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, 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 Level 
Philadelphia, Pennsylvania
    
    19102(Address of principal executive offices)
    
    (Zip 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 August 13, 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   June 30, 2008 and December 31, 2007
    
    
    1Combined Condensed Statements of Operations and Changes in Partners Deficit
 Three and six months ended June 30, 2008 and 2007
    
    
    2Combined Condensed Statements of Cash Flows
 Six months ended June 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)
 June 30,2008
    
    
    December 31,(Unaudited)
    
    
    2007AssetsRental property, at cost:Land
    
    $
    7,581
    
    
    $
    7,758Buildings
    
    
    106,945
    
    
    
    108,581Tenant-in-common property
    
    
    22,662
    
    
    
    22,662137,188
    
    
    
    139,001Less: accumulated depreciation
    
    
    67,975
    
    
    
    67,810Rental property, net
    
    
    69,213
    
    
    
    71,191Cash and cash equivalents
    
    
    2,109
    
    
    
    2,128Restricted cash
    
    
    52
    
    
    
    204Investment securities available for sale, at market
    
    
    3,331
    
    
    
    3,253Tenant accounts receivable, net of allowance of $30 as of June 30, 2008
and December 31, 2007, respectively
    
    
    86
    
    
    
    111Unbilled rent receivable
    
    
    1,061
    
    
    
    1,006Accounts receivable and other assets (1)
    
    
    1,187
    
    
    
    1,840Total assets
    
    $
    77,039
    
    
    $
    79,733Liabilities and Partners DeficitWraparound mortgages payable (1)
    
    $
    168,597
    
    
    $
    174,022Less: unamortized discount based on imputed interest rate of 12% (1)
    
    
    64,059
    
    
    
    69,099Wraparound mortgages payable less unamortized discount (1)
    
    
    104,538
    
    
    
    104,923Due to NPAEP (1)
    
    
    3,255
    
    
    
    3,199Other borrowings (1)
    
    
    194
    
    
    
    194Accounts payable and other liabilities (1)
    
    
    3,096
    
    
    
    3,186Deferred revenue
    
    
    211
    
    
    
    351Finance lease obligation
    
    
    1,750
    
    
    
    1,750Total liabilities
    
    
    113,044
    
    
    
    113,603Partners deficit
    
    
    (36,005
    )
    
    
    (33,870
    )Total liabilities and partners deficit
    
    $
    77,039
    
    
    $
    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 June 30,
    
    
    Six months ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Income:Rental income
    
    $
    3,248
    
    
    $
    3,188
    
    
    $
    6,477
    
    
    $
    6,413Other charges to tenants
    
    
    944
    
    
    
    856
    
    
    
    1,838
    
    
    
    1,762Interest and dividend income
    
    
    36
    
    
    
    23
    
    
    
    65
    
    
    
    48Total income
    
    
    4,228
    
    
    
    4,067
    
    
    
    8,380
    
    
    
    8,223Operating expenses:Interest expense (1)
    
    
    2,940
    
    
    
    3,065
    
    
    
    5,935
    
    
    
    5,994Real estate taxes
    
    
    726
    
    
    
    714
    
    
    
    1,447
    
    
    
    1,478Management fees (1)
    
    
    180
    
    
    
    195
    
    
    
    333
    
    
    
    343Common area maintenance expenses
    
    
    392
    
    
    
    365
    
    
    
    885
    
    
    
    841Ground rent (1)
    
    
    181
    
    
    
    123
    
    
    
    383
    
    
    
    246Repairs and maintenance
    
    
    121
    
    
    
    63
    
    
    
    210
    
    
    
    127General and administrative (1)
    
    
    177
    
    
    
    179
    
    
    
    299
    
    
    
    337Depreciation
    
    
    1,013
    
    
    
    972
    
    
    
    2,003
    
    
    
    1,942Amortization
    
    
    37
    
    
    
    39
    
    
    
    64
    
    
    
    77Total operating expenses
    
    
    5,767
    
    
    
    5,715
    
    
    
    11,559
    
    
    
    11,385Operating loss
    
    
    (1,539
    )
    
    
    (1,648
    )
    
    
    (3,179
    )
    
    
    (3,162
    )Other income (loss):Realized loss on investment securities
    
    
    (8
    )
    
    
    
    
    
    
    (26
    )
    
    
    Loss from continuing operations
    
    
    (1,547
    )
    
    
    (1,648
    )
    
    
    (3,205
    )
    
    
    (3,162
    )Discontinued operations:Income (loss) from operations of discontinued components
    
    
    (135
    )
    
    
    (11
    )
    
    
    (206
    )
    
    
    8Write-down of rental property
    
    
    
    
    
    
    (286
    )
    
    
    
    
    
    
    (286
    )Gain on disposition of properties
    
    
    
    
    
    
    
    
    
    
    1,474
    
    
    
    Net loss
    
    
    (1,682
    )
    
    
    (1,945
    )
    
    
    (1,937
    )
    
    
    (3,440
    )Partners deficit:Beginning of period
    
    
    (34,312
    )
    
    
    (32,369
    )
    
    
    (33,870
    )
    
    
    (30,900
    )Net change in unrealized loss on investment securities
    
    
    (11
    )
    
    
    (39
    )
    
    
    (198
    )
    
    
    (13
    )End of period
    
    $
    (36,005
    )
    
    $
    (34,353
    )
    
    $
    (36,005
    )
    
    $
    (34,353
    )Net loss per unit
    
    $
    (17.20
    )
    
    $
    (19.90
    )
    
    $
    (19.82
    )
    
    $
    (35.19
    )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)
 Six months ended June 30,2008
    
    
    2007Cash flows from operating activities:Net loss
    
    $
    (1,937
    )
    
    $
    (3,440
    )Adjustments to reconcile net loss to net cash provided by operating activities:Depreciation
    
    
    2,012
    
    
    
    2,143Amortization of discount (1)
    
    
    5,040
    
    
    
    4,897Net gain on disposition of properties
    
    
    (1,474
    )
    
    
    Realized loss on investment securities
    
    
    26
    
    
    
    Write-down of rental property
    
    
    
    
    
    
    286Change in assets and liabilitiesDecrease (increase) in tenant accounts receivable
    
    
    25
    
    
    
    (52
    )Increase in unbilled rent receivable
    
    
    (55
    )
    
    
    (57
    )Decrease in accounts receivable and other assets (1)
    
    
    953
    
    
    
    596(Decrease) increase in accounts payable and other liabilities (1)
    
    
    (90
    )
    
    
    329Decrease in deferred revenue
    
    
    (140
    )
    
    
    (47
    )Increase in deposit on sale of property
    
    
    
    
    
    
    350Net cash provided by operating activities
    
    
    4,360
    
    
    
    5,005Cash flows from investing activities:Disposition of properties
    
    
    2,099
    
    
    
    Improvements to rental property
    
    
    (951
    )
    
    
    (1,856
    )Decrease in restricted cash
    
    
    152
    
    
    
    75Purchase of investment securities
    
    
    (1,323
    )
    
    
    (103
    )Sale of investment securities
    
    
    1,013
    
    
    
    Net cash provided by (used in) investing activities
    
    
    990
    
    
    
    (1,884
    )Cash flows from financing activities:Payments on wraparound mortgages (1)
    
    
    (5,832
    )
    
    
    (4,028
    )Increase in wraparound mortgages (1)
    
    
    407
    
    
    
    1,437Increase (decrease) in due to NPAEP (1)
    
    
    56
    
    
    
    (23
    )Net proceeds from other borrowings (1)
    
    
    
    
    
    
    414Net cash used in financing activities
    
    
    (5,369
    )
    
    
    (2,200
    )Increase in cash and cash equivalents
    
    
    (19
    )
    
    
    921Cash and cash equivalents:Beginning of period
    
    
    2,128
    
    
    
    1,325End of period
    
    $
    2,109
    
    
    $
    2,246Supplemental disclosure of cash flow information:Cash paid during the period for interest
    
    $
    1,047
    
    
    $
    1,264Supplemental disclosure of non-cash investing and financing activities:Note receivable arising from property sale transactions
    
    $
    300
    
    
    
    
 
 (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, 2008
    
    
    As of June 30, 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
    
    
    
    19
    %
    
    
    7
    
    
    
    704,000
    
    
    
    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
 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: August 13, 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