REALTY PARKING PROPERTIES LP
10-Q, 1996-05-13
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      March 31, 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  March 31, 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>
                                                               March 31,    December 31,
                                                                  1996          1995


Assets
<S>                                                           <C>          <C>
  Investment in real estate                                   $33,102,862  $ 33,133,018
  Cash and cash equivalents                                     1,435,169     1,495,960
  Accounts receivable                                             329,400       329,400

                                                              $34,867,431  $ 34,958,378


Liabilities and Partners' Capital
    Accounts payable and accrued expenses                     $    19,838  $     26,802
    Due to affiliates                                              36,388        28,834
    Real estate taxes payable                                     329,400       329,400
                                                                  385,626       385,036


  Partners' Capital
    General Partner                                               (46,544)      (44,713)
    Assignor Limited Partner
      Assignment of limited partnership interests-
        $25 stated value per unit, 1,909,087 units outstanding 34,527,281    34,616,985
      Limited partnership interests-
        $25 stated value per unit, 40 units outstanding               968           970
    Subordinated Limited Partner                                      100           100
                                                               34,481,805    34,573,342

                                                              $34,867,431  $ 34,958,378










        See accompanying notes to financial statements
                              1
</TABLE>
<PAGE>
   REALTY PARKING PROPERTIES L.P.
      Statements of Operations
            (Unaudited)




<TABLE>
<CAPTION>
                                                         Three Months Ended
                                                         March 31,  March 31,
                                                           1996       1995

Revenues
<S>                                                     <C>        <C>
   Parking lot rental                                   $ 582,234  $ 580,258
   Interest income                                         17,869     22,141
                                                          600,103    602,399

Expenses
   Administrative, including amounts
       to related party                                    28,838     26,860
   Professional fees                                        5,050      6,400
   Management fees to related party                         9,293      9,253
   Depreciation of properties                              30,156     29,260
                                                           73,337     71,773

Net earnings                                            $ 526,766  $ 530,626

Net earnings per unit of assignee
  limited partnership interest                          $    0.27  $    0.27










                 See accompanying notes to financial statements
                                       2
</TABLE>
<PAGE>
REALTY PARKING PROPERTIES L.P.
Statements of Partners' Capital
For the Three Months Ended March 31, 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                                     516,220        11           -       10,535      526,766

Distribution to partners                        (605,924)      (13)          -      (12,366)    (618,303)

Balance at March 31, 1996   $                 34,527,281  $    968  $        100  $ (46,544) $34,481,805



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

Net earnings                                     520,002        11           -       10,613      530,626

Distribution to partners                        (605,924)      (13)          -      (12,366)    (618,303)

Balance at March 31, 1995   $                 34,805,379  $    975  $        100  $ (40,867) $34,765,587



See accompanying notes to financial statements
             3
</TABLE>
<PAGE>
              REALTY PARKING PROPERTIES L.P.
                 Statements of Cash Flows
                       (Unaudited)

<TABLE>
<CAPTION>

                                                           Three Months Ended
                                                           March 31, 1996  March 31, 1995


Cash flows from operating activities
<S>                                                       <C>             <C>
   Net earnings                                           $      526,766  $      530,626
   Adjustments to reconcile net earnings to net cash
     provided by operating activities
       Depreciation of properties                                 30,156          29,260
       Changes in assets and liabilities
         Decrease in accounts payable and accrued expenses        (6,964)         (2,837)
         Increase in amounts due to affiliates                     7,554           6,482
Net cash provided by operating activities                        557,512         563,531


Cash flows from financing activities -
   distribution to partners                                     (618,303)       (618,303)


Net decrease in cash and cash equivalents                        (60,791)        (54,772)
Cash and cash equivalents
   Beginning of period                                         1,495,960       1,649,792

   End of period                                          $    1,435,169  $    1,595,020




See accompanying notes to financial statements
                            4
</TABLE>
<PAGE>
                                          REALTY PARKING PROPERTIES L.P.

                                           Notes to Financial Statements
                                                  March 31, 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)      New Accounting Pronouncement

         In March 1995, The Financial  Accounting Standards Boards (FASB) issued
         Statement of Financial Accounting Standards No. 121 "Accounting for the
         Impairment  of  Long-Lived  Assets  and  for  Long-Lived  Assets  to be
         Disposed Of"  (Statement  121).  Statement  121  provides  guidance for
         recognition and measurement of impairment of long-lived assets, certain
         identifiable intangibles and goodwill related both to assets to be held
         and used and assets to be disposed of. The Fund adopted  Statement  121
         during  the first  quarter  of 1996 and the  adoption  did not have any
         impact on its consolidated financial statements.

(3)      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 March 31, 1996
         and December 31, 1995.

(4)      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>

                                                                  March 31, 1996         December 31, 1995

<S>                                                                 <C>                       <C>
         Land                                                       $30,207,717               $30,207,717
         Buildings                                                    3,284,966                 3,284,966
         Land Improvements                                              190,804                   190,804
                                                                     33,683,487                33,683,487
         Less:  accumulated depreciation                               (580,625)                 (550,469)
                                 Total                              $33,102,862               $33,133,018

</TABLE>
         Depreciation of the garage buildings and land  improvements is computed
         using the straight-line method over 31.5 and 15 years, respectively.


(5)      Related Party Transactions

         The Partnership's  general partner earned a property  management fee of
         $9,293 and $9,253 (1% of gross  revenues  of the  properties  and other
         sources of income)  during the three  months  ended  March 31, 1996 and
         1995, respectively. The general partner is reimbursed for certain costs
         incurred  relating to administrative  and professional  services of the
         Partnership  totaling  $27,095 and $24,550 for the three  months  ended
         March 31, 1996 and 1995, respectively.



                                                      -5-

<PAGE>

                                          REALTY PARKING PROPERTIES L.P.

                                           Notes to Financial Statements
                                                  March 31, 1996
                                                    (Unaudited)

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

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

(7)      Subsequent Event

         On May 13, 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
         March 31, 1996 of $556,922, and a return of capital of $61,381. 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

         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 approximately  $2,246,131 of these reserves as
part of its quarterly cash  distributions from inception through March, 1996. It
is  anticipated  that  remaining  reserves  will be  sufficient  to satisfy  the
Partnership's  liquidity  requirements.  At March 31, 1996, the  Partnership had
cash  and  cash   equivalents   of  $1,435,169   available   for   improvements,
distributions and working capital reserves.  The Partnership invests these funds
in money market instruments.

         At present,  the  Partnership  is completing  the conversion of certain
first-floor  retail space in its Birmingham garage to additional  parking.  This
project,  which is expected to be completed during May, 1996, will result in the
addition of 42 parking spaces to the  Birmingham  facility at a budgeted cost of
$125,000. Other than the Birmingham project, the Partnership has no 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.

         The Partnership  will make a cash  distribution of $618,303 to partners
on May 13,1996.  This distribution  comprised  $556,922 of funds from operations
during the  quarter  ended  March 31,  1996,  and a return of capital of $61,381
deemed available for distribution by the General Partner.


Results of Operations

         Total parking lot rents of $582,234 (97% of total revenues) were earned
in the first quarter of 1996,  virtually  unchanged from the $580,258 of parking
lot rents  recorded for the first quarter of 1995.  All parking lot rents earned
in the first  quarter of 1995  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 1995,  measured as a percentage  of the  Partnership's
basis in each lease, is 7%.

         Interest  earnings  decreased  by $4,272 in the  first  quarter,  1996,
compared to first quarter,  1995. The decrease was  substantially  the result of
lower average cash balances in 1996.

         Expenses  in  the  first  quarter,   1996,  net  of  amortization   and
depreciation,  increased by 1.6% when  compared to the same period in 1995.  The
increase  results from somewhat  higher  administration  costs,  filing fees and
management  fees which equal 1% of the gross revenues of th parking  facilities.
In general, it is expected that 1996 expenses should remain near 1995 levels.

                                                      -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:  5/9/96                                     By:   /s/  John M. Prugh
                                                  John M. Prugh
                                                  President and Director
                                                  Realty Parking Company, Inc.
                                                  General Partner



DATE:  5/9/96                                     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>                                              3-MOS
<FISCAL-YEAR-END>                                    DEC-31-1996
<PERIOD-START>                                        JAN-1-1996
<PERIOD-END>                                         MAR-31-1996
<EXCHANGE-RATE>                                                1
<CASH>                                                 1,435,169
<SECURITIES>                                                   0
<RECEIVABLES>                                            329,400
<ALLOWANCES>                                                   0
<INVENTORY>                                                    0
<CURRENT-ASSETS>                                       1,764,569
<PP&E>                                                         0
<DEPRECIATION>                                                 0
<TOTAL-ASSETS>                                        34,867,431
<CURRENT-LIABILITIES>                                    385,626
<BONDS>                                                        0
                                          0
                                                    0
<COMMON>                                                       0
<OTHER-SE>                                                     0
<TOTAL-LIABILITY-AND-EQUITY>                          34,867,431
<SALES>                                                        0
<TOTAL-REVENUES>                                         600,103
<CGS>                                                          0
<TOTAL-COSTS>                                                  0
<OTHER-EXPENSES>                                          73,337
<LOSS-PROVISION>                                               0
<INTEREST-EXPENSE>                                             0
<INCOME-PRETAX>                                          526,766
<INCOME-TAX>                                                   0
<INCOME-CONTINUING>                                      526,766
<DISCONTINUED>                                                 0
<EXTRAORDINARY>                                                0
<CHANGES>                                                      0
<NET-INCOME>                                             526,766
<EPS-PRIMARY>                                              0.000
<EPS-DILUTED>                                              0.000
        



</TABLE>


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