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, 1998 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) 424,116 SHARES AS OF APRIL 30, 1998 PART I.	FINANCIAL INFORMATION 		Item 1. Financial Statements NATIONAL PROPERTIES CORPORATION BALANCE SHEETS ASSETS March 31, December 31, 1998 1997 CURRENT ASSETS Cash 277,651 79,545 Accounts receivable - 12,451 Other 5,211 6,711 ---------- ---------- Total current assets 282,862 98,707 ---------- ---------- PROPERTY AND EQUIPMENT, AT COST Land 4,532,615 4,380,815 Buildings and improvements 24,373,730 23,045,530 Furniture and equipment 67,319 63,677 ---------- ---------- 28,973,664 27,490,022 Less - accumulated depreciation 9,208,482 8,995,091 ---------- ---------- Property and equipment - net 19,765,182 18,494,931 ---------- ---------- OTHER ASSETS Marketable securities 2,314,808 2,148,283 Deferred charges and other assets 33,813 35,596 ---------- ---------- Total other assets 2,348,621 2,183,879 ---------- ---------- 22,396,665 20,777,517 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable 1,884 3,830 Notes payable - - Accrued liabilities 299,367 287,266 Current maturities of long-term debt 409,757 407,062 Federal and state income taxes 146,807 27,298 ---------- ---------- Total current liabilities 857,815 725,456 ---------- ---------- LONG-TERM DEBT 6,410,661 5,264,132 ---------- ---------- DEFERRED INCOME TAXES 953,447 865,733 ---------- ---------- STOCKHOLDERS' EQUITY Common stock - $1 par value Authorized - 5,000,000 shares Issued (1998-424,116 shares; 1997-431,456 shares) 424,116 431,456 Retained earnings 12,717,107 12,573,294 Accumulated other comprehensive income 1,033,519 917,446 ---------- ---------- Total stockholders' equity 14,174,742 13,922,196 ---------- ---------- 22,396,665 20,777,517 ========== ========== NATIONAL PROPERTIES CORPORATION STATEMENTS OF INCOME For Quarter Ended March 31, 1998 1997 Income Lease rental income 976,609 899,992 Interest income 519 100 Dividend income 17,286 17,550 Gain on sale of securities 37,697 10,772 ------- ------- Total income 1,032,111 928,414 ------- ------- Expenses Depreciation 213,391 200,105 Interest 139,011 127,358 Salaries and wages 48,426 68,497 Property, payroll and misc. taxes 34,995 16,528 Other expenses 45,240 52,785 ------- ------- Total expenses 481,063 465,273 ------- ------- Income before income taxes 551,048 463,141 Federal and State income taxes 203,890 169,510 ------- ------- Net income 347,158 293,631 ======= ======= Other comprehensive income: Unrealized holding gains on marketable securities arising during the period 182,505 94,846 Less income tax expense related to unrealized holding gains (66,432) (36,502) ------- ------- Other comprehensive income, net of tax 116,073 58,344 ------- ------- Comprehensive income 463,231 351,975 ======= ======= Net income per share of common stock 82 cents 66 cents Weighted average shares outstanding 424,581 447,387 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, 1998 1997 CASH FLOW FROM OPERATING ACTIVITIES Comprehensive income 463,231 351,975 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 215,173 201,887 Deferred income taxes 87,714 54,255 Unrealized gain on securities (182,505) (94,846) Gain on sale of securities (37,697) (10,772) Changes in assets and liabilities: Accounts receivable 12,451 861 Prepaid expenses and deferred charges 1,500 1,925 Accounts payable and accrued expenses 10,155 50,966 Federal and State income taxes 119,509 152,959 -------- -------- Net cash provided by operations 689,531 709,210 -------- -------- CASH FLOW FROM INVESTING ACTIVITIES Additions to property and equipment (1,483,641) (861) Payments received on mortgage notes - 718 Purchase of securities - (17,293) Proceeds - from sale of securities 53,677 21,161 -------- -------- Net cash provided by (used in) investing activities (1,429,964) 3,725 -------- ------- CASH FLOW FROM FINANCING ACTIVITIES Borrowings on credit lines 1,580,000 175,000 Repayments - credit line borrowings (405,000) (647,585) Principal payments on mortgage notes (25,776) (23,336) Purchase of treasury stock (210,685) (51,600) -------- -------- Net cash used in financing activities 938,539 (547,521) -------- -------- Net increase in cash 198,106 165,414 Cash at beginning of period 79,545 120,784 -------- -------- Cash at end of period 277,651 286,198 ======== ======== SUPPLEMENTAL CASH FLOW INFORMATION Cash paid during the period for Interest expense 104,689 133,026 Income tax payments 63,591 - 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. In February 1998, the Company completed the purchase of a convenience store property in Woodstock, Georgia (Atlanta suburb) for $1,480,000. Bank funds were used for the purchase. The Company's major concern over the past several years has been Sunbelt Nursery Group Inc., the tenant of three Company owned stores located in Texas and Arizona that generated 1997 lease rental income of $472,000. On April 1, 1998, Sunbelt filed for protection from its creditors under Chapter 11 of the U.S. Bankruptcy code. Sunbelt plans to immediately commence store closing sales in all their 45 Texas and Arizona stores. Sunbelt's bankruptcy will result in a substantial reduction of lease rental income for the Company, pending leasing the Sunbelt stores. As detailed in the Statement of Income, total income for the first quarter of 1998 increased approximately $103,000 over the same period in 1997, primarily due to increases in rental income and gains from the sale of marketable securities. A convenience store located in Gainesville, Georgia purchased in October 1997 and a convenience store located in Woodstock, Georgia purchased in February 1998 provided rental income of $59,000 in the first quarter of 1998. In additional, contingent rentals based on sales overages increased approximately $22,000 in the first quarter of 1998 over a year earlier. Total expenses for the first quarter 1998 increased approximately $16,000 over the same period in 1997. The Company recorded increases in depreciation and interest of $13,000 and $12,000 respectively related to the acquisitions of the two convenience stores referred to above. In addition, the Company accrued real estate taxes of approximately $20,000 in connection with the bankruptcy of the lessee referred to above. Salaries and benefits paid by the Company in the first quarter were $29,000 less than in 1997. Net income for the first quarter of 1998 increased approximately 18% over the same period in 1997. As of March 31, 1998, the Company's main source of liquidity consisted of: $277,000 in cash, marketable securities having a market value of approximately $2,315,000, and a $7,575,000 remaining loan balance available on three lines of credit with two local banks. In addition, the Company owns unencumbered real estate having an aggregate depreciated cost of approximately $12,000,000. 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 will be impaired pending leasing the Sunbelt stores referred to above which generated approximately $114,000 in the first quarter of 1998. 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 __5/5/97__ By _____/S/__Raymond_Di_Paglia_________ Raymond Di Paglia, President and Chief Executive Officer Date __5/5/97__ By _____/S/__Kristine_M. Fasano________ Kristine M. Fasano Secretary