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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, 2003.
| | 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, 2003)
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
INDEX
Page No.
--------
PART I. FINANCIAL INFORMATION
Item 1. Combined Financial Statements (Unaudited)
Combined Balance Sheets March 31, 2003 and December 31, 2002 3
Combined Statements of Operations and Changes in Partners' Deficit
Three Months ended March 31, 2003 and 2002 4
Combined Statements of Cash Flows
Three Months ended March 31, 2003 and 2002 5
Notes to Combined Financial Statements March 31, 2003 and 2002 6
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition 12
PART II. OTHER INFORMATION
Item 6(A). Exhibits 14
Item 6(B). Reports on Form 8-K 14
SIGNATURES
Signatures 15
Certifications of quarterly report 15
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
COMBINED BALANCE SHEETS
(IN THOUSANDS)
MARCH 31, DECEMBER 31,
2003 2002
ASSETS (UNAUDITED)
----------- ------------
Rental property, at cost:
Land $ 11,714 $ 11,983
Buildings 174,519 176,756
--------- ---------
186,233 188,739
Less: accumulated depreciation 105,328 105,559
--------- ---------
Rental property, net 80,905 83,180
Cash and cash equivalents 2,922 2,587
Restricted cash 2,432 2,384
Investment securities available for sale, at market 238 1,453
Tenant accounts receivable, net of allowance of $250 for
2003 and 2002, respectively 985 745
Unbilled rent receivable 238 226
Tenant leasing costs 19 20
Accounts receivable and other assets(1) 1,236 1,280
--------- ---------
Total assets $ 88,975 $ 91,875
========= =========
LIABILITIES AND PARTNERS' DEFICIT
Wraparound mortgages payable (1) $ 248,690 $ 252,746
Less: unamortized discount based on imputed interest rate of 12% (1) 119,521 122,319
--------- ---------
Wraparound mortgages payable less unamortized discount (1) 129,169 130,427
Due to Pension Groups (1) 576 576
Other borrowings (1) 770 770
Accounts payable and other liabilities (1) 2,841 3,381
Deferred revenue 581 500
Finance lease obligation 2,150 2,150
Deposit on sale of property 301 301
--------- ---------
Total liabilities 136,388 138,105
Unrealized loss on investment securities (15) (24)
Partners' deficit (47,398) (46,206)
--------- ---------
Total partners' deficit (47,413) (46,230)
--------- ---------
Total liabilities and partners' deficit $ 88,975 $ 91,875
========= =========
(1) See Note 3: Related Party Transactions.
See accompanying notes to combined financial statements.
2
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)
THREE MONTHS
ENDED
MARCH 31,
----------------------
2003 2002
-------- --------
Income:
Rental income $ 3,736 $ 3,894
Other charges to tenants 1,285 1,148
Interest and dividend income 48 50
-------- --------
Total income 5,069 5,092
-------- --------
Operating expenses:
Interest expense (1) 3,058 3,278
Real estate taxes 1,121 1,042
Management fees (1) 202 222
Common area maintenance expenses 610 454
Ground rent 145 145
Repairs and maintenance 108 84
General and administrative 205 105
Depreciation 1,421 1,437
Amortization 52 44
-------- --------
Total operating expenses 6,922 6,811
-------- --------
Operating loss (1,853) (1,719)
Other income (loss):
Realized gain (loss) on investment securities 20 (3)
Gain on forgiveness of wraparound mortgages payable
on disposition of properties (1) 369 7,552
-------- --------
(Loss) income from continuing operations (1,464) 5,830
Discontinued operations:
Gain (loss) from operations of discontinued components (including
gain on disposition of properties of $416 in 2003 and
loss on disposition of properties of $1,885 in 2002) (1) 272 (2,220)
-------- --------
Net (loss) income (1,192) 3,610
Partners' deficit:
Beginning of period (46,230) (43,453)
Net change in unrealized loss on investment securities 9 53
-------- --------
End of period ($47,413) ($39,790)
======== ========
Net (loss) income per unit ($12.19) $ 36.93
======== ========
(1) See Note 3: Related Party Transactions.
See accompanying notes to combined financial statements.
3
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
COMBINED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
THREE MONTHS
ENDED
MARCH 31,
---------------------
2003 2002
------- --------
Cash flows from operating activities:
Net (loss) income ($1,192) $ 3,610
Adjustments to reconcile net (loss) income to net cash
provided by (used in) operating activities:
Depreciation 1,443 1,637
Amortization of discount (1) 1,844 1,719
Net gain on disposition of properties including
forgiveness of wraparound mortgages payable (1) (786) (5,667)
Gain on finance lease obligation -- (500)
Realized (gain) loss on investment securities (20) 3
Change in assets and liabilities:
Increase in tenant accounts receivable (240) (936)
(Increase) decrease in unbilled rent receivable (12) 6
Decrease in tenant leasing costs 2 1
Decrease (increase) in accounts receivable and other assets (1) 44 (405)
(Decrease) increase in accounts payable and other liabilities (1) (541) 435
Increase in deferred revenue 81 74
------- --------
Net cash provided by (used in) operating activities 623 (23)
------- --------
Cash flows from investing activities:
Disposition of properties 34 3,163
Improvements to rental property (371) (452)
(Decrease) increase in restricted cash (48) 252
Decrease in deposit on sale of property -- (1,150)
Purchase of investment securities -- (3,430)
Sale of investment securities 1,244 301
------- --------
Net cash provided by (used in) investing activities 859 (1,316)
------- --------
Cash flows from financing activities:
Payments on wraparound mortgages (1) (1,147) (1,784)
------- --------
Net cash used in financing activities (1,147) (1,784)
------- --------
Increase (decrease) in cash and cash equivalents 335 (3,123)
Cash and cash equivalents:
Beginning of period 2,587 3,559
------- --------
End of period $ 2,922 $ 436
======= ========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 1,490 $ 6,561
Supplemental disclosure of noncash investing and financing activities:
Reduction in wraparound mortgages from forgiveness
or assumption of debt, net of related discount $ 1,955 $ 16,295
Net book value of properties conveyed $ 1,204 $ 12,367
======= ========
(1) See Note 3: Related Party Transactions.
See accompanying notes to combined financial statements.
4
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
Notes to Combined Financial Statements (Unaudited)
March 31, 2003
(dollars in thousands)
Note 1: Basis of Presentation
The accompanying unaudited combined financial statements have been prepared in
conformity with accounting principles generally accepted in the United States of
America and with the instructions to Form 10-Q. Certain information and
accounting policies and footnote disclosures normally included in financial
statements prepared in conformity with accounting principles generally accepted
in the United States of America have been condensed or omitted pursuant to such
instructions, although the Company believes that the included disclosures are
adequate for a fair presentation. 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. These
combined financial statements should be read in conjunction with the combined
financial statements and notes thereto filed with Form 10-K for the year ended
December 31, 2002.
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 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 their partnership
interests had been contributed on January 1, 1990.
Note 3: Related Party Transactions
Management fees, leasing commissions and certain administrative services are
paid to EBL&S Property Management, Inc (EBL&S), which is owned entirely by E&H
Properties, Inc (E&H), a corporation owned and controlled by Edward B. Lipkin
(Lipkin), a related party. The leasing commissions are deferred over the life of
their respective leases and $387 due to EBL&S is included in Accounts receivable
and other assets on the Balance Sheet at March 31, 2003. Management fees are
paid exclusively to EBL&S and are included in the Statement of Operations. Also,
included in Accounts receivable and other assets is a $436 loan receivable from
a partnership in which Lipkin owns a 50% general partnership interest at March
31, 2003. The Wraparound mortgages payable are held by National Property
Analysts Employee Partnership (NPAEP), Penn Valley Pension Group (PVPG) and Main
Line Pension Group. NPAEP and PVPG, which collectively own approximately 97
percent of the outstanding balance of the Wraparound mortgages payable, are
controlled by Lipkin. Due to Pension Groups, unamortized discount and interest
expense are all financial statement accounts which relate directly to the
Wraparound mortgages payable. Other borrowings represent amounts due to E&H.
Included within Accounts payable and other liabilities are $1,233 due EBL&S and
$90 due E&H at March 31, 2003. During the first quarter of 2002, NPAMLP sold a
property located in Newberry, South Carolina for $1,080, which included the
assumption of related debt in the amount of $650, to a limited partnership in
which Lipkin owned a 1% interest of the general partner. The net gain
5
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
Notes to Combined Financial Statements (Unaudited)
March 31, 2003
(dollars in thousands)
on this transaction, including the forgiveness of wraparound mortgages, net of
discounts, was $784. During the third quarter of 2002, NPAMLP sold a property
located in Fairfield, Iowa for $650 to a limited partnership in which Lipkin
owned a 1% interest of the general partner. The net gain on this transaction,
including the forgiveness of wraparound mortgages, net of discounts, was $690.
During 1996, the El Paso, Texas property was sold to a limited partnership owned
by directors and executives of EBL&S. The sales price of the property was
determined to be at fair market value by an independent appraiser. In connection
with the transaction, a promissory note was issued to NPAMLP in the approximate
amount of $436. The note is unsecured, interest only, bears interest at 10% and
matures on November 1, 2008.
Note 4: Major Tenants
NPAMLP's primary anchor tenant is Kmart Corporation and its subsidiaries
("Kmart") which, for the three months ended March 31, 2003 and 2002 accounted
for approximately 43% and 50%, respectively, of the rental income earned by
NPAMLP. In January 2002, Kmart filed for protection under Chapter 11 of the
United States Bankruptcy Code. As of March 31, 2003, NPAMLP had 17 remaining
leases with Kmart aggregating approximately 1,698,000 square feet. As of March
31, 2003, the total due from Kmart was $1,045 (see Management's Discussion and
Analysis - Liquidity and Capital Resources). Four of the stores occupied by
Kmart had been vacated as of December 31, 2001; however, Kmart had continued to
make rental payments under the terms of its lease for each of these properties
until three of the four leases were rejected by Kmart in bankruptcy during the
first quarter of 2002. Subsequent to the filing of its bankruptcy petition,
Kmart rejected the leases and ceased payment of rent on the Fort Wayne, Indiana;
Lake Mary, Florida and Newberry, South Carolina properties effective February 1,
2002. The fourth Kmart lease vacant at December 31, 2001 was leased to another
anchor tenant in 2002. During the year ended December 31, 1990, NPAMLP sold
options for the purchase of the Fort Wayne, Indiana and Sparks, Nevada
properties (the Sparks property was also leased to Kmart at December 31, 2001)
and under these option agreements, the bankruptcy filing by Kmart constituted a
default on the tenant leases. In January 2002, the Sparks property was conveyed
to the holder of its option. As a result of this transaction, the Deposit on
sale of property was reduced by $1,050 and the net gain, including forgiveness
of wraparound mortgages, net of discounts was recorded for $2,014. In December
2002, the Fort Wayne property was conveyed to the holder of its option. As a
result of this transaction, the Deposit on sale of property was reduced by $600
and the net gain, including the forgiveness of wraparound mortgages, net of
discounts was recorded for $1,136. NPAMLP has negotiated a short term lease with
the subtenant at the Lake Mary property. If NPAMLP is unable to negotiate a
further extension of this lease and negotiate a modification of the mortgage
with the property's lender, the Lake Mary property could be lost to foreclosure.
As of March 31, 2003, the carrying value of this property was $7,151 and the
balance of the related wraparound mortgages payable, net of discounts, was
$5,672. In March 2002, the Newberry property was sold to a limited partnership
in which a related party owned a 1% general partner interest.
In the second quarter of 2002, leases at the Bowling Green, Ohio; and
Hutchinson, Minnesota properties were rejected by Kmart in bankruptcy. There can
be no assurance that new leases can be successfully negotiated or that the
rental income will be comparable. The Hutchinson property is expected to be
foreclosed and conveyed to the property's lender during 2003 and, as a result,
its operations were included in Discontinued operations. The Bowling Green
property had a carrying value of $1,930 and the balance of the related
wraparound mortgages payable, net of discounts, was $5,601 as of March 31, 2003.
As of March 31, 2003, the Hutchinson property had a carrying value of $895 and
the balance of the related wraparound mortgages payable, net of discounts, was
$2,128. As of March 31, 2003 and 2002 Kmart was current with respect to its
post-petition obligations for its remaining leases.
6
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
Notes to Combined Financial Statements (Unaudited)
March 31, 2003
(dollars in thousands)
In January 2003, Kmart filed its Joint Plan of Reorganization and corresponding
Disclosure Statement with the United States Bankruptcy Court. The Plan of
Reorganization was confirmed in the second quarter of 2003 (see Note 11). In
addition, in January 2003, Kmart submitted its second official store closing
list of 326 stores which did not include any of the stores in properties owned
by NPAMLP.
Note 5: Property Subject to Sales Contracts
During the years ended December 31, 1990 and 1995, NPAMLP sold options for the
purchase of two and three rental properties, respectively. Aggregate proceeds
received from the sale of the options were recorded as a Deposit on sale of
property. Any gain or loss arising from these transactions was to be recognized
at the date upon which title to the land and buildings is conveyed to the holder
of the option. The 1990 options provided that title to the land and buildings
was to be conveyed the holder of the options without additional consideration on
November 14, 2003 (the Fort Wayne property) and December 11, 2006 (the Sparks
property) or would be conveyed automatically to the holder of the options in the
event of a default of the underlying tenant leases or mortgages. The properties
subject to the 1990 options were leased by the Kmart at December 31, 2001. Under
the option agreements, the bankruptcy filing by Kmart constituted a default on
the tenant leases. In January and December 2002, the Sparks and Fort Wayne
properties were conveyed to the holders of their options. The remaining 1995
option provides that title to the land and buildings will be conveyed to the
holder of the option without additional consideration on June 30, 2003 (the
Clackamas, Oregon property).
Note 6: Reclassification of Forgiveness of Wraparound Mortgages Payable on
Disposition of Properties
In April 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 145 (SFAS No. 145), Rescission of FASB
Statements No. 4, 44, and 64. SFAS No. 145 rescinds Statement of Financial
Accounting Standards No. 4, which required all gains and losses from
extinguishment of debt to be aggregated and, if material, classified as an
extraordinary item. Under SFAS 145, any gain or loss on extinguishment of debt
that was classified as an extraordinary item in prior periods presented that
does not meet certain defined criteria must be reclassified. Subsequent to
December 31, 2002, management has re-evaluated the impact of SFAS No. 145,
inclusive of the combined statement of operations, and consequently, NPAMLP
adopted SFAS No. 145 effective January 1, 2003. As a result of this adoption,
gains from extinguishment of debt previously reported as extraordinary for the
period ended March 31, 2002, have been reclassified in the accompanying combined
statement of operations for that period to conform to the presentation required
by SFAS No. 145.
Note 7: Impairment or Disposal of Long-Lived Assets
In August 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. SFAS No. 144 addresses financial accounting and
reporting for the impairment or disposal of long-lived assets and supercedes
SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of. However, SFAS No. 144 retains the
fundamental provisions of SFAS No. 121 for (a) recognition and measurement of
the impairment of long-lived assets to be held and (b) measurement of long-lived
assets to be disposed of by sale. SFAS No. 144 supercedes the accounting and
reporting provisions of Accounting Principles Board (APB) Opinion No. 30,
Reporting the Results of Operations - Reporting the Effects of Disposal of a
Segment of a Business and Extraordinary, Unusual and Infrequently
7
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
Notes to Combined Financial Statements (Unaudited)
March 31, 2003
(dollars in thousands)
Occurring Events and Transactions, for the disposal of a segment of a business.
However, SFAS No. 144 retains the requirements of APB Opinion No. 30 to report
discontinued operations separately from continuing operations and extends that
reporting to a component of an entity that either has been disposed of (by sale,
by abandonment, or in distribution to owners), or is classified as held for
sale. NPAMLP adopted SFAS No. 144 as of January 1, 2002 and accordingly, the
results of operations of the properties disposed of or held for sale have been
classified as Discontinued operations in the Combined Statements of Operations
and Changes in Partners' Deficit for all the periods presented.
Note 8: Ground Leases / Finance Lease Obligation
During the year ended December 31, 1991, NPAMLP sold the land underlying the
Chesapeake, Virginia; Fairborn, Ohio; Kalamazoo, Michigan; Philadelphia,
Pennsylvania and Seven Hills, Ohio properties and simultaneously entered into
ground leases to leaseback the land from the buyer that expire between 2003 and
2012. The aggregate proceeds from the five land sales were $2,650 and were
recorded as Finance lease obligations. The amounts paid in accordance with these
ground leases are recorded as interest expense. Any gain or loss from the
transactions will be recognized at the date upon which title to the buildings is
conveyed to the ground lessor. During the term of these ground leases, including
renewal options, NPAMLP is responsible for maintaining the buildings and
building improvements, as well as making the respective mortgage payments. Under
the terms of the 1991 sales, at the expiration of the respective 1991 ground
leases, including renewal options, title to the buildings will be conveyed to
the buyer with no additional consideration and any amounts still outstanding
under the respective wraparound mortgages will remain the liability of NPAMLP.
In February, 2002, the ground lease on the Fairborn property was terminated and
the property was conveyed to the ground lessor. The termination of this ground
lease resulted from the inability of the property to generate sufficient cash
flow to make future payments on its ground lease and underlying mortgage
obligations due to the Kmart bankruptcy petition as well as other tenant
vacancies within the property. As a result of this transaction, the Finance
lease obligation was reduced by $500 and a net gain, including the forgiveness
of wraparound mortgages, net of discounts, was recorded for $1,609.
Note 9: Settlement of Contingency
In January 2002, an agreement was reached to settle a dispute involving the
interpretation of a lease. Under this agreement, the Wahpeton, North Dakota and
Washington, Iowa properties were conveyed to the lessee and the Fairfield, Iowa
and Huron, South Dakota properties were retained by NPAMLP. The Fairfield and
Huron properties were subsequently sold in August, 2002 and February, 2002,
respectively. The net gains on these transactions including the forgiveness of
wraparound mortgages, net of discounts, were as follows: Wahpeton - $303;
Washington - $282; Fairfield - $52 (resulting from forgiveness of debt only
during the first quarter of 2002) and $690 (resulting from the subsequent sale);
and Huron - $623.
8
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
Notes to Combined Financial Statements (Unaudited)
March 31, 2003
(dollars in thousands)
Note 10: Future Interest Agreement
In March 2003 NPAMLP, NPAEP and PVPG, entered into an Agreement, effective as of
January 1, 2003 (the "2003 Agreement"), in which NPAEP and PVPG agreed with
NPAMLP to modify the terms of Wrap Mortgages held by NPAEP and PVPG. The terms
of the 2003 Agreement provide that NPAEP and PVPG will: (a) reduce to 4.1% per
year the annual interest rate payable on any NPAEP Wrap Note or PVPG Wrap Note
that bears a stated annual interest rate in excess of that amount; (b) remove
certain of the properties secured by the NPAEP and PVPG Wrap Mortgages from the
burden of the cross-default and cross-collateralization provisions currently
contemplated by the Restructuring Agreement effective as of January 1, 1990 by
and among MLPG, NPAMLP, National Property Analysts, Inc. and others; and (c)
agree to release the lien of the Wrap Mortgages from the Properties upon a sale
of or the agreement of a leasehold estate in any Property prior to the maturity
of the applicable Wrap Note. In consideration for the above, NPAMLP will modify
the NPAEP Wrap Mortgages and the PVPG Wrap Mortgages to provide that (i) there
is an event of default under the applicable NPAEP Wrap Mortgages or PVPG Wrap
Mortgages, as the case may be, if a judgment or other lien is entered against
the title or lease-holding entity thereby entitling NPAEP or PVPG, as the case
may be, to avail itself of the post-default rights or remedies under the
relevant security document; and (ii) for cross-default and
cross-collateralization among the Unaudited Partnerships and, separately, among
the Audited Partnerships. In addition NPAMLP shall execute and deliver to NPAEP
or PVPG, as the case may be, a currently recordable deed of future interest (or
assignment of future leasehold interest) sufficient to convey to NPAEP or PVPG,
as the case may be, all of NPAMLP's right, title, interest and estate in and to
its fee or leasehold interest in the encumbered properties effective upon the
maturity on December 31, 2013 of the NPAEP Wrap Mortgages and the PVPG Wrap
Mortgages unless the Wrap Mortgages have previously been paid in full.
The Managing General Partner believes that the execution and delivery of the
2003 Agreement will have the following effects for NPAMLP: as a result of the
reduction in the annual interest rate on the NPAEP Wrap Notes and the PVPG Wrap
Notes (i) NPAMLP expects to realize significant reductions in interest that it
otherwise would have been obligated to pay during the period between January 1,
2003 and December 31, 2013 when these loans mature and (ii) NPAMLP will be able
to allocate a greater portion of its available cash flow to principal
repayments. As a result of the faster repayment of principal, the Limited
Partners will recognize additional taxable income (or smaller tax losses) in
each year from 2003 until the maturity of the NPAEP Wrap Mortgages and the PVPG
Wrap Mortgages. In addition, the anticipated date of dissolution of NPAMLP will
now occur in 2013 rather than 2015. Further, because the reduced interest rate
is below the Applicable Federal Rate ("AFR") prescribed under Section 1274,
Internal Revenue Code of 1986, as amended, investors in Unaudited Partnerships
will recognize non-recurring ordinary income (forgiveness of indebtedness) in
2003. The tax impact of this recognition will depend upon numerous factors
related to each investor's particular tax situation, including his marginal tax
rate and his suspended passive losses from prior years. Each investor is urged
to consult his own tax advisor for further advice on this point.
Under the terms of the Restructuring Agreement, all Wrap Mortgages owned by
NPAEP or PVPG are due and payable in substantial "balloon" amounts on December
31, 2013. Assuming no sales of Properties by NPAMLP in the interim period (2003
through 2013) the projected balance due for all of the Wrap Mortgages at
December 31, 2013 is expected to approximate $143,000. As described above, in
return for the reduction in interest rate and other consideration set forth
above, including the satisfaction of the Wrap Mortgages due on December 31,
2013, NPAMLP's general partner has agreed to deliver deeds of future interest
and assignments of leasehold interest, to be recorded currently, effective
December 31, 2013, to NPAEP and PVPG. NPAMLP's general partner has determined
that it is in the best interests of NPAMLP and its partners to do so. The effect
of these deeds and assignments will be to facilitate a transfer of fee and
leasehold ownership to the holders of the Wrap Mortgages at maturity (unless the
Wrap Mortgages have been previously
9
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
Notes to Combined Financial Statements (Unaudited)
March 31, 2003
(dollars in thousands)
paid in full). Notwithstanding the foregoing, NPAEP and PVPG have agreed in the
2003 Agreement to (a) release the liens of the Wrap Mortgages and (b) deliver
such deeds of future interest, assignments of leasehold interests, or other
documents or instruments as are necessary to facilitate or effect such sales of
the Properties prior to December 31, 2013 as the Managing General Partner shall
otherwise deem desirable. The costs incurred arising from the recordation of any
of the documents described in the 2003 Agreement shall be borne by NPAEP or
PVPG, as the case may be. The Managing General Partner believes that the result
of the forgoing actions taken pursuant to the 2003 Agreement will preserve all
rights of the Limited Partners under the Restructuring Agreement, including
their right to share in certain sales proceeds or cash flows prior to maturity
of the Wrap Mortgages.
Neither NPAMLP, NPAEP nor PVPG were represented by independent counsel or
retained other independent advisers or consultants in connection with the
negotiation, execution or delivery of the 2003 Agreement. Nonetheless, the
Managing General Partner believes that the transactions permitted or
contemplated by the 2003 Agreement are fair and equitable to NPAMLP and the
other parties involved.
Note 11: Subsequent Event
On May 6, 2003, the Kmart Plan of Reorganization was confirmed by the Bankruptcy
Court and Kmart emerged from the Court's protection. NPAMLP does not expect that
Kmart's reorganization will have a material impact on NPAMLP's financial
position or results of operations (see Note 4).
10
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
Management's Discussion and analysis of Results of
Operations and Financial Condition
(dollars in thousands)
Liquidity and Capital Resources
Net cash provided by operating and investing activities for the three month
period ended March 31, 2003 was $623 and $859, respectively. Net cash used in
financing activities was $1,147. As a result of the above, there was a $335
increase in cash and cash equivalents for the three months ended March 31, 2003.
This was primarily the result of selling short-term investment securities, which
was substantially offset by payments on wraparound mortgages.
During 2003 and 2002, NPAMLP had two outstanding lines of credit with E&H, a
related party, under which E&H has agreed to advance up to $1,250 to NPAMLP for
the purposes of making capital and tenant improvements to the properties (the
NPAMLP Lines). The NPAMLP Lines include a $1,000 and a $250 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,
2003, there were $770 of advances under the NPAMLP Lines.
As of March 31, 2003, the third party underlying mortgages were current for all
the properties except the properties located in Lake Mary, Florida; Hutchinson,
Minnesota; Huntington, West Virginia; Taylorville, Illinois and Waverly, Ohio.
In January 2002, Kmart filed for protection under Chapter 11 of the United
States Bankruptcy Code which caused a default on the leases at the Lake Mary and
Hutchinson properties (see Note 4). NPAMLP is currently in negotiations with the
sub tenant of the Lake Mary property and the property's lender (see Note 4). If
these negotiations are not successful, the property could be lost to
foreclosure. This would result in a net loss on disposition of properties
including forgiveness of wraparound mortgages, net of related discounts, of
approximately $1,479. The Hutchinson property is expected to be lost to
foreclosure (see Note 4). This would result in a net gain on disposition of
properties including forgiveness of wraparound mortgages, net of discounts, of
approximately $1,233. The Huntington, Taylorville and Waverly properties are
encumbered by one third party underlying mortgage which is cross-collateralized
and cross-defaulted. NPAMLP is currently in negotiations with the holder of this
mortgage to modify its terms. If these negotiations are not successful, the
properties could be lost to foreclosure. This would result in a net gain on
disposition of properties including forgiveness of wraparound mortgages, net of
related discounts, of approximately $2,520.
As of March 31, 2003, NPAMLP was obligated for approximately $215 in real estate
taxes and penalties due on various properties occupied by Kmart for which Kmart
was obligated to pay the taxes directly to the respective taxing authority.
These taxes are being treated by Kmart as pre-petition obligations and
accordingly will not be paid until the leases have been affirmed or assigned in
bankruptcy (see Note 4). As of March 31, 2003, NPAMLP had accounts receivable
from Kmart of approximately $1,045 which included approximately $681 due for
taxes, $189 due for percentage rent and $63 due for other pre-petition charges
which will not be collected by NPAMLP until Kmart affirms or assigns the
respective leases in bankruptcy (see Note 4).
As of March 31, 2003, NPAMLP was obligated for approximately $56 of capital
commitments which are primarily for roof replacement.
Critical Accounting Policies
There were no significant changes to NPAMLP's critical accounting policies and
estimates during the three months ended March 31, 2003 except for the
reclassification of Forgiveness of Wraparound Mortgages Payable on Disposition
of Properties (see Note 6).
11
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
Management's Discussion and analysis of Results of
Operations and Financial Condition
(dollars in thousands)
Results of Operations
NPAMLP owned 39 and 43 properties at March 31, 2003 and 2002, respectively.
NPAMLP's primary anchor tenant is Kmart which accounted for approximately 43%
and 50% of the rental income earned by NPAMLP for the three months ended March
31, 2003 and 2002, respectively. In January 2002, Kmart filed for protection
under Chapter 11 of the United States Bankruptcy Code. As of March 31, 2003,
NPAMLP had 17 remaining leases with Kmart aggregating approximately 1,698,000
square feet (see Note 4).
As a result of Kmart's bankruptcy petition and subsequent rejection of certain
leases, the Sparks and Fort Wayne properties were disposed and the Lake Mary
property could be disposed (see Notes 4 and 5). Also, the Kmart leases at the
Hutchinson and Bowling Green properties were rejected during the second quarter
of 2002. The Hutchinson property is expected to be lost to foreclosure and, with
respect to the Bowling Green property, there can be no assurance that new leases
can be successfully negotiated or that the rental income will be comparable (see
Note 4).
During the first quarter of 2002, NPAMLP sold the Newberry property to a limited
partnership in which Edward B. Lipkin, a related party, owned a 1% interest of
the general partner (see Note 3).
In January 2002, an agreement was reached to settle a dispute involving the
interpretation of a lease. Under this agreement, the Wahpeton and Washington
properties were conveyed to the lessee and the Fairfield and Huron properties
were retained by NPAMLP (see Note 9). The Fairfield and Huron properties were
subsequently sold in August, 2002 (see Note 3 and 9) and February, 2002 (see
Note 9), respectively.
In February 2002, the ground lease on the Fairborn property was terminated in
accordance with its terms and the property was conveyed to the ground lessee
(see Note 8).
In May 2002, the Borger, Texas property was sold. The net gain on this
transaction including the forgiveness of wraparound mortgages payable, net of
discounts, was $444. In June 2002, a portion of the Cottage Grove, Minnesota
property was sold. The net loss on this transaction was $566.
On January 1, 2002, NPAMLP adopted SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets (see Note 7).
In February 2003, the Escanaba, Michigan property was sold. The net gain on this
transaction including the forgiveness of wraparound mortgages payable, net of
discounts, was $456. In March 2003, the vacant anchor tenant space at the
Wheelersburg, Ohio property was sold. The net gain on this transaction was $329.
On January 1, 2003, NPAMLP adopted SFAS No. 145, Rescission of FASB Statements
No. 4, 44 and 64 (see Note 6).
Loss from continuing operations increased for the three month period ended March
31, 2003 versus March 31, 2002 by $7,294. The increase was primarily composed of
(1) a $7,183 decrease in Forgiveness of wraparound mortgages payable on
disposition of properties which was a result of the above property dispositions
(see Note 6); and (2) a $134 increase in Operating loss. The increase in
Operating loss was primarily due to decreased rental income and increased common
area maintenance (primarily for snow removal), general and administrative
(primarily for legal and other professional fees associated with the Kmart
bankruptcy and property redevelopment) and real estate tax expenses. This
increase in Operating loss was substantially offset by decreased interest
expenses and increased other charges to tenants.
12
PART II
Item 6(A). Exhibits
Exhibit No. Description
----------- -----------
99.1 Certification Pursuant To Section 906 of
Sarbanes-Oxley Act of 2002.
99.2 Certification Pursuant To Section 906 of
Sarbanes-Oxley Act of 2002.
99.3 Certification Pursuant To Section 906 of
Sarbanes-Oxley Act of 2002.
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, 2003.
13
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, 2003
----------------------------------
By: EBL&S, Inc., its managing general
partner
----------------------------------
By: /s/ Edward B. Lipkin
----------------------------------
Name: Edward B. Lipkin
Title: President
By: Feldman International, Inc., its
equity general partner
----------------------------------
By: /s/ Robert McKinney
----------------------------------
Name: Robert McKinney
Title: President
CERTIFICATION OF QUARTERLY REPORT
I, Edward B. Lipkin, certify that:
1. I have reviewed this quarterly report on Form 10-Q of National Property
Analysts Master Limited Partnership;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant is made known to us by others
within those entities, particularly during the period in which this quarterly
report is being prepared;
14
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weakness in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that would significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 12, 2003
----------------------------
By: EBL&S, Inc., the registrant's
managing general partner
------------------------------
By: /s/ Edward B. Lipkin
------------------------------
Name: Edward B. Lipkin
Title: President
CERTIFICATION OF QUARTERLY REPORT
I, Robert McKinney, certify that:
1. I have reviewed this quarterly report on Form 10-Q of National Property
Analysts Master Limited Partnership;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant is made known to us by others
within those entities, particularly during the period in which this quarterly
report is being prepared;
15
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weakness in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that would significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 12, 2003
----------------------------
By: Feldman International Inc.,
the registrant's equity
general partner
------------------------------
By: /s/ Robert McKinney
------------------------------
Name: Robert McKinney
Title: President
CERTIFICATION OF QUARTERLY REPORT
I, David A. Simon, certify that:
1. I have reviewed this quarterly report on Form 10-Q of National Property
Analysts Master Limited Partnership;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant is made known to us by others
within those entities, particularly during the period in which this quarterly
report is being prepared;
16
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weakness in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that would significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 12, 2003
----------------------------
By: EBL&S Property Management
Inc., Agent for the registrant
------------------------------
By: /s/ David A. Simon
------------------------------
Name: David A. Simon
Title: Vice President and
Chief Financial Officer
17