<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(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, 1996.
______Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _____________ to __________.
0-24816
(Commission File Number)
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
-----------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
Delaware 23-2610414
------------------------------------ -------------------------------------------
(State of other jurisdiction (IRS Employer Identification No.)
incorporated or organization)
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230 S. Broad Street, Mezzanine
Philadelphia, Pennsylvania 19102
--------------------------------
(Address of principal executive offices)
Registrant's telephone number: 215-790-4700
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 the number of units of limited partnership interest outstanding as of
the latest practicable date.
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<S> <C>
Units of Limited Partnership Interest 100,000 units
- - ---------------------------------------------------- -------------------------------------------------
(Class) (Outstanding at May 10, 1996)
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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
INDEX
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<CAPTION>
PART I. FINANCIAL INFORMATION Page No.
- - ------------------------------ -------
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Item 1. Financial Statements
Combined Balance Sheets
March 31, 1996 and December 31, 1995 3
Combined Statements of Operations and Changes in
Partners' Equity (Deficit)
Three Months ended March 31, 1996 and 1995 4
Combined Statements of Cash Flows
Three Months ended March 31, 1996 and 1995 5
Notes to Combined Financial Statements 6
Item 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 7
PART II. OTHER INFORMATION
- - ---------------------------
Item 6. Reports on Form 8-K 9
SIGNATURES 10
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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
COMBINED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
===============================================================================
March 31, December 31,
1996 1995
-------------------------
(Unaudited)
<S> <C> <C>
Assets
- - -------------------------------------------------------------------------------
Rental property, at cost:
Land $18,749 $18,794
Buildings 260,313 259,904
- - -------------------------------------------------------------------------------
279,062 278,698
Less accumulated depreciation 111,719 109,753
- - -------------------------------------------------------------------------------
Rental property, net 167,343 168,945
- - -------------------------------------------------------------------------------
Cash and cash equivalents 427 678
Restricted cash 1,012 1,222
Tenant accounts receivable, net of allowance
of $20 - 1996 and 1995 525 682
Unbilled rent receivable 1,552 1,714
Tenant leasing costs 361 345
Accounts receivable and other assets 436 454
Advances to the Pension Group 1,657 2,199
- - -------------------------------------------------------------------------------
Total assets $173,313 $176,239
===============================================================================
Liabilities and Partners' Deficit
- - -------------------------------------------------------------------------------
Wraparound mortgages payable $465,694 $467,621
Less unamortized discount based on imputed
interest rate of 12% 271,731 273,786
- - -------------------------------------------------------------------------------
Wraparound mortgages payable less
unamortized discount 193,963 193,835
Accounts payable and other liabilities 2,876 2,206
Finance lease obligation 2,650 2,650
Deposit on sale of property 2,440 2,440
- - -------------------------------------------------------------------------------
Total liabilities 201,929 201,131
Partners' deficit (28,616) (24,892)
- - -------------------------------------------------------------------------------
Total liabilities and partners' deficit $173,313 $176,239
===============================================================================
</TABLE>
The accompanying notes are an integral part of these combined financial
statements.
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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
COMBINED STATEMENTS OF OPERATIONS AND CHANGES IN PARTNERS' EQUITY (DEFICIT)
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER UNIT DATA)
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<CAPTION>
===============================================================================
Three months
ended
March 31,
-----------------------
1996 1995
<S> <C> <C>
- - -------------------------------------------------------------------------------
Income:
Rental income $5,827 $6,463
Other charges to tenants 1,734 1,588
Interest income 57 97
- - -------------------------------------------------------------------------------
Total income 7,618 8,148
- - -------------------------------------------------------------------------------
Operating expenses:
Interest expense 5,713 6,016
Real estate taxes 1,557 1,204
Management fees and leasing commissions 366 360
Common area maintenance expenses 760 649
Ground rent 187 161
Repairs and maintenance 166 148
General and administrative 236 197
Depreciation and amortization 2,198 2,234
- - -------------------------------------------------------------------------------
Total operating expenses 11,183 10,969
- - -------------------------------------------------------------------------------
Operating loss (3,565) (2,821)
Other expenses:
Net gain (loss) on disposition of properties (159) (12)
- - -------------------------------------------------------------------------------
Loss before extraordinary items (3,724) (2,833)
Extraordinary items:
Forgiveness of wraparound mortgages payable
on dispositions and foreclosures
of properties 0 0
- - -------------------------------------------------------------------------------
Net loss (3,724) (2,833)
Partners' equity (deficit):
Beginning of period (24,892) (14,279)
- - -------------------------------------------------------------------------------
End of period ($28,616) ($17,112)
===============================================================================
Per Unit data:
Operating loss ($35.65) ($28.21)
===============================================================================
Net loss ($37.24) ($28.33)
===============================================================================
</TABLE>
The accompanying notes are an integral part of these combined financial
statements.
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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
COMBINED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
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<CAPTION>
===============================================================================
Three months
ended
March 31,
-------------------
1996 1995
- - -------------------------------------------------------------------------------
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Cash flows from operating activities:
Net loss ($3,724) ($2,833)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 2,148 2,201
Amortization of discount 2,055 2,060
Net loss on disposition of properties
including forgiveness of wraparound
mortgages payable 159 0
Increase in tenant accounts receivable 157 (292)
Decrease in unbilled rent receivable, net 162 60
Increase in tenant leasing costs (15) (50)
Decrease in accounts receivable and
other assets 18 (32)
Increase in accounts payable and
other liabilities 670 1
- - -------------------------------------------------------------------------------
Net cash provided by operating activities 1,630 1,115
- - -------------------------------------------------------------------------------
Cash flows used in financing activities:
Payments on wraparound mortgages (1,928) (1,794)
Advances to the Pension Group 542 516
- - -------------------------------------------------------------------------------
Net cash used in financing activities (1,386) (1,278)
- - -------------------------------------------------------------------------------
Cash flows provided by (used in)
investing activities:
Disposition of properties 167 0
Improvements to rental property (872) (170)
- - -------------------------------------------------------------------------------
Net cash provided by (used in) investing activities (705) (170)
- - -------------------------------------------------------------------------------
Increase (decrease) in cash (461) (333)
Cash:
Beginning of period 1,900 2,385
- - -------------------------------------------------------------------------------
End of period $1,439 $2,052
===============================================================================
</TABLE>
The accompanying notes are an integral part of these combined financial
statements.
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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
NOTES TO COMBINED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 1996
(In thousands)
Note 1: Basis of Presentation
The accompanying unaudited combined financial statements have been prepared in
accordance with the instructions to Form 10-Q and therefore do not include all
information and footnotes necessary for presentation of financial position,
results of operations, and cash flows required by generally accepted accounting
principles for complete financial statements. The information furnished
reflects all adjustments (consisting of normal recurring adjustments) which
are, in the opinion of management, necessary for a fair summary of the
financial position, results of operations and cash flows for the interim
periods presented. The financial statements should be read in conjunction with
the financial statements and notes thereto filed with Form 10K for the years
ended December 31, 1995 and 1994.
Note 2: Formation and Description of Business
National Property Analysts Master Limited Partnership (NPAMLP), a limited
partnership, was formed effective January 1, 1990. NPAMLP is owned 99% by the
limited partners and 1% by the general partner, EBL&S, Inc.
The properties included in NPAMLP consist primarily of regional shopping
centers or malls with national retailers as anchor tenants. The ownership and
operations of these properties have been combined in NPAMLP.
The combined financial statements include the accounts of partnerships that
contributed their interests to NPAMLP and certain partnerships whose
partnership interests were not contributed as of the effective date of NPAMLP's
formation on January 1, 1990, but were allocated their interests in NPAMLP as
if they were contributed on January 1, 1990 (the sharing partnerships).
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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
Management's Discussion and Analysis of Results of Operations and Financial
Condition
Results of Operations
NPAMLP owned 59 properties at March 31, 1996 versus 62 at March 31, 1995. In
January, 1996 the Boone, Iowa property was sold. In May and July, 1995,
respectively, the Fayetteville, North Carolina and Twin Oaks, Missouri
properties were exchanged for the property in Lake Mary, Florida in a
transaction structured to be a non-taxable event under Section 1031 of the
Internal Revenue Code. Income decreased for the three month period ended March
31, 1996 versus March 31, 1995 by $530,000. The decrease for the three month
period ended March 31, 1996 versus March 31, 1995 was primarily due to
decreased rental income arising from property dispositions and tenant
terminations.
Operating expenses increased for the three month period ended March 31, 1996
versus March 31, 1995 by $214,000. The increase in operating expenses was
primarily due to increased real estate taxes and common area maintenance
expenses for the three month period ended March 31, 1996 versus March 31, 1995.
The increase in common area maintenance expenses was primarily due to higher
snow removal expenses.
Net loss on disposition of properties for the three month period ended March
31, 1996 versus March 31, 1995 increased by $147,000. The variance was
primarily due to the disposition of the Boone, Iowa property in January, 1996,
which produced a net loss on disposition of properties of $159,000 for the
three months ended March 31, 1996.
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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
Management's Discussion and Analysis of Results of Operations and Financial
Condition
Liquidity and Capital Resources
Net cash provided by operations for the three month period ended March 31, 1996
was $1,630,000. Payments on mortgages and other financing activities and
improvements to rental property used $1,386,000 and $705,000, respectively. As
a result of the above, there was a $461,000 decrease in cash for the three
months ended March 31, 1996.
As of March 31, 1996, the underlying mortgages were current for all the
Properties except for the properties located in Ardmore, Oklahoma, East Meadow,
New York, Temple Terrace, Florida and Fond du Lac, Wisconsin. The second
mortgage loan on the Ardmore property is significantly past due and there are
no plans to bring this loan current. The MLP has not received any notice from
the holder of this loan in five years. The mortgage loan on the East Meadow
property matured in July, 1995. The MLP continued to make monthly payments of
debt service on this loan through November, 1995 in accordance with ongoing
negotiations with the lender. As of March 31, 1996, the MLP had negotiated a
forbearance and extension agreement with the underlying mortgage lender. The
forbearance agreement includes deferral of the past due amounts. As of March
31, 1996, the mortgage loan on the Temple Terrace property is delinquent four
months. The lender has declared a default with respect to this mortgage. In
February, 1996 the MLP entered into a contract for sale of the Temple Terrace
property. The MLP intends to utilize proceeds from the sale to satisfy the
delinquent amount. The underlying second mortgage on the Fond du Lac property
matured in March, 1996. The MLP is currently engaged in negotiations with this
lender for an extension.
In February, 1996 the MLP negotiated a commitment from a bank for a $1,000,000
line of credit. Proceeds from the line of credit will be utilized for capital
and tenant improvements to the Properties.
As of March 31, 1996, NPAMLP was obligated for approximately $513,000 of
capital commitments which are primarily for tenant improvement costs.
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PART II
Item 6(B). Reports on Form 8-K
The registrant was not required to file any current reports on Form
8-K during the three months ended March 31.1996.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
National Property Analysts Master Limited
Partnership
-----------------------------------------
(Registrant)
Date: May 10, 1996
-----------------------------------------
By: EBL&S, Inc., its sole general partner
-------------------------------------
By: /s/ Edward B. Lipkin
--------------------------------------
Name: Edward B. Lipkin
Title: President and Principal Financial
Officer
Page 10
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 1,439
<SECURITIES> 0
<RECEIVABLES> 545
<ALLOWANCES> 20
<INVENTORY> 0
<CURRENT-ASSETS> 2,985
<PP&E> 279,062
<DEPRECIATION> 111,719
<TOTAL-ASSETS> 173,313
<CURRENT-LIABILITIES> 2,876
<BONDS> 193,963
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 173,313
<SALES> 0
<TOTAL-REVENUES> 7,618
<CGS> 0
<TOTAL-COSTS> 3,272
<OTHER-EXPENSES> 2,357
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,713
<INCOME-PRETAX> (3,724)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,724)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,724)
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
