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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
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Commission File Number 0-24816
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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
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(Exact name of Registrant as Specified in its Charter)
Delaware 23-2610414
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(State of other jurisdiction (IRS Employer Identification No.)
incorporation or organization)
230 S. Broad Street, Mezzanine, Philadelphia, Pennsylvania 19102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(215)790-4700
Securities registered pursuant to Section 12(b) of the Act:
Title of each class to Name of exchange on
be so registered which each class
is to be registered
None N/A
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Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
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(Title of Class)
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, (2) has been subject to such filing requirements for
the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]
Aggregate Market Value of Voting and Non-Voting Common Equity Held by non-
affiliates of the Registrant: N/A
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes [X] No [ ]
DOCUMENTS INCORPORATED BY REFERENCE
Part I Part II Part III Part IV
(None) (None) (None) Exhibits from Form 10
Registration Statement;
Form 10-K Annual Reports;
and Form 10-Q Quarterly Report;
filed on July 14, 1994; April 1, 1996 and
March, 31, 2003; and November 11, 2003;
respectively - Commission
file Number 0-24816.
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INDEX
Page
PART I
Item 1. Business.................................................. 1
I. Summary............................................. 1
II. NPAMLP Objectives and Policies...................... 2
III. Glossary............................................ 4
Item 2. Properties................................................ 6
Item 3. Legal Proceedings......................................... 6
Item 4. Submission of Matters to a Vote of Security Holders....... 6
PART II
Item 5. Market Price for the Registrant's Common
Equity and Related Stockholder Matters................... 14
I. No Trading Market................................... 14
II. Distributions of Cash Flow From Operations.......... 14
III. Proceeds of Sales Distributions..................... 14
IV. Certain Income Tax Considerations................... 14
Item 6. Selected Financial Data................................... 16
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations............ 17
I. Liquidity and Capital Resources..................... 17
II. Critical Accounting Policies........................ 18
III. Results of Operations............................... 19
IV. Tabular Disclosure of Contractual Obligations....... 21
V. Indebtedness Secured by the Properties.............. 21
Item 7(a) Quantitative and Qualitative Disclosures
About Market Risk........................................ 24
Item 8. Financial Statements and Supplementary Data............... 24
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure...................... 24
Item 9(a). Controls and Procedures................................... 24
Item 9(b). Other Information......................................... 24
PART III
Item 10. Directors and Executive Officers of the
Registrant............................................... 25
I. Summary............................................. 25
II. Code of Ethics...................................... 25
III. Audit Committee Financial Expert.................... 25
Item 11. Executive Compensation.................................... 25
Item 12. Security Ownership of Certain Beneficial Owners
and Management........................................... 25
Item 13. Certain Relationships and Related Party Transactions...... 25
I. Compensation and Fees............................... 25
II. Property Management by Affiliate.................... 26
III. Conflicts of Interest............................... 27
IV. Summary of Relationships............................ 27
V. Related Party Transactions.......................... 28
Item 14. Principal Accountant Fees and services ................... 28
I. Audit Fees.......................................... 28
II. Audit Related Fees.................................. 28
III. Tax Fees............................................ 28
IV. All Other Fees...................................... 28
PART IV
Item 15. Exhibits and Financial Statement Schedules ............... 29
I. Documents Filed as Part of this Report.............. 29
II. Reports on Form 8-K................................. 30
SIGNATURES .......................................................... 31
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PART I
ITEM 1. BUSINESS
I. SUMMARY
The following summary is qualified in its entirety by the more detailed
information and financial statements appearing elsewhere in the Annual Report.
Reference is made to the Glossary which appears at the end of this section for
the definition of certain capitalized terms used in the Summary and elsewhere in
this Report.
A. THE MASTER LIMITED PARTNERSHIP
National Property Analysts Master Limited Partnership ("NPAMLP") was
organized under the Delaware Revised Uniform Limited Partnership Act in January,
1990 as part of a consolidation of the operation of properties owned by certain
limited partnerships (the "Partnerships") previously sponsored by National
Property Analysts, Inc. and its affiliates ("NPA"). The term of NPAMLP will
continue until December 31, 2013, unless sooner terminated in accordance with
the terms of the limited partnership agreement of NPAMLP (the "Partnership
Agreement"). See "Item 7. Management's Discussion and Analysis of financial
Condition and results of Operations - V. Indebtedness Secured by the Properties
- - D. Future Interest Agreement."
NPAMLP's principal executive offices are located at 230 South Broad
Street, Mezzanine, Philadelphia, Pennsylvania 19102 (telephone: 215-790-4700).
B. THE GENERAL PARTNERS
The General Partners of NPAMLP are EBL&S, Inc., an affiliate of NPA (the
"Managing General Partner") and Feldman International, Inc. (the "Equity General
Partner"). The Managing General Partner and the Equity General Partner are
collectively referred to as the "General Partners". The Managing General Partner
manages and controls all aspects of the business of NPAMLP. The Managing General
Partner is owned 100% by E & H Properties, Inc., an affiliate of NPA and holds
no ownership interest in NPAMLP. The Equity General Partner holds a 1% general
partner interest in NPAMLP. See "Item 13. Certain Relationships and Related
Party Transactions."
C. THE PROPERTIES AND INDEBTEDNESS SECURED BY THE PROPERTIES
NPAMLP owns 32 properties as of December 31, 2004, which consist primarily
of shopping centers and free standing, single tenant retail stores (the
"Properties"). The Properties are subject to certain indebtedness which was
incurred in connection with the acquisition of the Properties by the
Partnerships. See "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations."
D. NPAMLP OBJECTIVES AND POLICIES
NPAMLP intends to hold the Properties until such time as it is deemed
prudent to dispose of the Properties. However, the Partnership in accordance
with the terms of the Partnership Agreement will terminate on December 31, 2013.
See further discussion under "II. NPAMLP Objectives and Policies", below; see
"Item 7. Management's Discussion and Analysis of financial Condition and results
of Operations - V. Indebtedness Secured by the Properties - D. Future Interest
Agreement."
E. LIMITED PARTNERS' SHARE OF CASH FLOW FROM OPERATIONS
The Limited Partners will receive, on an annual basis, 99% of the Cash
Flow from Operations as defined in the Partnership Agreement. It is not
anticipated that NPAMLP will be in a position to distribute Cash Flow from
Operations to its partners in the foreseeable future.
F. LIMITED PARTNERS' SHARE OF PROCEEDS OF SALES DISTRIBUTIONS
Proceeds of Sales of the Properties available to be distributed by NPAMLP
will be distributed 99% to the Limited Partners and 1% to the Equity General
Partner. It is not anticipated that NPAMLP will be in a position to distribute
Proceeds of Sales to its partners in the foreseeable future.
G. ALLOCATIONS OF PROFITS AND LOSSES
Taxable income from NPAMLP operations or from a capital transaction will
be allocated 99% to the Limited Partners and 1% to the Equity General Partner.
Taxable losses from NPAMLP operations or from capital transactions generally
will be allocated 99% to the Limited Partners and 1% to the Equity General
Partner.
1
H. COMPENSATION TO THE GENERAL PARTNER AND AFFILIATES
The Managing General Partner will receive certain compensation for its
services including reimbursement of certain of its expenses and the Equity
Partner will receive a portion of Cash Flow from Operations and Proceeds of
Sales of the Properties. An affiliate of the Managing General Partner will
receive a management fee for managing the Properties and a leasing fee for
obtaining or renewing leases. See "Item 13. Certain Relationships and Related
Party Transactions - I. Compensation and Fees."
I. FISCAL YEAR
NPAMLP's fiscal year will begin on January 1 and end on December 31 of
each year.
II. NPAMLP OBJECTIVES AND POLICIES
A. NPAMLP OBJECTIVES
NPAMLP intends to hold the Properties until such time as it is deemed
prudent to dispose of one or more or all of the Properties. The precise timing
of disposition of Properties is in the discretion of the Managing General
Partner. However, the Partnership in accordance with the terms of the
Partnership Agreement is expected to terminate not later than December 31, 2013.
See "Item 7. Management's Discussion and Analysis of financial Condition and
results of Operations - V. Indebtedness Secured by the Properties - D. Future
Interest Agreement."
It is anticipated that the forgiveness of Wrap Mortgages and the process
of selling Properties, which are owned by Unaudited Partnerships, and applying
sales proceeds to make payments on the Wrap Mortgages will result in the Limited
Partners having to report substantial taxable income when the Properties are
sold without the corresponding receipt of any cash proceeds therefrom (unless
and until the Threshold Amount has been exceeded). It is intended, however, that
by avoiding a foreclosure of Properties, the Consolidation and Restructuring
will preserve for Limited Partners the potential for deriving an economic
benefit from the future sales of the Properties, while at the same time possibly
deferring the recognition of taxable income for some Limited Partners.
The objectives of NPAMLP are, to attempt to implement, with respect to the
Properties, effective management, leasing, cost control and capital improvement
policies and techniques and thereby to (i) preserve and protect NPAMLP's
Properties in order to avoid the loss of any Properties to foreclosure; (ii)
enhance the potential for appreciation in the value of NPAMLP's Properties; and
(iii) provide Cash Flow from Operations. It is not anticipated that NPAMLP will
be in a position to distribute Cash Flow from Operations to its partners in the
foreseeable future.
The determination of whether a Property should be sold or otherwise
disposed of will be made by the Managing General Partner after consideration of
relevant factors, including performance of the Property, market conditions, the
financial requirements of NPAMLP and the tax consequences to Limited Partners,
with a view toward achieving the principal investment objectives of NPAMLP. In
connection with a sale of a Property, a purchase money obligation secured by a
mortgage may be taken as part payment; there are no limitations or restrictions
on NPAMLP's taking such purchase money obligations. The terms of payment to
NPAMLP will be affected by custom in the area in which each Property is located
and the then-prevailing economic conditions. To the extent the Partnership
receives notes and other property instead of cash on sales, such proceeds (other
than any interest payable thereon) will not be included in Proceeds of Sales of
the Properties until and to the extent the notes or other property are actually
paid, sold, refinanced or otherwise disposed of; and therefore, the distribution
of such proceeds to NPAMLP may be delayed until such time.
NPAMLP may not acquire additional properties. However, in the Managing
General Partner's discretion, NPAMLP may, in appropriate circumstances, exchange
Properties for new properties in transactions structured to be non-taxable
events in whole or in substantial part under Section 1031 of the Internal
Revenue Code, and the proceeds of an involuntary conversion may be invested in
property in transactions structured to be non-taxable in whole or in part under
Section 1033 of the Internal Revenue Code.
B. COMPETITION FOR TENANTS
NPAMLP's Properties consist primarily of shopping centers and free
standing, single tenant retail stores located in 17 states. Of the 32 Properties
owned by NPAMLP, 15 properties have only 1 or 2 tenants ("Single Tenant
Properties"). The tenants in the Single Tenant Properties are primarily national
retailers or supermarkets ("Anchor Tenants"). The 17 remaining properties are
multi-tenant shopping center properties ("Shopping Center Properties"). The
tenants in the Shopping Center Properties generally include Anchor Tenants and a
variety of tenants occupying less substantial portions of the property ("Local
Tenants").
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1. ANCHOR TENANTS
The Anchor Tenant leases at lease inception are usually for 20 to 25
years. These Anchor Tenant leases are at various stages of maturity. Upon
expiration of the initial lease term, renewal options are usually available to
the Anchor Tenants. See "Item 2. Properties." The high concentration of minimum
rent received from Anchor Tenants under the terms of long term leases generally
provide NPAMLP with protection against a significant reduction in rental income;
however, this also restricts the growth opportunity for NPAMLP.
NPAMLP's primary Anchor Tenant is Kmart Corporation and its subsidiaries
("Kmart") which in 2004 accounted for approximately 32% of the rental income
received by NPAMLP. In January 2002, Kmart filed for protection under Chapter 11
of the United States Bankruptcy Code. 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. As of December 31, 2004, NPAMLP had 11 leases with Kmart
aggregating approximately 1,042,000 square feet. NPAMLP's average rent per
square foot for all of the Kmart leases as of December 31, 2004, was $3.35. As
of December 31, 2004, there were no amounts due from Kmart under their leases.
Four stores under lease with Kmart were vacant as of December 31, 2001.
Subsequent to its bankruptcy petition, Kmart rejected three of the four leases
and ceased the payment of rent on these leases effective February 1, 2002. These
stores are located in Fort Wayne, Indiana; Lake Mary, Florida and Newberry,
South Carolina. Each of the stores for which the leases were rejected were
previously vacated Anchor Tenants in Single Tenant Properties. The fourth Kmart
lease vacant at December 31, 2001 was leased to another Anchor Tenant in 2002.
Also, in the second quarter of 2002, leases at the Bowling Green, Ohio and
Hutchinson, Minnesota properties were rejected by Kmart in bankruptcy.
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). Aggregate proceeds
received from the sale of the options were recorded as a Deposit on sale of
property. Any gain or loss from these transactions was to be recognized at the
date upon which title to the land and buildings was conveyed to the holder of
the option. The option provided that the title to the land and buildings was to
be conveyed to the holder of the option without any additional consideration on
December 11, 2006 for the Sparks property and November 14, 2003 for the Fort
Wayne property, or would be conveyed automatically to the holder of the option
in the event of a default of the underlying tenant leases or mortgages. Under
the option agreements, the bankruptcy filing by Kmart constituted a default on
the tenant leases. During 2002, the Sparks, Fort Wayne and Newberry properties
were disposed which resulted in a net gain, including forgiveness of wraparound
mortgages, net of discounts of $2,128,000, $1,136,000 and $522,000,
respectively. The Hutchinson property was foreclosed and conveyed to the
property's lender in 2003. The foreclosure of the Hutchinson property resulted
in a net gain, including forgiveness of the wraparound mortgage, net of
discounts of $1,197,000.
The Managing General Partner has had periodic meetings with
representatives of Kmart to review and discuss with them their plans for the
various Kmart stores. In the past, in instances where Kmart stores were
determined to be undersized and inadequate to accommodate Kmart's current needs,
expansions of the existing facilities were undertaken wherever possible.
Discussions and negotiations with sub-tenants and prospective tenants are in
process at the Lake Mary property; however, there can be no assurance new leases
can be successfully negotiated or that the rental income will be comparable. In
the event that NPAMLP is not able to obtain comparable leasing commitments, this
property could be lost to foreclosure. The carrying value of the Lake Mary
property was $6,817,000 and the balance of the related wraparound mortgages
payable, net of discounts, was $3,248,000 as of December 31, 2004. In October
2004 NPAMLP entered into a contract to sell the Bowling Green property. The sale
is scheduled to close in the second quarter of 2005. The carrying value of the
Bowling Green property was $1,633,000 and the balance of the related wraparound
mortgages payable, net of discounts, was $6,278,000 as of December 31, 2004.
As a result of Kmart's January 2002 Chapter 11 filing, NPAMLP could have
difficulty refinancing the aggregate of $10,032,000 of balloon payments (due
over the next 10 years) due on the Third Party Underlying Obligations on
Properties where Kmart is the Anchor Tenant. See "Item 2. Properties."
2. LOCAL TENANTS
Marketing of Local Tenant space is accomplished through signage, direct
mailing, advertisements and through coordinated listings with local leasing
brokers.
The NPAMLP Properties' occupancy rate for Local Tenant space is 82%. The
lease terms for Local Tenant space typically range from 1 to 3 years. The
competitive conditions applicable to Local Tenant space vary from Property to
3
Property. However, as a general matter, it can be said that the market for Local
Tenant space is highly competitive and, with respect to NPAMLP Properties, is
typically a function of NPAMLP's rental rates as compared to the local market's.
However, in instances where a multi-tenant Property has Anchor Tenant space and
the Anchor Tenant space is vacant (currently one Shopping Center Property has
Anchor Tenant space which is vacant), the vacancy in the Anchor Tenant space
makes the rental of the Local Tenant space more difficult.
C. PROHIBITED ACTIVITIES AND INVESTMENTS
NPAMLP will not engage in any business not related to the operations of
the Properties. Additionally, NPAMLP will not: (i) sell additional limited
partnership interests in NPAMLP; (ii) issue limited partnership interests in
exchange for property; (iii) issue senior securities or make loans or
investments in real estate mortgages other than in connection with a
contemplated purchase or sale or disposition of the Properties; (iv) make loans
to the General Partners or its affiliates (v) invest in or underwrite the
securities of other issuers for any purpose, including investing in securities
for the purpose of exercising control; (vi) operate in such a manner as not to
be exempt from classification as an "investment company" for purposes of the
Investment Company Act of 1940; (vii) purchase or lease any property from or
sell or lease any property to the General Partners or its affiliates, except
that with respect to leases, the General Partners and its affiliates may lease
space in the Properties on terms no more favorable than those offered to
non-affiliated persons; (viii) invest in junior mortgages or deeds of trust,
except that the acquisition or granting of junior mortgages or deeds of trust in
connection with the sale, purchase, financing or refinancing of a Property shall
not be deemed to be investing in junior mortgages or deeds of trust; (ix)
commingle the funds of NPAMLP with any other person's; (x) invest in limited
partnership interests; (xi) construct or develop properties; (xii) enter into
joint venture agreements; or (xiii) receive rebates or give-ups in connection
with NPAMLP.
D. INSURANCE ON PROPERTIES
The Managing General Partner has obtained liability insurance covering the
Properties. The third party liability coverage insures, among others, NPAMLP and
the General Partners. Property insurance has also been obtained that insures
NPAMLP for fire and other casualty losses, on Properties for which Anchor
Tenants are not responsible for providing such insurance, in an amount which
covers the replacement cost of the covered Properties. In addition, NPAMLP is
covered under fidelity insurance policies in amounts which the Managing General
Partner deems sufficient. Such insurance coverage is reviewed at least annually
and adjusted to account for variations in value.
III. GLOSSARY
"CAPITAL IMPROVEMENT" shall mean any improvement to any Property which is
required to be capitalized or amortized by NPAMLP, pursuant to accounting
principles generally accepted in the United States of America.
"CASH FLOW FROM OPERATIONS" shall mean, with respect to NPAMLP, Operating
Revenues less Operating Cash Expenses and Reserves.
"CONSOLIDATION" shall mean the consolidation of the ownership and
operations of the Properties in NPAMLP.
"DEBT SERVICE" shall mean the aggregate principal and interest payments
required on the Third Party Underlying Obligations in calendar year 1990 with
respect to the Properties owned by NPAMLP.
"EQUITY GENERAL PARTNER" shall mean Feldman International, Inc., a
Delaware corporation.
"EXCESS PROCEEDS" shall mean the Proceeds of Sales of the Properties in
excess of the Minimum Payoff Amount and Capital Improvement Debt.
"GENERAL PARTNERS" shall mean EBL&S, Inc., the Managing General Partner of
NPAMLP and Feldman International, Inc., the Equity General Partner of NPAMLP.
"INVESTOR NOTE PAYMENTS" shall mean the payment by Investor Note Payors of
amounts becoming due on or after June 1, 1989 on the Investor Notes.
"INVESTOR NOTE RECOVERY" shall mean the Excess Proceeds available for
distribution to NPAMLP after the first $28 million of Excess Proceeds has been
retained by NPAMLP, in an amount equal to the lesser of the Investor Note
Payments or $25 million.
"INVESTOR NOTES" shall mean the promissory notes executed and tendered by
Limited Partners as payments for a portion of the purchase price of their
interest in a Partnership.
"LIMITED PARTNERS" shall mean all persons who hold limited partnership
interests in NPAMLP.
4
"MANAGEMENT AGREEMENT" shall mean the agreement entered into by and
between NPAMLP and EBL&S Property Management, Inc. pursuant to which the
Property Manager will manage the Properties in consideration of a property
management fee (equal to five percent (5%) of NPAMLP's gross operating revenues)
and a leasing fee (equal to the fee customarily charged in the geographic areas
in which the Properties are located).
"MANAGING GENERAL PARTNER" shall mean EBL&S, Inc, a Delaware corporation.
"MLPG" shall mean Main Line Pension Group, a Delaware limited partnership.
"NPA" shall mean National Property Analysts, Inc. and the corporations and
partnerships now or previously controlled by, related to or affiliated with,
directly or indirectly, National Property Analysts, Inc. and Mr. Edward Lipkin,
including, but not limited to E & H Properties, Inc., National Property Analysts
Management Company, and National Property Management Corp.
"NPAEP" shall mean National Property Analysts Employee Partnership, a
Delaware limited partnership.
"NPAMLP" shall mean National Property Analysts Master Limited Partnership,
a Delaware limited partnership.
"PARTNERSHIP AGREEMENT" shall mean the limited partnership agreement
entered into between the General Partners and the Limited Partners of NPAMLP.
"PARTNERSHIPS" shall mean certain limited partnerships previously
sponsored by NPA.
"PENSION GROUPS" shall mean the limited partnerships comprised of various
pension and profit sharing trusts which sold the Properties to the Partnerships,
and includes Main Line Pension Group ("MLPG"), a Delaware limited partnership
which acquired the ownership of the Wrap Mortgages from the original holders and
National Property Analysts Employee Partnership ("NPAEP") and Penn Valley
Pension Group ("PVPG"), both Delaware limited partnerships which subsequently
acquired ownership of certain Wrap Mortgages from MLPG.
"PROCEEDS OF SALES DISTRIBUTIONS" shall mean the distributions made by
NPAMLP from the proceeds of sales of the Properties as defined in the
Partnership Agreement.
"PROCEEDS OF SALES OF THE PROPERTIES" shall mean, for purposes of the
Restructuring Agreement and as of and at the time of the calculation thereof,
(a) the gross sales proceeds (including the then-outstanding principal amount of
indebtedness for borrowed money assumed or taken subject to) from the sale of
any Property or Properties occurring and after the date the Properties were
transferred to NPAMLP, minus (b) all reasonable costs and expenses incurred by a
Partnership or a successor to a Partnership (including NPAMLP), in connection
with any such sale, including without limitation, brokerage commissions to
independent third parties, legal fees and costs, transfer taxes, mortgage taxes,
prepayment penalties payable to independent third parties, title insurance and
all other customary closing costs and expenses.
"PROPERTY" OR "PROPERTIES" shall mean one, some or all of the parcels of
real property owned by NPAMLP.
"PVPG" shall mean Penn Valley Pension Group, a Delaware limited
partnership.
"PROPERTY MANAGER" shall mean EBL&S Property Management, Inc.
"RESERVES" shall mean the amount determined by the Managing General
Partner, in its sole discretion, to be set aside for future requirements of
NPAMLP. At the end of each year, any unexpended reserves not continued as
Reserves will be treated as Cash Flow from Operations.
"RESTRUCTURING" shall mean the restructuring of the Wrap Mortgages and the
Second Mortgages.
"RESTRUCTURING AGREEMENT" shall mean the agreement entered into by and
between NPAMLP, the Pension Groups and certain NPA affiliates to restructure the
Wrap Mortgages and the Second Mortgages.
"RESTRUCTURED WRAP MORTGAGES" shall mean the Wrap Mortgages as modified by
the Restructuring Agreement.
"SECOND MORTGAGE" shall mean any purchase money mortgage or deed of trust
created by a Pension Group upon its purchase of a Property that is a subordinate
lien against the Property in favor of an NPA affiliate and evidenced by a
promissory note.
5
"TENANT IMPROVEMENTS" shall mean construction to the Properties completed
for the benefit of the tenants' use of the Property.
"THIRD PARTY DEBT SERVICE" shall mean payments of principal and interest
on Third Party Underlying Obligations.
"THIRD PARTY UNDERLYING OBLIGATIONS" shall mean those obligations secured
by the Property underlying the Wrap Mortgages held by persons or entities other
than NPA, or its affiliates.
"THRESHOLD AMOUNT" shall mean payments on the Wrap Mortgages generated by
Proceeds of Sales of the Properties in an amount equal to $45,000,000 in excess
of the Third Party Underlying Obligations as of January 1, 1990 secured by such
Properties. As of December 31, 2004, approximately $35,658,000 had been applied
in reduction of the Threshold Amount.
"UNAUDITED PARTNERSHIPS" shall mean the Partnerships included in NPAMLP
which were not audited by the Internal Revenue Service.
"UNITS" shall mean units of limited partnership interest in NPAMLP.
"WRAP MORTGAGES" shall mean the mortgages securing the Wrap Notes which
were delivered to the Pension Groups by the Partnerships at the time of the
acquisition of the Property.
"WRAP NOTES" shall mean the promissory notes secured by the Wrap
Mortgages.
ITEM 2. PROPERTIES
NPAMLP's Properties consist primarily of shopping centers and free
standing, single tenant retail stores. As of December 31, 2004, NPAMLP owned and
operated 32 Properties located in 17 states. Approximately 47% of the Properties
are Single Tenant Properties and 53% are Shopping Center Properties.
Set forth below are schedules providing information with respect to the
Properties and the indebtedness secured by the Properties. Schedule 1 provides a
description of the Properties and certain tenant information. Schedule 2
provides certain information regarding tenant lease expirations. Schedule 3
provides information regarding the Third Party Underlying Obligations secured by
the Properties.
Under applicable law, in certain circumstances, the owner or operator of
real property has an obligation to clean up hazardous and toxic substances on
the property. This obligation is often imposed without regard to the timing,
cause or person responsible for such substances on the property. The presence of
such substances on a Property would have an adverse impact on the operating
costs and sale or refinancing of such Property. None of the Properties are
presently the subject of any environmental enforcement actions under any such
statutes, and the General Partners do not have any information or knowledge
about the presence of such substances requiring remediation on any of the
Properties. If it is claimed or determined that such substances do exist on any
of such Properties, NPAMLP could be subject to such cleanup obligations. The
presence of such substances may make a Property unmarketable or substantially
decrease its value. Any environmental cleanup expenses incurred in connection
with a sale would directly reduce proceeds derived from the sale of the
Property.
ITEM 3. LEGAL PROCEEDINGS
NPAMLP is involved in various claims and legal actions arising in the
ordinary course of property operations. In the opinion of the General Partners,
the ultimate disposition of these matters will not have a material adverse
effect on NPAMLP's financial position, results of operations or liquidity.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
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SCHEDULE 1
DESCRIPTION OF PROPERTY TENANT INFORMATION
TOTAL AVERAGE
PROPERTY TOTAL OCCUPANCY MINIMUM RENT
LOCATION GLA (a) RATE RENT (b) PSF (c)
- -------- ------- --------- ---------- ---------
Ardmore, OK 216,790 92.3% $ 983,432 $ 4.54
Bowling Green, OH 135,203 8.1% 47,100 0.35
Cahokia, IL 26,000 100.0% 24,133 0.93
Cottage Grove, MN 113,208 95.6% 981,907 8.67
Dunmore, PA 26,475 100.0% 78,696 2.97
East Haven, CT 158,057 95.6% 692,599 4.38
Federal Way, WA 37,560 100.0% 45,000 1.20
Grand Rapids, MI 10,880 100.0% 378,071 34.75
Huntington, WV 141,710 33.1% 121,907 0.86
Huntsville, AL 104,000 100.0% 244,400 2.35
Independence, MO 134,634 97.2% 392,109 2.91
Kalamazoo, MI 120,958 100.0% 566,261 4.68
Lake Mary, FL 107,400 100.0% 345,900 3.22
Lawnside, NJ 102,552 100.0% 498,012 4.86
Lockport, IL 100,828 100.0% 332,406 3.30
Marquette, MI 248,256 93.2% 1,203,564 4.85
Maryville, MO 35,099 100.0% 120,792 3.44
New Hope, MN 115,492 100.0% 319,462 2.77
North Augusta, SC 109,134 100.0% 360,000 3.30
North Sarasota, FL 134,805 100.0% 540,326 4.01
O' Fallon, MO 91,061 100.0% 354,477 3.89
Oak Lawn, IL 159,233 100.0% 895,270 5.62
Painesville, OH 10,125 100.0% 178,091 17.59
Philadelphia, PA 128,006 100.0% 556,500 4.35
Rockville, MD 10,880 100.0% 521,718 47.95
San Mateo, CA 84,704 100.0% 476,546 5.63
Seven Hills, OH 121,677 100.0% 326,070 2.68
Taylorville, IL 43,127 100.0% 346,080 8.02
Urbana, IL 55,531 100.0% 446,525 8.04
Waverly, OH 55,102 87.7% 234,043 4.25
Wheelersburg, OH 38,830 25.0% 32,760 0.84
Yazoo City, MS 81,312 79.9% 222,914 2.74
(a) Gross Leasable Area.
(b) Based on leases in effect as of December 31, 2004.
(c) Based on occupied space.
7
SCHEDULE 1
DESCRIPTION OF PROPERTY TENANT INFORMATION
MAJOR TENANT INFORMATION
PROPERTY ANNUAL LEASE
LOCATION NAME GLA (a) RENT EXPIRATION OPTIONS
- -------- ---- ------- --------- ---------- --------
Ardmore, OK Hobby Lobby 57,120 $ 106,243 02/26/2005 2 / 5 YR
Beall's 25,632 83,304 04/30/2005 3 / 5 YR
Staples 22,720 124,900 02/28/2009 4 / 5 YR
Goody's Family Clothing 26,432 218,064 10/31/2011 2 / 5 YR
Bowling Green, OH Dollar General 11,000 47,100 01/31/2006 1 / 3 YR
Cahokia, IL Goodyear Service Center 26,000 24,133 08/31/2005 None
Cottage Grove, MN Rainbow Foods 70,130 606,624 07/11/2016 6 / 5 YR
Dunmore, PA Price Chopper 26,475 78,696 11/30/2005 3 / 5 YR
East Haven, CT National Wholesale Liquidators 84,180 273,585 01/31/2006 5 / 5 YR
Federal Way, WA Safeway 37,560 45,000 10/31/2008 5 / 5 YR
Grand Rapids, MI CVS 10,880 378,071 01/31/2024 10 / 5 YR
Huntington, WV Office Depot (b) 25,900 60,000 02/28/2005 4 / 5 YR
CVS 7,000 28,000 01/31/2006 None
Huntsville, AL Kmart 104,000 244,400 11/30/2010 4 / 5 YR
Independence, MO Kmart 116,799 308,634 03/31/2010 5 / 5 YR
Kalamazoo, MI Kmart 84,180 248,770 02/28/2010 9 / 5 YR
SuperPetz, LLC (c) 18,047 166,935 (c) None
Lake Mary, FL Old Time Pottery 107,400 345,900 03/31/2005 None
Lawnside, NJ Kmart 102,552 498,012 06/30/2025 10 / 5 YR
Lockport, IL Kmart 54,000 133,684 06/30/2009 9 / 5 YR
Sterk's Super Foods, Inc. 35,170 121,603 05/20/2006 3 / 5 YR
Marquette, MI Kohl's Department Stores, Inc. 85,480 170,960 11/30/2024 9 / 5 YR
Younker's 44,068 92,543 10/01/2011 None
J.C. Penney 33,996 118,286 08/31/2009 4 / 5 YR
Maryville, MO J.C. Penney 22,060 65,502 10/31/2006 2 / 5 YR
New Hope, MN Kmart 115,492 319,462 06/30/2012 9 / 5 YR
North Augusta, SC North Augusta Flea Mall 84,000 360,000
North Sarasota, FL Kmart 84,180 280,440 11/30/2008 9 / 5 YR
Bealls 40,000 141,040 11/20/2008 4 / 5 YR
O' Fallon, MO Kmart 83,061 279,415 11/30/2005 10 / 5 YR
Oak Lawn, IL Home Depot 104,622 480,000 01/31/2028 5 / 5 YR
Jewel Foods 58,575 415,270 01/03/2009 3 / 5 YR
Painesville, OH CVS 10,125 178,091 01/31/2019 6 / 5 YR
Philadelphia, PA Kmart 91,033 388,500 03/31/2005 10 / 5 YR
Acme 36,973 168,000 06/30/2005 6 / 5 YR
Rockville, MD CVS 10,880 521,718 01/31/2024 10 / 5 YR
San Mateo, CA Kmart 84,704 476,546 01/31/2015 None
Seven Hills, OH Kmart 121,677 318,595 08/31/2007 8 / 5 YR
Taylorville, IL Kroger 27,958 237,761 03/31/2007 5 / 5 YR
CVS 10,069 81,319 03/31/2007 5 / 5 YR
Urbana, IL Kroger 43,667 370,648 03/31/2007 5 / 5 YR
Waverly, OH Kroger 38,268 154,558 11/30/2009 3 / 5 YR
Wheelersburg, OH No Major Tenants
Yazoo City, MS Miss. Baptist Medical Ctr. 20,116 61,957 05/31/2005 1 / 5 YR
Family Dollar Stores 10,846 59,000 06/30/2008 6 / 5 YR
Sunflower Supermarket 20,000 45,000 04/30/2010 1 / 5 YR
(a) Gross Leasable Area.
(b) Based on leases in effect as of December 31, 2004.
(c) Based on occupied space.
8
SCHEDULE 2
TENANT LEASE EXPIRATIONS
2005 2006
------------------------------ ----------------------------
TOTAL NUMBER NUMBER
PROPERTY TOTAL MINIMUM OF MINIMUM OF MINIMUM
LOCATION gla (a) RENT TENANTS RENT S.F. TENANTS RENT S.F.
- --------------------- --------- ------------- -------- ---------- -------- ------- ---------- -------
Ardmore, OK 216,790 $ 924,658 8 $ 138,379 19,338 5 $ 82,495 10,905
Bowling Green, OH 135,203 47,100 1 $ 47,100 11,000
Cahokia, IL 26,000 24,133 1 $ 24,133 26,000
Cottage Grove, MN 110,328 803,369 1 $ 24,000 2,700 1 $ 91,000 13,000
Dunmore, PA 26,475 78,696 1 $ 78,696 26,475
East Haven, CT 158,057 705,624 1 $ 27,000 4,500 1 $ 273,585 84,180
Federal Way, WA 37,560 45,000
Grand Rapids, MI 10,880 378,071
Huntington, WV 141,710 110,910 4 $ 18,389 27,748 3 $ 48,340 9,730
Huntsville, AL 104,000 244,400
Independence, MO 134,634 371,814 1 $ 11,700 1,800
Kalamazoo, MI 120,958 566,261 3 $ 213,508 24,175
Lake Mary, FL 107,400 345,900
Lawnside, NJ 102,552 498,012
Lockport, IL 100,828 309,247 1 $ 121,603 35,170
Marquette, MI 248,256 1,212,293 7 $ 132,842 10,121 11 $ 255,531 30,019
Maryville, MO 35,099 126,204 2 $ 14,700 3,850 1 $ 65,502 22,204
New Hope, MN 115,492 319,462
North Augusta, SC 109,134 360,000
North Sarasota, FL 134,805 540,326 1 $ 40,000 5,000 1 $ 26,400 1,500
O' Fallon, MO 91,061 358,107 1 $ 279,415 83,061 2 $ 51,062 5,000
Oak Lawn, IL 159,233 795,270
Painesville, OH 10,125 168,011
Philadelphia, PA 128,006 556,500
Rockville, MD 10,880 521,718
San Mateo, CA 84,704 476,546
Seven Hills, OH 121,677 326,070
Taylorville, IL 43,127 344,880 1 $ 15,000 3,000 1 $ 12,000 2,100
Urbana, IL 55,531 444,733 2 $ 17,125 2,800
Waverly, OH 55,102 283,999 1 $ 22,896 3,200
Wheelersburg, OH 38,830 21,186
Yazoo City, MS 81,312 222,944 1 $ 61,957 20,116 1 $ 31,200 9,600
--------- ------------- -- ---------- ------- -- ---------- -------
TOTALS 3,055,749 12,531,444 35 1,108,040 262,084 30 1,117,518 236,208
--------- ------------- -- ---------- ------- -- ---------- -------
ANNUAL % TO TOTAL 100.0% 100.0% 8.8% 8.6% 8.9% 7.7%
--------- ------------- ---------- ------- ---------- -------
CUMULATIVE % 8.8% 8.6% 17.8% 16.3%
---------- ------- ---------- -------
(a) Gross Leasable Area.
9
SCHEDULE 2, CONTINUED
TENANT LEASE EXPIRATIONS
2007 2008
--------------------------------- ------------------------------
TOTAL NUMBER NUMBER
PROPERTY TOTAL MINIMUM OF MINIMUM OF MINIMUM
LOCATION GLA (a) RENT TENANTS RENT S.F. TENANTS RENT S.F.
- ------------------ --------- ------------ ------- ----------- ------- ------- ----------- -------
Ardmore, OK 216,790 $ 924,658 5 $ 108,932 24,673 2 $ 78,944 9,650
Bowling Green, OH 135,203 47,100
Cahokia, IL 26,000 24,133
Cottage Grove, MN 110,328 803,369 1 $ 28,500 2,375
Dunmore, PA 26,475 78,696
East Haven, CT 158,057 705,624 1 $ 25,000 2,500 3 $ 192,089 20,500
Federal Way, WA 37,560 45,000 1 $ 45,000 37,560
Grand Rapids, MI 10,880 378,071
Huntington, WV 141,710 110,910 1 $ 9,087 850 3 $ 46,090 8,535
Huntsville, AL 104,000 244,400
Independence, MO 134,634 371,814 2 $ 44,400 11,040
Kalamazoo, MI 120,958 566,261 1 $ 103,983 12,603
Lake Mary, FL 107,400 345,900
Lawnside, NJ 102,552 498,012
Lockport, IL 100,828 309,247 2 $ 43,204 6,855 1 $ 22,530 2,053
Marquette, MI 248,256 1,212,293 7 $ 265,203 20,448
Maryville, MO 35,099 126,204 1 $ 13,475 4,900
New Hope, MN 115,492 319,462
North Augusta, SC 109,134 360,000
North Sarasota, FL 134,805 540,326 2 $ 28,146 2,100 2 $ 421,480 124,180
O' Fallon, MO 91,061 358,107 1 $ 24,000 3,000
Oak Lawn, IL 159,233 795,270
Painesville, OH 10,125 168,011
Philadelphia, PA 128,006 556,500
Rockville, MD 10,880 521,718
San Mateo, CA 84,704 476,546
Seven Hills, OH 121,677 326,070 1 $ 318,595 121,677
Taylorville, IL 43,127 344,880 2 $ 319,080 38,027
Urbana, IL 55,531 444,733 3 $ 417,400 51,331
Waverly, OH 55,102 283,999 1 $ 15,500 2,000
Wheelersburg, OH 38,830 21,186 1 $ 12,360 2,060
Yazoo City, MS (b) 81,312 222,944 2 13,037 1,445 1 $ 59,000 10,846
TOTALS 3,055,749 12,531,444 32 1,672,444 290,381 15 982,591 230,827
--------- ---------- -- --------- ------- -- ------- -------
ANNUAL % TO TOTAL 100.0% 100.0% 13.3% 9.5% 13.3% 9.5%
--------- ---------- --------- ------- ------- -------
CUMULATIVE % 31.1% 25.8% 31.1% 25.8%
--------- ------- ------- -------
(a) Gross Leasable Area.
(b) In 2007, one of the two lease expirations represents an expiring ground
lease ($6,000).
10
SCHEDULE 2, CONTINUED
TENANT LEASE EXPIRATIONS
2009
-------------------------------
TOTAL NUMBER
PROPERTY TOTAL MINIMUM OF MINIMUM
LOCATION GLA (a) RENT TENANTS RENT S.F.
- --------------------- --------- ------------ ------- ---------- -------
Ardmore, OK 216,790 $ 924,658 1 $ 124,900 22,720
Bowling Green, OH 135,203 47,100
Cahokia, IL 26,000 24,133
Cottage Grove, MN 110,328 803,369
Dunmore, PA 26,475 78,696
East Haven, CT 158,057 705,624 2 $ 100,000 8,202
Federal Way, WA 37,560 45,000
Grand Rapids, MI 10,880 378,071
Huntington, WV 141,710 110,910
Huntsville, AL 104,000 244,400
Independence, MO 134,634 371,814
Kalamazoo, MI 120,958 566,261
Lake Mary, FL 107,400 345,900
Lawnside, NJ 102,552 498,012
Lockport, IL 100,828 309,247 1 $ 133,684 54,000
Marquette, MI 248,256 1,212,293 2 $ 203,286 34,746
Maryville, MO 35,099 126,204
New Hope, MN 115,492 319,462
North Augusta, SC 109,134 360,000
North Sarasota, FL 134,805 540,326
O' Fallon, MO 91,061 358,107
Oak Lawn, IL 159,233 795,270 1 $ 415,270 58,575
Painesville, OH 10,125 168,011
Philadelphia, PA 128,006 556,500
Rockville, MD 10,880 521,718
San Mateo, CA 84,704 476,546
Seven Hills, OH 121,677 326,070
Taylorville, IL 43,127 344,880
Urbana, IL 55,531 444,733
Waverly, OH 55,102 283,999
Wheelersburg, OH 38,830 21,186 1 $ 20,400 7,662
Yazoo City, MS 81,312 222,944
--------- ---------- - ------- -------
TOTALS 3,055,749 12,531,444 8 997,540 185,905
--------- ---------- - ------- -------
ANNUAL % TO TOTAL 100.0% 100.0% 8.0% 6.1%
--------- ---------- ------- -------
CUMULATIVE % 46.9% 39.4%
------- -------
(a) Gross Leasable Area.
11
SCHEDULE 3
THIRD PARTY UNDERLYING OBLIGATIONS
PRINCIPAL
PROPERTY MORTGAGE INTEREST BALANCE AT
LOCATION MORTGAGEE(S) TYPE RATE DUE DATE 12/31/2004
- ------------------ ---------------------------------- -------- -------- ----------- --------------
Ardmore, OK GMAC Mortgage Company 1st 8.59% 01-Apr-2010 $ 6,523,114
Bowling Green, OH Credit Suisse First Boston (b) 1st 7.05% 31-Jul-2008 2,283,535
Cahokia, IL NONE
Cottage Grove, MN IDS Life Insurance (c) 1st 8.75% 01-Nov-2016 4,311,697
Dunmore, PA NONE
East Haven, CT Aetna Life Insurance Company 1st 8.88% 01-Sep-2005 29,728
Beal Bank 2nd 8.53% 01-Aug-2005 1,006,942
Federal Way, WA NONE 0.00%
Grand Rapids, MI Wells Fargo Bank Northwest, N.A. 1st 7.77% 10-Jan-2012 3,039,185
Huntington, WV Suburban Capital Markets, Inc. (a) 1st 9.13% 01-Feb-2007 1,428,806
Huntsville, AL Credit Suisse First Boston (b) 1st 7.05% 31-Jul-2008 630,770
Independence, MO Credit Suisse First Boston (b) 1st 7.05% 31-Jul-2008 1,430,350
Kalamazoo, MI NONE
Lake Mary, FL Mercantile Bank 1st 5.75% 01-Feb-2006 4,600,000
Lawnside, NJ Wachovia Securities 1st 8.71% 15-Sep-2020 4,660,714
Lockport, IL Credit Suisse First Boston (b) 1st 7.05% 31-Jul-2008 1,483,482
Marquette, MI Union Labor Life Insurance Co. 1st 7.50% 27-Feb-2009 5,351,890
Maryville, MO NONE
New Hope, MN Credit Suisse First Boston (b) 1st 7.05% 31-Jul-2008 1,563,320
North Augusta, SC NONE
North Sarasota, FL Credit Suisse First Boston (b) 1st 7.05% 31-Jul-2008 2,842,207
O' Fallon, MO Credit Suisse First Boston (b) 1st 7.05% 31-Jul-2008 2,078,131
Oak Lawn, IL American Express Financial Corp. 1st 5.00% 01-Dec-2008 1,527,942
Painesville, OH Credit Suisse First Boston 1st 6.48% 06-Dec-2018 1,790,070
Philadelphia, PA Equitable Life Assurance Society 1st 9.25% 01-Jun-2010 1,672,789
Rockville, MD (d) Wells Fargo Bank Northwest, N.A. 1st 7.77% 10-Jan-2012 4,193,919
San Mateo, CA Amerus Capital Management 1st 8.25% 01-Feb-2005 116,116
Seven Hills, OH B & K Properties 1st 9.75% 01-Nov-2012 1,472,879
Taylorville, IL Suburban Capital Markets, Inc. (a) 1st 9.13% 01-Feb-2007 1,232,450
Urbana, IL Credit Suisse First Boston (b) 1st 7.05% 31-Jul-2008 2,338,026
Waverly, OH Suburban Capital Markets, Inc. (a) 1st 9.13% 01-Feb-2007 1,232,450
Wheelersburg, OH NONE
Yazoo City, MS Credit Suisse First Boston (b) 1st 7.05% 31-Jul-2008 1,021,171
(a) Mortgages are cross - collateralized and cross - defaulted.
(b) Mortgages are cross - collateralized and cross - defaulted.
(c) Loan is callable on November 1, 2006.
(d) NPAMLP owns an 82% interest in this property. Loan balances reflect percent
ownership.
12
SCHEDULE 3, CONTINUED
THIRD PARTY UNDERLYING OBLIGATIONS OWNERSHIP
OWNER
SHIP
ANNUAL BALLOON INTEREST
PROPERTY MORTGAGE DEBT DUE AT FEE/
LOCATION MORTGAGEE(S) TYPE SERVICE EXPIRATION LEASEHOLD
- ----------------- ---------------------------------- -------- --------------- -------------- ---------
Ardmore, OK GMAC Mortgage Company 1st $ 627,994 $ 6,126,137 Fee
Bowling Green, OH Credit Suisse First Boston (b) 1st 196,773 2,146,999 Fee
Cahokia, IL NONE Fee
Cottage Grove, MN IDS Life Insurance (d) 1st 636,272 105,663 Fee
Dunmore, PA NONE Leasehold
East Haven, CT Aetna Life Insurance Company 1st 381,258 0 Fee
Beal Bank 2nd 116,716 985,836
Federal Way, WA NONE Fee
Grand Rapids, MI Wells Fargo Bank Northwest, N.A. 1st 378,071 1,724,598 Fee
Huntington, WV Suburban Capital Markets, Inc. (a) 1st 132,348 1,428,806 Fee
Huntsville, AL Credit Suisse First Boston (b) 1st 54,361 591,575 Leasehold
Independence, MO Credit Suisse First Boston (b) 1st 123,270 1,341,666 Fee
Kalamazoo, MI NONE Leasehold
Lake Mary, FL Kidder Peabody Mortgage Capital 1st 264,500 4,600,000 Fee
Lawnside, NJ Wachovia Securities 1st 442,483 0 Fee
Lockport, IL Credit Suisse First Boston (b) 1st 127,864 1,388,646 Fee
Marquette, MI Union Labor Life Insurance Co. 1st 615,161 5,527,666 Leasehold
Maryville, MO NONE Leasehold
New Hope, MN Credit Suisse First Boston (b) 1st 134,755 1,461,553 Fee
North Augusta, SC NONE Leasehold
North Sarasota, FL Credit Suisse First Boston (b) 1st 245,009 2,653,997 Fee
O' Fallon, MO Credit Suisse First Boston (b) 1st 179,163 1,936,664 Fee
Oak Lawn, IL American Express Financial Corp. 1st 422,249 0 Leasehold
Painesville, OH Credit Suisse First Boston 1st 168,011 0 Fee
Philadelphia, PA Equitable Life Assurance Society 1st 395,220 0 Leasehold
Rockville, MD (d) Wells Fargo Bank Northwest, N.A. 1st 521,718 2,379,857
San Mateo, CA Amerus Capital Management 1st 474,046 0 Leasehold
Seven Hills, OH B & K Properties 1st 263,917 66,537 Leasehold
Taylorville, IL Suburban Capital Markets, Inc. (a) 1st 114,156 1,232,450 Fee
Urbana, IL Credit Suisse First Boston (b) 1st 189,882 2,049,932 Fee
Waverly, OH Suburban Capital Markets, Inc. (a) 1st 114,156 1,232,450 Fee
Wheelersburg, OH NONE Fee
Yazoo City, MS Credit Suisse First Boston (b) 1st 88,050 949,460 Fee
(a) Mortgages are cross - collateralized and cross - defaulted.
(b) Mortgages are cross - collateralized and cross - defaulted.
(c) Loan is callable on November 1, 2006.
(d) NPAMLP owns an 82% interest in this property. Loan balances reflect percent
ownership.
13
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS
I. NO TRADING MARKET
There is no trading market for the Units in NPAMLP. NPAMLP Units are not
transferrable except by will, inheritance or operation of law. To date no
transfers other than those by will, inheritance and operation of law have been
permitted.
In addition, the Partnership Agreement places additional restrictions on
the transferability of the Units. The Limited Partners of NPAMLP are prohibited
from selling their Units unless such sale is at the Managing General Partner's
direction, is accomplished in a single transaction involving all Limited
Partners' interests to a single purchaser, and is accomplished simultaneously
with the sale of the Equity General Partner's interest in NPAMLP.
As of December 31, 2004, there were 97,752 Units outstanding held by
approximately 2,600 Limited Partners.
II. DISTRIBUTIONS OF CASH FLOW FROM OPERATIONS
NPAMLP may make annual distributions to its partners in an aggregate
amount equal to its Cash Flow from Operations. NPAMLP has not made any
distributions of Cash Flow from Operations to its partners since its
organization. It is not anticipated that NPAMLP will be in a position to
distribute Cash Flow from Operations to its partners in the foreseeable future.
NPAMLP may not reinvest Cash Flow from Operations in additional real
estate investments.
III. PROCEEDS OF SALES DISTRIBUTIONS
The Proceeds of Sales of the Properties may not be reinvested in
additional real properties, except as permitted with respect to transactions
that are non- taxable in whole or in substantial part under Section 1031 or 1033
of the Internal Revenue Code. The Proceeds of Sales of the Properties, after
payment of related expenses and indebtedness and provision for reasonable
reserves, will be available for NPAMLP purposes, including paying Debt Service
or providing for Capital Improvements with respect to other Properties owned by
NPAMLP. All proceeds not utilized for NPAMLP purposes will, after making the
payments required by the Restructuring Agreement with respect to the Wrap
Mortgages, be distributed to the partners of NPAMLP.
The Restructuring Agreement provides for a sharing of cash from the
Proceeds of Sales of the Properties after repayment of the Third Party
Underlying Obligations once the net Proceeds of Sale of the Properties exceed
the Threshold Amount. Additionally, the Limited Partners of NPAMLP receive 40%
of the Cash Flow from Operations, if any, in excess of Debt Service and any
Capital Improvements and Reserves as considered necessary. The remaining cash
flow, if any, is applied to the Wrap Mortgages in payment of accrued interest
and then principal.
NPAMLP has not made any Proceeds of Sales Distributions to its partners
since its organization. It is not anticipated that NPAMLP will be in a position
to distribute Proceeds of Sales to its partners in the foreseeable future.
IV. CERTAIN INCOME TAX CONSIDERATIONS
A. RECOGNITION OF GAIN
It is anticipated that future forgiveness of Wrap Mortgages, if any, and
the potential of selling Properties, which are owned by Unaudited Partnerships,
and applying sales proceeds to make payments on the Wrap Mortgages may require
the Limited Partners to report substantial taxable income when the Properties
are sold without the corresponding receipt of any cash proceeds therefrom
(unless and until the Threshold Amount has been exceeded).
Limited Partners are allocated their share of NPAMLP's taxable income and
gain even if they receive no cash distributions from NPAMLP with which to pay
any resulting tax liability, and will be allocated their share of NPAMLP's tax
losses, including depreciation deductions. It is anticipated that NPAMLP will
generate gradually increasing amounts (which will ultimately be substantial) of
taxable income, inasmuch as interest expense and depreciation expense are
gradually decreasing each year.
As and when the Properties are sold or otherwise disposed of (and whether
14
or not any cash is distributed to Limited Partners in respect of such sales),
all taxable income will be allocated among those Limited Partners who were
partners in the Partnership which owned the Property prior to the Consolidation
up to the amount by which the fair market value of such Properties exceeded
their adjusted basis at the time of contribution to NPAMLP (gain in excess of
such amounts will be allocated ratably among all Limited Partners). This rule
does not apply to tax-free exchanges except to the extent of cash or "other
property" received.
B. TREATMENT OF DISTRIBUTIONS BY NPAMLP
Cash distributions made to a Limited Partner are not, per se, taxable;
rather, they represent a return of capital up to the amount of his adjusted
basis in his interest in NPAMLP. A return of capital generally does not result
in any recognition of gain or loss for federal income tax purposes, but reduces
the recipient's adjusted basis in his investment. Certain partners whose returns
were audited and adjusted (in connection with their investment in NPA sponsored
limited partnerships) may have signed a closing agreement with the Internal
Revenue Service ("IRS"); pursuant to the terms of such closing agreement, their
tax treatment may vary from the foregoing; such partners are urged to consult
with their own tax advisors with respect to this issue.
Distributions, if any, in excess of a Limited Partner's adjusted basis in
his NPAMLP interest immediately prior thereto will result in the recognition of
gain to that extent. Unless NPAMLP is treated for tax purposes as a "dealer" in
real property, such gain generally should be capital gain.
C. OPERATING INCOME (LOSS) OF NPAMLP
Each Limited Partner will receive an annual Schedule K-1 (U.S. Form 1065)
to indicate his share of NPAMLP's taxable income or loss for each tax year. Such
income or loss, rather than the distributions described in Part B above, is
reportable by the Limited Partner. Since any loss generated by NPAMLP is, with
respect to Limited Partners, a passive loss, the deductibility of such loss is
governed by Section 469 of the Internal Revenue Code of 1986, and may be limited
thereby.
Certain Partnerships were audited by the IRS (the "Audited Partnerships")
and the partners thereof executed an agreement relating to their past and future
federal tax liability (the "Closing Agreement"). The foregoing paragraph applies
to those investors who have not signed a Closing Agreement with IRS with respect
to their Units. As to those Limited Partners who have signed such a Closing
Agreement, the appropriate tax treatment may differ from the foregoing and is
governed by the Closing Agreement.
15
ITEM 6. SELECTED FINANCIAL DATA
The following is selected financial data for NPAMLP for the five years
ended December 31, 2004, derived from the audited financial statements of NPAMLP
prepared in conformity with accounting principles generally accepted in the
United States of America. The selected financial data set forth below should be
read in conjunction with "Managements Discussion and Analysis of Financial
Condition and Results of Operations" and with the Combined Financial Statements
of NPAMLP and the notes thereto included elsewhere in this Form 10-K.
Year Ended December 31
(In Thousands, except per unit data)
2004 2003 2002 2001 2000
-------- -------- -------- -------- --------
INCOME:
Rental income $ 12,505 $ 13,305 $ 12,950 $ 15,064 $ 16,535
Other charges to tenants 3,983 3,188 3,781 4,408 4,585
Interest income 108 161 200 230 262
-------- -------- -------- -------- --------
TOTAL INCOME 16,596 16,654 16,931 19,702 20,382
-------- -------- -------- -------- --------
OPERATING EXPENSES:
Interest expense 11,498 11,429 11,337 13,012 13,395
Other operating expenses 8,465 8,355 7,963 7,902 8,297
Depreciation and
amortization 5,087 5,030 5,131 5,665 5,905
-------- -------- -------- -------- --------
TOTAL OPERATING EXPENSES 25,050 24,814 24,431 26,579 27,597
-------- -------- -------- -------- --------
OPERATING LOSS (8,454) (8,160) (7,500) (6,877) (7,215)
-------- -------- -------- -------- --------
OTHER INCOME (EXPENSE):
Realized gain (loss) on
investment securities 50 97 (185) - -
Forgiveness of wraparound
mortgages payable on
continuing properties 2,187 - -
-------- -------- -------- -------- --------
LOSS FROM CONTINUING
OPERATIONS (6,217) (8,063) (7,685) (6,877) (7,215)
DISCONTINUED OPERATIONS:
Gain (loss) from operations of
discontinued components (including
gain (loss) on disposition of
properties of $5,894, $923 and
($3,961) for the years ended
December 31,2004, 2003 and 2002;
and an impairment charge of $413
and $250 for the years ended
December 31, 2002 and 2001) 5,426 (177) (5,840) (1,549) 531
Forgiveness of wraparound mortgages
payable on disposition of
properties 3,440 1,237 10,770
-------- -------- -------- -------- --------
NET INCOME (LOSS) $ 2,649 $ (7,003) $ (2,755) $ (8,426) $ (6,684)
======== ======== ======== ======== ========
PER UNIT DATA:
Operating loss $ (86.48) $ (83.48) $ (76.72) $ (70.35) $ (73.81)
======== ======== ======== ======== ========
Net income (loss) $ 27.10 $ (71.64) $ (28.18) $ (86.20) $ (68.38)
======== ======== ======== ======== ========
Weighted average units
outstanding 97,752 97,752 97,752 97,752 97,752
======== ======== ======== ======== ========
ASSETS:
Rental property - net $ 72,663 $ 76,455 $ 83,180 $106,937 $109,008
Other assets 5,028 6,134 8,695 7,710 7,897
-------- -------- -------- -------- --------
TOTAL ASSETS $ 77,691 $ 82,589 $ 91,875 $114,647 $116,905
======== ======== ======== ======== ========
LIABILITIES AND PARTNERS' DEFICIT:
Wraparound mortgages payable
less: unamortized discount
based on imputed interest
rate of 12% $120,352 $128,443 $130,427 $149,877 $144,409
Other liabilities 7.822 7,286 7,678 8,223 7,521
-------- -------- -------- -------- --------
Total liabilities $128,174 $135,729 $138,105 $158,100 $151,930
Partners' deficit (50,483) (53,140) (46,230) (43,453) (35,025)
-------- -------- -------- -------- --------
TOTAL LIABILITIES AND
PARTNERS' DEFICIT $ 77,691 $ 8,589 $ 91,875 $114,647 $116,905
======== ======== ======== ======== ========
16
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with NPAMLP's
combined financial statements and notes thereto appearing elsewhere in this
Report.
I. LIQUIDITY AND CAPITAL RESOURCES
A. GENERAL
As previously noted, the Properties owned by NPAMLP are encumbered by the
Wrap Mortgages. As a result of the Restructuring, the Debt Service on the Wrap
Mortgages was adjusted to be the same as the 1990 debt service required on the
Third Party Underlying Obligations. NPAMLP's ability to meet its obligations on
the Wrap Mortgages is dependent on the Properties generating sufficient cash
flow to meet the Debt Service.
B. THIRD PARTY DEBT SERVICE
As of December 31, 2004, the Third Party Underlying Obligations were
current for all the Properties.
See "Item 7. Management's Discussion and Analysis of Financial Condition - II
Critical Accounting Policies."
C. WORKING CAPITAL
As of December 31, 2004, NPAMLP has working capital of approximately
$(126,000) excluding amounts due to the Managing General Partner and the Pension
Groups of $1,705,000 and $1,339,000, respectively. NPAMLP's operating budget for
2005 projects positive cash flow of approximately $295,000.
To date, NPAMLP has replenished its working capital reserves through the
sale of Properties. This has occurred when holders of the Second Mortgage and
Wrap Mortgage have released their liens on Properties which have been sold,
notwithstanding that pursuant to the terms of the Restructuring Agreement the
proceeds were payable to the holders of the Second Mortgage and the Wrap
Mortgage. They have agreed in certain instances to release their liens and
provide proceeds from the sale to NPAMLP because their mortgages are cross-
collateralized against all of the Properties and because the proceeds from the
sale of such Properties have been utilized for the remaining Properties.
Although the Second Mortgage lenders are not obligated to subordinate or release
their mortgages, their continued cooperation in this regard is expected.
Pursuant to the 2003 Agreement (See "Item 7. Management's Discussion and
Analysis of financial Condition and results of Operations - V. Indebtedness
Secured by the Properties - D. Future Interest Agreement"), the holders of the
Wrap Mortgages are obligated to release their mortgages in the event of a sale
of Property. As of December 31, 2004, the Managing General Partner has advanced
approximately $1,705,000 to NPAMLP but may require the repayment of the advances
for its own operational needs.
D. LOAN OBLIGATIONS
Although all the Third Party Underlying Obligations on which balloon
payments have become due to date have ultimately been refinanced, there can be
no assurance that loan extensions will be successfully negotiated with the
lenders holding the Third Party Underlying Obligations on these Properties. In
the event that NPAMLP is not able to obtain refinancing commitments from
alternative lenders or loan extensions from the lenders holding the existing
Third Party Underlying Obligations, the properties could be lost to foreclosure.
For the year ended December 31, 2005, balloon payments in the amount of $985,000
are due on the Third Party Underlying Mortgage Obligations. See "Item 2.
Properties."
E. CAPITAL REQUIREMENTS
The average age of the Properties owned by NPAMLP is in excess of 20
years. Due to the age of the Properties, there is a continuing need for capital
expenditures in order to properly maintain the Properties. At December 31, 2004,
NPAMLP was obligated for approximately $105,000 of capital commitments which
were primarily for capital repairs to the Properties. The 2005 operating budget
for the Properties provides for approximately $202,000 in capital repair
reserves.
During 2004, NPAMLP had two outstanding lines of credit with E&H
Properties, Inc., an affiliate of NPA ("E&H"), under which E&H would advance up
to $2.5 million to NPAMLP for purposes of making Capital and Tenant Improvements
(the "NPAMLP Lines"). The NPAMLP Lines include a $2,000,000 line of credit (the
17
"Hudson Line") and a $500,000 line of credit (the "Firstrust Line"). Pursuant to
the NPAMLP Lines, the obligation of E&H to make advances to NPAMLP is at all
times in the sole and absolute discretion of E&H. At December 31, 2004, there
were $1,558,000 of advances and $73,000 in accrued interest was due under the
NPAMLP Lines.
Amounts advanced pursuant to the Hudson Line and Firstrust Line bear
interest at the Prime Rate as published in the Wall Street Journal's "Money
Rates" section.
In 1999, E&H secured a line of credit with Firstrust Bank of Conshohocken,
PA ("Firstrust Bank"), which will enable E&H to fund the Firstrust Line and the
Hudson Line in order to finance Capital and Tenant Improvements (the "E&H
Firstrust Line").
At December 31, 2004, the E&H Firstrust Line permitted E&H to borrow up to
$2,500,000 which it can loan to NPAMLP and can use for E&H's general working
capital.
Pursuant to the promissory note executed with respect to the E&H Firstrust
Line (the "Firstrust Note"), the amounts advanced pursuant to the Firstrust Note
bear interest at the Prime Rate as published in the Wall Street Journal's "Money
Rates" section (the "E&H Firstrust Borrowing Rate"). The E&H Firstrust Borrowing
Rate at December 31, 2004 is 5.25%.
The Firstrust Note is secured by an assignment of certain Wrap Notes and
Second Mortgages and certain Guaranty and Suretyship Agreements executed by
EBL&S Property Management, Inc. and Edward B. Lipkin. Additionally, the
Firstrust Note contains a confession of judgment against E&H and the Guaranty
and Suretyship Agreements contain a confession of judgment against EBL&S
Property Management, Inc. and Edward B. Lipkin.
At December 31, 2004, $1,558,000 has been advanced and $73,000 in accrued
interest was due under the NPAMLP Lines and $2,203,000 has been borrowed under
the E&H Firstrust Line, respectively.
F. TENANT IMPROVEMENTS
The current retail rental market is such that proposed tenants for vacant
space and those tenants whose leases are scheduled for renewal are aware of the
pressure landlords are under to obtain and keep tenants and in certain instances
are able to negotiate lease terms at reduced rental rates. Many of these tenants
insist on substantial tenant improvement contributions from landlords. In the
event that the tenants pay for their own improvements, they may pay a
correspondingly lower rental rate than they would otherwise pay or are allowed
rental abatements during the term of their leases. For the year ending December
31, 2004, approximately $14,000 was provided to tenants in rental abatements.
II. CRITICAL ACCOUNTING POLICIES
NPAMLP uses estimates and assumptions that can have a significant effect
on the amounts that are reported in its financial statements. Management
believes the following are its most significant accounting policies as they may
require a higher degree of judgement and estimation.
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 Asset. 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 on January 1, 2002 and accordingly, the
results of operations of the properties disposed of or held for sale during the
years ended December 31, 2004, 2003 and 2002 have been classified as
Discontinued operations in the Statement of Operations and Changes in Partners'
Deficit for the three years ended December 31 2004, 2003 and 2002. The gain
reported in
18
discontinued components was $5,894,000 for the year ended December 31, 2004. For
the years ended December 31, 2003 and 2002, a net gain of $923,000 and a net
loss of $3,961,000, respectively, were reported in discontinued operations. See
"Item 6. Selected Financial Data."
As required by SFAS No. 144, rental properties are reviewed by management
for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of rental
properties is measured by comparison of the carrying amount of the properties to
future net cash flows expected to be generated by the properties or to an
appraised amount. If any property is considered to be impaired, the impairment
to be recognized is measured by the amount by which the carrying amount of the
property exceeds its fair value. Properties to be disposed are reported at the
lower of the carrying amount or the fair value less costs to sell.
During the year ended December 31, 2002, an analysis of the estimated
future undiscounted cash flows from the Hutchinson, Minnesota property indicated
that the property might be impaired. An impairment charge of $413,000 was
required under SFAS No. 144 and is included in discontinued components for the
year ended December 31, 2002. During the year ended December 31, 2001, an
analysis of the estimated future undiscounted cash flows from the Borger, Texas
property indicated that the property might be impaired. A write-down of $250,000
was required under SFAS No. 121 and is included in Write-down of rental property
for the year ended December 31, 2001. The estimated fair value of these
properties was determined by management based on projected cash flows and market
trends. In July 2003, the Hutchinson property was foreclosed by the property's
lender (see "Results of Operations - Property Dispositions During Fiscal 2003"
below).
III. RESULTS OF OPERATIONS
A. PROPERTY DISPOSITIONS DURING FISCAL 2004
NPAMLP owned 32 and 37 properties at December 31, 2004, and 2003,
respectively. As a result of Kmart's bankruptcy petition and subsequent
rejection of certain leases, the Sparks, Fort Wayne and Newberry properties were
disposed and the Lake Mary property could be disposed. Also, the Kmart lease at
the Bowling Green property was rejected during the second quarter of 2002. See
"Item 1. Business - II. NPAMLP Objectives and Policies - B. Competition for
Tenants - Anchor Tenants."
On January 1, 2004, the ground lease on the Chesapeake, Virginia property
was terminated and the property was conveyed to the ground lessor in accordance
with the terms of the 1991 ground lease agreement. As a result of the
transaction, the Finance lease obligation was reduced by $400,000, and a net
gain, including the forgiveness of wraparound mortgages, net of discounts, was
recorded for $2,536,000.
During the second quarter of 2004 NPAMLP sold the Ocala, Florida property
and a parcel of the property in Cottage Grove, Minnesota. The Ocala sale was
structured to be a tax free exchange in accordance with Section 1031 of the
Internal Revenue Code. The purchase side of this transaction was completed in
the fourth quarter of 2004 with the acquisition of the property in Grand Rapids,
Michigan. See "E. Properties Acquired During Fiscal 2004 and 2001". As a result
of this transaction a net gain of $1,229,000 was recognized. At the time of the
sale of the Ocala property, the balance of the wraparound mortgage encumbering
the property was $2,920,000. At closing the wraparound mortgage was paid down by
$2,270,000 and the remaining balance of $948,000 net of discounts, remains a
liability of NPAMLP. The Cottage Grove sale resulted in a net gain of
$1,047,000.
During the third quarter of 2004 NPAMLP sold the properties in Menominee,
Michigan, Sault Ste. Marie, Michigan and Steger, Illinois in transactions
structured to be a tax free exchange in accordance with Section 1031 of the
Internal Revenue Code. As a result of these sales, NPAMLP recorded a net gain in
disposition of properties in the amount of $3,808,000.
During the fourth quarter of 2004 NPAMLP sold the properties in
International Falls, Minnesota and Crescent City, California in transactions
structured to be a tax free exchange in accordance with Section 1031 of the
Internal Revenue Code. As a result of these sales, NPAMLP recorded a net gain in
the amount of $1,328,000. The purchase side of these transactions is scheduled
to be completed in early 2005.
During the first quarter of 2003 NPAMLP sold the Escanaba, Michigan
property and the vacant anchor tenant space at the Wheelersburg, Ohio property.
The net gain on sale of the Escanaba property, including the forgiveness of
wraparound mortgages payable, net of discounts was $495,000. The net gain on the
sale of the vacant anchor tenant space at the Wheelersburg property was
$336,000.
19
During the second quarter of 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, including the forgiveness of wraparound
mortgages payable, net of discounts was $186,000. In addition, the Hutchinson,
Minnesota property was foreclosed by the holder of the Third Party Underlying
Mortgage. As a result, NPAMLP recorded a net gain in disposition of properties,
including forgiveness of wraparound mortgages, net of discounts in the amount of
$1,197,000.
B. PROPERTY ACQUISITIONS DURING FISCAL 2004 AND 2001
During the fourth quarter of 2004 NPAMLP acquired the property in Grand
Rapids, Michigan and an 82% interest in the property in Rockville, Maryland to
complete the 2004 tax free exchange transactions relating to the sales of the
properties in Ocala, Florida, Menominee, Michigan, Sault Ste. Marie, Michigan
and Steger, Illinois.
During 2001, a property located in Lawnside, New Jersey was acquired to
complete a 2000 transaction structured to be a tax-free exchange in accordance
with Section 1031 of the Internal Revenue Code. See "Item 5. Market Price for
the Registrant's Common Equity and Related Stockholder Matters - IV. Certain
Income Tax Consequences - A. Recognition of Gain."
C. FULL FISCAL YEARS
Over the five year period ended December 31, 2004, NPAMLP disposed of 20
Properties and acquired 4 Properties. Of these properties, 8 Properties were
disposed and 4 Properties were acquired in transactions structured to be
tax-free exchanges in accordance with Section 1031 of the Internal Revenue Code.
The net number of Properties owned and disposed of by year are as follows:
2004 2003 2002 2001 2000
---- ---- ---- ---- ----
Beginning of year 37 40 49 48 48
Properties acquired 2 - - 1 1
Properties disposed 7 3 9 - 1
---- ---- ---- ---- ----
End of year 32 37 40 49 48
==== ==== ==== ==== ====
The disposition of Properties resulted in "Net (loss) gain on disposition
of properties" and "Forgiveness of wraparound mortgages payable on disposition
of properties" as reflected in the financial statements.
The following table reflects the operating results (in thousands) for
NPAMLP for the years ended December 31, 2004, 2003, 2002, 2001 and 2000,
excluding the operating results for 20 Properties that were disposed and 4
Properties that were acquired during the five year period. The table is
presented in order to facilitate an understanding of the operating results and
trends of NPAMLP.
2004 2003 2002 2001 2000
-------- -------- -------- --------- --------
INCOME:
Rental income $ 11,566 $ 11,817 $ 11,750 $ 11,917 $ 11,864
Other charges
to tenant 3,861 3,027 3,227 3,519 3,216
Interest income 109 158 199 193 204
-------- -------- -------- --------- --------
TOTAL INCOME 15,526 15,002 15,176 15,629 15,284
-------- -------- -------- --------- --------
OPERATING EXPENSES:
Interest expense 6,937 6,757 6,513 6,406 6,170
Other operating expenses 8,622 8,428 7,870 7,337 6,988
Depreciation and
amortization 4,677 4,644 4,590 4,554 4,527
-------- -------- -------- --------- --------
TOTAL OPERATING
EXPENSES 20,236 19,829 18,973 18,297 17,685
-------- -------- -------- --------- --------
OPERATING LOSS $ (4,710) $ (4,827) $ (3,797) $ (2,668) $ (2,401)
======== ======== ======== ========= ========
The fluctuations in "Rental Income" between years has been modest and did
not exceed 2% for any of the years presented. This is consistent with the
Property portfolio which has a significant portion of space rented to Anchor
Tenants under long term leases. Variances from year to year are primarily a
result of increased or decreased percentage rental income which is derived from
tenant sales. Anchor Tenant sales depend largely on the overall economy,
however, also during 2002, NPAMLP's major tenant (Kmart) filed for bankruptcy
protection.
20
The reduction in Other charges to tenants between 2001 and 2002 was
primarily a result of reduced common area maintenance reimbursements which
primarily resulted from reduced snow removal expenses during 2001.
The increase in interest expense over the five year period in consistent
with the increase in the balance of the wraparound mortgages on continuing
properties as the discount on the wraparound mortgages payable amortizes.
The increase in Other operating expenses between 2001 and 2003 was
primarily a result of increased general and administrative costs. Between 2001
and 2002, these costs included a large increase in bad debt expense which was
partially due to direct write-offs of uncollectible accounts receivable and to
an increase in the allowance for bad debt. The allowance and corresponding
expense was increased by $220,000 due to the Kmart bankruptcy and management's
recent experience with other uncollectible accounts from tenants other than
Kmart. Also, additional legal and other professional fees were incurred as a
result of the Kmart bankruptcy, which further increased NPAMLP's general and
administrative expenses between 2001 and 2002 and between 2002 and 2003. An
additional increase in Other operating expenses between 2003 and 2004 resulted
from increased repairs and maintenance expenses which included environmental
remediation incurred in connection with the preparation of new tenant space,
increased operating and promotional expenses associated with the operation of
two flea markets in previously vacant spaces.
The increases in depreciation and amortization between 2000 and 2004 are
due to capital improvements.
IV. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
Payments due by period
(in thousands)
----------------------------------------------------------
Contractual Less than More than
Obligations Total 1 year 1-3 years 3-5 years 5 years
- ----------- --------- --------- --------- --------- ---------
Wrap Mortgages Payable $ 254,047 $ 11,036 $ 22,134 $ 22,134 $ 198,743
Ground Leases 14,293 832 1,664 1,664 10,133
--------- --------- --------- --------- ---------
Total $ 268,340 $ 11,868 $ 23,798 $ 23,798 $ 208,876
========= ========= ========= ========= =========
V. INDEBTEDNESS SECURED BY THE PROPERTIES
The Properties are subject to certain indebtedness which was incurred in
connection with the acquisition of the Properties by the Partnerships. As of
December 31, 2004, the aggregate indebtedness of NPAMLP pursuant to the Wrap
Mortgages was approximately $218 million, of which approximately $61 million
constituted indebtedness under the Third Party Underlying Obligations and $18
million constituted indebtedness under the Second Mortgages. See "Item 5. Market
for the Registrant's Common Equity and Related Stockholder Matters - IV. Certain
Income Tax Considerations - A. Recognition of Gain." As of December 31, 2004,
the aggregate historical cost of the Properties securing the indebtedness of
NPAMLP mortgages was approximately $168 million. The original acquisition of the
Properties by the Partnerships was typically structured as set forth below.
Typically, NPA acquired a Property from an unaffiliated seller. NPA
thereafter sold the Property to a Pension Group. The Partnership acquired the
Property from the Pension Group. In both the original acquisition and the
purchase by the Pension Group, the purchasers (i.e., NPA and the Pension Group)
took the Properties subject to existing mortgages in favor of the sellers or
unaffiliated third parties. Consequently, as a general matter, at the time it
was acquired by the Partnership, each Property was subject to a Third Party
Underlying Obligation and a Second Mortgage.
The Partnerships typically paid the purchase price for the Properties in
part by delivering to the Pension Group a Wrap Mortgage. The Wrap Mortgage
represented a lien on the Property subordinate to the Third Party Underlying
Obligation and the Second Mortgage. Neither the Third Party Underlying
Obligation nor the Second Mortgage represented direct financial obligations of
the Partnership. Rather, the Wrap Mortgage required the Pension Group to use the
payments made thereunder to make the required payments under the Third Party
Underlying Obligation and the Second Mortgage. The Third Party Underlying
Obligation and the Second Mortgage continued, however, as liens against the
Property. The Wrap Mortgage obligated the Partnership to comply with all the
terms and conditions of the Third Party Underlying Obligation and the Second
Mortgage.
The Properties whose ownership was consolidated in NPAMLP remain subject
21
to the Third Party Underlying Obligations, Second Mortgages and Wrap Mortgages
incurred in connection with the acquisition of the Properties. However, the Wrap
Mortgages and Second Mortgages have been restructured pursuant to the
Restructuring Agreement. See " Section V. C. The Restructured Wrap Mortgages"
below.
A. THIRD PARTY UNDERLYING OBLIGATIONS
Information relating to the Third Party Underlying Obligations is included
in Schedule 3 which appears under "Item 2. Properties" above.
B. THE SECOND MORTGAGES AND NOTES
Under the terms of the Restructuring Agreement, no payments are currently
due on the Second Mortgages. The approximate outstanding principal balance of
the Second Mortgages as of December 31, 2004, was approximately $18 million. The
Restructuring Agreement provides that this indebtedness will be paid from
proceeds realized from the sale of property subject to the sharing arrangement
established in the Restructuring Agreement.
C. THE RESTRUCTURED WRAP MORTGAGES
The Wrap Mortgages represent an obligation of NPAMLP and a lien against
the Properties in favor of the Pension Groups. The lien is subordinate to the
Third Party Underlying Obligations and the Second Mortgages.
The Restructuring Agreement amended and restructured each Wrap Note to
provide that each Wrap Note would consist of the obligation to pay two principal
balances, an interest-bearing principal balance equal to the original principal
indebtedness when the Wrap Note was first executed and delivered by the
Partnership less amounts of principal, if any, paid prior to January 1, 1990,
and an non-interest bearing principal balance equal to the amount of interest
accrued and unpaid under the Wrap Note prior to January 1, 1990. The
Restructuring Agreement adjusted the interest rate on the Wrap Notes in such a
way that the interest bearing principal balance earns interest at a rate elected
by the Managing General Partner to assure that there will be adequate interest
paid over the life of the Wrap Note to comply with applicable Internal Revenue
Code requirements in order to prevent the imputation of interest. The interest
rates on the Restructured Wrap Mortgages (the "Restructured Wrap Mortgages")
range from 0% of the principal balance of some Wrap Mortgages to 10%. The Wrap
Notes mature on December 31, 2013.
Each amended Wrap Note requires a minimum annual payment from NPAMLP in an
amount equal to the 1990 Debt Service payable on the Third Party Underlying
Obligations secured by the same Properties as the Wrap Mortgages which secured
such Wrap Note prior to the Restructuring. These minimum payments are applied
first to past due interest and principal payments under the Wrap Notes, if any,
then to current interest and principal payments due on the Wrap Notes, then
against the interest-bearing principal balances of the Wrap Notes, allocated
among the Wrap Notes as the Pension Groups elect, and finally to the non-
interest-bearing principal balances, allocated among the Wrap Notes as the
Pension Groups elect. The Restructuring Agreement requires NPAMLP to make
additional payments on the Wrap Notes on April 10th of each year equal to sixty
percent (60%) of the amounts by which Cash Flow from Operations for the previous
year exceeded the sum of the minimum annual payment in such year plus the
current payments due in such year on any indebtedness incurred after January 1,
1990 for Capital Improvements to any of the Properties. The holder of the Wrap
Notes applies the minimum annual payments to pay the current payments due on the
Third Party Underlying Obligations.
The Restructuring Agreement provides that all the Wrap Notes which were
originally secured by Wrap Mortgages on the Properties which NPAMLP acquired
from partnerships audited by the Internal Revenue Service will be secured by all
of those Wrap Mortgages and will not be secured by Wrap Mortgages on the
Properties which NPAMLP acquired from the Unaudited Partnerships. All of the
Wrap Notes which were originally secured by Wrap Mortgages on the Properties
which NPAMLP acquired from Unaudited Partnerships are secured by all of those
Wrap Mortgages and are not secured by Wrap Mortgages on the Properties which
NPAMLP acquired from partnerships audited by the Internal Revenue Service. The
holder of the Wrap Mortgages agreed in the Restructuring Agreement to release
from the lien of the Wrap Mortgages any Property sold by NPAMLP, upon payment to
the holder of the Wrap Mortgages, as a pre-payment of the Wrap Notes, an amount
equal to all of the Proceeds of Sales of the Properties not permitted by the
Restructuring Agreement to be retained by NPAMLP.
The Restructuring Agreement permits NPAMLP to have the opportunity to
retain, in certain circumstances, a portion of the Excess Proceeds. In
accordance with the Restructuring Agreement the Excess Proceeds derived from the
Proceeds of Sales of the Properties are applied as noted below.
The Excess Proceeds are applied as follows: (a) 100% of the Excess
22
Proceeds are applied in payment of the Wrap Mortgages until the Threshold Amount
has been paid; (b) the next $70 million of Excess Proceeds are allocated 60% to
the payment of the Wrap Mortgage and 40% are retained by NPAMLP; (c) 100% of the
next Excess Proceeds up to an amount equal to the Investor Note Recovery or $25
million, whichever is less, are retained by NPAMLP and distributed by NPAMLP to
the Investor Note Payors; (d) the next Excess Proceeds are allocated by 60% to
the payment of the Wrap Mortgages and 40% are retained by NPAMLP up to an amount
equal to the outstanding balances for the Wrap Mortgages on January 1, 1990 less
the sum of: (i) the aggregate amount of the sums previously paid as Minimum
Payoff Amounts; (ii) the Investor Note Recovery, and (iii) $70 million; (e) 100%
of the next Excess Proceeds are applied in payment of the Wrap Mortgages in the
amount equal to (i) the amount necessary to pay in full the Wrap Mortgages on
Properties acquired from partnerships audited by the Internal Revenue Service,
in the case of Excess Proceeds generated by the sale of such a Property, and
(ii) the amount necessary to pay in full the Wrap Mortgages on Properties
acquired from Unaudited Partnerships, in the case of Excess Proceeds generated
by the sale of such a Property; and (f) 100% of any additional Excess Proceeds
are retained by NPAMLP.
The Restructuring Agreement provides for indebtedness which may be
incurred to finance Capital Improvements to the Properties after January 1,
1990, and requires that in connection with any sale of Property by NPAMLP, the
loans for Capital Improvements to such Property must either be paid in full or
assumed by the purchaser of the Property before the Wrap Mortgage on such
Property will be released.
The Restructuring Agreement permits the holders of the Wrap Mortgages to
refinance or negotiate modifications to the Third Party Underlying Obligations,
so long as the aggregate amount of all Third Party Underlying Obligations is not
increased. The fees and expenses associated with any such refinancing or
modification are required to be borne by the holders of the Wrap Mortgages.
The Restructuring Agreement spreads the lien securing each of the Second
Mortgages to all of the Properties owned by NPAMLP and all of the Second
Mortgages have been "wrapped" or included within all of the Wrap Mortgages.
D. 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 of
the Internal Revenue Code of 1986, as amended, investors in Unaudited
Partnerships will recognize non-recurring ordinary income (forgiveness of
indebtedness) on average of approximately $4,000 per Limited Partner in 2003.
The tax impact of this
23
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 $143,000,000. 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.
ITEM 7(a). QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risks to NPAMLP primarily relate to changes in interest rates. The
interest rate exposure of NPAMLP primarily relates to its Wrap Mortgage
obligations. A significant portion of the Wrap Mortgage interest expense is
based upon an imputed rate which exceeds the stated rate. As a result,
management does not believe that NPAMLP's debt structure would be significantly
impacted by a change in the market rate of interest. The Wrap Mortgages and the
imputation of its interest is further discussed in NPAMLP's combined financial
statements and the accompanying notes 2(f) and 9 thereto which are included in
Part IV, Item 15 of this Form 10-K.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The combined financial statements, including the notes thereto and the
report of the independent registered public accounting firm, are included in
Part IV, Item 15 of this Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9(a). CONTROLS AND PROCEDURES
Within the ninety-day period prior to the filing of this report on Form
10- K, an evaluation was carried out under the supervision and with the
participation of NPAMLP's management, including the principal executive officer
and the principal financial officer, of the effectiveness of the design and
operation of NPAMLP's disclosure controls and procedures. The conclusions of
such officers with respect to the effectiveness of NPAMLP's disclosure controls
and procedures are set forth hereinafter. Additionally, there were no
significant changes in NPAMLP's internal controls or in other factors that could
significantly affect these controls subsequent to the date of such officer's
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses (none of which were found to exist). (See
"Certifications" set forth as Exhibits).
ITEM 9(b). OTHER INFORMATION
None.
24
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
I. SUMMARY
EBL&S, Inc., a Delaware corporation incorporated in December, 1989, and an
affiliate of NPA, is the Managing General Partner of NPAMLP. Feldman
International, Inc., a Delaware corporation incorporated in September 1998 is
the Equity General Partner of NPAMLP. The Managing General Partner is owned 100%
by E&H Properties, Inc., a Pennsylvania corporation incorporated in July, 1979,
which is owned 100% by Edward B. Lipkin. The Equity General Partner is owned
100% by Robert McKinney.
The directors and executive officers of the General Partners are as
follows:
Edward B. Lipkin, age 59, serves as Director of the Managing General
Partner. Mr. Lipkin has also been President of NPA since it was organized in
1976. Mr. Lipkin received a Bachelor of Science degree in Finance from Temple
University. Mr. Lipkin was a Trustee of the International Council of Shopping
Centers, a leading industry organization, from 1986 to 1992.
Robert McKinney, age 49, serves as Director of the Equity General Partner.
Mr. McKinney received a Masters of Science and Masters of Business
Administration from Villanova University and Temple University, respectively.
II. CODE OF ETHICS
In view of the fiduciary obligation that the Managing General Partner has
to NPAMLP, the Managing General Partner believes an adoption of a formal code of
ethics is unnecessary and would not benefit NPAMLP, particularly, in light of
NPAMLP's limited business activities.
III. AUDIT COMMITTEE FINANCIAL EXPERT
The Managing General Partner does not have an audit committee financial
expert, as defined under Section 228.401, serving on its audit committee because
it has no audit committee and is not required to have an audit committee because
it is not a listed security as defined in Section 240.10A-3.
ITEM 11. EXECUTIVE COMPENSATION
Neither the General Partners nor the officers of the General Partners
receive compensation from NPAMLP. Certain administrative services related to tax
and accounting service and to investor note collections were performed by the
Managing General Partner on behalf of NPAMLP as provided in the Partnership
Agreement. The amount payable to the Managing General Partner for such services
aggregated $156,000, $157,000 and $160,000 for the years ended December 31,
2004, 2003 and 2002, respectively. See "Item 13. Certain Relationships and
Related Transactions - I. Compensation and Fees and II. Property Management by
Affiliate."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AMOUNT AND
NAME & ADDRESS OF NATURE OF
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP % OF CLASS
- -------------------- ----------------------- -------------------- -----------
Units of Limited Robert McKinney 1,000 Units 1.0%
Partnership Interest 230 S. Broad Street
Philadelphia, PA 19102
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
I. COMPENSATION AND FEES
The amounts and kinds of compensation and fees to be paid to the General
Partners and its affiliates during the operation of NPAMLP are summarized below.
PERSON RECEIVING ESTIMATED AMOUNT
COMPENSATION TYPE OF COMPENSATION OF COMPENSATION
ORGANIZATIONAL PHASE
Equity General Partner 1% general partners'
interest in NPAMLP.
25
OPERATIONAL PHASE
Equity General Partner General Partners' share of On an annual basis,
Cash Flow from Operations. 1% of Cash Flow from
Operations. Actual
amounts will depend
upon future
operations and are
not now
determinable.
EBL&S Property Property Management Fees. Annual fee of 5% of
Management, Inc. gross operating
revenues derived from
the Properties.
Actual amounts will
depend upon future
operations and are
not now determinable.
EBL&S Property Leasing Fees. For all obtained or
Management, Inc. renewed leases, an
amount equal to the
fees customarily
charged in the
geographic area of
leased property.
Actual amounts will
depend upon future
operations and are
not now
determinable.
Equity General Partner General Partners' share The Equity General
Of Profit and Losses. Partner will be
allocated 1% of the
profits and losses
from NPAMLP
operations.
Managing General Reimbursement of Expenses(1) Actual cost of goods
Partner and services utilized
for or by NPAMLP,
including certain
administrative
services performed by
the Managing General
Partner.
LIQUIDATION PHASE
Equity General Partner General Partners' share The Equity General
of Proceeds of Sales of Partner will be
the Properties. allocated 1% of the
Proceeds of Sale of
the Properties.
E&H Properties, Inc. Repayment of Indebtedness Actual amounts will
secured by Second Mortgages. depend on the price
of Properties and are
not now determinable.
II. PROPERTY MANAGEMENT BY AFFILIATE
As of January 1, 1990, NPAMLP entered into a management agreement with
EBL&S Property Management, Inc., a Delaware corporation ("Property Manager"),
with respect to the management of the Properties ("Management Agreement"). EBL&S
Property Management, Inc. is owned 100% by E&H Properties, Inc. which also is
the sole shareholder of NPAMLP's Managing General Partner, EBL&S, Inc. The
directors of EBL&S Property Management, Inc. are the same as those of the
Managing General Partner.
Pursuant to the Management Agreement, the Property Manager receives a
- --------------------------------------------------------------------------------
(1) All expenses of NPAMLP are billed directly to and paid by NPAMLP. The
Managing General Partner is reimbursed for the actual cost of goods and
materials used for or by NPAMLP and obtained from entities which are not
affiliates of the Managing General Partner. In addition, the Managing General
Partner is reimbursed for administrative services performed for NPAMLP, provided
that such services are necessary for the prudent operation of NPAMLP and further
provided that such reimbursement is at the lower of (i) the Managing General
Partner's actual cost or (ii) the cost of obtaining comparable administrative
services from independent parties in the same geographic location. Reimbursement
to the Managing General Partner for services for which it is entitled to
compensation by way of a separate fee is not allowed. No reimbursement is made
for rent, depreciation, utilities, or capital equipment in the building in which
NPAMLP maintains offices and other overhead costs.
26
management fee equal to five (5%) percent of all gross operating revenues
derived from the Properties payable as and when such income is received, plus a
leasing fee for all obtained or renewed leases equal to the fees customarily
charged in the geographic area of the leased property, payable as customary in
such area. An aggregate of approximately $820,000 was earned by the Property
Manager for management fees, and an aggregate of approximately $84,000 was
earned by the Property Manager for leasing fees for the fiscal year 2004.
III. CONFLICTS OF INTEREST
From time to time, there may be conflicts of interest between the Managing
General Partner and its affiliates (including the Property Manager), and the
Equity General Partner, on the one hand and NPAMLP and its Limited Partners on
the other hand. The Managing General Partner will attempt to resolve any
conflicts of interest by exercising the good faith required of fiduciaries, and
the Managing General Partner believes that it will generally be able to resolve
conflicts on an equitable basis. Depending on the relevant facts and
circumstances, however, the resolution of any particular conflict may not be in
favor of NPAMLP. A resolution which is unfavorable to NPAMLP will result only if
the Managing General Partner determines in good faith, bearing in mind its
fiduciary duties, that it is the most appropriate to deal with the overall
situation. See "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations - I. Liquidity and Capital Resources."
A. CONFLICT REGARDING SALES AND REFINANCING
The Managing General Partner is an affiliate of NPA. NPA or its affiliates
hold the Second Mortgages aggregating approximately $18 million. This lack of
independence gives rise to certain conflicts of interest with respect to the
sale or refinancing of the Properties.
The Managing General Partner oversees sales, leases, financing, operations
and management of the Properties and decides which Properties are sold and how
to apply the Proceeds of Sales of the Properties. Because NPA or its affiliates
hold the Second Mortgages on the Properties which will be repaid from the
Proceeds of Sales of the Properties and the Managing General Partner is an
affiliate of NPA, the Managing General Partner may not be solely interested in
ensuring that sales of Properties generate sufficient proceeds to enable the
Limited Partners to receive distributions with respect thereto. However,
pursuant to the Restructuring Agreement, a portion of all proceeds derived from
sale of the Properties in excess of the Threshold Amount will be applied in
payment of the Wrap Mortgages. Accordingly, the Managing General Partner (as an
affiliate of NPA) will have a financial incentive to cause NPAMLP to maximize
Proceeds of Sales of the Properties. Furthermore, the Managing General Partner
is accountable to NPAMLP and the Limited Partners as a fiduciary and,
consequently, must exercise good faith and integrity in handling the affairs of
NPAMLP and must take its Limited Partners' interests in account in making
decisions regarding sales and refinancing.
B. OTHER ACTIVITIES OF THE AFFILIATES OF THE GENERAL PARTNERS
There is no limitation on the right of the affiliates of the General
Partners to engage in any business even if the business is competitive with the
business of NPAMLP. For instance, if an affiliate of the General Partners owns
or manages a property which competes for tenants with a Property owned by
NPAMLP, the economic interest of the equity owners of the General Partners in
that affiliate may create a conflict between the General Partners or the
Property Manager on the one hand and NPAMLP on the other with respect to
allocating prospective tenants between competitive properties. The Managing
General Partner and its affiliates presently own properties that are competitive
with the Properties and affiliates of the Managing General Partner may act as
manager of such properties.
C. COMPETITION BY NPAMLP WITH AFFILIATES OF THE MANAGING GENERAL
PARTNER FOR SERVICES OF OFFICERS AND EMPLOYEES
NPAMLP depends on the Managing General Partner to operate NPAMLP. The
Managing General Partner believes it will have sufficient staff personnel and
resources to perform all of its duties with respect to managing NPAMLP. However,
because the staff personnel and resources are shared with affiliates, the
Managing General Partner and certain of its affiliates have conflicts of
interest in the allocation of management and staff time, services and functions
among NPAMLP and other entities in existence or which may be organized.
IV. SUMMARY OF RELATIONSHIPS
E&H Properties, Inc. owns 100% of the equity interest in EBL&S, Inc. (the
Managing General Partner) and EBL&S Property Management, Inc. (the Property
Manager). E&H Properties, Inc. is owned 100% by Edward B. Lipkin (Lipkin).
Feldman International, Inc. is owned 100% by Robert McKinney, an employee of the
27
Property Manager. The General Partners and the Property Manager both have
ongoing relationships with NPAMLP. E&H Properties, Inc. and the affiliates which
it controls are the holders of the Second Mortgages.
V. RELATED PARTY TRANSACTIONS
During 1996, the El Paso, Texas property was sold to a limited partnership
owned by directors and executives of the Managing General Partner. 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 $436,000. The note is interest
only, bears interest at 10% and matures on November 1, 2008.
During the first quarter of 2001, NPAMLP completed a transaction
structured as a tax-free exchange in accordance with Section 1031 of the
Internal Revenue Code by purchasing a property located in Lawnside, New Jersey
for $4,507,000 which included the assumption of related debt in the amount of
$4,507,000 from a limited partnership controlled by Lipkin.
During the first quarter of 2002, NPAMLP sold a property located in
Newberry, South Carolina for $1,080,000 which included the assumption of related
debt in the amount of $650,000 to a limited partnership in which Lipkin owned
the 1% interest of the general partner. The net gain on this transaction
including the forgiveness of wraparound mortgages, net of discounts, was
$522,000. During the third quarter of 2002, NPAMLP sold a property located in
Fairfield, Iowa for $650,000 to a limited partnership in which Lipkin owned the
1% interest of the general partner. The net gain on this transaction including
the forgiveness of wraparound mortgages, net of discounts, was $690,000.
During the fourth quarter of 2004, NPAMLP sold a property located in
Crescent City, California for $900,000, which included the assumption of related
debt in the amount of $84,000 to a limited partnership in which Lipkin owned the
1% interest of the general partner. The net gain on this transaction was
$142,000.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
I. AUDIT FEES
The aggregate fees billed for each of the last two fiscal years for
professional services rendered by Asher & Company, Ltd. for the audit of
NPAMLP's annual financial statements and review of financial statements included
in NPAMLP's Form 10-Q, or services that are normally provided by the accountant
in connection with the statutory and regulatory filings or engagements for such
two fiscal years, amounted to $119,400 ($63,400 and $56,000 for the years ended
December 31, 2004 and 2003, respectively).
II. AUDIT RELATED FEES
There are no fees billed in each of the last two fiscal years for
assurance and related services by Asher & Company that are reasonably related to
the performance of the audit or review of NPAMLP's financial statements and are
not reported above in "Item 14 - I. Audit Fees".
III. TAX FEES
The aggregate fees billed in each of the last two fiscal years for
professional services rendered by Asher & Company, Ltd. for tax compliance were
$12,000 ($6,000 for each of the years ended December 31, 2004 and 2003).
IV. ALL OTHER FEES
There were no fees billed in each of the last two fiscal years for
products or services provided by Asher & Company, Ltd. other than the services
reported in the three preceding paragraphs.
28
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
I. DOCUMENTS FILED AS PART OF THIS REPORT
A. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm... F-1
Combined Financial Statements:
Combined Balance Sheets at December 31, 2004 and 2003... F-3
Combined Statements of Operations and Changes in
Partners' Deficit for the years ended December 31,
2004, 2003 and 2002..................................... F-4
Combined Statements of Cash Flows for the years ended
December 31, 2004, 2003 and 2002........................ F-5
Notes to Combined Financial Statements.................... F-6
Attachments
1 Properties Effectively Owned by NPAMLP at
December 31, 2004.................................... F-15
2 Schedules II, III and IV to the Combined Financial
Statements........................................... F-16
B. EXHIBITS
Exhibit No. Description
- ----------- -----------------------------------
*2.1 Consolidation Agreement by and
among the National Property
Analysts Master Limited
Partnership ("NPAMLP"); EBL&S,
Inc. ("EBL&S") and Buster, Inc.
("Buster").
*2.2 Settlement Agreement by and among
plaintiffs as a class, National
Property Analysts, Inc. ("NPA")
and certain additional defendants
in James O'Brien, et al. v.
National Property Analysts, Inc.,
et al. (the "Action").
*2.3 Judgment and Order Approving the
Transaction, the Formation of the
Master Limited Partnership, and
the Allocation of Interests in the
Master Limited Partnership entered
by the Court.
*3.1 Initial Limited Partnership
Agreement of NPAMLP.
*3.2 Amended and Restated Limited
Partnership Agreement of NPAMLP.
*3.3 Certificate of Limited
Partnership of NPAMLP.
****3.4 Amendment One to the Amended and
Restated Limited Partnership
Agreement of NPAMLP.
*10.1 Restructuring and Mortgage
Modification Agreement by and
among Main Line Pension
Group, L.P. ("MLPG"), NPAMLP and
National Property Analysts, Inc.
*10.2 Leasing and Management Agreement
by and between EBL&S Property
Management, Inc. and NPAMLP.
29
*10.3 Information Statement Relating to
the formation of NPAMLP.
*10.4 Proof of Claim and Release and
Vote on Consolidation.
**10.6 Line of Credit Promissory Note.
***10.7 Agreement between NPAMLP, NPAEP and
PVPG.
***16.1 Letter from replaced accountants
(previously filed with Form 8-K
dated May 29, 2002).
31.1 Certification of Managing General
Partner pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
31.2 Certification of Equity General
Partner pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
31.3 Certification of Chief Financial
Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
32.1 Certification of Managing General
Partner pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
32.2 Certification of Equity General
Partner pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
32.3 Certification of Chief Financial
Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
* Incorporated by reference from Registrant's Report on Form 10 filed July
14, 1994 (0-24816)
** Incorporated by reference from Registrant's Report on Form 10-K filed April
1, 1996 (0-24816).
*** Incorporated by reference from Registrant's Report on Form 10-K filed March
31, 2003 (0-24816).
**** Incorporated by reference from Registrant's Report on Form 10-Q filed
November 11, 2003 (0-24816).
II. REPORTS ON FORM 8-K
None.
30
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
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)
By: EBL&S, Inc., its managing general partner
By: /s/ Edward B. Lipkin
------------------------
Edward B. Lipkin
Director
Date: March 29, 2005
By: Feldman International, Inc., its equity general partner
By: /s/ Robert McKinney
------------------------
Robert McKinney
Director
Date: March 29, 2005
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Capacity Date
- --------- -------- ----
/s/ Edward B. Lipkin Director of EBL&S, Inc.
Edward B. Lipkin Principal Executive Officer,
Principal Accounting Officer and
Principal Financial Officer March 29, 2005
/s/ Robert McKinney Director of Feldman International, Inc. March 29, 2005
Robert McKinney
31
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
General Partners
National Property Analysts Master Limited Partnership
We have audited the accompanying combined balance sheets of National
Property Analysts Master Limited Partnership (NPAMLP) (a limited partnership) as
of December 31, 2004 and 2003 and the related combined statements of operations
and changes in partners' deficit, and cash flows for each of the three years in
the period ended December 31, 2004. Our audits also included the financial
statement schedules of properties effectively owned by NPAMLP (Schedule I),
combined valuation and qualifying accounts (Schedule II), and combined real
estate and accumulated depreciation schedule (Schedule III) as of December 31,
2004, 2003 and 2002. These combined financial statements and financial statement
schedules are the responsibility of NPAMLP's management. Our responsibility is
to express an opinion on these combined financial statements and financial
statement schedules based on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
combined financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above
present fairly, in all material respects, the combined financial position of
National Property Analysts Master Limited Partnership as of December 31, 2004
and 2003 and the combined results of their operations and their cash flows for
each of the three years in the period ended December 31, 2004, in conformity
with accounting principles generally accepted in the United States of America.
Also, in our opinion, the related financial statement schedules, when considered
in relation to the basic combined financial statements taken as a whole, present
fairly, in all material respects, the information set forth therein.
/s/ ASHER & COMPANY, Ltd.
Philadelphia, Pennsylvania
March 29, 2005
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
Combined Balance Sheets
December 31, 2004 and 2003
(in thousands)
2004 2003
--------- ---------
ASSETS
Rental property at cost:
Land $ 11,167 $ 11,412
Buildings 156,440 170,326
--------- ---------
167,607 181,738
Less: accumulated depreciation 94,944 105,283
--------- ---------
Rental property, net 72,663 76,445
Cash and cash equivalents 902 773
Restricted cash 806 3,048
Investment securities available for sale, at market 1,137 660
Tenants accounts receivable, net of allowance of $30 and
$150 for 2004 and 2003, respectively 56 157
Unbilled rent receivable 140 282
Other assets (1) 1,987 1,214
--------- ---------
Total assets $ 77,691 $ 82,589
========= =========
LIABILITIES AND PARTNERS' DEFICIT
Wraparound mortgages payable (1) $ 218,359 $ 237,968
Less: unamortized discount based on imputed interest rate of 12% (1) 98,007 109,525
--------- ---------
Wraparound mortgages payable less unamortized discount (1) 120,352 128,443
Due to Pension Groups (1) 1,339 662
Other borrowings (1) 1,558 1,093
Accounts payable and other liabilities (1) 2,937 3,224
Deferred revenue 238 157
Finance lease obligation 1,750 2,150
--------- ---------
Total liabilities 128,174 135,729
Unrealized gain on investment securities 77 69
Partners' deficit (50,560) (53,209)
--------- ---------
Total partners' deficit (50,483) (53,140)
Total liabilities and partners' deficit $ 77,691 $ 82,589
========= =========
(1) See Note 3: Related Party Transactions.
See accompanying notes to combined financial statements.
F-2
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
Combined Statements of Operations and Changes in
Partners' Deficit Years ended December 31, 2004, 2003 and 2002
(in thousands, except unit data)
2004 2003 2002
-------- -------- --------
Rental income $ 12,505 $ 13,305 $ 12,950
Other charges to tenants 3,983 3,188 3,781
Interest income 108 161 200
-------- -------- --------
Total income 16,596 16,654 16,931
-------- -------- --------
Operating expenses:
Interest expense (1) 11,498 11,429 11,337
Real estate taxes 3,244 2,844 3,465
Management fees (1) 768 773 750
Common area maintenance expenses 2,416 2,294 1,905
Ground rent 613 556 488
Repairs and maintenance 239 391 150
General and administrative 1,185 1,497 1,205
Depreciation 4,869 4,820 4,943
Amortization 218 210 188
-------- -------- --------
Total operating expenses 25,050 24,814 24,433
-------- -------- --------
Operating loss (8,454) (8,160) (7,502)
-------- -------- --------
Other income (expense):
Realized gain (loss) on investment securities 50 97 (185)
Forgiveness of wraparound mortgages payable
on disposition of properties (1) 2,187 - -
-------- -------- --------
Loss from continuing operations (6,217) (8,063) 7,685
Discontinued operations:
Gain(loss) from operations of discontinued componen
on disposition of properties of $5,894, $923 an
ended December 31, 2004, 2003 and 2002; and an
for the year ended December 31, 2002 (1) 5,426 (177) (5,840)
Forgiveness of wraparound mortgages payable on
disposition of properties 3,440 1,237 10,770
-------- -------- --------
Net income (loss) 2,649 (7,003) (2,755)
Partners' deficit:
Beginning of year (53,140) (46,230) (43,453)
Net change in unrealized gain on investment securities 8 93 (22)
-------- -------- --------
End of year $(50,483) (53,140) $(46,230)
======== ======== ========
Net income (loss) per unit $ 27.10 $ (71.64) $ (28.18)
======== ======== ========
Weighted average units outstanding 97,752 97,752 97,752
======== ======== ========
(1) See Note 3: Related Party Transactions.
See accompanying notes to combined financial statements.
F-3
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
Combined Statements of Cash Flows
Years ended December 31, 2004, 2003 and 2002
(in thousands)
2004 2003 2002
-------- --------- ---------
Cash flows from operating activities:
Net loss $ 2,649 $ (7,003) $ (2,755)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation 5,249 5,639 6,272
Amortization of discount (1) 8,080 8,703 7,257
Provision for bad debts (120) (100) 220
Net gain on disposition of properties including
forgiveness of wraparound mortgage payable (9,334) (2,160) (7,222)
Net gain on forgiveness of wraparound mortgages
payable on continuing properties (2,187)
Gain on finance lease obligation - - (500)
Realized (gain) loss on investment securities (50) (97) 185
Write-down of rental property - - 413
Changes in assets and liabilities:
Decrease (increase) in tenants accounts
receivable 221 688 (572)
(Increase) decrease in unbilled rent receivable 142 (56) (14)
Decrease (increase) in other assets (773) 86 (302)
(Decrease) increase in accounts payable and
other liabilities (287) (157) 1,334
(Decrease) increase in deferred revenue 81 (343) (205)
-------- --------- ---------
Net cash provided by operating activities 3,671 5,200 4,111
-------- --------- ---------
Cash flows from investing activities:
Disposition of properties 13,229 336 4,434
Acquisition of properties (8,131) - -
Improvements to rental property (1,350) (2,160) (1,384)
(Increase) decrease in restricted cash 2,242 (664) 22
Decrease in deposit on sale of property - (301) (1,750)
Decrease in finance lease obligation 400 - -
Purchase of investment securities (823) (262) (4,909)
Sale of investment securities 404 1,245 3,347
-------- --------- ---------
Net cash used in investing activities 5,171 (1,806) (240)
-------- --------- ---------
Cash flows from financing activities:
Payments on wraparound mortgages (9,855) (5,617) (5,463)
Increase (decrease) in due to/from Pension Groups 677 86 620
Proceeds from other borrowings 465 323 -
-------- --------- ---------
Net cash used in financing activities (8,713) (5,208) (4,843)
-------- --------- ---------
(Decrease) increase in cash and cash
equivalents 129 (1,814) (972)
Cash and cash equivalents:
Beginning of year 773 2,587 3,559
-------- --------- ---------
End of year 902 $ 773 $ 2,587
======== ========= =========
Supplemental disclosure of cash flow information:
Cash paid during the year for interest $ 3,962 $ 4,580 $ 6,561
======== ========= =========
Supplemental disclosure of noncash activities:
Reduction in wraparound mortgages from forgiveness
of debt, net of related discount $ 6,124 $ 5,070 $ 21,244
======== ========= =========
(1) See Note 3: Related Party Transactions.
See accompanying notes to combined financial statements.
F-4
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
Combined Statements of Cash Flows
Years ended December 31, 2004, 2003 and 2002
(in thousands)
(1) 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. EBL&S, Inc. assigned its economic interest as general partner to
FII on September 30, 1998.
The properties included in NPAMLP consist primarily of shopping centers
and free-standing, single-tenant retail stores with national retailers as
prime tenants. The ownership and operations of these properties have been
combined in NPAMLP pursuant to a consolidation (the Consolidation) of
properties owned by certain limited partnerships (the Electing
Partnerships) previously sponsored by National Property Analysts, Inc. and
its affiliates (NPA). NPAMLP intends to hold the properties until such
time as it is deemed prudent to dispose of them. The precise timing of
disposition of the properties is at the discretion of the managing general
partner. However, in accordance with the partnership agreement, the
partnership will terminate on December 31, 2013. It is anticipated that as
a result of the sale of the properties, the limited partners will have to
report substantial taxable income without the corresponding receipt of any
cash proceeds.
The properties were originally purchased by the Electing Partnerships from
unaffiliated limited partnerships owned by various pension and profit
sharing trusts, whose interests were subsequently acquired by Main Line
Pension Group (MLPG). Properties were purchased by the Electing
Partnerships subject to existing senior mortgages in favor of the sellers
or unaffiliated third parties. In connection with the acquisition of the
properties, wraparound mortgages were delivered by the Electing
Partnerships to MLPG which were subordinate to the third- party underlying
mortgage obligations and other second mortgages. Neither these third-party
underlying obligations nor the second mortgages represented direct
financial obligations of the Electing Partnerships. The Electing
Partnerships were required to make payments on the wraparound mortgages to
MLPG, which was required to make payments on the underlying obligations.
In accordance with the Consolidation, the Electing Partnerships
transferred their interests to NPAMLP. The Electing Partnerships include
both 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 allocated
their interests in NPAMLP as if they were contributed on January 1, 1990.
The combined financial statements include the accounts of all Electing
Partnerships.
In connection with the Consolidation, NPAMLP, MLPG and certain affiliates
entered into a restructuring agreement to modify the terms of repayment of
the wraparound notes. The restructuring agreement provided that all
wraparound notes which were originally secured by wraparound mortgages on
properties owned by Electing Partnerships that were audited by the
Internal Revenue Service (the Audited Partnerships) are
cross-collateralized by all other wraparound mortgages on other Audited
Partnerships. In addition, all wraparound notes which were originally
secured by wraparound mortgages on properties owned by Electing
Partnerships that were not audited by the Internal Revenue Service (the
Unaudited Partnerships) are cross-collateralized by all other wraparound
mortgages on other Unaudited Partnerships.
Effective October 1, 1998, National Property Analysts Employee Partnership
(NPAEP) and Penn Valley Pension Group (PVPG) acquired the interest of MLPG
in certain wraparound mortgages. MLPG, NPAEP and PVPG are collectively
referred to as the Pension Groups.
The restructuring agreement provides for a sharing of cash from the
proceeds of sales of properties. The restructuring agreement generally
provides that the limited partners of NPAMLP receive 40% of the net
proceeds, if any, from the sale of properties after repayment of the
third-party underlying mortgage obligations once the net proceeds, as
defined in the restructuring agreement, from the sale of properties exceed
a threshold amount of $45,000 (the Threshold).
Through December 31, 2004, NPAMLP sold properties that generated
approximately$35,658 in net proceeds that have been applied as a reduction
of the Threshold amount. NPAMLP has not distributed any sales proceeds to
its partners since its organization.
Additionally, the limited partners of NPAMLP receive 40% of the cash flow,
if any, from operations in excess of debt service requirements and any
capital improvements or reserves considered necessary. The remaining cash
flow, if any, is applied to the wraparound mortgages in payment of accrued
interest and then principal. It is not anticipated that NPAMLP will be in
a position to distribute cash flow to its partners in the foreseeable
future.
Under the terms of the NPAMLP partnership agreement, the limited partners
are entitled to a 99% share of any income or loss and the equity general
partner is entitled to a 1% share.
NPAMLP has working capital as of December 31, 2004 and 2003, of
approximately $(126) and
F-5
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
Combined Statements of Cash Flows
Years ended December 31, 2004, 2003 and 2002
(in thousands)
$1,733,respectively, excluding amounts due to the managing general partner
of $1,705 and $1,437, respectively, and excluding amounts due to the
Pension groups of $1,339 and $662, respectively.. NPAMLP has $902 of
unrestricted cash and $942 available under line of credit agreements at
December 31, 2004, to meet its short-term obligations. Through December
31, 2004, NPAMLP has replenished its working capital reserves through the
sale of properties on which the holders of the second mortgage and the
wraparound mortgage have released their liens. In addition, as of December
31, 2004, the managing general partner has advanced approximately $1,705
to NPAMLP but may require the repayment of the advances for its own
operational needs.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) RENTAL PROPERTY
Rental properties are stated at original cost to the Electing
Partnerships. Depreciation on buildings and building improvements is
calculated on the straight-line method over their estimated useful
lives of 30 years and 15 to 39 years, respectively.
As required by Statement of Financial Accounting Standards (SFAS)
No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets, rental properties are reviewed by management for impairment
whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability
of rental properties is measured by comparison of the carrying
amount of the properties to future net cash flows expected to be
generated by the properties or to an appraised amount. If any
property is considered to be impaired, the impairment to be
recognized is measured by the amount by which the carrying amount of
the property exceeds its fair value. Properties to be disposed are
reported at the lower of the carrying amount or the fair value less
costs to sell. Prior to 2002, NPAMLP followed SFAS 121. 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.
During the year ended December 31, 2002, an analysis of the
estimated future undiscounted cash flows from the Hutchinson,
Minnesota property indicated that the property might be impaired. An
impairment charge of $413 was required under SFAS No. 144 , and is
included in "Loss from operations of discontinued components" for
the year ended December 31, 2002. In July 2003, the Hutchinson
property was foreclosed by the property's lender (see Note 5). There
were ni impairment charges for the years ended December 31, 2004 and
2003.
The estimated fair value of these properties was determined by
management based on projected cash flows and market trends.
(b) CASH AND CASH EQUIVALENTS
All highly liquid interest-bearing deposits with original maturities
of three months or less are considered to be cash equivalents. Cash
and cash equivalents at December 31, 2004 and 2003 were held in the
custody of two financial institutions. The balances, at times, may
exceed federally insured limits. NPAMLP mitigates this risk by
depositing funds with major financial institutions.
(c) RESTRICTED CASH
Restricted cash consists principally of amounts held in escrow for
capital improvements, real estate taxes and insurance expenses and
amounts due from various bank trust departments, in connection with
certain property rents that are assigned to these banks in order to
satisfy the debt service on the underlying mortgage obligations. The
banks' trust departments periodically remit excess funds to NPAMLP
as required under the respective trust agreements. Restricted cash
also includes amounts held in reserve for tenant security deposits
received.
(d) ACCOUNTS RECEIVABLE
Accounts receivable includes current accounts receivable, net of
allowances, other accruals and deferred rent receivable. NPAMLP
regularly reviews the collectability of its receivables and the
credit worthiness of its tenants and adjusts its allowance for
doubtful accounts, straight-line rent receivable balance and tenant
improvement and leasing costs amortization accordingly.
(e) INVESTMENT SECURITIES
Investment securities, consisting of common and preferred stock, are
classified as available for sale and
F-6
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
Combined Statements of Cash Flows
Years ended December 31, 2004, 2003 and 2002
(in thousands)
carried at estimated fair value. Unrealized gains and losses on the
investment securities are included as a separate component of
Partners' Deficit.
(f) DISCOUNT ON WRAPAROUND MORTGAGES
The discount on wraparound mortgages represents the difference
between the present value of mortgage payments at the stated
interest rate and the imputed rate. The discount is amortized using
the interest method over the terms of the mortgages and is recorded
as interest expense.
(g) RENTAL INCOME
Rental income is recognized on a straight-line basis over the terms
of the respective leases. Unbilled rent receivable represents the
amount by which the straight-line rentals exceed the current rent
collectible under the payment terms of the lease agreements. Tenant
pass-through charges including common area maintenance, real estate
taxes and property insurance are recognized in income when earned
and are recorded as other charges to tenants.
(h) INCOME TAXES
No provision has been made in the combined financial statements for
income taxes as any such liability is the liability of the
individual partners.
(i) FAIR VALUE OF FINANCIAL INSTRUMENTS
SFAS No. 107, Disclosures About Fair Value of Financial Instruments,
requires disclosure of the fair value of certain financial
instruments. Cash, investment securities, tenant accounts
receivable, accounts payable, and other liabilities as reflected in
the combined financial statements approximate fair value because of
the short-term maturity of these instruments.
In accordance with SFAS No. 107, NPAMLP has determined the estimated
fair value of its wraparound mortgages based on discounted future
cash flows at a current market rate. Management estimates that the
carrying value approximates the estimated fair value of the
wraparound mortgages at December 31, 2004 and 2003.
(j) DISCONTINUED OPERATIONS
In April 2002, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (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. As a
result of this adoption, gains from extinguishment of debt
previously reported as extraordinary for the period ended December
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.
(k) USE OF ESTIMATES
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during
the reporting period. Significant estimates have been made by
management with respect to the recoverability of the carrying
amounts of rental property. Actual results could differ from these
estimates.
(l) RECLASSIFICATIONS
It is policy of NPAMLP to reclassify prior year financial statements
to conform to the current year's presentation. Such
reclassifications have no effect on Net income (loss) in the
Combined Statements of Operations and Changes in Partners' Deficit.
(m) NEW PRONOUNCEMENTS
In December 2003, the FASB issued a revision to Interpretation 46
("FIN 46-R") to clarify the provisions
F-7
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
Combined Statements of Cash Flows
Years ended December 31, 2004, 2003 and 2002
(in thousands)
of FIN 46. The application of FIN 46-R is effective for public
companies, other than small business issuers, after March 15, 2004.
Management believes that the adoption of FIN 46-R did not have an
impact on the financial position and results of operations of
NPAMLP.
(3) RELATED-PARTY TRANSACTIONS
NPAMLP is owned 99% by the limited partners and 1% collectively by EBL&S,
Inc., the managing general partner and FII, the equity general partner.
EBL&S, Inc. assigned its economic interest as general partner to FII, and
FII was admitted as the equity general partner on September 30, 1998.
EBL&S, Inc. is owned by E&H Properties, Inc (E&H), a corporation owned and
controlled by Edward B. Lipkin (Lipkin), a related party.
NPAMLP entered into a leasing and property management agreement with EBL&S
Property Management, Inc. (EBL&S) in 1990, which is owned entirely by E&H.
Under the agreement, EBL&S is to receive a property management fee equal
to 5% of the gross annual rentals collected, including tenant
reimbursements for common area maintenance charges, real estate taxes and
property insurance. EBL&S is also entitled to receive leasing commissions
for obtaining or renewing leases and reimbursement for services provided
to NPAMLP for Partnership administration. The leasing commissions paid or
due to EBL&S are deferred over the life of their respective leases and are
included in Other assets on the Balance Sheet. The leasing commissions due
to EBL&S are included in Account payable and other liabilities on the
Balance Sheet.
Management fees and administrative services are paid exclusively to EBL&S
and are included in the Statement of Operations. Also, included in Other
assets is a $436 loan receivable from a partnership in which Lipkin owns a
50% general partnership interest. The loan is unsecured, interest only,
bears interest at 10% and matures on November 1, 2008. The Wraparound
mortgages payable are held by the Pension Groups. NPAEP and PVPG, which
collectively own approximately 97 percent of the outstanding balance of
the Wraparound mortgages payable, are controlled by Lipkin. Due from
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 as of December 31, 2004, are
$1,705 due EBL&S, $73 due E&H and $72 due from limited partnerships where
Lipkin has a controlling interest. As of December 31, 2003 the amounts
included in Accounts payable and other liabilities due to EBL&S, E&H and
limited partnerships where Lipkin has a controlling interest were $1,437,
$19 and $125, respectively. The amounts due to EBL&S were primarily for
property management fees, leasing commissions, administrative services and
cash advances for debt service. Amounts earned by EBL&S for the years
ended December 31 were as follows:
2004 2003 2002
------ ------- -------
Property management fees $ 820 $ 887 $ 890
Leasing commissions 84 107 263
Administrative services 156 157 160
------ ------- -------
$1,060 $ 1,151 $ 1,333
====== ======= =======
During the fourth quarter of 2004, NPAMLP sold the Property located in
Crescent City, California for $900 which included the assumption of
related debt in the amount of $84 to a limited partnership in which Lipkin
owned the 1% interest of the general partner. The 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 early 2005.
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 the 1% interest of the general partner. The net gain on this
transaction including the forgiveness of wraparound mortgages, net of
discounts, was $522. During the third quarter of 2002, NPAMLP sold a
property located in Fairfield, Iowa for $650 to a limited partnership in
which Lipkin owned the 1% interest of the general partner. The net gain on
this transaction including the forgiveness of wraparound mortgages, net of
discounts, was $742.
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, which is included in
Other assets in the accompanying financial statements. The note is
unsecured, interest only, bears interest at 10% and matures on November 1,
2008.
NPA and its principals owned 4,362 of the 100,000 units of NPAMLP as of
December 31, 1997. During 1998, NPA and its principals redeemed their
interests in NPAMLP in exchange for the transfer of the Trenton, New
Jersey property and related wraparound mortgage obligations. As a result,
NPA and its principals did not own
F-8
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
Combined Statements of Cash Flows
Years ended December 31, 2004, 2003 and 2002
(in thousands)
any of the 97,752 units of NPAMLP at December 31, 2004, 2003 and 2002,
respectively.
NPA holds purchase money mortgages on certain properties of NPAMLP. The
purchase money mortgages aggregated approximately $18,452 and $19,903 at
December 31, 2004 and 2003, respectively.
(4) TENANT LEASES
At December 31, 2004 and 2003, NPAMLP effectively owned and operated 32
and 37 properties, respectively, as listed in Schedule I, that were
comprised principally of shopping centers and free standing, single-tenant
retail stores with approximately 160 tenants, under various lease
agreements which are treated as operating leases.
In addition to minimum rental payments, the leases generally provide for
additional rents based on operating results of the tenants, reimbursement
for certain common area maintenance charges, real estate taxes and
property insurance and renewal options. The leases expire under their
original terms at various dates between 2005 and 2026.
Future minimum lease rentals to be received under noncancellable leases
are approximately:
2005 $ 10,752
2006 9,406
2007 7,976
2008 6,972
2009 5,694
Thereafter 35,884
--------
Total $ 73,684
========
Rental income includes approximately $562, 1,255 and $1,018 related to
percentage rents for the years ended December 31, 2004, 2003 and 2002,
respectively.
(5) MAJOR TENANT
NPAMLP's primary anchor tenant is Kmart Corporation and its subsidiaries
("Kmart") which in 2004, 2003 and 2002 accounted for approximately 32%,
39% and 43%, respectively, of the rental income received by NPAMLP. In
January 2002, Kmart filed for protection under Chapter 11 of the United
States Bankruptcy Code. 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. As of December 31, 2004, NPAMLP had 11 remaining
leases with Kmart aggregating approximately 1,042,000 square feet. As of
December 31, 2004 and 2003, NPAMLP was due $0 and $206, respectively, from
Kmart under its leases.
Subsequent to its bankruptcy petition, Kmart rejected the leases and
ceased payment of rent on the Bowling Green, Ohio, Fort Wayne, Indiana,
Hutchinson, Minnesota, Lake Mary, Florida and Newberry, South Carolina
properties. In October 2004 NPAMLP entered into an agreement to sell the
Bowling Green property The sale is scheduled to close in the second
quarter of 2005. The Bowling Green property had a carrying value of $1,633
and the balance of the related wraparound mortgages payable, net of
discounts, was $6,278 as of December 31, 2004. 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). Aggregate proceeds received from the sale
of the options were recorded as a Deposit on sale of property. Any gain or
loss from these transactions was to be recognized at the date upon which
title to the land and buildings was conveyed to the holder of the option.
The option provided that the title to the land and buildings was to be
conveyed to the holder of the option without any additional consideration
on December 11, 2006 for the Sparks property and November 14, 2003 for the
Fort Wayne property, or would be conveyed automatically to the holder of
the option in the event of a default of the underlying tenant leases or
mortgages. Under the option agreements, the bankruptcy filing by Kmart
constituted a default on the tenant leases. In January 2002, the Sparks
property was conveyed to the holder of its option. As a result of this
transaction, the Deposit on sale of property was reduced by $1,050 and a
net gain, including the forgiveness of wraparound mortgages, net of
discounts was recorded for $2,128. 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 a net
gain, including the forgiveness of wraparound mortgages, net of discounts
was recorded for $1,136. In July 2003, the Hutchinson property was
foreclosed by the property's lender. As a result of this transaction, a
net gain, including the forgiveness of wraparound mortgages, net of
discounts was recorded for $1,197. NPAMLP has negotiated a short term
lease with the subtenant at the Lake Mary property. If NPAMLP is unable to
negotiate a further extension of this lease and negotiate a modification
of the mortgage with the property's lender, the Lake Mary property could
be lost to foreclosure. The carrying value of this property was $6,817 and
the balance of the related
F-9
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
Combined Statements of Cash Flows
Years ended December 31, 2004, 2003 and 2002
(in thousands)
wraparound mortgages payable, net of discounts, was $3,248 as of December
31, 2004. In March 2002, the Newberry property was sold to a limited
partnership in which a related party owned a 1% general partner interest.
(6) IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS
On January 1 2002, NPAMLP adopted Financial Accounting Standards Board
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. Accordingly, the results of operations of
properties disposed of or held for sale have been classified as
Discontinued operations in the Statement of Operations and Changes in
Partners' Deficit.
In 2004 NPAMLP sold the properties in Ocala, Florida, Menominee, Michigan,
Sault Ste. Marie, Michigan, Steger, Illinois, International Falls,
Minnesota and Crescent City, California in transactions structured to be
tax free exchanges in accordance with Section 1031 of the Internal Revenue
Code. Also in 2004, the property in Chesapeake, Virginia was conveyed to
the ground lessor in accordance with the terms of the ground lease. The
net gain on these transactions including the forgiveness of wraparound
mortgages, net of discounts, was $6,507. All of these transactions were
included in Discontinued operations in the Statement of Operations and
Changes in Partners' Deficit.
In February 2003, the Escanaba, Michigan property was sold. The net gain
on this transaction including the forgiveness of wraparound mortgages, net
of discounts, was $495. In March 2003, a portion of the Wheelersburg, Ohio
property was sold. The net gain on this transaction was $336. Both of
these transactions were included in Discontinued operations in the
Statement of Operations and Changes in Partners' Deficit for the year
ended December 31, 2003.
In May 2002, the Borger, Texas property was sold. The net gain on this
transaction including the forgiveness of wraparound mortgages, 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.
Both of these transactions were included in Discontinued operations in the
Statement of Operations and Changes in Partners' Deficit for the year
ended December 31, 2002.
(7) GROUND LEASES/FINANCE LEASE OBLIGATION
NPAMLP is obligated under 12 noncancellable ground leases that expire
between 2010 and 2078, excluding renewal options (see Schedule I).
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 January 2004 the ground lease on the Chesapeake, Virginia property
terminated and the property was conveyed to the ground lessor in
accordance with the terms of the ground lease. As a result, 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.
In February, 2002, the ground lease on the Fairborn property was
terminated and the property was conveyed to
F-10
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
Combined Statements of Cash Flows
Years ended December 31, 2004, 2003 and 2002
(in thousands)
the ground lessor. The termination of this ground lease resulted from the
inability of the property to generate sufficient cash flow to make future
payments on its ground lease and underlying mortgage obligations due to
the Kmart bankruptcy petition as well as other tenant vacancies within the
property. As a result of this transaction, the Finance lease obligation
was reduced by $500 and a net gain, including the forgiveness of
wraparound mortgages, net of discounts was recorded for $1,609.
Future minimum lease payments under all noncancellable ground leases as of
December 31, 2004 are approximately.
2005 $ 832
2006 832
2007 832
2008 832
2009 832
Thereafter 10,133
-------
Total $14,293
=======
Total rental expense for ground leases for the years ended December 31,
2004, 2003, 2002, was approximately $613, $556 and $488, respectively. In
addition, $282, $306 and $220 of ground rent was recorded as interest
expense for the years ended December 31, 2004, 2003 and 2002,
respectively.
(8) OTHER BORROWINGS
During 1995, NPAMLP negotiated with E & H Properties, Inc. (E&H), a
related party, for E&H to advance up to $1,000 to NPAMLP for the purpose
of making capital and tenant improvements to the properties. Pursuant to
the resulting agreement, the obligation of E&H to make advances to NPAMLP
is at all times the sole and absolute discretion of E&H. The line bears
interest based on a variable rate (5.25% at December 31, 2004) and has no
expiration date. Any amounts advanced to NPAMLP are not directly secured
by any collateral. During 1999, NPAMLP negotiated with E&H for E&H to
advance up to an additional $250 to NPAMLP for the purpose of making
capital and tenant improvements to the properties. Pursuant to the
agreement, the obligation of E&H to make advances to NPAMLP is at all
times the sole and absolute discretion of E&H. This additional line bears
interest based on the prime rate (5.25% at December 31, 2004) and is
scheduled to expire May 2005. In 2004 the aggregate availability under the
lines of credit was increased to $2,500. As of December 31, 2004, and
2003, $1,558 and $1,092, respectively were owed by NPAMLP under these
lines of credit, excluding $73 and $19 in accrued interest at December
31,2004 and 2003. Total interest expense under the lines of credit for the
years ending December 31, 2004, 2003 and 2002,was $54, $19, and $0,
respectively.
(9) WRAPAROUND MORTGAGES
The properties combined in NPAMLP are subject to nonrecourse wraparound
mortgages. The wraparound mortgages are cross-collateralized among the
properties owned by NPAMLP. The wraparound mortgages are secured by liens
on the properties and are subordinate to the third-party underlying
mortgage obligations and the purchase money mortgages, collectively the
senior mortgage obligations. The wraparound mortgages are payable to the
Pension Groups, and the Pension Groups are liable to the holders of the
senior mortgage obligations.
NPAEP and PVPG acquired the interests of MLPG in certain wraparound
mortgages. Each wraparound mortgage is secured by liens on specific
properties and is subordinate to the senior mortgage obligations as stated
above.
In prior years MLPG had forgiven the wraparound mortgages remaining after
the disposition of properties that were owned by Audited and Unaudited
Partnerships. For the years ended December 31, 2004,2003 and 2002,
wraparound mortgage obligations of approximately $9,055, $9,161 and
$19,128, respectively, with related discounts of $3,428, $4,091 and
$10,995, respectively, were forgiven in connection with various property
dispositions. The net amounts of $5,627, $5,070 and $8,133 are included in
Other income (expense) as Forgiveness of wraparound mortgages payable on
disposition of properties for the year ended December 31, 2004, 2003 and
2002, respectively.
In 2004 NPAMLP refinanced the underlying mortgage on the Lake Mary,
Florida property and negotiated a discount from the holder of the
underlying mortgage. As a result of this transaction, a gain of
Forgiveness of wraparound mortgages payable on continuing properties was
recorded for $2,187.
The wraparound mortgages have maturity dates varying from August 2009 to
December 2013 and stated interest rates varying from 0% to 10%.
F-11
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
Combined Statements of Cash Flows
Years ended December 31, 2004, 2003 and 2002
(in thousands)
Certain wraparound mortgages are fully amortized over the life of the
mortgage loan while other wraparound mortgages require balloon payments to
satisfy the wraparound mortgage obligations. Also, the Pension Groups have
balloon payments due on the third-party underlying mortgage obligations.
For the year ended December 31, 2005, balloon payments of $985 are due on
the third party underlying mortgage obligations.
Wraparound mortgage principal payment requirements for the next five
years are approximately:
2005 $ 4,938
2006 5,054
2007 5,131
2008 5,376
2009 5,394
(10) PROPERTY SUBJECT TO SALES CONTRACTS
In prior years, NPAMLP sold options for the purchase of five rental
properties. Aggregate proceeds received from the sale of the options were
recorded as Deposit on sale of property. Any gain or loss arising from
these transactions will be recognized at the date upon which title to the
land and buildings is conveyed to the holder of the option. In 2002, two
properties were conveyed to the holders of their options for no additional
consideration, in accordance with the agreements. In June 2003, the final
property (Clackamas, Oregon) was conveyed to the holder of its option. 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 $186.
(11) INVESTMENT SECURITIES AVAILABLE FOR SALE
Investments in available for sale common stock securities were as follows
as of December 31, 2004 and 2003:
DECEMBER 31, 2004
--------------------------------------
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
--------- ---------- ---------- --------
Common stock $ 1,060 $ 77 $ - $ 1,137
--------- ---------- ---------- --------
Securities available for sale $ 1,160 $ 77 $ - $ 1,137
========= ========== ========== ========
DECEMBER 31, 2003
--------------------------------------
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
--------- ---------- ---------- --------
Common stock $ 591 $ 69 $ - $ 660
--------- ---------- ---------- --------
Securities available for sale $ 591 $ 69 $ - $ 660
========= ========== ========== ========
(12) PARTNERS' DEFICIT
Following is a summary of the combined changes in partners' deficit for
the three years ended December 31, 2004 (in thousands except unit data):
UNITS PARTNERS' DEFICIT
------------------------------- --------------------------------
GENERAL LIMITED GENERAL LIMITED
PARTNERS PARTNERS TOTAL PARTNERS PARTNERS TOTAL
-------- -------- ------- -------- -------- --------
December 31, 2001 1,000 96,752 97,752 $ (435) $(43,018) $(43,453)
Net loss - - - (27) (2,728) (2,755)
Unrealized loss on
Investment securities - - - - (22) (22)
-------- -------- ------- -------- -------- --------
F-12
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
Combined Statements of Cash Flows
Years ended December 31, 2004, 2003 and 2002
(in thousands)
December 31, 2002 1,000 96,752 97,752 (462) (45,768) (46,230)
Net loss - - - (70) (6,933) (7,033)
Unrealized loss on
Investment securities - - - - 92 93
-------- -------- ------- -------- -------- --------
December 31, 2003 1,000 96,752 97,752 (531) (52,609) (53,140)
Net income - - - 26 2,623 2,649
Unrealized gain on
Investment securities - - - 8 8
-------- -------- ------- -------- -------- --------
December 31, 2004 1,000 96,752 97,752 $ (505) $(49,978) $(50,483)
======== ======== ======= ======== ======== ========
(13) SETTLEMENT OF CONTINGENCY
In January 2002, an agreement was reached to settle a dispute involving
the interpretation of a lease. Under this agreement, the Wahpeton, North
Dakota and Washington, Iowa properties were conveyed to the lessee and the
Fairfield, Iowa and Huron, South Dakota properties were retained by
NPAMLP. The Fairfield and Huron properties were subsequently sold in
August, 2002 and February, 2002, respectively. The net gains on these
transactions including the forgiveness of wraparound mortgages, net of
discounts, were as follows: Wahpeton - $303; Washington - $282; Fairfield
- $52 (resulting from forgiveness of debt only) and $690 (resulting from
the subsequent sale); and Huron - $622.
(14) COMMITMENTS AND CONTINGENCIES
Upon NPAMLP's formation, the titles of the properties of the Electing
Partnerships were to be transferred to NPAMLP. State and local laws vary
with respect to transfer taxes and are susceptible to varying
interpretations. NPAMLP's interpretation of the laws relating to these
transfer taxes could result in significant adjustments if successfully
challenged by the respective taxing authority; however, a reasonable
estimation of the potential liability, if any, cannot be made at this
time. NPAMLP is involved in various claims and legal actions arising in
the ordinary course of property operations. In the opinion of the managing
general partner, the ultimate disposition of these matters will not have a
material adverse effect on NPAMLP's financial position, results of
operations or liquidity.
(15) 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
F-13
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
Combined Statements of Cash Flows
Years ended December 31, 2004, 2003 and 2002
(in thousands)
loans mature and (ii) NPAMLP will be able to allocate a greater portion of
its available cash flow to principal repayments. As a result of the faster
repayment of principal, the Limited Partners will recognize additional
taxable income (or smaller tax losses) in each year from 2003 until the
maturity of the NPAEP Wrap Mortgages and the PVPG Wrap Mortgages. In
addition, the anticipated date of dissolution of NPAMLP will now occur in
2013 rather than 2015. Further, because the reduced interest rate is below
the Applicable Federal Rate ("AFR") prescribed under Section 1274,
Internal Revenue Code of 1986, as amended, investors in Unaudited
Partnerships will recognize non-recurring ordinary income (forgiveness of
indebtedness) in 2003. The tax impact of this recognition will depend upon
numerous factors related to each investor's particular tax situation,
including his marginal tax rate and his suspended passive losses from
prior years. Each investor is urged to consult his own tax advisor for
further advice on this point.
Under the terms of the Restructuring Agreement, all Wrap Mortgages owned
by NPAEP or PVPG are due and payable in substantial "balloon" amounts on
December 31, 2013. Assuming no sales of Properties by NPAMLP in the
interim period (2003 through 2013) the projected balance due for all of
the Wrap Mortgages at December 31, 2013 is expected to approximate
$143,000. As described above, in return for the reduction in interest rate
and other consideration set forth above, including the satisfaction of the
Wrap Mortgages due on December 31, 2013, NPAMLP's general partner has
agreed to deliver deeds of future interest and assignments of leasehold
interest, to be recorded currently, effective December 31, 2013, to NPAEP
and PVPG. NPAMLP's general partner has determined that it is in the best
interests of NPAMLP and its partners to do so. The effect of these deeds
and assignments will be to facilitate a transfer of fee and leasehold
ownership to the holders of the Wrap Mortgages at maturity (unless the
Wrap Mortgages have been previously 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.
F-14
SCHEDULE I
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
Properties Effectively Owned by NPAMLP at December 3, 2004 (1)
PROPERTY LOCATION
- -------------------------------------------------------------------
Ardmore, OK Lake Mary, FL Rockville, MD (2)
Bowling Green, OH Lawnside, NJ San Mateo, CA*
Cahokia, IL Lockport, IL Seven Hills, OH*+
Cottage Grove, MN Marquette, MI* Taylorville, IL
Dunmore, PA* Maryville, MO* Urbana, IL
East Haven, CT New Hope, MN Waverly, OH
Federal Way, WA North Augusta, SC* Wheelersburg, OH
Grand Rapids, MI North Sarasota, FL Yazoo City, MS
Huntington, WV O'Fallon, MO
Huntsville, AL* Oak Lawn, IL*
Independence, MO Painesville, OH
Kalamazoo, MI*+ Philadelphia, PA*+
* Properties with ground leases.
+ Land sales.
(1) Effectively owned refers to the fact that legal title to the properties is
held by certain partnerships as nominee titleholder and agent for NPAMLP.
NPAMLP has all beneficial interest in and equitable title to the
properties and has the right to cause a transfer of legal title at its
request.
(2) NPAMLP owns an 82% interest in this property.
F-15
SCHEDULE II
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
Combined Valuation and Qualifying Accounts
December 31, 2004, 2003 and 2002
(in thousands)
BALANCE, ADDITIONS
BEGINNING CHARGED TO BALANCE,
OF YEAR OPERATIONS DEDUCTIONS END OF YEAR
--------- ---------- ---------- -----------
Allowance for doubtful accounts:
Year ended December 31, 2021 $ 30 427 (207) $ 250
Year ended December 31, 2003 250 (98) (2) 150
Year ended December 31, 2004 150 (120) 30
F-16
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP SCHEDULE III
(a limited partnership)
Combined Real Estate and Accumulated Depreciation Schedule
December 31, 2004, 2003 and 2002
(in thousands)
COST CAPITALIZED (WRITTEN OFF)
INITIAL COST SUBSEQUENT TO ACQUISITION
---------------------------------------------------------------
BUILDINGS AND BUILDINGS AND
PROPERTY LOCATION ENCUMBRANCES LAND IMPROVEMENTS LAND IMPROVEMENTS
- ------------------ ------------ ------- ------------- -------- ---------------
Ardmore, OK $ 10,077 750 14,990 0 774
Bowling Green, OH 6,278 496 5,270 0 84
Cahokia, IL 0 600 5,800 (578) (5,790)
Cottage Grove, MN 7,190 740 5,549 (375) 3,891
Dunmore, PA 857 0 1,350 0 0
East Haven, CT 2,733 447 4,883 (12) 3,535
Federal Way, WA 2,514 86 1,894 0 0
Grand Rapids, MI 3,768 685 2,740 0 0
Huntington, WV 2,784 336 3,649 0 618
Huntsville, AL 1,048 0 1,904 0 197
Independence, MO 2,856 394 3,550 0 609
Kalamazoo, MI 3,295 250 4,850 0 503
Lake Mary, FL 3,248 1,310 7,422 0 0
Lawnside, NJ 4,239 633 3,874 0 60
Lockport, IL 2,629 286 2,572 0 515
Marquette, MI 7,061 0 5,700 0 8,889
Maryville, MO 447 0 1,248 0 117
New Hope, MN 3,666 357 3,774 0 426
North Augusta, SC 3,150 100 2,900 0 785
North Sarasota, FL 4,481 459 5,686 0 320
O'Fallon, MO 3,411 343 3,626 0 296
Oak Lawn, IL 8,062 0 9,028 0 533
Painesville, OH 3,186 181 1,989 0 0
Philadelphia, PA 3,921 529 5,860 0 297
Rockville, MD 5,201 941 3,765 0 0
San Mateo, CA 2,184 0 6,672 0 0
Seven Hills, OH 1,934 371 3,771 0 0
Taylorville, IL 2,539 492 3,696 0 132
Urbana, IL 3,307 633 4,753 0 101
Waverly, OH 3,166 471 2,920 0 240
Wheelersburg, OH 715 194 2,081 (110) (752)
Yazoo City, MS 3,645 158 1,820 0 474
----------- ------- ----------- ------ ------
Total $ 112,592 12,242 139,586 (1,075) 16,854
=========== ======= =========== ======= ======
Cross-collateralized wraparound
mortgages on properties
previously disposed $ 7,760
-----------
$ 120,352
===========
F-17
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP SCHEDULE III, CONTINUED
(a limited partnership)
Combined Real Estate and Accumulated Depreciation Schedule
December 31, 2004, 2003 and 2002
(in thousands)
BUILDINGS AND ACCUMULATED DATE OF
PROPERTY LOCATION LAND IMPROVEMENTS TOTAL DEPRECIATION ACQUISITION LIFE METHOD
- ------------------ -------- ------------- -------- ------------ ----------- --------- -------------
Ardmore, OK $ 750 15,764 16,514 10,390 09/83 Varies Varies
Bowling Green, OH 496 5,354 5,850 4,217 02/81 Varies Varies
Cahokia, IL 22 10 32 6 10/82 Varies Varies
Cottage Grove, MN 365 9,441 9,806 3,959 11/81 Varies Varies
Dunmore, PA 0 1,350 1,350 1,331 06/75 30 years Straight Line
East Haven, CT 435 8,418 8,853 4,473 08/80 Varies Varies
Federal Way, WA 86 1,894 1,980 1,499 04/81 30 years Straight Line
Grand Rapids, MI 685 2,740 3,425 15
Huntington, WV 336 4,267 4,603 2,661 10/84 Varies Varies
Huntsville, AL 0 2,101 2,101 1,368 03/84 Varies Varies
Independence, MO 394 4,159 4,553 2,995 05/81 Varies Varies
Kalamazoo, MI 250 5,353 5,603 4,077 09/80 Varies Varies
Lake Mary, FL 1,310 7,422 8,732 1,914 12/94 Varies Varies
Lawnside, NJ 633 3,934 4,567 521 02/01 30 years Straight Line
Lockport, IL 286 3,087 3,373 2,144 07/82 Varies Varies
Marquette, MI 0 14,589 14,589 8,131 05/83 Varies Varies
Maryville, MO 0 1,365 1,365 910 11/83 Varies Varies
New Hope, MN 357 4,200 4,557 3,091 03/81 Varies Varies
North Augusta, SC 100 3,685 3,785 2,432 03/80 30 years Straight Line
North Sarasota, FL 459 6,006 6,465 4,667 11/80 Varies Varies
O'Fallon, MO 343 3,922 4,265 2,925 03/81 Varies Varies
Oak Lawn, IL 0 9,561 9,561 7,160 10/81 Varies Varies
Painesville, OH 181 1,989 2,170 331 03/00 30 years Straight Line
Philadelphia, PA 529 6,156 6,685 4,906 08/80 Varies Varies
Rockville, MD 941 3,765 4,706 11
San Mateo, CA 0 6,672 6,672 5,152 11/81 30 years Straight Line
Seven Hills, OH 371 3,771 4,142 2,797 10/82 30 years Straight Line
Taylorville, IL 492 3,828 4,320 2,812 11/82 Varies Varies
Urbana, IL 633 4,854 5,487 3,532 11/82 Varies Varies
Waverly, OH 471 3,160 3,631 2,215 10/82 Varies Varies
Wheelersburg, OH 84 1,329 1,413 920 10/83 Varies Varies
Yazoo City, MS 158 2,294 2,452 1,382 09/84 Varies Varies
-------- ------- ------- ------
Total $ 11,167 156,440 167,607 94,944
======== ======= ======= ======
F-18
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP SCHEDULE III, CONTINUED
(a limited partnership)
Combined Real Estate and Accumulated Depreciation Schedule
December 31, 2004, 2003 and 2002
(in thousands)
Properties consist primarily of shopping centers and free standing, single
tenant stores.
Depreciation of NPAMLP's investment in building and improvements reflected in
the statements of operations is calculated over the estimated useful lives of
the assets as follows:
Base building........... 30 years Building components.......... 15-39 years
The changes in total real estate assets and accumulated depreciation for the
years ended December 31, are as follows:
TOTAL REAL ESTATE ASSETS
------------------------------------------
2004 2003 2002
--------- -------- --------
Beginning Balance $ 181,738 188,739 230,692
Improvements 1,350 2,160 1,384
Acquisitions 8,131 0 0
Disposals / write-downs (23,612) (9,161) (43,337)
--------- ------- -------
$ 167,607 181,738 188,739
========= ======= =======
ACCUMULATED DEPRECIATION
------------------------------------------
2004 2003 2002
--------- --------- --------
Beginning Balance $ 105,282 105,558 123,754
Depreciation - Original 4,420 4,868 5,211
Depreciation - Improvements 829 771 1,061
Disposals (15,587) (5,915) (24,468)
--------- --------- -------
$ 94,944 $ 105,282 105,558
========= ========= =======
F-19
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP SCHEDULE IV
(a limited partnership)
Quarterly Results of Operations (Unaudited)
December 31, 2004, and 2003
(in thousands)
Quarter Ended
--------------------------------------------------------------------
March 31, 2004 June 30, 2004 September 30, 2004 December 31, 2004
-------------- ------------- ------------------ -----------------
Total income $ 4,686 $ 4,875 $ 4,042 $ 2,993
Total operating expenses 7,520 6,777 5,589 5,164
------- ------- ------- -------
Operating loss (2,834) (1,902) (1,547) (2,171)
Other income (loss) 3,465 25 - (1,253)
------- ------- ------- -------
Income (loss) from
continuing operations 631 (1,877) (1,547) (3,424)
Income (loss) from
discontinued operations (626) 2,115 3,378 3,999
------- ------- ------- -------
Net income 5 238 1,831 575
======= ======= ======= =======
Net income per unit $ 0.05 $ 2.43 $ 18.73 $ 5.89
======= ======= ======= =======
Quarter Ended
--------------------------------------------------------------------
March 31, 2003 June 30, 2003 September 30, 2003 December 31, 2003
-------------- ------------- ------------------ -----------------
Total income $ 4,846 $ 4,613 $ 4,195 $ 3,000
Total operating expenses 6,706 6,815 6,711 4,582
-------- -------- -------- --------
Operating loss (1,860) (2,202) (2,516) (1,582)
Other income (loss) 389 453 594 (1,339)
-------- -------- -------- --------
Loss from continuing operations (1,471) (1,749) (1,922) (2,921)
Income (loss) from discontinued
operations 279 (442) 354 869
-------- -------- -------- --------
Net loss (1,192) (2,191) (1,568) (2,052)
======== ======== ======== ========
Net loss per unit ($ 12.19) ($ 22.41) ($ 16.05) ($ 20.99)
======== ======== ======== ========
F-20