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 June 30, 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) 439,470 SHARES AS OF JUNE 30, 1997 PART I.	FINANCIAL INFORMATION 		Item 1. Financial Statements NATIONAL PROPERTIES CORPORATION BALANCE SHEETS ASSETS June 30, December 31, 1997 1996 CURRENT ASSETS Cash 202,897 120,784 Mortgage loans receivable - 718 Accounts receivable 13,060 15,576 Prepaid income taxes - 244,467 Other 2,874 6,724 ---------- ---------- Total current assets 218,831 388,269 ---------- ---------- PROPERTY AND EQUIPMENT, AT COST Land 4,403,277 4,402,210 Buildings and improvements 21,896,495 21,896,495 Furniture and equipment 63,677 62,816 ---------- ---------- 26,363,449 26,361,521 Less - accumulated depreciation 8,659,297 8,259,087 ---------- ---------- Property and equipment - net 17,704,152 18,102,434 ---------- ---------- OTHER ASSETS Marketable securities 1,817,194 1,581,725 Deferred charges and other assets 39,159 42,723 ---------- ---------- Total other assets 1,856,353 1,624,448 ---------- ---------- 19,779,336 20,115,151 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable 10,302 5,699 Notes payable 150,000 225,000 Accrued liabilities 355,946 264,653 Current maturities of long-term debt 101,870 96,929 Federal and state income taxes 30,286 - ---------- ---------- Total current liabilities 648,404 592,281 ---------- ---------- LONG-TERM DEBT 5,068,993 6,030,779 ---------- ---------- DEFERRED INCOME TAXES 709,474 592,638 ---------- ---------- STOCKHOLDERS' EQUITY Common stock - $1 par value Authorized - 5,000,000 shares Issued (1997-439,470 shares; 1996-449,245 shares) 439,470 449,245 Retained earnings 12,208,345 11,881,556 Net unrealized gain-marketable securities 704,650 568,652 ---------- ---------- Total stockholders' equity 13,352,465 12,899,453 ---------- ---------- 19,779,336 20,115,151 ========== ========== NATIONAL PROPERTIES CORPORATION STATEMENTS OF INCOME Three Months Ended Six Months Ended June 30, June 30, 1997 1996 1997 1996 Income Lease rental income 860,950 807,007 1,760,942 1,642,053 Interest income 131 39 231 68 Dividend income 19,925 20,095 37,475 40,190 Gain on sale of securities, etc. 13,564 19,378 24,336 22,061 --------- --------- --------- --------- Total income 894,570 846,519 1,822,984 1,704,372 --------- --------- --------- --------- Expenses Depreciation 200,105 192,106 400,210 384,212 Interest 119,845 124,775 247,203 262,579 Salaries and wages 65,802 59,660 134,299 123,880 Property, payroll and misc. taxes 16,908 14,976 33,437 32,759 Other expenses 48,858 55,517 101,644 96,914 --------- --------- --------- --------- Total expenses 451,518 447,034 916,793 900,344 --------- --------- --------- --------- Income before income taxes 443,052 399,485 906,191 804,028 Federal and State income taxes 162,157 163,000 331,665 289,000 --------- --------- --------- --------- Net income 280,895 236,485 574,526 515,028 ========= ========= ========= ========= Per share of common stock $0.63 $0.52 $1.30 $1.13 Weighted average shares outstanding 445,261 454,907 443,134 454,578 Dividends declared per share $0.10 $0.10 $0.10 $0.10 <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 June 30, 1997 1996 CASH FLOW FROM OPERATING ACTIVITIES Net income 574,526 515,028 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 403,774 387,086 Deferred income taxes 35,505 - Gain on sale of assets (24,336) (22,061) Changes in assets and liabilities: Accounts receivable 2,516 4,434 Prepaid expenses and deferred charges 3,850 4,233 Accounts payable and accrued expenses 51,950 (80,356) Federal and State income taxes 274,753 5,732 -------- -------- Net cash provided by operations 1,322,538 814,096 -------- -------- CASH FLOW FROM INVESTING ACTIVITIES Additions to property and equipment (1,928) (4,224) Payments received on mortgage notes 718 1,500 Purchase of securities (37,368) (62,806) Proceeds - from sale of assets 43,563 41,288 -------- -------- Net cash provided by (used in) investing activities 4,985 (24,242) -------- ------- CASH FLOW FROM FINANCING ACTIVITIES Borrowings on credit lines 325,049 857,078 Repayments - credit line borrowings (1,309,634) (1,175,078) Principal payments on mortgage notes (47,260) (506,490) Purchase of treasury stock (213,565) (36,420) -------- -------- Net cash used in financing activities (1,245,410) (860,910) -------- -------- Net increase (decrease) in cash 82,113 (71,056) Cash at beginning of period 120,784 123,831 -------- -------- Cash at end of period 202,897 52,775 ======== ======== SUPPLEMENTAL CASH FLOW INFORMATION Cash paid during the period for Interest expense 264,206 272,716 Income tax payments 138,975 283,268 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 six months of 1997 increased approximately $119,000 primarily due to the increase of lease rental income. The purchase of a convenience store building in December, 1996, accounted for approximately $75,000 of the lease rental increase. In addition, lease rental increases on existing properties and contingent rental increases based on sales overages amounted to approximately $29,000 and $15,000 respectively. 	Total expenses increased approximately $16,000 as shown on the Income Statement. Net income for the first six months increased approximately 12% as compared to the same period for the prior year. 	As of June 30, 1997, the Company's main sources of liquidity consisted of: $202,897 in cash, marketable securities having a market value of approximately $1,817,000 and a $7,375,000 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 by October 1, 1997. The second store is also under construction 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. 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 __7/30/97__ By _____/S/__Raymond_Di_Paglia_________ Raymond Di Paglia, President and Chief Executive Officer Date __7/30/97__ By _____/S/__Robert_W._Guely___________ Robert W. Guely, Controller