REALTY PARKING PROPERTIES LP
10-Q, 1997-05-12
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 March 31, 1997

        {   }  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, 1997 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
                                                 1997         1996
                                               

Assets
<S>                                          <C>          <C>        
  Investment in real estate                  $33,140,642  $33,171,829
  Cash and cash equivalents                    1,101,941    1,134,392
  Accounts receivable                            316,488      351,858

                                             $34,559,071  $34,658,079


Liabilities and Partners' Capital
    Accounts payable and accrued expenses    $    30,764  $    31,469
    Due to affiliates                             45,718       41,402
    Real estate taxes payable                    315,588      315,588
                                                 392,070      388,459


  Partners' Capital
    General Partner                              (52,840)     (50,788)
    Assignee and Limited Partnership
      Interests - $25 stated value per 
      unit, 1,909,127 units outstanding       34,219,741   34,320,308
    Subordinated Limited Partner                     100          100
                                              34,167,001   34,269,620

                                             $34,559,071  $34,658,079

</TABLE>

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

                                           Three Months Ended
                                           March 31, March 31,
                                             1997      1996

Revenues
<S>                                       <C>       <C>
   Parking lot rental                     $585,103  $582,234
   Interest income                          13,231    17,869
                                           598,334   600,103

Expenses
   Administrative, including amounts
       to related party                     36,520    28,838
   Professional fees                         4,290     5,050
   Management fees to related party         10,653     9,293
   Depreciation of properties               31,187    30,156
                                            82,650    73,337

Net earnings                              $515,684  $526,766

Net earnings per unit of assignee and
  limited partnership interests           $   0.26  $   0.27

</TABLE>

See accompanying notes to financial statements
2
<PAGE>
REALTY PARKING PROPERTIES L.P.
Statements of Partners' Capital
For the Three Months Ended March 31, 1997 and 1996
        (Unaudited)
<TABLE>
<CAPTION>

                              Assignee
                             and Limited  Subordinated
                             Partnership    Limited      General
                              Interests     Partner      Partner      Total




<S>                          <C>         <C>           <C>        <C>
Balance at December 31, 1996$34,320,308  $        100  $ (50,788) $34,269,620

Net earnings                    505,370           -       10,314      515,684

Distribution to partners       (605,937)          -      (12,366)    (618,303)

Balance at March 31, 1997   $34,219,741  $        100  $ (52,840) $34,167,001



Balance at December 31, 1995$34,617,955  $        100  $ (44,713) $34,573,342

Net earnings                    516,231           -       10,535      526,766

Distribution to partners       (605,937)          -      (12,366)    (618,303)

Balance at March 31, 1996   $34,528,249  $        100  $ (46,544) $34,481,805


</TABLE>
See accompanying notes to financial statements
             3
<PAGE>
               REALTY PARKING PROPERTIES L.P.
                  Statements of Cash Flows
                        (Unaudited)
                                                              
<TABLE>
<CAPTION>
                                                             Three Months Ended
                                                             March 31, 19March 31, 


Cash flows from operating activities
<S>                                                         <C>         <C>       
   Net earnings                                             $  515,684  $  526,766
   Adjustments to reconcile net earnings to net cash
     provided by operating activities
       Depreciation of properties                               31,187      30,156
       Changes in assets and liabilities
         Decrease in accounts receivable                        35,370         -  
         Decrease in accounts payable and accrued expenses        (705)     (6,964)
         Increase in amounts due to affiliates                   4,316       7,554
Net cash provided by operating activities                      585,852     557,512

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


Net decrease in cash and cash equivalents                      (32,451)    (60,791)
Cash and cash equivalents
   Beginning of period                                       1,134,392   1,495,960

   End of period                                            $1,101,941  $1,435,169
</TABLE>

See accompanying notes to financial statements
                             4

<PAGE>
                                          REALTY PARKING PROPERTIES L.P.

                                           Notes to Financial Statements
                                                  March 31, 1997
                                                    (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 1996
         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 March 31, 1997
         and December 31, 1996.


(3)      Investment in Real Estate

         Investment in real estate is stated at the lower of fair value or cost,
         net of accumulated  depreciation,  and includes all related acquisition
         costs of the properties, and is summarized as follows:
<TABLE>
<CAPTION>

                                                                  March 31, 1997         December 31, 1996

<S>                                                                 <C>                       <C>
         Land                                                       $30,207,717               $30,207,717
         Buildings                                                    3,445,777                 3,445,777
         Land Improvements                                              190,804                   190,804
                                                                     33,844,298                33,844,298
         Less:  accumulated depreciation                               (703,656)                 (672,469)
                                 Total                              $33,140,642               $33,171,829
</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
         $10,653 and $9,293 (1% of gross  revenues of the  properties  and other
         sources of income)  during the three  months  ended  March 31, 1997 and
         1996, respectively. The general partner is reimbursed for certain costs
         incurred  relating to administrative  and professional  services of the
         Partnership  totaling  $35,065 and $27,095 for the three  months  ended
         March 31, 1997 and 1996, respectively.


(5)      Net Earnings Per Unit of Assignee and Limited Partnership Interests

         Net earnings per unit of assignee and limited partnership  interests is
         disclosed on the  Statements of Operations  and is based upon 1,909,127
         units outstanding.




                                                      -5-

<PAGE>

                                          REALTY PARKING PROPERTIES L.P.

                                           Notes to Financial Statements
                                                  March 31, 1997
                                                    (Unaudited)


(6)      Subsequent Event

         On May 14, 1997, 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, 1997 of $546,871, and a return of capital of $71,432. 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 March 31, 1997, the Partnership had a working capital  position that
includes  cash and cash  equivalents  of  $1,101,941  and  accounts  payable  of
$30,764. Cash and cash equivalents decreased $32,451 during the first quarter of
1997.  This decrease  represents  the net effect of $585,852 in cash provided by
operating activities 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 all of these reserves.  At March 31, 1997, the
Partnership had $1,101,941 of cash and cash equivalents invested in money market
instruments.  It is anticipated that remaining cash and cash equivalents will be
sufficient to satisfy the Partnership's liquidity requirements.

         On May 14, 1997, the Partnership  will make a distribution to investors
of  $618,303.  This  distribution  is  comprised  $546,871 of funds  provided by
operations  during the quarter ended March 31, 1997,  and a return of capital of
$71,432 deemed available for distribution by the General Partner.

         The  Partnership  currently  has no plans  to use  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 $585,103 (98% of total revenues) were earned
in the first  quarter  of 1997,  consistent  with the same  period  in 1996.  No
percentage rents were earned during the first quarter of 1997 or 1996.

         Interest  earnings  decreased  by $4,638 in the first  quarter of 1997,
compared to the same period in 1996.  This  decrease was primarily the result of
lower average cash balances in the first quarter of 1997.

         Expenses in the first quarter of 1997, net of  depreciation,  increased
by 19% when  compared to the same period in 1996.  This increase was largely due
to higher administrative costs,  including printing,  postage and travel related
expenses.

         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:  5/9/97                                     By:   /s/  John M. Prugh
                                                  John M. Prugh
                                                  President and Director
                                                  Realty Parking Company, Inc.
                                                  General Partner



DATE:  5/9/97                                     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-31-1997
<PERIOD-START>                                         JAN-1-1997
<PERIOD-END>                                          MAR-31-1997
<EXCHANGE-RATE>                                                 1
<CASH>                                                  1,101,941
<SECURITIES>                                                    0
<RECEIVABLES>                                             316,488
<ALLOWANCES>                                                    0
<INVENTORY>                                                     0
<CURRENT-ASSETS>                                        1,418,429
<PP&E>                                                          0
<DEPRECIATION>                                                  0
<TOTAL-ASSETS>                                         34,559,071
<CURRENT-LIABILITIES>                                     392,070
<BONDS>                                                         0
                                           0
                                                     0
<COMMON>                                                        0
<OTHER-SE>                                                      0
<TOTAL-LIABILITY-AND-EQUITY>                           34,559,071
<SALES>                                                         0
<TOTAL-REVENUES>                                          598,334
<CGS>                                                           0
<TOTAL-COSTS>                                                   0
<OTHER-EXPENSES>                                           82,650
<LOSS-PROVISION>                                                0
<INTEREST-EXPENSE>                                              0
<INCOME-PRETAX>                                           515,684
<INCOME-TAX>                                                    0
<INCOME-CONTINUING>                                       515,684
<DISCONTINUED>                                                  0
<EXTRAORDINARY>                                                 0
<CHANGES>                                                       0
<NET-INCOME>                                              515,684
<EPS-PRIMARY>                                               0.000
<EPS-DILUTED>                                               0.000
        

</TABLE>


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