8-K 1 rpfiling8k92203.txt REALTY PARKING 8K FOR PERIOD ENDING 9/22/03 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) September 22, 2003 Realty Parking Properties L.P. (Exact Name of Registrant as Specified in its Charter) Delaware 000-17616 52-1591575 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification Number) 300 East Lombard Street - Suite 1200, Baltimore, Maryland 21202 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (410) 727-4083 N/A (Former name or former address, if changed since last report.) REALTY PARKING PROPERTIES L.P. Index Page(s) Item 1 Changes in Control of Registrant Inapplicable Item 2 Acquisition or Disposition of Assets 1 Item 3 Bankruptcy or Receivership Inapplicable Item 4 Changes in Registrant's Certifying Accountant Inapplicable Item 5 Other Events Inapplicable Item 6 Resignations of Registrant's Directors Inapplicable Item 7 Financial Statements and Exhibits: Narrative 1 Pro Forma Balance Sheet as of June 30, 2003 2 Pro Forma Statement of Operations for the six months ended June 30, 2003 3 Pro Forma Statement of Operations for the year ended December 31, 2002 4 Notes to Pro Forma Financial Statements 5 Item 8 Change in Fiscal Year Inapplicable Item 9 Sales of Equity Securities Pursuant to Regulation S Inapplicable Signatures 6 REALTY PARKING PROPERTIES L.P. Item 2. Acquisition or Disposition of Assets On August 29, 2003, the Partnership sold its 41,800 square-foot parcel of land, located in Los Angeles, California, for $4,500,000. The Partnership's investment in the property was $3,482,360, net of accumulated depreciation of $47,880 and a reserve for impairment loss of $4,409,624. The sale of this property was reported on Form 8-K on September 11, 2003. On September 22, 2003, the Partnership sold its 35,000 square-foot parcel of land, located in Little Rock, Arkansas, for $1,200,000. The Partnership's investment in the property was $1,002,360. On September 26, 2003, the Partnership sold its 75% interest in the 90,000 square-foot parcel of land, located in Miami, Florida, for $6,600,000. The Partnership's investment in the property was $4,900,458. UNAUDITED PRO FORMA FINANCIAL INFORMATION The following unaudited pro forma Balance Sheet assumes the sales of the properties as of June 30, 2003. The The unaudited proforma Statements of Operations assumes the sales of the properties on January 1, 2003, and January 1, 2002. This information should be read in conjunction with the Partnership's Form 10-K for the year ended December 31, 2002 and its form 10-Q for the period ended June 30, 2003. REALTY PARKING PROPERTIES L.P. Pro Forma Balance Sheet Unaudited

June 30, 2003 Pro Forma Pro Forma Historical Adjustments Results ------------------- -------------------- ------------------- Assets Investment in real estate $ 6,184,303 $ (34,~~482~~484,~~360~~720)(1) $ 21,~~701~~699,~~943~~583 Property held for sale 4,900,458 (4,900,458)(1) - Cash and cash equivalents 1,029,258 (20,000)(2) 1,009,258 Accounts receivable 25,950 25(12,000)(2) 13,950 ------------------- -------------------- ------------------- $ 12,139,969 $ (39,~~502~~417,~~360~~178) $ 82,~~637~~722,~~609~~791 =================== ==================== =================== Liabilities and Partners' Capital Liabilities Accounts payable and accrued expenses $ 60,117 $ (20,000)(2) $ 40,117 Due to affiliates 378,804 378,804 Real estate taxes payable 12,000 (12,000)(2) - ------------------- --------------------- ------------------- 450,921 (2032,000) ~~430~~418,921 ------------------- -------------------- ------------------- Partners' Capital General Partner - - - Assignee and Limited Partnership Interests - $25 stated value per unit, 1,909,127 units outstanding 11,688,948 (39,~~482~~385,~~360~~178)(1) 82,~~206~~303,~~588~~770 Subordinated Limited Partner 100 - 100 ------------------- -------------------- -- ----------------- 11,689,048 (39,~~482~~385,~~360~~178) 82,~~206~~303,~~688~~870 ------------------- -------------------- ------------------- $ 12,139,969 $ (39,~~502~~417,~~360~~178) $ 82,~~637~~722,~~609~~791 =================== ==================== ===================

2 REALTY PARKING PROPERTIES L.P. Pro Forma Statement of Operations Unaudited

Six Mos. June 30, 2003 Pro Forma Pro Forma Historical Adjustments Results ------------------- -------------------- ------------------- Revenues Parking lots $ 245,055 $ (~~155~~190,~~505~~055)(3) $ 8955,~~550~~000 Interest income 10,377 10,377 ------------------- -------------------- ------------------- 255,432 (~~155~~190,~~505~~055) 9965,~~927~~377 ------------------- -------------------- ------------------- Expenses Administrative, including amounts to related party 61,776 61,776 Professional fees 12,500 12,500 Management fees to related party 3,859 (12,~~919~~544)(3) 1,~~940~~315 Real estate taxes 43,000 (20,000)(3) 23,000 Depreciation 17,960 (2,520)(3) 15,440 ------------------- -------------------- -- ----------------- 139,095 (2425,~~439~~064) 114,~~656~~031 ------------------- -------------------- ------------------- Income from continuing operations 116,337 (~~131~~164,~~066~~991) (1448,~~729~~654) Discontinued operations 4,063,430 -(168,225)(3) 43,~~063~~895,~~430~~205 ------------------- -------------------- ------------------- Net earnings $ 4,179,767 $ (~~131~~333,~~066~~216)(3) $ 43,~~048~~846,~~701~~551 =================== ==================== =================== Net earnings per unit of assignee and limited partnership interest-basic Continuing operations $ 0.06 $ (0.0708) $ (0.0102) Discontinued operations 2.13 -(0.09) 2.1304 ------------------- -------------------- ------------------- Total $ 2.19 $ (0.0717)(4) $ 2.1202 =================== ==================== =================== Cash distributions per unit of assignee and limited partnership interests $ 3.61 $ (0.0717)(4) $ 3.5444 =================== ==================== ===================

3 REALTY PARKING PROPERTIES L.P. Pro Forma Statement of Operations Unaudited

Twelve Mos. Dec. 31, 2002 Pro Forma Pro Forma Historical Adjustments Results ------------------- -------------------- ------------------- Revenues Parking lots $ 843,133 $ (~~323~~733,~~406~~133)(3) $ ~~519~~110,~~727~~000 Interest income 15,578 15,578 ------------------- -------------------- ------------------- 858,711 (~~323~~733,~~406~~133) ~~535~~125,~~305~~578 ------------------- -------------------- ------------------- Expenses Administrative, including amounts to related party 121,857 121,857 Professional fees 22,709 22,709 Management fees to related party 12,788 (310,~~953~~219)(3) 82,~~835~~569 Real estate taxes 90,503 (46,005)(3) 44,498 Depreciation 35,920 (5,040)(3) 30,880 ------------------- -------------------- -- ----------------- 283,777 (5461,~~998~~264) ~~228~~222,~~779~~513 ------------------- -------------------- ------------------- Income from continuing operations 574,934 (~~268~~671,~~408~~869) ~~306~~(96,~~526~~935) Discontinued operations 5,013,294 5,013,294 ------------------- -------------------- ------------------- Net earnings $ 5,588,228 $ (~~268~~671,~~408~~869)(3) $ 54,~~319~~916,~~820~~359 =================== ==================== =================== Net earnings per unit of assignee and limited partnership interest-basic Continuing operations $ 0.30 $ (0.1434) $ (0.1604) Discontinued operations 2.61 - 2.61 ------------------- -------------------- ------------------- Total $ 2.91 $ (0.1434)(4) $ 2.7757 =================== ==================== =================== Cash distributions per unit of assignee and limited partnership interests $ 4.53 $ (0.1434)(4) $ 4.3919 =================== ==================== ===================

4 REALTY PARKING PROPERTIES L.P. Notes to Pro Forma Financial Statements Unaudited NOTE 1 On August 29, 2003, the Partnership sold its 41,800 square-foot parcel of land, located in Los Angeles, California, for $4,500,000. The Partnership's investment in the property was $3,482,360, net of accumulated depreciation of $47,880 and a reserve for impairment loss of $4,409,624. The sale of this property was reported on Form 8-K on September 11, 2003. On September 22, 2003, the Partnership sold its 35,000 square-foot parcel of land, located in Little Rock, Arkansas, for $1,200,000. The Partnership's investment in the property was $1,002,360. On September 26, 2003, the Partnership sold its 75% interest in the 90,000 square-foot parcel of land, located in Miami, Florida, for $6,600,000. The Partnership's investment in the property was $4,900,458. Investment in real estate, property held for sale, and partners' capital have been adjusted to reflect the sales of the properties as of June 30, 2003. NOTE 2 Cash, accounts receivable, accounts payable and accrued expenses, and real estate taxes payable have been adjusted to reflect reductions in these items as if the properties were sold as of June 30, 2003. NOTE 3 The capital gains realized on the sales of the properties are not included in the pro forma statements of operations. Income from continuing operations and discontinued operations have been adjusted in the proforma statements of operations, for the six months ended June 30, 2003, and the year ended December 31, 2002, to reflect the net reduction of income to the Partnership as if the properties were sold at the beginning of each year. In 2003, the Partnership's income for income tax purposes differs from the net earnings for financial reporting purposes as a result of an impairment loss recorded for financial reporting purposes during 1999, a portion of which will be recognized for income tax purposes in 2003. Impairment losses are not deductible for income tax purposes until they are realized. In 2002, there is no difference between the Partnership's net earnings for income tax purposes and net earnings for financial reporting purposes. NOTE 4 Net earnings per unit and cash distributions per unit, as reflected in the pro forma statements of operations, for the six months ended June 30, 2003, and the year ended December 31, 2002, are based upon 1,909,127 units outstanding. Cash distributions per unit were derived from net earnings and sales proceeds during the six months ended June 30, 2003 and the year ended December 31, 2002. 5 REALTY PARKING PROPERTIES L.P. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. REALTY PARKING PROPERTIES L.P. DATE: October 3, 2003 By: /s/ John M. Prugh John M. Prugh President Realty Parking Company, Inc. General Partner DATE: October 3, 2003 By: /s/ Timothy M. Gisriel Timothy M. Gisriel Treasurer Realty Parking Company, Inc. General Partner 6

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