UNITED STATES


SECURITIES AND EXCHANGE COMMISSION





WASHINGTON, D.C. 20549





FORM 10-K





xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF


THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended                                                                      December 31, 2010





 ̈ 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


(Exact name of registrant as specified in its charter)





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)





Registrant's telephone number, including area code: (215)790-4700





Securities registered pursuant to Section 12(b) of the Act:





Title of each class
Name of each exchange onwhich registeredNone
N/A





Securities registered pursuant to Section 12(g) of the Act:





Units of Limited Partnership Interest


(Title of class)





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.


Yes  ̈     No x





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.


Yes   ̈    No  x





Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or Section 15 (d) of the Exchange Act from their obligations under those Sections.





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


Yes  x    No   ̈





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act.





Large Accelerated Filer  ̈
Accelerated Filer                   ̈Non-Accelerated Filer    ̈ (Do not check if a smaller reporting company)
Smaller reporting company  x





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Yes   ̈  No  x





Aggregate Market Value of Voting and Non-Voting Common Equity Held by non-affiliates of the Registrant:  N/A





DOCUMENTS INCORPORATED BY REFERENCE





Part I

Part II

Part III

Part IV(None)

(None)

(None)

Exhibits from Form 10Registration 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.









INDEX





PagePART IItem 1.

BusinessI.

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.

Removed and Reserved

14PART IIItem 5.

Market for the Registrant's CommonEquity, Related Stockholder Matters and IssuerPurchases 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 ofFinancial Condition and Results of Operations

16I.

Liquidity and Capital Resources

16II.

Critical Accounting Policies

18III.

Factors That May Influence Future Results of Operations

19IV.

Results of Operations

20V.

Tabular Disclosure of Contractual Obligations

21VI.

Indebtedness Secured by the Properties

21Item 7(A)

Quantitative and Qualitative DisclosuresAbout Market Risk

24Item 8.

Financial Statements and Supplementary Data

24Item 9.

Changes in and Disagreements with Accountants onAccounting and Financial Disclosure

24Item 9(A)

Controls and Procedures

24Item 9(B)

Other Information

25PART IIIItem 10.

Directors, Executive Officers and CorporateGovernance

26I.

Summary

26II.

Code of Ethics

26III.

Audit Committee Financial Expert

26Item 11.

Executive Compensation

26Item 12.

Security Ownership of Certain Beneficial Ownersand Management and Related Stockholder Matters

27Item 13.

Certain Relationships and Related Transactions andDirector 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

30I.

Audit Fees

30II.

Tax Fees

30III.

All Other Fees

30IV.

Pre-approval Policies and Procedures

30PART IVItem 15.

Exhibits, Financial Statement Schedules

31I.

Documents Filed as Part of this Report

31SIGNATURES






33




ii




Forward-Looking Statements





From time to time, management may provide information, whether orally or in writing, including certain statements in this Annual Report on Form 10-K, which are deemed to be “forward-looking” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Litigation Reform Act”). These forward-looking statements reflect management’s current beliefs and expectations with respect to future events and are based on assumptions and are subject to risks and uncertainties and other factors outside management’s control that may cause actual results to differ materially from those projected.





The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “should” and similar expressions, as they relate to us, are intended to identify forward-looking statements. Such statements reflect management’s current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended or using other similar expressions. Management does not intend to update these forward-looking statements, except as required by law. In accordance with the provisions of the Litigation Reform Act, we are making the limited partners aware that such forward-looking statements, because they relate to future events, are by their very nature subject to many important factors that could cause actual results to differ materially from those contemplated by the forward-looking statements contained in this Annual Report on Form 10-K, and any exhibits to this Form 10-K. Such factors include, but are not limited to: the outcome of litigation and regulatory proceedings to which NPAMLP may be a party; actions of competitors; changes and developments affecting our industry; quarterly or cyclical variations in financial results; the ability to attract and retain tenants at market rates; interest rates and cost of borrowing; management’s ability to maintain and improve cost efficiency of operations; changes in economic conditions, political conditions,  and other factors that are set forth in the “Legal Proceedings” section, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and other sections of this Annual Report on Form 10-K, as well as in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.




iii




PART I





Item 1.    Business





I.  Summary





The following summary is qualified in its entirety by the more detailed information and financial statements appearing elsewhere in the Annual Report.  Reference is made to the Glossary, which appears at the end of this Item for the definition of certain capitalized terms used in the Summary and elsewhere in this Report.





A.  The Master Limited Partnership





National Property Analysts Master Limited Partnership (“NPAMLP”) was organized under the Delaware Revised Uniform Limited Partnership Act in January, 1990 as part of a consolidation of the operation of properties owned by certain limited partnerships (the “Partnerships”) previously sponsored by National Property Analysts, Inc. and its affiliates (“NPA”).  The term of NPAMLP will continue until December 31, 2013, unless sooner terminated in accordance with the terms of the limited partnership agreement of NPAMLP (the “Partnership Agreement”).  See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - V. Indebtedness Secured by the Properties - D. Future Interest Agreement.”





NPAMLP's principal executive offices are located at 230 South Broad Street, Mezzanine, Philadelphia, Pennsylvania 19102 (telephone: 215-790-4700).





B.  The General Partners





The General Partners of NPAMLP are EBL&S, Inc., an affiliate of NPA (the “Managing General Partner”) and Feldman International, Inc. (the “Equity General Partner”).  The Managing General Partner and the Equity General Partner are collectively referred to as the “General Partners”.  The Managing General Partner manages and controls all aspects of the business of NPAMLP.  The Managing General Partner is owned 100% by E & H Properties, Inc., an affiliate of NPA and holds no ownership interest in NPAMLP.  The Equity General Partner holds a 1% general partner interest in NPAMLP.  See “Item 13. Certain Relationships and Related Party Transactions.”





C.  The Properties and Indebtedness Secured by the Properties





NPAMLP owns 24 properties, inclusive of tenant-in-common (“TIC”) interests, as of December 31, 2010, which consist primarily of shopping centers and free standing, single tenant retail stores (the “Properties”).  The Properties are subject to certain indebtedness, which was incurred in connection with the acquisition of the Properties by the Partnerships.  See “Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations.”





D.  NPAMLP Objectives and Policies





NPAMLP intends to hold the Properties until such time as it is deemed prudent to dispose of the Properties.  However, the Partnership in accordance with the terms of the Partnership Agreement will terminate on December 31, 2013.  See further discussion under “II. NPAMLP Objectives and Policies”, below; see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - V. Indebtedness Secured by the Properties - D. Future Interest Agreement.”





E.  Limited Partners' Share of Cash Flow from Operations





The Limited Partners will receive, on an annual basis, 99% of the Cash Flow from Operations as defined in the Partnership Agreement.  It is not anticipated that NPAMLP will be in a position to distribute Cash Flow from Operations to its partners in the foreseeable future.





F.  Limited Partners' Share of Proceeds of Sales Distributions





Proceeds of Sales of the Properties available to be distributed by NPAMLP will be distributed 99% to the Limited Partners and 1% to the Equity General Partner.  It is not anticipated that NPAMLP will be in a position to distribute Proceeds of Sales to its partners in the foreseeable future.




1




G.  Allocations of Profits and Losses





Taxable income from NPAMLP operations or from a capital transaction will be allocated 99% to the Limited Partners and 1% to the Equity General Partner.  Taxable losses from NPAMLP operations or from capital transactions generally have been allocated 99% to the Limited Partners and 1% to the Equity General Partner.





H.  Compensation to the General Partner and Affiliates





The Managing General Partner will receive certain compensation for its services including reimbursement of certain of its expenses and the Equity Partner will receive a portion of Cash Flow from Operations and Proceeds of Sales of the Properties.  An affiliate of the Managing General Partner will receive a management fee for managing the Properties and a leasing fee for obtaining or renewing leases.  See “Item 13.  Certain Relationships and Related Party Transactions - I. Compensation and Fees.”





I.  Fiscal Year





NPAMLP's fiscal year begins on January 1 and ends on December 31 of each year.





II. NPAMLP Objectives and Policies





A.  NPAMLP Objectives





NPAMLP intends to hold the Properties until such time as it is deemed prudent to dispose of one or more or all of the Properties.  The precise timing of disposition of Properties is at the discretion of the Managing General Partner.  However, the Partnership in accordance with the terms of the Partnership Agreement is expected to terminate not later than December 31, 2013.  See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - V. Indebtedness Secured by the Properties - D. Future Interest Agreement.”





It is anticipated that the forgiveness of Wrap Mortgages, if any, and the process of selling Properties, which are owned by Unaudited Partnerships, and applying sales proceeds to make payments on the Wrap Mortgages will result in the Limited Partners having to report substantial taxable income when the Properties are sold without the corresponding receipt of any cash proceeds therefrom (unless and until the Threshold Amount has been exceeded). The Consolidation and Restructuring was intended to avoid a foreclosure of Properties and to preserve for Limited Partners the potential for deriving an economic benefit from the future sales of the Properties, while at the same time possibly deferring the recognition of taxable income for some Limited Partners.





The objectives of NPAMLP are to implement effective management, leasing, cost control and capital improvement policies and techniques with respect to the Properties, to: (i) preserve and protect NPAMLP's Properties in order to avoid the loss of any Properties to foreclosure; (ii) enhance the potential for appreciation in the value of NPAMLP's Properties; and (iii) eventually provide Cash Flow from Operations.  It is not anticipated that NPAMLP will be in a position to distribute Cash Flow from Operations to its partners in the foreseeable future.





The determination of whether a Property should be sold or otherwise disposed of will be made by the Managing General Partner after consideration of relevant factors, including performance of the Property, market conditions, the financial requirements of NPAMLP and the tax consequences to Limited Partners, with a view toward achieving the principal investment objectives of NPAMLP.  In connection with a sale of a Property, a purchase money obligation secured by a mortgage may be taken as part payment; there are no limitations or restrictions on NPAMLP's taking such purchase money obligations.  The terms of payment to NPAMLP are affected by custom in the area in which each Property is located and the then-prevailing economic conditions.  To the extent the Partnership receives notes and other property instead of cash on sales, such proceeds (other than any interest payable thereon) will not be included in Proceeds of Sales of the Properties until and to the extent the notes or other property are actually paid, sold, refinanced or otherwise disposed of; and therefore, the distribution of such proceeds to NPAMLP may be delayed until such time.




2




NPAMLP may not acquire additional properties.  However, in the Managing General Partner's discretion, NPAMLP may, in appropriate circumstances, exchange Properties for new properties in transactions structured to be non-taxable events in whole or in substantial part under Section 1031 of the Internal Revenue Code, and the proceeds of an involuntary conversion may be invested in property in transactions structured to be non-taxable in whole or in part under Section 1033 of the Internal Revenue Code.





B.  Competition for Tenants





NPAMLP's Properties consist primarily of shopping centers and freestanding, single tenant retail stores located in 14 states.  Of the 24 properties owned by NPAMLP, 14 properties have only 1 or 2 tenants (“Single Tenant Properties”).  The tenants in the Single Tenant Properties are primarily national retailers or supermarkets (“Anchor Tenants”).  The 10 remaining properties are multi-tenant shopping center properties (“Shopping Center Properties”).  The tenants in the Shopping Center Properties generally include Anchor Tenants and a variety of tenants occupying less substantial portions of the property (“Local Tenants”).





1.  Anchor Tenants





The Anchor Tenant leases at lease inception are usually for 15 to 25 years.  At December 31, 2010, NPAMLP had 127,847 square feet, or 6% of its total gross leasable area, of vacant Anchor Tenant spaces. The Anchor Tenant leases are at various stages of maturity.  Upon expiration of the initial lease term, renewal options are usually available to the Anchor Tenants.  See "Item 2. Properties."  The high concentration of minimum rent received from Anchor Tenants under the terms of long term leases generally provide NPAMLP with protection against a significant reduction in rental income; however, this also restricts the growth opportunity for NPAMLP.





NPAMLP's primary Anchor Tenants are Sun Microsystems, Sears Holdings  Corporation and its subsidiaries (“Sears”) and CVS Corporation (“CVS”), which in 2010 accounted for approximately 25%, 17% and 14%, respectively, of the rental income received by NPAMLP.  As of December 31, 2010, NPAMLP had 1 lease with Sun Microsystems for approximately 250,000 square feet.  The rent per square foot for the Sun Microsystems lease as of December 31, 2010, was $50.57.  As of December 31, 2010, no balance was due from Sun Microsystems under its lease.  As of December 31, 2010, NPAMLP had 6 leases with Sears aggregating approximately 620,000 square feet.  NPAMLP’s average rent per square foot for all of the Sears leases as of December 31, 2010, was $3.31.  As of December 31, 2010, approximately $84,000 was due from Sears under three (3) of its leases. As of December 31, 2010, NPAMLP had 5 leases with CVS aggregating approximately 57,000 square feet.  NPAMLP’s average rent per square foot for all of the CVS leases as of December 31, 2010, was $31.22.  As of December 31, 2010, there was $2,000 due from CVS under one of its leases.





The Managing General Partner has had periodic discussions with representatives of Sears to review and discuss with them their plans for the various Sears stores.  In the past, in instances where Sears stores were determined to be undersized and inadequate to accommodate Sears’ current needs, expansions of the existing facilities were undertaken wherever possible.  Management is currently unaware of any plans of Sears, or any of its other Anchor Tenants, to expand or close any of their stores owned by NPAMLP, although there can be no assurance that Sears, or any other Anchor Tenant, will not close stores in the future.





2.  Local Tenants





Marketing of Local Tenant space is accomplished through signage, direct mailing, advertisements and through coordinated listings with local leasing brokers.





The NPAMLP Properties' occupancy rate for Local Tenant space is 70% at December 31, 2010. The lease terms for Local Tenant space typically range from 1 to 3 years.  The competitive conditions applicable to Local Tenant space vary from Property to Property.  However, as a general matter, it can be said that the market for Local Tenant space is highly competitive and, with respect to NPAMLP Properties, is typically a function of NPAMLP's rental rates as compared to the local market.  However, in instances where a multi-tenant Property has Anchor Tenant space and the Anchor Tenant space is vacant (at December 31, 2010, two Shopping Center Properties have Anchor Tenant space which is vacant), the vacancy in the Anchor Tenant space makes the rental of the Local Tenant space more difficult.




3




C.  Prohibited Activities and Investments





NPAMLP does not engage in any business not related to the operations of the Properties.  Additionally, NPAMLP does not: (i) sell additional limited partnership interests in NPAMLP; (ii) issue limited partnership interests in exchange for property; (iii) issue senior securities or make loans or investments in real estate mortgages other than in connection with a contemplated purchase or sale or disposition of the Properties; (iv) make loans to the General Partners or its affiliates; (v) invest in or underwrite the securities of other issuers for any purpose, including investing in securities for the purpose of exercising control; (vi) operate in such a manner as not to be exempt from classification as an “investment company” for purposes of the Investment Company Act of 1940; (vii) purchase or lease any property from or sell or lease any property to the General Partners or its affiliates, except that with respect to leases, the General Partners and its affiliates may lease space in the Properties on terms no more favorable than those offered to non-affiliated persons; (viii) invest in junior mortgages or deeds of trust, except that the acquisition or granting of junior mortgages or deeds of trust in connection with the sale, purchase, financing or refinancing of a Property shall not be deemed to be investing in junior mortgages or deeds of trust; (ix) commingle the funds of NPAMLP with any other person's; (x) invest in limited partnership interests; (xi) construct or develop properties; (xii) enter into joint venture agreements; or (xiii) receive rebates or give-ups in connection with NPAMLP.





D.  Insurance on Properties





NPAMLP has liability insurance covering most of the Properties.  The third party liability coverage insures, among others, NPAMLP and the General Partners.  Property insurance has also been obtained that insures NPAMLP for fire and other casualty losses in an amount that covers the replacement cost of the covered Properties. NPAMLP does not maintain property and liability insurance on Properties for which the Anchor Tenants are responsible for providing such insurance. In addition, NPAMLP is covered under fidelity insurance policies in amounts that the Managing General Partner deems sufficient.  Such insurance coverage is reviewed at least annually and adjusted to account for variations in value.





III.  Glossary





“Capital Improvement” shall mean any improvement to any Property that is required to be capitalized or amortized by NPAMLP, pursuant to accounting principles generally accepted in the United States of America.





“Capital Improvement Debt”shall mean indebtedness incurred by NPAMLP for Capital Improvements.





“Cash Flow from Operations” shall mean, with respect to NPAMLP, Operating Revenues less Operating Cash Expenses and Reserves.





“Consolidation” shall mean the consolidation of the ownership and operations of the Properties in NPAMLP.





“Debt Service” shall mean the aggregate principal and interest payments required on the Third Party Underlying Obligations in calendar year 1990 with respect to the Properties owned by NPAMLP.





“Equity General Partner” shall mean Feldman International, Inc., a Delaware corporation.





“Excess Proceeds” shall mean the Proceeds of Sales of the Properties in excess of the Minimum Payoff Amount and Capital Improvement Debt.




4




“General Partners” shall mean EBL&S, Inc., the Managing General Partner of NPAMLP and Feldman International, Inc., the Equity General Partner of NPAMLP.





“Investor Note Payments” shall mean the payment by Investor Note Payors of amounts becoming due on or after June 1, 1989 on the Investor Notes.





“Investor Note Payors” shall mean the limited partners of Partnerships who made payments which became due on or after June 8, 1989 on the Investor Notes.





“Investor Note Recovery”shall mean the Excess Proceeds available for distribution to NPAMLP after the first $28 million of Excess Proceeds has been retained by NPAMLP, in an amount equal to the lesser of the Investor Note Payments or $25 million.





“Investor Notes” shall mean the promissory notes executed and tendered by Limited Partners as payments for a portion of the purchase price of their interest in a Partnership.





“Limited Partners” shall mean all persons who hold limited partnership interests in NPAMLP.





“Management Agreement” shall mean the agreement entered into by and between NPAMLP and EBL&S Property Management, Inc. pursuant to which the Property Manager will manage the Properties in consideration of a property management fee (equal to five percent (5%) of NPAMLP's gross operating revenues) and a leasing fee (equal to the fee customarily charged in the geographic areas in which the Properties are located).





“Minimum Payoff Amount” shall mean the payment made by NPAMLP pursuant to the Restructuring Agreement equal to the sum of (i) the balance of the Third Party Underlying Obligations on a Property on January 1, 1990 and (ii) any prepayment penalties or premiums.





“Managing General Partner” shall mean EBL&S, Inc, a Delaware corporation.





“MLPG” shall mean Main Line Pension Group, a Delaware limited partnership.





“NPA” shall mean National Property Analysts, Inc. and the corporations and partnerships now or previously controlled by, related to or affiliated with, directly or indirectly, National Property Analysts, Inc. and Mr. Edward Lipkin, including, but not limited to E & H Properties, Inc., National Property Analysts Management Company, and National Property Management Corp.





“NPAEP”shall mean National Property Analysts Employee Partnership, a Delaware limited partnership.





“NPAMLP” shall mean National Property Analysts Master Limited Partnership, a Delaware limited partnership.





“Operating Cash Expenses” shall mean the amount of cash paid by NPAMLP for costs and expenses incurred in the ordinary course of its business including, without limitation, (i) Debt Service, (ii) debt service payments on Capital Improvement Debt, (iii) fees paid to the Property Manager and (iv) repairs and maintenance, utilities, taxes and certain tenant improvements, employee salaries, travel on NPAMLP business, advertising and promotion, supplies, legal, accounting, statistical or bookkeeping services, and printing and mailing of reports and communications.





“Operating Revenues” shall mean the cash receipts of NPAMLP, other than (i) the proceeds of sales of the Properties and (ii) proceeds of borrowings of NPAMLP, received in cash during NPAMLP’s fiscal year.





“Partnership Agreement” shall mean the limited partnership agreement entered into between the General Partners and the Limited Partners of NPAMLP.





“Partnerships” shall mean certain limited partnerships previously sponsored by NPA.




5




“Pension Groups” shall mean the limited partnerships comprised of various pension and profit sharing trusts which sold the Properties to the Partnerships, and includes Main Line Pension Group (“MLPG”), a Delaware limited partnership which acquired the ownership of the Wrap Mortgages from the original holders and NPAEP and PVPG, both Delaware limited partnerships which subsequently acquired ownership of certain Wrap Mortgages from MLPG.





“Proceeds of Sales Distributions” shall mean the distributions made by NPAMLP from the proceeds of sales of the Properties as defined in the Partnership Agreement.





“Proceeds of Sales of the Properties” shall mean, for purposes of the Restructuring Agreement, at the time of the calculation thereof, (a) the gross sales proceeds (including the then-outstanding principal amount of indebtedness for borrowed money assumed or taken subject to) from the sale of any Property or Properties occurring and after the date the Properties were transferred to NPAMLP, minus (b) all reasonable costs and expenses incurred by a Partnership or a successor to a Partnership (including NPAMLP), in connection with any such sale, including without limitation, brokerage commissions to independent third parties, legal fees and costs, transfer taxes, mortgage taxes, prepayment penalties payable to independent third parties, title insurance and all other customary closing costs and expenses.





“Property” or “Properties” shall mean one, some or all of the parcels of real property owned by NPAMLP (inclusive of tenant-in-common interests).





“PVPG” shall mean Penn Valley Pension Group, a Delaware limited partnership.





“Property Manager” shall mean EBL&S Property Management, Inc.





“Reserves” shall mean the amount determined by the Managing General Partner, in its sole discretion, to be set aside for future requirements of NPAMLP.  At the end of each year, any unexpended reserves not continued as Reserves will be treated as Cash Flow from Operations.





“Restructuring” shall mean the restructuring of the Wrap Mortgages and the Second Mortgages.





“Restructuring Agreement” shall mean the agreement entered into by and between NPAMLP, the Pension Groups and certain NPA affiliates to restructure the Wrap Mortgages and the Second Mortgages.





“Restructured Wrap Mortgages” shall mean the Wrap Mortgages as modified by the Restructuring Agreement.





“Second Mortgage” shall mean any purchase money mortgage or deed of trust created by a Pension Group upon its purchase of a Property that is a subordinate lien against the Property in favor of an NPA affiliate and evidenced by a promissory note.





“Tenant Improvements” shall mean construction to the Properties completed for the benefit of the tenants' use of the Property.





“Third Party Debt Service” shall mean payments of principal and interest on Third Party Underlying Obligations.





“Third Party Underlying Obligations” shall mean those obligations secured by the Property underlying the Wrap Mortgages held by persons or entities other than NPA, or its affiliates.





“Threshold Amount” shall mean payments on the Wrap Mortgages generated by Proceeds of Sales of the Properties in an amount equal to $45,000,000 in excess of the Third Party Underlying Obligations as of January 1, 1990 secured by such Properties.  As of December 31, 2010, approximately $36,602,000 had been applied in reduction of the Threshold Amount.





“Unaudited Partnerships” shall mean the Partnerships included in NPAMLP that were not audited by the Internal Revenue Service.





“Units” shall mean units of limited partnership interest in NPAMLP.




6




“Wrap Mortgages” shall mean the mortgages securing the Wrap Notes that were delivered to the Pension Groups by the Partnerships at the time of the acquisition of the Property.





“Wrap Notes” shall mean the promissory notes secured by the Wrap Mortgages.





Item 1 (A). Risk Factors





Not applicable





Item 1 (B). Unresolved Staff Comments





None





Item 2.    Properties





NPAMLP's Properties consist primarily of shopping centers and freestanding, single tenant retail stores.  As of December 31, 2010, NPAMLP owned and operated 24 Properties located in 14 states, with 57% of the Properties being Single Tenant Properties and 43% being Shopping Center Properties.





Set forth below are schedules providing information with respect to the Properties and the indebtedness secured by the Properties.  Schedule 1 provides a description of the Properties and certain tenant information.  Schedule 2 provides certain information regarding tenant lease expirations through the termination of NPAMLP on December 31, 2013.  Schedule 3 provides information regarding the Third Party Underlying Obligations secured by the Properties.




Under applicable law, in certain circumstances, the owner or operator of real property has an obligation to clean up hazardous and toxic substances on the property.  This obligation is often imposed without regard to the timing, cause or person responsible for such substances on the property.  The presence of such substances on a Property would have an adverse impact on the operating costs and sale or refinancing of such Property.  None of the Properties are presently the subject of any environmental enforcement actions under any such statutes, and the General Partners do not have any information or knowledge about the presence of such substances requiring remediation on any of the Properties.  If it is claimed or determined that such substances do exist on any of such Properties, NPAMLP could be subject to such cleanup obligations. There can be no assurance that hazardous or toxic substances will not be discovered on one or more Properties in the future, or that NPAMLP will not incur environmental clean-up or remediation costs in the future, including in connection with environmental assessments and investigations performed in connection with any future sale of properties.  The presence of such substances may make a Property unmarketable or substantially decrease its value.  Any environmental cleanup expenses incurred in connection with a sale would directly reduce proceeds derived from the sale of the Property.




7




Schedule 1





Description of Property Tenant InformationTotal


AverageProperty

Total


Occupancy


Minimum


RentLocation

GLA (a)


Rate


Rent (b)


PSF (c)Cottage Grove, MN


114,609



82.0
%

$
843,271


$
7.11Dunmore, PA


26,475



100.0
%


78,696



2.97East Haven, CT


52,852



42.4
%


280,500



5.31Federal 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
%


367,482



2.73Kalamazoo, MI


120,958



5.1
%


50,556



0.42Lake Mary, FL


107,400



100.0
%


859,200



8.00Lawnside, NJ


102,552



100.0
%


548,078



5.34Lawndale, CA


14,813



100.0
%


324,024



21.87Marquette, MI


248,256



92.4
%


1,168,697



4.71Maryville, MO


35,179



100.0
%


124,264



3.53North Augusta, SC


109,134



95.3
%


354,700



3.43O' Fallon, MO


91,061



97.8
%


344,354



3.78Oak Lawn, IL


159,233



100.0
%


1,116,834



7.01Philadelphia, PA


128,006



100.0
%


506,500



3.96Painesville, OH


10,125



100.0
%


188,777



18.64Rockville, MD (d)


10,880



100.0
%


521,718



58.48San Jose, CA (e)


249,832



100.0
%


3,019,256



50.57Seven Hills, OH


121,677



100.0
%


318,595



2.62Taylorville, IL


43,127



100.0
%


242,419



5.62Urbana, IL


55,531



18.8
%


66,423



1.20Waverly, OH


8,834



100.0
%


77,451



8.77









(a)
Gross Leasable Area.


(b)
Based on leases in effect as of December 31, 2010.


(c)
Based on occupied space.


(d)
NPAMLP owns an 82% interest in this property.  Minimum rent amount reflects NPAMLP’s percentage ownership.


(e)
NPAMLP owns a 23.9% tenant-in-common interest in this property.  Minimum rent amount reflects NPAMLP’s percentage ownership.




8




Schedule 1, Continued




Description of Property Tenant InformationMajor Tenant InformationRemainingProperty






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


11/30/15


1 / 5 YREast Haven, CT

AutoZone


9,700



153,000


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


11/30/15


3 / 5 YRIndependence, MO

Kmart


116,799



308,634


03/31/15


8 / 5 YRKalamazoo, MI

None


84,180



-


-


-Lake 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


01/31/18


3 / 5 YRJ.C. Penney


33,996



118,286


02/29/12


3 / 5 YRMaryville, MO

J.C. Penney


22,060



65,502


10/31/11


1 / 5 YRNorth Augusta, SC

Riverfront Antique Mall


103,964



341,256


01/10/11


-O' Fallon, MO

Kmart


83,061



279,415


11/30/15


8 / 5 YROak Lawn, IL

Home Depot


104,622



530,000


01/31/28


5 / 5 YRJewel Foods


58,575



586,834


01/03/14


1 / 5 YRPhiladelphia, PA

Kmart


91,033



338,500


03/31/12


8 / 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



3,124,930


05/31/13


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


03/31/12


4 / 5 YRUrbana, IL

Dollar General


6,264



39,000


10/31/12


NoneWaverly, OH

None


N/A



-


-


-









(a) Gross Leasable 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 – no anchor space at this location.




9




Schedule 2





Tenant Lease Expirations2011


2012TotalProperty

Total


Minimum


# of


Minimum





# of


MinimumLocation

GLA (a)


Rent (b)


Tenants


Rent


GLA (a)


Tenants


Rent


GLA (a)Cottage Grove, MN


114,609


$
843,271Dunmore, PA


26,475



78,696East Haven, CT


52,852



280,500Federal Way, WA


37,560



45,000Grand Rapids, MI


10,880



378,071Huntsville, AL


104,000



244,400Independence, MO


134,634



367,482












2


$
22,848



3,000Kalamazoo, MI


120,958



50,556Lake Mary, FL


107,400



859,200Lawnside, NJ


102,552



544,634Lawndale, CA


14,813



324,024Marquette, MI


248,256



1,164,406



7


$
161,819



21,416



8



310,373



44,253Maryville, MO


35,179



124,264



2



82,064



27,104



1



12



2,450North Augusta, SC


109,134



354,700O' Fallon, MO


91,061



344,354



1



34,939



3,000Oak Lawn, IL


159,233



1,116,834Philadelphia, PA


128,006



506,500















1



338,500



91,033Painesville, OH


10,125



188,777Rockville, MD


10,880



521,718San Jose, CA


249,832



2,979,459Seven Hills, OH


121,677



318,595















1



318,595



121,677Taylorville, IL


43,127



241,519



2



27,000



3,000



1



81,319



10,069Urbana, IL


55,531



65,913



1



8,100



1,050



2



46,000



7,664Waverly, OH


8,834



77,396Totals


2,097,608


$
12,020,069



13


$
313,922



55,572



16


$
1,117,647



280,146Annual % to Total














2.6
%


2.6
%






9.3
%


13.4
%Cumulative %














2.6
%


2.6
%






11.9
%


16.0
%







(a)
Gross Leasable Area.


(b)
Based on leases in effect as of December 31, 2010.




10




Schedule 2, Continued





Tenant Lease Expirations2013TotalProperty

Total


Minimum


# of


MinimumLocation

GLA (a)


Rent (b)


Tenants


Rent


GLA (a)Cottage Grove, MN


114,609


$
833,271



1


$
37,899



6,075Dunmore, PA


26,475



78,696East Haven, CT


52,852



280,500



1



147,925



9,700Federal Way, WA


37,560



45,000



1



45,000



37,560Grand Rapids, MI


10,880



378,071Huntsville, AL


104,000



244,400Independence, MO


134,634



367,482



1



36,000



9,840Kalamazoo, MI


120,958



50,556Lake Mary, FL


107,400



859,200Lawnside, NJ


102,552



544,634Lawndale, CA


14,813



324,024Marquette, MI


248,256



1,164,406



1



53,960



2,840Maryville, MO


35,179



124,264



1



42,188



5,625North Augusta, SC


109,134



354,700O' Fallon, MO


91,061



344,354Oak Lawn, IL


159,233



1,116,834Philadelphia, PA


128,006



506,500Painesville, OH


10,125



188,777Rockville, MD


10,880



521,718San Jose, CA


249,832



2,979,459



1



3,347,503



249,832Seven Hills, OH


121,677



318,595Taylorville, IL


43,127



241,519Urbana, IL


55,531



65,913Waverly, OH


8,834



77,396Totals


2,097,608


$
12,020,069



7


$
3,710,475



321,472Annual % to Total














30.9
%


15.3
%Cumulative %














42.8
%


31.3
%







(a)
Gross Leasable Area.


(b)
Based on leases in effect as of December 31, 2010.




11




Schedule 3





Third Party Underlying ObligationsPrincipalProperty



Mortgage

Interest


Balance atLocation

Mortgagee

Type

Rate


12/31/2010Cottage Grove, MN

IDS Life Insurance

1st


5.55
%

$
3,720,635Dunmore, PA

NONEEast Haven, CT

NONEFederal Way, WA

NONEGrand Rapids, MI

Wells Fargo Bank Northwest, N.A.

1st


7.77
%


1,958,698Huntsville, AL

NONEIndependence, MO

NONEKalamazoo, MI

NONELake Mary, FL

Citigroup Capital Markets Group

1st


5.67
%


5,718,159Lawndale, CA

Wells Fargo Bank Northwest, N.A.

1st


6.04
%


3,552,015Lawnside, NJ

Wachovia Securities

1st


8.71
%


3,680,466Marquette, MI

Associated Commercial Bank

1st


6.33
%


4,773,988Maryville, MO

NONENorth Augusta, SC

NONEO' Fallon, MO

NONEOak Lawn, IL

NONEPainesville, OH

Credit Suisse First Boston

1st


6.48
%


1,217,312Philadelphia, PA

NONERockville, MD (a)

Wells Fargo Bank Northwest, N.A.

1st


7.77
%


2,702,903San Jose, CA (b)

Lehman Ali Inc.

1st


12.50
%


21,499,639Seven Hills, OH

B & K Properties

1st


9.75
%


497,119Taylorville, 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.




12




Schedule 3, Continued





Third Party Underlying ObligationsOwnershipAnnual

InterestProperty



Mortgage

Debt

Fee/Location

Mortgagee

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


556,739

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

NONE






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.




13




Item 3.
Legal Proceedings





NPAMLP is involved in various claims and legal actions arising in the ordinary course of property operations.  In the opinion of the General Partners, the ultimate disposition of these matters will not have a material adverse effect on NPAMLP's financial position, results of operations or liquidity.




In 2005 NPAMLP sold the property in Ardmore, Oklahoma to an unrelated third party. In connection with this sale, NPAMLP accepted a $480,000 promissory note in consideration of a portion of the sale price. The note was due in October 2010. In October 2010 NPAMLP filed suit to collect the balance due. The obligor of this note has challenged the legality of the note and has not made any required payments of principal or interest since September 2010. NPAMLP is vigorously pursuing this matter and will attempt to ultimately collect the full balance due on this note.




Item 4.
Removed and Reserved




14




PART II





Item 5.
Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities





I.    No Trading Market





There is no trading market for the Units in NPAMLP.  NPAMLP Units are not transferable except by will, inheritance or operation of law.  To date no transfers other than those by will, inheritance and operation of law have been permitted.





In addition, the Partnership Agreement places additional restrictions on the transferability of the Units.  The Limited Partners of NPAMLP are prohibited from selling their Units unless such sale is at the Managing General Partner's direction, is accomplished in a single transaction involving all Limited Partners' interests to a single purchaser, and is accomplished simultaneously with the sale of the Equity General Partner's interest in NPAMLP.





As of December 31, 2010, there were 97,752 Units outstanding held by approximately 2,600 Limited Partners.





II.   Distributions of Cash Flow From Operations





NPAMLP may make annual distributions to its partners in an aggregate amount equal to its Cash Flow from Operations.  NPAMLP has not made any distributions of Cash Flow from Operations to its partners since its organization.  It is not anticipated that NPAMLP will be in a position to distribute Cash Flow from Operations to its partners in the foreseeable future.





NPAMLP may not reinvest Cash Flow from Operations in additional real estate investments.





III.  Proceeds of Sales Distributions





The Proceeds of Sales of the Properties may not be reinvested in additional real properties, except as permitted with respect to transactions that are non-taxable in whole or in substantial part under Section 1031 or 1033 of the Internal Revenue Code.  The Proceeds of Sales of the Properties, after payment of related expenses and indebtedness and provision for reasonable reserves, will be available for NPAMLP purposes, including paying Debt Service or providing for Capital Improvements with respect to other Properties owned by NPAMLP.  After making the payments required by the Restructuring Agreement with respect to the Wrap Mortgages, all proceeds not utilized for NPAMLP purposes will be distributed to the partners of NPAMLP.





The Restructuring Agreement provides for a sharing of cash from the Proceeds of Sales of the Properties after repayment of the Third Party Underlying Obligations once the net Proceeds of Sale of the Properties exceed the Threshold Amount.  Additionally, the Limited Partners of NPAMLP receive 40% of the Cash Flow from Operations, if any, in excess of Debt Service and any Capital Improvements and Reserves as considered necessary.  The remaining cash flow, if any, is applied to the Wrap Mortgages in payment of accrued interest and then principal.





NPAMLP has not made any Proceeds of Sales Distributions to its partners since its organization.  It is not anticipated that NPAMLP will be in a position to distribute Proceeds of Sales to its partners in the foreseeable future.





IV.  Certain Income Tax Considerations





A.
Recognition of Gain





It is anticipated that future forgiveness of Wrap Mortgages, if any, and the potential of selling Properties, which are owned by Unaudited Partnerships, and applying sales proceeds to make payments on the Wrap Mortgages may require the Limited Partners to report substantial taxable income when the Properties are sold without the corresponding receipt of any cash proceeds therefrom (unless and until the Threshold Amount has been exceeded).





Limited Partners are allocated their share of NPAMLP's taxable income and gain even if they receive no cash distributions from NPAMLP with which to pay any resulting tax liability, and will be allocated their share of NPAMLP's tax losses, including depreciation deductions.  It is anticipated that NPAMLP will generate gradually increasing amounts (which will ultimately be substantial) of taxable income, inasmuch as interest expense and depreciation expense are gradually decreasing each year.





As and when the Properties are sold or otherwise disposed of (and whether or not any cash is distributed to Limited Partners in respect of such sales), all taxable income will be allocated among those Limited Partners who were partners in the Partnership which owned the Property prior to the Consolidation up to the amount by which the fair market value of such Properties exceeded their adjusted basis at the time of contribution to NPAMLP (gain in excess of such amounts will be allocated ratably among all Limited Partners).  This rule does not apply to tax-deferred exchanges except to the extent of cash or “other property” received.




15




B.  Treatment of Distributions by NPAMLP





Cash distributions made to a Limited Partner are not, per se, taxable; rather, they represent a return of capital up to the amount of his adjusted basis in his interest in NPAMLP.  A return of capital generally does not result in any recognition of gain or loss for federal income tax purposes, but reduces the recipient's adjusted basis in his investment.  Certain partners whose returns were audited and adjusted (in connection with their investment in NPA sponsored limited partnerships) may have signed a closing agreement with the Internal Revenue Service (“IRS”); pursuant to the terms of such closing agreement, their tax treatment may vary from the foregoing; such partners are urged to consult with their own tax advisors with respect to this issue.





Distributions, if any, in excess of a Limited Partner's adjusted basis in his NPAMLP interest immediately prior thereto will result in the recognition of gain to that extent.  Unless NPAMLP is treated for tax purposes as a “dealer” in real property, such gain generally should be capital gain.





C.  Operating Income (Loss) of NPAMLP





Each Limited Partner will receive an annual Schedule K-1 (U.S. Form 1065) to indicate his share of NPAMLP's taxable income or loss for each tax year.  Such income or loss, rather than the distributions described in Part B above, is reportable by the Limited Partner.  Since any loss generated by NPAMLP is, with respect to Limited Partners, a passive loss, the deductibility of such loss is governed by Section 469 of the Internal Revenue Code of 1986, and may be limited thereby.





Certain Partnerships were audited by the IRS (the “Audited Partnerships”) and the partners thereof executed an agreement relating to their past and future federal tax liability (the “Closing Agreement”).  The foregoing paragraph applies to those investors who have not signed a Closing Agreement with IRS with respect to their Units. As to those Limited Partners who have signed such a Closing Agreement, the appropriate tax treatment may differ from the foregoing and is governed by the Closing Agreement.





V. Other





NPAMLP did not purchase any of its units that are registered pursuant to Section 12 of the Exchange Act.





Item 6.
Selected Financial Data





Not applicable





Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations





The following discussion should be read in conjunction with NPAMLP's combined financial statements and notes thereto appearing elsewhere in this Report.





I.  Liquidity and Capital Resources





A.  General





As previously noted, the Properties owned by NPAMLP are encumbered by the Wrap Mortgages.  As a result of the Restructuring, the Debt Service on the Wrap Mortgages was adjusted to be the same as the 1990 debt service required on the Third Party Underlying Obligations.  NPAMLP's ability to meet its obligations on the Wrap Mortgages is dependent on the Properties generating sufficient cash flow to meet the Debt Service.





B.  Third Party Debt Service





As of December 31, 2010, the Third Party Underlying Obligations were current for all the Properties.  See “Item 7. Management’s Discussion and Analysis of Financial Condition - II Critical Accounting Policies.”




16




C.  Working Capital





As of December 31, 2010, NPAMLP has working capital of approximately $2,964,000 excluding amounts due to the Managing General Partner and the Pension Groups of $2,608,000 and $3,335,000, respectively. In 2010, NPAMLP’s operations resulted in a $176,000 reduction in cash. This reduction was primarily due to $259,000 in capital improvements to the certain properties and the vacancy of the Anchor Tenant space at the property in Kalamazoo, Michigan. These were partially offset by the proceeds from the tenant litigation in Lake Mary, Florida and the partial condemnation of the Taylorville, Illinois property. NPAMLP's property operating budget for 2011, excluding capital expenditures, audit fees and certain insurance costs, projects negative cash flow of approximately $553,000. The budgeted negative cash flow is primarily the result of recent tenant vacancy at two properties, including the Anchor Tenant vacancy discussed above. Management is endeavoring to lease the vacant space, however the current economic environment will, in all probability, lengthen the time to do so. Management believes however that NPAMLP has sufficient working capital to meet its operating needs.





To date, NPAMLP has replenished its working capital reserves through the sale of Properties.  This has occurred when holders of the Second Mortgage and Wrap Mortgage have released their liens on Properties which have been sold, notwithstanding that pursuant to the terms of the Restructuring Agreement the proceeds were payable to the holders of the Second Mortgage and the Wrap Mortgage.  They have agreed in certain instances to release their liens and provide proceeds from the sale to NPAMLP because their mortgages are cross-collateralized against all of the Properties and because the proceeds from the sale of such Properties have been utilized for the remaining Properties.  Although the Second Mortgage lenders are not obligated to subordinate or release their mortgages, their continued cooperation in this regard currently is expected by management, although there can be no assurance that such Second Mortgage lenders will not change their behavior in the future.  Pursuant to the 2003 Agreement (See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - V. Indebtedness Secured by the Properties - D. Future Interest Agreement”), the holders of the Wrap Mortgages are obligated to release their mortgages in the event of a sale of Property. As of December 31, 2010, the Managing General Partner has advanced approximately $2,608,000to NPAMLP but may require the repayment of the advances for its own operational needs.





D.  Loan Obligations




Although all the Third Party Underlying Obligations on which balloon payments have become due to date have ultimately been refinanced, there can be no assurance that loan extensions will be successfully negotiated with the lenders holding the Third Party Underlying Obligations on these Properties. In the event that NPAMLP is not able to obtain refinancing commitments from alternative lenders or loan extensions from the lenders holding the existing Third Party Underlying Obligations, the properties could be lost to foreclosure. For the year ended December 31, 2011, there are no balloon payments due on the Third Party Underlying Mortgage Obligations. See “Item 2. Properties.”




E.  Capital Requirements





The average age of the Properties owned by NPAMLP is in excess of 20 years.  Due to the age of the Properties, there is a continuing need for capital expenditures in order to properly maintain the Properties.  At December 31, 2010, NPAMLP was committed for $30,000 in capital repairs to the Properties. During 2010, NPAMLP had an outstanding line of credit with E&H Properties of Delaware, Inc., an affiliate of NPA (“EHD”), under which EHD would advance up to $2.5 million to NPAMLP for purposes of making Capital and Tenant Improvements (the “NPAMLP Line”). Pursuant to the NPAMLP Line, the obligation of EHD to make advances to NPAMLP is at all times in the sole and absolute discretion of EHD. At December 31, 2010, availability under the EHD Firstrust Line permitted EHD to borrow up to $6,241,000 which it can loan to NPAMLP.




Amounts advanced pursuant to the NPAMLP Line bear interest at the Prime Rate as published in the Wall Street Journal’s “Money Rates” section (3.25% at December 31, 2010).





EHD maintains a secured line of credit with Firstrust Bank of Conshohocken, PA (“Firstrust Bank”), which enables EHD to fund the NPAMLP Line in order to finance Capital and Tenant Improvements (the “EHD Firstrust Line”).  At December 31, 2010 there is $3,451,000 due under the EHD Firstrust Line. Pursuant to the promissory note executed with respect to the EHD Firstrust Line (the “Firstrust Note”), the amounts advanced pursuant to the Firstrust Note bear interest at the Prime Rate as published in the Wall Street Journal’s “Money Rates” section (the “EHD Firstrust Borrowing Rate”).  The EHD Firstrust Borrowing Rate at December 31, 2010 is 3.25%.





The Firstrust Note is secured by an assignment of certain Wrap Notes and Second Mortgages and certain Guaranty and Suretyship Agreements executed by EBL&S Property Management, Inc. and Edward B. Lipkin.  Additionally, the Firstrust Note contains a confession of judgment against EHD and the Guaranty and Suretyship Agreements contain a confession of judgment against EBL&S Property Management, Inc. and Edward B. Lipkin. At December 31, 2010, $194,000 has been advanced and $133,000 in accrued interest was due under the NPAMLP Line.




17




F.  Tenant Improvements





The current retail rental market is such that proposed tenants for vacant space and those tenants whose leases are scheduled for renewal are aware of the pressure landlords are under to obtain and keep tenants and in certain instances are able to negotiate lease terms at reduced rental rates.  Many of these tenants insist on substantial tenant improvement contributions from landlords.  In the event that the tenants pay for their own improvements, they may pay a correspondingly lower rental rate than they would otherwise pay or are allowed rental abatements during the term of their leases.  For the year ending December 31, 2010, there were no rental abatements.





II.  Critical Accounting Policies





NPAMLP uses estimates and assumptions that can have a significant effect on the amounts that are reported in its financial statements.  Management believes the following are its most significant accounting policies as they may require a higher degree of judgment and estimation.





Rental Properties:  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. In accordance with FASB authoritative guidance, 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 undiscounted future net cash flows expected to be generated by the properties.  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 NPAMLP’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.  Management determines fair value by utilizing market and income approaches.





The market approach estimates what a potential buyer would pay today.  The key inputs used in the model included, broker quotes, capitalization rates, expected lease up and holding periods or property appraisals. When available, current market information, like comparative sales price, was used to determine capitalization and rental growth rates.  NPAMLP  also utilizes the income approach to estimate the fair value of our income producing real estate assets. To the extent that the assumptions used in testing long-lived assets for impairment differ from those of a marketplace participant, the assumptions are modified in order to estimate the fair value of a real estate asset when an impairment charge is measured. In addition to determining future cash flows, which make the estimation of a real estate asset’s undiscounted cash flows highly subjective, the selection of the discount rate and exit capitalization rate used in applying the income approach is also highly subjective.  There were no impairment charges for the years ended December 31, 2010 and 2009.  Properties to be disposed are reported at the lower of the carrying amount or the fair value less costs to sell.





Rental income:  Rental 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.





Discount on wraparound mortgages:  The discount on wraparound mortgages represents the difference between the present value of mortgage payments at the stated interest rate of 4.1% 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 the FASB authoritative guidance, NPAMLP accounts for the unamortized discount on wraparound mortgages related to wraparound mortgages that have been extinguished as losses or gains in the period of extinguishment.





Fair value of Financial Instruments:  The FASB’s authoritative guidance requires disclosure of the fair value of certain financial instruments.  Cash, tenant accounts receivable, accounts payable and other liabilities as reflected in the combined financial statements of NPAMLP approximate fair value because of the short-term maturity of these instruments. In accordance with this guidance, NPAMLP has determined that the estimated fair value of its wraparound mortgages based on discounted future cash flows at a current market rate approximates the carrying value at December 31, 2010.




18




III. Factors That May Influence Future Results of Operations





A.
Real Estate Valuation





General economic conditions and the resulting impact on market conditions or a downturn in tenants’ businesses may adversely affect the value of NPAMLP’s assets. Periods of economic slowdown or recession in the U.S., a decrease in market rental rates and/or market values of real estate assets, could have a negative impact on the value of NPAMLP properties and related tenant improvements.  If NPAMLP was required under Generally Accepted Accounting Principles to write down the carrying value of any properties to the lower of cost or market due to impairment, or if as a result of an early lease termination we were required to remove and dispose of material amounts of tenant improvements that are not reusable to another tenant, NPAMLP’s results of operations would be negatively affected.




19




B.
Leasing Activity and Rental Rates





During the next twelve months 13 leases representing 3% of the net leasable square footage of all NPAMLP properties, are scheduled to expire. The amount of net rental income generated by NPAMLP properties depends principally on the ability to maintain the occupancy rates of currently leased space and to lease currently available space, and space available from unscheduled lease terminations. The amount of rental income generated also depends on the ability to maintain or increase rental rates at the properties. Negative trends in one or more of these factors could adversely affect rental income in future periods.





In September 2009, the anchor tenant at the property in Kalamazoo, Michigan elected not to exercise a five year option to extend its lease, and accordingly the anchor tenant space became vacant effective March 1, 2010.  Although there is no third party underlying indebtedness on the property, if NPAMLP is unable to find a new tenant NPAMLP may be unable to meet its obligations under the ground lease and the property may be lost due to a termination of the ground lease.





C.
Tenant Credit Risk





In the event of a tenant default, NPAMLP may experience delays in enforcing its rights as a landlord and may incur substantial costs in protecting its investment. NPAMLP management regularly evaluates its accounts receivable reserve policy in light of its tenant base and general and local economic conditions. If economic conditions persist or deteriorate further, NPAMLP may experience increases in past due accounts, defaults, lower occupancy and reduced effective rents. This condition would negatively affect NPAMLP’s future net income and cash flows and could have a material adverse effect on NPAMLP’s financial condition.





IV. Results of Operations





A.  Property Dispositions and Acquisitions During Fiscal 2010





NPAMLP owned 24 properties at December 31, 2010 and December 31, 2009.  There were no full property dispositions in 2010 or 2009. In 2010, a portion of the Taylorville, Illinois property was conveyed to the City of Taylorville in lieu of eminent domain. As a result of this transaction, NPAMLP recognized a net gain on disposition of properties of $54.  See “Item 1. Business - II. NPAMLP Objectives and Policies - B. Competition for Tenants - Anchor Tenants.”




20




B.  Full Fiscal Years





Over the two year period ended December 31, 2010, other than the conveyance of a portion of the Taylorville, Illinois property in lieu of eminent domain, NPAMLP did not acquire or dispose of any properties.  This conveyance resulted in “Gain on disposition of properties, net”, as reflected in the financial statements. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – II. Critical Accounting Policies”.





The following table reflects the operating results (in thousands) for NPAMLP for the years ended December 31, 2010 and December 31, 2009.  The table is presented in order to facilitate an understanding of the operating results and trends of NPAMLP.





(in Thousands)2010


2009Income:Rental income

$
12,767


$
13,042Other charges to tenants


3,067



3,242Interest income


151



236Total income


15,985



16,520Operating expenses:Interest expense


13,099



12,313Other operating expenses


6,982



6,863Depreciation and amortization


4,118



4,104Total operating expense


24,199



23,280Operating loss

$
(8,214
)

$
(6,760
)





The decrease in rental income and other charges in 2010 is primarily due to the decrease in minimum rent and other charges resulting from the vacancy of the Anchor Tenant at the Kalamazoo, Michigan property.





The change in Interest expense is due to adjustments to the discount on wraparound mortgages in 2010 and 2009. NPAMLP adjusts the discount on wraparound mortgages for changes in the projected cash flows.  In 2010 and 2009, changes in the projected cash flows resulted in an adjustment that increased the discount and reduced interest expense by $145,000 and $597,000, respectively. (see “II. Critical Accounting Policies”).  The increase in Other operating expenses in 2010 is due to a provision for bad debt arising from the collection of the note receivable due from the sale of the property in Ardmore, Oklahoma (see “Item 3. Legal Proceedings”).





V.  TabularDisclosureofContractualObligations





Not applicable





VI.   Indebtedness Secured by the Properties





The Properties are subject to certain indebtedness that was incurred in connection with the acquisition of the Properties by the Partnerships.  As of December 31, 2010, the aggregate indebtedness of NPAMLP pursuant to the Wrap Mortgages was approximately $149 million, of which approximately $49 million constituted indebtedness under the Third Party Underlying Obligations and $8 million constituted indebtedness under the Second Mortgages.  As of December 31, 2010, the aggregate historical cost of the Properties securing the indebtedness of NPAMLP mortgages was approximately $137 million.  The original acquisition of the Properties by the Partnerships was typically structured as set forth below.




21




Typically, NPA acquired a Property from an unaffiliated seller.  NPA thereafter sold the Property to a Pension Group.  The Partnership acquired the Property from the Pension Group. In both the original acquisition and the purchase by the Pension Group, the purchasers (i.e., NPA and the Pension Group) took the Properties subject to existing mortgages in favor of the sellers or unaffiliated third parties.  Consequently, as a general matter, at the time it was acquired by the Partnership, each Property was subject to a Third Party Underlying Obligation and a Second Mortgage.





The Partnerships typically paid the purchase price for the Properties in part by delivering to the Pension Group a Wrap Mortgage.  The Wrap Mortgage represented a lien on the Property subordinate to the Third Party Underlying Obligation and the Second Mortgage.  Neither the Third Party Underlying Obligation nor the Second Mortgage represented direct financial obligations of the Partnership.  Rather, the Wrap Mortgage required the Pension Group to use the payments made thereunder to make the required payments under the Third Party Underlying Obligation and the Second Mortgage.  The Third Party Underlying Obligation and the Second Mortgage continued, however, as liens against the Property.  The Wrap Mortgage obligated the Partnership to comply with all the terms and conditions of the Third Party Underlying Obligation and the Second Mortgage.





The Properties whose ownership was combined in NPAMLP remain subject to the Third Party Underlying Obligations, Second Mortgages and Wrap Mortgages incurred in connection with the acquisition of the Properties.  However, the Wrap Mortgages and Second Mortgages have been restructured pursuant to the Restructuring Agreement. See “ Section V. C. The Wrap Mortgages” below





A.  Third Party Underlying Obligations





Information relating to the Third Party Underlying Obligations is included in Schedule 3, which appears under “Item 2. Properties” above.





B.  The Second Mortgages and Notes





Under the terms of the Restructuring Agreement, no payments are currently due on the Second Mortgages.  The outstanding principal balance of the Second Mortgages as of December 31, 2010, was approximately $8 million.  The Restructuring Agreement provides that this indebtedness will be paid from proceeds realized from the sale of property subject to the sharing arrangement established in the Restructuring Agreement.





C.  The Wrap Mortgages





The Wrap Mortgages represent an obligation of NPAMLP and a lien against the Properties in favor of the NPAEP.  The lien is subordinate to the Third Party Underlying Obligations and the Second Mortgages, if any.





The Restructuring Agreement amended and restructured each Wrap Note to provide that each Wrap Note would consist of the obligation to pay two principal balances, an interest-bearing principal balance equal to the original principal indebtedness when the Wrap Note was first executed and delivered by the Partnership less amounts of principal, if any, paid prior to January 1, 1990, and an non-interest bearing principal balance equal to the amount of interest accrued and unpaid under the Wrap Note prior to January 1, 1990.  The Restructuring Agreement adjusted the interest rate on the Wrap Notes in such a way that the interest bearing principal balance earns interest at a rate elected by the Managing General Partner to assure that there will be adequate interest paid over the life of the Wrap Note to comply with applicable Internal Revenue Code requirements in order to prevent the imputation of interest. At December 31, 2010, the interest rate on the Wrap Mortgages was 4.1% (see “D. Future Interest Agreement”). The Wrap Notes mature on December 31, 2013.





Each Wrap Note requires a minimum annual payment from NPAMLP in an amount equal to the 1990 Debt Service payable on the Third Party Underlying Obligations secured by the same Properties as the Wrap Mortgages that secured such Wrap Note prior to the Restructuring.  These minimum payments are applied first to past due interest and principal payments under the Wrap Notes, if any, then to current interest and principal payments due on the Wrap Notes, then against the interest-bearing principal balances of the Wrap Notes, allocated among the Wrap Notes as NPAEP elects, and finally to the non-interest-bearing principal balances, allocated among the Wrap Notes as NPAEP elects.  The Restructuring Agreement requires NPAMLP to make additional payments on the Wrap Notes on April 10th of each year equal to sixty percent (60%) of the amounts by which Cash Flow from Operations for the previous year exceeded the sum of the minimum annual payment in such year plus the current payments due in such year on any indebtedness incurred after January 1, 1990 for Capital Improvements to any of the Properties.  The holder of the Wrap Notes applies the minimum annual payments to pay the current payments due on the Third Party Underlying Obligations.




22




The Restructuring Agreement provides that all the Wrap Notes that were originally secured by Wrap Mortgages on the Properties that NPAMLP acquired from partnerships audited by the Internal Revenue Service will be secured by all of those Wrap Mortgages and will not be secured by Wrap Mortgages on the Properties that NPAMLP acquired from the Unaudited Partnerships.  All of the Wrap Notes that were originally secured by Wrap Mortgages on the Properties that NPAMLP acquired from Unaudited Partnerships are secured by all of those Wrap Mortgages and are not secured by Wrap Mortgages on the Properties that NPAMLP acquired from partnerships audited by the Internal Revenue Service.  The holder of the Wrap Mortgages agreed in the Restructuring Agreement to release from the lien of the Wrap Mortgages any Property sold by NPAMLP, upon payment to the holder of the Wrap Mortgages, as a pre-payment of the Wrap Notes, an amount equal to all of the Proceeds of Sales of the Properties not permitted by the Restructuring Agreement to be retained by NPAMLP.





The Restructuring Agreement permits NPAMLP to have the opportunity to retain, in certain circumstances, a portion of the Excess Proceeds.  In accordance with the Restructuring Agreement the Excess Proceeds derived from the Proceeds of Sales of the Properties are applied as follows:  (a) 100% of the Excess Proceeds are applied in payment of the Wrap Mortgages until the Threshold Amount has been paid; (b) the next $70 million of Excess Proceeds are allocated 60% to the payment of the Wrap Mortgage and 40% are retained by NPAMLP; (c) 100% of the next Excess Proceeds up to an amount equal to the Investor Note Recovery or $25 million, whichever is less, are retained by NPAMLP and distributed by NPAMLP to the Investor Note Payors; (d) the next Excess Proceeds are allocated by 60% to the payment of the Wrap Mortgages and 40% are retained by NPAMLP up to an amount equal to the outstanding balances for the Wrap Mortgages on January 1, 1990 less the sum of:  (i) the aggregate amount of the sums previously paid as Minimum Payoff Amounts; (ii) the Investor Note Recovery, and (iii) $70 million; (e) 100% of the next Excess Proceeds are applied in payment of the Wrap Mortgages in the amount equal to (i) the amount necessary to pay in full the Wrap Mortgages on Properties acquired from partnerships audited by the Internal Revenue Service, in the case of Excess Proceeds generated by the sale of such a Property, and (ii) the amount necessary to pay in full the Wrap Mortgages on Properties acquired from Unaudited Partnerships, in the case of Excess Proceeds generated by the sale of such a Property; and (f) 100% of any additional Excess Proceeds are retained by NPAMLP.





The Restructuring Agreement provides for indebtedness which may be incurred to finance Capital Improvements to the Properties after January 1, 1990, and requires that in connection with any sale of Property by NPAMLP, the loans for Capital Improvements to such Property must either be paid in full or assumed by the purchaser of the Property before the Wrap Mortgage on such Property will be released.





The Restructuring Agreement permits the holders of the Wrap Mortgages to refinance or negotiate modifications to the Third Party Underlying Obligations, so long as the aggregate amount of all Third Party Underlying Obligations is not increased.  The fees and expenses associated with any such refinancing or modification are required to be borne by the holders of the Wrap Mortgages.





The Restructuring Agreement spreads the lien securing each of the Second Mortgages to all of the Properties owned by NPAMLP and all of theSecond Mortgages have been “wrapped” or included within all of the Wrap Mortgages.





D.  Future Interest Agreement





In 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 provided that NPAEP and PVPG: (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; (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 agreement 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 addition NPAMLP 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.




23




The Managing General Partner believes that the execution and delivery of the 2003 Agreement will have the following effects for NPAMLP: as a result of the reduction in the annual interest rate on the NPAEP Wrap Notes and the PVPG Wrap Notes (i) NPAMLP expects to realize significant reductions in interest that it otherwise would have been obligated to pay during the period between January 1, 2003 and December 31, 2013 when these loans mature and (ii) NPAMLP will be able to allocate a greater portion of its available cash flow to principal repayments.  As a result of the faster repayment of principal, the Limited Partners will recognize additional taxable income (or smaller tax losses) in each year from 2003 until the maturity of the NPAEP Wrap Mortgages and the PVPG Wrap Mortgages.  In addition, the anticipated date of dissolution of NPAMLP will now occur in 2013 rather than 2015.  Further, because the reduced interest rate is below the Applicable Federal Rate (“AFR”) prescribed under Section 1274 of the Internal Revenue Code of 1986, as amended, investors in Unaudited Partnerships recognized non-recurring ordinary income (forgiveness of indebtedness) 2003.  The tax impact of this recognition depended upon numerous factors related to each investor’s particular tax situation, including his marginal tax rate and his suspended passive losses from prior years.





Under the terms of the Restructuring Agreement, all Wrap Mortgages owned by NPAEP or PVPG are due and payable in substantial “balloon” amounts on December 31, 2013.  Assuming no sales of Properties by NPAMLP in the interim period (2011 through 2013) the projected balance due for all of the Wrap Mortgages at December 31, 2013 is expected to approximate $109,000,000.  As described above, in return for the reduction in interest rate and other consideration set forth above, including the satisfaction of the Wrap Mortgages due on December 31, 2013, NPAMLP’s general partner has agreed to deliver deeds of future interest and assignments of leasehold interest, to be recorded currently, effective December 31, 2013, to NPAEP and PVPG.  NPAMLP’s general partner has determined that it is in the best interests of NPAMLP and its partners to do so.  The effect of these deeds and assignments will be to facilitate a transfer of fee and leasehold ownership to the holders of the Wrap Mortgages at maturity (unless the Wrap Mortgages have been previously paid in full).  Notwithstanding the foregoing, NPAEP and PVPG have agreed in the 2003 Agreement to (a) release the liens of the Wrap Mortgages and (b) deliver such deeds of future interest, assignments of leasehold interests, or other documents or instruments as are necessary to facilitate or effect such sales of the Properties prior to December 31, 2013 as the Managing General Partner shall otherwise deem desirable.  The costs incurred arising from the recordation of any of the documents described in the 2003 Agreement shall be borne by NPAEP or PVPG, as the case may be.  The Managing General Partner believes that the result of the forgoing actions taken pursuant to the 2003 Agreement will preserve all rights of the Limited Partners under theRestructuring Agreement, including their right to share in certain sales proceeds or cash flows prior to maturity of the Wrap Mortgages.





Item 7(a). Quantitative and Qualitative Disclosures About Market Risk





Not applicable.





Item 8. Financial Statements and Supplementary Data





The combined financial statements, including the notes thereto and the report of the independent registered public accounting firm, are included in Part IV, Item 15 of this Form 10-K.





Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure





None.




Item 9A: Controls  and Procedures





Management's Report on Internal Control over Financial Reporting.  It is the responsibility of the General Partner to establish and maintain adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended. The Managing General Partner’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of NPAMLP; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of NPAMLP are being made only in accordance with authorizations of management and directors of the Managing General Partner; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use or disposition of NPAMLP’s assets that could have a material effect on the financial statements.




24




Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.





Management assessed the effectiveness of the NPAMLP’s internal control over financial reporting at December 31, 2010. Management based this assessment on criteria for effective internal control over financial reporting described in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included an evaluation of the design of NPAMLP’s internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting. Management reviewed the results of its assessment with the Managing General Partner.





Based on its assessment, management determined that, at December 31, 2010, NPAMLP maintained effective internal control over financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles.There has been no change in internal controls over financial reporting that occurred during the quarter ended December 31, 2010 that has materially affected, or is reasonably likely to materially affect, NPAMLP's internal control over financial reporting.





This annual report does not include an attestation report of NPAMLP's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by NPAMLP’s registered public accounting firm pursuant to the final rule of the Securities and Exchange Commission that permits NPAMLP to provide only management's report in this annual report.





Item 9(B). Other Information





None




25




PART III





Item 10.
Directors and Executive Officers and Corporate Governance





I.   Summary





EBL&S, Inc., a Delaware corporation incorporated in December 1989, and an affiliate of NPA, is the Managing General Partner of NPAMLP.  Feldman International, Inc., a Delaware corporation incorporated in September 1998 is the Equity General Partner of NPAMLP.  The Managing General Partner is owned 100% by E&H Properties, Inc., a Pennsylvania corporation incorporated in July 1979, which is owned 100% by Edward B. Lipkin.  The Equity General Partner is owned 100% by Robert McKinney.





The directors and executive officers of the General Partners are as follows:





Edward B. Lipkin, age 65, serves as Director of the Managing General Partner.  Mr. Lipkin has also been President of NPA since it was organized in 1976.  Mr. Lipkin received a Bachelor of Science degree in Finance from Temple University.  Mr. Lipkin was a Trustee of the International Council of Shopping Centers, a leading industry organization, from 1986 to 1992.





Robert McKinney, age 55, serves as Director of the Equity General Partner.  Since 2003, Mr. McKinney has been an employee of NPAEP, serving as tax manager. Previously, Mr. McKinney had been employed by NPA since 1987 in the same capacity. Mr. McKinney, a certified public accountant, received a Masters of Science in Taxation and Masters of Business Administration in Finance from Villanova University and Temple University, respectively.  Mr. McKinney received a Bachelor of Science degree in Accounting from Villanova University.





Howard M. Levy, age 52, serves as Vice President of the Managing General Partner.  Mr. Levy has been employed by NPA since 1983 and is currently Vice President of Leasing.  Mr. Levy received a Bachelor of Science degree in Accounting from the University of Scranton and is a Certified Public Accountant.





David A. Simon, age 53, serves as Vice President of the Managing General Partner.  Mr. Simon has been employed by NPA since 1987 and is currently Chief Financial Officer.  Mr. Simon received a Bachelor of Science degree in Accounting & Finance from Lehigh University and is a Certified Public Accountant.





II.  Code of Ethics





In view of the fiduciary obligation that the Managing General Partner has to NPAMLP, the Managing General Partner believes an adoption of a formal code of ethics is unnecessary and would not benefit NPAMLP, particularly, in light of NPAMLP’s limited business activities.





III. Audit Committee Financial Expert





The Managing General Partner does not have an audit committee financial expert, as defined under Section 228.401, serving on its audit committee because it has no audit committee, and is not required to have an audit committee because it is not a listed security as defined in Section 240.10A-3.





Item 11.    Executive Compensation





I.
General





Neither the General Partners nor the officers of the General Partners receive compensation from NPAMLP.  Certain administrative services related to tax and accounting service, legal matters and to investor administration were performed by the Managing General Partner on behalf of NPAMLP as provided in the Partnership Agreement.  The amount payable to the Managing General Partner for such services aggregated $203,000 and $191,000 for the years ended December 31, 2010 and 2009, respectively.  See “Item 13. Certain Relationships and Related Transactions - I. Compensation and Fees and II. Property Management by Affiliate.”





II.  Payments Discussion and Analysis





NPAMLP has no compensation plan as it pays no executive compensation and therefore the compensation discussion and analysis is unnecessary.




26




Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters





NAME & ADDRESS OF

AMOUNT AND NATURE OFTITLE OF CLASS

BENEFICIAL OWNER

BENEFICIAL OWNERSHIP

% OF CLASSUnits of Limited

Robert McKinney

1,000 Units


1.0
%Partnership Interest

230 S. Broad StreetMezzanine LevelPhiladelphia, PA 19102





Item 13.
Certain Relationships and Related Transactions, Director Independence





I.   Compensation and Fees





The amounts and kinds of payments and fees to be paid to the General Partners and its affiliates during the operation of NPAMLP are summarized below. All expenses of NPAMLP are billed directly to and paid by NPAMLP.  The Managing General Partner is reimbursed for the actual cost of goods and materials used for or by NPAMLP and obtained from entities that are not affiliates of the Managing General Partner. In addition, the Managing General Partner is reimbursed for administrative services performed for NPAMLP, provided that such services are necessary for the prudent operation of NPAMLP and further provided that such reimbursement is at the lower of (i) the Managing General Partner's actual cost or (ii) the cost of obtaining comparable administrative services from independent parties in the same geographic location.  Reimbursement to the Managing General Partner for services for which it is entitled to compensation by way of a separate fee is not allowed.  No reimbursement is made for rent, depreciation, utilities, or capital equipment in the building in which NPAMLP maintains offices and other overhead costs.





Entity ReceivingPayments

Type of Payments

Estimated Amount of 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.EBL&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.




27




II.  Property Management by Affiliate





As of January 1, 1990, NPAMLP entered into a management agreement with EBL&S Property Management, Inc., a Delaware corporation (“Property Manager”), with respect to the management of the Properties (“Management Agreement”).  EBL&S Property Management, Inc. is owned 100% by E&H Properties, Inc., which also is the sole shareholder of NPAMLP's Managing General Partner, EBL&S, Inc.  The directors of EBL&S Property Management, Inc. are the same as those of the Managing General Partner. Pursuant to the Management Agreement, the Property Manager receives a management fee equal to five (5%) percent of all gross operating revenues derived from the Properties payable as and when such income is received, plus a leasing fee for all obtained or renewed leases equal to the fees customarily charged in the geographic area of the leased property, payable as customary in such area.  The Property Manager earned an aggregate of approximately $563,000 for management fees, approximately $14,000 for leasing commissions, and approximately $226,000 for administrative and legal fees in fiscal year 2010. In fiscal 2009, the Property Manager earned an aggregate of $572,000 for management fees, $19,000 for leasing commissions and $191,000 for administrative and legal fees.





III.  Conflicts of Interest





From time to time, there may be conflicts of interest between the Managing General Partner and its affiliates (including the Property Manager), and the Equity General Partner, on the one hand and NPAMLP and its Limited Partners on the other hand.  The Managing General Partner will attempt to resolve any conflicts of interest by exercising the good faith required of fiduciaries, and the Managing General Partner believes that it will generally be able to resolve conflicts on an equitable basis.  Depending on the relevant facts and circumstances, however, the resolution of any particular conflict may not be in favor of NPAMLP.  A resolution which is unfavorable to NPAMLP will result only if the Managing General Partner determines in good faith, bearing in mind its fiduciary duties, that it is the most appropriate to deal with the overall situation.  See “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - I. Liquidity and Capital Resources.”





A.
Conflict Regarding Sales and Refinancing





The Managing General Partner is an affiliate of NPA.  NPA or its affiliates hold the Second Mortgages aggregating approximately $8 million.  This lack of independence gives rise to certain conflicts of interest with respect to the sale or refinancing of the Properties.





The Managing General Partner oversees sales, leases, financing, operations and management of the Properties and decides which Properties are sold and how to apply the Proceeds of Sales of the Properties.  Because NPA or its affiliates hold the Second Mortgages on the Properties which will be repaid from the Proceeds of Sales of the Properties and the Managing General Partner is an affiliate of NPA, the Managing General Partner may not be solely interested in ensuring that sales of Properties generate sufficient proceeds to enable the Limited Partners to receive distributions with respect thereto.  However, pursuant to the Restructuring Agreement, a portion of all proceeds derived from sale of the Properties in excess of the Threshold Amount will be applied in payment of the Wrap Mortgages.  Accordingly, the Managing General Partner (as an affiliate of NPA) will have a financial incentive to cause NPAMLP to maximize Proceeds of Sales of the Properties.  Furthermore, the Managing General Partner is accountable to NPAMLP and the Limited Partners as a fiduciary and, consequently, must exercise good faith and integrity in handling the affairs of NPAMLP and must take its Limited Partners' interests in account in making decisions regarding sales and refinancing.





B.  Other Activities of the Affiliates of the General Partners





There is no limitation on the right of the affiliates of the General Partners to engage in any business even if the business is competitive with the business of NPAMLP.  For instance, if an affiliate of the General Partners owns or manages a property which competes for tenants with a Property owned by NPAMLP, the economic interest of the equity owners of the General Partners in that affiliate may create a conflict between the General Partners or the Property Manager on the one hand and NPAMLP on the other with respect to allocating prospective tenants between competitive properties.  The Managing General Partner and its affiliates presently own one property that is competitive with the Properties, and affiliates of the Managing General Partner may act as manager of such properties.




28




C.
Competition by NPAMLP with Affiliates of the Managing General Partner for Services of Officers and Employees





NPAMLP depends on the Managing General Partner to operate NPAMLP.  The Managing General Partner believes it will have sufficient staff personnel and resources to perform all of its duties with respect to managing NPAMLP.  However, because the staff personnel and resources are shared with affiliates, the Managing General Partner and certain of its affiliates have conflicts of interest in the allocation of management and staff time, services and functions among NPAMLP and other entities in existence or which may be organized.





IV.  Summary of Relationships





E&H Properties, Inc. owns 100% of the equity interest in EBL&S, Inc. (the Managing General Partner) and EBL&S Property Management, Inc. (the Property Manager).  E&H Properties, Inc. is owned 100% by Edward B. Lipkin (Lipkin).  Feldman International, Inc. is owned 100% by Robert McKinney, an employee of the Property Manager.  The General Partners and the Property Manager both have ongoing relationships with NPAMLP.  E&H Properties, Inc. and the affiliates that it controls are the holders of the Second Mortgages.





V.   Related Party Transactions





In June 2006, NPAMLP and ARJAX entered into an agreement with the anchor tenant at the San Mateo property (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 $2,550,000 during the period from June 2006 through the Effective Date.  To date, ARJAX has remitted $1,400,000 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, $500,000 in repairs or improvements, which would otherwise be the responsibility of NPAMLP, to its other stores leased from NPAMLP. Under the Agreement, the liability for the consideration to the anchor tenant is borne by ARJAX and NPAMLP, however it is anticipated that ARJAX shall fund all of the consideration due. Additionally, Lipkin has personally guaranteed the obligations to the anchor tenant under the Agreement. There is a possibility, however, that if ARJAX does not perform its obligations under the Agreement, NPAMLP may be held liable.  Should ARJAX default, NPAMLP may not have sufficient cash to pay this obligation, it would probably have to sell an asset or assets to raise enough cash to do so.  Such sale of assets could result in additional gain being recognized. In June 2008, the Agreement was amended extending the Effective Date to January 31, 2011. In December 2010, the Agreement was amended further extending the Effective Date to February 28, 2014.





In the fourth quarter of 2006, NPAMLP sold its leasehold interest in the San Mateo property to ARJAX. ARJAX intends to convert the San Mateo property into a multi-family development, which would also include retail and office elements. NPAMLP is prohibited from acquiring and developing property and accordingly, could not participate in this development. See “Item 1. NPAMLP Objectives and Policies”. The purchase price for the sale of the leasehold interest was $13,900,000 and was based on the fair market value of NPAMLP’s leasehold interest in the San Mateo property (after taking into consideration the Agreement noted above) 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 (“San Jose Building”).





To complete the tax-deferred exchange arising from the sales of the New Hope, MN and North Sarasota, FL properties, NPAMLP acquired an additional 9.1% tenant-in-common interest in the San Jose Building. All of the interests in the San Jose Building acquired by NPAMLP were acquired from National Property Analysts Management Company (“NPAMC”), a limited partnership controlled by Lipkin.  As a result of the conveyance by NPAMC of the tenant-in-common interests, NPAMC recognized a gain of $300,000, primarily from depreciation recapture.




29




As the term of the lease of the tenant occupying the San Jose Building 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 greater of: (1) the proceeds from disposition or, (2) the $13,900,000 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 Building.





VI.  Director Independence





NPAMLP has no separate nominating, audit or compensation committees because in part, it is not required to do so, but also because no compensation is paid and there are no directors. NPAMLP has limited business activities and its day to day activities are run by the Managing General Partner and EBL&S Property Management Inc.





Item 14.    Principal Accounting Fees and Services





I.   Audit Fees





The aggregate fees billed for each of the last two fiscal years for professional services rendered by Asher & Company, Ltd. for the audit of NPAMLP’s annual financial statements and review of financial statements included in NPAMLP’s Form 10-Q, or services that are normally provided by the accountant in connection with the statutory and regulatory filings or engagements for such two fiscal years, amounted to $187,500 ($95,000 and $92,500 for the years ended December 31, 2010 and 2009, respectively).





II.
Audit Related Fees





None.





III. Tax Fees





The aggregate fees billed in each of the last two fiscal years for professional services rendered by Asher & Company, Ltd. for tax compliance, tax advice and tax planning were $29,000 ($14,500 for each of the years ended December 31, 2010 and December 31, 2009).





IV.  All Other Fees





There were no fees billed in each of the last two fiscal years for products or services provided by Asher & Company, Ltd. other than the services reported in the two preceding paragraphs.





V. Pre-approval Policies and Procedures





All audit related services, tax compliance, tax advice and tax planning and other services were pre-approved by the Managing General Partner, which concluded that the provision of such services by NPAMLP’s Independent Registered Public Accounting Firm was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. The policy of the Managing General Partner provides for pre-approval of these services and all audit related, tax or other services not prohibited under Section 10A(g) of the Securities Exchange Act of 1934, as amended, to be performed for NPAMLP by their Independent Registered Public Accountants, subject to the de minimus exception described in Section 10A(i)(1)(B) of the Exchange Act on an annual basis and on individual engagements if minimum thresholds are exceeded. The percentage of audit related, tax and other services that were approved by the Managing General Partner is 100%.




30




PART IV





Item 15.
Exhibits, Financial Statement Schedules





I.  Documents filed as Part of this Report





A.  Financial Statements and Supplementary DataReport of Independent Registered Public Accounting Firm


F-1Combined Financial Statements:Combined Balance Sheets at December 31, 2010 and 2009


F-3Combined Statements of Operations and Changesin Partners' Deficit for the years endedDecember 31, 2010 and 2009


F-4Combined Statements of Cash Flows for the years endedDecember 31, 2010 and 2009


F-5Notes to Combined Financial Statements


F-6





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.




31




*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.**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 filedJuly 14, 1994 (0-24816)


**
Incorporated by reference from Registrant's Report on Form 10-K filedApril 1, 1996 (0-24816).


***
Incorporated by reference from Registrant's Report on Form 10-K filedMarch 31, 2003 (0-24816).


****
Incorporated by reference from Registrant's Report on Form 10-Q filedNovember 11, 2003 (0-24816).




32




SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(Registrant)





By:   EBL&S, Inc., its managing general partner





By:
/s/ Edward B. LipkinEdward B. LipkinDirector








Date:
March 30, 2011


By:   Feldman International, Inc., its equity general partner





By:
/s/ Robert McKinneyRobert McKinneyDirector





Date:
March 30, 2011





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.





Signature

Capacity

Date/s/ Edward B. Lipkin

Director of EBL&S, Inc.

March 30, 2011Edward B. Lipkin

Principal Executive Officer,Principal Accounting Officer andPrincipal Financial Officer/s/ Robert McKinney

Director of Feldman International, Inc.

March 30, 2011Robert McKinney

Registrant’s equity general partner




33





COMBINED FINANCIAL STATEMENTS AND


REPORT OF INDEPENDENT REGISTERED


PUBLIC ACCOUNTING FIRM





NATIONAL PROPERTY ANALYSTS


MASTER LIMITED PARTNERSHIP





DECEMBER 31, 2010 AND 2009









NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a limited partnership)





Table of Contents





Page No.Report of Independent Registered Public Accounting Firm

F-1Combined Balance Sheets December 31, 2010 and 2009

F-3Combined Statements of Operations and Changes in Partners’ Deficit,Years ended December 31, 2010 and 2009

F-4Combined Statements of Cash Flows,Years ended December 31, 2010 and 2009

F-5Notes to Combined Financial Statements

F-6









Report of Independent Registered Public Accounting Firm




General Partners


National Property Analysts Master Limited Partnership




We have audited the accompanying combined balance sheets of National Property Analysts Master Limited Partnership (NPAMLP) (a limited partnership) as of December 31, 2010 and 2009 and the related combined statements of operations and changes in Partners’ deficit and cash flows for each of the years in the two-year period ended December 31, 2010.   The Partnership’s management is responsible for these combined financial statements. Our responsibility is to express an opinion on these combined financial statements based on our audits.




We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement, assessing the accounting principles used and significant estimates made by managements, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.




F-1




In our opinion, the combined financial statements referred to above presents fairly, in all material respects, the combined financial position of National Property Analysts Master Limited Partnership as of December 31, 2010 and 2009 and the combined results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.




/s/ ASHER & COMPANY, Ltd.




Philadelphia, Pennsylvania


March 30, 2011




F-2




NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a limited partnership)


Combined Balance Sheets


December 31, 2010 and 2009


(in thousands)




2010


2009AssetsRental property, at cost:Land

$
7,568


$
7,582Buildings


107,418



107,159Tenant-in-common property


22,662



22,662137,648



137,403Less: accumulated depreciation


78,051



74,008Rental property, net


59,597



63,395Cash and cash equivalents


611



787Restricted cash


108



80Investment securities available for sale, at market


3,221



3,218Tenant accounts receivable, net of allowance of $30 as of December 31, 2010and December 31, 2009, respectively


188



148Unbilled rent receivable


1,261



1,215Accounts receivable and other assets, net (1)


404



781Total assets

$
65,390


$
69,624Liabilities and Partners' DeficitWraparound mortgages payable (1)

$
148,730


$
156,700Less: unamortized discount based on imputed interest rate of 12% (1)


38,044



49,298Wraparound mortgages payable less unamortized discount (1)


110,686



107,402Due to Pension Groups (1)


3,335



3,292Other borrowings (1)


194



194Accounts payable and other liabilities (1)


3,373



3,183Deferred revenue


254



197Finance lease obligation


1,750



1,750Total liabilities


119,592



116,018Partners' deficit


(54,202
)


(46,394
)Total liabilities and partners' deficit

$
65,390


$
69,624





(1)See Note 3:  Related Party Transactions.


See accompanying notes to combined financial statements.




F-3




NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a limited partnership)


Combined Statements of Operations and Changes in Partners' Deficit


Years Ended December 31, 2010 and 2009


(in thousands, except per-unit data)





2010


2009Income:Rental income

$
12,767


$
13,042Other charges to tenants


3,067



3,242Interest and dividend income


151



236Total income


15,985



16,520Operating expenses:Interest expense (1)


13,099



12,313Real estate taxes


2,717



3,016Management fees (1)


563



572Common area maintenance expenses


1,687



1,586Ground rent (1)


781



776Repairs and maintenance


502



378General and administrative (1)


732



535Depreciation


4,044



4,030Amortization


74



74Total operating expenses


24,199



23,280Operating loss


(8,214
)


(6,760
)Other income:Realized gain on investment securities


88



358Gain from litigation settlement


225



-Loss from continuing operations


(7,901
)


(6,402
)Discontinued operations:Gain on disposition of properties, net


54



-Net loss


(7,847
)


(6,402
)Partners' deficit:Beginning of period


(46,394
)


(40,059
)Net change in unrealized gain on investment securities


39



67End of period

$
(54,202
)

$
(46,394
)Net loss per unit

$
(80.27
)

$
(65.49
)Weighted average units outstanding


97,752



97,752





(1) See Note 3:  Related Party Transactions


See accompanying notes to combined financial statements.




F-4




NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a limited partnership)


Combined Statements of Cash Flows


Years Ended December 31, 2010 and 2009


(in thousands, except per-unit data)





2010


2009Cash flows from operating activities:Net loss

$
(7,847
)

$
(6,402
)Adjustments to reconcile net loss to net cash provided by operating activities:Depreciation and amortization


4,118



4,104Amortization of discount (1)


11,254



10,263Provision for bad debt


240



-Net gain on disposition of properties


(54
)


-Realized gains on investment securities


(88
)


(358
)Change in assets and liabilitiesIncrease in tenant accounts receivable


(40
)


(93
)Increase in unbilled rent receivable


(46
)


(100
)Decrease in accounts receivable and other assets (1)


63



69Increase in accounts payable and other liabilities (1)


190



162Increase (decrease) in deferred revenue


57



(16
)Net cash provided by operating activities


7,847



7,629Cash flows from investing activities:Disposition of properties


68



-Improvements to rental property


(259
)


(93
)Increase in restricted cash


(28
)


(17
)Purchases of investment securities


(4,439
)


(4,753
)Sale of investment securities


4,562



4,743Net cash used in investing activities


(96
)


(120
)Cash flows from financing activities:Payments on wraparound mortgages (1)


(7,970
)


(8,083
)Increase in balance due to NPAEP


43



44Net cash used in financing activities


(7,927
)


(7,994
)Decrease in cash and cash equivalents


(176
)


(485
)Cash and cash equivalents:Beginning of period


787



1,272End of period

$
611


$
787Supplemental disclosure of cash flow information:Cash paid during the period for interest

$
1,489


$
1,763





(1) See Note 3:  Related Party Transactions.


See accompanying notes to combined financial statements.




F-5




NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a limited partnership)


Notes to Combined Financial Statements


December 31, 2010 and 2009


(dollars in thousands)





(1)  Formation and Description of Business





National 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. As such the NPAMLP has provided detail disclosure of committments through its termination date and summary disclosure of commitments after the termination date of NPAMLP.





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, 2010, 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.





Liquidity





NPAMLP has working capital as of December 31, 2010 and 2009, of approximately $2,964 and $3,156, respectively, excluding amounts due to EBL&S of $2,608 and $2,448, respectively, and excluding amounts due to NPAEP of $3,335 and $3,292 at December 31, 2010 and 2009, respectively.  NPAMLP has $611 of unrestricted cash and $2,306 available under line of credit agreements at December 31, 2010, to meet its short-term obligations.  Through December 31, 2010, 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.




F-6




NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a limited partnership)


Notes to Combined Financial Statements


December 31, 2010 and 2009


(dollars in thousands)





(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 FASB authoritative guidance.  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, 2010 was as follows:





2010


2009Tenant-in-common property

$
22,662


$
22,662Wraparound mortgage payable, net of discount


12,262



13,689




In accordance with FASB authoritative guidance, 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 undiscounted future net cash flows expected to be generated by the properties.  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 NPAMLP’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.  Management determines fair value by utilizing market and income approaches.





The market approach estimates what a potential buyer would pay today.  The key inputs used in the model included, broker quotes, capitalization rates, expected lease up and holding periods or property appraisals. When available, current market information, like comparative sales price, was used to determine capitalization and rental growth rates.  NPAMLP  also utilizes the income approach to estimate the fair value of our income producing real estate assets. To the extent that the assumptions used in testing long-lived assets for impairment differ from those of a marketplace participant, the assumptions are modified in order to estimate the fair value of a real estate asset when an impairment charge is measured. In addition to determining future cash flows, which make the estimation of a real estate asset’s undiscounted cash flows highly subjective, the selection of the discount rate and exit capitalization rate used in applying the income approach is also highly subjective.  There were no impairment charges for the years ended December 31, 2010 and 2009.





Gains or losses from the sales of property generally are recognized using the full accrual method in accordance with the FASB authoritative guidance.




F-7




NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a limited partnership)


Notes to Combined Financial Statements


December 31, 2010 and 2009


(dollars in thousands)





(b)
Cash and Cash Equivalents





All 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, 2010 and 2009 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. At December 31, 2010 and 2009, cash was held in multiple accounts maintained at three separate financial institutions.  At December 31, 2010 and 2009, the total cash balance held at these institutions was approximately $882 and $1,119, respectively. The balances exceeded federally insured limits by $531 and $756 at December 31, 2010 and 2009, respectively.





(c)
Restricted Cash





Restricted cash consists principally of amounts held in escrow by lending institutions for real estate taxes.





(d)
Tenant Accounts Receivable





Accounts receivable include current tenant accounts receivable, net of allowances, and other accruals.NPAMLP regularly reviews the collectability of its receivables and the credit worthiness of its tenants and adjusts its allowance for doubtful accounts, straight-linerent receivable balance and tenant improvement and leasing costs amortization accordingly.





(e)
Accounts Receivable and Other Assets





Accounts receivable and other assets includes a past due note receivable from the buyer of the Ardmore, Oklahoma property for which NPAMLP has recognized a provision for bad debt in the amount of $240 at December 31, 2010. Accounts receivable and other assets also includes certain prepaid expenses and leasing commissions which have been capitalized and  amortized over the lives of the respective leases. At December 31, 2010 and 2009, the amount of deferred leasing commissions was $346, and the amount of accumulated amortization was $291 and $221, respectively.





(f)
Investment Securities





Investment 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.





(g)
Discount on Wraparound Mortgage





The discount on wraparound mortgages represents the difference between the present value of mortgage payments at the stated interest rate (see Note 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 the FASB authoritative guidance, NPAMLP accounts for the unamortized discount on wraparound mortgages related to wraparound mortgages that have been extinguished as losses or gains in the period of extinguishment.




F-8





NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a limited partnership)


Notes to Combined Financial Statements


December 31, 2010 and 2009


(dollars in thousands)





(h)
Rental Income





Rental 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 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





(i)
Income Taxes





No provision has been made in the combined financial statements for income taxes, as any such liability is the liability of the individual partners. NPAMLP adopted the provisions of accounting standards for income taxes which changed the framework for accounting for uncertainty in income taxes.  Accordingly, there are no uncertain tax positions or possibly significant unrecognized tax benefits that are reasonably expected to occur within the next 12 months.





(j)
Fair Value of Financial Instruments





The FASB’s authoritative guidance 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 because of the short-term maturity of these instruments. In accordance with this guidance, 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, 2010 and 2009.





(k)
Discontinued Operations





Income or loss from operations of sold properties is reported as discontinued operations in accordance with the FASB authoritative guidance.





(l)
Use of Estimates





The 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)
Reclassifications





It is policy of NPAMLP to reclassify prior year financial statements to conform to the current year’s presentation in accordance with FASB authoritative guidance.  Such reclassifications have no effect on Net income or loss in the Combined Statements of Operations and Changes in Partners’ Deficit.





F-9





NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a limited partnership)


Notes to Combined Financial Statements


December 31, 2010 and 2009


(dollars in thousands)





(n)
New pronouncements





In January 2010, the FASB issued authoritative guidance to enhance the usefulness of fair value  measurements. This guidance amends the disclosures about fair value measurements in the FASB Accounting Standards Codification. The amended guidance is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disaggregation requirement for the reconciliation disclosure of Level 3 measurements, which is effective for fiscal years beginning after December 15, 2010 and for interim periods within those years. NPAMLP has adopted the provisions of the guidance which did not have a material impact on its combined financial statements.





In June 2009, the FASB issued authoritative guidance to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about (1) a transfer of its financial assets, (2) the effects of such a transfer on its financial position, financial performance, and cash flows, and (3) a reporting entity’s continuing involvement, if any, in the transferred financial assets.





The guidance is effective for annual reporting periods beginning after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter, with early adoption prohibited. NPAMLP has adopted the provisions of the FASB guidance which did not have a material impact on its combined condensed financial statements.





In June 2009, the FASB issued authoritative guidance to improve financial reporting disclosure by companies nvolved with variable interest entities and to provide more relevant and reliable information to users of financial statements. The guidance is effective for annual reporting periods beginning after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter, with early adoption prohibited. NPAMLP has adopted the provisions of the guidance which did not have a material impact on its combined financial statements.





F-10





NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a limited partnership)


Notes to Combined Financial Statements


December 31, 2010 and 2009


(dollars in thousands)





(3)
Related-Party Transactions





NPAMLP 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.  Under the terms of the NPAMLP partnership agreement, the managing general partner is entitled to be reimbursed for its expenses for administering NPAMLP’s affairs. Such administrative expenses are billed to NPAMLP based on the wages and time incurred by EBL&S personnel for such services.





Management fees and administrative services are paid exclusively to EBL&S and are included in the Combined 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, 2010, are $2,608 due EBL&S, $133 due EHD and $224 due limited partnerships where Lipkin has a controlling interest. As of December 31, 2009 the amounts included in Accounts payable and other liabilities due to EBL&S, EHD and limited partnerships where Lipkin has a controlling interest were $2,448, $126 and $239, 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:





2010


2009Property management fees

$
563


$
572Leasing commissions


14



19Administrative services and legal fees


226



191Total

$
803


$
782





F-11





NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a limited partnership)


Notes to Combined Financial Statements


December 31, 2010 and 2009


(dollars in thousands)





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.  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 terms of the consideration received by NPAMLP in exchange for the leasehold interest, NPAMC caused NPAEP to agree to modify the wrap mortgage byoffsetting 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, 2010 and 2009, respectively.





NPA holds purchase money mortgages on certain properties of NPAMLP.  The purchase money mortgages aggregated approximately $7,696 and $8,372 at December 31, 2010 and 2009, respectively.





(4)
Tenant Leases





At December 31, 2010 and 2009, NPAMLP effectively owned and operated 24 properties 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 2011 and 2035.





F-12





NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a limited partnership)


Notes to Combined Financial Statements


December 31, 2010 and 2009


(dollars in thousands)





Future minimum lease rentals to be received under noncancellable leases are approximately:





2011


11,0632012


10,1542013


7,270Thereafter


36,873Total

$
65,360





Rental income includes approximately $176 and $180, related to percentage rents for the years ended December 31, 2010 and 2009, respectively.





(5)
Major Tenants





NPAMLP’s primary anchor tenants are Sun Microsystems, Sears Holdings Corporation and its subsidiaries (“Sears”) and CVS Corporation (“CVS”). In 2010 and 2009, Sun Microsystems accounted for approximately 25% and 23%, respectively, of the rental income received by NPAMLP.  In 2010 and 2009, Sears accounted for approximately 17% and 18%, respectively, of the rental income received by NPAMLP and CVS accounted for approximately 14% of the rental income received by NPAMLP.  As of December 31, 2010, NPAMLP had 1 lease with Sun Microsystems for approximately 250,000 square feet.  As of December 31, 2010, NPAMLP had 6 leases with Sears aggregating approximately 620,000 square feet and 5 leases with CVS aggregating approximately 57,000 square feet. As of December 31, 2010 and 2009, NPAMLP was due $84 and $92, respectively, from Sears under its leases.  As of December 31, 2010 NPAMLP was due $2 from CVS under its respective leases. As of December 31, 2010 and 2009, no amounts were due from Sun Microsystems.





At December 31, 2010, three tenants owed NPAMLP amounts in excess of 10% of total Accounts receivable.  Sears, Grandview Retail Stores and Supremo Foods represented 39%, 23% and 18%, respectively, of Accounts receivable at December 31, 2010.  At December 31, 2009, three tenants owed NPAMLP amounts in excess of 10% of total Accounts receivable.  Sears, Grandview Retail Stores and Roundy’s represented 51%, 17% and 13%, respectively, of Accounts receivable at December 31, 2009.





(6)
Disposal of Long-Lived Assets





Income or loss from operations of sold properties is reported as discontinued operations in accordance with FASB authoritative guidance.  Accordingly, the results of operations of properties disposed of or held for sale are classified as Discontinued operations in the Combined Statement of Operations and Changes in Partners’ Deficit. In 2010, a portion of the Taylorville, Illinois property was conveyed to the City of Taylorville in lieu of eminent domain. As a result of this transaction, NPAMLP recognized a net gain on disposition of properties of $54.





(7)
Ground Leases / Finance Lease Obligation





NPAMLP is obligated under 11 noncancellable ground leases that expire between 2011 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 2015.





F-13





NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a limited partnership)


Notes to Combined Financial Statements


December 31, 2010 and 2009


(dollars in thousands)





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 were $349 and $280 for the years ended December 31, 2010 and 2009, respectively, and 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, 2010 are approximately:





2011


1,1542012


1,1092013


940Thereafter


7,252$
10,455




Total payments for rental under ground leases for the years ended December 31, 2010 and 2009 was approximately $1,085 and $1,103, respectively.





(8)
Other Borrowings





NPAMLP 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, 2010) and is scheduled to expire in May 2011. Any amounts advanced to NPAMLP are not directly secured by any collateral.





As of December 31, 2010 and 2009, $194 was owed by NPAMLP under this line of credit, excluding $133 and $126 in accrued interest at December 31, 2010 and 2009, respectively.  Total interest expense under the line of credit for each of the years ending December 31, 2010 and 2009, was $6.





(9)
Wraparound Mortgages





The 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 generally 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. Generally 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.





F-14





NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a limited partnership)


Notes to Combined Financial Statements


December 31, 2010 and 2009


(dollars in thousands)





In prior years, NPAEP had forgiven the wraparound mortgages remaining after the disposition of properties that were owned by NPAMLP.  In accordance with FASB authoritative guidance, such forgiveness from a related party is accounted for as a capital transaction. There was no forgiveness of wraparound mortgage indebtedness in 2010 and 2009.





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 2010, NPAMLP increased the discount on wraparound mortgages and recognized a reduction in interest expense in the amount of $145, and in 2009, NPAMLP increased the discount on wraparound mortgages and recognized a reduction in interest expense in the amount of $597.





The wraparound mortgages are scheduled to mature on December 31, 2013 and have 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 three (3) years are approximately:





2011


8,2652012


8,5712013


131,894




(10)
Investment Securities Available for Sale





Investments in available for sale mutual funds and common stock securities were as follows as of December 31, 2010, and 2009:





December 31, 2010Gross


GrossAmortized

Cost


Unrealized

Gains


Unrealized

Losses


Market

ValueCommon stock

$
1,163


$
32


$
-


$
1,195Mutual funds


1,966



63



(3
)

$
2,026Securities available for sale

$
3,129


$
95


$
(3
)

$
3,221December 31, 2009Gross


GrossAmortized

Cost


Unrealized

Gains


Unrealized

Losses


Market

ValueMutual funds

$
3,165


$
71


$
(18
)

$
3,218Securities available for sale

$
3,165


$
71


$
(18
)

$
3,218





F-15





NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a limited partnership)


Notes to Combined Financial Statements


December 31, 2010 and 2009


(dollars in thousands)





(11)
Partners’ Deficit





Following is a summary of the combined changes in partners’ deficit for the two years ended December 31, 2010 (in thousands except unit data):





Units


Partners’ DeficitGeneral


Limited





General


LimitedPartners


Partners


Total


Partners


Partners


TotalJanuary 1, 2009,


1,000



96,752



97,752



(415
)


(39,644
)


(40,059
)Net loss


-



-



-



(42
)


(6,360
)


(6,402
)Net change in unrealized gain on investment securities


-



-



-



7



60



67December 31, 2009


1,000



96,752



97,752


$
(450
)

$
(45,944
)

$
(46,394
)Net loss


-



-



-



(78
)


(7,769
)


(7,847
)Net change in unrealized gain on investment securities


-



-



-



4



35



39December 31, 2010


1,000



96,752



97,752


$
(524
)

$
(53,678
)

$
(54,202
)





(12)
Commitments and Contingencies





Upon NPAMLP’s formation, the titles of the properties of 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.





F-16





NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a limited partnership)


Notes to Combined Financial Statements


December 31, 2010 and 2009


(dollars in thousands)





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 $1,400 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. In December 2010, the Agreement was amended further extending the Effective Date to February 28, 2014.





(13)
Disclosure of Fair Value of Financial Instruments





In addition to the disclosures in Note 14 for assets which are recorded at fair value, GAAP also requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. The following disclosure of estimated fair value was determined by NPAMLP using available market information and appropriate valuation methodologies.  However, considerable judgment is necessary to interpret market data and develop estimated fair value.  Accordingly, the estimates presented herein are not necessarily indicative of the amounts NPAMLP could realize on disposition of the financial instruments at December 31, 2010 and December 31, 2009.  The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.





Cash equivalents, receivables, accounts payable, and accrued expenses and other liabilities are carried at amounts which reasonably approximate their fair values due to their short term nature as of December 31, 2010 and December 31, 2009. Marketable securities are carried at fair value and valued based on quoted market prices in an exchange and active markets.





Management estimates that the carrying value approximates the estimated fair value of the wraparound mortgages at December 31, 2010 and December 31, 2009.  In accordance with FASB authoritative guidance, NPAMLP has determined the estimated fair value of its wraparound mortgages based on discounted future cash flows at a current market rate.  Disclosure about fair value of financial instruments is based on pertinent information available to management as of December 31, 2010 and December 31, 2009.





(14)
Fair Value Measurements





NPAMLP applies the guidance of the FASB regarding fair value measurements.   The guidance establishes a common definition for fair value to be applied to U.S. GAAP guidance requiring use of fair value, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements.  This guidance does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements.





F-17





NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a limited partnership)


Notes to Combined Financial Statements


December 31, 2010 and 2009


(dollars in thousands)





The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:





·
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.




·
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.




·
Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions




The following is a description of the valuation methodologies used for the investments measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy:





Level 1 Fair Value Measurements




Mutual funds and common stock are valued based on quoted market prices in active markets, which represent the net asset values of shares held by NPAMLP at period end and are classified as Level 1 investments.




Level 2 Fair Value Measurements




There were no Level 2 inputs used in the valuation




Level 3 Fair Value Measurements




There were no Level 3 inputs used in the valuation.





Fair Value Measurements at December 31, 2010

Using Fair Value HierarchyFair Value as of

December 31, 2010


Level 1


Level 2


Level 3Common stock

$
1,195


$
1,195


$
-


$
-Mutual funds


2,026



2,026



-



-Total

$
3,221


$
3,221


$
-


$
-





Fair Value Measurements at December 31, 2009

Using Fair Value HierarchyFair Value as of

December 31, 2009


Level 1


Level 2


Level 3Mutual funds

$
3,218


$
3,218


$
-


$
-Total

$
3,218


$
3,218


$
-


$
-





F-18





NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a limited partnership)


Notes to Combined Financial Statements


December 31, 2010 and 2009


(dollars in thousands)





(15)
Future Interest Agreement





In 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 provided that NPAEP and PVPG: (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 the FASB authoritative guidance,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 addition NPAMLP 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.





The Managing General Partner believes that the execution and delivery of the 2003 Agreement will have the following effects for NPAMLP: as a result of the reduction in the annual interest rate on the NPAEP Wrap Notes and the PVPG Wrap Notes (i) NPAMLP expects to realize significant reductions in interest that it otherwise would have been obligated to pay during the period between January 1, 2003 and December 31, 2013 when these loans mature and (ii) NPAMLP will be able to allocate a greater portion of its available cash flow to principal repayments.  As a result of the faster repayment of principal, the Limited Partners will recognize additional taxable income (or smaller tax losses) in each year from 2003 until the maturity of the NPAEP Wrap Mortgages and the PVPG Wrap Mortgages.  In addition, the anticipated date of dissolution of NPAMLP will now occur in 2013 rather than 2015.  Further, because the reduced interest rate is below the Applicable Federal Rate (“AFR”) prescribed under Section 1274, Internal Revenue Code of 1986, as amended, investors in certain Partnerships recognized non-recurring ordinary income (forgiveness of indebtedness) in 2003.  The tax impact of this recognition will depend upon numerous factors related to each investor’s particular tax situation, including his marginal tax rate and his suspended passive losses from prior years.





F-19





NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a limited partnership)


Notes to Combined Financial Statements


December 31, 2010 and 2009


(dollars in thousands)





The Wrap Mortgages owned by NPAEP are due and payable in substantial “balloon” amounts on December 31, 2013.  Assuming no sales of Properties by NPAMLP in the interim period (2010 through 2013) the projected balance due for all of the Wrap Mortgages at December 31, 2013 is expected to approximate $109,000.  As described above, in return for the reduction in interest rate and other consideration set forth above, including the satisfaction of the Wrap Mortgages due on December 31, 2013, NPAMLP’s general partner has agreed to deliver deeds of future interest and assignments of leasehold interest, to be recorded currently, effective December 31, 2013, to NPAEP.  NPAMLP’s Managing General Partner has determined that it is in the best interests of NPAMLP and its partners to do so.  The effect of these deeds and assignments will be to facilitate a transfer of fee and leasehold ownership to the holders of the Wrap Mortgages at maturity (unless the Wrap Mortgages have been previously paid in full).  Notwithstanding the foregoing, NPAEP has agreed in the 2003 Agreement to (a) release the liens of the Wrap Mortgages and (b) deliver such deeds of future interest, assignments of leasehold interests, or other documents or instruments as are necessary to facilitate or effect such sales of the Properties prior to December 31, 2013 as the Managing General Partner shall otherwise deem desirable.  The costs incurred arising from the recordation of any of the documents described in the 2003 Agreement shall be borne by NPAEP.  The Managing General Partner believes that the result of the forgoing actions taken pursuant to the 2003 Agreement will preserve all rights of the Limited Partners under the Restructuring Agreement, including their right to share in certain sales proceeds or cash flows prior to maturity of the Wrap Mortgages.





F-20