<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 March 31, 2000.
[ ] 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 May 12, 2000)
<PAGE> 2
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
INDEX
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Page No.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Combined Balance Sheets
March 31, 2000 and December 31, 1999 3
Combined Statements of Operations and Changes in
Partners' Deficit
Three Months ended March 31, 2000 and 1999 4
Combined Statements of Cash Flows
Three Months ended March 31, 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
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<PAGE> 3
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
COMBINED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
ASSETS (UNAUDITED)
------------------------
<S> <C> <C>
Rental property, at cost:
Land $ 15,474 $ 15,293
Buildings 217,914 215,676
-----------------------
233,388 230,969
Less: accumulated depreciation 116,070 114,302
-----------------------
Rental property, net 117,318 116,667
Cash and cash equivalents 2,816 2,527
Restricted cash 3,155 2,316
Tenant accounts receivable, net of allowance
of $30 - 2000 and 1999 489 312
Unbilled rent receivable 521 531
Tenant leasing costs 45 50
Accounts receivable and other assets 1,257 1,684
-----------------------
Total assets $125,601 $124,087
=======================
LIABILITIES AND PARTNERS' DEFICIT
Wraparound mortgages payable $302,605 $300,782
Less: unamortized discount based on imputed
interest rate of 12% 154,545 156,559
-----------------------
Wraparound mortgages payable less
unamortized discount 148,060 144,223
Due to Pension Groups -- 189
Other borrowings 770 770
Deferred revenue 624 556
Accounts payable and other liabilities 1,932 1,989
Finance lease obligation 2,650 2,650
Deposit on sale of property 2,051 2,051
-----------------------
Total liabilities 156,087 152,428
Partners' deficit (30,486) (28,341)
-----------------------
Total liabilities and partners' deficit $125,601 $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
ENDED
MARCH 31,
-----------------------
2000 1999
-----------------------
<S> <C> <C>
Income:
Rental income $ 4,838 $ 4,585
Other charges to tenants 1,375 1,274
Interest income 59 52
-----------------------
Total income 6,272 5,911
-----------------------
Operating expenses:
Interest expense 4,105 4,069
Real estate taxes 1,231 1,172
Management fees 274 299
Common area maintenance expenses 660 565
Ground rent 165 158
Repairs and maintenance 85 153
General and administrative 95 131
Depreciation and amortization 1,802 1,828
-----------------------
Total operating expenses 8,417 8,375
-----------------------
Operating loss (2,145) (2,464)
Other expense:
Net loss on disposition of properties -- (1,478)
-----------------------
Loss before extraordinary gain (2,145) (3,942)
Extraordinary gain:
Forgiveness of wraparound mortgages
payable on dispositions of properties -- 2,074
-----------------------
Net loss (2,145) (1,868)
Partners' deficit:
Beginning of period (28,341) (21,618)
-----------------------
End of period $(30,486) $(23,486)
=======================
Net loss per unit $ (21.94) $ (19.11)
=======================
</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>
THREE MONTHS
ENDED
MARCH 31,
---------------------
2000 1999
---------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(2,145) $(1,868)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation 1,768 1,782
Amortization of discount 2,014 1,791
Net gain on disposition of properties
including forgiveness of wraparound
mortgages payable -- (596)
Increase in tenant accounts receivable (177) (423)
Decrease in unbilled rent receivable 10 283
Decrease in tenant leasing costs 5 7
Decrease (increase) in accounts
receivable and other assets 427 (32)
Decrease in accounts payable and
other liabilities (57) (167)
Increase in deferred revenue 68 1,020
---------------------
Net cash provided by operating activities 1,913 1,797
---------------------
Cash flows from financing activities:
Payments on wraparound mortgages (1,742) (1,681)
Decrease in due to Pension Groups (189) --
Proceeds from other borrowings -- 175
Proceeds from additional debt 3,565 --
---------------------
Net cash provided by (used in)
financing activities 1,634 (1,506)
---------------------
Cash flows from investing activities:
Acquisition of properties (2,170) (270)
Improvements to rental property (249) (564)
---------------------
Net cash used in investing activities (2,419) (834)
---------------------
Increase (decrease) in cash and
cash equivalents 1,128 (543)
Cash and cash equivalents:
Beginning of period 4,843 5,650
---------------------
End of period $ 5,971 $ 5,107
=====================
</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)
March 31, 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.
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 March 31, 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. This transaction was structured to be a tax-free exchange in
accordance with Section 1031 of the Internal Revenue Code. Income increased for
the three month period ended March 31, 2000 versus March 31, 1999 by $361,000.
The increase 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 increase was partially
offset by decreased rental income and other charges to tenants arising from the
above property transactions.
Operating expenses increased for the three month period ended March 31, 2000
versus March 31, 1999 by $42,000. The increase in operating expenses was
primarily due to increases in common area maintenance expenses resulting from
increased snow removal and landscaping expenses at certain properties.
There was a net loss on disposition of properties for the three month period
ended March 31, 1999 of $1,478,000. This was due to the dispositions of the two
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.
Forgiveness of wraparound mortgages payable on dispositions of properties for
the three month period ended March 31, 1999 resulted from the dispositions of
the two Cahokia parcels 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 and financing activities for the three month
period ended March 31, 2000 was $1,913,000 and $1,634,000, respectively. Net
cash used in investing activities was $2,419,000. As a result of the above,
there was a $1,128,000 increase in cash for the three months ended March 31,
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 March 31, 2000, there were $770,000 of advances under the NPAMLP
Lines.
As of March 31, 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. In June 1999 the loan
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 March 31, 2000. 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 of which $912,000 will be used for the purposes of making
capital and tenant improvements to the Ardmore property and the balance used for
capital and tenant improvements to other properties of NPAMLP.
As of March 31, 2000, NPAMLP was obligated for approximately $222,000 of capital
commitments which are primarily for tenant fit-out costs and roof replacement.
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 March 31, 2000.
9
<PAGE> 10
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: May 12, 2000
---------------------------------------------
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
10
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 5,971
<SECURITIES> 0
<RECEIVABLES> 519
<ALLOWANCES> 30
<INVENTORY> 0
<CURRENT-ASSETS> 6,460
<PP&E> 233,388
<DEPRECIATION> 116,070
<TOTAL-ASSETS> 125,601
<CURRENT-LIABILITIES> 3,326
<BONDS> 148,060
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 125,601
<SALES> 0
<TOTAL-REVENUES> 6,272
<CGS> 0
<TOTAL-COSTS> 2,510
<OTHER-EXPENSES> 1,802
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,105
<INCOME-PRETAX> (2,145)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,145)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,145)
<EPS-BASIC> (21.94)
<EPS-DILUTED> (21.94)
</TABLE>
