  were  attributed  to  certain  additional  work that was
required by the City of Birmingham.  The Partnership currently has no additional
plans to use any working capital to perform major repairs or improvements to any
of its properties.  No acquisitions of additional  properties are anticipated in
the foreseeable future.

Results of Operations

         The Partnership  leases its facilities to parking operators under terms
that  typically  include a minimum rent  calculated  as a percentage  of certain
acquisition  costs.  In  addition,   lessees  are  typically  obligated  to  pay
percentage rent, calculated as a percentage of gross parking revenues.

         Total parking lot rents of $617,968 (97% of total revenues) were earned
in the third  quarter of 1996, a 6% increase  over the same period in 1995.  For
the first nine months of 1996,  parking lot rents were  $1,812,436,  up slightly
over the same  period  in 1995.  During  the  first  nine  months  of 1996,  the
Partnership earned the following percentage rents: Little Rock $417,  Birmingham
$30,360  and  Milwaukee  $34,000.  In  comparison,  the  Partnership  earned the
following  percentage rents during the same period in 1995:  Birmingham  $29,727
and  Milwaukee  $17,775.  With the  exception  of Little  Rock,  Birmingham  and
Milwaukee,  all of the Partnership's other parking lot rents earned,  during the
first nine months of 1996,  represented minimum rents under the applicable lease
agreements.  All of the  properties in the  Partnership's  portfolio have leases
that have been in effect for at least three years. Accordingly, the minimum rent
expected in 1996,  measured as a percentage of the  Partnership's  basis in each
lease, is 7%.

         Interest  earnings  decreased  by $4,758 in the third  quarter of 1996,
compared to the same period in 1995. For the first nine months of 1996, interest
income totaled  $51,116,  a $14,813 decrease over the same period in 1995. These
decreases were primarily the result of lower average cash balances in 1996.

         Expenses in the third quarter of 1996, net of  depreciation,  increased
by 5.6% when  compared to the same period in 1995.  The increase was largely due
to higher administrative  costs. In the first nine months of 1996 expenses,  net
of amortization and depreciation,  totaled $120,314,  a slight increase over the
same period in 1995. It is expected  that 1996 expenses  should remain near 1995
levels.

         The Partnership,  in accordance with its original investment  strategy,
continues to examine  opportunities  for  disposition of its  facilities.  It is
anticipated  that the highest level returns will be obtained from property sales
to buyers who desire the site for a near term development project.

                                                      -7-

<PAGE>

                                          REALTY PARKING PROPERTIES L.P.



PART II.  OTHER INFORMATION


Item 1.     Legal Proceedings

                  Inapplicable

Item 2.     Changes in 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:   None

                  b)  Reports on Form 8-K:   None


                                                        -8-

<PAGE>

                                          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:  8/6/96                                     By:   /s/  John M. Prugh
                                                  John M. Prugh
                             President and Director
                          Realty Parking Company, Inc.
                                                  General Partner



DATE:  8/6/96                                     By:  /s/ Timothy M. Gisriel
                                                  Timothy M. Gisriel
                                                  Treasurer
                          Realty Parking Company, Inc.
                                                  General Partner






                                                        -9-

<PAGE>

<TABLE> <S> <C>

<ARTICLE>                                                      5
<LEGEND>
(Replace this text with legend, if applicable)
</LEGEND>
<CIK>                                                     841127
<NAME>                                  Realty Parking Properties L.P.
<MULTIPLIER>                                                   1
<CURRENCY>                                          U.S. DOLLARS
       
<S>                                                <C>
<PERIOD-TYPE>                                              9-MOS
<FISCAL-YEAR-END>                                    DEC-31-1996
<PERIOD-START>                                        JAN-1-1996
<PERIOD-END>                                         SEP-30-1996
<EXCHANGE-RATE>                                                1
<CASH>                                                 1,189,152
<SECURITIES>                                                   0
<RECEIVABLES>                                            363,400
<ALLOWANCES>                                                   0
<INVENTORY>                                                    0
<CURRENT-ASSETS>                                       1,552,552
<PP&E>                                                         0
<DEPRECIATION>                                                 0
<TOTAL-ASSETS>                                        34,755,912
<CURRENT-LIABILITIES>                                    384,709
<BONDS>                                                        0
                                          0
                                                    0
<COMMON>                                                       0
<OTHER-SE>                                                     0
<TOTAL-LIABILITY-AND-EQUITY>                          34,755,912
<SALES>                                                        0
<TOTAL-REVENUES>                                       1,863,552
<CGS>                                                          0
<TOTAL-COSTS>                                                  0
<OTHER-EXPENSES>                                         210,782
<LOSS-PROVISION>                                               0
<INTEREST-EXPENSE>                                             0
<INCOME-PRETAX>                                        1,652,770
<INCOME-TAX>                                                   0
<INCOME-CONTINUING>                                    1,652,770
<DISCONTINUED>                                                 0
<EXTRAORDINARY>                                                0
<CHANGES>                                                      0
<NET-INCOME>                                           1,652,770
<EPS-PRIMARY>                                              0.000
<EPS-DILUTED>                                              0.000
        

</TABLE>


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