##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 000-24816
 NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
  Delaware
    
    23-2610414(State or other jurisdiction of
    
    (IRS Employer Identification No.)incorporation or organization)
 230 S. Broad Street, Mezzanine, Philadelphia, Pennsylvania
    
    19102(Address of principal executive offices)
    
    (Zip Code)
 :(215)790-4700
  Name of each exchange onTitle of each class
    
    which registeredNone
    
    N/A
  Units of Limited Partnership Interest
 o þ
 o þ
  þ o
 þ
  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
 N/A
  Part I
    
    Part II
    
    Part III
    
    Part IV(None)
    
    (None)
    
    (None)
    
    Exhibits from Form 10
Registration Statement filed on July 14, 1994;
Form 10-K Annual Reports filed on April 1, 1996 and March
31, 2003;and Form 10-Q Quarterly Report;
November 11, 2003 -
Commission file Number 0-24816.




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##### 



PagePART IItem 1. Business
    
    
    1I. Summary
    
    
    1II. NPAMLP Objectives and Policies
    
    
    2III. Glossary
    
    
    4Item 1(A). Risk Factors
    
    
    7Item 1(B). Unresolved Staff Comments
    
    
    7Item 2. Properties
    
    
    7Item 3. Legal Proceedings
    
    
    14Item 4. Submission of Matters to a Vote of Security Holders
    
    
    14PART IIItem 5. Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    15I. No Trading Market
    
    
    15II. Distributions of Cash Flow From Operations
    
    
    15III. Proceeds of Sales Distributions
    
    
    15IV. Certain Income Tax Considerations
    
    
    15V. Other
    
    
    16Item 6. Selected Financial Data
    
    
    16Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16I. Liquidity and Capital Resources
    
    
    17II. Critical Accounting Policies
    
    
    18III. Results of Operations
    
    
    19IV. Tabular Disclosure of Contractual Obligations
    
    
    21V. Indebtedness Secured by the Properties
    
    
    21Item 7(A) Quantitative and Qualitative Disclosures About Market Risk
    
    
    25Item 8. Financial Statements and Supplementary Data
    
    
    25Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    25Item 9(A)T. Controls and Procedures
    
    
    25Item 9(B). Other Information
    
    
    25PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    26I. Summary
    
    
    26II. Code of Ethics
    
    
    26III. Audit Committee Financial Expert
    
    
    26Item 11. Executive Compensation
    
    
    26Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    27Item 13. Certain Relationships and Related Transactions and Director Independence
    
    
    27I. Compensation and Fees
    
    
    27II. Property Management by Affiliate
    
    
    28III. Conflicts of Interest
    
    
    28IV. Summary of Relationships
    
    
    29V. Related Party Transactions
    
    
    29VI. Director Independence
    
    
    30Item 14. Principal Accountant Fees and Services
    
    
    31I. Audit Fees
    
    
    31II. Audit Related Fees
    
    
    31III. Tax Fees
    
    
    31IV. All Other Fees
    
    
    31V. Pre-approval Policies and Procedures
    
    
    31PART IVItem 15. Exhibits, Financial Statement Schedules
    
    
    32I. Documents Filed as Part of this Report
    
    
    32SIGNATURES
    
    
    34
  ii




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iii




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PART I
 
 Item 1. Business
 
 I. Summary
  A. The Master Limited Partnership
   B. The General Partners
  C. The Properties and Indebtedness Secured by the Properties
  D. NPAMLP Objectives and Policies
  E. Limited Partners Share of Cash Flow from Operations
  F. Limited Partners Share of Proceeds of Sales Distributions
  1




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G. Allocations of Profits and Losses
  H. Compensation to the General Partner and Affiliates
  I. Fiscal Year
  
 II. NPAMLP Objectives and Policies
 A. NPAMLP Objectives
     2




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B. Competition for Tenants
 
 1. Anchor Tenants
     3




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2. Local Tenants
  %
 C. Prohibited Activities and Investments
  D. Insurance on Properties
  
 III. Glossary
 Capital Improvement
 Capital Improvement Debt
 Cash Flow from Operations
 Consolidation
 4




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Debt Service
 Equity General Partner
 Excess Proceeds
 General Partners
 Investor Note Payments
 Investor Note Payors
 Investor Note Recovery
 Investor Notes
 Limited Partners
 Management Agreement
 Minimum Payoff Amount
 Managing General Partner
 MLPG
 NPA
 NPAEP
 NPAMLP
 Operating Cash Expenses
 5




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##### Table of Contents



Operating Revenues
 Partnership Agreement
 Partnerships
 Pension Groups
 Proceeds of Sales Distributions
 Proceeds of Sales of the Properties
 Property or Properties
 PVPG
 Property Manager
 Reserves
 Restructuring
 Restructuring Agreement
 Restructured Wrap Mortgages
 Second Mortgage
 Tenant Improvements
 Third Party Debt Service
 Third Party Underlying Obligations
 Threshold Amount
 6




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##### Table of Contents



Unaudited Partnerships
 Units
 Wrap Mortgages
 Wrap Notes
 
 Item 1 (A). Risk Factors
  
 Item 1 (B). Unresolved Staff Comments
  
 Item 2. Properties
    7




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Schedule 1
 Description of Property Tenant Information
 Total
    
    AverageProperty
    
    Total
    
    Occupancy
    
    Minimum
    
    RentLocation
    
    GLA (a)
    
    Rate
    
    Rent (b)
    
    PSF (c)Cottage Grove, MN
    
    
    114,609
    
    
    
    81.0
    %
    
    $
    841,723
    
    
    $
    9.07Dunmore, PA
    
    
    26,475
    
    
    
    100.0
    %
    
    
    78,696
    
    
    
    2.97East Haven, CT
    
    
    52,852
    
    
    
    46.3
    %
    
    
    322,150
    
    
    
    13.17Federal Way, WA
    
    
    37,560
    
    
    
    100.0
    %
    
    
    45,000
    
    
    
    1.20Grand Rapids, MI
    
    
    10,880
    
    
    
    100.0
    %
    
    
    378,071
    
    
    
    34.75Huntsville, AL
    
    
    104,000
    
    
    
    100.0
    %
    
    
    244,400
    
    
    
    2.35Independence, MO
    
    
    134,634
    
    
    
    96.3
    %
    
    
    357,534
    
    
    
    2.78Kalamazoo, MI
    
    
    120,958
    
    
    
    100.0
    %
    
    
    299,326
    
    
    
    3.31Lake Mary, FL
    
    
    107,400
    
    
    
    100.0
    %
    
    
    859,200
    
    
    
    8.00Lawnside, NJ
    
    
    102,552
    
    
    
    100.0
    %
    
    
    544,634
    
    
    
    5.31Lawndale, CA
    
    
    14,813
    
    
    
    100.0
    %
    
    
    324,024
    
    
    
    21.87Marquette, MI
    
    
    248,256
    
    
    
    94.3
    %
    
    
    1,256,082
    
    
    
    5.31Maryville, MO
    
    
    35,099
    
    
    
    100.0
    %
    
    
    124,264
    
    
    
    3.53North Augusta, SC
    
    
    103,964
    
    
    
    80.8
    %
    
    
    378,700
    
    
    
    3.64O Fallon, MO
    
    
    91,061
    
    
    
    97.8
    %
    
    
    344,354
    
    
    
    3.87Oak Lawn, IL
    
    
    159,233
    
    
    
    100.0
    %
    
    
    895,270
    
    
    
    5.62Philadelphia, PA
    
    
    128,006
    
    
    
    100.0
    %
    
    
    556,500
    
    
    
    4.35Painesville, OH
    
    
    10,125
    
    
    
    100.0
    %
    
    
    188,777
    
    
    
    18.64Rockville, MD (d)
    
    
    10,880
    
    
    
    100.0
    %
    
    
    521,718
    
    
    
    58.47San Jose, CA (e)
    
    
    249,832
    
    
    
    100.0
    %
    
    
    2,917,156
    
    
    
    48.86Seven Hills, OH
    
    
    121,677
    
    
    
    100.0
    %
    
    
    318,595
    
    
    
    2.62Taylorville, IL
    
    
    43,127
    
    
    
    100.0
    %
    
    
    242,719
    
    
    
    5.63Urbana, IL
    
    
    55,531
    
    
    
    18.8
    %
    
    
    65,913
    
    
    
    6.30Waverly, OH
    
    
    8,834
    
    
    
    100.0
    %
    
    
    75,006
    
    
    
    8.49
 
 (a)
    
    Gross Leaseable Area.(b)
    
    Based on leases in effect as of December 31, 2008.(c)
    
    Based on occupied space.(d)
    
    NPAMLP owns an 82% interest in this property. Minimum rent amounts reflects
NPAMLPs percentage ownership.(e)
    
    NPAMLP owns a 23.9% tenant-in-common interest in this property. Minimum rent
amounts reflects NPAMLPs percentage ownership. 8




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##### Table of Contents



Schedule 1, Continued
 Description of Property Tenant Information
 Major Tenant Information
 RemainingProperty
    
    
    
    
    
    
    
    Annual
    
    Lease
    
    TenantLocation
    
    Major Tenant Name
    
    GLA (a)
    
    Rent
    
    Expiration
    
    OptionsCottage Grove, MN
    
    Rainbow Foods
    
    
    70,130
    
    
    $
    606,624
    
    
    
    07/11/16
    
    
    6 / 5 YRDunmore, PA
    
    Price Chopper
    
    
    26,475
    
    
    
    78,696
    
    
    
    11/30/10
    
    
    2 / 5 YREast Haven, CT
    
    AutoZone
    
    
    9,700
    
    
    
    147,925
    
    
    
    02/28/13
    
    
    1 / 5 YRFederal Way, WA
    
    Safeway
    
    
    37,560
    
    
    
    45,000
    
    
    
    10/31/13
    
    
    4 / 5 YRGrand Rapids, MI
    
    CVS
    
    
    10,880
    
    
    
    378,071
    
    
    
    01/31/24
    
    
    10 / 5 YRHuntsville, AL
    
    Kmart
    
    
    104,000
    
    
    
    244,400
    
    
    
    11/30/10
    
    
    4 / 5 YRIndependence, MO
    
    Kmart
    
    
    116,799
    
    
    
    308,634
    
    
    
    03/31/10
    
    
    5 / 5 YRKalamazoo, MI
    
    Kmart
    
    
    84,180
    
    
    
    248,770
    
    
    
    02/28/10
    
    
    8 / 5 YRLake Mary, FL
    
    Gander Mountain Sports
    
    
    107,400
    
    
    
    859,200
    
    
    
    05/31/21
    
    
    4 / 5 YRLawnside, NJ
    
    Sears
    
    
    102,552
    
    
    
    544,634
    
    
    
    09/30/25
    
    
    10 / 5 YRLawndale, CA
    
    CVS
    
    
    14,813
    
    
    
    324,024
    
    
    
    05/31/13
    
    
    10 / 5 YRMarquette, MI
    
    Kohl's Department Stores, Inc.
    
    
    85,480
    
    
    
    170,960
    
    
    
    11/30/24
    
    
    9 / 5 YRYounker's
    
    
    44,068
    
    
    
    92,543
    
    
    
    10/22/11
    
    
    NoneJ.C. Penney
    
    
    33,996
    
    
    
    118,286
    
    
    
    02/29/12
    
    
    4 / 5 YRMaryville, MO
    
    J.C. Penney
    
    
    22,060
    
    
    
    65,502
    
    
    
    10/31/11
    
    
    1 / 5 YRNorth Augusta, SC
    
    Riverfront Antique Mall
    
    
    84,000
    
    
    
    378,000
    
    
    Various
        
    NoneO Fallon, MO
    
    Kmart
    
    
    83,061
    
    
    
    279,415
    
    
    
    11/30/10
    
    
    9 / 5 YROak Lawn, IL
    
    Home Depot
    
    
    104,622
    
    
    
    480,000
    
    
    
    01/31/28
    
    
    5 / 5 YRJewel Foods
    
    
    58,575
    
    
    
    585,750
    
    
    
    01/03/14
    
    
    1 / 5 YRPhiladelphia, PA
    
    Kmart
    
    
    91,033
    
    
    
    388,500
    
    
    
    03/31/10
    
    
    9 / 5 YRSupremo Foods
    
    
    36,973
    
    
    
    168,000
    
    
    
    06/30/35
    
    
    NonePainesville, OH
    
    CVS
    
    
    10,125
    
    
    
    188,777
    
    
    
    01/31/19
    
    
    6 / 5 YRRockville, MD (b)
    
    CVS
    
    
    10,880
    
    
    
    521,718
    
    
    
    01/31/24
    
    
    10 / 5 YRSan Jose, CA (c)
    
    Sun Microsystems
    
    
    249,832
    
    
    
    2,917,156
    
    
    
    05/11/13
    
    
    2 / 5 YRSeven Hills, OH
    
    Kmart
    
    
    121,677
    
    
    
    318,595
    
    
    
    08/31/12
    
    
    7 / 5 YRTaylorville, IL
    
    Grandview Retail Stores
    
    
    27,958
    
    
    
    120,000
    
    
    
    03/31/18
    
    
    NoneCVS
    
    
    10,069
    
    
    
    81,319
    
    
    
    03/31/10
    
    
    4 / 5 YRUrbana, IL
    
    Dollar General
    
    
    6,264
    
    
    
    39,000
    
    
    
    10/31/12
    
    
    NoneWaverly, OH
    
    None
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    N/A
 
 (a)
    
    Gross Leaseable Area(b)
    
    NPAMLP owns an 82% interest in this property. Annual rent amount reflects
NPAMLPs percentage ownership.(c)
    
    NPAMLP owns a 23.9% tenant-in-common interest in this property. Annual rent
amount reflects NPAMLPs percentage ownership.N/A  Not Applicable 9




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Schedule 2
 Tenant Lease Expirations
 2009
    
    
    2010TotalProperty
    
    Total
    
    
    Minimum
    
    
    # of
    
    
    Minimum
    
    
    
    
    
    
    # of
    
    
    MinimumLocation
    
    GLA (a)
    
    
    Rent (b)
    
    
    Tenants
    
    
    Rent
    
    
    GLA (a)
    
    
    Tenants
    
    
    Rent
    
    
    GLA (a)Cottage Grove, MN
    
    
    114,609
    
    
    $
    841,723
    
    
    
    1
    
    
    $
    29,400
    
    
    
    2,700
    
    
    
    1
    
    
    $
    43,313
    
    
    
    6,075Dunmore, PA
    
    
    26,475
    
    
    
    78,696
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    78,696
    
    
    
    26,475East Haven, CT
    
    
    52,852
    
    
    
    322,150
    
    
    
    1
    
    
    
    45,000
    
    
    
    3,202
    
    
    
    1
    
    
    
    44,525
    
    
    
    6,850Federal Way, WA
    
    
    37,560
    
    
    
    45,000Grand Rapids, MI
    
    
    10,880
    
    
    
    378,071Huntsville, AL
    
    
    104,000
    
    
    
    244,400
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    244,400
    
    
    
    104,000Independence, MO
    
    
    134,634
    
    
    
    357,534
    
    
    
    1
    
    
    
    12,900
    
    
    
    1,800
    
    
    
    2
    
    
    
    344,634
    
    
    
    126,639Kalamazoo, MI
    
    
    120,958
    
    
    
    299,326
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    248,770
    
    
    
    84,180Lake Mary, FL
    
    
    107,400
    
    
    
    859,200Lawnside, NJ
    
    
    102,552
    
    
    
    544,634Lawndale, CA
    
    
    14,813
    
    
    
    324,024Marquette, MI
    
    
    248,256
    
    
    
    1,255,742
    
    
    
    4
    
    
    
    66,432
    
    
    
    4,830
    
    
    
    7
    
    
    
    236,232
    
    
    
    14,863Maryville, MO
    
    
    35,179
    
    
    
    124,264North Augusta, SC
    
    
    109,134
    
    
    
    378,700O Fallon, MO
    
    
    91,061
    
    
    
    344,354
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    279,415
    
    
    
    83,061Oak Lawn, IL
    
    
    159,233
    
    
    
    895,270Philadelphia, PA
    
    
    128,006
    
    
    
    556,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    388,500
    
    
    
    91,033Painesville, OH
    
    
    10,125
    
    
    
    188,777Rockville, MD
    
    
    10,880
    
    
    
    521,718San Jose, CA
    
    
    249,832
    
    
    
    2,917,156Seven Hills, OH
    
    
    121,677
    
    
    
    318,595Taylorville, IL
    
    
    43,127
    
    
    
    242,719
    
    
    
    2
    
    
    
    23,400
    
    
    
    2,100
    
    
    
    1
    
    
    
    81,319
    
    
    
    10,069Urbana, IL
    
    
    55,531
    
    
    
    65,913
    
    
    
    1
    
    
    
    11,813
    
    
    
    1,750
    
    
    
    1
    
    
    
    7,000
    
    
    
    1,400Waverly, OH
    
    
    8,834
    
    
    
    75,006
    
    
    
    1
    
    
    
    16,000
    
    
    
    2,000
    
    
    
    1
    
    
    
    43,506
    
    
    
    4,834Totals
    
    
    2,097,608
    
    
    $
    12,179,472
    
    
    
    11
    
    
    $
    204,945
    
    
    
    18,382
    
    
    
    19
    
    
    $
    2,040,660
    
    
    
    559,479Annual % to Total
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.7
    %
    
    
    0.9
    %
    
    
    
    
    
    
    16.8
    %
    
    
    26.7
    %Cumulative %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.7
    %
    
    
    0.9
    %
    
    
    
    
    
    
    18.5
    %
    
    
    27.6
    %
 
 (a)
    
    Gross Leasable Area.(b)
    
    Based on leases in effect as of December 31, 2008. 10




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##### Table of Contents



Schedule 2, Continued
 Tenant Lease Expirations
 2011
    
    
    2012TotalProperty
    
    Total
    
    
    Minimum
    
    
    # of
    
    
    Minimum
    
    
    
    
    
    
    # of
    
    
    MinimumLocation
    
    GLA (a)
    
    
    Rent (b)
    
    
    Tenants
    
    
    Rent
    
    
    GLA (a)
    
    
    Tenants
    
    
    Rent
    
    
    GLA (a)Cottage Grove, MN
    
    
    114,609
    
    
    $
    841,723Dunmore, PA
    
    
    26,475
    
    
    
    78,696East Haven, CT
    
    
    52,852
    
    
    
    322,150Federal Way, WA
    
    
    37,560
    
    
    
    45,000Grand Rapids, MI
    
    
    10,880
    
    
    
    378,071Huntsville, AL
    
    
    104,000
    
    
    
    244,400Independence, MO
    
    
    134,634
    
    
    
    357,534Kalamazoo, MI
    
    
    120,958
    
    
    
    299,326Lake Mary, FL
    
    
    107,400
    
    
    
    859,200Lawnside, NJ
    
    
    102,552
    
    
    
    544,634Lawndale, CA
    
    
    14,813
    
    
    
    324,024Marquette, MI
    
    
    248,256
    
    
    
    1,255,742
    
    
    
    6
    
    
    $
    226,919
    
    
    
    63,116
    
    
    
    6
    
    
    $
    253,961
    
    
    
    41,836Maryville, MO
    
    
    35,179
    
    
    
    124,264
    
    
    
    2
    
    
    
    82,064
    
    
    
    27,104
    
    
    
    1
    
    
    
    12
    
    
    
    2,450North Augusta, SC
    
    
    109,134
    
    
    
    378,700O Fallon, MO
    
    
    91,061
    
    
    
    344,354
    
    
    
    1
    
    
    
    34,939
    
    
    
    3,000
    
    
    
    1
    
    
    
    26,400
    
    
    
    2,000Oak Lawn, IL
    
    
    159,233
    
    
    
    895,270Philadelphia, PA
    
    
    128,006
    
    
    
    556,500Painesville, OH
    
    
    10,125
    
    
    
    188,777Rockville, MD
    
    
    10,880
    
    
    
    521,718San Jose, CA
    
    
    249,832
    
    
    
    2,917,156Seven Hills, OH
    
    
    121,677
    
    
    
    318,595
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    318,595
    
    
    
    121,677Taylorville, IL
    
    
    43,127
    
    
    
    242,719
    
    
    
    1
    
    
    
    18,000
    
    
    
    3,000Urbana, IL
    
    
    55,531
    
    
    
    65,913
    
    
    
    1
    
    
    
    8,100
    
    
    
    1,050
    
    
    
    1
    
    
    
    39,000
    
    
    
    6,264Waverly, OH
    
    
    8,834
    
    
    
    75,006Totals
    
    
    2,097,608
    
    
    $
    12,179,472
    
    
    
    11
    
    
    $
    370,022
    
    
    
    97,270
    
    
    
    10
    
    
    $
    637,968
    
    
    
    174,227Annual % to Total
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3.0
    %
    
    
    4.6
    %
    
    
    
    
    
    
    5.2
    %
    
    
    8.3
    %Cumulative %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21.5
    %
    
    
    32.2
    %
    
    
    
    
    
    
    26.7
    %
    
    
    40.5
    %
 
 (a)
    
    Gross Leasable Area.(b)
    
    Based on leases in effect as of December 31, 2008. 11




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##### Table of Contents



Schedule 2, Continued
 Tenant Lease Expirations
 2013TotalProperty
    
    Total
    
    
    Minimum
    
    
    # of
    
    
    MinimumLocation
    
    GLA (a)
    
    
    Rent (b)
    
    
    Tenants
    
    
    Rent
    
    
    GLA (a)Cottage Grove, MN
    
    
    114,609
    
    
    $
    841,723Dunmore, PA
    
    
    26,475
    
    
    
    78,696East Haven, CT
    
    
    52,852
    
    
    
    322,150
    
    
    
    2
    
    
    $
    177,625
    
    
    
    12,400Federal Way, WA
    
    
    37,560
    
    
    
    45,000Grand Rapids, MI
    
    
    10,880
    
    
    
    378,071Huntsville, AL
    
    
    104,000
    
    
    
    244,400Independence, MO
    
    
    134,634
    
    
    
    357,534Kalamazoo, MI
    
    
    120,958
    
    
    
    299,326Lake Mary, FL
    
    
    107,400
    
    
    
    859,200Lawnside, NJ
    
    
    102,552
    
    
    
    544,634Lawndale, CA
    
    
    14,813
    
    
    
    324,024Marquette, MI
    
    
    248,256
    
    
    
    1,255,742Maryville, MO
    
    
    35,179
    
    
    
    124,264
    
    
    
    1
    
    
    
    42,188
    
    
    
    5,625North Augusta, SC
    
    
    109,134
    
    
    
    378,700O Fallon, MO
    
    
    91,061
    
    
    
    344,354Oak Lawn, IL
    
    
    159,233
    
    
    
    895,270Philadelphia, PA
    
    
    128,006
    
    
    
    556,500Painesville, OH
    
    
    10,125
    
    
    
    188,777Rockville, MD
    
    
    10,880
    
    
    
    521,718San Jose, CA
    
    
    249,832
    
    
    
    2,917,156Seven Hills, OH
    
    
    121,677
    
    
    
    318,595Taylorville, IL
    
    
    43,127
    
    
    
    242,719Urbana, IL
    
    
    55,531
    
    
    
    65,913Waverly, OH
    
    
    8,834
    
    
    
    75,006Totals
    
    
    2,097,608
    
    
    $
    12,179,472
    
    
    
    3
    
    
    $
    219,813
    
    
    
    18,025Annual % to Total
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.8
    %
    
    
    0.9
    %Cumulative %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28.5
    %
    
    
    41.4
    %
 
 (a)
    
    Gross Leasable Area.(b)
    
    Based on leases in effect as of December 31, 2008. 12




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##### Table of Contents



Schedule 3
 Third Party Underlying Obligations
 PrincipalProperty
    
    
    
    Mortgage
    
    Interest
    
    Balance atLocation
    
    Mortgagee(s)
    
    Type
    
    Rate
    
    12/31/08Cottage Grove, MN
    
    IDS Life Insurance
    
    1st
    
    
    5.55
    %
    
    
    4,019,458Dunmore, PA
    
    NONEEast Haven, CT
    
    NONEFederal Way, WA
    
    NONEGrand Rapids, MI
    
    Wells Fargo Bank Northwest, N.A.
    
    1st
    
    
    7.77
    %
    
    
    2,375,859Huntsville, AL
    
    NONEIndependence, MO
    
    NONEKalamazoo, MI
    
    NONELake Mary, FL
    
    Citigroup Capital Markets Group
    
    1st
    
    
    5.67
    %
    
    
    5,883,689Lawndale, CA
    
    Wells Fargo Bank Northwest, N.A.
    
    1st
    
    
    6.04
    %
    
    
    3,758,060Lawnside, NJ
    
    Wachovia Securities
    
    1st
    
    
    8.71
    %
    
    
    4,081,717Marquette, MI
    
    Associated Commercial Bank
    
    1st
    
    
    6.33
    %
    
    
    4,953,619Maryville, MO
    
    NONENorth Augusta, SC
    
    NONEO Fallon, MO
    
    NONEOak Lawn, IL
    
    NONEPainesville, OH
    
    Credit Suisse First Boston
    
    1st
    
    
    6.48
    %
    
    
    1,422,900Philadelphia, PA
    
    Kin Properties
    
    1st
    
    
    9.25
    %
    
    
    542,829Rockville, MD (a)
    
    Wells Fargo Bank Northwest, N.A.
    
    1st
    
    
    7.77
    %
    
    
    3,278,563San Jose, CA (b)
    
    Lehman Ali Inc.
    
    1st
    
    
    12.50
    %
    
    
    22,071,165Seven Hills, OH
    
    B & K Properties
    
    1st
    
    
    9.75
    %
    
    
    887,172Taylorville, IL
    
    NONEUrbana, IL
    
    NONEWaverly, OH
    
    NONE
 
 (a)
    
    NPAMLP owns an 82% interest in the property. Loan balance reflects NPAMLPs
percentage ownership.(b)
    
    NPAMLP owns a 23.9% tenant-in-common interest in this property. Loan balance
reflects NPAMLPs percentage ownership. 13




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##### Table of Contents



Schedule 3, Continued
 Third Party Underlying Obligations
 OwnershipAnnual
    
    InterestProperty
    
    
    
    Mortgage
    
    Debt
    
    Fee/Location
    
    Mortgagee(s)
    
    Type
    
    Service
    
    LeaseholdCottage Grove, MN
    
    IDS Life Insurance
    
    1st
    
    
    364,697
    
    
    FeeDunmore, PA
    
    NONE
    
    
    
    
    
    
    
    LeaseholdEast Haven, Ct
    
    NONE
    
    
    
    
    
    
    
    FeeFederal Way, WA
    
    NONE
    
    
    
    
    
    
    
    FeeGrand Rapids, MI
    
    Wells Fargo Bank Northwest, N.A.
    
    1st
    
    
    378,071
    
    
    FeeHuntsville, AL
    
    NONE
    
    
    
    
    
    
    
    LeaseholdIndependence, MO
    
    NONE
    
    
    
    
    
    
    
    FeeKalamazoo, MI
    
    NONE
    
    
    
    
    
    
    
    LeaseholdLake Mary, FL
    
    Citigroup Capital Markets Group
    
    1st
    
    
    416,520
    
    
    FeeLawndale, CA
    
    Wells Fargo Bank Northwest, N.A.
    
    1st
    
    
    324,000
    
    
    LeaseholdLawnside, NJ
    
    Wachovia Securities
    
    1st
    
    
    483,973
    
    
    FeeMarquette, MI
    
    Associated Commercial Bank
    
    1st
    
    
    402,318
    
    
    LeaseholdMaryville, MO
    
    NONE
    
    
    
    
    
    
    
    LeaseholdNorth Augusta, SC
    
    NONE
    
    
    
    
    
    
    
    LeaseholdO Fallon, MO
    
    NONE
    
    
    
    
    
    
    
    FeeOak Lawn, IL
    
    NONE
    
    
    
    
    
    
    
    LeaseholdPainesville, OH
    
    Credit Suisse First Boston
    
    1st
    
    
    188,777
    
    
    FeePhiladelphia, PA
    
    Kin Properties
    
    1st
    
    
    395,220
    
    
    LeaseholdRockville, MD (a)
    
    Wells Fargo Bank Northwest, N.A.
    
    1st
    
    
    521,718
    
    
    FeeSan Jose, CA (b)
    
    Lehman Ali Inc.
    
    1st
    
    
    2,964,532
    
    
    FeeSeven Hills, OH
    
    B & K Properties
    
    1st
    
    
    263,917
    
    
    LeaseholdTaylorville, IL
    
    NONE
    
    
    
    
    
    
    
    FeeUrbana, IL
    
    NONE
    
    
    
    
    
    
    
    FeeWaverly, OH
    
    NONE
    
    
    
    
    
    
    
    Fee
 
 (a)
    
    NPAMLP owns an 82% interest in the property. Loan balance and annual debt service reflect
NPAMLPs percentage ownership.(b)
    
    NPAMLP owns a 23.9% Tenant in Common interest in this property. Loan balance and annual debt
service reflect NPAMLPs percentage ownership. 
 Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
  14




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##### Table of Contents



PART II
 
 Item 5.Market For Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
 I. No Trading Market
    
 II. Distributions of Cash Flow From Operations
   
 III. Proceeds of Sales Distributions
    
 IV. Certain Income Tax Considerations
 A. Recognition of Gain
  15




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##### Table of Contents



B. Treatment of Distributions by NPAMLP
   C. Operating Income (Loss) of NPAMLP
   
 V. Other
  
 Item 6. Selected Financial Data
  
 Item 7. Managements Discussion and Analysis of Financial Condition
and Results of Operations
  16




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##### Table of Contents



I. Liquidity and Capital Resources
 A. General
  B. Third Party Debt Service
  C. Working Capital
   D. Loan Obligations
  E. Capital Requirements
  17




---



##### Table of Contents



F. Tenant Improvements
  
 II. Critical Accounting Policies
  . ,
 18




---



##### Table of Contents



III. Results of Operations
 A. Property Dispositions and Acquisitions During Fiscal 2008
   B. Property Dispositions and Acquisitions During Fiscal 2007
  19




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##### Table of Contents



C. Full Fiscal Years
  2008
    
    2007Beginning of year
    
    
    26
    
    
    
    26Properties acquired
    
    
    0
    
    
    
    1Properties disposed
    
    
    (2
    )
    
    
    (1
    )End of year
    
    
    24
    
    
    
    26
   20




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##### Table of Contents



(in Thousands)2008
    
    
    2007Income:Rental income
    
    $
    12,217
    
    
    $
    12,708Other charges to tenants
    
    
    3,192
    
    
    
    3,309Interest income
    
    
    137
    
    
    
    143Total income
    
    
    15,546
    
    
    
    16,160Operating expenses:Interest expense
    
    
    10,959
    
    
    
    10,974Other operating expenses
    
    
    6,459
    
    
    
    6,396Depreciation and amortization
    
    
    3,967
    
    
    
    4,131Total operating expense
    
    
    21,385
    
    
    
    21,501Operating loss
    
    $
    (5,839
    )
    
    $
    (5,341
    )
   
 IV. Tabular Disclosure of Contractual Obligations
  
 V. Indebtedness Secured by the Properties
   21




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##### Table of Contents



A. Third Party Underlying Obligations
  B. The Second Mortgages and Notes
  C. The Wrap Mortgages
    22




---



##### Table of Contents



D. Future Interest Agreement
  23




---



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24




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##### Table of Contents



Item 7(a). Quantitative and Qualitative Disclosures About Market Risk
  
 Item 8. Financial Statements and Supplementary Data
  
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 Item 9A (T): Controls and Procedures
      
 Item 9(B). Other Information
 None
 25




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##### Table of Contents



PART III
 
 Item 10. Directors and Executive Officers and Corporate Governance
 
 I. Summary
       
 II. Code of Ethics
  
 III. Audit Committee Financial Expert
  
 Item 11. Executive Compensation
 I. General
  II. Payments Discussion and Analysis
  26




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##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 AMOUNT ANDNAME & ADDRESS OF
    
    NATURE OFTITLE OF CLASS
    
    BENEFICIAL OWNER
    
    BENEFICIAL OWNERSHIP
    
    % OF CLASSUnits of Limited 
Partnership Interest
    
    Robert McKinney 
230 S. Broad Street 
Philadelphia, PA 19102
    
    1,000 Units
    
    
    1.0
    %
 
 Item 13. Certain Relationships and Related Transactions, Director Independence
 
 I. Compensation and Fees
  Entity Receiving
    
    
    
    Estimated Amount ofPayments
    
    Type of Payments
    
    PaymentsOrganizational PhaseEquity General Partner
    
    
    
    1% general partners
interest in NPAMLP.Operational PhaseEquity General Partner
    
    General Partners
Share of Cash Flow
from Operations.
    
    On an annual basis,
1% of cash flow from
operations. Actual
amounts will depend
upon future
operations and are
not now determinable.EBL&S Property
Management, Inc.
    
    Property Management
Fees
    
    Annual fee of 5% of
gross operating
revenues derived from
the Properties.
Actual amounts will
depend upon future
operations and are
not now determinable.
See II. Property
Management by
Affiliate, below.
 27




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##### Table of Contents



Entity Receiving
    
    
    
    Estimated Amount ofPayments
    
    Type of Payments
    
    PaymentsEBL&S Property
Management, Inc.
    
    Leasing Fees
    
    For all obtained or
renewed leases, an
amount equal to the
fees customarily
charged in the
geographic area of
leased property.
Actual amounts will
depend upon future
operations and are
not now
determinable. See
II. Property
Management by
Affiliate, below.Equity General Partner
    
    General Partners
Share of Profits and
Losses
    
    The Equity General
Partner will be
allocated 1% of the
profits and losses
from NPAMLP
operations.Managing General Partner
    
    Reimbursement of
Expenses
    
    Actual cost of goods
and services
utilized for or by
NPAMLP, including
certain
administrative
services performed
by the Managing
General Partner.Liquidation PhaseEquity General Partner
    
    General Partners
share of Proceeds of
Sales of the
Properties.
    
    The Equity General
Partner will be
allocated 1% of the
proceeds of the sale
of the properties.E&H Properties
    
    Repayment of
Indebtedness secured
by Second Mortgages.
    
    Actual amounts will
depend on the price
of Properties and
are not now
determinable.
 
 II. Property Management by Affiliate
   
 III. Conflicts of Interest
  28




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##### Table of Contents



A. Conflict Regarding Sales and Refinancing
   B. Other Activities of the Affiliates of the General Partners
  C. Competition by NPAMLP with Affiliates of the Managing General Partner for Services of Officers and Employees
  
 IV. Summary of Relationships
  
 V. Related Party Transactions
  29




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##### Table of Contents



VI. Director Independence
  30




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##### Table of Contents



Item 14. Principal Accounting Fees and Services
 
 I. Audit Fees
  
 II. Audit Related Fees
  
 III. Tax Fees
  
 IV. All Other Fees
  
 V. Pre-approval Policies and Procedures
  31




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##### Table of Contents



PART IV
 
 Item 15. Exhibits, Financial Statement Schedules
 
 I. Documents filed as Part of this Report
 A. Financial Statements and Supplementary Data
 Report of Independent Registered Public Accounting Firm
    
    
    F-1Combined Financial Statements:Combined Balance Sheets at December 31, 2008 and 2007
    
    
    F-2Combined Statements of Operations and Changes
in Partners Deficit for the years ended
December 31, 2008 and 2007
    
    
    F-3Combined Statements of Cash Flows for the years ended
December 31, 2008 and 2007
    
    
    F-4Notes to Combined Financial Statements
    
    
    F-5
 B. Exhibits
 Exhibit No.
    
    Description*2.1
    
    
    Consolidation Agreement by and among the National Property
Analysts Master Limited Partnership (NPAMLP); EBL&S, Inc.
(EBL&S) and Buster, Inc. (Buster).*2.2
    
    
    Settlement Agreement by and among plaintiffs as a class,
National Property Analysts, Inc. (NPA) and certain
additional defendants in James OBrien, et al. v. National
Property Analysts, Inc., et al. (the Action).*2.3
    
    
    Judgment and Order Approving the Transaction, the Formation
of the Master Limited Partnership, and the Allocation of
Interests in the Master Limited Partnership entered by the
Court.*3.1
    
    
    Initial Limited Partnership Agreement of NPAMLP.*3.2
    
    
    Amended and Restated Limited Partnership Agreement of
NPAMLP.*3.3
    
    
    Certificate of Limited Partnership of NPAMLP.****3.4
    
    
    Amendment One to the Amended and Restated Limited
Partnership Agreement of NPAMLP.*10.1
    
    
    Restructuring and Mortgage Modification Agreement by and
among Main Line Pension Group, L.P. (MLPG), NPAMLP and
National Property Analysts, Inc.*10.2
    
    
    Leasing and Management Agreement by and between EBL&S
Property Management, Inc. and NPAMLP.*10.3
    
    
    Information Statement Relating to the formation of NPAMLP.*10.4
    
    
    Proof of Claim and Release and Vote on Consolidation.
 32




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##### Table of Contents



Exhibit No.
    
    Description**10.6
    
    
    Line of Credit Promissory Note.***10.7
    
    
    Agreement between NPAMLP, NPAEP and PVPG.***16.1
    
    
    Letter from replaced accountants (previously filed with Form 8-K
dated May 29, 2002).31.1
    
    
    Certification of Managing General Partner pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of Equity General Partner pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.31.3
    
    
    Certification of Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of Managing General Partner pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of Equity General Partner pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.32.3
    
    
    Certification of Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Incorporated by reference from Registrants Report on Form 10 filed
July 14, 1994 (0-24816)**
    
    Incorporated by reference from Registrants Report on Form 10-K filed
April 1, 1996 (0-24816).***
    
    Incorporated by reference from Registrants Report on Form 10-K filed
March 31, 2003 (0-24816).****
    
    Incorporated by reference from Registrants Report on Form 10-Q filed
November 11, 2003 (0-24816). 33




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##### Table of Contents



SIGNATURES
  NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(Registrant)By:
    
    EBL&S, Inc., its managing general partnerBy:
    
    /s/ Edward B. LipkinEdward B. LipkinDirectorDate: March 27, 2009By:
    
    Feldman International, Inc., its equity general partnerBy:
    
    /s/ Robert McKinneyRobert McKinneyDirectorDate: March 27, 2009
  Signature
    
    Capacity
    
    DateDirector of EBL&S, Inc.
    
    March 27, 2009Edward B. Lipkin
    
    Principal Executive Officer,Principal Accounting Officer andPrincipal Financial OfficerDirector of Feldman International,
Inc.,
    
    March 27, 2009Robert McKinney
    
    Registrants equity general partner
 34




---



##### Table of Contents



NATIONAL PROPERTY ANALYSTS
MASTER LIMITED PARTNERSHIP
(a limited partnership)




---



##### Table of Contents



NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
 Table of Contents
 Page No.Report of Independent Registered Public Accounting Firm
    
    
    1Combined Balance Sheets December 31, 2008 and 2007
    
    
    3Combined Statements of Operations and Changes in Partners Deficit,
Years ended December 31, 2008 and 2007
    
    
    4Combined Statements of Cash Flows,
Years ended December 31, 2008 and 2007
    
    
    5Notes to Combined Financial Statements
    
    
    6




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Report of Independent Registered Public Accounting Firm
 
   1




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2




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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
 
 Combined Balance Sheets  December 31, 2008 and 2007  (in thousands)
 2008
    
    
    2007AssetsRental property, at cost:Land
    
    $
    7,582
    
    
    $
    7,758Buildings
    
    
    107,066
    
    
    
    108,581Tenant-in-common property
    
    
    22,662
    
    
    
    22,662137,310
    
    
    
    139,001Less: accumulated depreciation
    
    
    69,978
    
    
    
    67,810Rental property, net
    
    
    67,332
    
    
    
    71,191Cash and cash equivalents
    
    
    1,272
    
    
    
    2,128Restricted cash
    
    
    63
    
    
    
    204Investment securities available for sale, at market
    
    
    2,783
    
    
    
    3,253Tenant accounts receivable, net of allowance of $30 as of December 31, 2008
and December 31, 2007, respectively
    
    
    55
    
    
    
    111Unbilled rent receivable
    
    
    1,115
    
    
    
    1,006Accounts receivable and other assets (1)
    
    
    924
    
    
    
    1,840Total assets
    
    $
    73,544
    
    
    $
    79,733Liabilities and Partners DeficitWraparound mortgages payable (1)
    
    $
    164,738
    
    
    $
    174,022Less: unamortized discount based on imputed interest rate of 12% (1)
    
    
    59,561
    
    
    
    69,099Wraparound mortgages payable less unamortized discount (1)
    
    
    105,177
    
    
    
    104,923Due to Pension Groups (1)
    
    
    3,248
    
    
    
    3,199Other borrowings (1)
    
    
    194
    
    
    
    194Accounts payable and other liabilities (1)
    
    
    2,784
    
    
    
    3,186Deferred revenue
    
    
    213
    
    
    
    351Finance lease obligation
    
    
    1,750
    
    
    
    1,750Total liabilities
    
    
    113,366
    
    
    
    113,603Partners deficit
    
    
    (39,822
    )
    
    
    (33,870
    )Total liabilities and partners deficit
    
    $
    73,544
    
    
    $
    79,733
 
 (1)
    
    See Note 3: Related Party Transactions.  3




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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
 
 Combined Statements of Operations and Changes in Partners Deficit  Years Ended December 31, 2008 and 2007  (in thousands, except per-unit data)
 2008
    
    
    2007Income:Rental income
    
    $
    12,816
    
    
    $
    12,797Other charges to tenants
    
    
    3,283
    
    
    
    3,250Interest and dividend income
    
    
    137
    
    
    
    143Total income
    
    
    16,236
    
    
    
    16,190Operating expenses:Interest expense (1)
    
    
    11,466
    
    
    
    9,095Real estate taxes
    
    
    2,931
    
    
    
    2,781Management fees (1)
    
    
    554
    
    
    
    563Common area maintenance expenses
    
    
    1,642
    
    
    
    1,497Ground rent (1)
    
    
    767
    
    
    
    601Repairs and maintenance
    
    
    385
    
    
    
    321General and administrative (1)
    
    
    564
    
    
    
    605Depreciation
    
    
    4,007
    
    
    
    3,911Amortization
    
    
    101
    
    
    
    147Total operating expenses
    
    
    22,417
    
    
    
    19,521Operating loss
    
    
    (6,181
    )
    
    
    (3,331
    )Other income (loss):Realized (loss) gain on investment securities
    
    
    (1,120
    )
    
    
    214Loss from continuing operations
    
    
    (7,301
    )
    
    
    (3,117
    )Discontinued operations:Income (loss) from operations of discontinued components
    
    
    (209
    )
    
    
    (26
    )Write-down of rental property
    
    
    
    
    
    
    (286
    )Gain on disposition of properties, net of unamortized discount
on wraparound mortgages
    
    
    1,474
    
    
    
    806Net loss
    
    
    (6,036
    )
    
    
    (2,623
    )Partners deficit:Beginning of period
    
    
    (33,870
    )
    
    
    (30,900
    )Net change in unrealized (loss) gain on investment securities
    
    
    84
    
    
    
    (347
    )End of period
    
    $
    (39,822
    )
    
    $
    (33,870
    )Net loss per unit
    
    $
    (61.75
    )
    
    $
    (26.83
    )Weighted average units outstanding
    
    
    97,752
    
    
    
    97,752
 
 (1)
    
    See Note 3: Related Party Transactions.  4




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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
 
 Combined Statements of Cash Flows
Years Ended December 31, 2008 and 2007
(in thousands, except per-unit data)
 2008
    
    
    2007Cash flows from operating activities:Net income
    
    $
    (6,036
    )
    
    $
    (2,623
    )Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    4,120
    
    
    
    4,403Amortization of discount (1)
    
    
    9,538
    
    
    
    6,888Net gain on disposition of properties
    
    
    (1,474
    )
    
    
    (806
    )Realized loss (gain) on investment securities
    
    
    1,120
    
    
    
    (214
    )Write-down of rental property
    
    
    
    
    
    
    286Change in assets and liabilitiesDecrease in tenant accounts receivable
    
    
    56
    
    
    
    124Increase in unbilled rent receivable
    
    
    (109
    )
    
    
    (113
    )Decrease (increase) in accounts receivable and other assets (1)
    
    
    1,112
    
    
    
    (492
    )(Decrease) increase in accounts payable and other liabilities (1)
    
    
    (402
    )
    
    
    357(Decrease) increase in deferred revenue
    
    
    (138
    )
    
    
    277Net cash provided by operating activities
    
    
    7,787
    
    
    
    8,087Cash flows from investing activities:Disposition of properties
    
    
    2,099
    
    
    
    7,492Acquisition of properties
    
    
    
    
    
    
    (329
    )Improvements to rental property
    
    
    (1,072
    )
    
    
    (2,294
    )Decrease in restricted cash
    
    
    141
    
    
    
    37Purchase of investment securities
    
    
    (8,050
    )
    
    
    (4,104
    )Sale of investment securities
    
    
    7,475
    
    
    
    1,821Net cash provided by investing activities
    
    
    593
    
    
    
    2,623Cash flows from financing activities:Payments on wraparound mortgages (1)
    
    
    (9,692
    )
    
    
    (10,870
    )Increase in wraparound mortgages
    
    
    407
    
    
    
    1,437Increase (decrease) in balance due to NPAEP
    
    
    49
    
    
    
    (38
    )Net proceeds from other borrowings (1)
    
    
    
    
    
    
    (436
    )Net cash used in financing activities
    
    
    (9,236
    )
    
    
    (9,907
    )(Decrease) increase in cash and cash equivalents
    
    
    (856
    )
    
    
    803Cash and cash equivalents:Beginning of period
    
    
    2,128
    
    
    
    1,325End of period
    
    $
    1,272
    
    
    $
    2,128Supplemental disclosure of cash flow information:Cash paid during the period for interest
    
    $
    2,025
    
    
    $
    2,378Supplemental disclosure of non-cash investing and financing activities:Note receivable arising from property sale transactions
    
    $
    300
    
    
    $
    Wraparound mortgages assumed with property acquisition
    
    $
    
    
    
    $
    3,890
 
 (1)
    
    See Note 3: Related Party Transactions.  5




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##### Table of Contents



NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
 
 
 (1)
    
    Formation and Description of BusinessNational Property Analysts Master Limited Partnership (NPAMLP), a limited partnership, was
formed effective January 1, 1990. NPAMLP is owned 99% by the limited partners and 1%
collectively by EBL&S, Inc., the managing general partner, and Feldman International, Inc.
(FII), the equity general partner.The properties included in NPAMLP consist primarily of shopping centers and freestanding,
single-tenant retail stores with national retailers as prime tenants. The ownership and
operations of these properties have been combined in NPAMLP pursuant to a consolidation of
properties owned by certain limited partnerships previously sponsored by National Property
Analysts, Inc. and its affiliates (NPA). NPAMLP intends to hold the properties until such time
as it is deemed prudent to dispose of them. The precise timing of disposition of the properties
is at the discretion of the managing general partner. However, in accordance with the
partnership agreement, the partnership will terminate on December 31, 2013.The properties of NPAMLP are owned by eighteen separate partnerships and limited liability
companies. Each partnership or limited liability company is a legally distinct entity and there
are no transactions between the various entities. Since each entity is under common control,
the financial statements are presented on a combined basis.The partnership agreement provides for a sharing of cash from the proceeds of sales of
properties. The partnership agreement generally provides that the limited partners of NPAMLP
receive 40% of the net proceeds, if any, from the sale of properties after repayment of the
third-party underlying mortgage obligations once the net proceeds, as defined in the partnership
agreement, from the sale of properties exceed a threshold amount of $45,000 (the Threshold).Through December 31, 2008, NPAMLP sold properties that generated approximately $36,602 in net
proceeds that have been applied as a reduction of the Threshold amount. NPAMLP has not
distributed any sales proceeds to its partners since its organization.Additionally, the limited partners of NPAMLP receive 40% of the cash flow, if any, from
operations in excess of debt service requirements and any capital improvements or reserves
considered necessary. The remaining cash flow, if any, is applied to the wraparound mortgages
in payment of accrued interest and then principal. It is not anticipated that NPAMLP will be in
a position to distribute cash flow to its partners in the foreseeable future.Under the terms of the NPAMLP partnership agreement, the limited partners are entitled to a 99%
share of any income or loss and the equity general partner is entitled to a 1% share.LiquidityNPAMLP has working capital as of December 31, 2008 and 2007, of approximately $3,109 and $4,479,
respectively, excluding amounts due to the managing general partner of $2,221 and $2,384,
respectively, and excluding amounts due to NPAEP of $3,248 and $3,199 at December 31, 2008 and
2007, respectively. NPAMLP has $1,272 of unrestricted cash and $2,306 available under line of
credit agreements at December 31, 2008, to meet its short-term obligations. Through December
31, 2008, NPAMLP has replenished its working capital reserves through the sale of properties on
which the holders of the second mortgage and the wraparound mortgage have released their liens.
In addition, as of December 31, 2008, the managing general partner has advanced approximately
$2,221 to NPAMLP, but may require the repayment of the advances for its own operational needs.
 6




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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
 (2)
    
    Summary of Significant Accounting Policies
 (a)
    
    Rental Property
 Rental properties are stated at original cost. Depreciation on buildings and building
improvements is calculated on the straight-line method over their estimated useful lives
of 30 years and 15 to 39 years, respectively.NPAMLP accounts for the property owned as tenants-in-common (TIC) with unaffiliated
third parties using the proportionate consolidation method, in accordance with SOP 78-9,
Accounting for Investments in Real Estate Ventures. NPAMLP owns an undivided interest
in the San Jose property through its 23.9% ownership of 2525 North First Street
Holdings, a Delaware Statutory Trust, and does not control the decisions over the
property or the other tenant-in-common interests. The financial statements reflect only
NPAMLPs percentage of the TICs real property, related mortgage, revenues and expenses.
NPAMLPs proportionate share at December 31, 2008 was as follows:
 2008
    
    2007Tenant-in-common property
    
    $
    22,662
    
    
    $
    22,662Wraparound mortgage payable, net of discount
    
    
    14,869
    
    
    
    15,833
 As required by Statement of Financial Accounting Standards (SFAS) No. 144, Accounting
for the Impairment or Disposal of Long-Lived Assets, rental properties are reviewed by
management for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of rental properties
is measured by comparison of the carrying amount of the properties to future net cash
flows expected to be generated by the properties or to an appraised amount. The
determination of future undiscounted cash flows requires significant estimates by
management, including the expected course of action at the balance sheet date that would
lead to such cash flows. Subsequent changes in estimated undiscounted cash flows arising
from changes in anticipated action to be taken with respect to the property could impact
the determination of whether an impairment exists and whether the effects could
materially impact the Companys net income. If any property is considered to be
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the property exceeds its fair value. Properties to be disposed are
reported at the lower of the carrying amount or the fair value less costs to sell.In July 2007, NPAMLP sold the property in Huntington, West Virginia. As a result of this
transaction, NPAMLP recognized a net loss of $286. In accordance with SFAS 144, NPAMLP
recognized this loss as an impairment charge in the second quarter of 2007. There were
no impairment charges for the year ended December 31, 2008.The estimated fair value of these properties was determined by management based on
projected cash flows and market trends.Gains or losses from the sales of property generally are recognized using the full
accrual method in accordance with the provisions of Statement of Financial Accounting
Standards No. 66, Accounting for Real Estate Sales.(b)
    
    Cash and Cash EquivalentsAll highly liquid interest-bearing deposits with original maturities of three months or
less are considered to be cash equivalents. Cash and cash equivalents at December 31,
2008 and 2007 were held in the custody of multiple financial institutions. The balances,
at times, may exceed federally insured limits. NPAMLP mitigates this risk by depositing
funds with major financial institutions.
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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
 At December 31, 2008 and 2007, cash was held in multiple accounts maintained at three
separate financial institutions. At December 31, 2008 and 2007, the total cash balance
held at these institutions was approximately $1,519 and $2,405, respectively. These
balances exceeded federally insured limits by approximately $919 and $2,205,
respectively.(c)
    
    Restricted CashRestricted cash consists principally of amounts held in escrow by lending institutions
for real estate taxes.(d)
    
    Accounts ReceivableAccounts receivable include current accounts receivable, net of allowances, and other
accruals.NPAMLP regularly reviews the collectability of its receivables and the credit
worthiness of its customers and adjusts its allowance for doubtful accounts,
straight-line rent receivable balance and tenant improvement and leasing costs
amortization accordingly.(e)
    
    Investment SecuritiesInvestment securities, consisting of mutual funds and common stock, are classified
as available for sale and carried at estimated fair value. Realized gains and losses on
the sale of investment securities are recorded on the trade date and are determined using
the specific identification method. Unrealized gains and losses on the investment
securities are included as a separate component of Partners deficit.(f)
    
    Discount on Wraparound MortgageThe discount on wraparound mortgages represents the difference between the present value
of mortgage payments at the stated interest rate (see Footnote 9) and the imputed rate of
12%. NPAMLP adjusts the discount on wraparound mortgages for changes in the projected
cash flows. The resultant increase or decrease in the discount is recorded as interest
expense in the year of the adjustment. The discount is amortized using the interest
method over the terms of the mortgages and is recorded as interest expense. In
accordance with APB No. 26, Early Extinguishment of Debt, NPAMLP accounts for the
unamortized discount on wraparound mortgages related to wraparound mortgages that have
been extinguished as losses or gains of the period of extinguishment.(g)
    
    Rental IncomeRental income is recognized on a straight-line basis over the terms of the respective
leases. Unbilled rent receivable represents the amount by which the straight-line
rentals exceed the current rent collectible under the payment terms of the lease
agreements. Percentage rent represents rental income that the tenant pays based on a
percentage of its sales, either as a percentage of total sales or as a percentage of
sales in excess of a threshold amount. Percentage rent and tenant pass-through charges
including common area maintenance, real estate taxes and property insurance are
recognized in income when earned and are recorded as Other charges to tenants.(h)
    
    Income TaxesNo provision has been made in the combined financial statements for income taxes, as any
such liability is the liability of the individual partners.(i)
    
    Fair Value of Financial InstrumentsSFAS No. 107, Disclosures About Fair Value of Financial Instruments, requires disclosure of
the fair value of certain financial instruments. Cash, investment securities, tenant accounts
receivable, accounts payable, and other liabilities as reflected in the combined financial
statements approximate fair value
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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
 because of the short-term maturity of these instruments. In accordance with SFAS No. 107,
NPAMLP has determined the estimated fair value of its wraparound mortgages based on
discounted future cash flows at a current market rate. Management estimates that the
carrying value approximates the estimated fair value of the wraparound mortgages at
December 31, 2008 and 2007.(j)
    
    Discontinued OperationsIncome or loss from operations of sold properties is reported as discontinued operations
in accordance with Statement of Financial Standards (SFAS) No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets.(k)
    
    Forgiveness of Related Party IndebtednessIn accordance with Accounting Principles Board Opinion No. 26, Early Extinguishment of
Debt, NPAMLP accounts for forgiveness of debt from a related party (see Note 3) as a
capital transaction.(l)
    
    Use of EstimatesThe preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Significant
estimates have been made by management with respect to the recoverability of the carrying
amounts of rental property. Actual results could differ from these estimates.(m)
    
    ReclassificationsIt is policy of NPAMLP to reclassify prior year financial statements to conform to the
current years presentation in accordance with SFAS No. 144. Such reclassifications have
no effect on Net income or loss in the Combined Statements of Operations and Changes in
Partners Deficit.(n)
    
    New pronouncementsIn March 2008, the EITF of the FASB issued No. 07-4, Application of the Two-Class Method
under FASB Statement No. 128, Earnings per Share, to Master Limited Partnerships. This
Issue by the EITF affects how a master limited partnership (MLP) allocates income
between its general partner, which typically holds incentive distribution rights (IDRs)
along with the general partner interest, and the limited partners. It is not uncommon for
MLPs to experience timing differences between the recognition of income and partnership
distributions. The amount of incentive distribution is typically calculated based on the
amount of distributions paid to the MLPs partners. The issue is whether current period
earnings of an MLP should be allocated to the holders of IDRs as well as the holders of
the general and limited partnership interests when applying the two-class method under
FASB Statement No. 128 Earnings per Share. Issue No. 07-4 is effective for fiscal years
beginning after December 15, 2008, and interim periods within those years. NPAMLP is not
a publicly traded MLP and the general partners do not hold IDRs, therefore the adoption
of Issue 07-4 will not have an impact on the combined financial statements of NPAMLP.In December 2007, the FASB issued SFAS 160, Noncontrolling Interests in Consolidated
Financial Statements  an amendment of ARB No. 51(SFAS 160). The objective of SFAS
160 is to improve the relevance, comparability, and transparency of the financial
information that a reporting entity
provides in its consolidated financial statements by establishing accounting and
reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. SFAS 160 is effective for financial statements issued
for fiscal years beginning on or after December 15, 2008 and
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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
 interim periods within those fiscal years. NPAMLP does not expect the implementation of
SFAS 160 to have a material impact on its combined financial statements.In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities(SFAS 159), which is effective as of the beginning of
an entitys first fiscal year beginning after November 15, 2007. This statement allows
the measurement at fair value of financial instruments and certain other items that
currently are not required to be measured at fair value. The objective of SFAS 159 is to
improve financial reporting by providing entities with the opportunity to mitigate
volatility in reported earnings caused by measuring related assets and liabilities
differently without having to apply complex hedge accounting provisions. The fair value
option established by this Statement permits the measurement of eligible items at fair
value at specified election dates, with unrealized gains and losses on the items for
which the fair value option has been elected reported in earnings at each subsequent
reporting date. Effective January 1, 2008, NPAMLP adopted the provisions of SFAS No. 159.
NPAMLP did not elect the fair value option under SFAS 159 for any of its financial
assets or liabilities.In September 2006, the FASB issued Statement of Financial Accounting Standards 157, Fair
Value Measurements(SFAS 157),which provides guidance on measuring the fair value of
assets and liabilities. SFAS 157 applies to other accounting pronouncements that require
or permit assets or liabilities to be measured at fair value but does not expand the use
of fair value to any new circumstances. This standard also requires additional
disclosures in both annual and quarterly reports. SFAS 157 is effective for financial
statements issued for fiscal years beginning after November 15, 2007. In February 2008,
the FASB issued two Staff Positions on SFAS 157: (1) FASB Staff Position No. FAS 157-1
(FAS 157-1), 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,and (2) FASB Staff Position
No. FAS 157-2 (FAS 157-2),Effective Date of FASB Statement No 157.FAS 157-1 excludes
FASB Statement No. 13, Accounting for Leases, as well as other accounting pronouncements
that address fair value measurements on lease classification or measurement under
Statement 13, from SFAS 157s scope. FAS157-2 partially defers Statement 157s effective
date. . In October 2008, the FASB issued FAS 157-3, Determining the Fair Value of a
Financial Asset When the Market for That Asset Is Not Active. Effective January 1, 2008,
NPAMLP adopted the provisions of SFAS No. 157 that relate to its financial assets. The
fair value of marketable securities is within the Level 1 hierarchy, as defined in SFAS
157, and is based on quoted market prices in active markets for identical assets as of
December 31, 2008.
The fair value of wraparound mortgages is within Level 3 hierarchy as defined in SFAS 157
and is based on managements own observations and data. Management does not expect the
adoption of FAS 157-3 to have a material impact on NPAMLPs financial statements.
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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
 (3)
    
    Related-Party TransactionsNPAMLP is owned 99% by the limited partners and 1% collectively by EBL&S, Inc., the managing
general partner and FII, the equity general partner. EBL&S, Inc. assigned its economic
interest as general partner to FII, and FII was admitted as the equity general partner on
September 30, 1998. EBL&S, Inc. is owned by E&H Properties, Inc. (E&H), a corporation owned
and controlled by Edward B. Lipkin (Lipkin), a related party.At its formation, NPAMLP entered into a leasing and property management agreement with EBL&S
Property Management, Inc. (EBL&S), which is owned entirely by E&H. Under the agreement,
EBL&S is to receive a property management fee equal to 5% of the gross annual rentals
collected, including tenant reimbursements for common area maintenance charges, real estate
taxes and property insurance. EBL&S is also entitled to receive leasing commissions for
obtaining or renewing leases and reimbursement for services provided to NPAMLP for
partnership administration. The leasing commissions paid or due to EBL&S are deferred over
the life of their respective leases and are included in Other assets on the Balance Sheet.
The leasing commissions due to EBL&S are included in Accounts payable and other liabilities
on the Balance Sheet.Management fees and administrative services are paid exclusively to EBL&S and are included in
the Statement of Operations. The Wraparound mortgages payable are held by NPAEP, which is
controlled by Lipkin. Due to NPAEP, unamortized discount and interest expense are all
financial statement accounts, which relate directly to the Wraparound mortgages payable.
Other borrowings represent amounts due to E&H Properties of Delaware, Inc., a subsidiary of
E&H (EHD). Included within Accounts payable and other liabilities as of December 31, 2008,
are $2,221 due EBL&S, $120 due EHD and $245 due limited partnerships where Lipkin has a
controlling interest. As of December 31, 2007 the amounts included in Accounts payable and
other liabilities due to EBL&S, EHD and limited partnerships where Lipkin has a controlling
interest were $2,384, $110 and $210, respectively. The amounts due to EBL&S were primarily
for property management fees, leasing commissions, legal fees, administrative services and
cash advances for debt service. Amounts earned by EBL&S for the years ended December 31 were
as follows:
 2008
    
    
    2007Property management fees
    
    $
    561
    
    
    $
    633Leasing commissions
    
    
    27
    
    
    
    17Administrative services and legal fees
    
    
    177
    
    
    
    225Total
    
    $
    765
    
    
    $
    875
 In October 2007, NPAEP purchased an 82.4% tenant-in-common interest in one of the parcels of
land in Marquette, Michigan that is ground leased by NPAMLP. The annual ground rent received
by NPAEP will be $18. There were no changes to any of the terms of the ground lease as a
result of this transaction.In October 2005, ARJAX Railroad Associates II, LLC (ARJAX), a limited liability company
controlled by Lipkin, acquired from a third party land owner, certain real property in San
Mateo, California, that was leased to NPAMLP under a ground lease scheduled to expire in
February 2025. Annual rent due under the ground lease was $96. In the fourth quarter of 2006,
NPAMLP sold its leasehold interest in the San Mateo property to ARJAX. The purchase price
for the sale of the leasehold interest was $13,900 and was based on the fair market value of
NPAMLPs leasehold interest in the San Mateo property as determined by a national valuation
firm familiar with similar commercial properties and real estate in the San Mateo geographic
area. Pursuant to the terms of the agreement of sale for this transaction the purchase price
was satisfied with the conveyance to NPAMLP of a 14.8% tenant-in-common interest in an office
building in San Jose, California.
To complete the tax-deferred exchange arising from the sales of the New Hope, MN and North
Sarasota, FL properties in 2006, NPAMLP acquired an additional 9.1% tenant-in-common interest
in the same San Jose, CA building. Such interests were acquired from National Property
Analysts Management Company (NPAMC), a limited partnership controlled by Lipkin.
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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
 As the term of the lease of the tenant occupying the San Jose property is currently scheduled
to expire before the financing on the property is satisfied, the property could be lost to
foreclosure at that time. In order to protect NPAMLPs interest and to ensure the value of the consideration received by NPAMLP in
exchange for the leasehold interest, NPAMC caused NPAEP to agree to modify the terms of the
wrap mortgage by offsetting the wrap indebtedness held by NPAEP by an amount equal to the
$13,900 purchase price compounded monthly based on a 6.43% annual interest rate. The wrap
mortgage offset would be calculated at the time of disposition of the San Jose property.NPA and its principals owned 4,362 of the 100,000 units of NPAMLP as of December 31, 1997.
During 1998, NPA and its principals redeemed their interests in NPAMLP in exchange for the
transfer of the Trenton, New Jersey property and related wraparound mortgage obligations. As
a result, NPA and its principals did not own any of the 97,752 units of NPAMLP at December
31, 2008 and 2007, respectively.NPA holds purchase money mortgages on certain properties of NPAMLP. The purchase money
mortgages aggregated approximately $11,300 and $13,070 at December 31, 2008 and 2007,
respectively.(4)
    
    Tenant LeasesAt December 31, 2008 and 2007, NPAMLP effectively owned and operated 24 and 26 properties,
respectively, that were comprised principally of shopping centers and free standing,
single-tenant retail stores with approximately 80 tenants, under various lease agreements
which are treated as operating leases.In addition to minimum rental payments, the leases generally provide for additional rents
based on operating results of the tenants, reimbursement for certain common area maintenance
charges, real estate taxes and property insurance and renewal options. The leases expire
under their original terms at various dates between 2009 and 2035.Future minimum lease rentals to be received under noncancellable leases are approximately:
 2009
    
    $
    11,9162010
    
    
    10,7172011
    
    
    9,8462012
    
    
    9,3882013
    
    
    6,753Thereafter
    
    
    36,020Total
    
    $
    84,640
 Rental income includes approximately $288 and $397, related to percentage rents for the years
ended December 31, 2008 and 2007, respectively.
 (5)
    
    Major Tenants
 NPAMLPs primary anchor tenants are Sun Microsystems, Sears Holdings Corporation and its
subsidiaries (Sears) and CVS Corporation (CVS). In 2008 and 2007, Sun Microsystems
accounted for approximately 23% and 19%, respectively, of the rental income received by
NPAMLP. In 2008 and 2007, Sears accounted for approximately 19% and 18%, respectively, of
the rental income received by NPAMLP and CVS accounted for approximately 14% and 11%,
respectively of the rental income received by NPAMLP. As of December 31, 2008, NPAMLP had 1
lease with Sun Microsystems for approximately 250,000 square feet. As of December 31, 2008,
NPAMLP had 7 leases with Sears aggregating approximately 704,000 square feet
and 5 leases with CVS aggregating approximately 57,000 square feet. As of December 31, 2008
and 2007, NPAMLP was due $24 and $84, respectively, from Sears under its leases. As of
December 31, 2008 and 2007, no amounts were due from either Sun Microsystems or CVS under
their respective leases.
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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
 At December 31, 2008, two tenants owed NPAMLP amounts in excess of 10% of total Accounts
receivable. Sears and Grandview Retail Stores represented 28% and 17%, respectively, of
Accounts receivable at December 31, 2008. At December 31, 2007, one tenant owed NPAMLP
amounts in excess of 10% of total Accounts receivable. Sears represented 76% of Accounts
receivable at December 31, 2007.(6)
    
    Impairment or Disposal of Long-Lived AssetsOn January 1, 2002, NPAMLP adopted Financial Accounting Standards Board Statement of
Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets.SFAS No. 144 addresses financial accounting and reporting for the
impairment or disposal of long-lived assets and supercedes SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.However, SFAS No. 144 retains the fundamental provisions of SFAS No. 121 for (a) recognition
and measurement of the impairment of long-lived assets to be held and (b) measurement of
long-lived assets to be disposed of by sale. SFAS No. 144 supercedes the accounting and
reporting provisions of Accounting Principles Board (APB) Opinion No. 30, Reporting the
Results of Operations-Reporting the Effects of Disposal of a Segment of a Business and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions,for the disposal
of a segment of a business. However, SFAS No. 144 retains the requirements of APB Opinion
No. 30 to report discontinued operations separately from continuing operations and extends
that reporting to a component of an entity that either has been disposed of (by sale, by
abandonment, or in distribution to owners), or is classified as held for sale. Accordingly,
the results of operations of properties disposed of or held for sale have been classified as
Discontinued operations in the Combined Statement of Operations and Changes in Partners
Deficit.For the years ended December 31, 2008 and 2007, NPAMLP recognized in Income (loss) from
operations of discontinued components, revenue of $168 and $1,423, and expenses of $561 and
$1,029, respectively.In January 2008, NPAMLP sold the property in Yazoo City, Mississippi. As a result of this
transaction, NPAMLP recognized a net gain on sale in the amount of $1,515. The sale generated
$2,072 in net proceeds (excluding a 7% promissory note of $300 due in January 2013. This note
was paid off in March 2009), of which $2,000 were remitted to NPAEP and applied as a
principal reduction on the balance of the wraparound mortgage. The principal balance of the
wraparound mortgage on the Yazoo City property, in the amount of $1,076, remains a liability
of NPAMLP. In March 2008, NPAMLP sold the remaining property in Wheelersburg, Ohio that was
not sold in December 2007 (see below). As a result of this transaction, NPAMLP recognized a
net loss on sale of $41. The net proceeds from this transaction in the amount of $27 were
retained by NPAMLP. The principal balance of the wraparound mortgage on the Wheelersburg
property, in the amount of $1,094, remains a liability of NPAMLP.In 2006, NPAMLP entered into an agreement with the anchor tenant at the East Haven property
to terminate its lease upon 90 days notice from NPAMLP. In 2007, a new termination agreement
and new lease was entered into with the anchor tenant. The 2007 termination agreement
provided for a payment of $1,700 to the anchor tenant in January 2007, which was made by
NPAMLP. In order to fund the payment, NPAMLP borrowed the necessary funds from EHD under the
line of credit with EHD. Under the terms of the new
lease, the anchor tenant remained in occupancy on a month-to-month basis until June 2007 when
a portion of the property was sold (see below).In January 2007, NPAMLP entered into a contract to sell a portion of the East Haven,
Connecticut property in a transaction structured to be a tax-deferred exchange in accordance
with section 1031 of the Internal Revenue Code. In accordance with the agreement of sale, the
buyer remitted $850 to NPAMLP in February 2007, which was comprised of a $350 deposit and
$500 of the cost to terminate the lease with anchor tenant (see above). The net cost of the
lease termination of $1,200 was capitalized. The sale was completed in July
2007. As a result of the sale, NPAMLP recognized a net gain of $2,187 in the third quarter,
including the write-off of the capitalized lease termination costs. In August 2007, NPAMLP
completed the purchase side
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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
 of the tax-deferred exchange transaction with the purchase of a leasehold interest in a CVS
store in Lawndale, California. In July 2007, NPAMLP sold the property in Huntington, West
Virginia. As a result of this transaction, NPAMLP recognized a net loss of $286. In
accordance with SFAS 144, NPAMLP recognized this loss as an impairment charge in the second
quarter of 2007. Net proceeds from the sale in the amount of $1,421 were retained by NPAMLP.
The principal balance of the wraparound mortgage indebtedness on the Huntington property, in
the amount of $3,025 remains a liability of NPAMLP.In December 2007, NPAMLP sold a portion of the property in Wheelersburg, Ohio. As a
result of this transaction NPAMLP recognized a net gain of $75. Net proceeds from the
sale in the amount of $434 were retained by NPAMLP.(7)
    
    Ground Leases / Finance Lease ObligationNPAMLP is obligated under 11 noncancellable ground leases that expire between 2010 and
2078, excluding renewal options.During the year ended December 31, 1991, NPAMLP sold the land underlying the Chesapeake,
Virginia; Fairborn, Ohio; Kalamazoo, Michigan; Philadelphia, Pennsylvania and Seven
Hills, Ohio properties and simultaneously entered into ground leases to leaseback the
land from the buyer that expire between 2003 and 2012. The aggregate proceeds from the
five land sales were $2,650 and were recorded as Finance lease obligations. The amounts
paid in accordance with these ground leases are recorded as interest expense. Any gain
or loss from the transactions will be recognized at the date upon which title to the
buildings is conveyed to the ground lessor. During the term of these ground leases,
including renewal options, NPAMLP is responsible for maintaining the buildings and
building improvements, as well as making the respective mortgage payments.Under the terms of the above 1991 sales, at the expiration of the respective 1991 ground
leases, including renewal options, title to the buildings will be conveyed to the buyer
with no additional consideration and any amounts still outstanding under the respective
wraparound mortgages will remain the liability of NPAMLP. Future minimum lease payments
under all noncancellable ground leases as of December 31, 2008 are approximately:
 2009
    
    $
    1,0142010
    
    
    8332011
    
    
    7852012
    
    
    7762013
    
    
    571Thereafter
    
    
    6,801Total
    
    $
    10,780
 Total rental expense for ground leases for the years ended December 31, 2008 and 2007
was approximately $767 and $601, respectively. In addition, interest expense for the
years ended December 31, 2008 and 2007 was approximately $321 and $281, respectively.
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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
 (8)
    
    Other BorrowingsNPAMLP has a line of credit with E&H Properties of Delaware, Inc. (EHD), a related party, for
EHD to advance up to $2,500 to NPAMLP for the purpose of making capital and tenant
improvements to the properties. Pursuant to the resulting agreement, the obligation of EHD
to make advances to NPAMLP is at all times the sole and absolute discretion of EHD. The line
bears interest based on the prime rate (3.25% at December 31, 2008) and is scheduled to
expire in May 2009. Any amounts advanced to NPAMLP are not directly secured by any
collateral.As of December 31, 2008 and 2007, $194 was owed by NPAMLP, respectively, under this line of
credit, excluding $120 and $110 in accrued interest at December 31, 2008 and 2007,
respectively. Total interest expense under the line of credit for each of the years ending
December 31, 2008 and 2007, was $10 and $55, respectively.(9)
    
    Wraparound MortgagesThe properties combined in NPAMLP are subject to nonrecourse wraparound mortgages. The
wraparound mortgages are cross-collateralized among the properties owned by NPAMLP. The
wraparound mortgages are secured by liens on the properties and are subordinate to the
third-party underlying mortgage obligations and the purchase money mortgages, collectively
the senior mortgage obligations. The wraparound mortgages are payable to NPAEP, and NPAEP is
liable to the holders of the senior mortgage obligations. Each wraparound mortgage is secured
by liens on specific properties and is subordinate to the senior mortgage obligations as
stated above. The wraparound mortgages are not subject to any financial covenants.In prior years, NPAEP had forgiven the wraparound mortgages remaining after the disposition
of properties that were owned by NPAMLP. There was no forgiveness of wraparound mortgage
indebtedness in 2008 and 2007.NPAMLP adjusts the discount on wraparound mortgages for changes in the projected cash flows.
The resultant increase or decrease in the discount is recorded as interest expense in the
year of the adjustment. Changes in projected cash flows result primarily from managements
re-evaluation of projected cash flows from tenants as well as additional principal payments
arising from property sales. In 2008, NPAMLP increased the discount on wraparound mortgages
and recognized a reduction in interest expense in the amount of $971, and in 2007, NPAMLP
increased the discount on wraparound mortgages and recognized a reduction in interest expense
in the amount of $2,755. The amount of the adjustment to interest expense and presented as
discontinued operations in 2008 and 2007 was $531 and $1,322, respectively.In accordance with APB No. 26, Early Extinguishment of Debt, NPAMLP accounts for the
unamortized discount on wraparound mortgages related to wraparound mortgages that have been
extinguished as losses or gains of the period of extinguishment. In 2007, the balance of the
wrap mortgage on the Ardmore, Oklahoma property was paid off. As such, for the year ending
December 31, 2007, NPAMLP recognized a loss of $1,444 related to the early extinguishment of
the wraparound mortgages.The wraparound mortgages have maturity dates varying from January 2010 to December 2013 and a
stated interest rate of 4.1%. Certain wraparound mortgages are fully amortized over the life
of the mortgage loan while other wraparound mortgages require balloon payments to satisfy the
wraparound mortgage obligations. Wraparound mortgage principal payment requirements for the
next five years are approximately:
 2009
    
    $
    8,4842010
    
    
    8,8522011
    
    
    9,2202012
    
    
    10,8042013
    
    
    127,378
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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
 (10)
    
    Investment Securities Available for SaleInvestments in available for sale mutual funds and common stock securities were as follows as
of December 31, 2008, and 2007:
 December 31, 2008Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    MarketCost
    
    
    Gains
    
    
    Losses
    
    
    ValueMutual funds
    
    $
    2,690
    
    
    $
    67
    
    
    $
    (7
    )
    
    $
    2,750Common stock
    
    
    104
    
    
    
    
    
    
    
    (71
    )
    
    
    33Securities available for sale
    
    $
    2,794
    
    
    $
    67
    
    
    $
    (78
    )
    
    $
    2,783
 December 31, 2007Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    MarketCost
    
    
    Gains
    
    
    Losses
    
    
    ValueCommon Stock
    
    $
    3,348
    
    
    $
    72
    
    
    $
    (167
    )
    
    $
    3,253Securities available for sale
    
    $
    3,348
    
    
    $
    72
    
    
    $
    (167
    )
    
    $
    3,253
 (11)
    
    Partners DeficitFollowing is a summary of the combined changes in partners deficit for the two years ended
December 31, 2008 (in thousands except unit data):
 Units
    
    
    Partners DeficitGeneral
    
    
    Limited
    
    
    
    
    
    
    General
    
    
    LimitedPartners
    
    
    partners
    
    
    Total
    
    
    partners
    
    
    partners
    
    
    TotalJanuary 1, 2007
    
    
    1,000
    
    
    
    96,752
    
    
    
    97,752
    
    
    
    (310
    )
    
    
    (30,590
    )
    
    
    (30,900
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (26
    )
    
    
    (2,597
    )
    
    
    (2,623
    )Unrealized gain on
investment
securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3
    )
    
    
    (344
    )
    
    
    (347
    )December 31, 2007
    
    
    1,000
    
    
    
    96,752
    
    
    
    97,752
    
    
    
    (339
    )
    
    
    (33,531
    )
    
    
    (33,870
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (60
    )
    
    
    (5,976
    )
    
    
    (6,036
    )Net change in
unrealized loss on
investment
securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8
    
    
    
    76
    
    
    
    84December 31, 2008
    
    
    1,000
    
    
    
    96,752
    
    
    
    97,752
    
    
    $
    (391
    )
    
    $
    (39,431
    )
    
    $
    (39,822
    )
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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
 (12)
    
    Commitments and ContingenciesUpon NPAMLPs formation, the titles of the properties of the Electing Partnerships were to be
transferred to NPAMLP. State and local laws vary with respect to transfer taxes and are
susceptible to varying interpretations. NPAMLPs interpretation of the laws relating to
these transfer taxes could result in significant adjustments if successfully challenged by
the respective taxing authority; however, a reasonable estimation of the potential liability,
if any, cannot be made at this time.NPAMLP is involved in various claims and legal actions arising in the ordinary course of
property operations. In the opinion of the managing general partner, the ultimate
disposition of these matters will not have a material adverse effect on NPAMLPs combined
financial statements.In June 2006, NPAMLP and a limited liability company controlled by Lipkin (ARJAX) entered
into an agreement with an anchor tenant (the Agreement), whereby the lease with the anchor
tenant would be assigned to NPAMLP or ARJAX effective February 2009 (the Effective Date).
In consideration for the assignment, the anchor tenant would receive payments totaling $2,550
during the period from June 2006 through the Effective Date. To date, ARJAX has remitted
$1,300 to the anchor tenant in accordance with the terms of the Agreement. In addition, the
anchor tenant will be obligated to complete, by the Effective Date, $500 in repairs or
improvements to six other stores leased from NPAMLP, which would otherwise be the
responsibility of NPAMLP. Under the Agreement, the commitment to the anchor tenant is borne
by ARJAX and NPAMLP, however it is anticipated that ARJAX shall fund all of the consideration
due. In September 2006, NPAMLP sold the property encumbered by the affected anchor tenant
lease to ARJAX. NPAMLP would be liable for the payments required under the Agreement should
ARJAX fail to do so. Lipkin has personally guaranteed the obligations to the anchor tenant
under the Agreement. In June 2008, the Agreement was amended extending the Effective Date to
January 31, 2011.(13)
    
    Future Interest AgreementIn March 2003 NPAMLP, NPAEP and PVPG, entered into an Agreement, effective as of January 1,
2003 (the 2003 Agreement), in which NPAEP and PVPG agreed with NPAMLP to modify the terms of
Wrap Mortgages held by NPAEP and PVPG. The terms of the 2003 Agreement provide that NPAEP and
PVPG will: (a) reduce to 4.1% per year the annual interest rate payable on any NPAEP Wrap Note
or PVPG Wrap Note that bears a stated annual interest rate in excess of that amount (the
reduction in the interest rate was evaluated by NPAMLP in accordance with Emerging Issues Task
Force 96-19, Debtors Accounting for a Modification or Exchange of Debt Instruments,and was
determined not to be a substantial modification of terms as defined therein); (b) remove
certain of the properties secured by the NPAEP and PVPG Wrap Mortgages from the burden of the
cross-default and cross-collateralization provisions currently contemplated by the
Restructuring Agreement effective as of January 1, 1990 by and among MLPG, NPAMLP, National
Property Analysts, Inc. and others; and (c) agree to release the lien of the Wrap Mortgages
from the Properties upon a sale of or the assignment of a leasehold estate in any Property
prior to the maturity of the applicable Wrap Note. In consideration for the above, NPAMLP
will modify the NPAEP Wrap Mortgages and the PVPG Wrap Mortgages to provide that (i) there is
an event of default under the applicable NPAEP Wrap Mortgages or PVPG Wrap Mortgages, as the
case may be, if a judgment or other lien is entered against the title or lease-holding entity
thereby entitling NPAEP or PVPG, as the case may be, to avail itself of the post-default
rights or remedies under the relevant security document; and (ii) for cross-default and
cross-collateralization among the Unaudited Partnerships and, separately, among the Audited
Partnerships. In additionNPAMLP shall execute and deliver to NPAEP or PVPG, as the case may be, a currently recordable
deed of future interest (or assignment of future leasehold interest) sufficient to convey to
NPAEP or PVPG, as the
case may be, all of NPAMLPs right, title, interest and estate in and to its fee or leasehold
interest in the encumbered properties effective upon the maturity on December 31, 2013 of the
NPAEP Wrap Mortgages and the PVPG Wrap Mortgages unless the Wrap Mortgages have previously
been paid in full.
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