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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 September 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 November 12, 2004)
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
INDEX
Page No.
--------
PART I. FINANCIAL INFORMATION
Item 1. Combined Financial Statements (Unaudited)
Combined Balance Sheets - September 30, 2004 and December 31, 2003 1
Combined Statements of Operations and Changes in Partners' Deficit
- Three and nine months ended September 30, 2004 and 2003 2
Combined Statements of Cash Flows
-Nine months ended September 30, 2004 and 2003 3
Notes to Combined Financial Statements 4
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition. 8
Item 3. Quantitative and Qualitative Disclosures about Market Risk. 9
Item 4. Controls and Procedures. 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. 11
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 11
Item 3. Defaults Upon Senior Securities. 11
Item 4. Submission of Matters to a Vote of Security Holders. 11
Item 5. Other Information. 11
Item 6. Exhibits. 11
SIGNATURES
Signatures 12
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
COMBINED BALANCE SHEETS
(IN THOUSANDS)
SEPTEMBER 30, DECEMBER 31,
2004 2003
ASSETS (UNAUDITED)
------------- -------------
Rental property, at cost:
Land $ 9,849 $ 11,412
Buildings 155,163 170,326
------------- -------------
165,012 181,738
Less: accumulated depreciation 97,455 105,283
------------- -------------
Rental property, net 67,557 76,455
Cash and cash equivalents 384 773
Restricted cash 2,802 3,048
Investment securities available for sale, at market 505 660
Tenant accounts receivable, net of allowance of $30 for
2004 and $150 for 2003, respectively 146 157
Unbilled rent receivable 130 282
Accounts receivable and other assets (1) 1,178 1,214
------------- -------------
Total assets $ 72,702 $ 82,589
============= =============
LIABILITIES AND PARTNERS' DEFICIT
Wraparound mortgages payable (1) $ 217,087 $ 237,968
Less: unamortized discount based on imputed interest rate of 12% (1) 100,277 109,525
------------- -------------
Wraparound mortgages payable less unamortized discount (1) 116,810 128,443
Due to Pension Groups (1) 662 662
Other borrowings (1) 1,518 1,093
Accounts payable and other liabilities (1) 2,640 3,224
Deferred revenue 373 157
Finance lease obligation 1,750 2,150
------------- -------------
Total liabilities 123,753 135,729
Unrealized gain on investment securities 84 69
Partners' deficit (51,135) (53,209)
------------- -------------
Total partners' deficit (51,051) (53,140)
------------- -------------
Total liabilities and partners' deficit $ 72,702 $ 82,589
============= =============
(1) See Note 3: Related Party Transactions.
See accompanying notes to combined financial statements.
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 NINE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------- -------------------------
2004 2003 2004 2003
---------- ---------- ---------- ----------
Income:
Rental income $ 3,012 $ 3,192 $ 9,567 $ 9,584
Other charges to tenants 1,011 986 3,319 2,748
Interest and dividend income 19 17 84 80
---------- ---------- ---------- ----------
Total income 4,042 4,195 12,970 12,412
---------- ---------- ---------- ----------
Operating expenses:
Interest expense (1) 2,444 3,146 7,892 8,790
Real estate taxes 887 886 2,679 2,476
Management fees (1) 257 204 647 611
Common area maintenance expenses 389 471 1,839 1,498
Ground rent 67 114 461 379
Repairs and maintenance 31 150 278 405
General and administrative 262 445 895 776
Depreciation 1,198 1,243 3,719 3,747
Amortization 54 52 171 156
---------- ---------- ---------- ----------
Total operating expenses 5,589 6,711 18,581 18,838
---------- ---------- ---------- ----------
Operating loss (1,547) (2,516) (5,611) (6,426)
Other income:
Realized gain on investment securities --- --- 50 20
Gain on forgiveness of wraparound mortgages payable
on disposition of properties (1) --- 594 3,440 1,416
---------- ---------- ---------- ----------
Loss from continuing operations (1,547) (1,922) (2,121) (4,990)
Discontinued operations:
Gain from operations of discontinued components (including a gain on
disposition of properties of $5,344 and $3,784 for the three and nine
month periods ended September 30, 2004, respectively; and a gain on
disposition of properties of $741 and $856 for the three and nine
month periods ended September 30, 2003, respectively 3,378 354 4,195 39
---------- ---------- ---------- ----------
Net income (loss) 1,831 (1,568) 2,074 (4,951)
Partners' deficit:
Beginning of period (52,974) (49,584) (53,209) (46,206)
Net change in unrealized gain (loss) on investment securities 92 (5) 84 0
---------- ---------- ---------- ----------
End of period ($ 51,051) ($ 51,157) ($ 51,051) ($ 51,157)
========== ========== ========== ==========
Net income (loss) per unit $ 18.73 ($ 16.04) $ 21.22 ($ 50.65)
========== ========== ========== ==========
(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 CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
NINE MONTHS
ENDED
SEPTEMBER 30,
-------------
2004 2003
---------- ----------
Cash flows from operating activities:
Net income (loss) $ 2,074 ($ 4,951)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Straight-line rent 152 (41)
Depreciation 3,986 4,253
Amortization of discount (1) 5,821 5,544
Reduction in bad debts (120) (100)
Net gain on disposition of properties including
forgiveness of wraparound mortgages payable (1) (8,784) (2,273)
Gain on finance lease obligation (400) ---
Realized gain on investment securities (50) (21)
Change in assets and liabilities:
Decrease in tenant accounts receivable 131 597
Decrease in accounts receivable and other assets (1) 36 141
Decrease in accounts payable and other liabilities (1) (584) (359)
Increase (decrease) in deferred revenue 216 (294)
---------- ----------
Net cash provided by operating activities 2,478 2,496
---------- ----------
Cash flows from investing activities:
Disposition of properties 11,045 334
Improvements to rental property (1,287) (1,469)
Decrease in deposit on sale of property --- (301)
Decrease in restricted cash 246 208
Purchase of investment securities (185) (960)
Sale of investment securities 405 1,245
---------- ----------
Net cash provided by (used in) investing activities 10,224 (943)
---------- ----------
Cash flows from financing activities:
Payments on wraparound mortgages (1) (13,516) (3,450)
Proceeds from (payments on) other borrowings, net (1) 425 (450)
Payments of accrued interest on other borrowings (1) --- (100)
---------- ----------
Net cash used in financing activities (13,091) (4,000)
---------- ----------
Decrease in cash and cash equivalents (389) (2,447)
Cash and cash equivalents:
Beginning of period 773 2,587
---------- ----------
End of period $ 384 $ 140
========== ==========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 7,251 $ 4,440
Supplemental disclosure of noncash investing and financing activities:
Net book value of properties conveyed $ 6,200 $ 3,247
Reduction in wraparound mortgages from forgiveness
or assumption of debt, net of related discount $ 3,939 $ 5,185
========== ==========
(1) See Note 3: Related Party Transactions.
See accompanying notes to combined financial statements.
3
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
Notes to Combined Financial Statements (Unaudited)
September 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.
Reclassifications:
Certain amounts as previously reported in the interim financial statements have
been reclassified to conform to the September 30, 2004 presentation.
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,
including legal fees 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
September 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 September 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% of the outstanding balance of the Wraparound mortgages
payable, are controlled by Lipkin. Due to Pension Groups, unamortized discount
and interest
4
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
Notes to Combined Financial Statements (Unaudited)
September 30, 2004
(dollars in thousands)
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 $1,733 due EBL&S at
September 30, 2004.
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 nine months ended September 30, 2004 and 2003 accounted
for approximately 33% and 42%, 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 September
30, 2004, NPAMLP had 12 remaining leases with Kmart aggregating approximately
1,104,000 square feet. As of September 30, 2004 Kmart was current with respect
to its obligations for its remaining leases (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.
5
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
Notes to Combined Financial Statements (Unaudited)
September 30, 2004
(dollars in thousands)
Note 6: Exchange of Properties / Subsequent Event
In August 2004, NPAMLP sold the properties in Menominee, Michigan and Sault Ste.
Marie, Michigan and in September 2004 the property in Steger, Illinois was sold.
All three of these property sales were transactions structured to be tax free
exchanges in accordance with Section 1031 of the Internal Revenue Code. As a
result of these sales, a net gain was recognized in the third quarter for
$3,808.
In October and November 2004, NPAMLP entered into contracts to sell the
properties in Bowling Green, Ohio and International Falls, Minnesota,
respectively, in transactions structured to be tax-free exchanges in accordance
with Section 1031 of the Internal Revenue Code. In November 2004 NPAMLP closed
on the sale of the International Falls property. As a result, a net gain of $920
will be recognized in the fourth 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 Bowling Green property is scheduled to close in the fourth 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
6
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
Notes to Combined Financial Statements (Unaudited)
September 30, 2004
(dollars in thousands)
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 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.
7
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
(DOLLARS IN THOUSANDS)
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition
Liquidity and Capital Resources
Net cash provided by operating and investing activities for the nine month
period ended September 30, 2004 was $2,478 and $10,224, respectively. Net cash
used in financing activities was $13,091. As a result of the above, there was a
$389 decrease in cash and cash equivalents for the nine months ended September
30, 2004. This was primarily the result of greater payments of wraparound
mortgage principal and interest, common area maintenance, real estate taxes 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 September 30, 2004, there were $1,518
of advances and $55 of related accrued interest under the NPAMLP Line.
As of September 30, 2004, the third party underlying mortgages were current for
all the properties.
As of September 30, 2004, NPAMLP was obligated for approximately $221 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 September 30, 2004.
Results of Operations
NPAMLP owned 32 and 37 properties at September 30, 2004 and 2003, respectively.
NPAMLP's primary anchor tenant is Kmart which accounted for approximately 33%
and 42% of the rental income earned by NPAMLP for the nine months ended
September 30, 2004 and 2003, respectively. In January 2002, Kmart filed for
protection under Chapter 11 of the United States Bankruptcy Code. As of
September 30, 2004, NPAMLP had 12 remaining leases with Kmart aggregating
approximately 1,104,000 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 $1,634 and the balance of the related wraparound mortgages payable, net of
discounts, was $6,296 as of September 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 ("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
8
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
(DOLLARS IN THOUSANDS)
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 September 30,
2004, the carrying value of this property was $6,818 and the balance of the
related wraparound mortgages payable, net of discounts, was $3,161.
In August 2004, NPAMLP sold the properties in Menominee, Michigan and Sault Ste.
Marie, Michigan and in September 2004 the property in Steger, Illinois was sold.
All three of these property sales were transactions structured to be a tax free
exchanges in accordance with Section 1031 of the Internal Revenue Code. As a
result of these sales, a net gain of $3,808 was recognized in the third quarter
(see Note 6).
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 fourth
quarter of 2004. As a result of this transaction a net gain for $1,229 was
recognized. At the time of the sale the balance of the wraparound mortgage
encumbering the Ocala property was $2,920. At closing the wraparound mortgage
was paid down by $2,270 and the remaining balance of $948, net of discounts,
remains a liability of NPAMLP. The Cottage Grove sale resulted in a net gain of
$1,047.
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.
Loss from continuing operations decreased for the three and nine month periods
ended September 30, 2004 versus September 30, 2003 by $375 and $2,869,
respectively. The decrease in net loss for the nine month period ended September
30, 2004 was primarily due to a $2,024 increase in Forgiveness of wraparound
mortgages payable on disposition of properties which was a result of the above
property dispositions and by a $815 decrease in Operating loss for the
corresponding period. The decrease in Operating loss was primarily due to
increased Other charges to tenants.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
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.
9
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
(DOLLARS IN THOUSANDS)
Item 4. 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.
10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. 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.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
National Property Analysts Master Limited
Partnership
-----------------------------------------------------
(Registrant)
Date: November 12, 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
12