FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarter ended Sept. 30, 1996 Commission file number 0-305 NATIONAL PROPERTIES CORPORATION	 (Exact name of registrant as specified in its charter) Iowa 42-0860581 (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4500 Merle Hay Road, Des Moines, Iowa 50310 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (515) 278-1132 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, and (2) has been subject to such filing requirement for the past 90 days. Yes __X__ No _____ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. COMMON STOCK (PAR VALUE $1.00) 450,385 SHARES AS OF NOVEMBER 1, 1996 PART I.	FINANCIAL INFORMATION 		Item 1. Financial Statements NATIONAL PROPERTIES CORPORATION BALANCE SHEETS ASSETS Sept. 30, December 31, 1996 1995 CURRENT ASSETS Cash 220,197 123,831 Mortgage loans receivable 1,585 3,304 Accounts receivable 16,985 17,734 Other 544 6,767 ---------- ---------- Total current assets 239,311 151,636 ---------- ---------- PROPERTY AND EQUIPMENT, AT COST Land 4,245,625 4,245,625 Buildings and improvements 20,572,495 20,572,495 Furniture and equipment 62,816 63,512 ---------- ---------- 24,880,936 24,881,632 Less - accumulated depreciation 8,058,706 7,487,308 ---------- ---------- Property and equipment - net 16,822,230 17,394,324 ---------- ---------- OTHER ASSETS Marketable securities (1996 at market; cost $679,956) (1995 at market; cost $596,563) 1,491,600 1,537,475 Deferred charges and other assets 29,849 34,160 ---------- ---------- 1,521,449 1,571,635 ---------- ---------- 18,582,990 19,117,595 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable 10,222 19,022 Notes payable 375,000 800,000 Accrued liabilities 275,959 176,064 Current maturities of long-term debt 98,215 564,704 Federal and State income taxes 31,415 3,333 ---------- ---------- Total current liabilities 790,811 1,563,123 ---------- ---------- LONG-TERM DEBT 4,858,336 5,148,123 ---------- ---------- DEFERRED INCOME TAXES 289,757 335,906 ---------- ---------- STOCKHOLDERS' EQUITY Common stock - $1 par value Authorized - 5,000,000 shares Issued (1996-451,395 shares; 1995-455,655 shares) 451,395 455,655 Retained earnings 11,670,804 11,009,782 Net unrealized gain-marketable securities 521,887 605,006 ---------- ---------- Total stockholders' equity 12,644,086 12,070,443 ---------- ---------- 18,582,990 19,117,595 ========== ========== NATIONAL PROPERTIES CORPORATION STATEMENTS OF INCOME Three Months Ended Nine Months Ended Sept. 30, Sept. 30, 1996 1995 1996 1995 Income Lease rental income 801,478 785,669 2,443,531 2,359,074 Interest income 80 179 148 1102 Dividend income 20,360 20,810 60,550 68,172 Gain on sale of securities, etc. 27,249 44,795 49,310 102,823 --------- --------- --------- --------- Total income 849,167 851,453 2,553,539 2,531,171 --------- --------- --------- --------- Expenses Depreciation 192,106 191,895 576,318 572,385 Interest 116,362 155,309 378,941 492,657 Salaries and wages 58,247 68,490 182,127 196,847 Property, payroll and misc. taxes 11,561 11,499 44,320 46,623 Other expenses 46,718 45,916 143,632 138,052 --------- --------- --------- --------- Total expenses 424,994 473,109 1,325,338 1,446,564 --------- --------- --------- --------- Income before income taxes 424,173 378,344 1,228,201 1,084,607 Federal and State income taxes 153,000 136,500 442,000 390,500 --------- --------- --------- --------- Net income 271,173 241,844 786,201 694,107 ========= ========= ========= ========= Per share of common stock $0.60 $0.53 $1.73 $1.51 Weighted average shares outstanding 453,924 459,075 453,269 458,758 Dividends declared per share $0.10 $0.00 $0.10 $0.00 <FN> Prepared from the books of the Company without audit. In the opinion of management, all adjustments (none of which were other than normal recurring accruals) necessary to present fairly the results of operations for the above stated periods have been included. NATIONAL PROPERTIES CORPORATION STATEMENTS OF CASH FLOWS Nine Months Ended Sept. 30, 1996 1995 CASH FLOW FROM OPERATING ACTIVITIES Net income 786,201 694,107 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 580,629 577,350 (Gain) loss on sale of securities (49,310) (102,823) Changes in assets and liabilities Accounts receivable 749 15,343 Prepaid expenses and deferred charges 6,223 5,956 Accounts payable and accrued expenses 91,095 (210,775) Federal and State income taxes 28,082 (63,251) -------- --------- Net cash provided by operations 1,443,669 915,907 -------- --------- CASH FLOW FROM INVESTING ACTIVITIES Additions to property and equipment (4,224) (269,875) Payments received on mortgage notes 1,719 7,530 Purchase of securities (130,686) (98,687) Proceeds - sale of securities 96,602 518,792 -------- --------- Net cash provided by (used in) investing activities (36,589) 157,760 -------- --------- CASH FLOW FROM FINANCING ACTIVITIES Principal payments on long-term debt (538,275) (194,628) Purchase of treasury stock (84,060) (69,262) Dividends paid (45,379) -0- Net borrowings under line of credit agreements (643,000) (940,000) -------- --------- Net cash used in financing activities (1,310,714) (1,203,890) -------- --------- Net increase (decrease) in cash 96,366 (130,223) Cash at beginning of period 123,831 238,660 -------- --------- Cash at end of period 220,197 108,437 ======== ========= SUPPLEMENTAL CASH FLOW INFORMATION Cash paid during the period for Interest expense 390,942 510,648 Income tax payments 413,918 453,751 SUPPLEMENTAL NON-CASH FLOW INFORMATION Sale of real estate -0- 462,000 Basis of property -0- 180,000 -------- --------- Deferred 1031 gain -0- 282,000 ======== ========= Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company, an Iowa corporation, is engaged principally in the development of commercial real estate for lease to qualified tenants under net lease arrangements. 	As detailed on the Income Statement total income for the first nine months of 1996 increased approximately $22,000. The increase in rental income of approximately $84,000 was primarily due to a convenience store building acquired in June, 1995, and a restaurant building and land acquired in December, 1995, which generated additional rental income in 1996 of approximately $72,000. Total expenses for the nine months ended September 30, 1996, decreased approximately $121,000, as compared to the same period for 1995, primarily due to a decrease in interest costs of approximately $114,000. The decrease resulted from a decrease in the prime rate coupled with a decrease in average debt outstanding, between the two periods, of approximately $1,300,000. As of September 30, 1996, the Company's main sources of liquidity consisted of: $220,000 in cash, marketable securities having a market value of approximately $1,500,000 and a $4,900,000 remaining loan balance available on three lines of credit with two local banks. In addition, the Company owns unencumbered real estate having an aggregate cost of approximately $11,000.000. On October 29, 1996, the Company executed new loan agreements with Norwest Bank increasing the unsecured short-term line of credit from $3,000,000 to $4,000,000 and secured long-term line of credit from the current balance of $2,900,000 to $6,000,000. On March 30, 1996, the Company entered into an agreement to acquire a convenience store, now under construction in Atlanta, Georgia, on a purchase and leaseback arrangement, at a cost of $1,445,000. Closing is scheduled to take place in November, 1996. The purchase will be financed with funds drawn on the Company's long term line of credit. Management believes that its cash flow from operations and other potential sources of cash will be sufficient to finance current and projected operations. However, future cash flow may be impaired because of financial difficulties being experienced by the tenant of three garden center properties, which currently generate a monthly rental income of approximately $38,000. PART II. OTHER INFORMATION. No applicable items. SIGNATURES Pursuant to the requirements 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 PROPERTIES CORPORATION Date 11/5/96 By__/S/_Raymond_Di_Paglia_______ Raymond Di Paglia, President Date 11/5/96 By__/S/_Robert_W_Guely__________ Robert W. Guely, Vice President and Chief Financial Officer