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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, 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
 0-24816
 National Property Analysts Master Limited Partnership
  Delaware
    
    23-2610414(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. EmployerIdentification No.)230 South Broad Street, Mezzanine LevelPhiladelphia, Pennsylvania
    
    19102(Address of principal executive offices)
    
    (Zip Code)
 (215) 790-4700
  [None]
  þ o
  o o þ
 o þ
  Class
    
    Outstanding at May 15, 2007Units of Limited Partnership Interest
    
    97,752 units




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##### 



NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP  INDEX
  
 Page NoPART I. FINANCIAL INFORMATIONItem 1. Combined Financial Statements (Unaudited)Combined Balance Sheets   March 31, 2007 and December 31, 2006
    
    
    1Combined Statements of Operations and Changes in Partners Deficit
- Three months ended March 31, 2007 and 2006
    
    
    2Combined Statements of Cash Flows
- Three months ended March 31, 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
    
    
    11Certification Pursuant to Section 302Certification Pursuant to Section 302Certification Pursuant to Section 302Certification Pursuant to Section 906Certification Pursuant to Section 906Certification Pursuant to Section 906




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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
 
 Combined Balance Sheets
(in thousands)
 March 31,2007
    
    
    December 31,(Unaudited)
    
    
    2006AssetsRental property, at cost:Land
    
    $
    8,443
    
    
    $
    8,443Buildings
    
    
    115,923
    
    
    
    114,085Tenant-in-common property
    
    
    22,662
    
    
    
    22,662147,028
    
    
    
    145,190Less: accumulated depreciation
    
    
    71,831
    
    
    
    70,760Rental property, net
    
    
    75,197
    
    
    
    74,430Cash and cash equivalents
    
    
    1,387
    
    
    
    1,325Restricted cash
    
    
    155
    
    
    
    241Investment securities available for sale, at market
    
    
    1,111
    
    
    
    1,085Tenant accounts receivable, net of allowance of $30 as of March 31, 2007
and December 31, 2006, respectively
    
    
    280
    
    
    
    235Unbilled rent receivable
    
    
    921
    
    
    
    893Accounts receivable and other assets (1)
    
    
    984
    
    
    
    1,545Total assets
    
    $
    80,035
    
    
    $
    79,754Liabilities and Partners DeficitWraparound mortgages payable (1)
    
    $
    177,519
    
    
    $
    179,565Less: unamortized discount based on imputed interest rate of 12% (1)
    
    
    74,980
    
    
    
    77,431Wraparound mortgages payable less unamortized discount (1)
    
    
    102,539
    
    
    
    102,134Due to Pension Groups (1)
    
    
    3,237
    
    
    
    3,237Other borrowings (1)
    
    
    1,044
    
    
    
    630Accounts payable and other liabilities (1)
    
    
    3,357
    
    
    
    2,829Deferred revenue
    
    
    127
    
    
    
    74Deposit on sale of property
    
    
    350
    
    
    
    Finance lease obligation
    
    
    1,750
    
    
    
    1,750Total liabilities
    
    
    112,404
    
    
    
    110,654Partners deficit
    
    
    (32,369
    )
    
    
    (30,900
    )Total liabilities and partners deficit
    
    $
    80,035
    
    
    $
    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 March 31,2007
    
    
    2006Income:Rental income
    
    $
    3,573
    
    
    $
    2,824Other charges to tenants
    
    
    1,021
    
    
    
    1,190Interest and dividend income
    
    
    25
    
    
    
    14Total income
    
    
    4,619
    
    
    
    4,028Operating expenses:Interest expense (1)
    
    
    3,105
    
    
    
    2,651Real estate taxes
    
    
    805
    
    
    
    899Management fees (1)
    
    
    167
    
    
    
    160Common area maintenance expenses
    
    
    548
    
    
    
    408Ground rent (1)
    
    
    123
    
    
    
    123Repairs and maintenance
    
    
    70
    
    
    
    81General and administrative (1)
    
    
    177
    
    
    
    134Depreciation
    
    
    1,071
    
    
    
    915Amortization
    
    
    48
    
    
    
    81Total operating expenses
    
    
    6,114
    
    
    
    5,452Operating loss
    
    
    (1,495
    )
    
    
    (1,424
    )Discontinued operations:Loss from operations of discontinued components
    
    
    
    
    
    
    (257
    )Net loss
    
    
    (1,495
    )
    
    
    (1,681
    )Partners deficit:Beginning of period
    
    
    (30,900
    )
    
    
    (41,972
    )Net change in unrealized gain on investment securities
    
    
    26
    
    
    
    38End of period
    
    $
    (32,369
    )
    
    $
    (43,615
    )Net loss per unit
    
    $
    (15.29
    )
    
    $
    (17.20
    )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)
 Three months ended March 31,2007
    
    
    2006Cash flows from operating activities:Net loss
    
    $
    (1,495
    )
    
    $
    (1,681
    )Adjustments to reconcile net loss to net cash provided by operating activities:Depreciation
    
    
    1,071
    
    
    
    1,083Amortization of discount (1)
    
    
    2,451
    
    
    
    2,298Change in assets and liabilities:Increase in tenant accounts receivable
    
    
    (45
    )
    
    
    (116
    )Increase in unbilled rent receivable
    
    
    (28
    )
    
    
    (42
    )Decrease in accounts receivable and other assets (1)
    
    
    561
    
    
    
    36Increase (decrease) in accounts payable and other liabilities (1)
    
    
    528
    
    
    
    (315
    )Increase (decrease) in deferred revenue
    
    
    53
    
    
    
    (32
    )Increase in deposit on sale of property
    
    
    350
    
    
    
    Net cash provided by operating activities
    
    
    3,446
    
    
    
    1,231Cash flows from investing activities:Improvements to rental property
    
    
    (1,838
    )
    
    
    (144
    )Decrease in restricted cash
    
    
    86
    
    
    
    154Purchase of investment securities
    
    
    
    
    
    
    (2
    )Net cash (used) provided by investing activities
    
    
    (1,752
    )
    
    
    8Cash flows from financing activities:Payments on wraparound mortgages (1)
    
    
    (2,046
    )
    
    
    (1,579
    )Increase in due to/from pension groups
    
    
    
    
    
    
    80Proceeds from other borrowings
    
    
    414
    
    
    
    Net cash used in financing activities
    
    
    (1,632
    )
    
    
    (1,499
    )Increase (decrease) in cash and cash equivalents
    
    
    62
    
    
    
    (260
    )Cash and cash equivalents:Beginning of period
    
    
    1,325
    
    
    
    1,489End of period
    
    $
    1,387
    
    
    $
    1,229Supplemental disclosure of cash flow information:Cash paid during the period for interest
    
    $
    641
    
    
    $
    686
 
 (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, 2007
    
    As of March 31, 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
    
    
    
    11
    %


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: Agreement to Sell Property






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:
    
    May 15, 2007By:
    
    EBL&S, Inc., its managing
general partnerBy:
    
    /s/ Edward B. LipkinName:
Title:
    
    Edward B. Lipkin
PresidentBy:
    
    Feldman International, Inc., its equity general partnerBy:
    
    /s/ Robert McKinneyName:
Title:
    
    Robert McKinney
President
 11