<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, 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 May 13, 1997)
<PAGE> 2
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Combined Balance Sheets
March 31, 1997 and December 31, 1996 3
Combined Statements of Operations and Changes in
Partners' Deficit
Three Months ended March 31, 1997 and 1996 4
Combined Statements of Cash Flows
Three Months ended March 31, 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
</TABLE>
2
<PAGE> 3
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
COMBINED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
------- -------
(UNAUDITED)
<S> <C> <C>
Assets
Rental Property, at cost:
Land $18,705 $18,663
Buildings 259,462 258,922
------- -------
278,167 277,585
Less accumulated depreciation 117,838 115,711
------- -------
Rental property, net 160,329 161,874
------- -------
Cash and cash equivalents 438 867
Restricted cash 1,899 2,030
Tenant accounts receivable, net of allowance
of $20 - 1997 and 1996 1,033 853
Unbilled rent receivable 1,285 1,440
Tenant leasing costs 310 323
Accounts receivable and other assets 808 910
------- -------
Total assets $166,102 $168,297
======= =======
Liabilities and Partners' Deficit
Wraparound mortgages payable $459,169 $460,856
------- -------
Less unamortized discount based on imputed
interest rate of 12% 261,818 263,928
------- -------
Wraparound mortgages payable less
unamortized discount 197,351 196,928
Due to the Pension Group 1,990 1,170
Other borrowings 424 235
Deferred revenue 172 248
Accounts payable and other liabilities 2,853 2,997
Finance lease obligation 2,650 2,650
Deposit on sale of property 2,440 2,440
------- -------
Total liabilities 207,880 206,668
Partners' deficit (41,778) (38,371)
------- -------
Total liabilities and partners' deficit $166,102 $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
ENDED
MARCH 31,
1997 1996
-------- --------
<S> <C> <C>
Income:
Rental income $5,729 $5,827
Other charges to tenants 1,871 1,734
Interest income 40 57
-------- --------
Total Income 7,640 7,618
======== ========
Operating expenses:
Interest expense 5,766 5,713
Real estate taxes 1,510 1,557
Management fees and leasing commissions 376 366
Common area maintenance expenses 744 760
Ground rent 190 187
Repairs and maintenance 171 166
General and administrative 93 236
Depreciation and amortization 2,197 2,198
-------- --------
Total operating expenses 11,047 11,183
-------- --------
Operating loss (3,407) (3,565)
Other expenses:
Net gain (loss) on disposition of properties 0 (159)
-------- --------
Loss before extraordinary items (3,407) (3,724)
Extraordinary items:
Forgiveness of wraparound mortgages payable
on dispositions and foreclosures
of properties 0 0
-------- --------
Net loss (3,407) (3,724)
Partners' deficit:
Beginning of period (38,371) (24,892)
-------- --------
End of period ($41,778) ($28,616)
-------- --------
Per Unit data:
Operating loss ($34.07) ($35.65)
-------- --------
Net loss ($34.07) ($37.24)
-------- --------
</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>
THREE MONTHS
ENDED
MARCH 31,
------------------
1997 1996
------- -------
<S> <C> <C>
Cash flows from operating activities:
Net loss ($3,407) ($3,724)
------- -------
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 2,127 2,148
Amortization of discount 2,110 2,055
Net loss on disposition of properties
including forgiveness of wraparound
mortgages payable 0 159
Decrease (increase) in tenant accounts
receivable (180) 157
Decrease in unbilled rent receivable, net 155 162
Decrease (increase) in tenant leasing costs 13 (15)
Decrease in accounts receivable and
other assets 102 18
Increase (decrease) in accounts payable
and other liabilities (144) 670
Decrease in deferred revenue (76) 0
------- -------
Net cash provided by operating activities 700 1,630
------- -------
Cash flows provided by (used in) financing activities:
Payments on wraparound mortgages (2,236) (1,928)
Advances to the Pension Group 0 542
Increase in due to the Pension Group 820 0
Proceeds from other borrowings 189 0
Proceeds from additional debt 549 0
------- -------
Net cash used in financing activities (678) (1,386)
------- -------
Cash flows provided by (used in)
investing activities:
Disposition of properties 0 167
Improvements to rental property (582) (872)
------- -------
Net cash used in investing activities (582) (705)
------- -------
Increase (decrease) in cash (560) (461)
Cash:
Beginning of period 2,897 1,900
------- -------
End of period $2,337 $1,439
======= =======
</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)
March 31, 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 (the sharing partnerships).
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 March 31, 1997 versus 59 at March 31, 1996. In
July and September, 1996, respectively, the Red Wing, Minnesota and El Paso,
Texas properties were sold. Income increased for the three month period ended
March 31, 1997 versus March 31, 1996 by $22,000. The increase for the three
month period ended March 31, 1997 versus March 31, 1996 was primarily due to an
increase in reimbursements for real estate taxes and common area maintenance
expenses.
Operating expenses decreased for the three month period ended March 31, 1997
versus March 31, 1996 by $136,000. The decrease in operating expenses was
primarily due to a decrease in legal fees associated with tenant litigation.
Net loss on disposition of properties for the three month period ended March 31,
1997 versus March 31, 1996 decreased by $159,000. The variance was due to the
disposition of the Boone, Iowa property in January, 1996, which produced a net
loss on disposition of properties for the three months ended March 31, 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 three month period ended March 31, 1997
was $700,000. Net cash used in financing and investing activities was $678,000
and $582,000, respectively. As a result of the above, there was a $560,000
decrease in cash for the three months ended March 31, 1997.
As of March 31, 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 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 property matured in July, 1995. During 1996, NPAMLP negotiated an
extension and forbearance agreement with the lender. The term of the mortgage
loan was extended to July, 1997 and may be extended to July, 1999. The
underlying second mortgage loan on the Fond du Lac property matured in March,
1996. NPAMLP is currently engaged in negotiations with this lender for an
extension. As of March 31, 1997, the mortgage loan on the Temple Terrace
property was delinquent fifteen months. The lender has declared a default with
respect to this mortgage. The Temple Terrace 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
second quarter of this year. In February, 1996, NPAMLP entered into a contract
for sale of the Temple Terrace property, which is expected to be consummated
during the second quarter of this year. NPAMLP intends to utilize proceeds from
the sale to satisfy the delinquent amount. The underlying mortgage loan on the
Wheelersburg property matured in November, 1995. NPAMLP negotiated an extension
and forbearance agreement that expired on December 31, 1996. NPAMLP is currently
engaged in negotiations with this lender for an extension.
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 March 31, 1997, $424,000 has been advanced
under this line of credit.
As of March 31, 1997, NPAMLP was obligated for approximately $511,000 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 March 31, 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: May 13, 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> MAR-31-1997
<CASH> 2,337
<SECURITIES> 0
<RECEIVABLES> 1,053
<ALLOWANCES> 20
<INVENTORY> 0
<CURRENT-ASSETS> 3,370
<PP&E> 278,167
<DEPRECIATION> 117,838
<TOTAL-ASSETS> 166,102
<CURRENT-LIABILITIES> 3,025
<BONDS> 197,351
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 166,102
<SALES> 0
<TOTAL-REVENUES> 7,640
<CGS> 0
<TOTAL-COSTS> 3,084
<OTHER-EXPENSES> 2,197
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,766
<INCOME-PRETAX> (3,407)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,407)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,407)
<EPS-PRIMARY> (34.07)
<EPS-DILUTED> (34.07)
</TABLE>
