<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, 1999.
[ ] 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 August 12, 1999)
<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
June 30, 1999 and December 31, 1998 3
Combined Statements of Operations and Changes in
Partners' Deficit
Three and Six Months ended June 30, 1999 and 1998 4
Combined Statements of Cash Flows
Six Months ended June 30, 1999 and 1998 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 10
SIGNATURES 11
- ----------
</TABLE>
2
<PAGE> 3
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
COMBINED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1999 1998
(UNAUDITED)
---------------------------------
<S> <C> <C>
ASSETS
Rental property, at cost:
Land $ 15,713 $ 16,292
Buildings 218,934 224,029
-------------------------------
234,647 240,321
Less: accumulated depreciation 113,643 113,228
-------------------------------
Rental property, net 121,004 127,093
Cash and cash equivalents 2,743 2,190
Restricted cash 2,781 3,459
Tenant accounts receivable, net of allowance
of $30 - 1999 and 1998 318 179
Unbilled rent receivable 551 850
Tenant leasing costs 66 76
Accounts receivable and other assets 992 1,057
-------------------------------
Total assets $128,455 $134,904
===============================
LIABILITIES AND PARTNERS' DEFICIT
Wraparound mortgages payable $305,489 $318,555
Less: unamortized discount based on imputed
interest rate of 12% 160,143 169,290
-------------------------------
Wraparound mortgages payable less
unamortized discount 145,346 149,265
Other borrowings 795 445
Deferred revenue 1,591 331
Accounts payable and other liabilities 1,504 1,780
Finance lease obligation 2,650 2,650
Deposit on sale of property 2,051 2,051
-------------------------------
Total liabilities 153,937 156,522
Partners' deficit (25,482) (21,618)
-------------------------------
Total liabilities and partners' deficit $128,455 $134,904
===============================
</TABLE>
See accompanying notes to 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,
----------------------------------------------------------------------
1999 1998 1999 1998
----------------------------------------------------------------------
<S> <C> <C> <C> <C>
Income:
Rental income $4,774 $5,360 $9,359 $11,135
Other charges to tenants 1,321 1,766 2,595 3,611
Interest income 49 25 101 58
Other income 0 0 0 61
----------------------------------------------------------------------
Total income 6,144 7,151 12,055 14,865
----------------------------------------------------------------------
Operating expenses:
Interest expense 3,962 4,710 8,031 10,242
Real estate taxes 1,172 1,323 2,344 2,646
Management fees 283 328 582 646
Common area maintenance expenses 447 495 1,012 1,104
Ground rent 102 118 260 297
Repairs and maintenance 140 83 293 229
General and administrative 196 204 327 670
Depreciation and amortization 1,838 2,063 3,666 4,165
----------------------------------------------------------------------
Total operating expenses 8,140 9,324 16,515 19,999
----------------------------------------------------------------------
Operating loss (1,996) (2,173) (4,460) (5,134)
Other (expense) income:
Net (loss) gain income on disposition
of properties 0 (610) (1,478) 2,198
----------------------------------------------------------------------
Loss before extraordinary gain (1,996) (2,783) (5,938) (2,936)
Extraordinary gain:
Forgiveness of wraparound mortgages
payable on dispositions of properties 0 278 2,074 278
----------------------------------------------------------------------
Net loss (1,996) (2,505) (3,864) (2,658)
Partners' deficit:
Beginning of period (23,486) (53,724) (21,618) (53,571)
----------------------------------------------------------------------
End of period ($25,482) ($56,229) ($25,482) ($56,229)
======================================================================
Net loss per unit ($20.42) ($25.05) ($39.53) ($26.58)
======================================================================
</TABLE>
See accompanying notes to 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,
-----------------------------
1999 1998
-----------------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss ($3,864) ($2,658)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation 3,574 4,065
Amortization of discount 3,582 4,476
Net gain on disposition of properties
including forgiveness of wraparound
mortgages payable (596) (2,476)
Increase in tenant accounts receivable (139) (347)
Decrease in unbilled rent receivable 299 12
Decrease in tenant leasing costs 10 25
Decrease (increase) in accounts
receivable and other assets 65 (40)
(Decrease) increase in accounts
payable and other liabilities (276) 255
Increase in deferred revenue 1,260 694
-----------------------------
Net cash provided by operating activities 3,915 4,006
-----------------------------
Cash flows from financing activities:
Payments on wraparound mortgages (3,263) (3,537)
Increase in due to Pension Group 0 200
Proceeds from other borrowings 350 0
Repayment of other borrowings 0 (100)
-----------------------------
Net cash used in financing activities (2,913) (3,437)
-----------------------------
Cash flows from investing activities:
Disposition of properties (270) 46
Improvements to rental property (858) (338)
Decrease in deposit on sale of property 0 (389)
-----------------------------
Net cash used in investing activities (1,128) (681)
-----------------------------
Decrease in cash and cash equivalents (126) (112)
Cash and cash equivalents:
Beginning of period 5,650 2,480
-----------------------------
End of period $5,524 $2,368
=============================
</TABLE>
See accompanying notes to combined financial statements.
5
<PAGE> 6
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
Notes to Combined Financial Statements (Unaudited)
June 30, 1999
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, 1998.
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"), the equity general partner.
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 June 30, 1999 versus 53 at June 30, 1998. 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, New Jersey property was transferred to affiliates of the managing
general partner in exchange for their entire economic interest as limited
partners in NPAMLP. 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. In January and March 1999, portions of the Cahokia, Illinois
property were conveyed to the underlying mortgage lender and sold, respectively,
pursuant to the Plan of Reorganization of Cahokia Associates. Income decreased
for the three and six month periods ended June 30, 1999 versus June 30, 1998 by
$1,007,000 and $2,810,000, respectively The decrease was primarily due to
decreased rental income and other charges to tenants arising from the above
property dispositions.
Operating expenses decreased for the three and six month periods ended June 30,
1999 versus June 30, 1999 by $1,184,000 and $3,484,000, respectively. The
decrease in operating expenses was primarily due to decreases in interest, real
estate tax, general and administrative expenses and depreciation resulting from
the forgiveness of wraparound mortgage obligations and property dispositions.
There was a net loss on disposition of properties for the six month period ended
June 30, 1999 of $1,478,000 versus a net gain on disposition of properties of
$2,198,000 in the same period in 1998. The variance was due to the dispositions
of the Cahokia property parcels in January and March 1999, which produced a net
loss on disposition of properties of $1,440,000 and $38,000, respectively; 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;
and 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.
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)
- ---------------------
There was forgiveness of wraparound mortgages payable on dispositions of
properties for the six month period ended June 30, 1999 of $2,074,000 versus
$278,000 in the same period in 1998. This resulted from the dispositions of the
Cahokia parcels in 1999 and the disposition of the Las Vegas property in 1998 as
described above.
Liquidity and Capital Resources
- -------------------------------
Net cash provided by operations for the six month period ended June 30, 1999 was
$3,915,000. Net cash used in financing and investing activities was $2,913,000
and $1,128,000, respectively. As a result of the above, there was a $126,000
decrease in cash for the six months ended June 30, 1999.
During 1995 NPAMLP negotiated with E & H Properties, Inc. (E & H), a related
party, for E & H to advance up to $1,000,000 to NPAMLP for the purpose of making
capital and tenant improvements to the properties. Pursuant to this agreement,
the obligation of E & H to make advances to NPAMLP is at all times the sole and
absolute discretion of E & H. The line bears interest based on a variable rate
(11.25% at June 30, 1999) and has no expiration date. The amounts advanced to
NPAMLP are not directly secured by any collateral; however, the East Haven
property (with a net book value of rental property of $4,287,000 and a
wraparound mortgage payable of $6,782,000) has been pledged to secure a line of
credit extended to E & H by a bank which enables E & H to make advances to
NPAMLP. As of June 30, 1999, $770,000 was owed by NPAMLP and E & H under the
lines of credit, respectively.
As of June 30, 1999, the third party underlying mortgages were current for all
the properties except the properties located in Borger, Texas; Federal Way,
Washington; Crescent City, California; Fairfield, Iowa; Huron, South Dakota;
Wahpeton, North Dakota; and Washington, Iowa. In October 1998, the loans on the
Borger and Federal Way properties matured and had balloon payments due. In May
1999, the loan on the Crescent City property matured and had a balloon payment
due. The mortgagees have since declared the loans to be in default. NPAMLP is
currently negotiating for alternative financing.
On June 30, 1999, the mortgage on the Fairfield, Iowa; Huron, South Dakota;
Wahpeton, North Dakota; and Washington, Iowa properties matured and had a
balloon payment due. These properties are encumbered by the same mortgage and
were leased to the same tenant as of June 30, 1999. The tenant at these
properties is seeking to enforce a provision of its lease whereby NPAMLP, as
landlord, would be required to convey the four properties at a price defined in
the lease. NPAMLP disputes this interpretation of the lease and in July 1999,
filed an action for declaratory judgment in
8
<PAGE> 9
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)
- -------------------------------
the United States District Court for the Eastern District of Pennsylvania to
resolve this matter. If NPAMLP were required to convey these four properties, it
would result in a gain on disposition of properties of approximately $220,000.
As of June 30, 1999, NPAMLP was obligated for approximately $206,000 of capital
commitments which are primarily for heating and air conditioning units, asphalt
repairs and roof replacement.
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
has updated its computer hardware and software systems to bring its computer
system in compliance with the year 2000 millennium change. This included the
purchase of new hardware equipment and a software package in 1998. The new
system was successfully tested during the first quarter of 1999. The total cost
of the hardware and software was borne by the Property Manager. The Property
Manager does not anticipate any other material costs relating to this
replacement.
9
<PAGE> 10
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, 1999.
10
<PAGE> 11
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, 1999
----------------------------------------------
By: EBL&S, Inc., its managing general partner
-----------------------------------------
By: /s/ EDWARD B. LIPKIN
-----------------------------------------
Name: Edward B. Lipkin
Title: Director
By: Feldman International, Inc., its equity
general partner
-----------------------------------------
By: /s/ ROBERT MCKINNEY
-----------------------------------------
Name: Robert McKinney
Title: Director
11
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> APR-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 5,524
<SECURITIES> 0
<RECEIVABLES> 348
<ALLOWANCES> 30
<INVENTORY> 0
<CURRENT-ASSETS> 5,842
<PP&E> 234,647
<DEPRECIATION> 113,643
<TOTAL-ASSETS> 128,455
<CURRENT-LIABILITIES> 3,890
<BONDS> 145,346
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 128,455
<SALES> 0
<TOTAL-REVENUES> 6,144
<CGS> 0
<TOTAL-COSTS> 2,340
<OTHER-EXPENSES> 1,838
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,962
<INCOME-PRETAX> (1,996)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,996)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,996)
<EPS-BASIC> (20.42)
<EPS-DILUTED> (20.42)
</TABLE>
