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 September 30, 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, MezzaninePhiladelphia, Pennsylvania
    
    19102(Address of principal executive offices)
    
    (Zip Code)
 (Registrants telephone number, including area code)
 
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller Reporting Company þ
 o þ
  Class
    
    Outstanding at November 7, 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 Condensed Financial Statements (Unaudited)Combined Condensed Balance Sheets   September 30, 2008 and December 31, 2007
    
    
    1Combined Condensed Statements of Operations and Changes in Partners
Deficit  Three and nine months ended September 30, 2008 and 2007
    
    
    2Combined Condensed Statements of Cash Flows  Nine months ended September 30, 2008 and 2007
    
    
    3Notes to Combined Condensed 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 Condensed Balance Sheets
 (in thousands)
 September 30,
    
    
    December 31,2008
    
    
    2007(Unaudited)AssetsRental property, at cost:Land
    
    $
    7,581
    
    
    $
    7,758Buildings
    
    
    106,945
    
    
    
    108,581Tenant-in-common property
    
    
    22,662
    
    
    
    22,662137,188
    
    
    
    139,001Less: accumulated depreciation
    
    
    68,988
    
    
    
    67,810Rental property, net
    
    
    68,200
    
    
    
    71,191Cash and cash equivalents
    
    
    1,048
    
    
    
    2,128Restricted cash
    
    
    95
    
    
    
    204Investment securities available for sale, at market
    
    
    3,665
    
    
    
    3,253Tenant accounts receivable, net of allowance of $30 as of
September 30, 2008 and December 31, 2007, respectively
    
    
    52
    
    
    
    111Unbilled rent receivable
    
    
    1,088
    
    
    
    1,006Accounts receivable and other assets (1)
    
    
    1,173
    
    
    
    1,840Total assets
    
    $
    75,321
    
    
    $
    79,733Liabilities and Partners DeficitWraparound mortgages payable (1)
    
    $
    166,676
    
    
    $
    174,022Less: unamortized discount based on imputed interest rate of 12% (1)
    
    
    61,424
    
    
    
    69,099Wraparound mortgages payable less unamortized discount (1)
    
    
    105,252
    
    
    
    104,923Due to NPAEP (1)
    
    
    3,255
    
    
    
    3,199Other borrowings (1)
    
    
    194
    
    
    
    194Accounts payable and other liabilities (1)
    
    
    3,196
    
    
    
    3,186Deferred revenue
    
    
    151
    
    
    
    351Finance lease obligation
    
    
    1,750
    
    
    
    1,750Total liabilities
    
    
    113,798
    
    
    
    113,603Partners deficit
    
    
    (38,477
    )
    
    
    (33,870
    )Total liabilities and partners deficit
    
    $
    75,321
    
    
    $
    79,733
 
 (1)
    
    See Note 3: Related Party Transactions.  1




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##### 



NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
 
 Combined Condensed Statements of Operations and Changes in Partners Deficit (unaudited)
(in thousands, except per-unit data)
 Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Income:Rental income
    
    $
    3,148
    
    
    $
    2,868
    
    
    $
    9,625
    
    
    $
    9,313Other charges to tenants
    
    
    596
    
    
    
    831
    
    
    
    2,434
    
    
    
    2,633Interest and dividend income
    
    
    12
    
    
    
    23
    
    
    
    77
    
    
    
    69Total income
    
    
    3,756
    
    
    
    3,722
    
    
    
    12,136
    
    
    
    12,015Operating expenses:Interest expense (1)
    
    
    3,075
    
    
    
    2,486
    
    
    
    9,010
    
    
    
    8,430Real estate taxes
    
    
    729
    
    
    
    732
    
    
    
    2,176
    
    
    
    2,180Management fees (1)
    
    
    89
    
    
    
    88
    
    
    
    422
    
    
    
    430Common area maintenance expenses
    
    
    325
    
    
    
    266
    
    
    
    1,210
    
    
    
    1,138Ground rent (1)
    
    
    192
    
    
    
    151
    
    
    
    575
    
    
    
    397Repairs and maintenance
    
    
    83
    
    
    
    91
    
    
    
    293
    
    
    
    218General and administrative (1)
    
    
    146
    
    
    
    114
    
    
    
    444
    
    
    
    488Depreciation
    
    
    1,014
    
    
    
    962
    
    
    
    3,017
    
    
    
    2,921Amortization
    
    
    19
    
    
    
    32
    
    
    
    83
    
    
    
    109Total operating expenses
    
    
    5,672
    
    
    
    4,922
    
    
    
    17,231
    
    
    
    16,311Operating loss
    
    
    (1,916
    )
    
    
    (1,200
    )
    
    
    (5,095
    )
    
    
    (4,296
    )Other income (loss):Realized (loss) gain on investment securities
    
    
    (76
    )
    
    
    146
    
    
    
    (102
    )
    
    
    146Loss from continuing operations
    
    
    (1,992
    )
    
    
    (1,054
    )
    
    
    (5,197
    )
    
    
    (4,150
    )Discontinued operations:Loss from operations of discontinued components
    
    
    (128
    )
    
    
    (14
    )
    
    
    (334
    )
    
    
    (72
    )Write-down of rental property
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (286
    )Gain on disposition of properties
    
    
    
    
    
    
    2,174
    
    
    
    1,474
    
    
    
    2,174Net income (loss)
    
    
    (2,120
    )
    
    
    1,106
    
    
    
    (4,057
    )
    
    
    (2,334
    )Partners deficit:Beginning of period
    
    
    (36,005
    )
    
    
    (34,353
    )
    
    
    (33,870
    )
    
    
    (30,900
    )Net change in unrealized loss on investment securities
    
    
    (352
    )
    
    
    (166
    )
    
    
    (550
    )
    
    
    (179
    )End of period
    
    $
    (38,477
    )
    
    $
    (33,413
    )
    
    $
    (38,477
    )
    
    $
    (33,413
    )Net income (loss) per unit
    
    $
    (21.69
    )
    
    $
    11.31
    
    
    $
    (41.51
    )
    
    $
    (23.88
    )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 Condensed Statements of Cash Flows (unaudited)
(in thousands, except per-unit data)
 Nine months ended September 30,2008
    
    
    2007Cash flows from operating activities:Net loss
    
    $
    (4,057
    )
    
    $
    (2,334
    )Adjustments to reconcile net loss to net cash provided by operating activities:Depreciation and amortization
    
    
    3,112
    
    
    
    3,294Amortization of discount (1)
    
    
    7,675
    
    
    
    7,038Net gain on disposition of properties
    
    
    (1,474
    )
    
    
    (2,174
    )Realized loss (gain) on investment securities
    
    
    102
    
    
    
    (146
    )Write-down of rental property
    
    
    
    
    
    
    286Change in assets and liabilitiesDecrease in tenant accounts receivable
    
    
    59
    
    
    
    129Increase in unbilled rent receivable
    
    
    (82
    )
    
    
    (85
    )Decrease (increase) in accounts receivable and other assets (1)
    
    
    881
    
    
    
    (568
    )Increase in accounts payable and other liabilities (1)
    
    
    10
    
    
    
    375(Decrease) increase in deferred revenue
    
    
    (200
    )
    
    
    15Net cash provided by operating activities
    
    
    6,026
    
    
    
    5,830Cash flows from investing activities:Disposition of properties
    
    
    2,099
    
    
    
    7,112Acquisition of properties
    
    
    
    
    
    
    (329
    )Improvements to rental property
    
    
    (951
    )
    
    
    (2,010
    )Decrease in restricted cash
    
    
    109
    
    
    
    46Purchase of investment securities
    
    
    (2,596
    )
    
    
    (1,885
    )Sale of investment securities
    
    
    1,523
    
    
    
    1,565Net cash provided by investing activities
    
    
    184
    
    
    
    4,499Cash flows from financing activities:Payments on wraparound mortgages (1)
    
    
    (7,753
    )
    
    
    (9,012
    )Increase in wraparound mortgages (1)
    
    
    407
    
    
    
    1,437Increase (decrease) in due to NPAEP (1)
    
    
    56
    
    
    
    (24
    )Net proceeds from other borrowings (1)
    
    
    
    
    
    
    (436
    )Net cash used in financing activities
    
    
    (7,290
    )
    
    
    (8,035
    )(Decrease) increase in cash and cash equivalents
    
    
    (1,080
    )
    
    
    2,294Cash and cash equivalents:Beginning of period
    
    
    2,128
    
    
    
    1,325End of period
    
    $
    1,048
    
    
    $
    3,619Supplemental disclosure of cash flow information:Cash paid during the period for interest
    
    $
    1,544
    
    
    $
    1,904Supplemental disclosure of non-cash investing and financing activities:Note receivable arising from property sale transactions
    
    $
    300
    
    
    
    Increase in wraparound mortgage payable from assumption of debt
from acquiring properties
    
    
    
    
    
    $
    3,890
 
 (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 September 30, 2008
    
    
    As of September 30, 2007% of
    
    
    
    
    
    
    
    
    
    
    % ofNo.
    
    
    
    
    
    
    Minimum
    
    
    No.
    
    
    
    
    
    
    MinimumTenant
    
    Locations
    
    
    GLA
    
    
    Rent
    
    
    Locations
    
    
    GLA
    
    
    RentSun Microsystems
    
    
    1
    
    
    
    249,832
    
    
    
    23
    %
    
    
    1
    
    
    
    249,832
    
    
    
    19
    %Sears
    
    
    7
    
    
    
    703,300
    
    
    
    19
    %
    
    
    7
    
    
    
    703,300
    
    
    
    18
    %CVS
    
    
    5
    
    
    
    56,770
    
    
    
    14
    %
    
    
    5
    
    
    
    56,770
    
    
    
    10
    %
 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 , Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not
Active
 The Hierarchy of Generally Accepted Accounting
Principles The Meaning of
 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 4 T. 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:
    
    November 7, 2008By:
    
    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