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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2005.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______________ to ______________
Commission file number 0-24816
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
-----------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 23-2610414
- ----------------------------- ----------------------------------
(State of other jurisdiction (I.R.S. Employer Identification No.)
incorporated or organization)
230 South Broad Street, Mezzanine Level, Philadelphia, Pennsylvania 19102
- ------------------------------------------------------------------- --------
(Address of principal executive offices) (Zip Code)
(215)-790-4700
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Indicate the number of units of limited partnership interest outstanding as of
the latest practicable date.
Units of Limited Partnership Interest 97,752 units
- ------------------------------------- ---------------------------
(Class) (Outstanding at May 12, 2005)
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
INDEX
Page No.
-------
PART I. FINANCIAL INFORMATION
Item 1. Combined Financial Statements (Unaudited)
Combined Balance Sheets - March 31, 2005 and December 31, 2004 1
Combined Statements of Operations and Changes in Partners' Deficit
- Three months ended March 31, 2005 and 2004 2
Combined Statements of Cash Flows
-Three months ended March 31, 2005 and 2004 3
Notes to Combined Financial Statements 4
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition. 7
Item 3. Quantitative and Qualitative Disclosures about Market Risk. 8
Item 4. Controls and Procedures. 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. 9
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 9
Item 3. Defaults Upon Senior Securities. 9
Item 4. Submission of Matters to a Vote of Security Holders. 9
Item 5. Other Information. 9
Item 6. Exhibits. 9
SIGNATURES
Signatures 10
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
COMBINED BALANCE SHEETS
(IN THOUSANDS)
MARCH 31,
2005 DECEMBER 31,
(UNAUDITED) 2004
---------- ------------
ASSETS
Rental property, at cost:
Land $ 11,167 $ 11,167
Buildings 156,440 156,440
---------- ----------
167,607 167,607
Less: accumulated depreciation 96,228 94,944
---------- ----------
Rental property, net 71,379 72,663
Cash and cash equivalents 1,091 902
Restricted cash 941 806
Investment securities available for sale, at market 908 1,137
Tenant accounts receivable, net of allowance of $30 for
2005 and for 2004, respectively 224 56
Unbilled rent receivable 195 140
Other assets (1) 1,917 1,987
---------- ----------
Total assets $ 76,655 $ 77,691
========== ==========
LIABILITIES AND PARTNERS' DEFICIT
Wraparound mortgages payable (1) $ 216,659 $ 218,359
Less: unamortized discount based on imputed interest rate of 12% (1) 95,848 98,007
---------- ----------
Wraparound mortgages payable less unamortized discount (1) 120,811 120,352
Due to Pension Groups (1) 1,339 1,339
Other borrowings (1) 1,558 1,558
Accounts payable and other liabilities (1) 2,904 2,937
Deferred revenue 395 238
Finance lease obligation 1,750 1,750
---------- ----------
Total liabilities 128,757 128,174
Unrealized gain on investment securities 45 77
Partners' deficit (52,147) (50,560)
---------- ----------
Total partners' deficit (52,102) (50,483)
---------- ----------
Total liabilities and partners' deficit $ 76,655 $ 77,691
========== ==========
(1) See Note 3: Related Party Transactions.
See accompanying notes to combined financial statements.
1
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
COMBINED STATEMENTS OF OPERATIONS AND CHANGES IN PARTNERS' DEFICIT (UNAUDITED)
(IN THOUSANDS, EXCEPT PER-UNIT DATA)
THREE MONTHS ENDED
MARCH 31,
---------------------------
2005 2004
------------ ------------
Income:
Rental income $ 3,412 $ 3,084
Other charges to tenants 1,182 1,038
Interest and dividend income 24 21
----------- -----------
Total income 4,618 4,143
----------- -----------
Operating expenses:
Interest expense (1) 2,561 3,060
Real estate taxes 893 729
Management fees (1) 176 175
Common area maintenance expenses 710 711
Ground rent 176 176
Repairs and maintenance 75 94
General and administrative 266 349
Depreciation 1,284 1,217
Amortization 54 57
----------- -----------
Total operating expenses 6,195 6,568
----------- -----------
Operating loss (1,577) (2,425)
Other (loss) income:
Realized (loss) gain on investment securities (9) 25
----------- -----------
Loss from continuing operations (1,586) (2,400)
Discontinued operations:
Loss from operations of discontinued components (including loss
on disposition of properties of ($604) in 2004) -- (1,035)
Forgiveness of wraparound mortgages payable on
disposition of properties (1) -- 3,440
----------- -----------
Net (loss) income (1,586) 5
Partners' deficit:
Beginning of period (50,483) (53,140)
Net change in unrealized loss on investment securities (33) (9)
----------- -----------
End of period ($ 52,102) ($ 53,144)
=========== ===========
Net (loss) income per unit ($ 16.22) $ 0.05
=========== ===========
(1) See Note 3: Related Party Transactions.
See accompanying notes to combined financial statements.
2
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
COMBINED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
THREE MONTHS ENDED
MARCH 31,
--------------------------
2005 2004
----------- -----------
Cash flows from operating activities:
Net (loss) income ($ 1,586) $ 5
Adjustments to reconcile net (loss) income to net cash
provided by (used in) operating activities:
Depreciation 1,284 1,353
Amortization of discount (1) 2,159 1,665
Reduction in provision for bad debts -- (120)
Net gain on disposition of properties including
forgiveness of wraparound mortgages payable (1) -- (2,836)
Realized loss (gain) on investment securities 9 (25)
Change in assets and liabilities:
(Increase) decrease in tenant accounts receivable (168) 182
Increase in unbilled rent receivable (55) --
Decrease (increase) in other assets (1) 70 (319)
Decrease in accounts payable and other liabilities (1) (33) (555)
Increase in deferred revenue 157 79
---------- ----------
Net cash provided by (used in) operating activities 1,837 (571)
---------- ----------
Cash flows from investing activities:
Proceeds from disposition of properties -- 311
Improvements to rental property -- (150)
(Increase) decrease in restricted cash (135) 1,158
Purchase of investment securities (200) (12)
Sale of investment securities 387 180
---------- ----------
Net cash provided by investing activities 52 1,487
---------- ----------
Cash flows from financing activities:
Payments on wraparound mortgages (1) (1,700) (1,889)
Proceeds from other borrowings (1) -- 614
---------- ----------
Net cash used in financing activities (1,700) (1,275)
---------- ----------
Increase (decrease) in cash and cash equivalents 189 (359)
Cash and cash equivalents:
Beginning of period 902 773
---------- ----------
End of period $ 1,091 $ 414
========== ==========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 1,254 $ 1,837
Supplemental disclosure of noncash investing and financing activities:
Reduction in wraparound mortgages from forgiveness
or assumption of debt, net of related discount -- $ 3,939
Net book value of properties conveyed -- $ 1,814
========== ==========
(1) See Note 3: Related Party Transactions.
See accompanying notes to combined financial statements.
3
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
Notes to Combined Financial Statements (Unaudited)
March 31, 2005
(dollars in thousands)
Note 1: Basis of Presentation
The accompanying unaudited combined financial statements have been prepared in
conformity with accounting principles generally accepted in the United States of
America and with the instructions to Form 10-Q. Certain information and
accounting policies and footnote disclosures normally included in financial
statements prepared in conformity with accounting principles generally accepted
in the United States of America have been condensed or omitted pursuant to such
instructions, although the Company believes that the included disclosures are
adequate for a fair presentation. The information furnished reflects all
adjustments (consisting of normal recurring adjustments) which are, in the
opinion of management, necessary for a fair summary of the financial position,
results of operations and cash flows for the interim periods presented. These
combined financial statements should be read in conjunction with the combined
financial statements and notes thereto filed with Form 10-K for the year ended
December 31, 2004.
Note 2: Formation and Description of Business
National Property Analysts Master Limited Partnership (NPAMLP), a limited
partnership, was formed effective January 1, 1990. NPAMLP is owned 99% by the
limited partners and 1% collectively by EBL&S, Inc., the managing general
partner, and Feldman International, Inc. ("FII"), the equity general partner.
The properties included in NPAMLP consist primarily of regional shopping centers
or malls with national retailers as anchor tenants. The ownership and operations
of these properties have been combined in NPAMLP.
The financial statements include the accounts of partnerships that contributed
their interests to NPAMLP and certain partnerships whose partnership interests
were not contributed as of the effective date of NPAMLP's formation on January
1, 1990, but were allocated their interests in NPAMLP as if their partnership
interests had been contributed on January 1, 1990.
Note 3: Related Party Transactions
Management fees, leasing commissions and certain administrative services,
including legal fees are paid to EBL&S Property Management, Inc (EBL&S), which
is owned entirely by E&H Properties, Inc (E&H), a corporation owned and
controlled by Edward B. Lipkin (Lipkin), a related party. Management fees are
paid exclusively to EBL&S and are included in the Combined Statements of
Operations. Leasing commissions are deferred over the life of their respective
leases and are included in Other assets on the Combined Balance Sheets at March
31, 2005. Also, included in Accounts receivable and other assets is a $436 loan
receivable from a partnership in which Lipkin owns a 50% general partnership
interest at March 31, 2005. Certain administrative services, including legal
fees, are reimbursed to EBL&S and are included in General and administrative on
the Combined Statements of Operations. The Wraparound mortgages payable are held
by National Property Analysts Employee Partnership (NPAEP), Penn Valley Pension
Group (PVPG) and Main Line Pension Group. NPAEP and PVPG, which collectively own
approximately 97% of the outstanding balance of the Wraparound mortgages
payable, are controlled by Lipkin. Due to Pension Groups, unamortized discount
and interest expense are all financial statement accounts which relate directly
to the Wraparound mortgages payable. Other borrowings represent amounts due to
E&H. Included within Accounts payable and other liabilities is $1,771 due EBL&S
at March 31, 2005.
During 1996, the El Paso, Texas property was sold to a limited partnership owned
by directors and executives of EBL&S. The sales price of the property was
determined to be at fair market value by an independent appraiser. In connection
with the transaction, a promissory note was issued to NPAMLP in the approximate
amount of $436. The note is unsecured, interest only, bears interest at 10% and
matures on November 1, 2008.
4
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
Notes to Combined Financial Statements (Unaudited)
March 31, 2005
(dollars in thousands)
Note 4: Major Tenants
NPAMLP's primary anchor tenant is Kmart Corporation and its subsidiaries
("Kmart") which, for the three months ended March 31, 2005 and 2004 accounted
for approximately 28% and 33%, respectively, of the rental income earned by
NPAMLP. In January 2002, Kmart filed for protection under Chapter 11 of the
United States Bankruptcy Code however, by May 6, 2003, a Joint Plan of
Reorganization was confirmed by the Bankruptcy Court and Kmart emerged from the
Court's protection. Kmart's reorganization did not have a material adverse
impact on NPAMLP's financial position or results of operations. As of March 31,
2005, NPAMLP had 11 remaining leases with Kmart aggregating approximately
1,042,000 square feet. As of March 31, 2005 Kmart was current with respect to
its obligations for its remaining leases (see Management's Discussion and
Analysis - Liquidity and Capital Resources).
Note 5: Ground Leases / Finance Lease Obligation
During the year ended December 31, 1991, NPAMLP sold the land underlying five of
its properties including the Chesapeake, Virginia; Kalamazoo, Michigan;
Philadelphia, Pennsylvania and Seven Hills, Ohio properties and simultaneously
entered into ground leases to leaseback the land from the buyer that expire
between 2003 and 2012. The aggregate proceeds from the five land sales were
$2,650 and were recorded as Finance lease obligations. The amounts paid in
accordance with these ground leases are recorded as interest expense. Any gain
or loss from the transactions will be recognized at the date upon which title to
the buildings is conveyed to the ground lessor. During the term of these ground
leases, including renewal options, NPAMLP is responsible for maintaining the
buildings and building improvements, as well as making the respective mortgage
payments. Under the terms of the 1991 sales, at the expiration of the respective
1991 ground leases, including renewal options, title to the buildings will be
conveyed to the buyer with no additional consideration and any amounts still
outstanding under the respective wraparound mortgages will remain the liability
of NPAMLP.
On January 1, 2004, the ground lease on the Chesapeake property was terminated
and the property was conveyed to the ground lessor according to the terms of the
1991 agreement. As a result of this transaction, the Finance lease obligation
was reduced by $400 and a net gain, including the forgiveness of wraparound
mortgages, net of discounts, was recorded for $2,536.
Note 6: Subsequent Event
In October 2004, NPAMLP entered into a contract to sell the property in Bowling
Green, Ohio. In May 2005 NPAMLP closed on the sale of the Bowling Green
property. As a result, a net gain of $4,766 will be recognized in the second
quarter of 2005.
Note 7: Future Interest Agreement
In March 2003 NPAMLP, NPAEP and PVPG, entered into an Agreement, effective as of
January 1, 2003 (the "2003 Agreement"), in which NPAEP and PVPG agreed with
NPAMLP to modify the terms of Wrap Mortgages held by NPAEP and PVPG. The terms
of the 2003 Agreement provide that NPAEP and PVPG will: (a) reduce to 4.1% per
year the annual interest rate payable on any NPAEP Wrap Note or PVPG Wrap Note
that bears a stated annual interest rate in excess of that amount; (b) remove
certain of the properties secured by the NPAEP and PVPG Wrap Mortgages from the
burden of the cross-default and cross-collateralization provisions currently
contemplated by the Restructuring Agreement effective as of January 1, 1990 by
and among MLPG, NPAMLP, National Property Analysts, Inc. and others; and (c)
agree to release the lien of the Wrap Mortgages from the Properties upon a sale
of or the agreement of a leasehold estate in any Property prior to the maturity
of the applicable Wrap Note. In consideration for the above, NPAMLP will modify
the NPAEP Wrap Mortgages and the PVPG Wrap Mortgages
5
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
Notes to Combined Financial Statements (Unaudited)
March 31, 2005
(dollars in thousands)
to provide that (i) there is an event of default under the applicable NPAEP Wrap
Mortgages or PVPG Wrap Mortgages, as the case may be, if a judgment or other
lien is entered against the title or lease-holding entity thereby entitling
NPAEP or PVPG, as the case may be, to avail itself of the post-default rights or
remedies under the relevant security document; and (ii) for cross-default and
cross-collateralization among the Unaudited Partnerships and, separately, among
the Audited Partnerships. In addition NPAMLP shall execute and deliver to NPAEP
or PVPG, as the case may be, a currently recordable deed of future interest (or
assignment of future leasehold interest) sufficient to convey to NPAEP or PVPG,
as the case may be, all of NPAMLP's right, title, interest and estate in and to
its fee or leasehold interest in the encumbered properties effective upon the
maturity on December 31, 2013 of the NPAEP Wrap Mortgages and the PVPG Wrap
Mortgages unless the Wrap Mortgages have previously been paid in full.
The Managing General Partner believes that the execution and delivery of the
2003 Agreement will have the following effects for NPAMLP as a result of the
reduction in the annual interest rate on the NPAEP Wrap Notes and the PVPG Wrap
Notes (i) NPAMLP expects to realize significant reductions in interest that it
otherwise would have been obligated to pay during the period between January 1,
2003 and December 31, 2013 when these loans mature and (ii) NPAMLP will be able
to allocate a greater portion of its available cash flow to principal
repayments. As a result of the faster repayment of principal, the Limited
Partners will recognize additional taxable income (or smaller tax losses) in
each year from 2003 until the maturity of the NPAEP Wrap Mortgages and the PVPG
Wrap Mortgages. In addition, the anticipated date of dissolution of NPAMLP will
now occur in 2013 rather than 2015. Further, because the reduced interest rate
is below the Applicable Federal Rate ("AFR") prescribed under Section 1274,
Internal Revenue Code of 1986, as amended, investors in Unaudited Partnerships
will recognize non-recurring ordinary income (forgiveness of indebtedness) in
2003. The tax impact of this recognition will depend upon numerous factors
related to each investor's particular tax situation, including his marginal tax
rate and his suspended passive losses from prior years. Each investor is urged
to consult his own tax advisor for further advice on this point.
Under the terms of the Restructuring Agreement, all Wrap Mortgages owned by
NPAEP or PVPG are due and payable in substantial "balloon" amounts on December
31, 2013. Assuming no sales of Properties by NPAMLP in the interim period (2003
through 2013) the projected balance due for all of the Wrap Mortgages at
December 31, 2013 is expected to approximate $143,000. As described above, in
return for the reduction in interest rate and other consideration set forth
above, including the satisfaction of the Wrap Mortgages due on December 31,
2013, NPAMLP's general partner has agreed to deliver deeds of future interest
and assignments of leasehold interest, to be recorded currently, effective
December 31, 2013, to NPAEP and PVPG. NPAMLP's general partner has determined
that it is in the best interests of NPAMLP and its partners to do so. The effect
of these deeds and assignments will be to facilitate a transfer of fee and
leasehold ownership to the holders of the Wrap Mortgages at maturity (unless the
Wrap Mortgages have been previously 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.
6
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
(DOLLARS IN THOUSANDS)
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition
Liquidity and Capital Resources
Net cash provided by operating and investing activities for the three month
period ended March 31, 2005 was $1,837 and $23, respectively. Net cash used in
financing activities was $1,700. As a result of the above, there was a $189
increase in cash and cash equivalents for the three months ended March 31, 2005.
This was primarily the result of fewer payments of wraparound mortgage principal
and interest.
As of March 31, 2005 NPAMLP had two outstanding lines of credit (the NPAMLP
Lines) with E&H, a related party, under which E&H has agreed to advance up to
$2,500 to NPAMLP for the purposes of making capital and tenant improvements to
the properties. The NPAMLP Lines were comprised of a $2,000 and a $500 line of
credit. Pursuant to the terms of the NPAMLP Lines, the obligation of E&H to make
advances to NPAMLP is at all times in the sole and absolute discretion of E&H.
As of March 31, 2005, there were $1,518 of advances and $95 of related accrued
interest under the NPAMLP Line.
As of March 31, 2005, the third party underlying mortgages were current for all
the properties.
As of March 31, 2005, NPAMLP was obligated for approximately $593 of capital
commitments which are primarily for tenant improvements and capital repairs.
Critical Accounting Policies
There were no significant changes to NPAMLP's critical accounting policies and
estimates during the three month period ended March 31, 2005.
Results of Operations
NPAMLP owned 32 and 36 properties at March 31, 2005 and 2004, respectively.
NPAMLP's primary anchor tenant is Kmart which accounted for approximately 28%
and 33% of the rental income earned by NPAMLP for the three months ended March
31, 2005 and 2004, respectively. In January 2002, Kmart filed for protection
under Chapter 11 of the United States Bankruptcy Code, however by May 6, 2003, a
Joint Plan of Reorganization was confirmed by the Bankruptcy Court and Kmart
emerged from the Court's protection. Kmart's reorganization did not have a
material adverse impact on NPAMLP's financial position or results of operations.
As of March 31, 2005, NPAMLP had 11 remaining leases with Kmart aggregating
approximately 1,042,000 square feet.
In August 2003, the lender on the Lake Mary property commenced an action to
foreclose on its mortgage. NPAMLP is the beneficiary of a trust ("Lake Mary
Trust") which owns the Lake Mary property. In September 2003, Lake Mary Trust
filed for protection under Chapter 11 of the United States Bankruptcy Code. In
October 2003, Lake Mary Trust and its lender entered into an agreement whereby
Lake Mary Trust could satisfy the mortgage at a discount by April 2004. In
February 2004, the mortgage was refinanced and the discount was taken.
Management believes that it is the intention of Lake Mary Trust to sell or lease
the property to a major retailer. As of March 31, 2005, the carrying value of
this property was $6,770 and the balance of the related wraparound mortgages
payable, net of discounts, was $3,368.
7
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
(DOLLARS IN THOUSANDS)
In February 2004, a portion of the East Haven, Connecticut property was disposed
in a condemnation action. The net gain on this transaction was $300.
On January 1, 2004, the ground lease on the Chesapeake property was terminated
and the property was conveyed to the ground lessor according to the terms of the
1991 agreement. As a result of this transaction, the Finance lease obligation
was reduced by $400 and a net gain, including the forgiveness of wraparound
mortgages, net of discounts, was recorded for $2,536 (see Note 5).
Loss from continuing operations decreased for the three month period ended March
31, 2005 versus March 31, 2004 by $814. The decrease in net loss for the three
month period ended March 31, 2005 was primarily due to a decrease in interest
expense arising from the disposition of properties in the third and fourth
quarters of 2004 and the increase in rental income generated from the properties
acquired in 2004 from tax free exchanges.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Information concerning market risk is incorporated herein by reference to Item
7A of the Company's Form 10-K for the fiscal year ended December 31, 2004. There
has been no material change in the quantitative and qualitative disclosure about
market risk since December 31, 2004.
Item 4. Controls and Procedures
NPAMLP's managing general partner, equity general partner and its agent's chief
financial officer, after evaluating the effectiveness of NPAMLP's disclosure
controls and procedures (as defined in the Securities Exchange Act of 1934 Rules
13a-15(e) or 15d-15(e)) as of the end of the period covered by this quarterly
report, have concluded, based on the evaluation of these controls and procedures
required by paragraph (b) of the Exchange Act Rules 13a-15 or 15d-15, that
NPAMLP's disclosure controls and procedures were adequate and designed to ensure
that material information relating to NPAMLP would be made known to them by
others within NPAMLP or agents of NPAMLP.
There were no changes in NPAMLP's internal control over financial reporting
identified in connection with the evaluation required by paragraph (d) of
Exchange Act Rules 13a-15 or 15d-15 that occurred during NPAMLP's last fiscal
quarter that have materially affected, or are reasonably likely to materially
affect, NPAMLP's internal control over financial reporting.
8
PART II - OTHER INFORMATION
Item 1. 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 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
Exhibit No. Description
- ----------- -----------
31.1 Certification Pursuant To Section 302 of Sarbanes-Oxley Act of 2002.
31.2 Certification Pursuant To Section 302 of Sarbanes-Oxley Act of 2002.
31.3 Certification Pursuant To Section 302 of Sarbanes-Oxley Act of 2002.
32.1 Certification Pursuant To Section 906 of Sarbanes-Oxley Act of 2002.
32.2 Certification Pursuant To Section 906 of Sarbanes-Oxley Act of 2002.
32.3 Certification Pursuant To Section 906 of Sarbanes-Oxley Act of 2002.
9
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
National Property Analysts Master Limited
Partnership
---------------------------------------------
(Registrant)
Date: May 12, 2005
By: EBL&S, Inc., its managing general partner
By: /s/ Edward B. Lipkin
-----------------------------------------
Name: Edward B. Lipkin
Title: President
By: Feldman International, Inc., its equity
general partner
By: /s/ Robert McKinney
-----------------------------------------
Name: Robert McKinney
Title: President
10