##### 



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 June 30, 2007
 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: 0-24816
 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)
 (215) 790-4700
 (Registrants telephone number, including area code)
 [None]
 þ o
  o o þ
 o þ
  Class
    
    Outstanding at August 13, 2007Units 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   June 30, 2007 and December 31, 2006
    
    
    1Combined Statements of Operations and Changes in Partners Deficit
- Three and six months ended June 30, 2007 and 2006
    
    
    2Combined Statements of Cash Flows
- Six months ended June 30, 2007 and 2006
    
    
    3Notes to Combined Financial Statements
    
    
    4Item 2. Managements Discussion and Analysis of Results of
Operations and Financial Condition.
    
    
    8Item 3. Quantitative and Qualitative Disclosures about Market Risk.
    
    
    9Item 4. Controls and Procedures.
    
    
    9PART II. OTHER INFORMATIONItem 1. Legal Proceedings.
    
    
    10Item 1A. Risk Factors
    
    
    10Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
    
    
    10Item 3. Defaults Upon Senior Securities.
    
    
    10Item 4. Submission of Matters to a Vote of Security Holders.
    
    
    10Item 5. Other Information.
    
    
    10Item 6. Exhibits.
    
    
    10SIGNATURESSignatures
    
    
    11




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##### 



NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)


Combined Balance Sheets
(in thousands)
 June 30,
    
    
    December 31,2007
    
    
    2006(Unaudited)AssetsRental property, at cost:Land
    
    $
    8,443
    
    
    $
    8,443Buildings
    
    
    115,655
    
    
    
    114,085Tenant-in-common property
    
    
    22,662
    
    
    
    22,662146,760
    
    
    
    145,190Less: accumulated depreciation
    
    
    72,903
    
    
    
    70,760Rental property, net
    
    
    73,857
    
    
    
    74,430Cash and cash equivalents
    
    
    2,246
    
    
    
    1,325Restricted cash
    
    
    166
    
    
    
    241Investment securities available for sale, at market
    
    
    1,175
    
    
    
    1,085Tenant accounts receivable, net of allowance of $30 as of June 30, 2007
and December 31, 2006, respectively
    
    
    287
    
    
    
    235Unbilled rent receivable
    
    
    950
    
    
    
    893Accounts receivable and other assets (1)
    
    
    949
    
    
    
    1,545Total assets
    
    $
    79,630
    
    
    $
    79,754Liabilities and Partners DeficitWraparound mortgages payable (1)
    
    $
    176,974
    
    
    $
    179,565Less: unamortized discount based on imputed interest rate of 12% (1)
    
    
    72,534
    
    
    
    77,431Wraparound mortgages payable less unamortized discount (1)
    
    
    104,440
    
    
    
    102,134Due to Pension Groups (1)
    
    
    3,214
    
    
    
    3,237Other borrowings (1)
    
    
    1,044
    
    
    
    630Accounts payable and other liabilities (1)
    
    
    3,158
    
    
    
    2,829Deferred revenue
    
    
    27
    
    
    
    74Deposit on sale of property
    
    
    350
    
    
    
    Finance lease obligation
    
    
    1,750
    
    
    
    1,750Total liabilities
    
    
    113,983
    
    
    
    110,654Partners deficit
    
    
    (34,353
    )
    
    
    (30,900
    )Total liabilities and partners deficit
    
    $
    79,630
    
    
    $
    79,754
 
 (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
    
    Six months endedJune 30,
    
    June 30,2007
    
    2006
    
    2007
    
    2006Income:Rental income
    
    $
    3,607
    
    
    $
    2,734
    
    
    $
    7,180
    
    
    $
    5,558Other charges to tenants
    
    
    939
    
    
    
    847
    
    
    
    1,960
    
    
    
    2,037Interest and dividend income
    
    
    23
    
    
    
    27
    
    
    
    48
    
    
    
    41Total income
    
    
    4,569
    
    
    
    3,608
    
    
    
    9,188
    
    
    
    7,636Operating expenses:Interest expense (1)
    
    
    3,244
    
    
    
    2,639
    
    
    
    6,349
    
    
    
    5,290Real estate taxes
    
    
    785
    
    
    
    807
    
    
    
    1,590
    
    
    
    1,706Management fees (1)
    
    
    218
    
    
    
    169
    
    
    
    385
    
    
    
    328Common area maintenance expenses
    
    
    447
    
    
    
    391
    
    
    
    995
    
    
    
    799Ground rent
    
    
    123
    
    
    
    125
    
    
    
    246
    
    
    
    248Repairs and maintenance
    
    
    69
    
    
    
    62
    
    
    
    139
    
    
    
    143General and administrative (1)
    
    
    221
    
    
    
    184
    
    
    
    398
    
    
    
    319Depreciation
    
    
    1,072
    
    
    
    914
    
    
    
    2,143
    
    
    
    1,829Amortization
    
    
    49
    
    
    
    60
    
    
    
    97
    
    
    
    141Total operating expenses
    
    
    6,228
    
    
    
    5,351
    
    
    
    12,342
    
    
    
    10,803Operating loss
    
    
    (1,659
    )
    
    
    (1,743
    )
    
    
    (3,154
    )
    
    
    (3,167
    )Discontinued operations:Loss from operations of discontinued components
    
    
    
    
    
    
    (328
    )
    
    
    
    
    
    
    (585
    )Write-down
of rental property
    
    
    (286)
    
    
    
    
    
    
    
    (286
    )
    
    
    Net loss
    
    
    (1,945
    )
    
    
    (2,071
    )
    
    
    (3,440
    )
    
    
    (3,752
    )Partners deficit:Beginning of period
    
    
    (32,369
    )
    
    
    (43,615
    )
    
    
    (30,900
    )
    
    
    (41,972
    )Net change in unrealized (loss) gain on investment securities
    
    
    (39
    )
    
    
    (11
    )
    
    
    (13
    )
    
    
    27End of period
    
    $
    (34,353
    )
    
    $
    (45,697
    )
    
    $
    (34,353
    )
    
    $
    (45,697
    )Net loss per unit
    
    $
    (19.90
    )
    
    $
    (21.19
    )
    
    $
    (35.19
    )
    
    $
    (38.38
    )Weighted average units outstanding
    
    
    97,752
    
    
    
    97,752
    
    
    
    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)
 Six months ended June 30,2007
    
    
    2006Cash flows from operating activities:Net loss
    
    $
    (3,440
    )
    
    $
    (3,752
    )Adjustments to reconcile net loss to net cash provided by operating activities:Depreciation
    
    
    2,143
    
    
    
    2,165Amortization of discount (1)
    
    
    4,897
    
    
    
    4,596Write-down
of rental property
    
    
    286
    
    
    
    Change in assets and liabilities:(Increase) decrease in tenant accounts receivable
    
    
    (52
    )
    
    
    52Increase in unbilled rent receivable
    
    
    (57
    )
    
    
    (99
    )Decrease in accounts receivable and other assets (1)
    
    
    596
    
    
    
    270Increase (decrease) in accounts payable and other liabilities (1)
    
    
    329
    
    
    
    (24
    )(Decrease) increase in deferred revenue
    
    
    (47
    )
    
    
    14Increase in deposit on sale of property
    
    
    350
    
    
    
    Net cash provided by operating activities
    
    
    5,005
    
    
    
    3,222Cash flows from investing activities:Improvements to rental property
    
    
    (1,856
    )
    
    
    (201
    )Decrease in restricted cash
    
    
    75
    
    
    
    84Purchase of investment securities
    
    
    (103
    )
    
    
    (311
    )Net cash used by investing activities
    
    
    (1,884
    )
    
    
    (428
    )Cash flows from financing activities:Payments on wraparound mortgages (1)
    
    
    (4,028
    )
    
    
    (3,173
    )Increase in wraparound mortgages
    
    
    1,437
    
    
    
    (Decrease) increase in due to/from pension groups
    
    
    (23
    )
    
    
    161Proceeds from other borrowings
    
    
    414
    
    
    
    Net cash used in financing activities
    
    
    (2,200
    )
    
    
    (3,012
    )Increase (decrease) in cash and cash equivalents
    
    
    921
    
    
    
    (218
    )Cash and cash equivalents:Beginning of period
    
    
    1,325
    
    
    
    1,489End of period
    
    $
    2,246
    
    
    $
    1,271Supplemental disclosure of cash flow information:Cash paid during the period for interest
    
    $
    1,264
    
    
    $
    1,357
 
 (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 June 30, 2007
    
    As of June 30, 2006% of
    
    
    
    
    
    
    
    % ofNo.
    
    
    
    
    
    Minimum
    
    No.
    
    
    
    
    
    MinimumTenant
    
    Locations
    
    GLA
    
    Rent
    
    Locations
    
    GLA
    
    RentSun Microsystems
    
    1
    
    
    249,832
    
    
    
    20
    %
    
    None
    
    
    
    
    
    
    0
    %Kmart
    
    7
    
    
    704,000
    
    
    
    17
    %
    
    11
    
    
    1,042,000
    
    
    
    29
    %CVS
    
    5
    
    
    49,000
    
    
    
    9
    %
    
    5
    
    
    49,000
    
    
    
    10
    %
 Note 5: Ground Leases / Finance Lease Obligation
  Note 6: 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 7: Commitments and Contingencies
  Note 8: Disposition of Property
    Note 9. New Accounting Pronouncement
 The Fair Value Option for Financial Assets and
Financial Liabilities,
 7




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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
 
 Item 2. Managements Discussion and Analysis of Results of Operations and Financial
Condition
 Liquidity and Capital Resources
      Critical Accounting Policies
  Results of Operations
     8




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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
 
  Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Item 4. Controls and Procedures
   9




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PART II  OTHER INFORMATION
 Item 1. Legal Proceedings
  Item 1A. Risk Factors
  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.
 
 10




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SIGNATURES
  National Property Analysts Master Limited Partnership
(Registrant)Date:
    
    August 13, 2007By:
    
    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:
Title:
    
    Robert McKinney
President
 
 11