10-Q 1 benchmarkfiling10q93003.txt BROWN-BENCHMARK 10Q FOR QUARTER ENDING 9/30/03 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, 2003 { } 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, 2003 Commission file number 000-16698 Brown-Benchmark Properties Limited Partnership (Exact Name of Registrant as Specified in its Charter) Delaware 31-1209608 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 300 East Lombard Street, Baltimore, Maryland 21202 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (410) 727-4083 225 East Redwood Street Baltimore, Maryland 21202 (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____ Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes No X BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP INDEX Page No. Part I. Financial Information Item 1. Financial Statements Balance Sheets 1 Statements of Operations 2 Statements of Partners' Capital (Deficit) 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 7-9 Item 3. Quantitative and Qualitative Disclosures About Market Risk 10 Item 4. Controls and Procedures 10 Part II. Other Information Item 1. through Item 6. 10-17 Signatures 18 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP Balance Sheets

See accompanying notes to financial statements. -1- BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP Statements of Operations (Unaudited)

See accompanying notes to financial statements. -2- BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP Statements of Partners' Capital (Deficit) Nine months ended September 30, 2003 and 2002 (Unaudited)

See accompanying notes to financial statements. -3- BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP Statements of Cash Flows (Unaudited)

See accompanying notes to financial statements. -4- BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP Notes to Financial Statements September 30, 2003 and 2002 (Unaudited) NOTE 1 - THE PARTNERSHIP AND BASIS OF PREPARATION The accompanying financial statements of Brown-Benchmark Properties Limited Partnership (the "Partnership") do not include all of the information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America. The unaudited interim financial statements reflect all adjustments which are, in the opinion of management, necessary for 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 2002 Annual Report. NOTE 2 - INVESTMENT IN REAL ESTATE Investment in real estate is summarized as follows: December 31, 2002 Land $ 1,257,000 Buildings 21,416,568 Furniture, fixtures and equipment 2,822,224 --------- 25,495,792 Less accumulated depreciation 14,354,919 ---------- Total $11,140,873 =========== NOTE 3 - DISCONTINUED OPERATIONS At September 30, 2003, the Partnership's three properties were under contracts for sale and were classified as properties held for sale in the balance sheet. In accordance with the provisions of Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," the results of operations of these properties are reported in discontinued operations for all periods presented in the statements of operations. Income from discontinued operations is summarized as follows:

NOTE 4 - 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 of cash and money market accounts and are stated at cost, which approximated market value at September 30, 2003 and December 31, 2002. -5- BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP Notes to Financial Statements September 30, 2003 and 2002 (Unaudited) NOTE 5 - RELATED PARTY TRANSACTIONS The Administrative General Partner was reimbursed for certain costs associated with administering the Partnership, including clerical services, investor communication services, legal services, and reports and filings made to regulatory authorities totaling $24,831 and $33,016 during the three months ended September 30, 2003 and 2002, respectively and $58,968 and $63,633 for the nine months ended September 30, 2003 and 2002 respectively. Benchmark Properties, Inc., an affiliate of the Development General Partner, the managing agent for the properties through January 7, 2002, earned a management fee of $3,422 in 2002. Effective January 7, 2002, the management agreement was assigned to NHP Management Company. NHP Management Company earned a management fee of $49,010 and $46,353, for the three months ended September 30, 2003 and 2002 respectively and $140,632 and $129,554 for the nine months ended September 30, 2003 and 2002 respectively. NOTE 6 - MORTGAGE LOANS PAYABLE The mortgage loans had a stated rate of interest of 7.7% through June 1, 2002 (original maturity). Monthly payments were based on a 25-year amortization schedule with a balloon payment due at maturity. Effective June 1, 2002 the lender agreed to extend the loans for one year under terms similar to the existing loans, except the interest rate was reduced to 7.5%. The mortgage loans were subsequently extended for one additional year through June 1, 2004. All terms remained the same, except for the interest rate which decreased to 6.5% effective June 1, 2003. The mortgage loan interest paid was $693,520 and $778,003 for the nine months ended September 30, 2003 and 2002, respectively. NOTE 7 - NET INCOME PER UNIT OF ASSIGNEE LIMITED PARTNERSHIP INTEREST Net income per Unit of assignee limited partnership interest is disclosed on the statement of operations and is based upon average units outstanding of 500,000 during the periods ended September 30, 2003 and 2002. NOTE 8 - SUBSEQUENT EVENTS On October 10, 2003, the Partnership sold its Woodhills 186-unit residential multifamily apartment complex, located in West Carrollton, Montgomery County Ohio, for $6,900,000. The Partnership's investment in the property was $3,073,523, net of accumulated depreciation of $4,820,340 at September 30, 2003. On October 15, 2003, the Partnership sold its Oakbrook 181-unit residential multifamily apartment complex, located in Reynoldsburg, Franklin County, Ohio, for $6,850,000. The Partnership's investment in the property was $3,257,513, net of accumulated depreciation of $4,628,821 at September 30, 2003. On October 28, 2003, the Partnership sold its Deerfield 223-unit residential multifamily apartment complex, located in Union Township (greater Cincinnati area) Ohio, for $10,600,000. The Partnership's investment in the property was $4,307,251, net of accumulated depreciation of $5,616,943 at September 30, 2003. The gain on these sales, net of costs to sell, was approximately $13,200,000. -6- BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources The Partnership sold its three apartment properties to separate buyers in October 2003. The preliminary distribution of sales proceeds will be made to investors in November and final proceeds by year end, once all operating costs have been determined and reconciled. The Partnership's first mortgage loans with Canada Life Assurance Company were paid-off in October as each property was sold. There were no prepayment penalties. Results of Operations In accordance with the provisions of Statement of Financial Accounting Standards No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS No. 144), the statements of operations present income from continuing operations and from discontinued operations. Discontinued operations include the operating results of all three properties under contracts of sale at September 30, 2003, (all sold subsequently in October 2003). The prior year amounts for the properties have been reclassified to discontinued operations as required by SFAS No. 144. The following discussion and analysis of the results of operations conforms to this presentation in the statements of operations. Continuing Operations Continuing operations includes interest earned on cash and cash equivalents and administrative expenses and professional fees not identifiable with a specific property. Expenses incurred during the three months ended September 30, 2003 totaled $60,261 reflecting an increase of $21,863 from the same period in 2002. Similar expenses incurred during the nine months ended September 30, 2003 totaled $111,128 reflecting an increase of $25,823 from the same period in 2002. The increases are the result of higher administrative and professional fees associated with the preparation of the three properties for sale. Discontinued Operations Third quarter 2003 rental revenues increased by $12,925, or 1.2%, when compared to revenues during the third quarter 2002. Rental revenues for the nine months ended September 30, 2003 increased by $203,280, or 6.8%, when compared to revenues for the same period in 2002. Most of the increase in revenues occurred in the second quarter of 2003 as management successfully implemented various leasing strategies to improve the occupancy of all three properties in addition to achieving higher rental rates at each of the three properties. Occupancies have remained in the mid-ninety percent range for the past year. Third quarter 2003 operating expenses, excluding interest, depreciation and amortization decreased $33,545 or 5.8% versus similar expenses incurred during the third quarter 2002. Operating expenses for the nine months ended September 30, 2003 increased $174,558, or 11.9%. As anticipated, operating costs increased during the nine months ended September 30, 2003 over the similar period in 2002 due primarily to increased property taxes and expenses to ready apartments for new tenants (reflected in compensation and benefits and maintenance and repairs expenses). With many of the apartments now rented, compensation and benefits and maintenance and repairs expenses decreased to levels comparable to the prior year in the third quarter of 2003. -7- BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP Management's Discussion and Analysis of Financial Condition and Results of Operations Discontinued Operations (continued) The net operating income of the properties (defined as rental revenues less operating expenses excluding interest, depreciation and amortization) increased by $28,722 or 0.2% for the nine months ended September 30, 2003 over the similar period in 2002 as a result of the proportionately larger increases in revenues over operating expenses. The improvement in revenues in the third quarter of 2003 resulted in an increase in operating income of $46,470 or 9.6% when compared to the third quarter 2002. Occupancy levels at Woodhills, in Dayton, Ohio, decreased from 98% during the third quarter 2002 to 94% for the same period in 2003 while overall occupancy levels for the nine months ended September 30, 2003 increased to 94% from 92% in 2002. The average rental rate at Woodhills increased from $626 during the third quarter 2002 to $633 during the third quarter 2003. Rental revenues increased approximately $64,000 during the nine months ended September 30, 2003 when compared to revenues for the similar period in 2002. The average occupancy level at the Deerfield, in Cincinnati, Ohio, was 93% during the third quarter 2003, through the same period in 2002 occupancy averaged 95% while overall occupancy levels for the nine months ended September 30, 2003 increased to 94% from 92% in 2002. The average rental rate was approximately $651 during the third quarter 2003, a slight increase from $650 during the same period in 2002. Rental revenues increased approximately $103,000 during the nine months ended September 30, 2003 when compared to revenues for the similar period in 2002. At Oakbrook, in Columbus, Ohio, occupancy averaged 97% through the third quarter 2003 compared to 98% during the third quarter 2002 while overall occupancy levels for the nine months ended September 30, 2003 increased to 96% from 91% in 2002. Rental rates have increased from $624 during the third quarter 2002 to $633 during the third quarter 2003. Rental revenues for the nine months ended September 30, 2003 increased by approximately $36,000 when compared to revenues for the similar period in 2002. Critical Accounting Policies Critical accounting policies are those that are both important to the presentation of financial condition and results of operations and require management's most difficult, complex or subjective judgments. The Partnership's critical accounting policy relates to the evaluation of impairment of long-lived assets. If events or changes in circumstances indicate that the carrying value of a property to be held and used may be impaired, a recoverability analysis is performed based on estimated undiscounted cash flows to be generated from the property in the future. If the analysis indicates that the carrying value is not recoverable from future cash flows, the property is written down to estimated fair value and an impairment loss is recognized. If the Partnership decides to sell a property, it evaluates the recoverability of the carrying amount of the assets. If the evaluation indicates that the carrying value is not recoverable from estimated net sales proceeds, the property is written down to estimated fair value less costs to sell and an impairment loss is recognized. The estimates of cash flows and fair values of the properties are based on current market conditions and consider matters such as rental rates and occupancies for the property and comparable properties, recent sales data for comparable properties and, where applicable, contracts or the results of negotiations with purchasers or prospective purchasers. These estimates are subject to revision as market conditions and the Partnership's assessment of them change. -8- BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP Management's Discussion and Analysis of Financial Condition and Results of Operations Outlook The General Partners received consent from the Limited Partners to sell the three properties. Purchase and Sale Agreements were executed with three buyers. On October 10, 2003, the Partnership sold Woodhills to Crown Management Corp. for $6,900,000. On October 15, 2003, the Partnership sold Oakbrook to Fleetwood Management, Inc. for $6,850,000. On October 28, 2003, the Partnership sold Deerfield to Connor & Murphy, LTD for $10,600,000. The General Partners plan to distribute preliminary sales proceeds in November and the balance by year end (once final operating costs are reconciled) after which the Partnership will conclude its operations. -9- BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP PART I. FINANCIAL INFORMATION Item 3. Quantitative and Qualitative Disclosures About Market Risk The Partnership's mortgage loans were paid in full from sales proceeds in October of 2003. Item 4. Controls and Procedures Evaluation was performed under the supervision and with the participation of the Partnership's management, including the Chief Executive Officer and Chief Financial Officer of the general partner, of the effectiveness of the design and operation of disclosure controls and procedures, as of September 30, 2003, as defined in Rule 13a-15 of the rules promulgated under the Securities and Exchange Act of 1934, as amended. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective. There have been no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. 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 A definitive proxy statement or Schedule 14A was filed on August 12, 2003 that solicited the consent for the sale of each of the Partnership's three apartment properties and subsequent liquidation of the Partnership upon successful consent and sale of all three properties. Item 5. Other Information Inapplicable -10- BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP Item 6. Exhibits and Reports on Form 8-K a) Exhibits Exhibit 31.1 Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 31.2 Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 31.3 Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 31.4 Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Exhibit 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. b) Reports on Form 8-K: None -11- Exhibit 31.1 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Daniel P. Riedel, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Brown-Benchmark Properties Limited Partnership; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures [as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)] for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: 11/04/03 By: /s/ Daniel P. Riedel Daniel P. Riedel Chief Executive Officer Benchmark Equities, Inc. Development General Partner -12- Exhibit 31.2 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Deborah J. Maxson, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Brown-Benchmark Properties Limited Partnership; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures [as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)] for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: 11/04/03 By: /s/ Deborah J. Maxson Deborah J. Maxson Chief Financial Officer Benchmark Equities, Inc. Development General Partner -13- Exhibit 31.3 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, John M. Prugh, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Brown-Benchmark Properties Limited Partnership; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures [as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)] for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: 11/11/03 By: /s/ John M. Prugh John M. Prugh Chief Executive Officer Brown-Benchmark AGP, Inc. Administrative General Partner -14- Exhibit 31.4 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Timothy M. Gisriel, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Brown-Benchmark Properties Limited Partnership; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures [as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)] for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: 11/11/03 By: /s/ Timothy M. Gisriel Timothy M. Gisriel Chief Financial Officer Brown-Benchmark AGP, Inc. Administrative General Partner -15- Exhibit 32.1 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP CERTIFICATION PURSUANT TO 18 U.S.C. ss. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the filing of Brown-Benchmark Properties Limited Partnership's (the "Partnership") Report on Form 10-Q for the period ending September 30, 2003 with the Securities and Exchange Commission on the date hereof (the "Report"), I, Daniel P. Riedel, the Chief Executive Officer of Benchmark Equities, Inc., Development General Partner of the Partnership, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Partnership. Date: 11/04/03 By: /s/ Daniel P. Riedel Daniel P. Riedel Chief Executive Officer Benchmark Equities, Inc. Development General Partner Date: 11/04/03 By: /s/ Deborah J. Maxson Deborah J. Maxson Chief Financial Officer Benchmark Equities, Inc. Development General Partner -16- Exhibit 32.2 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP CERTIFICATION PURSUANT TO 18 U.S.C. ss. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the filing of Brown-Benchmark Properties Limited Partnership's (the "Partnership") Report on Form 10-Q for the period ending September 30, 2003 with the Securities and Exchange Commission on the date hereof (the "Report"), I, John M. Prugh, the Chief Executive Officer of Brown-Benchmark AGP, Inc., Administrative General Partner of the Partnership, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Partnership. Date: 11/11/03 By: /s/ John M. Prugh John M. Prugh Chief Executive Officer Brown-Benchmark AGP, Inc. Administrative General Partner Date: 11/11/03 By: /s/ Timothy M. Gisriel Timothy M. Gisriel Chief Financial Officer Brown-Benchmark AGP, Inc. Administrative General Partner -17- BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP 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. BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP DATE: 11/11/03 By: /s/ John M. Prugh John M. Prugh President and Director Brown-Benchmark AGP, Inc. Administrative General Partner DATE: 11/11/03 By: /s/ Timothy M. Gisriel Timothy M. Gisriel Treasurer Brown-Benchmark AGP, Inc. Administrative General Partner -18-

BROWN BENCHMARK PROPERTIES LIMITED PARTNERSHIP 10-Q