NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP - 10-Q Quarterly Report

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SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

X Quarterly report pursuant to Section 13 or 15(d) of the Securities
- --- Exchange Act of 1934 for the quarterly period ended September 30, 2003.

Transition report pursuant to Section 13 or 15(d) of the Securities
- --- Exchange Act of 1934 for the transition period from _____________ to
____________.

0-24816
(Commission File Number)

NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
-----------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware 23-2610414
- ----------------------------- ---------------------------------
(State of other jurisdiction (IRS Employer Identification No.)
incorporated or organization)

230 S. Broad Street, Mezzanine
Philadelphia, Pennsylvania 19102
--------------------------------
(Address of principal executive offices)

Registrant's telephone number: 215-790-4700

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 the number of units of limited partnership interest outstanding as of
the latest practicable date.

Units of Limited Partnership Interest 97,752 units
- ------------------------------------- ---------------------------------
(Class) (Outstanding at November 11, 2003)

NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
INDEX

NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)

COMBINED BALANCE SHEETS
(IN THOUSANDS)

(1) See Note 3: Related Party Transactions.

See accompanying notes to combined financial statements.

2

NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)

COMBINED STATEMENTS OF OPERATIONS AND CHANGES IN PARTNERS' DEFICIT (UNAUDITED)
(IN THOUSANDS, EXCEPT PER-UNIT DATA)

(1) See Note 3: Related Party Transactions.

See accompanying notes to combined financial statements.

3

NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)

COMBINED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)

(1) See Note 3: Related Party Transactions.

See accompanying notes to combined financial statements.

4

NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)

Notes to Combined Financial Statements (Unaudited)
September 30, 2003
(dollars in thousands)

Note 1: Basis of Presentation

The accompanying unaudited combined financial statements have been prepared in
conformity with accounting principles generally accepted in the United States of
America and with the instructions to Form 10-Q. Certain information and
accounting policies and footnote disclosures normally included in financial
statements prepared in conformity with accounting principles generally accepted
in the United States of America have been condensed or omitted pursuant to such
instructions, although the Company believes that the included disclosures are
adequate for a fair presentation. The information furnished reflects all
adjustments (consisting of normal recurring adjustments) which are, in the
opinion of management, necessary for a fair summary of the financial position,
results of operations and cash flows for the interim periods presented. These
combined financial statements should be read in conjunction with the combined
financial statements and notes thereto filed with Form 10-K for the year ended
December 31, 2002.

Note 2: 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 regional shopping centers
or malls with national retailers as anchor tenants. The ownership and operations
of these properties have been combined in NPAMLP.

The financial statements include the accounts of partnerships that contributed
their interests to NPAMLP and certain partnerships whose partnership interests
were not contributed as of the effective date of NPAMLP's formation on January
1, 1990, but were allocated their interests in NPAMLP as if their partnership
interests had been contributed on January 1, 1990.

Note 3: Related Party Transactions

Management fees, leasing commissions and certain administrative services are
paid to EBL&S Property Management, Inc (EBL&S), which is owned entirely by E&H
Properties, Inc (E&H), a corporation owned and controlled by Edward B. Lipkin
(Lipkin), a related party. The leasing commissions are deferred over the life of
their respective leases and $408 due to EBL&S for leasing commissions is
included in Accounts receivable and other assets on the Balance Sheet at
September 30, 2003. Management fees are paid exclusively to EBL&S and are
included in the Statement of Operations. Also, included in Accounts receivable
and other assets is a $436 loan receivable from a partnership in which Lipkin
owns a 50% general partnership interest at September 30, 2003. The Wraparound
mortgages payable are held by National Property Analysts Employee Partnership
(NPAEP), Penn Valley Pension Group (PVPG) and Main Line Pension Group. NPAEP and
PVPG, which collectively own approximately 97 percent of the outstanding balance
of the Wraparound mortgages payable, are controlled by Lipkin. Due to Pension
Groups, 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. Included within Accounts payable and
other liabilities are $1,393 due EBL&S and $4 due E&H at September 30, 2003.
During the first quarter of 2002, NPAMLP sold a property located in Newberry,
South Carolina for $1,080, which included the assumption of related debt in the
amount of $650, to a limited partnership in which Lipkin

5

NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)

Notes to Combined Financial Statements (Unaudited)
September 30, 2003
(dollars in thousands)

owned a 1% interest of the general partner. The net gain on this transaction,
including the forgiveness of wraparound mortgages, net of discounts, was $784.
During the third quarter of 2002, NPAMLP sold a property located in Fairfield,
Iowa for $650 to a limited partnership in which Lipkin owned a 1% interest of
the general partner. The net gain on this transaction, including the forgiveness
of wraparound mortgages, net of discounts, was $690.

During 1996, the El Paso, Texas property was sold to a limited partnership owned
by directors and executives of EBL&S. The sales price of the property was
determined to be at fair market value by an independent appraiser. In connection
with the transaction, a promissory note was issued to NPAMLP in the approximate
amount of $436. The note is unsecured, interest only, bears interest at 10% and
matures on November 1, 2008.

Note 4: Major Tenants

NPAMLP's primary anchor tenant is Kmart Corporation and its subsidiaries
("Kmart") which, for the nine months ended September 30, 2003 and 2002 accounted
for approximately 42% and 50%, respectively, of the rental income earned by
NPAMLP. In January 2002, Kmart filed for protection under Chapter 11 of the
United States Bankruptcy Code. As of September 30, 2003, NPAMLP had 17 remaining
leases with Kmart aggregating approximately 1,698,000 square feet. As of
September 30, 2003, the total due from Kmart was $275 (see Management's
Discussion and Analysis - Liquidity and Capital Resources). Four of the stores
occupied by Kmart had been vacated as of December 31, 2001; however, Kmart had
continued to make rental payments under the terms of its lease for each of these
properties until three of the four leases were rejected by Kmart in bankruptcy
during the first quarter of 2002. Subsequent to the filing of its bankruptcy
petition, Kmart rejected the leases and ceased payment of rent on the Fort
Wayne, Indiana; Lake Mary, Florida and Newberry, South Carolina properties
effective February 1, 2002. The fourth Kmart lease vacant at December 31, 2001
was leased to another anchor tenant in 2002. During the year ended December 31,
1990, NPAMLP sold options for the purchase of the Fort Wayne, Indiana and
Sparks, Nevada properties (the Sparks property was also leased to Kmart at
December 31, 2001) and under the terms of these option agreements, the
bankruptcy filing by Kmart constituted a default on the option agreements. In
January 2002, the Sparks property was conveyed to the holder of its option. As a
result of this transaction, the Deposit on sale of property was reduced by
$1,150 and the net gain, including forgiveness of wraparound mortgages, net of
discounts was recorded for $2,014. In December 2002, the Fort Wayne property was
conveyed to the holder of its option. As a result of this transaction, the
Deposit on sale of property was reduced by $600 and the net gain, including the
forgiveness of wraparound mortgages, net of discounts was recorded for $1,136.
NPAMLP has negotiated a short term lease with the subtenant at the Lake Mary
property. In August 2003, the lender on the Lake Mary property commenced an
action to foreclose on its mortgage. NPAMLP is the beneficiary of a trust ("Lake
Mary Trust") which owns the Lake Mary property. In September 2003, Lake Mary
Trust filed for protection under Chapter 11 of the United States Bankruptcy
Code. In October 2003, Lake Mary Trust and its lender entered into an agreement
whereby Lake Mary Trust could satisfy the mortgage at a discount by April 2004.
Management believes that it is the intention of Lake Mary Trust to sell or lease
the property to a major retailer. If Lake Mary Trust is unable to refinance or
sell the property by April 2004, the property could be lost to foreclosure. As
of September 30, 2003, the carrying value of this property was $7,056 and the
balance of the related wraparound mortgages payable, net of discounts, was
$6,214. In March 2002, the Newberry property was sold to a limited partnership
in which a related party owned a 1% general partner interest.

6

NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)

Notes to Combined Financial Statements (Unaudited)
September 30, 2003
(dollars in thousands)

In the second quarter of 2002, leases at the Bowling Green, Ohio and Hutchinson,
Minnesota properties were rejected by Kmart in bankruptcy. The Bowling Green
property had a carrying value of $1,842 and the balance of the related
wraparound mortgages payable, net of discounts, was $5,784 as of September 30,
2003. With respect to the Bowling Green property, there can be no assurance that
new leases can be successfully negotiated or that the rental income will be
comparable. In July 2003, the Hutchinson property was foreclosed and conveyed to
the property's lender. As a result of this foreclosure, a net gain, including
forgiveness of wraparound mortgages, net of discounts was recorded for $1,335.

In January 2003, Kmart filed its Joint Plan of Reorganization and corresponding
Disclosure Statement with the United States Bankruptcy Court. The Plan of
Reorganization was confirmed in the second quarter of 2003. In addition, in
January 2003, Kmart submitted its second official store closing list of 326
stores which did not include any of the stores in properties owned by NPAMLP.

On May 6, 2003, the Kmart Plan of Reorganization was confirmed by the Bankruptcy
Court and Kmart emerged from the Court's protection. NPAMLP does not expect that
Kmart's reorganization will have a material impact on NPAMLP's financial
position or results of operations.

Note 5: Property Subject to Sales Contracts

During the years ended December 31, 1990 and 1995, NPAMLP sold options for the
purchase of two and three rental properties, respectively. Aggregate proceeds
received from the sale of the options were recorded as a Deposit on sale of
property. Any gain or loss arising from these transactions was to be recognized
at the date upon which title to the land and buildings is conveyed to the holder
of the option. The 1990 options provided that title to the land and buildings
was to be conveyed to holder of the options without additional consideration on
November 14, 2003 (the Fort Wayne property) and December 11, 2006 (the Sparks
property) or would be conveyed automatically to the holder of the options in the
event of a default of the underlying tenant leases or mortgages. The properties
subject to the 1990 options were leased by Kmart at December 31, 2001. Under the
terms of the option agreements, the bankruptcy filing by Kmart constituted a
default under the agreements. As a consequence, the Sparks and Fort Wayne
properties were conveyed to the holders of their options in January 2002 and
December 2002 respectively. Two of the three properties subject to the 1995
options were conveyed in accordance with the options' terms to the holders of
those options during the year ended December 31, 1998. The remaining 1995 option
provided that title to the land and buildings was to be conveyed to the holder
of the option without additional consideration on June 30, 2003 (the Clackamas,
Oregon property). In accordance with the terms of this agreement, the Clackamas
property was conveyed to the holder of the option agreement on June 30, 2003. As
a result of this transaction, the Deposit on sale of property was reduced by
$301 and a net gain, including the forgiveness of wraparound mortgages, net of
discounts was recorded for $152 during the second quarter of 2003.

Note 6: Reclassification of Forgiveness of Wraparound Mortgages Payable on
Disposition of Properties

In April 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 145, Rescission of FASB Statements
No. 4, 44, and 64. SFAS No. 145 rescinds Statement of Financial Accounting
Standards No. 4, which required all gains and losses from extinguishment of debt
to be aggregated and, if material, classified as an extraordinary item. Under
SFAS 145, any gain or loss on extinguishment of debt that was

7

NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)

Notes to Combined Financial Statements (Unaudited)
September 30, 2003
(dollars in thousands)

classified as an extraordinary item in prior periods presented that does not
meet certain defined criteria must be reclassified. Subsequent to December 31,
2002, management has re-evaluated the impact of SFAS No. 145, inclusive of the
combined statement of operations, and consequently, NPAMLP adopted SFAS No. 145
effective January 1, 2003. As a result of this adoption, gains from
extinguishment of debt previously reported as extraordinary for the three and
nine month periods ended September 30, 2002, have been reclassified in the
accompanying combined statement of operations for that period to conform to the
presentation required by SFAS No. 145.

Note 7: Impairment or Disposal of Long-Lived Assets

In August 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. SFAS No. 144 addresses financial accounting and
reporting for the impairment or disposal of long-lived assets and supercedes
SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of. However, SFAS No. 144 retains the
fundamental provisions of SFAS No. 121 for (a) recognition and measurement of
the impairment of long-lived assets to be held and (b) measurement of long-lived
assets to be disposed of by sale. SFAS No. 144 supercedes the accounting and
reporting provisions of Accounting Principles Board (APB) Opinion No. 30,
Reporting the Results of Operations - Reporting the Effects of Disposal of a
Segment of a Business and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions, for the disposal of a segment of a business. However,
SFAS No. 144 retains the requirements of APB Opinion No. 30 to report
discontinued operations separately from continuing operations and extends that
reporting to a component of an entity that either has been disposed of (by sale,
by abandonment, or in distribution to owners), or is classified as held for
sale. NPAMLP adopted SFAS No. 144 as of January 1, 2002 and accordingly, the
results of operations of the properties disposed of or held for sale have been
classified as Discontinued operations in the Combined Statements of Operations
and Changes in Partners' Deficit for all the periods presented.

Note 8: Ground Leases / Finance Lease Obligation

During the year ended December 31, 1991, NPAMLP sold the land underlying the
Chesapeake, Virginia; Fairborn, Ohio; Kalamazoo, Michigan; Philadelphia,
Pennsylvania and Seven Hills, Ohio properties and simultaneously entered into
ground leases to leaseback the land from the buyer that expire between 2003 and
2012. The aggregate proceeds from the five land sales were $2,650 and were
recorded as Finance lease obligations. The amounts paid in accordance with these
ground leases are recorded as interest expense. Any gain or loss from the
transactions will be recognized at the date upon which title to the buildings is
conveyed to the ground lessor. During the term of these ground leases, including
renewal options, NPAMLP is responsible for maintaining the buildings and
building improvements, as well as making the respective mortgage payments. Under
the terms of the 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.

In February, 2002, the ground lease on the Fairborn property was terminated and
the property was conveyed to the ground lessor. The termination of this ground
lease resulted from the inability of the property to generate sufficient cash
flow to make future payments on its ground lease and underlying mortgage
obligations due to the Kmart bankruptcy petition as well as other tenant
vacancies at the property. As a result of this transaction, the Finance lease
obligation was

8

NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)

Notes to Combined Financial Statements (Unaudited)
September 30, 2003
(dollars in thousands)

reduced by $500 and a net gain, including the forgiveness of wraparound
mortgages, net of discounts, was recorded for $1,609.

Note 9: Settlement of Contingency

In January 2002, an agreement was reached to settle a dispute involving the
interpretation of a lease. Under this agreement, the Wahpeton, North Dakota and
Washington, Iowa properties were conveyed to the lessee and the Fairfield, Iowa
and Huron, South Dakota properties were retained by NPAMLP. The Fairfield and
Huron properties were subsequently sold in August, 2002 and February, 2002,
respectively. The net gains on these transactions including the forgiveness of
wraparound mortgages, net of discounts, were as follows: Wahpeton - $303;
Washington - $282; Fairfield - $52 (resulting from forgiveness of debt only
during the first quarter of 2002) and $690 (resulting from the subsequent sale);
and Huron - $623.

Note 10: 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 provide that NPAEP and PVPG will: (a) reduce to 4.1% per
year the annual interest rate payable on any NPAEP Wrap Note or PVPG Wrap Note
that bears a stated annual interest rate in excess of that amount; (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.

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

9

NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)

Notes to Combined Financial Statements (Unaudited)
September 30, 2003
(dollars in thousands)

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 Unaudited Partnerships will recognize 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. Each investor is urged to consult his own tax
advisor for further advice on this point.

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 (2003
through 2013) the projected balance due for all of the Wrap Mortgages at
December 31, 2013 is expected to approximate $143,000. 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 the Restructuring Agreement, including their right to share in certain
sales proceeds or cash flows prior to maturity of the Wrap Mortgages.

Neither NPAMLP, NPAEP nor PVPG were represented by independent counsel or
retained other independent advisers or consultants in connection with the
negotiation, execution or delivery of the 2003 Agreement. Nonetheless, the
Managing General Partner believes that the transactions permitted or
contemplated by the 2003 Agreement are fair and equitable to NPAMLP and the
other parties involved.

10

NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)

Management's Discussion and analysis of Results of
Operations and Financial Condition
(dollars in thousands)

Liquidity and Capital Resources

Net cash provided by operating activities for the nine month period ended
September 30, 2003 was $2,498. Net cash used in investing and financing
activities was $943 and $4,000, respectively. As a result of the above, there
was a $2,445 decrease in cash and cash equivalents for the nine months ended
September 30, 2003. This was primarily the result of improvements to the
properties and a substantial pay down of other borrowings and related accrued
interest.

During 2003 and 2002, NPAMLP had two outstanding lines of credit (the NPAMLP
Lines) with E&H, a related party, under which E&H has agreed to advance up to
$1,250 to NPAMLP for the purposes of making capital and tenant improvements to
the properties. The NPAMLP Lines are comprised of a $1,000 and a $250 line of
credit. Pursuant to the terms of the NPAMLP Lines, the obligation of E&H to make
advances to NPAMLP is at all times in the sole and absolute discretion of E&H.
As of September 30, 2003, there were $320 of advances and $4 of related accrued
interest under the NPAMLP Lines.

As of September 30, 2003, the third party underlying mortgages were current for
all the properties except the property located in Lake Mary, Florida. In January
2002, Kmart filed for protection under Chapter 11 of the United States
Bankruptcy Code which caused a default on the mortgages at the Lake Mary
property (see Note 4). NPAMLP has negotiated a short term lease with a new
tenant at the Lake Mary property. In August 2003, the lender on the Lake Mary
property commenced an action to foreclose on its mortgage. NPAMLP is the
beneficiary of a trust ("Lake Mary Trust") which owns the Lake Mary property. In
September 2003, Lake Mary Trust filed for protection under Chapter 11 of the
United States Bankruptcy Code. In October 2003, Lake Mary Trust and its lender
entered into an agreement whereby Lake Mary Trust could satisfy the mortgage at
a discount by April 2004. It is the intention of Lake Mary Trust to sell or
lease the property to a major retailer. If Lake Mary Trust is unable to
refinance or sell the property by April 2004, the property could be lost to
foreclosure. A disposition of the Lake Mary property would result in a net loss
on disposition of properties including forgiveness of wraparound mortgages, net
of related discounts, of approximately $842 (see Note 4).

On May 6, 2003, the Kmart Plan of Reorganization was confirmed by the Bankruptcy
Court and Kmart emerged from the Court's protection. NPAMLP does not expect that
Kmart's reorganization will have a material impact on NPAMLP's financial
position or results of operations.

As of September 30, 2003, NPAMLP had accounts receivable from Kmart of
approximately $275 which included approximately $229 due for taxes and $46 for
other charges. The total receivable from Kmart included approximately $150 for
pre-petition charges which, as of the filing date of this document, have yet to
be collected by NPAMLP (see Note 4).

As of September 30, 2003, NPAMLP was obligated for approximately $1,088 of
capital commitments which are primarily for property redevelopment.

Critical Accounting Policies

There were no significant changes to NPAMLP's critical accounting policies and
estimates during the three and nine month periods ended September 30, 2003.

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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)

Management's Discussion and analysis of Results of
Operations and Financial Condition
(dollars in thousands)

Results of Operations

NPAMLP owned 37 and 41 properties at September 30, 2003 and 2002, respectively.

NPAMLP's primary anchor tenant is Kmart which accounted for approximately 42%
and 50% of the rental income earned by NPAMLP for the nine months ended
September 30, 2003 and 2002, respectively. In January 2002, Kmart filed for
protection under Chapter 11 of the United States Bankruptcy Code. As of
September 30, 2003, NPAMLP had 17 remaining leases with Kmart aggregating
approximately 1,698,000 square feet (see Note 4).

As a result of Kmart's bankruptcy petition and subsequent rejection of certain
leases, the Sparks and Fort Wayne properties were disposed and the Lake Mary
property could be disposed (see Notes 4 and 5). Also, the Kmart leases at the
Hutchinson and Bowling Green properties were rejected during the second quarter
of 2002. The Hutchinson property was foreclosed in the third quarter of 2003.
With respect to the Bowling Green property, there can be no assurance that new
leases can be successfully negotiated or that the rental income will be
comparable (see Note 4).

On July 16, 2003, the Hutchinson property was foreclosed (see Note 4). As a
result, a net gain on disposition of properties, including forgiveness of
wraparound mortgages, net of discounts, of $1,335 was recorded (see Note 4).

On June 30, 2003, the Clackamas, Oregon property was conveyed to the holder of a
1995 option agreement in accordance with its terms. The net gain on this
transaction was $152 (see Note 5).

On May 6, 2003, the Kmart Plan of Reorganization was confirmed by the Bankruptcy
Court and Kmart emerged from the Court's protection. NPAMLP does not expect that
Kmart's reorganization will have a material impact on NPAMLP's financial
position or results of operations (see Note 4).

On February 6, 2003, the Escanaba, Michigan property was sold. The net gain on
this transaction including the forgiveness of wraparound mortgages payable, net
of discounts, was $456. In March 2003, the vacant anchor tenant space at the
Wheelersburg, Ohio property was sold. The net gain on this transaction was $329.

On January 1, 2003, NPAMLP adopted SFAS No. 145, Rescission of FASB Statements
No. 4, 44 and 64 (see Note 6).

In May 2002, the Borger, Texas property was sold. The net gain on this
transaction including the forgiveness of wraparound mortgages payable, net of
discounts, was $444. In June 2002, a portion of the Cottage Grove, Minnesota
property was sold. The net loss on this transaction was $566.

In March 2002, NPAMLP sold the Newberry property to a limited partnership in
which Edward B. Lipkin, a related party, owned a 1% interest of the general
partner (see Note 3).

In February 2002, the ground lease on the Fairborn property was terminated in
accordance with its terms and the property was conveyed to the ground lessee
(see Note 8).

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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)

Management's Discussion and analysis of Results of
Operations and Financial Condition
(dollars in thousands)

In January 2002, an agreement was reached to settle a dispute involving the
interpretation of a lease. Under this agreement, the Wahpeton and Washington
properties were conveyed to the lessee and the Fairfield and Huron properties
were retained by NPAMLP (see Note 9). The Fairfield and Huron properties were
subsequently sold in August, 2002 (see Note 3 and 9) and February, 2002 (see
Note 9), respectively.

On January 1, 2002, NPAMLP adopted SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets (see Note 7).

Loss from continuing operations increased for the three and nine month periods
ended September 30, 2003 versus September 30, 2002 by $1,092 and $9,082,
respectively. The loss for the nine month periods was primarily comprised of a
$6,904 decrease in Forgiveness of wraparound mortgages payable on disposition of
properties which was a result of the above property dispositions and a $2,203
increase in Operating loss. The increase in Operating loss was primarily due to
increased Interest expense, General and administrative expenses, real estate
taxes and Repair and maintenance expenses, and a decrease in rental income. The
increase in Operating loss was partially offset by an increase in Other charges
to tenants. The decrease in Rental income for the nine months ended September
30, 2003 was primarily associated with the Lake Mary, Florida; East Haven,
Connecticut; Huntington, West Virginia; Bowling Green, Ohio and Oak Lawn,
Illinois properties. The causes of the decreases for most of these properties
have been explained above. The reduction in East Haven resulted from a provision
in the anchor tenant lease whereby the anchor tenant would pay less minimum rent
due to lower sales levels. The reduction in Oak Lawn was due to the reduced
minimum rent from a new anchor tenant.

Controls and Procedures

NPAMLP's managing general partner, equity general partner and its agent's chief
financial officer, after evaluating the effectiveness of NPAMLP's disclosure
controls and procedures (as defined in the Securities Exchange Act of 1934 Rules
13a-15(e) or 15d-15(e)) as of the end of the period covered by this quarterly
report, have concluded, based on the evaluation of these controls and procedures
required by paragraph (b) of the Exchange Act Rules 13a-15 or 15d-15, that
NPAMLP's disclosure controls and procedures were adequate and designed to ensure
that material information relating to NPAMLP would be made known to them by
others within NPAMLP or agents of NPAMLP.

There were no changes in NPAMLP's internal control over financial reporting
identified in connection with the evaluation required by paragraph (d) of
Exchange Act Rules 13a-15 or 15d-15 that occurred during NPAMLP's last fiscal
quarter that have materially affected, or are reasonably likely to materially
affect, NPAMLP's internal control over financial reporting.

13

PART II

Item 2. Changes in Securities and Use of Proceeds

In November 2003 the managing general partner adopted an amendment
(the "Amendment") to the terms of the Amended and Restated Limited
Partnership Agreement of NPAMLP (the "Agreement"), effective
immediately. The Amendment changes the Agreement to permit transfers
of some of the rights associated with limited partnership interests,
subject to compliance with certain procedures and numerical limits.
A copy of the Amendment is filed with this quarterly report on Form
10-Q as Exhibit 3.4 hereto. The forgoing description is qualified in
its entirety by reference thereto.

Item 6(A). Exhibits

Item 6(B). Reports on Form 8-K

The registrant was not required to file any current reports on
Form 8-K during the three months ended September 30, 2003.

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SIGNATURES

Pursuant to the requirements of the Securities and 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)

Date: November 11, 2003
----------------------------------------

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

By: /s/ Edward B. Lipkin
------------------------------------------
Name: Edward B. Lipkin
Title: President

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

By: /s/ Robert McKinney
------------------------------------------
Name: Robert McKinney
Title: President

15