Back to GetFilings.com
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, 2004.
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, 2004)
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
INDEX
Page No.
-------
PART I. FINANCIAL INFORMATION
Item 1. Combined Financial Statements (Unaudited)
Combined Balance Sheets - June 30, 2004 and December 31, 2003 2
Combined Statements of Operations and Changes in Partners' Deficit
- Three and six months ended June 30, 2004 and 2003 3
Combined Statements of Cash Flows
- Six months ended June 30, 2004 and 2003 4
Notes to Combined Financial Statements - June 30, 2004 and 2003 5
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition 9
Item 4 Controls and Procedures 11
PART II. OTHER INFORMATION
Item 6(A). Exhibits 12
Item 6(B). Reports on Form 8-K 12
SIGNATURES
Signatures 13
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
COMBINED BALANCE SHEETS
(IN THOUSANDS)
JUNE 30, DECEMBER 31,
2004 2003
ASSETS (UNAUDITED)
---------- ------------
Rental property, at cost:
Land $ 10,556 $ 11,412
Buildings 163,106 170,326
--------- ---------
173,662 181,738
Less: accumulated depreciation 102,229 105,283
--------- ---------
Rental property, net 71,433 76,455
Cash and cash equivalents 603 773
Restricted cash 1,793 3,048
Investment securities available for sale, at market 407 660
Tenant accounts receivable, net of allowance of $30
for 2004 and $150 for 2003, respectively 141 157
Unbilled rent receivable 304 282
Tenant leasing costs 11 --
Accounts receivable and other assets (1) 1,612 1,214
--------- ---------
Total assets $ 76,304 $ 82,589
========= =========
LIABILITIES AND PARTNERS' DEFICIT
Wraparound mortgages payable (1) $ 224,713 $ 237,968
Less: unamortized discount based on imputed interest rate of 12% (1) 102,292 109,525
--------- ---------
Wraparound mortgages payable less unamortized discount (1) 122,421 128,443
Due to Pension Groups (1) 662 662
Other borrowings (1) 1,343 1,093
Accounts payable and other liabilities (1) 2,887 3,224
Deferred revenue 215 157
Finance lease obligation 1,750 2,150
--------- ---------
Total liabilities 129,278 135,729
Unrealized gain (loss) on investment securities (8) 69
Partners' deficit (52,966) (53,209)
--------- ---------
Total partners' deficit (52,974) (53,140)
--------- ---------
Total liabilities and partners' deficit $ 76,304 $ 82,589
========= =========
(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,
-------------------- --------------------
2004 2003 2004 2003
Income:
Rental income $ 3,571 $ 3,497 $ 6,906 $ 7,120
Other charges to tenants 1,258 1,097 2,531 2,382
Interest and dividend income 46 19 68 67
-------- -------- -------- --------
Total income 4,875 4,613 9,505 9,569
-------- -------- -------- --------
Operating expenses:
Interest expense (1) 2,698 3,206 6,205 6,182
Real estate taxes 988 1,047 1,965 2,168
Management fees (1) 226 259 417 455
Common area maintenance expenses 745 425 1,464 1,035
Ground rent 228 141 407 286
Repairs and maintenance 166 157 260 265
General and administrative 331 173 690 378
Depreciation 1,335 1,355 2,661 2,723
Amortization 60 52 117 104
-------- -------- -------- --------
Total operating expenses 6,777 6,815 14,186 13,596
-------- -------- -------- --------
Operating loss (1,902) (2,202) (4,681) (4,027)
Other income (loss):
Realized gain (loss) on investment securities 25 0 50 20
Gain on forgiveness of wraparound mortgages
payable on disposition of properties (1) 0 453 3,440 822
-------- -------- -------- --------
Loss from continuing operations (1,877) (1,749) (1,191) (3,185)
Discontinued operations:
Gain (loss) from operations of discontinued components
(including gain on disposition of properties of $2,151
in 2004 and gain on disposition of properties of $115
in 2003) (1) 2,115 (442) 1,434 (198)
-------- -------- -------- --------
Net (loss) income 238 (2,191) 243 (3,383)
Partners' deficit:
Beginning of period (53,144) (47,389) (53,209) (46,206)
Net change in unrealized (loss) gain on investment
securities (68) (4) (8) 5
-------- -------- -------- --------
End of period ($52,974) ($49,584) ($52,974) ($49,584)
======== ======== ======== ========
Net (loss) income per unit $ 2.43 ($ 22.41) $ 2.49 ($ 34.61)
======== ======== ======== ========
(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,
-------------------
2004 2003
------- --------
Cash flows from operating activities:
Net income (loss) $ 243 ($3,383)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation 2,706 2,868
Amortization of discount (1) 3,806 3,688
Reduction in provision for bad debts (120) (50)
Net gain on disposition of properties including
forgiveness of wraparound mortgages payable (1) (4,986) (938)
Gain on finance lease obligation (400) --
Realized (gain) on investment securities (50) (20)
Change in assets and liabilities:
Increase in tenant accounts receivable 136 513
Increase in unbilled rent receivable (22) (26)
(Increase) decrease in tenant leasing costs (11) 3
(Increase) decrease in accounts receivable and other assets (1) (148) 87
Decrease in accounts payable and other liabilities (1) (337) (468)
Increase in deferred revenue 58 456
------- -------
Net cash provided by operating activities 875 2,730
------- -------
Cash flows from investing activities:
Disposition of properties 4,243 334
Improvements to rental property (879) (1,300)
Decrease in restricted cash 1,255 (122)
Increase in other assets (250) --
Decrease in deposit on sale of property -- (301)
Purchase of investment securities (179) --
Sale of investment securities 405 1,245
------- -------
Net cash provided (used) in investing activities 4,595 (144)
------- -------
Cash flows from financing activities:
Payments on wraparound mortgages (1) (5,890) (2,294)
Proceeds from other borrowings 250 --
------- -------
Net cash used in financing activities (5,640) (2,294)
------- -------
(Decrease) increase in cash and cash equivalents (170) 292
Cash and cash equivalents:
Beginning of period 773 2,587
------- -------
End of period $ 603 $ 2,879
======= =======
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 2,480 $ 2,960
Supplemental disclosure of noncash investing and financing activities:
Reduction in wraparound mortgages from forgiveness
or assumption of debt, net of related discount $ 3,939 $ 2,979
Net book value of properties conveyed $ 3,196 $ 2,375
======= =======
(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, 2004
(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, 2003.
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. Management fees are paid exclusively to EBL&S and are
included in the Combined Statements of Operations. Leasing commissions are
deferred over the life of their respective leases and are included in Other
assets on the Combined Balance Sheets at June 30, 2004. 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,
2004. Certain administrative services are reimbursed to EBL&S and are included
in General and administrative on the Combined Statements of Operations. 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 is $1,624 due EBL&S at June 30, 2004.
5
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
Notes to Combined Financial Statements (Unaudited)
June 30, 2004
(dollars in thousands)
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, 2004 and 2003 accounted for
approximately 38% and 43%, respectively, of the rental income earned by NPAMLP.
In January 2002, Kmart filed for protection under Chapter 11 of the United
States Bankruptcy Code however, by May 6, 2003, a Joint Plan of Reorganization
was confirmed by the Bankruptcy Court and Kmart emerged from the Court's
protection. Kmart's reorganization did not have a material adverse impact on
NPAMLP's financial position or results of operations. As of June 30, 2004,
NPAMLP had 15 remaining leases with Kmart aggregating approximately 1,366,000
square feet. As of June 30, 2004, the total due from Kmart was $39. As of June
30, 2004 Kmart was current with respect to its obligations for its remaining
leases except for certain repairs required to be completed by Kmart at the San
Mateo, California property. Kmart disputes that it is obligated for these
repairs. NPAMLP anticipates that this dispute will be resolved by December 31,
2004, (see Management's Discussion and Analysis - Liquidity and Capital
Resources).
Note 5: Ground Leases / Finance Lease Obligation
During the year ended December 31, 1991, NPAMLP sold the land underlying five of
its properties including the Chesapeake, Virginia; 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.
On January 1, 2004, the ground lease on the Chesapeake property was terminated
and the property was conveyed to the ground lessor according to the terms of the
1991 agreement. As a result of this transaction, the Finance lease obligation
was reduced by $400 and a net gain, including the forgiveness of wraparound
mortgages, net of discounts, was recorded for $2,536.
Note 6: Subsequent Event
In May 2004, NPAMLP entered into a contract to sell the properties in Menominee,
Michigan, Sault Ste. Marie, Michigan and Steger, Illinois in a transaction
structured to be a tax-free exchange in accordance with Section 1031 of the
Internal Revenue Code. In August 2004 NPAMLP closed on the Menominee and Sault
Ste. Marie property sales.
6
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
Notes to Combined Financial Statements (Unaudited)
June 30, 2004
(dollars in thousands)
As a result, a net gain of $2,092 will be recognized in the third quarter of
2004. The purchase side of the tax-free exchange transaction is scheduled to be
completed by December 31, 2004. The sale of the Steger property is scheduled to
close in the third quarter of 2004
Note 7: 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
7
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
Notes to Combined Financial Statements (Unaudited)
June 30, 2004
(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.
8
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 six month period
ended June 30, 2004 was $875 and $4,595, respectively. Net cash used in
financing activities was $5,640. As a result of the above, there was a $170
decrease in cash and cash equivalents for the six months ended June 30, 2004.
This was primarily the result of greater payments of wraparound mortgage
principal and interest, common area maintenance and general and administrative
expenses. Proceeds from other borrowings were used to pay for property
redevelopment costs previously incurred.
During 2003, 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 were comprised of a $1,000 and a $250 line of
credit, however, in early 2004, the maximum borrowing available under these
lines was increased to $2,500 (comprised of a $2,000 and $500 line of credit)
with no change in purpose or collateral. 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, 2004, there were $1,707 of
advances and $37 of related accrued interest under the NPAMLP Line.
As of June 30, 2004, the third party underlying mortgages were current for all
the properties.
On May 6, 2003, the Kmart Plan of Reorganization was confirmed by the Bankruptcy
Court and Kmart emerged from the Court's protection. Kmart's reorganization did
not have a material adverse impact on NPAMLP's financial position or results of
operations.
As of June 30, 2004, NPAMLP was obligated for approximately $380 of capital
commitments which are primarily for tenant improvements and capital repairs.
Critical Accounting Policies
There were no significant changes to NPAMLP's critical accounting policies and
estimates during the three month period ended June 30, 2004.
Results of Operations
NPAMLP owned 35 and 38 properties at June 30, 2004 and 2003, respectively.
NPAMLP's primary anchor tenant is Kmart which accounted for approximately 38%
and 43% of the rental income earned by NPAMLP for the six months ended June 30,
2004 and 2003, respectively. In January 2002, Kmart filed for protection under
Chapter 11 of the United States Bankruptcy Code. As of June 30, 2004, NPAMLP had
15 remaining leases with Kmart aggregating approximately 1,366,000 square feet.
In the second quarter of 2002, the lease at the Bowling Green, Ohio property was
rejected by Kmart in bankruptcy. The Bowling Green property had a carrying value
of $1,652 and the balance of the related wraparound mortgages payable, net of
discounts, was $6,080 as of June 30, 2004. 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 August 2003, the
lender on the Lake Mary property commenced an action to foreclose on its
mortgage. NPAMLP is the beneficiary of a trust
9
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
Management's Discussion and Analysis of Results of Operations and Financial
Condition
(dollars in thousands)
("Lake Mary Trust") which owns the Lake Mary property. In September 2003, Lake
Mary Trust filed for protection under Chapter 11 of the United States Bankruptcy
Code. In October 2003, Lake Mary Trust and its lender entered into an agreement
whereby Lake Mary Trust could satisfy the mortgage at a discount by April 2004.
In February 2004, the mortgage was refinanced and the discount was taken.
Management believes that it is the intention of Lake Mary Trust to sell or lease
the property to a major retailer. As of June 30, 2004, the carrying value of
this property was $6,913 and the balance of the related wraparound mortgages
payable, net of discounts, was $3,161.
In February 2004, a portion of the East Haven, Connecticut property was disposed
in a condemnation action. The net gain on this transaction was $300.
On January 1, 2004, the ground lease on the Chesapeake property was terminated
and the property was conveyed to the ground lessor according to the terms of the
1991 agreement. As a result of this transaction, the Finance lease obligation
was reduced by $400 and a net gain, including the forgiveness of wraparound
mortgages, net of discounts, was recorded for $2,536 (see Note 5).
On May 6, 2003, the Kmart Plan of Reorganization was confirmed by the Bankruptcy
Court and Kmart emerged from the Court's protection. Kmart's reorganization did
not have a material adverse impact on NPAMLP's financial position or results of
operations (see Note 4).
On February 6, 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.
In May 2004, the Ocala, Florida property and a parcel of the Cottage Grove,
Minnesota parcel were sold. The Ocala sale transaction was structured to be a
tax free exchange in accordance with Section 1031 of the Internal Revenue Code.
The purchase side of this transaction is scheduled to be completed in the third
quarter of 2004. As a result of this transaction a net gain for $1,174 was
recognized. At the time of the sale the balance of the wraparound mortgage
encumbering the Ocala property was $2,876. At closing the wraparound mortgage
was paid down by $1,054 and the remaining balance remains a liability of NPAMLP.
The Cottage Grove sale resulted in a net gain of $957.
In May 2004, NPAMLP entered into a sales agreement to sell the Menominee,
Michigan, Sault Ste. Marie, Michigan and Steger, Illinois properties in a
transaction structured to be a tax free exchange in accordance with Section 1031
of the Internal Revenue Code. The sales of the Menominee and Sault Ste. Marie
properties closed in August 2004 and the sale of the Steger property is
scheduled to close in the third quarter of 2004. If the sales are completed as
currently structured, a net gain of $3,673 will be recognized in the third
quarter (see Note 6).
Loss from continuing operations increased for the three and decreased for the
six month periods ended June 30, 2004 versus June 30, 2003 by $128 and $1,994,
respectively. The decrease in net loss for the six month period ended June 30,
2004 was primarily due to a $2,618 increase in Forgiveness of wraparound
mortgages payable on disposition of properties which was a result of the above
property dispositions and was partially offset by a $628 increase in Operating
loss for the corresponding period. The increase in Operating loss was primarily
due to increased Interest expense, General and administrative expenses, and
Common area maintenance expenses.
Quantitative and Qualitative Disclosures About Market Risk
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)
Information concerning market risk is incorporated herein by reference to Item
7A of the Company's Form 10-K for the fiscal year ended December 31, 2003. There
has been no material change in the quantitative and qualitative disclosure about
market risk since December 31, 2003.
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.
11
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.
32.1 Certification Pursuant To Section 906 of Sarbanes-Oxley Act of 2002.
32.2 Certification Pursuant To Section 906 of Sarbanes-Oxley Act of 2002.
32.3 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 June 30, 2004.
12
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
National Property Analysts Master Limited
Partnership
(Registrant)
Date: August 13, 2004
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
13