UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2008
 OR
 o
    
    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: 000-24816
 National Property Analysts Master Limited Partnership
 
 Delaware
    
    23-2610414(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)230 South Broad Street, Mezzanine LevelPhiladelphia, Pennsylvania
    
    19102(Address of principal executive offices)
    
    (Zip Code)
  
 
  þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
  o þ
  Class
    
    Outstanding at May 15, 2008Units of Limited Partnership Interest
    
    97,752 units




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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
 INDEX
 Page No.PART I. FINANCIAL INFORMATIONItem 1. Combined Financial Statements (Unaudited)Combined
Balance Sheets   March 31, 2008 and December 31, 2007
    
    
    1Combined Statements of Operations and Changes in Partners Deficit
 Three months ended March 31, 2008 and 2007
    
    
    2Combined Statements of Cash Flows
 Three months ended March 31, 2008 and 2007
    
    
    3Notes to Combined Financial Statements
    
    
    4Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    9Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    10Item 4 T. Controls and Procedures
    
    
    10PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    11Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    11Item 3. Defaults Upon Senior Securities
    
    
    11Item 4. Submission of Matters to a Vote of Security Holders
    
    
    11Item 5. Other Information
    
    
    11Item 6. Exhibits
    
    
    11SIGNATURESSignatures
    
    
    12




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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
 Combined Balance Sheets
(in thousands)
 March 31,2008
    
    
    December 31,(Unaudited)
    
    
    2007AssetsRental property, at cost:Land
    
    $
    7,581
    
    
    $
    7,758Buildings
    
    
    106,930
    
    
    
    108,581Tenant-in-common property
    
    
    22,662
    
    
    
    22,662137,173
    
    
    
    139,001Less: accumulated depreciation
    
    
    66,967
    
    
    
    67,810Rental property, net
    
    
    70,206
    
    
    
    71,191Cash and cash equivalents
    
    
    1,440
    
    
    
    2,128Restricted cash
    
    
    157
    
    
    
    204Investment securities available for sale, at market
    
    
    3,392
    
    
    
    3,253Tenant accounts receivable, net of allowance of $30 as of March 31, 2008
and December 31, 2007, respectively
    
    
    156
    
    
    
    111Unbilled rent receivable
    
    
    1,033
    
    
    
    1,006Accounts receivable and other assets (1)
    
    
    1,221
    
    
    
    1,840Total assets
    
    $
    77,605
    
    
    $
    79,733Liabilities and Partners DeficitWraparound mortgages payable (1)
    
    $
    170,078
    
    
    $
    174,022Less: unamortized discount based on imputed interest rate of 12% (1)
    
    
    66,472
    
    
    
    69,099Wraparound mortgages payable less unamortized discount (1)
    
    
    103,606
    
    
    
    104,923Due to Pension Groups (1)
    
    
    3,257
    
    
    
    3,199Other borrowings (1)
    
    
    194
    
    
    
    194Accounts payable and other liabilities (1)
    
    
    2,953
    
    
    
    3,186Deferred revenue
    
    
    160
    
    
    
    351Finance lease obligation
    
    
    1,750
    
    
    
    1,750Total liabilities
    
    
    111,920
    
    
    
    113,603Partners deficit
    
    
    (34,315
    )
    
    
    (33,870
    )Total liabilities and partners deficit
    
    $
    77,605
    
    
    $
    79,733
 
 (1)
    
    See Note 3: Related Party Transactions.  1




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##### 



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 31,2008
    
    
    2007Income:Rental income
    
    $
    3,228
    
    
    $
    3,225Other charges to tenants
    
    
    894
    
    
    
    906Interest and dividend income
    
    
    29
    
    
    
    25Total income
    
    
    4,151
    
    
    
    4,156Operating expenses:Interest expense (1)
    
    
    2,995
    
    
    
    2,929Real estate taxes
    
    
    721
    
    
    
    764Management fees (1)
    
    
    153
    
    
    
    148Common area maintenance expenses
    
    
    493
    
    
    
    476Ground rent (1)
    
    
    202
    
    
    
    123Repairs and maintenance
    
    
    89
    
    
    
    64General and administrative (1)
    
    
    122
    
    
    
    158Depreciation
    
    
    990
    
    
    
    970Amortization
    
    
    30
    
    
    
    38Total operating expenses
    
    
    5,795
    
    
    
    5,670Operating loss
    
    
    (1,644
    )
    
    
    (1,514
    )Other income (loss):Realized loss on investment securities
    
    
    (18
    )
    
    
    Loss from continuing operations
    
    
    (1,662
    )
    
    
    (1,514
    )Discontinued operations:Income (loss) from operations of discontinued components
    
    
    (70
    )
    
    
    19Gain on disposition of properties
    
    
    1,474
    
    
    
    Net loss
    
    
    (258
    )
    
    
    (1,495
    )Partners deficit:Beginning of period
    
    
    (33,870
    )
    
    
    (30,900
    )Net change in unrealized (loss) gain on investment securities
    
    
    (187
    )
    
    
    26End of period
    
    $
    (34,315
    )
    
    $
    (32,369
    )Net loss per unit
    
    $
    (2.64
    )
    
    $
    (15.29
    )Weighted average units outstanding
    
    
    97,752
    
    
    
    97,752
 
 (1)
    
    See Note 3: Related Party Transactions.  2




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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
 Combined Statements of Cash Flows (unaudited)
(in thousands, except per-unit data)
 Three months ended March 31,2008
    
    
    2007Cash flows from operating activities:Net loss
    
    $
    (258
    )
    
    $
    (1,495
    )Adjustments to reconcile net income to net cash provided by operating activities:Depreciation
    
    
    999
    
    
    
    1,071Amortization of discount (1)
    
    
    2,627
    
    
    
    2,451Net gain on disposition of properties
    
    
    (1,474
    )
    
    
    Realized loss on investment securities
    
    
    18
    
    
    
    Change in assets and liabilitiesIncrease in tenant accounts receivable
    
    
    (45
    )
    
    
    (45
    )Increase in unbilled rent receivable
    
    
    (27
    )
    
    
    (28
    )Decrease in accounts receivable and other assets (1)
    
    
    1,005
    
    
    
    561(Decrease) increase in accounts payable and other liabilities (1)
    
    
    (233
    )
    
    
    528(Decrease) increase in deferred revenue
    
    
    (191
    )
    
    
    53Increase in deposit on sale of property
    
    
    
    
    
    
    350Net cash provided by operating activities
    
    
    2,421
    
    
    
    3,446Cash flows from investing activities:Disposition of properties
    
    
    2,012
    
    
    
    Improvements to rental property
    
    
    (937
    )
    
    
    (1,838
    )Decrease in restricted cash
    
    
    47
    
    
    
    86Purchase of investment securities
    
    
    (829
    )
    
    
    Sale of investment securities
    
    
    485
    
    
    
    Net cash provided by (used in) investing activities
    
    
    778
    
    
    
    (1,752
    )Cash flows from financing activities:Payments on wraparound mortgages (1)
    
    
    (3,945
    )
    
    
    (2,046
    )Increase in due to NPAEP
    
    
    58
    
    
    
    Net proceeds from other borrowings (1)
    
    
    
    
    
    
    414Net cash used in financing activities
    
    
    (3,887
    )
    
    
    (1,632
    )(Decrease) increase in cash and cash equivalents
    
    
    (688
    )
    
    
    62Cash and cash equivalents:Beginning of period
    
    
    2,128
    
    
    
    1,325End of period
    
    $
    1,440
    
    
    $
    1,387Supplemental disclosure of cash flow information:Cash paid during the period for interest
    
    $
    555
    
    
    $
    641Supplemental disclosure of non-cash investing and financing activities:Note receivable arising from property sale transactions
    
    $
    327
    
    
    
    
 
 (1)
    
    See Note 3: Related Party Transactions.  3




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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
 
 Note 1: Basis of Presentation
  Note 2: Formation and Description of Business
    Note 3: Related Party Transactions
   4




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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
 
    Note 4: Major Tenants
  As of March 31, 2008
    
    As of March 31, 2007Tenant
    
    No. Locations
    
    GLA
    
    % of Minimum Rent
    
    No. Locations
    
    GLA
    
    % of Minimum RentSun Microsystems
    
    
    1
    
    
    
    249,832
    
    
    
    23
    %
    
    
    1
    
    
    
    249,832
    
    
    
    20
    %Sears
    
    
    7
    
    
    
    703,300
    
    
    
    18
    %
    
    
    7
    
    
    
    703,300
    
    
    
    17
    %CVS
    
    
    5
    
    
    
    56,770
    
    
    
    14
    %
    
    
    5
    
    
    
    49,000
    
    
    
    9
    %
 Note 5: Future Interest Agreement
  5




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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
 
     6




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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
 
 Note 6: Commitments and Contingencies
  Note 7: Disposition / Acquisition of Property
   Note 8: Recent Accounting Pronouncements
 , The Fair Value Option for Financial Assets and
Financial Liabilities
 7




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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
 
 Fair Value
Measurements , Application of FASB Statement No. 157 to FASB
Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for
Purposes of Lease Classification or Measurement Under Statement 13, Effective Date of FASB Statement No 157. Accounting for Leases
 8




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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
 
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
 Liquidity and Capital Resources
     Critical Accounting Policies
  Results of Operations
     9




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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
 
  Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Item 4T. Controls and Procedures
   10




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PART II  OTHER INFORMATION
 Item 1. Legal Proceedings
  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  Item 3. Defaults Upon Senior Securities
  Item 4. Submission of Matters to a Vote of Security Holders
  Item 5. Other Information
  Item 6. Exhibits
 Exhibit No.
    
    Description31.1
    
    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.
 11




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SIGNATURES
  National Property Analysts Master Limited Partnership 
(Registrant)
Date: May 15, 2008 
By: EBL&S, Inc., its managing general partnerBy:
    /s/ Edward B. LipkinName:
    Edward B. LipkinTitle:
    PresidentBy: Feldman International, Inc., its equity general partnerBy:
    /s/ Robert McKinneyName:
    Robert McKinneyTitle:
    President 12