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 September 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) 431,761 SHARES AS OF NOVEMBER 1, 1997 PART I.	FINANCIAL INFORMATION 		Item 1. Financial Statements NATIONAL PROPERTIES CORPORATION BALANCE SHEETS ASSETS September 30, December 31, 1997 1996 CURRENT ASSETS Cash 181,666 120,784 Mortgage loans receivable - 718 Accounts receivable 17,795 15,576 Prepaid income taxes - 244,467 Other 949 6,724 ---------- ---------- Total current assets 200,410 388,269 ---------- ---------- PROPERTY AND EQUIPMENT, AT COST Land 4,367,387 4,402,210 Buildings and improvements 21,896,495 21,896,495 Furniture and equipment 63,677 62,816 ---------- ---------- 26,327,559 26,361,521 Less - accumulated depreciation 8,859,401 8,259,087 ---------- ---------- Property and equipment - net 17,468,158 18,102,434 ---------- ---------- OTHER ASSETS Marketable securities 1,921,805 1,581,725 Deferred charges and other assets 37,377 42,723 ---------- ---------- Total other assets 1,959,182 1,624,448 ---------- ---------- 19,627,750 20,115,151 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable 7,438 5,699 Notes payable 125,000 225,000 Accrued liabilities 270,558 264,653 Current maturities of long-term debt 104,444 96,929 Federal and state income taxes 32,952 - ---------- ---------- Total current liabilities 540,392 592,281 ---------- ---------- LONG-TERM DEBT 4,791,903 6,030,779 ---------- ---------- DEFERRED INCOME TAXES 765,514 592,638 ---------- ---------- STOCKHOLDERS' EQUITY Common stock - $1 par value Authorized - 5,000,000 shares Issued (1997-433,111 shares; 1996-449,245 shares) 433,111 449,245 Retained earnings 12,325,856 11,881,556 Net unrealized gain-marketable securities 770,974 568,652 ---------- ---------- Total stockholders' equity 13,529,941 12,899,453 ---------- ---------- 19,627,750 20,115,151 ========== ========== NATIONAL PROPERTIES CORPORATION STATEMENTS OF INCOME Three Months Ended Nine Months Ended Sept 30, Sept 30, 1997 1996 1997 1996 Income Lease rental income 847,265 801,478 2,608,207 2,443,531 Interest income 130 80 361 148 Dividend income 17,225 20,360 54,700 60,550 Gain on sale of securities, etc. - 27,249 24,336 49,310 --------- --------- --------- --------- Total income 864,620 849,167 2,687,604 2,553,539 --------- --------- --------- --------- Expenses Depreciation 200,104 192,106 600,314 576,318 Interest 112,603 116,362 359,806 378,941 Salaries and wages 60,896 58,247 195,195 182,127 Property, payroll and misc. taxes 12,689 11,561 46,126 44,320 Other expenses 42,825 46,718 144,469 143,632 --------- --------- --------- --------- Total expenses 429,117 424,994 1,345,910 1,325,338 --------- --------- --------- --------- Income before income taxes 435,503 424,173 1,341,694 1,228,201 Federal and State income taxes 159,396 153,000 491,061 442,000 --------- --------- --------- --------- Net income 276,107 271,173 850,633 786,201 ========= ========= ========= ========= Per share of common stock $0.63 $0.60 $1.94 $1.73 Weighted average shares outstanding 439,161 453,924 438,851 453,269 Cash dividend paid 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 Nine Months Ended September 30, 1997 1996 CASH FLOW FROM OPERATING ACTIVITIES Net income 850,633 786,201 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 605,660 580,629 Deferred income taxes 53,258 - Gain on sale of assets (24,336) (49,310) Changes in assets and liabilities: Accounts receivable (2,219) 749 Prepaid expenses and deferred charges 5,775 6,223 Accounts payable and accrued expenses 7,655 91,095 Federal and State income taxes 277,419 28,082 -------- -------- Net cash provided by operations 1,773,845 1,443,669 -------- -------- CASH FLOW FROM INVESTING ACTIVITIES Additions to property and equipment (861) (4,224) Payments received on mortgage notes 718 1,719 Purchase of securities (37,368) (130,686) Proceeds - from sale of assets 78,386 96,602 -------- -------- Net cash provided by (used in) investing activities 40,875 (36,589) -------- ------- CASH FLOW FROM FINANCING ACTIVITIES Borrowings on credit lines 500,049 1,057,079 Repayments - credit line borrowings (1,759,634) (1,700,079) Principal payments on mortgage notes (71,786) (538,275) Dividends paid (43,947) (45,379) Purchase of treasury stock (378,520) (84,060) -------- -------- Net cash used in financing activities (1,753,838) (1,310,714) -------- -------- Net increase in cash 60,882 96,366 Cash at beginning of period 120,784 123,831 -------- -------- Cash at end of period 181,666 220,197 ======== ======== SUPPLEMENTAL CASH FLOW INFORMATION Cash paid during the period for Interest expense 262,700 390,942 Income tax payments 277,950 413,918 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 1997 increased approximately $134,000 primarily due to the increase of lease rental income. The purchase of a convenience store building in December, 1996, accounted for approximately $112,500 of the lease rental increase. In addition, lease rental increases on existing properties and contingent rental increases based on sales overages amounted to approximately $43,000 and $15,000 respectively. 	Total expenses increased approximately $20,000 as shown on the Income Statement. Net income for the first nine months increased approximately 8% as compared to the same period for the prior year. 	As of September 30, 1997, the Company's main sources of liquidity consisted of: $181,666 in cash, marketable securities having a market value of approximately $1,922,000 and a $7,025,000 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 10, 1997, the Company sold a convenience store in Lincoln, Nebraska for $261,000. On October 15, 1997, the sale proceeds were used in a qualified 1031 exchange to purchase a convenience store in Gainesville, Georgia, for $1,500,000. The balance of funds to complete the purchase were drawn on the Company's line of credit. On march 4, 1997, the Company contracted to purchase and leaseback a convenience store for $1,500,000 in the Atlanta, Georgia, area. Closing is expected in the first quarter of 1998. 	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 __11/10/97__ By _____/S/__Raymond_Di_Paglia_________ Raymond Di Paglia, President and Chief Executive Officer Date __11/10/97__ By _____/S/__Robert_W._Guely___________ Robert W. Guely, Controller