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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 June 30, 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 August 13, 2003)
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
INDEX
Page No.
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PART I. FINANCIAL INFORMATION
Item 1. Combined Financial Statements (Unaudited)
Combined Balance Sheets June 30, 2003 and December 31, 2002 2
Combined Statements of Operations and Changes in Partners' Deficit
Three and six months ended June 30, 2003 and 2002 3
Combined Statements of Cash Flows
Six months ended June 30, 2003 and 2002 4
Notes to Combined Financial Statements June 30, 2003 and 2002 5
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition 11
Item 4 Controls and Procedures 13
PART II. OTHER INFORMATION
Item 6(A). Exhibits 14
Item 6(B). Reports on Form 8-K 14
SIGNATURES
Signatures 15
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
COMBINED BALANCE SHEETS
(IN THOUSANDS)
JUNE 30,
2003 DECEMBER 31,
(UNAUDITED) 2002
-------------------------
ASSETS
Rental property, at cost:
Land $ 11,590 $ 11,983
Building 172,357 176,756
----------------------
Less: accumulated depreciation 183,947 188,739
Rental property, net 104,710 105,559
----------------------
79,237 83,180
Cash and cash equivalents 2,879 2,587
Restricted cash 2,506 2,384
Investment securities available for sale, at market 258 1,453
Tenant accounts receivable, net of allowance of $200 for
2003 and $250 for 2002, respectively 282 745
Unbilled rent receivables 252 226
Tenant leasing costs 17 20
Accounts receivable and other assets (1) 1,193 1,280
----------------------
Total assets $ 86,624 $ 91,875
======================
LIABILITIES AND PARTNERS' DEFICIT
Wraparound mortgages payable (1) $ 245,001 $ 252,746
Less: unamortized discount based on imputed interest rate of 12% (1) 116,158 122,319
----------------------
Wraparound mortgages payable less unamortized discount (1) 128,843 130,427
Due to Pension Groups (1) 576 576
Other borrowings (1) 770 770
Accounts payable and other liabilities (1) 2,913 3,381
Deferred revenue 956 500
Finance lease obligation 2,150 2,150
Deposit on sale of property - 301
----------------------
Total liabilities 136,208 138,105
Unrealized gain (loss) on investment securities 5 (24)
Partners' deficit (49,589) (46,206)
----------------------
Total partners' deficit (49,584) (46,230)
----------------------
Total liabilities and partners' deficit $ 86,624 $ 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 SIX MONTHS
ENDED ENDED
JUNE 30, JUNE 30,
--------------------------------------------
2003 2002 2003 2002
--------------------------------------------
Income:
Rental Income $ 3,554 $ 3,601 $ 7,233 $ 7,410
Other charges to tenants 1,097 1,094 2,382 2,165
Interest and divided income 19 64 67 114
--------------------------------------------
Total income 4,670 4,759 9,682 9,689
--------------------------------------------
Operating expenses:
Interest expense (1) 3,288 2,960 6,346 6,165
Real estate taxes 1,047 1,026 2,168 1,992
Management fees (1) 262 216 461 435
Common area maintenance expenses 425 481 1,035 933
Ground rent 141 129 286 274
Repairs and maintenance 157 83 265 167
General and administrative 173 191 378 296
Depreciation 1,382 1,298 2,777 2,696
Amortization 52 44 104 88
--------------------------------------------
Total operating expenses 6,927 6,428 13,820 13,046
--------------------------------------------
Operating loss (2,257) (1,669) (4,138) (3,357)
Other income (loss):
Realized gain (loss) on investment securities - (2) 20 (5)
Gain on forgiveness of wraparound mortgages payable
on disposition of properties (1) 453 504 822 8,056
--------------------------------------------
(Loss) Income from continuing operations (1,804) (1,167) (3,296) (4,694)
Discontinued operations:
Loss from operations of discontinued components (including
gain on disposition of properties of $115 in 2003 and
loss on disposition of properties of $2.399 in 2002) (1) (387) (978) (87) (3,229)
--------------------------------------------
Net(loss) Income (2,191) (2,145) (3,383) (1,465)
Partners' deficit
Beginning of period (47,389) (39,790) (46,206) (43,453)
Net change in unrealized (loss) gain on investment securities (4) (125) 5 (72)
--------------------------------------------
End of period ($49,584) ($42,060) ($49,584) ($42,060)
============================================
Net (loss) income per unit ($ 22.41) ($ 21.94) ($ 34.61) $ 14.99
============================================
(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)
SIX MONTHS
ENDED
JUNE 30,
--------------------
2003 2002
-------- --------
Cash flows from operating activities:
Net (loss) income
Adjustments to reconcile net (loss) income to net cash ($ 3,383) $ 1,465
provided by (used in) operating activities:
Depreciation 2,868 3,380
Amortization of discount (1) 3,688 3,339
Reduction in provision for bad debts (50) --
Net gain on disposition of properties including
forgiveness of wraparound mortgages payable (1) (938) (5,855)
Gain on finance lease obligation -- (500)
Realized (gain) loss on investment securities (20) 3
Change in assets and liabilities:
Decrease (increase) in tenant accounts receivable 513 (629)
(Increase) decrease in unbilled rent receivable (26) 26
Decrease in tenant leasing costs 3 2
Decrease (increase) in accounts receivable and other assets (1) 87 (46)
(Decrease) increase in accounts payable and other liabilities (1) (468) 689
Increase in deferred revenue 456 202
--------------------
Net cash provided by operating activities 2,730 2,277
--------------------
Cash flows from investing activities:
Disposition of properties 334 3,443
Improvements to rental property (1,300) (839)
Decrease in restricted cash (122) (510)
Decrease in deposit on sale of property (301) (1,150)
Purchase of investment securities -- (3,273)
Sale of investment securities 1,245 301
--------------------
Net cash used in investing activities (144) (2,028)
--------------------
Cash flows from financing activities:
Payments on wraparound mortgages (1) (2,294) (3,051)
Proceeds from other borrowings - 233
--------------------
Net cash used in financing activities (2,294) (2,818)
--------------------
Increase (decrease) in cash and cash equivalents 292 (2,589)
Cash and cash equivalents:
Beginning of period 2,587 3,559
--------------------
End of period $ 2,879 $ 990
====================
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 2,960 $ 3,259
Supplemental disclosure of noncash investing and financing activities:
Reduction in wraparound mortgages from forgiveness
or assumption of debt, net of related discount $ 2,979 $ 17,241
Net book value of properties conveyed $ 2,375 $ 13,606
====================
(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)
June 30, 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 $397 due to EBL&S for leasing commissions is
included in Accounts receivable and other assets on the Balance Sheet at June
30, 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 June 30, 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 $1,320 due EBL&S
and $100 due E&H at June 30, 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
5
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
Notes to Combined Financial Statements (Unaudited)
June 30, 2003
(dollars in thousands)
a 1% interest of the general partner. The net gain 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 six months ended June 30, 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 June 30, 2003, NPAMLP had 17 remaining leases with
Kmart aggregating approximately 1,698,000 square feet. As of June 30, 2003, the
total due from Kmart was $338 (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 the terms of
these option agreements, the bankruptcy filing by Kmart constituted a default on
the option agreements. 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. In August 2003, the lender on the Lake
Mary property commenced an action to foreclose on its mortgage. If NPAMLP is
unable to negotiate a further extension of the lease and negotiate a
modification of the mortgage with the property's lender, the Lake Mary property
could be lost to foreclosure. As of June 30, 2003, the carrying value of this
property was $7,103 and the balance of the related wraparound mortgages payable,
net of discounts, was $5,853. 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. As of June 30, 2003,
the Hutchinson property had a carrying value of $878 and the balance of the
related wraparound mortgages payable, net of discounts, was $2,187. The
Hutchinson property was foreclosed and conveyed to the property's lender in the
third quarter of 2003 and, as a result, its operations were included in
Discontinued operations. A net gain of $1,309, including forgiveness of
wraparound mortgages, net of discounts will be included in the results of
operations of NPAMLP in the third quarter of 2003. The Bowling Green property
had a
6
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
Notes to Combined Financial Statements (Unaudited)
June 30, 2003
(dollars in thousands)
carrying value of $1,885 and the balance of the related wraparound mortgages
payable, net of discounts, was $5,663 as of June 30, 2003. 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
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.
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.
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 terms of the option agreements, the bankruptcy filing by Kmart constituted a
default under the agreements. As a consequence, in January and December 2002,
the Sparks and Fort Wayne properties were conveyed to the holders of their
options. Two of the three properties subject to the 1995 options were conveyed
in accordance with the options' terms to the holders of those options during the
year ended December 31, 1998. The remaining 1995 option provided that title to
the land and buildings was to be conveyed to the holder of the option without
additional consideration on June 30, 2003 (the Clackamas, Oregon property). In
accordance with the terms of this agreement, the Clackamas property was conveyed
to the holder of the option agreement on June 30, 2003. As a result of this
transaction, the Deposit on sale of property was reduced by $301 and a net gain,
including the forgiveness of wraparound mortgages, net of discounts was recorded
for $152 during the second quarter of 2003.
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.
7
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
Notes to Combined Financial Statements (Unaudited)
June 30, 2003
(dollars in thousands)
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 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 at 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
8
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
Notes to Combined Financial Statements (Unaudited)
June 30, 2003
(dollars in thousands)
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.
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
9
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
Notes to Combined Financial Statements (Unaudited)
June 30, 2003
(dollars in thousands)
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 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.
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 activities for the six month period ended June
30, 2003 was $2,730. Net cash used in investing and financing activities was
$144 and $2,294, respectively. As a result of the above, there was a $292
increase in cash and cash equivalents for the six months ended June 30, 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 (the NPAMLP
Lines) 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 are composed of a $1,000 and a $250 line of
credit. Pursuant to the terms of 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 June 30, 2003, there were $770 of advances under the NPAMLP Lines.
As of June 30, 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 mortgages at the Lake Mary
and Hutchinson properties (see Note 4). NPAMLP has negotiated a short term lease
with a new tenant at the Lake Mary property and is in negotiations with the
property's lender (see Note 4). In August 2003, the lender filed an action to
foreclose on its mortgage on the Lake Mary property. 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 $1,250. The Hutchinson
property was foreclosed in the third quarter of 2003 (see Note 4). As a result,
a net gain on disposition of properties, including forgiveness of wraparound
mortgages, net of discounts, of approximately $1,309 will be recorded in the
third quarter of 2003. 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 $2,717.
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.
As of June 30, 2003, NPAMLP had accounts receivable from Kmart of approximately
$338 which included approximately $180 due for taxes and $158 for other charges
of which approximately $251 was for pre-petition charges which, as of the filing
date of this document, have yet to be collected by NPAMLP (see Note 4).
As of June 30, 2003, NPAMLP was obligated for approximately $200 of capital
commitments which are primarily for asphalt repairs and tenant improvements.
Critical Accounting Policies
There were no significant changes to NPAMLP's critical accounting policies and
estimates during the three months ended June 30, 2003.
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 38 and 42 properties at June 30, 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 six months ended June 30,
2003 and 2002, respectively. In January 2002, Kmart filed for protection under
Chapter 11 of the United States Bankruptcy Code. As of June 30, 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 was foreclosed in the third quarter of 2003.
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 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).
On June 30, 2003, the Clackamas, Oregon property was conveyed to the holder of a
1995 option agreement in accordance with its terms. The net gain on this
transaction was $152 (see note 5).
12
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
Management's Discussion and analysis of Results of Operations and Financial
Condition
(dollars in thousands)
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 and six month periods
ended June 30, 2003 versus June 30, 2002 by $637 and $7,990, respectively. The
increase for the six month periods was primarily composed of (1) a $7,234
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 $781 increase in Operating loss. The increase in Operating loss was
primarily due to increased Real estate taxes, Interest expense and Repair and
maintenance expenses. The decrease in Rental income for the six months ended
June 30, 3003 was primarily due to the rejections of the Kmart leases at the
Bowling Green and Hutchinson properties.
Controls and Procedures
NPAMLP's managing general partner, equity general partner and its agent's chief
financial officer, after evaluating the effectiveness of NPAMLP's disclosure
controls and procedures (as defined in the Securities Exchange Act of 1934 Rules
13a-15(e) or 15d-15(e)) as of the end of the period covered by this quarterly
report, have concluded, based on the evaluation of these controls and procedures
required by paragraph (b) of the Exchange Act Rules 13a-15 or 15d-15, that
NPAMLP's disclosure controls and procedures were adequate and designed to ensure
that material information relating to NPAMLP would be made known to them by
others within NPAMLP or agents of NPAMLP.
There were no changes in NPAMLP's internal control over financial reporting
identified in connection with the evaluation required by paragraph (d) of
Exchange Act Rules 13a-15 or 15d-15 that occurred during NPAMLP's last fiscal
quarter that have materially affected, or are reasonably likely to materially
affect, NPAMLP's internal control over financial reporting.
13
PART II
Item 6(A). Exhibits
Exhibit No. Description
----------- -----------
31.1 Certification Pursuant To Section 302 of Sarbanes-Oxley Act of 2002.
31.2 Certification Pursuant To Section 302 of Sarbanes-Oxley Act of 2002.
31.3 Certification Pursuant To Section 302 of Sarbanes-Oxley Act of 2002.
32 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 June 30, 2003.
14
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
National Property Analysts Master Limited
Partnership
-----------------------------------------
(Registrant)
Date: August 13, 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
15