<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, 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 November 12, 1999)
<PAGE> 2
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
INDEX
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<TABLE>
<CAPTION>
Page No.
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PART I. FINANCIAL INFORMATION
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<S> <C>
Item 1. Financial Statements
Combined Balance Sheets
September 30, 1999 and December 31, 1998 .............................. 3
Combined Statements of Operations and Changes in
Partners' Deficit
Three and Nine Months ended September 30, 1999 and 1998 ................ 4
Combined Statements of Cash Flows
Nine Months ended September 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 ............................................. 11
SIGNATURES ................................................................. 12
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</TABLE>
2
<PAGE> 3
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
COMBINED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
ASSETS (UNAUDITED)
--------------------------
<S> <C> <C>
Rental property, at cost:
Land $ 15,713 $ 16,292
Buildings 220,185 224,029
--------------------------
235,898 240,321
Less: accumulated depreciation 115,441 113,228
--------------------------
Rental property, net 120,457 127,093
Cash and cash equivalents 2,290 2,190
Restricted cash 2,894 3,459
Tenant accounts receivable, net of allowance
of $30 - 1999 and 1998 329 179
Unbilled rent receivable 539 850
Tenant leasing costs 69 76
Accounts receivable and other assets 1,085 1,057
--------------------------
Total assets $ 127,663 $ 134,904
==========================
LIABILITIES AND PARTNERS' DEFICIT
Wraparound mortgages payable $ 303,808 $ 318,555
Less: unamortized discount based on imputed
interest rate of 12% 158,352 169,290
--------------------------
Wraparound mortgages payable less
unamortized discount 145,456 149,265
Other borrowings 813 445
Deferred revenue 1,528 331
Accounts payable and other liabilities 2,378 1,780
Finance lease obligation 2,650 2,650
Deposit on sale of property 2,051 2,051
--------------------------
Total liabilities 154,876 156,522
Partners' deficit (27,213) (21,618)
--------------------------
Total liabilities and partners' deficit $ 127,663 $ 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 NINE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------------------------------
1999 1998 1999 1998
--------------------------------------------------
<S> <C> <C> <C> <C>
Income:
Rental income $ 4,967 $ 5,300 $ 14,326 $ 16,435
Other charges to tenants 1,400 2,156 3,995 5,767
Interest income 78 66 179 124
Other income 0 0 0 61
--------------------------------------------------
Total income 6,445 7,522 18,500 22,387
--------------------------------------------------
Operating expenses:
Interest expense 4,106 4,533 12,137 14,775
Real estate taxes 1,172 1,323 3,516 3,969
Management fees 287 263 869 909
Common area maintenance expenses 431 326 1,443 1,430
Ground rent 106 118 366 415
Repairs and maintenance 114 71 407 300
General and administrative 137 443 464 1,113
Depreciation and amortization 1,823 1,984 5,489 6,149
--------------------------------------------------
Total operating expenses 8,176 9,061 24,691 29,060
--------------------------------------------------
Operating loss (1,731) (1,539) (6,191) (6,673)
Other (expense) income:
Net (loss) gain on disposition of properties 0 1,140 (1,478) 3,338
--------------------------------------------------
Loss before extraordinary gain (1,731) (399) (7,669) (3,335)
Extraordinary gain:
Forgiveness of wraparound mortgages
payable on dispositions of properties 0 31,790 2,074 32,068
--------------------------------------------------
Net (loss) income (1,731) 31,391 (5,595) 28,733
Partners' deficit:
Beginning of period (25,482) (56,229) (21,618) (53,571)
--------------------------------------------------
End of period ($27,213) ($24,838) ($27,213) ($24,838)
==================================================
Net (loss) income per unit ($ 17.70) $ 318.73 ($ 57.23) $ 288.80
==================================================
</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>
NINE MONTHS
ENDED
SEPTEMBER 30,
----------------------
1999 1998
----------------------
<S> <C> <C>
Cash flows from operating activities:
Net (loss) income ($ 5,595) $ 28,733
Adjustments to reconcile net (loss) income to
net cash provided by operating activities:
Depreciation 5,372 6,001
Amortization of discount 5,373 6,446
Net gain on disposition of properties
including forgiveness of wraparound
mortgages payable (596) (35,406)
Increase in tenant accounts receivable (150) (291)
Decrease in unbilled rent receivable 311 26
Decrease in tenant leasing costs 7 32
Increase in accounts receivable
and other assets (28) (54)
Increase (decrease) in accounts
payable and other liabilities 598 (400)
Increase in deferred revenue 1,197 541
----------------------
Net cash provided by operating activities 6,489 5,628
----------------------
Cash flows from financing activities:
Payments on wraparound mortgages (4,943) (5,307)
Decrease in due to Pension Group 0 (1,654)
Proceeds from other borrowings 368 0
Repayment of other borrowings 0 (593)
Proceeds from additional debt 0 5,868
----------------------
Net cash used in financing activities (4,575) (1,686)
----------------------
Cash flows from investing activities:
Disposition of properties (270) 1,549
Improvements to rental property (2,109) (1,296)
Decrease in deposit on sale of property 0 (389)
----------------------
Net cash used in investing activities (2,379) (136)
----------------------
(Decrease) increase in cash and
cash equivalents (465) 3,806
Cash and cash equivalents:
Beginning of period 5,649 2,480
----------------------
End of period $ 5,184 $ 6,286
======================
</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)
September 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 September 30, 1999 and 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 nine
month periods ended September 30, 1999 versus September 30, 1998 by $1,077,000
and $3,887,000, 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 nine month periods ended
September 30, 1999 versus September 30, 1998 by $885,000 and $4,369,000,
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 nine month period
ended September 30, 1999 of $1,478,000 versus a net gain on disposition of
properties of $3,338,000 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 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; 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)
- ---------------------------------
Effective September 1, 1998, Main Line Pension Group forgave $81,518,000 of
wraparound mortgage obligations with related discounts of $52,815,000 on 12
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. In addition, Main Line
Pension Group forgave $1,954,000 which was due Main Line Pension Group for past
due payments. The total resulting gain of $30,657,000 was reported in the third
quarter of 1998.
There was forgiveness of wraparound mortgages payable on dispositions of
properties for the nine month period ended September 30, 1999 of $2,074,000
versus $32,068,000 for the same period in 1998. This resulted from the
dispositions of the Cahokia parcels in 1999; the forgiveness of the Main Line
Pension Group obligations in 1998 as described above; and the dispositions of
the East Greenbush, Las Vegas and Wichita properties in 1998, which produced
additional forgiveness of wraparound mortgages payable on disposition of
properties of $1,088,000, $278,000, and $45,000, respectively.
Liquidity and Capital Resources
- -------------------------------
Net cash provided by operations for the nine month period ended September 30,
1999 was $6,489,000. Net cash used in financing and investing activities was
$4,575,000 and $2,379,000, respectively. As a result of the above, there was a
$465,000 decrease in cash for the nine months ended September 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 September 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 $4,409,000 and a
wraparound mortgage payable of $6,651,000) 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 September 30, 1999, $813,000 was owed by NPAMLP and $770,000 was
owed by E & H under the lines of credit, respectively.
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)
- -------------------------------------------
As of September 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 September 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
the Fairfield, Wahpeton and Washington properties were leased to the same tenant
as of September 30, 1999. This tenant is seeking to enforce a provision of its
lease whereby NPAMLP, as landlord, would be required to convey all four of the
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 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 September 30, 1999, NPAMLP was obligated for approximately $738,000 of
capital commitments which are primarily for tenant improvements and roof
replacements.
In February 1998, NPAMLP sold an option for the purchase of the Minot, North
Dakota property. The option provided that title to the land and building was to
be conveyed to the holder of the option in 2001 or future years for set
consideration agreed upon for those years. In September 1999, NPAMLP agreed to
accelerate the conveyance of the Minot property in consideration of an increased
sale price. The Minot property was formally conveyed in October 1999 which
resulted in a gain on disposition of properties of approximately $171,000 and
forgiveness of wraparound mortgages payable on dispositions of properties of
approximately $807,000. In addition, the recognition of the option resulted in
an increase in other income of $150,000.
The above transaction will be substantially structured to be a nontaxable event
under Section 1031 of the Internal Revenue Code. A new property will be
identified and purchased for exchange within the time period provided under
Section 1031.
9
<PAGE> 10
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
Management's Discussion and Analysis of Results of Operations and Financial
Condition
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.
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, 1999.
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 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
12
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 5,184
<SECURITIES> 0
<RECEIVABLES> 359
<ALLOWANCES> 30
<INVENTORY> 0
<CURRENT-ASSETS> 5,513
<PP&E> 235,898
<DEPRECIATION> 115,441
<TOTAL-ASSETS> 127,663
<CURRENT-LIABILITIES> 4,719
<BONDS> 145,456
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 127,663
<SALES> 0
<TOTAL-REVENUES> 6,445
<CGS> 0
<TOTAL-COSTS> 2,247
<OTHER-EXPENSES> 1,823
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,106
<INCOME-PRETAX> (1,731)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,731)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,731)
<EPS-BASIC> (17.71)
<EPS-DILUTED> (17.71)
</TABLE>
