<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 September 30, 1998.
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 97,752 units
(Class) (Outstanding at November 16, 1998)
<PAGE> 2
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
INDEX
Page No.
--------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Combined Balance Sheets
September 30, 1998 and December 31, 1997 3
Combined Statements of Operations and Changes in
Partners' Deficit
Three and Nine Months ended September 30, 1998 and 1997 4
Combined Statements of Cash Flows
Nine Months ended September 30, 1998 and 1997 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 11
SIGNATURES 12
2
<PAGE> 3
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
COMBINED BALANCE SHEETS
(IN THOUSANDS)
================================================================================
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Rental property, at cost:
Land $ 16,292 $ 17,970
Buildings 223,501 255,764
--------- ---------
239,794 273,734
Less accumulated depreciation 111,388 122,448
--------- ---------
Rental property, net 128,405 151,286
--------- ---------
Cash and cash equivalents 2,506 1,068
Restricted cash 3,780 1,412
Tenant accounts receivable, net of allowance
of $30 - 1998 and 1997 344 53
Unbilled rent receivable 856 882
Tenant leasing costs 85 117
Accounts receivable and other assets 721 667
--------- ---------
Total assets $ 136,697 $ 155,485
========= =========
LIABILITIES AND PARTNERS' DEFICIT
Wraparound mortgages payable $ 325,997 $ 446,712
Less unamortized discount based on imputed
interest rate of 12% 172,361 248,050
--------- ---------
Wraparound mortgages payable less
unamortized discount 153,636 198,662
Due to Pension Group 300 1,954
Other borrowings 0 593
Deferred revenue 937 396
Accounts payable and other liabilities 1,961 2,361
Finance lease obligation 2,650 2,650
Deposit on sale of property 2,051 2,440
--------- ---------
Total liabilities 161,535 209,056
Partners' deficit (24,838) (53,571)
--------- ---------
Total liabilities and partners' deficit $ 136,697 $ 155,485
========= =========
</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 NINE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------------------------
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Income:
Rental income $ 5,300 $ 5,955 $ 16,435 $ 17,696
Other charges to tenants 2,156 1,909 5,767 5,754
Interest income 66 31 124 105
Other income 0 0 61 0
-------- -------- -------- --------
Total income 7,522 7,895 22,387 23,555
-------- -------- -------- --------
Operating expenses:
Interest expense 4,533 6,101 14,775 17,864
Real estate taxes 1,323 1,660 3,969 4,679
Management fees 263 335 909 1,044
Common area maintenance expenses 326 500 1,430 1,871
Ground rent 118 155 415 479
Repairs and maintenance 71 299 300 543
General and administrative 443 193 1,113 452
Depreciation and amortization 1,984 2,172 6,149 6,634
-------- -------- -------- --------
Total operating expenses 9,061 11,415 29,060 33,566
-------- -------- -------- --------
Operating loss (1,539) (3,520) (6,673) (10,011)
Other income:
Net gain (loss) on disposition of properties 1,140 (1,452) 3,338 (866)
-------- -------- -------- --------
Loss before extraordinary item (399) (4,972) (3,335) (10,877)
Extraordinary item:
Forgiveness of wraparound mortgages payable
on dispositions of properties 31,790 0 32,068 0
-------- -------- -------- --------
Net income (loss) 31,391 (4,972) 28,733 (10,877)
Partners' deficit:
Beginning of period (56,229) (44,276) (53,571) (38,371)
-------- -------- -------- --------
End of period ($24,838) ($49,248) ($24,838) ($49,248)
======== ======== ======== ========
Net income (loss) per unit $ 318.73 ($ 49.72) $ 288.80 ($108.77)
======== ======== ======== ========
</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>
NINE MONTHS
ENDED
SEPTEMBER 30,
--------------------
1998 1997
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 28,733 $(10,877)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation 6,001 6,433
Amortization of discount 6,446 6,628
Net (gain) loss on disposition of properties
including forgiveness of wraparound
mortgages payable (35,406) 866
(Increase) decrease in tenant accounts
receivable (291) 258
Decrease in unbilled rent receivable 26 199
Decrease in tenant leasing costs 32 107
(Increase) decrease in accounts
receivable and other assets (54) 88
Decrease in accounts payable and
other liabilities (400) (68)
Increase (decrease) in deferred revenue 541 (29)
-------- --------
Net cash provided by operating activities 5,628 3,605
-------- --------
Cash flows from financing activities:
Payments on wraparound mortgages (5,307) (7,367)
(Decrease) increase in due to Pension Group (1,654) 2,528
Proceeds from other borrowings 0 358
Repayment of other borrowings (593) 0
Proceeds from additional debt 5,868 549
-------- --------
Net cash used in financing activities (1,686) (3,932)
-------- --------
Cash flows from investing activities:
Disposition of properties 1,549 1,652
Improvements to rental property (1,296) (1,413)
Decrease in deposit on sale of property (389) 0
-------- --------
Net cash (used in) provided by investing activities (136) 239
-------- --------
Increase (decrease) in cash and cash equivalents 3,806 (88)
Cash and cash equivalents:
Beginning of period 2,480 2,897
-------- --------
End of period $ 6,286 $ 2,809
======== ========
</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)
September 30, 1998
(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 year ended December 31, 1997.
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% collectively by EBL&S, Inc., the managing general
partner, and Feldman International, Inc. ("FII"), a general partner. EBL&S, Inc.
assigned its economic interest as general partner to FII and FII was admitted as
an additional general partner on September 30, 1998.
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 49 properties at September 30, 1998 versus 56 at September 30,
1997. In February 1998, the East Meadow, New York property was conveyed to the
underlying mortgage lender pursuant to the Plan of Reorganization of East Meadow
Associates. In February 1998, a portion of the Temple Terrace, Florida property
was sold pursuant to the Plan of Reorganization of Ocala Realty Associates
("Ocala"). In May 1998, the Las Vegas, Nevada and La Mesa, California properties
were conveyed to the purchaser pursuant to the 1995 agreements of sale. In July
1998, the East Greenbush, New York property was conveyed to the underlying
mortgage lender pursuant to the Plan of Reorganization of Ocala. In August 1998,
the Trenton, NJ property was transferred as described below. In September 1998,
the remainder of the Temple Terrace property was sold pursuant to the Plan of
Reorganization of Ocala. In September 1998, the Wichita, Kansas property was
sold in accordance with the June 1998 agreement of sale. Income decreased for
the three and nine month periods ended September 30, 1998 versus September 30,
1997 by $373,000 and $1,168,000, respectively. The decrease was primarily due to
decreased rental income arising from property dispositions which was partially
offset by substantial tenant termination fee income received in the third
quarter of 1998.
In March 1998, Main Line Pension Group (the "Pension Group") agreed to the
forgiveness of $95,426,000 of wraparound mortgage obligations with related
discounts of $57,256,000, of which $13,908,000 of wraparound mortgage
obligations with related discounts of $4,441,000 were written off with the
dispositions of the East Meadow and Las Vegas properties during the 1st and 2nd
quarters of 1998. In addition, the Pension Group agreed to the forgiveness of
$1,954,000 which was due to the Pension Group for past due payments. On May 12,
1998, the Pension Group agreed to defer the effective date of these
forgivenesses to September 1, 1998. The total resulting gain of $30,657,000 was
reported in the third quarter of this year.
Operating expenses decreased for the three and nine month periods ended
September 30, 1998 versus September 30, 1997 by $2,354,000 and $4,506,000,
respectively. The decrease in operating expenses was primarily due to decreases
in interest, real estate tax, common area maintenance expenses and depreciation
resulting from the forgiveness of wraparound mortgage obligations and property
dispositions. The variance in operating expense for the nine month period was
partially offset by an increase in general and administrative expenses resulting
from increased legal and other professional fees related to property
dispositions and refinancing.
Net gain on disposition of properties for the three and nine month periods ended
September 30, 1998 versus September 30, 1997 increased by $2,592,000 and
$4,204,000, respectively. The variances
7
<PAGE> 8
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
Management's Discussion and Analysis of Results of Operations and Financial
Condition
Results of Operations (continued)
were due to the dispositions of the Wichita property and the remainder of the
Temple Terrace property in September 1998, which produced a net loss on
disposition of properties of $287,000 and a net gain on disposition of
properties of $42,000, respectively; the disposition of the Trenton property in
August 1998, which produced a net gain on disposition of properties of
$1,128,000; the disposition of the East Greenbush property in July 1998, which
produced a net gain on disposition of properties of $257,000; the dispositions
of the Las Vegas and La Mesa properties in May 1998, which produced a net loss
on disposition of properties of $30,000 and $433,000, respectively; the
dispositions of the East Meadow property and a portion of the Temple Terrace
property in February 1998, which produced a net gain on disposition of
properties of $2,600,000 and $61,000, respectively; the disposition of the
Maplewood, Missouri property in July 1997, which produced a net loss on
disposition of properties of $1,452,000; and 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.
As noted above, effective September 1, 1998, the Pension Group forgave the
remainder of the $95,426,000 of wraparound mortgage obligations with related
discounts of $57,256,000 on 14 properties previously owned by NPAMLP as it was
unlikely that these obligations would ultimately be repaid; such forgiveness was
accounted for as an extraordinary gain on NPAMLP's financial statements. After
consultation with NPAMLP's outside tax counsel and independent public
accountants, NPAMLP structured the transaction to minimize the tax effect of
such a write-off to the limited partners as a whole. As a result of this debt
forgiveness, certain limited partners of NPAMLP (those who were originally
limited partners in the limited partnerships which owned these 14 properties)
(the "Affected Limited Partners") will recognize taxable income in 1998,
allocated among the Affected Limited Partners in varying amounts in proportion
to their interests in the original partnerships. Affected Limited Partners may
apply any suspended passive losses they may have from prior years against their
allocable share of such income.
Affiliates of the managing general partner ("Affiliates") had acquired in 1995
an option to purchase certain of the wraparound mortgage obligations from the
Pension Group. In anticipation of this acquisition and in order to prevent
potential adverse tax consequences described below, Affiliates had to divest
themselves of their interests in NPAMLP. Therefore, on August 1, 1998,
Affiliates assigned their entire economic interest as limited partners to NPAMLP
in exchange for NPAMLP's interest in Mountain View Mall Associates ("Mountain
View"). Affiliates have agreed to hold one of Mountain View's two properties
(the "Ardmore Property") in trust for NPAMLP, with all benefits of ownership of
the Ardmore Property accruing to NPAMLP. Affiliates will also remit
8
<PAGE> 9
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
Management's Discussion and Analysis of Results of Operations and Financial
Condition
Results of Operations (continued)
a portion of sales proceeds in excess of related debt, if any, of Mountain
View's other property (the "Trenton Property") to NPAMLP. The debt on the
Trenton Property greatly exceeds the anticipated sales price for this property.
Because Affiliates assigned their interests to NPAMLP before the Pension Group
effectively forgave the wraparound mortgage obligations as described above, the
Affected Limited Partners will have an additional tax liability which is not
expected to be significant Such liability may be offset by any suspended passive
losses available to such partner.
On October 16, 1998, Affiliates exercised their option to purchase certain
wraparound mortgage obligations from the Pension Group. These obligations remain
outstanding, with no economic change to NPAMLP. If the Affiliates had remained
as either general or limited partners of NPAMLP, the partners might have been
required to recognize substantial current income (without corresponding cash
distributions) and further, NPAMLP's ability to deduct future losses, if any,
could have been called into question. This could have effectively eliminated the
tax basis of all partners in NPAMLP. To prevent this result, Affiliates assigned
their interests in NPAMLP as described above.
The net effect of this series of transactions on NPAMLP was to reduce NPAMLP's
wraparound mortgage obligations by $81,518,000 with related discounts of
$52,815,000, to reduce the number of outstanding Units of NPAMLP by the 2,248
Units formerly owned by Affiliates (2.25% of the outstanding Units ) and, as to
the Affected Limited Partners, to recognize certain amounts of ordinary income
for tax purposes.
Liquidity and Capital Resources
Net cash provided by operations for the nine month period ended September 30,
1998 was $5,628,000. Net cash used in financing and investing activities was
$1,686,000 and $136,000, respectively. As a result of the above, there was a
$3,806,000 increase in cash for the nine months ended September 30, 1998.
On July 10, 1998, $13,902,000 of underlying mortgage obligations were refinanced
with $19,770,000 of new debt (the "New Debt") secured by mortgages or deeds of
trust on ten of its properties (the "Refinanced Properties") with Credit Suisse
First Boston Mortgage Capital, LLC (the "Lender"). This transaction is referred
to below as the "Refinancing." As a result of the Refinancing, the maturities of
the prior debt on the Refinanced Properties were extended from various maturity
dates to July 11, 2028. Payments on the New Debt are calculated on a thirty year
amortization schedule;
9
<PAGE> 10
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 (continued)
however, if the New Debt is not paid in full by July 11, 2008, the interest rate
will increase for the remainder of the term. The annual debt service
requirements on the Refinanced Properties for NPAMLP will remain unchanged.
After satisfying the prior debt on the Refinanced Properties, the proceeds of
the Refinancing were used to pay off the underlying mortgage obligations on two
additional properties owned by NPAMLP and the balance of $5,868,000 was loaned
by the Pension Group to NPAMLP to establish approximately $3,300,000 in capital
expenditure and tenant improvement reserves for the Refinanced Properties and
for other properties owned by NPAMLP, to pay off the line of credit from
Firstrust Bank, for closing and legal expenses of the Refinancing and to fund
escrows for insurance and taxes (capitalized terms not defined herein have the
same meaning as defined in the 1997 Form 10-K previously filed).
As of September 30, 1998, the underlying mortgages were current for all the
properties except for one of the underlying mortgage obligations on the Cahokia,
Illinois property. As of September 30, 1998, the underlying mortgage loan on the
Cahokia property was delinquent. The lender has declared a default with respect
to this mortgage. The Cahokia property is owned by Cahokia Associates, which in
August 1998 filed for protection under Chapter 11 of the U.S. Bankruptcy Code.
Cahokia Associates has been operating as a Debtor-In-Possession since the filing
date and intends to file a Plan of Reorganization during the fourth quarter of
this year.
As of September 30, 1998, NPAMLP was obligated for approximately $623,000 of
capital commitments which are primarily for asphalt repairs and tenant fit-out
costs.
Year 2000
NPAMLP relies on the computer system of EBL&S Property Management, Inc. (The
Property Manager) for its management information systems. The Property Manager
is in the process of replacing its computer hardware and software systems with
respect to the year 2000 millennium change. The replacement of this system is
planned to be completed and tested during the first half of 1999. This includes
the purchase of new hardware equipment and a software package by December 1998.
The total cost of the hardware and software will be borne by the Property
Manager. The Property Manager does not anticipate any other incremental costs
relating to this replacement as the Property Manager will use current employees
to install and test the equipment and software. NPAMLP's reliance on information
systems is not significant. In the worst case scenario, NPAMLP could continue to
operate using non-automated processes due to the limited number of properties it
owns (49 properties at September 30, 1998).
10
<PAGE> 11
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 September 30, 1998.
11
<PAGE> 12
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: November 16, 1998
By: EBL&S, Inc., its managing general partner
------------------------------------------------
By: /s/ Edward B. Lipkin
------------------------------------------------
Name: Edward B. Lipkin
Title: President and Principal Financial Officer
12
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 6,286
<SECURITIES> 0
<RECEIVABLES> 374
<ALLOWANCES> 30
<INVENTORY> 0
<CURRENT-ASSETS> 6,630
<PP&E> 239,794
<DEPRECIATION> 111,388
<TOTAL-ASSETS> 136,697
<CURRENT-LIABILITIES> 2,898
<BONDS> 153,636
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 136,697
<SALES> 0
<TOTAL-REVENUES> 8,662
<CGS> 0
<TOTAL-COSTS> 2,544
<OTHER-EXPENSES> 1,984
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,533
<INCOME-PRETAX> (399)
<INCOME-TAX> 0
<INCOME-CONTINUING> (399)
<DISCONTINUED> 0
<EXTRAORDINARY> 31,790
<CHANGES> 0
<NET-INCOME> 31,391
<EPS-PRIMARY> 318.73
<EPS-DILUTED> 318.73
</TABLE>
