REALTY PARKING PROPERTIES LP
10-Q, 1997-08-08
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 June 30, 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 June 30, 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>

                                                            June 30,     December 31,
                                                              1997           1996


Assets
<S>                                                       <C>           <C>
  Investment in real estate                               $33,109,455   $ 33,171,829
  Cash and cash equivalents                                 1,021,768      1,134,392
  Accounts receivable                                         350,588        351,858

                                                          $34,481,811   $ 34,658,079


Liabilities and Partners' Capital
    Accounts payable and accrued expenses                 $    21,977   $     31,469
    Due to affiliates                                          44,450         41,402
    Real estate taxes payable                                 315,588        315,588
                                                              382,015        388,459


  Partners' Capital
    General Partner                                           (54,184)       (50,788)
    Assignee and Limited Partnership
      Interests - $25 stated value per
      unit, 1,909,127 units outstanding                    34,153,880     34,320,308
    Subordinated Limited Partner                                  100            100
                                                           34,099,796     34,269,620

                                                          $34,481,811   $ 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   Six Months Ended
                                                           June 30,  June 30,    June 30,    June 30,
                                                             1997      1996        1997        1996

Revenues
<S>                                                       <C>       <C>        <C>         <C>
   Parking lot rental                                     $620,103  $612,234   $1,205,206  $1,194,468
   Interest income                                          13,589    16,943       26,820      34,812
                                                           633,692   629,177    1,232,026   1,229,280

Expenses
   Administrative, including amounts
     to related party                                       37,110    24,693       73,632      53,530
   Professional fees                                         4,500     4,750        8,790       9,800
   Management fees to related party                          9,795     9,456       20,448      18,750
   Depreciation of properties                               31,187    30,156       62,374      60,312
                                                            82,592    69,055      165,244     142,392

Net earnings                                              $551,100  $560,122   $1,066,782  $1,086,888

Net earnings per unit of assignee
  and limited partnership interest                        $   0.28  $   0.29   $     0.55  $     0.56

</TABLE>

   See accompanying notes to financial statements
2

<PAGE>
              REALTY PARKING PROPERTIES L.P.
             Statements of Partners' Capital
     For the Six Months Ended June 30, 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                                                 1,045,446           -       21,336     1,066,782

Distributions to partners                                   (1,211,874)          -      (24,732)   (1,236,606)

Balance at June 30, 1997                                  $ 34,153,880  $        100  $ (54,184) $ 34,099,796



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

Net earnings                                                 1,065,150           -       21,738     1,086,888

Distributions to partners                                   (1,211,874)          -      (24,732)   (1,236,606)

Balance at June 30, 1996                                  $ 34,471,231  $        100  $ (47,707) $ 34,423,624

</TABLE>

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

<TABLE>
<CAPTION>
                                                               Six Months Ended
                                                           June 30, 1997  June 30, 1996


Cash flows from operating activities
<S>                                                       <C>            <C>
  Net earnings                                            $   1,066,782  $   1,086,888
  Adjustments to reconcile net earnings to net cash
     provided by operating activities
      Depreciation of properties                                 62,374         60,312
      Changes in assets and liabilities
         (Increase) decrease in accounts receivable               1,270        (30,000)
         Decrease in accounts payable and accrued expenses       (9,492)        (6,746)
         Increase (decrease) in amounts due to affiliates         3,048           (146)
Net cash provided by operating activities                     1,123,982      1,110,308

Cash flows from financing activities -
   distributions to partners                                 (1,236,606)    (1,236,606)


Net decrease in cash and cash equivalents                      (112,624)      (126,298)
Cash and cash equivalents
    Beginning of period                                       1,134,392      1,495,960

    End of period                                         $   1,021,768  $   1,369,662

</TABLE>

See accompanying notes to financial statements
                            4

<PAGE>
                                          REALTY PARKING PROPERTIES L.P.

                                           Notes to Financial Statements
                                                   June 30, 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 June 30, 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>
                                                                   June 30, 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                               (734,843)                 (672,469)
                                 Total                              $33,109,455               $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
         $9,795 and $9,456 (1% of gross  revenues  of the  properties  and other
         sources of  income)  during the three  months  ended June 30,  1997 and
         1996, respectively, and $20,448 and $18,750 during the six months ended
         June 30, 1997 and 1996, respectively. The general partner is reimbursed
         for certain costs incurred relating to administrative  and professional
         services of the Partnership  totaling $34,654 and $19,232 for the three
         months  ended June 30,  1997 and 1996,  respectively,  and  $69,719 and
         $46,327 for the six months ended June 30, 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
                                                   June 30, 1997
                                                    (Unaudited)



(6)      Subsequent Event

         On August  13,  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 June 30,  1997 of  $582,287,  and a return of capital of
         $36,016. 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 June 30, 1997, the Partnership  had a working capital  position that
includes  cash and cash  equivalents  of  $1,021,768  and  accounts  payable  of
$66,427.  Cash and cash equivalents  decreased $80,173 during the second quarter
of 1997. This decrease represents the net effect of $538,130 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 June 30, 1997, the
Partnership had $1,021,768 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  August  13,  1997,  the  Partnership  will make a  distribution  to
investors  of  $618,303.  This  distribution  is  comprised of $582,287 of funds
provided by operations  during the quarter ended June 30, 1997,  and a return of
capital of $36,016 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 obligated to pay percentage  rent,
calculated as a percentage of gross parking revenues.

         Total parking lot rents of $620,103 and  $1,205,206  were earned in the
three and six months  ended June 30,  1997,  respectively,  representing  slight
increases  over the same  periods in 1996.  During the first six months of 1997,
the Partnership earned percentage rent at the Birmingham facility of $35,000, an
increase of 16% from the same period in 1996.

         Interest  earnings  decreased  by 20% and 23%  during the three and six
months ended June 30, 1997,  respectively,  when compared to the same periods in
1996. This decrease was primarily the result of lower average cash balances.

         During the three and six months ended June 30, 1997,  expenses  (net of
depreciation) totaled $51,405 and $102,870, respectively, representing increases
of 32% and 25% over the same periods in 1996,  respectively.  The  increases are
due to higher  administrative  costs,  including  printing,  postage,  labor and
travel.  Recent site visits to certain  properties  led to additional  labor and
travel 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:  8/8/97                                     By:   /s/  John M. Prugh
                                                  John M. Prugh
                                                  President and Director
                                                  Realty Parking Company, Inc.
                                                  General Partner



DATE:  8/8/97                                     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
<MULTIPLIER>                                                        1
<CURRENCY>                                                U.S. DOLLARS
       
<S>                                                           <C>
<PERIOD-TYPE>                                                   6-MOS
<FISCAL-YEAR-END>                                         DEC-31-1997
<PERIOD-START>                                             JAN-1-1997
<PERIOD-END>                                              JUN-30-1997
<EXCHANGE-RATE>                                                     1
<CASH>                                                      1,021,768
<SECURITIES>                                                        0
<RECEIVABLES>                                                 350,588
<ALLOWANCES>                                                        0
<INVENTORY>                                                         0
<CURRENT-ASSETS>                                            1,372,356
<PP&E>                                                              0
<DEPRECIATION>                                                      0
<TOTAL-ASSETS>                                             34,481,811
<CURRENT-LIABILITIES>                                         382,015
<BONDS>                                                             0
                                               0
                                                         0
<COMMON>                                                            0
<OTHER-SE>                                                          0
<TOTAL-LIABILITY-AND-EQUITY>                               34,481,811
<SALES>                                                             0
<TOTAL-REVENUES>                                            1,232,026
<CGS>                                                               0
<TOTAL-COSTS>                                                       0
<OTHER-EXPENSES>                                              165,244
<LOSS-PROVISION>                                                    0
<INTEREST-EXPENSE>                                                  0
<INCOME-PRETAX>                                             1,066,782
<INCOME-TAX>                                                        0
<INCOME-CONTINUING>                                         1,066,782
<DISCONTINUED>                                                      0
<EXTRAORDINARY>                                                     0
<CHANGES>                                                           0
<NET-INCOME>                                                1,066,782
<EPS-PRIMARY>                                                   0.000
<EPS-DILUTED>                                                   0.000
        

</TABLE>


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