<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 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 ____________.
0-24816
(Commission File Number)
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
-----------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 23-2610414
----------------------------- ---------------------------------
(State of other jurisdiction (IRS Employer Identification No.)
incorporated or organization)
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.
Units of Limited Partnership Interest 100,000 units
- --------------------------------------------- --------------------------------
(Class) (Outstanding at August 12, 1997)
<PAGE> 2
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
INDEX
Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Combined Balance Sheets
June 30, 1997 and December 31, 1996 3
Combined Statements of Operations and Changes in
Partners' Deficit
Three and Six Months ended June 30, 1997 and 1996 4
Combined Statements of Cash Flows
Six Months ended June 30, 1997 and 1996 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
2
<PAGE> 3
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
COMBINED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1997 1996
--------- ---------
(UNAUDITED)
<S> <C> <C>
ASSETS
RENTAL PROPERTY, AT COST:
LAND $ 18,579 $ 18,663
BUILDINGS 260,039 258,922
--------- ---------
278,618 277,585
LESS ACCUMULATED DEPRECIATION 120,030 115,711
--------- ---------
RENTAL PROPERTY, NET 158,588 161,874
--------- ---------
CASH AND CASH EQUIVALENTS 748 867
RESTRICTED CASH 1,956 2,030
TENANT ACCOUNTS RECEIVABLE, NET OF ALLOWANCE
OF $20 - 1997 AND 1996 766 853
UNBILLED RENT RECEIVABLE 1,264 1,440
TENANT LEASING COSTS 233 323
ACCOUNTS RECEIVABLE AND OTHER ASSETS 826 910
--------- ---------
TOTAL ASSETS $ 164,381 $ 168,297
========= =========
LIABILITIES AND PARTNERS' DEFICIT
WRAPAROUND MORTGAGES PAYABLE $ 456,636 $ 460,856
LESS UNAMORTIZED DISCOUNT BASED ON IMPUTED
INTEREST RATE OF 12% 259,359 263,928
--------- ---------
WRAPAROUND MORTGAGES PAYABLE LESS
UNAMORTIZED DISCOUNT 197,277 196,928
DUE TO THE PENSION GROUP 2,844 1,170
OTHER BORROWINGS 593 235
DEFERRED REVENUE 202 248
ACCOUNTS PAYABLE AND OTHER LIABILITIES 2,651 2,997
FINANCE LEASE OBLIGATION 2,650 2,650
DEPOSIT ON SALE OF PROPERTY 2,440 2,440
--------- ---------
TOTAL LIABILITIES 208,657 206,668
PARTNERS' DEFICIT (44,276) (38,371)
--------- ---------
TOTAL LIABILITIES AND PARTNERS' DEFICIT $ 164,381 $ 168,297
========= =========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE COMBINED FINANCIAL
STATEMENTS.
3
<PAGE> 4
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
COMBINED STATEMENTS OF OPERATIONS AND CHANGES IN PARTNERS' DEFICIT (UNAUDITED)
(IN THOUSANDS, EXCEPT PER UNIT DATA)
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED ENDED
JUNE 30, JUNE 30,
------------------------ ------------------------
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
INCOME:
RENTAL INCOME $ 6,012 $ 6,269 $ 11,741 $ 12,096
OTHER CHARGES TO TENANTS 1,974 1,510 3,845 3,244
INTEREST INCOME 34 40 74 97
-------- -------- -------- --------
TOTAL INCOME 8,020 7,819 15,660 15,437
-------- -------- -------- --------
OPERATING EXPENSES:
INTEREST EXPENSE 5,997 5,730 11,763 11,443
REAL ESTATE TAXES 1,509 1,595 3,019 3,152
MANAGEMENT FEES AND LEASING COMMISSIONS 333 362 709 728
COMMON AREA MAINTENANCE EXPENSES 627 644 1,371 1,404
GROUND RENT 134 137 324 324
REPAIRS AND MAINTENANCE 73 108 244 274
GENERAL AND ADMINISTRATIVE 166 287 259 523
DEPRECIATION AND AMORTIZATION 2,265 2,205 4,462 4,403
-------- -------- -------- --------
TOTAL OPERATING EXPENSES 11,104 11,068 22,151 22,251
-------- -------- -------- --------
OPERATING LOSS (3,084) (3,249) (6,491) (6,814)
OTHER EXPENSES:
NET GAIN (LOSS) ON DISPOSITION OF PROPERTIES 586 0 586 (159)
-------- -------- -------- --------
LOSS BEFORE EXTRAORDINARY ITEMS (2,498) (3,249) (5,905) (6,973)
EXTRAORDINARY ITEMS:
FORGIVENESS OF WRAPAROUND MORTGAGES PAYABLE
ON DISPOSITIONS AND FORECLOSURES
OF PROPERTIES 0 0 0 0
-------- -------- -------- --------
NET LOSS (2,498) (3,249) (5,905) (6,973)
PARTNERS' DEFICIT:
BEGINNING OF PERIOD (41,778) (28,616) (38,371) (24,892)
-------- -------- -------- --------
END OF PERIOD ($44,276) ($31,865) ($44,276) ($31,865)
======== ======== ======== ========
PER UNIT DATA:
OPERATING LOSS ($ 30.84) ($ 32.49) ($ 64.91) ($ 68.14)
======== ======== ======== ========
NET LOSS ($ 24.98) ($ 32.49) ($ 59.05) ($ 69.73)
======== ======== ======== ========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE COMBINED FINANCIAL
STATEMENTS.
4
<PAGE> 5
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
COMBINED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
JUNE 30,
----------------------
1997 1996
------- -------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET LOSS ($5,905) ($6,973)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
PROVIDED BY (USED IN) OPERATING ACTIVITIES:
DEPRECIATION AND AMORTIZATION 4,319 4,301
AMORTIZATION OF DISCOUNT 4,569 4,528
NET LOSS (GAIN) ON DISPOSITION OF PROPERTIES
INCLUDING FORGIVENESS OF WRAPAROUND
MORTGAGES PAYABLE (586) 159
DECREASE (INCREASE) IN TENANT ACCOUNTS
RECEIVABLE 87 52
DECREASE IN UNBILLED RENT RECEIVABLE, NET 176 182
DECREASE (INCREASE) IN TENANT LEASING COSTS 90 (29)
DECREASE (INCREASE) IN ACCOUNTS RECEIVABLE
AND OTHER ASSETS 84 (84)
INCREASE (DECREASE) IN ACCOUNTS PAYABLE
AND OTHER LIABILITIES (346) 1,306
DECREASE IN DEFERRED REVENUE (46) 0
------- -------
NET CASH PROVIDED BY OPERATING ACTIVITIES 2,442 3,442
------- -------
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:
PAYMENTS ON WRAPAROUND MORTGAGES (4,769) (3,701)
ADVANCES TO THE PENSION GROUP 0 1,090
INCREASE IN DUE TO THE PENSION GROUP 1,674 (0)
PROCEEDS FROM OTHER BORROWINGS 358 0
PROCEEDS FROM ADDITIONAL DEBT 549 0
------- -------
NET CASH USED IN FINANCING ACTIVITIES (2,188) (2,611)
------- -------
CASH FLOWS PROVIDED BY (USED IN)
INVESTING ACTIVITIES:
DISPOSITION OF PROPERTIES 586 167
IMPROVEMENTS TO RENTAL PROPERTY (1,033) (1,127)
------- -------
NET CASH USED IN INVESTING ACTIVITIES (447) (960)
------- -------
DECREASE IN CASH (193) (129)
CASH:
BEGINNING OF PERIOD 2,897 1,900
------- -------
END OF PERIOD $ 2,704 $ 1,771
======= =======
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE COMBINED FINANCIAL
STATEMENTS.
5
<PAGE> 6
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
Notes to Combined Financial Statements (Unaudited)
June 30, 1997
(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 10-K for the years ended December 31, 1996 and
1995.
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.
6
<PAGE> 7
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 57 properties at June 30, 1997 versus 59 at June 30, 1996. In July
and September 1996, respectively, the Red Wing, Minnesota and El Paso, Texas
properties were sold. Income increased for the three and six month periods ended
June 30, 1997 versus June 30, 1996 by $201,000 and $223,000, respectively. The
increase was primarily due to tenant termination fee income, which was partially
offset by decreased rental income arising from property dispositions and tenant
terminations.
Operating expenses decreased for the six month period ended June 30, 1997 versus
June 30, 1996 by $100,000. The decrease in operating expenses was primarily due
to a decrease in legal fees associated with tenant litigation.
Net gain on disposition of properties for the three and six month periods ended
June 30, 1997 versus June 30, 1996 increased by $586,000 and $745,000,
respectively. The variance was due to the disposition of two outparcels of the
Cottage Grove, Minnesota property in the second quarter of 1997, which produced
a net gain on disposition of properties of $586,000 and 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 and six months ended June 30, 1996.
7
<PAGE> 8
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 six month period ended June 30, 1997 was
$2,442,000. Net cash used in financing and investing activities was $2,188,000
and $447,000, respectively. As a result of the above, there was a $193,000
decrease in cash for the six months ended June 30, 1997.
As of June 30, 1997, the underlying mortgages were current for all the
properties except for the properties located in Ardmore, Oklahoma, East Meadow,
New York, Fond du Lac, Wisconsin, Temple Terrace, Florida and Wheelersburg,
Ohio. The second mortgage loan on the Ardmore, Oklahoma property is
significantly past due and there are no plans to bring this loan current. NPAMLP
has not received any notice from the holder of this loan in six years. The
mortgage loan on the East Meadow, New York property matured in July 1995. The
East Meadow, New York property is owned by East Meadow Associates (East Meadow),
which in May 1997 filed for protection under Chapter 11 of the U.S. Bankruptcy
Code. East Meadow has been operating as a Debtor-In-Possession since the filing
date and intends to file a Plan of Reorganization during the third quarter of
this year. The underlying second mortgage loan on the Fond du Lac, Wisconsin
property matured in March 1996. NPAMLP is currently engaged in negotiations with
this lender for an extension. As of June 30, 1997, the mortgage loan on the
Temple Terrace, Florida property was delinquent eighteen months. The lender has
declared a default with respect to this mortgage. The Temple Terrace, Florida
property is owned by Ocala Realty Associates (Ocala), which in October 1996
filed for protection under Chapter 11 of the U.S. Bankruptcy Code. Ocala has
been operating as a Debtor-In-Possession since the filing date and intends to
file a Plan of Reorganization during the third quarter of this year. Ocala
entered into a contract for sale of the Temple Terrace, Florida property, which
is expected to be consummated during the third quarter of this year. NPAMLP
intends to utilize proceeds from the sale to satisfy the delinquent amount. The
underlying mortgage loan on the Wheelersburg, Ohio property matured in November
1995. NPAMLP negotiated an extension and forbearance agreement that will expire
on December 31, 1997.
In September 1996, NPAMLP obtained a $1,000,000 line of credit from Firstrust
Bank. Proceeds from the line of credit are utilized for capital and tenant
improvements to the properties. At June 30, 1997, $593,000 has been advanced
under this line of credit.
As of June 30, 1997, NPAMLP was obligated for approximately $353,000 of capital
commitments which are primarily for roof repairs and replacements.
8
<PAGE> 9
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 June 30, 1997.
9
<PAGE> 10
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: August 12, 1997
-------------------------------------------
By: EBL&S, Inc., its sole general partner
----------------------------------------
By: /s/ Edward B. Lipkin
----------------------------------------
Name: Edward B. Lipkin
Title: President and Principal Financial Officer
10
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 2,704
<SECURITIES> 0
<RECEIVABLES> 786
<ALLOWANCES> 20
<INVENTORY> 0
<CURRENT-ASSETS> 3,470
<PP&E> 278,618
<DEPRECIATION> 120,030
<TOTAL-ASSETS> 164,381
<CURRENT-LIABILITIES> 2,853
<BONDS> 197,277
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 164,381
<SALES> 0
<TOTAL-REVENUES> 8,606
<CGS> 0
<TOTAL-COSTS> 2,842
<OTHER-EXPENSES> 2,265
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,997
<INCOME-PRETAX> (2,498)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,498)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,498)
<EPS-PRIMARY> (24.98)
<EPS-DILUTED> (24.98)
</TABLE>
