<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
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Act of 1934 for the quarterly period ended March 31, 1998.
Transition report pursuant to Section 13 or 15(d) of the Securities
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Exchange Act of 1934 for the transition period from to
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0-24816
(Commission File Number)
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Delaware 23-2610414
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(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
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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
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(Class) (Outstanding at May 13, 1998)
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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
INDEX
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<CAPTION>
Page No.
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PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements
Combined Balance Sheets
March 31, 1998 and December 31, 1997 3
Combined Statements of Operations and Changes in
Partners' Deficit
Three Months ended March 31, 1998 and 1997 4
Combined Statements of Cash Flows
Three Months ended March 31, 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
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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)
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<CAPTION>
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MARCH 31, DECEMBER 31,
1998 1997
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(UNAUDITED)
ASSETS
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Rental property, at cost:
Land $ 17,805 $ 17,970
Buildings 245,286 255,764
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263,091 273,734
Less accumulated depreciation 119,300 122,448
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Rental property, net 143,791 151,286
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Cash and cash equivalents 700 1,068
Restricted cash 1,040 1,412
Tenant accounts receivable, net of allowance
of $30 - 1998 and 1997 349 53
Unbilled rent receivable 886 882
Tenant leasing costs 105 117
Accounts receivable and other assets 731 667
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Total assets $147,602 $155,485
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LIABILITIES AND PARTNERS' DEFICIT
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Wraparound mortgages payable $433,035 $446,712
Less unamortized discount based on imputed
interest rate of 12% 242,585 248,050
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Wraparound mortgages payable less
unamortized discount 190,450 198,662
Due to Pension Group 1,954 1,954
Other borrowings 493 593
Deferred revenue 793 396
Accounts payable and other liabilities 2,546 2,361
Finance lease obligation 2,650 2,650
Deposit on sale of property 2,440 2,440
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Total liabilities 201,326 209,056
Partners' deficit (53,724) (53,571)
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Total liabilities and partners' deficit $147,602 $155,485
====================================================================================================
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The accompanying notes are an integral part of these combined financial
statements.
3
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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)
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<CAPTION>
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THREE MONTHS
ENDED
MARCH 31,
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1998 1997
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Income:
Rental income $ 5,775 $ 5,729
Other charges to tenants 1,845 1,871
Interest income 33 40
Other income 61 0
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Total income 7,714 7,640
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Operating expenses:
Interest expense 5,532 5,766
Real estate taxes 1,323 1,510
Management fees 318 376
Common area maintenance expenses 609 744
Ground rent 179 190
Repairs and maintenance 146 171
General and administrative 466 93
Depreciation and amortization 2,102 2,197
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Total operating expenses 10,675 11,047
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Operating loss (2,961) (3,407)
Other income:
Net gain on disposition of properties 2,808 0
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Net Loss (153) (3,407)
Partners' deficit:
Beginning of period (53,571) (38,371)
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End of period ($53,724) ($41,778)
==============================================================================================
Net loss per unit ($1.53) ($34.07)
==============================================================================================
</TABLE>
The accompanying notes are an integral part of these combined financial
statements.
4
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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>
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THREE MONTHS
ENDED
MARCH 31,
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1998 1997
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Cash flows from operating activities:
Net loss ($153) ($3,407)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation 2,052 2,127
Amortization of discount 2,134 2,110
Net gain on disposition of properties
including forgiveness of wraparound
mortgages payable (2,808) 0
Increase in tenant accounts receivable (296) (180)
(Increase) decrease in unbilled rent
receivable, net (4) 155
Decrease in tenant leasing costs 12 13
(Increase) decrease in accounts
receivable and other assets (64) 102
Increase (decrease) in accounts payable
and other liabilities 185 (144)
Increase (decrease) in deferred revenue 397 (76)
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Net cash provided by operating activities 1,455 700
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Cash flows from financing activities:
Payments on wraparound mortgages (1,770) (2,236)
Increase in due to Pension Group 0 820
Proceeds from other borrowings 0 189
Repayment of other borrowings (100) 0
Proceeds from additional debt 0 549
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Net cash used in financing activities (1,870) (678)
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Cash flows from investing activities:
Disposition of properties (79) 0
Improvements to rental property (246) (582)
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Net cash used in investing activities (325) (582)
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Decrease in cash and cash equivalents (740) (560)
Cash and cash equivalents:
Beginning of period 2,480 2,897
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End of period $1,740 $2,337
=================================================================================================================
</TABLE>
The accompanying notes are an integral part of these combined financial
statements.
5
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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
Notes to Combined Financial Statements (Unaudited)
March 31, 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 years
ended December 31, 1997 and 1996.
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.
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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 55 properties at March 31, 1998 versus 57 at March 31, 1997. In
July 1997 the Maplewood, Missouri property was sold. In February 1998 the East
Meadow, New York property was conveyed to the lender pursuant to the Plan of
Reorganization of East Meadow Associates. Income increased for the three month
period ended March 31, 1998 versus March 31, 1997 by $74,000. The increase for
the three month period ended March 31, 1998 versus March 31, 1997 was primarily
due to an increase in other income resulting from the forfeiture of a deposit
for the sale of the Temple Terrace, Florida property.
Operating expenses decreased for the three month period ended March 31, 1998
versus March 31, 1997 by $372,000. The decrease in operating expenses was
primarily due to a decrease in interest expense, real estate taxes and snow
removal expenses. The decrease was partially offset by an increase in legal
fees.
Net gain on disposition of properties for the three month period ended March
31, 1998 versus March 31, 1997 increased by $2,808,000. The variance was due
to the disposition of the East Meadow, New York property in February, 1998,
which produced a net gain on disposition of properties for the three months
ended March 31, 1998.
In March 1998 Main Line Pension Group (the "Pension Group') agreed to the
foregiveness of $95,426,000 of Wraparound mortgage obligations with related
discounts of $57,256,000. In addition, the Pension Group agreed to the
foregiveness of $1,954,000 which is due to the Pension Group for past due
payments. On May 12, 1998 the Pension Group agreed to extend the effective
date of the foregiveness to September 1, 1998. The total resulting gain of
$40,124,000 will be reported in the third quarter of this year.
7
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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, 1998
was $1,455,000. Net cash used in financing and investing activities was
$1,870,000 and $325,000, respectively. As a result of the above, there was a
$740,000 decrease in cash and cash equivalents for the three months ended March
31, 1998.
As of March 31, 1998, the underlying mortgages were current for all the
properties except for the properties located in Ardmore, Oklahoma; Cahokia,
Illinois; North Augusta, South Carolina; Temple Terrace, Florida; Wheelersburg,
Ohio; and Wichita, Kansas. 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 seven years.
As of March 31, 1998, the underlying mortgage loan on the Cahokia, Illinois
property was delinquent one month. As of March 31, 1998, the underlying
mortgage loans on the North Augusta, Wheelersburg and Wichita properties have
matured and had balloon payments due. NPAMLP is currently engaged in
negotiations with the lenders holding these mortgage loans. . As of March 31,
1998, the mortgage loan on the Temple Terrace property was delinquent. 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
March 1998, NPAMLP entered into a contract for sale of the Temple Terrace
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.
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, 1998, $493,000 has been advanced
under this line of credit.
As of March 31, 1997, NPAMLP was obligated for approximately $239,000 of
capital commitments which are primarily for roof repairs and replacements.
8
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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, 1998.
9
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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
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(Registrant)
Date: May 13, 1998
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By: EBL&S, Inc., its sole general partner
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By: /s/ Edward B. Lipkin
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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-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 1,740
<SECURITIES> 0
<RECEIVABLES> 379
<ALLOWANCES> 30
<INVENTORY> 0
<CURRENT-ASSETS> 2,089
<PP&E> 263,091
<DEPRECIATION> 119,300
<TOTAL-ASSETS> 147,602
<CURRENT-LIABILITIES> 3,832
<BONDS> 190,450
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 147,602
<SALES> 0
<TOTAL-REVENUES> 10,522
<CGS> 0
<TOTAL-COSTS> 3,041
<OTHER-EXPENSES> 2,102
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,532
<INCOME-PRETAX> (153)
<INCOME-TAX> 0
<INCOME-CONTINUING> (153)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (153)
<EPS-PRIMARY> (1.53)
<EPS-DILUTED> (1.53)
</TABLE>
