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 March 31, 1997 Commission file number 0-305 NATIONAL PROPERTIES CORPORATION	 (Exact name of registrant as specified in its charter) Iowa 42-0860581 (State or 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) 443,370 SHARES AS OF APRIL 30, 1997 PART I.	FINANCIAL INFORMATION 		Item 1. Financial Statements NATIONAL PROPERTIES CORPORATION BALANCE SHEETS ASSETS March 31, December 31, 1997 1996 CURRENT ASSETS Cash 286,198 120,784 Mortgage loans receivable - 718 Accounts receivable 14,715 15,576 Prepaid income taxes 91,508 244,467 Other 4,799 6,724 ---------- ---------- Total current assets 397,220 388,269 ---------- ---------- PROPERTY AND EQUIPMENT, AT COST Land 4,402,210 4,402,210 Buildings and improvements 21,896,495 21,896,495 Furniture and equipment 63,677 62,816 ---------- ---------- 26,362,382 26,361,521 Less - accumulated depreciation 8,459,192 8,259,087 ---------- ---------- Property and equipment - net 17,903,190 18,102,434 ---------- ---------- OTHER ASSETS Marketable securities 1,683,475 1,581,725 Deferred charges and other assets 40,941 42,723 ---------- ---------- Total other assets 1,724,416 1,624,448 ---------- ---------- 20,024,826 20,115,151 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable 17,699 5,699 Notes payable 150,000 225,000 Accrued liabilities 303,619 264,653 Current maturities of long-term debt 99,369 96,929 ---------- ---------- Total current liabilities 570,687 592,281 ---------- ---------- LONG-TERM DEBT 5,607,418 6,030,779 ---------- ---------- DEFERRED INCOME TAXES 646,893 592,638 ---------- ---------- STOCKHOLDERS' EQUITY Common stock - $1 par value Authorized - 5,000,000 shares Issued (1997-446,745 shares; 1996-449,245 shares) 446,745 449,245 Retained earnings 12,126,087 11,881,556 Net unrealized gain-marketable securities 626,996 568,652 ---------- ---------- Total stockholders' equity 13,199,828 12,899,453 ---------- ---------- 20,024,826 20,115,151 ========== ========== NATIONAL PROPERTIES CORPORATION STATEMENTS OF INCOME For Quarter Ended March 31, 1997 1996 Income Lease rental income 899,992 835,046 Interest income 100 41 Dividend income 17,550 20,095 Gain on sale of assets 10,772 2,675 ------- ------- Total income 928,414 857,857 ------- ------- Expenses Depreciation 200,105 192,106 Interest 127,358 137,804 Salaries and wages 68,497 64,220 Property, payroll and misc. taxes 16,528 14,976 Other expenses 52,785 44,204 ------- ------- Total expenses 465,273 453,310 ------- ------- Income before income taxes 463,141 404,547 Federal and State income taxes 169,510 145,000 ------- ------- Net income 293,631 259,547 ======= ======= Per share of common stock 66 cents 57 cents Weighted average shares outstanding 447,387 455,235 Dividends per share None None <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 Three Months Ended March 31, 1997 1996 CASH FLOW FROM OPERATING ACTIVITIES Net income 293,631 259,552 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 201,887 193,543 Deferred income taxes 17,753 - Gain on sale of assets (10,772) (2,675) Changes in assets and liabilities: Accounts receivable 861 3,726 Prepaid expenses and deferred charges 1,925 2,252 Accounts payable and accrued expenses 50,966 (40,636) Federal and State income taxes 152,959 144,376 -------- -------- Net cash provided by operations 709,210 560,138 -------- -------- CASH FLOW FROM INVESTING ACTIVITIES Additions to property and equipment (861) (4,223) Payments received on mortgage notes 718 1,048 Purchase of securities (17,293) (28,260) Proceeds - from sale of assets 21,161 2,675 -------- -------- Net cash provided by (used in) investing activities 3,725 (28,760) -------- ------- CASH FLOW FROM FINANCING ACTIVITIES Borrowings on credit lines 175,000 269,338 Repayments - credit line borrowings (647,585) (624,338) Principal payments on mortgage notes (23,336) (243,760) Purchase of treasury stock (51,600) (11,070) -------- -------- Net cash used in financing activities (547,521) (609,830) -------- -------- Net increase (decrease) in cash 165,414 (78,452) Cash at beginning of period 120,784 123,831 -------- -------- Cash at end of period 286,198 45,379 ======== ======== SUPPLEMENTAL CASH FLOW INFORMATION Cash paid during the period for Interest expense 133,026 138,710 Income tax payments - 624 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 quarter of 1997 increased approximately $71,000 primarily due to the increase of about $65,000 in lease rental income. The purchase of a convenience store building in December, 1996, accounted for approximately $37,000 of the lease rental increase. In addition, lease rental increases on existing properties and contingent rental increases based on sales overages amounted to approximately $15,000 and $13,000 respectively. 	Total expenses increased approximately $12,000 as shown on the Income Statement. The increase in Other Expenses of approximately $9,000 is attributable to increases in general expenses and professional fees amounting to approximately $5,800 and $2,800 respectively. Net income for the first quarter increased approximately 13% as compared to the same period for the prior year. 	As of March 31, 1997, the Company's main sources of liquidity consisted of: $286,198 in cash, marketable securities having a market value of approximately $1,683,000 and a $6,860,000 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 March 4, 1997, the Company executed contracts to purchase and leaseback for 15 years two convenience stores located in the Atlanta, Georgia, area. One store is under construction and is scheduled for closing on September 1, 1997. Construction on the second store is planned to start within 90 days and closing is expected in the first quarter of 1998. The purchase price of each store is approximately $1,500,000. 	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 flows 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. 	Mr. Robert E. Combs, a director of the Company since 1960, died April 16, 1997. The vacancy will not be filled; the Board of Directors, having amended the by-laws, reduced the number of directors to four at its meeting on April 18, 1997. 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 __5/13/97__ By _____/S/__Raymond_Di_Paglia_________ Raymond Di Paglia, President and Chief Executive Officer Date __5/13/97__ By _____/S/__Robert_W._Guely___________ Robert W. Guely, Vice President and Controller