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, 2000
{ } 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, 2000 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 7-8
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 9
Part II. Other Information
Item 1. through Item 6. 9
Signatures 10
<PAGE>
REALTY PARKING PROPERTIES L.P.
Balance Sheets
<TABLE>
<CAPTION>
March 31,
2000 December 31,
(Unaudited) 1999
------------------ -----------------
Assets
<S> <C> <C>
Investment in real estate $ 19,797,482 $ 20,200,296
Cash and cash equivalents 1,129,159 9,803,643
Accounts receivable and other assets 250,739 263,185
------------------ -----------------
$ 21,177,380 $ 30,267,124
================== =================
Liabilities and Partners' Capital
Accounts payable and accrued expenses $ 70,549 $ 32,777
Due to affiliate 72,267 215,861
Real estate taxes payable 233,500 233,500
------------------ -----------------
376,316 482,138
------------------ -----------------
Partners' Capital
General Partner - -
Assignee and Limited Partnership
Interests - $25 stated value per
unit, 1,909,127 units outstanding 20,800,964 29,784,886
Subordinated Limited Partner 100 100
------------------ -----------------
20,801,064 29,784,986
------------------ -----------------
$ 21,177,380 $ 30,267,124
================== =================
</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,
2000 1999
-----------------------------------
Revenues
<S> <C> <C>
Parking lot rental and operations $ 478,583 $ 585,103
Interest income 55,250 10,102
----------------- -----------------
533,833 595,205
----------------- -----------------
Expenses
Administrative, including amounts
to related party 36,743 29,090
Professional fees 5,000 4,500
Management fees to related party 8,110 12,037
Real estate tax 5,341 -
Depreciation 30,256 31,187
----------------- -----------------
85,450 76,814
----------------- -----------------
Earnings from operations 448,383 518,391
Gain on sale of property, net 767,622 -
----------------- -----------------
Net earnings $ 1,216,005 $ 518,391
================= =================
Net earnings per unit of assignee and
limited partnership interest-basic $ 0.63 $ 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, 2000 and 1999
(Unaudited)
<TABLE>
<CAPTION>
Assignee
and Limited Subordinated
Partnership Limited General
Interests Partner Partner Total
---------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance at December 31, 1999 $ 29,784,886 $ 100 $ - $ 29,784,986
Net earnings 1,203,639 - 12,366 1,216,005
Distributions to partners -
Operations (605,937) - (12,366) (618,303)
Sales proceeds (9,581,624) - - (9,581,624)
---------------------------------------------------------------------
Balance at March 31, 2000 $ 20,800,964 $ 100 $ - $ 20,801,064
=====================================================================
Balance at December 31, 1998 $ 34,066,407 $ 100 $ (55,969) $ 34,010,538
Net earnings 508,023 - 10,368 518,391
Distribution to partners (605,937) - (12,366) (618,303)
---------------------------------------------------------------------
Balance at March 31, 1999 $ 33,968,493 $ 100 $ (57,967) $ 33,910,626
=====================================================================
</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, March 31,
2000 1999
-----------------------------------
Cash flows from operating activities
<S> <C> <C>
Net earnings $ 1,216,005 $ 518,391
Adjustments to reconcile net earnings to net cash
provided by operating activities
Gain on sale of property, net (767,622) -
Depreciation 30,256 31,187
Changes in assets and liabilities
Decrease in accounts receivable and
real estate taxes payable, net 12,446 362,260
Increase (decrease) in accounts payable and accrued expenses 37,772 (12,278)
Increase (decrease) in due to affiliates (143,594) 3,997
------------------ -----------------
Net cash provided by operating activities 385,263 903,557
------------------ -----------------
Cash flows from investing activities -
proceeds from sale of property, net 1,140,180 -
------------------ -----------------
Cash flows from financing activities -
distributions to partners (10,199,927) (618,303)
------------------ ----------------
Net increase (decrease) in cash and cash equivalents (8,674,484) 285,254
Cash and cash equivalents
Beginning of period 9,803,643 789,876
------------------ -----------------
End of period $ 1,129,159 $ 1,075,130
================== =================
</TABLE>
See accompanying notes to financial statements
4
<PAGE>
REALTY PARKING PROPERTIES L.P.
Notes to Financial Statements
March 31, 2000
(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 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 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 1999 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 entirely of cash and money market accounts and are stated at
cost, which approximates market value at March 31, 2000 and December 31, 1999.
Note 3 - Investment in Real Estate
Investment in real estate is summarized as follows:
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
<S> <C> <C>
Land $17,224,495 $17,596,092
Buildings 3,445,777 3,445,777
Land Improvements 188,654 190,804
20,858,926 21,232,673
Less: accumulated depreciation (1,061,444) (1,032,377)
Total $19,797,482 $20,200,296
</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.
Note 4 - Sale of Property
On February 10, 2000, the Partnership sold its St. Paul-Tank, Minnesota property
for $1,335,586. The Partnership's investment in the property was $372,558, net
of accumulated depreciation of $1,189. The capital gain from the sale totaled
$767,622, net of expenses of $195,406.
Note 5 - Related Party Transactions
The Partnership's general partner earned a management fee of $8,110 and $12,037
(1% of gross revenues of the properties and other sources of income) during the
three months ended March 31, 2000 and 1999, respectively. The general partner
was reimbursed for certain costs incurred relating to administrative and
professional services of the Partnership totaling $46,107 and $24,650 for the
three months ended March 31, 2000 and 1999, respectively.
-5-
<PAGE>
REALTY PARKING PROPERTIES L.P.
Notes to Financial Statements
March 31, 2000
(Unaudited)
Note 6 - Net Earnings Per Unit of Assignee and Limited Partnership Interest
Net earnings 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-
<PAGE>
REALTY PARKING PROPERTIES L.P.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity and Capital Resources
The Partnership was fully invested in parking properties as it entered
2000 and currently has no plans to use working capital to perform major repairs
or improvements to any of its properties. The Partnership has sufficient cash
and cash equivalents to satisfy its liquidity requirements.
At March 31, 2000, the Partnership had a working capital position that
included cash and cash equivalents of $1,129,159, accounts receivable (net of
real estate taxes payable) of $17,239 and accounts payable of $142,816. Cash and
cash equivalents decreased $8,674,484 during the first quarter of 2000. This
decrease represents the net effect of $385,263 in cash provided by operating
activities, sale proceeds totaling $1,140,180, the quarterly distribution to
investors totaling $618,303, and sales proceeds distributions to investors of
$9,581,624.
On December 9, 1999, the Partnership sold its 75% interest in the
Denver facility and net sale proceeds totaling $8,439,930, or $4.42 per unit,
were distributed to investors on January 18, 2000. In accordance with the
Partnership Agreement, 100% of the net sale proceeds were distributed to
Assignee and Limited Partners.
On February 10, 2000, the Partnership sold its St. Paul-Tank, Minnesota
property for $1,335,586. The Partnership's investment in the property was
$372,558, net of accumulated depreciation of $1,189. The capital gain from the
sale totaled $767,622, net of expenses of $195,406. Net sale proceeds totaling
$1,141,694, or $.60 per unit, were distributed to investors on March 22, 2000.
In accordance with the Partnership Agreement, 100% of the net sale proceeds were
distributed to Assignee and Limited Partners.
On May 12, 2000, the Partnership plans to make a cash distribution
totaling $495,788 of which 98% is allocable to Assignee and Limited Partners.
The distribution includes $478,639 in funds provided by operations during the
quarter ended March 31, 2000 and a return of capital of $17,149. Assignee and
Limited Partners will receive a cash distribution of approximately $.25 per
unit.
Results of Operations
Parking lot revenues includes base and percentage rents earned pursuant
to the lease agreements with Central Parking System (the "Advisor") and, in
2000, revenues from operations of a facility that is not leased to others. The
Partnership leases all but one of its facilities to the Advisor under terms that
include a minimum rent calculated as a percentage of certain acquisition costs.
In addition, the Advisor is obligated to pay percentage rent, calculated as a
percentage of gross parking revenues in excess of a base amount. The lease with
the Advisor on the Partnership's Dayton, Ohio property expired in the fourth
quarter of 1999, and, accordingly, that property is now managed by an
unaffiliated parking operator under a contract with the Partnership.
Total parking lot rents of $478,583 were earned during the first
quarter of 2000, reflecting a decrease of $106,520 from the same period in 1999.
The decrease is due primarily to the sale of the Denver property in the fourth
quarter of 1999. This property produced rental income of $104,754 in the first
quarter of 1999. The decrease is also due to a decline in revenues of $10,054
from the Dayton, Ohio property as a result of the lease expiration. These
decreases were partly offset by the percentage rents totaling $11,850 earned at
the two St. Paul, Minnesota facilities during the first quarter of 2000. No
percentage rents were earned during the first quarter of 1999.
Expenses incurred during the first quarter of 2000 (net of
depreciation) were $55,194, reflecting an increase of $9,567 over the same
period in 1999. The increase is primarily due to higher administrative costs and
real estate taxes, net of a decrease in the management fees due to the sales of
two of the Partnership's properties.
-7-
<PAGE>
REALTY PARKING PROPERTIES L.P.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations (continued)
Outlook
The Advisor has notified the Partnership that it will not extend the
leases on the Rochester, Los Angeles and Reno facilities which expire throughout
2000. Management is currently analyzing various operating alternatives for these
facilities; however, it is likely that these facilities may be operated under
the terms of a management agreement with a parking operator, similar to terms
associated with the Dayton property. The future annual rental revenue received
by the Partnership from these three properties is estimated to decrease by
approximately $435,000 in the first year following expiration of the leases.
While it is expected that the Rochester, Los Angeles and Reno facilities will be
operated in the future on terms less favorable than those lease arrangements
currently in effect, it is not expected that the operations will negatively
impact the Partnership's operating liquidity needs in 2000; however, the
Partnership may need to adjust its distribution rate to investors in the future
to reflect the actual terms of the lease renewals.
-8-
<PAGE>
REALTY PARKING PROPERTIES L.P.
PART I. FINANCIAL INFORMATION
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Inapplicable
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Inapplicable
Item 2. Changes in Securities and Use of Proceeds
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: Financial Data Schedule
b) Reports on Form 8-K: None
-9-
<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: 5/11/00 By: /s/ John M. Prugh
John M. Prugh
President and Director
Realty Parking Company, Inc.
General Partner
DATE: 5/11/00 By: /s/ Timothy M. Gisriel
Timothy M. Gisriel
Treasurer
Realty Parking Company, Inc.
General Partner
-10-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(Replace this text with legend, if applicable)
</LEGEND>
<CIK> 0000841127
<NAME> Realty Parking Properties L.P.
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-1-2000
<PERIOD-END> MAR-31-2000
<EXCHANGE-RATE> 1
<CASH> 1,129,159
<SECURITIES> 0
<RECEIVABLES> 250,739
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,379,898
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 21,177,380
<CURRENT-LIABILITIES> 376,316
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 21,177,380
<SALES> 0
<TOTAL-REVENUES> 1,301,455
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 85,450
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,216,005
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,216,005
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,216,005
<EPS-BASIC> 0.630
<EPS-DILUTED> 0.000
</TABLE>
