<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, 2000.
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
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Act of 1934 for the transition period from _____________ to ____________.
0-24816
(Commission File Number)
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 23-2610414
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(State of other jurisdiction (IRS Employer Identification No.)
incorporated or organization)
230 S. Broad Street, Mezzanine
Philadelphia, Pennsylvania 19102
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(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 13, 2000)
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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
INDEX
<TABLE>
<CAPTION>
Page No.
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<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Combined Balance Sheets
September 30, 2000 and December 31, 1999 3
Combined Statements of Operations and Changes in
Partners' Deficit
Three and Nine Months ended September 30, 2000 and 1999 4
Combined Statements of Cash Flows
Nine Months ended September 30, 2000 and 1999 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>
<PAGE> 3
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
Combined Balance Sheets
(in thousands)
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
Assets (Unaudited)
------------- ------------
<S> <C> <C>
Rental property, at cost:
Land $ 15,444 $ 15,293
Buildings 219,028 215,676
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234,472 230,969
Less: accumulated depreciation 119,658 114,302
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Rental property, net 114,814 116,667
Cash and cash equivalents 2,260 2,527
Restricted cash 2,878 2,316
Tenant accounts receivable, net of allowance
of $30 - 2000 and 1999 240 312
Unbilled rent receivable 584 531
Tenant leasing costs 38 50
Accounts receivable and other assets 1,336 1,684
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Total assets $ 122,150 $ 124,087
========= =========
Liabilities and Partners' Deficit
Wraparound mortgages payable $ 299,220 $ 300,782
Less: unamortized discount based on imputed
interest rate of 12% 150,616 156,559
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Wraparound mortgages payable less
unamortized discount 148,604 144,223
Due to Pension Groups -- 189
Other borrowings 770 770
Deferred revenue 322 556
Accounts payable and other liabilities 2,078 1,989
Finance lease obligation 2,650 2,650
Deposit on sale of property 2,051 2,051
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Total liabilities 156,475 152,428
Partners' deficit (34,325) (28,341)
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Total liabilities and partners' deficit $ 122,150 $ 124,087
========= =========
</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,
------------- -------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Income:
Rental income $ 4,838 $ 4,967 $ 14,514 $ 14,326
Other charges to tenants 1,353 1,400 4,093 3,995
Interest income 67 78 188 179
-------- -------- -------- --------
Total income 6,258 6,445 18,795 18,500
-------- -------- -------- --------
Operating expenses:
Interest expense 4,053 4,106 12,220 12,137
Real estate taxes 1,230 1,172 3,695 3,516
Management fees 274 287 824 869
Common area maintenance expenses 484 431 1,555 1,443
Ground rent 113 106 385 366
Repairs and maintenance 68 114 226 407
General and administrative 80 137 376 464
Depreciation 1,800 1,798 5,356 5,372
Amortization 40 25 112 117
-------- -------- -------- --------
Total operating expenses 8,142 8,176 24,749 24,691
-------- -------- -------- --------
Operating loss (1,884) (1,731) (5,954) (6,191)
Other expense:
Net loss on disposition of properties -- -- (30) (1,478)
-------- -------- -------- --------
Loss before extraordinary gain (1,884) (1,731) (5,984) (7,669)
Extraordinary gain:
Forgiveness of wraparound mortgages
payable on dispositions of properties -- -- -- 2,074
-------- -------- -------- --------
Net loss (1,884) (1,731) (5,984) (5,595)
Partners' deficit:
Beginning of period (32,441) (25,482) (28,341) (21,618)
-------- -------- -------- --------
End of period ($34,325) ($27,213) ($34,325) ($27,213)
======== ======== ======== ========
Net loss per unit ($ 19.28) ($ 17.70) ($ 61.22) ($ 57.23)
======== ======== ======== ========
</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,
----------------------
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss ($5,984) ($5,595)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation 5,356 5,372
Amortization of discount 5,943 5,373
Net loss (gain) on disposition of properties
including forgiveness of wraparound
mortgages payable 30 (596)
Decrease (increase) in tenant accounts
receivable 72 (150)
(Increase) decrease in unbilled rent
receivable (53) 311
Decrease in tenant leasing costs 12 7
Decrease (increase) in accounts
receivable and other assets 348 (28)
Increase in accounts payable and other
liabilities 89 598
(Decrease) increase in deferred revenue (234) 1,197
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Net cash provided by operating activities 5,579 6,489
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Cash flows from financing activities:
Payments on wraparound mortgages (5,127) (4,943)
Decrease in due to Pension Groups (189) --
Proceeds from other borrowings -- 368
Proceeds from additional debt 3,565 --
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Net cash used in financing activities (1,751) (4,575)
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Cash flows from investing activities:
Acquisition of properties (2,170) (270)
Improvements to rental property (1,363) (2,109)
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Net cash used in investing activities (3,533) (2,379)
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Increase (decrease) in cash and
cash equivalents 295 (465)
Cash and cash equivalents:
Beginning of period 4,843 5,649
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End of period $ 5,138 $ 5,184
======= =======
</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, 2000
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, 1999.
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.
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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 49 properties at September 30, 2000 and 1999. 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. In October 1999 and March 2000, the Minot, North Dakota
property was sold and the Painesville, Ohio property was purchased,
respectively, in a transaction structured to be a tax-free exchange in
accordance with Section 1031 of the Internal Revenue Code. In June 2000, a
portion of the Sparks, Nevada property was conveyed to the State of Nevada
pursuant to a road widening project. Income decreased for the three month period
and increased for the nine month period ended September 30, 2000 versus the same
periods ended September 30, 1999 by $187,000 and $295,000, respectively. The
increase during the nine month period was primarily due to increased rental
income arising from increased leasing activity, and increased other charges to
tenants arising from increased real estate tax and common area maintenance
expenses. The decrease during the three month period was primarily due to
decreased rental income and other charges to tenants arising from the above
property transactions.
Operating expenses decreased for the three month period and increased for the
nine month period ended September 30, 2000 versus the same periods ended
September 30, 1999 by $34,000 and $58,000, respectively. The increase during the
nine month period was primarily due to increases in real estate tax expenses.
The decrease during the three month period was primarily due to decreased
general and administrative expenses.
There was a net loss on disposition of properties for the nine month periods
ended September 30, 2000 and September 30, 1999 of $30,000 and $1,478,000,
respectively. This was due to the dispositions of a portion of the Sparks
property in June 2000 and portions of the Cahokia property in January and March
1999, respectively.
Forgiveness of wraparound mortgages payable on dispositions of properties for
the nine month period ended September 30, 1999 resulted from the dispositions of
portions of the Cahokia property as described above.
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 operating activities for the nine month period ended
September 30, 2000 was $5,579,000. Net cash used in financing and investing
activities was $1,751,000 and $3,533,000, respectively. As a result of the
above, there was a $295,000 increase in cash for the nine months ended September
30, 2000.
During 1999 and 2000, NPAMLP had two outstanding lines of credit with E & H
Properties, Inc. (E & H), a related party, under which E & H would advance up to
$1,250,000 to NPAMLP for the purposes of making capital and tenant improvements
to the properties (the NPAMLP Lines). The NPAMLP Lines include a $1,000,000 and
a $250,000 line of credit. Pursuant to the NPAMLP Lines, the obligation of E & H
to make advances to NPAMLP is at all times in the sole and absolute discretion
of E & H. As of September 30, 2000, there were $770,000 of advances under the
NPAMLP Lines.
As of September 30, 2000, the third party underlying mortgages were current for
all the properties except the properties located in Fairfield, Iowa; Huron,
South Dakota; Wahpeton, North Dakota and Washington, Iowa. 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, 2000. In June 1999
the loan matured and had a balloon payment due. 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 judgement 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 loss on disposition of
properties of approximately $85,000.
In March 2000, the third party underlying mortgage on the Ardmore, Oklahoma
property was refinanced. The refinancing provided NPAMLP with approximately
$1,492,000 in funds to be used for the purposes of making capital and tenant
improvements to the Ardmore property and the other properties of NPAMLP. As of
September 30, 2000, approximately $505,000 has been used for these purposes.
As of September 30, 2000, NPAMLP was obligated for approximately $174,000 of
capital commitments which are primarily for roof replacement and replacement of
heating and air conditioning units.
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 September 30, 2000.
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: November 13, 2000
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By: EBL&S, Inc., its managing general partner
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By: /s/ Edward B. Lipkin
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Name: Edward B. Lipkin
Title: Director
By: Feldman International, Inc., its equity
general partner
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By: /s/ Robert McKinney
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Name: Robert McKinney
Title: Director
10
