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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549
FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2000
Commission file number: 0-305
Name of registrant: NATIONAL PROPERTIES CORPORATION
I.R.S. Employer Identification Number: 42-0860581
Address: 4500 Merle Hay Road, Des Moines, Iowa 50310
telephone number: (515) 278-1132
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $1.00 (Title of Class)
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 (or for such shorter period
that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes __X__ No _____
State the aggregate market value of the voting stock held by non-affiliates
of the Registrant. The aggregate market value shall be computed by the
reference to the price at which the stock was sold, or the average bid and
asked prices of such stock as of a specified date within 60 days prior to
the date of filing.
$6,719,296 as of March 1, 2001
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 - March 1, 2001 - 414,173 Shares
DOCUMENTS INCORPORATED BY REFERENCE
Proxy Statement for the 2001 annual meeting of Stockholders See Part III
PART I
Item 1. Business
(a) General Development of Business. The Registrant, (also referred to as
the "Company") organized under the Iowa Business Corporation Act, is engaged
principally in the development of commercial real estate for lease to tenants
under net lease arrangements. The Registrant also derives revenues from its
portfolio of investment securities.
On March 20, 2000 the Company sold its Fayette, Iowa GTE Telephone Service
Center Building to Upper Iowa University. The GTE lease expired April 30,
2000 and the Company retained the monthly rental through lease expiration.
The property's fair market value of $185,000 was determined by MAI appraisal
dated March 1, 2000. The property was sold for $50,000 cash, and the
remaining $135,000 fair market value was gifted to the University.
On May 1, 2000 the Company sold its Chariton, Iowa GTE Telephone Service
Center Building to Chariton Community School District. The GTE lease expired
April 30, 2000. The property's fair market value of $320,000 was determined
by MAI appraisal dated March 27, 2000. The property was sold for $150,000
cash, and the remaining $170,000 fair market value was gifted to the School
District.
At the Company's annual meeting of stockholders held May 19, 2000, the Company
declared a $0.14 per share dividend to be paid July 28, 2000 to stockholders
of record June 30, 2000. The dividend amounted to $58,289.
Effective July 1, 2000, Mike's Garden Center, the tenant of the Company's
garden center located in Dallas, Texas, exercised its option to purchase the
property for $500,000. At closing the Company received $150,000 cash and the
buyer's promissory note for the balance of $350,000. The note is secured by
the property and matures June 30, 2003.
In September, 2000, the Company completed the purchase and leaseback of a
restaurant property in Aurora, Colorado at a cost of $2,350,000. Proceeds
from the Dallas, Texas garden center were used in a qualified I.R.C. section
1031 exchange to purchase the restaurant property. The additional funds
required for the purchase were drawn on the Company's lines of credit.
(b) Financial Information About Industry Segments. The Company operates in
a single industry segment.
(c) Narrative Description of Business.
Real Estate Held For Investment
The Company seeks to acquire or develop improved real estate properties
suitable for lease to commercial tenants. It is the Company's policy to
invest in properties that are fully leased to a single tenant which is
responsible for payment of real estate taxes, insurance, utilities and
repairs. Under such circumstances, the Company has limited management
responsibilities for such properties once they are constructed and leased. In
most cases, properties are constructed by the tenant and conveyed to the
Company under a sale and leaseback arrangement. It is not the policy of the
Company to invest in multiple tenant office buildings or residential
facilities. Primary factors considered by the Company in developing a
property for lease are the use to be made of the property, its location, the
nature and credit standing of the tenant, the rental income to be derived
under the lease, and the ability of the Company to utilize the property or
dispose of it upon termination of the lease.
All of the investment properties now owned by the Company are located in
Arizona, Colorado, Georgia, Iowa, Kansas, Missouri, Nebraska, Oklahoma, South
Dakota, and Texas. The Company has placed no limitations, however, on the
locations in which it is willing to develop properties in the future.
The commercial real estate acquired by the Company is normally purchased with
funds drawn on the Company's lines of credit. In most cases, the Company
gives careful consideration to the rate of return which it will receive from
an investment based on the original cost thereof to the Company without regard
to possible mortgage financing. While the rate of return varies, it has
ranged generally from 8.5% to 13%.
Real estate investments acquired or developed by the Company are not held for
resale, but are held as productive assets. The Company may, however, dispose
of properties depending upon the circumstances then existing.
Virtually all of the Company's development activity is handled by its
President, including lease negotiations, site acquisitions, construction
activities, and financing.
The real estate investment activity engaged in by the Company is highly
competitive, with numerous investors seeking to develop properties for lease
to qualified tenants. These competitors include numerous major national
financial institutions with resources and abilities to attract tenants which
are far greater than those of the Company; as well as many other types of
full-time and part-time real estate investors.
At December 31, 2000, the Company owned 38 leased properties having an
aggregate cost of $31,625,397. The rental income for 2000 on these leased
properties amounted to $4,352,963. Seven of the properties are leased to
three restaurant operators and account for 17.9% of rental income; four
telephone service center buildings and one Goodyear Tire Service Center
building account for 6.5% of rental income; eighteen QuikTrip and one Kum & Go
Convenience store properties account for 53.2% of rental income; three
nurseries (garden centers) account for 6.5%; four office buildings and a
supermarket building account for 14.4%; and other properties held for future
development account for 1.5% of rental income.
As of December, 2000, the tenants of all 38 leased properties were in
compliance with the terms of their respective leases.
Leases of real property to QuikTrip Corporation represent, in the aggregate, a
significant portion of the Company's business in terms of revenues and real
estate portfolio. The Company has done business with QuikTrip Corporation
since 1980, during which time QuikTrip Corporation has made all of its lease
payments to the Company on a timely basis. QuikTrip Corporation is a private
company which operates convenience stores in seven southern and midwestern
states. For its fiscal year ending April 28, 2000, QuikTrip Corporation
reported assets of $459,000,000, revenues of $2,347,000,000 and income before
income taxes of $55,000,000.
Other Investments
The Company has a portion of its assets invested in marketable securities
which had a market value of $2,016,664 as of December 31, 2000.
Employees
The Company currently employs 6 persons; 3 full-time employees and 3 part-time
employees.
Item 2
Properties (Dec. 31, 2000) Land Bldgs. &
Accumulated Rental Lease Renewal Mortgage Int.
Cost Improve.
Depreciation Income 2000 Expires Options Balance Rate
--------- ---------- -----------
- - ----------- ------- -------- ---------- ------
A. RESTAURANT PROPERTIES
Zio's Restaurant Aurora, Co. 197,000 1,744,624
11,184 64,625 2015 2-5 Yr -
Perkins 'Cake & Steak Des Moines, Ia. 137,000 343,365
330,775 90,979 2001 1-5 Yr -
Perkins 'Cake & Steak Des Moines, Ia. 140,000 341,602
327,938 100,077 2002 1-5 Yr -
Perkins 'Cake & Steak Des Moines, Ia. 200,000 373,192
373,192 94,618 2002 1-5 Yr. -
Perkins 'Cake & Steak Newton, Ia. 112,500 485,181
485,181 72,000 2004 1-5 Yr. -
Perkins 'Cake & Steak Des Moines, Ia. 243,166 498,675
498,675 105,192 2005 1-5 Yr. -
Carl's Jr. Restaurant a Chandler, AZ. 168,000 772,000
694,800 114,778 2005 3-5 Yr. -
Carl's Jr. Restaurant a Tucson, AZ. 90,000 738,000
589,663 137,397 2005 6-5 Yr. -
--------- ---------- -----------
- - ----------- ----------
Total 1,287,666 5,296,639
3,311,408 779,666
--------- ---------- -----------
- - ----------- ----------
B. SERVICE CENTERS
U.S. West Decorah, Ia. 20,000 191,102
149,059 22,966 2004 -
U.S. West Cedar Rapids, Ia. 37,000 397,394
295,096 84,000 2001 1-5 Yr. -
GTE Bldg. sold 3/31/00 Char/Fay, Ia. - -
- - 42,277 -
Goodyear Service Ctr. Wichita, KS. 100,000 978,725
358,624 132,000 2004 4-5 Yr. -
--------- ---------- -----------
- - ----------- ----------
Total 57,000 1,567,221
802,779 281,243
--------- ---------- -----------
- - ----------- ----------
C. CONVENIENCE STORES
QuikTrip a Des Moines, Ia. 144,664 691,878
313,252 112,306 2010 2-5 Yr. -
QuikTrip & Off. Bldg. Des Moines, Ia. 215,000 672,000
566,720 106,889 2004 1-5 Yr. -
QuikTrip Olathe, KS. 23,120 248,798
8,984 217,164 2019 4-5 Yr. -
QuikTrip Lee Summit, Mo. 36,460 408,221
14,741 133,500 2019 4-5 Yr. -
QuikTrip Wichita, KS. 53,500 436,637
148,251 58,081 2009 4-5 Yr. -
QuikTrip Norcross, Ga. 99,558 765,000
248,607 102,858 2014 4-5 Yr. -
QuikTrip Wichita, KS. 60,000 514,000
172,026 67,445 2010 4-5 Yr. -
QuikTrip Tulsa, OK. 155,000 1,340,000
441,383 175,662 2010 4-5 Yr. -
QuikTrip a Des Moines, Ia. 84,500 557,500
176,616 75,435 2010 4-5 Yr. -
QuikTrip a Johnston, Ia. 48,502 476,160
127,868 73,574 2012 4-5 Yr. -
QuikTrip a St. Louis, Mo. 152,000 1,575,433
425,386 231,780 2017 4-5 Yr. -
QuikTrip a Des Moines, Ia. 183,095 900,000
208,359 113,683 2013 4-5 Yr. -
QuikTrip Norcross, Ga. 92,500 834,000
143,476 97,283 2009 4-5 Yr. -
QuikTrip Norcross, Ga. 95,500 858,000
147,601 100,117 2009 4-5 Yr. -
QuikTrip Clive, Ia. 325,605 393,814
55,965 127,722 2015 4-5 Yr -
QuikTrip Alpharetta, Ga 148,585 1,324,000
182,054 149,472 2016 4-5 Yr -
QuikTrip Gainesville, Ga. 122,927 1,227,923
131,320 157,500 2012 4-5 Yr. -
QuikTrip Woodstock, Ga. 151,800 1,328,200
127,286 155,400 2013 4-5 Yr. -
QuikTrip (3 sold 12-1-99)
29,790 -
Kum & Go Omaha, NE. 44,110 128,574
128,574 30,838 2003 -
--------- ---------- -----------
- - ----------- ----------
Total 2,236,426 14,680,138
3,768,469 2,316,449
--------- ---------- -----------
- - ----------- ----------
D. SUPERMARKETS
Nash Finch Sioux Falls, SD. 211,888 2,632,970
137,836 473,610 2018 10-5 Yr. -
--------- ---------- -----------
- - ----------- ----------
E. OFFICE BUILDINGS
American Payday Loans Des Moines, Ia. 96,455 137,954
137,954 51,017 2004 1-7 Yr. -
Associates Financial
Serv. Des Moines, Ia. 61,692 55,812
46,184 16,650 2002 -
Corporate Headquarters b Des Moines, Ia. 25,000 418,222
374,612 41,150 2001 1-2 Yr. -
GTech Des Moines, Ia. 16,000 174,953
146,523 45,022 2001 1-2 Yr. -
--------- ---------- -----------
- - ----------- ----------
Total 199,147 786,941
705,273 153,839
--------- ---------- -----------
- - ----------- ----------
F. GARDEN CENTERS
Mike's Garden Center a Dallas, TX. Exchanged 3/22/2000
- - 24,325 -
Tip-Top Nursery a Glendale, AZ. 66,144 433,057
189,619 90,000 2003 1-5 Yr. -
Mike's Garden Center a Arlington, TX. 200,000 1,700,000
416,041 168,911 2009 -
--------- ---------- -----------
- - ----------- ----------
Total 266,144 2,133,057
605,660 283,236
--------- ---------- -----------
- - ----------- ----------
G. OTHER PROPERTIES 66,408 103,752
103,752 64,920
--------- ---------- -----------
- - ----------- ----------
Totals 4,424,679 27,200,718
9,435,177 4,352,963
========= ==========
============ =========== ==========
a Mortgaged to Lender - See Note 5 of Notes to Financial Statements.
b 50% Used by Registrant; 50% Leased
Other Properties
The following unencumbered properties are held for future development by the
Company .
(1) Real Estate, S. E. Delaware and Oralabor Road, Ankeny, Iowa.
This commercially zoned property is located in Ankeny, Iowa, at the Industrial
Exit of Interstate 35. It contains three approximately 1.5 acre platted lots.
(2) Real Estate, 4745 - 2nd Avenue, Des Moines, Iowa.
106,000 sq. ft. of land and a 3,000 sq. ft. building leased for $4,000 per
month, the lease expires July 1, 2002. 82,000 sq. ft. of unused land is
available for development.
(3) Real Estate, 845 Sixth Avenue, Des Moines, Iowa
This 6,000 square foot concrete block building situated on a lot of the same
size was purchased in 1974. This building is rented for $1,500 per month, and
the lease expires April 30, 2001.
Item 3. Legal Proceedings.
The Company is not engaged in any material legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
NOT APPLICABLE
PART II
Item 5. Market for the Company's Common Stock and Related Security Holder
Matters
The Common Stock of the Company (symbol NAPE) is traded on the over-the-
counter bulletin board; a product of the National Association of Security
Dealers, Inc., sponsored by market makers. Quotations are inter-dealer
prices, without retail mark-up, or mark-down, or commission and may not
necessarily represent actual transactions. The prices shown below are by
calendar quarters for 2000 and 1999. N/A indicates prices were not available.
Bid Asked
2000 High Low High Low
1st Quarter 36-1/4 36-1/4 N/A N/A
2nd Quarter 36-1/4 36-1/4 N/A N/A
3rd Quarter 36-1/4 36-1/4 N/A N/A
4th Quarter 37-1/4 36-1/4 N/A N/A
Bid Asked
1999 High Low High Low
1st Quarter 33-3/4 31-1/4 N/A N/A
2nd Quarter 35 33-3/4 N/A N/A
3rd Quarter 36 36 N/A N/A
4th Quarter 36-1/4 36 N/A N/A
There was a cash dividend of fourteen cents a share paid in 2000. Future
dividend declarations will be dependent upon the earnings of the Company, its
financial condition, its capital requirements and general business conditions.
There were approximately 650 stockholders of record as of March 1, 2001.
Item 6. Selected Financial Data. (In thousands except for per
share amounts)
Year ended December 31,
2000 1999 1998 1997 1996
Year ended December 31,
Lease rental income 4,353 4,189 3,715 3,492 3,262
Interest and
dividend income 79 83 89 73 80
Gain on sale of
securities 10 280 80 24 59
Gain on sale of
property 300 - - - -
Net income 1,679 1,678 1,271 1,143 1,039
At December 31,
Total assets 24,680 23,701 24,291 20,778 20,115
Long-term debt 2,600 4,025 5,221 5,264 6,031
Book value-properties &
equipment 22,206 21,387 21,833 18,495 18,102
Net Unrealized Gain
Marketable Securities 839 829 1,003 917 569
Stockholders' equity 17,835 16,276 14,903 13,922 12,899
Per Common Share
Net income* 4.05 4.02 3.00 2.62 2.30
Cash dividends 0.14 0.12 0.00 0.10 0.10
Book value 43.04 39.09 35.60 32,27 28.71
*Based on weighted average shares outstanding
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Liquidity and Capital Resources
At December 31, 2000, the Company's primary sources of liquidity were $95,000
in cash; marketable securities with a market value of approximately
$2,017,000; and a $2,200,000 remaining loan balance available on three lines
of credit with a local bank. (See Note 5 of the Notes to Financial
Statements). In addition, the Company owns unencumbered real estate having an
aggregate depreciated cost of approximately $20,000,000. Management believes
that its cash flow from operations and other potential sources of cash will be
sufficient to finance current and projected operations.
Each year for many years the Company has reacquired a limited amount of its
common stock. During the three years ended December 31, 2000, 17,083 shares
were repurchased in the open market and negotiated transactions. The total
cost of the reacquired shares amounted to $529,119; an average per share cost
of $30.97.
Leases of real property to QuikTrip Corporation represent, in the aggregate, a
significant portion of the Company's business in terms of revenues and real
estate portfolio. Each lease pertains to an individual convenience store.
Rent payments to be made by QuikTrip Corporation under the leases are payable
irrespective of the performance of the convenience store location under lease,
except that a few of the leases provide for additional rent based on a
percentage of merchandise sales at that location in excess of a fixed amount.
The terms of the leases are triple-net. The leases have expiration dates and
renewal options as shown in the table included as part of Item 2. QuikTrip
Corporation has a history of renewing leases upon expiration. QuikTrip
Corporation is a private company which operates convenience stores in seven
southern and midwestern states. For its fiscal year ending April 28, 2000,
QuikTrip Corporation reported assets of $459,000,000, revenues of
$2,347,000,000 and income before income taxes of $55,000,000. The percentage
of the Company's business conducted with QuikTrip Corporation has materially
increased in recent years. Management considers this increased concentration
of the Company's business with QuikTrip Corporation to be a favorable
development and does not believe it represents an unacceptable risk.
Management considers QuikTrip Corporation to be a highly desirable commercial
tenant. During the course of the Company's dealings with QuikTrip Corporation
over more than 20 years, QuikTrip Corporation has made all of its lease
payments to the Company on a timely basis. Management has concluded,
following its review of the current audited financial statements of the
QuikTrip Corporation, that the financial position, operating results and cash
flows of QuikTrip Corporation continue to justify confidence in its ability to
meet all of its obligations under its leases with the Company.
Results of Operations
2000 Compared to 1999
Net income in 2000 totaled $1,679,000 or $4.05 per share compared with
$1,678,000, or $4.02 per share in 1999.
Lease revenues in 2000 was $4,353,000 up $164,000 or 3.9% over 1999. The
increase in lease revenues, relative to 1999, was attributable to: (1) the
Company's convenience store properties which increased a net $214,000 with the
addition in 1999 of the Olathe, Kansas and Lee's Summit, Missouri store
properties; (2) the acquisition of a restaurant property in September 2000
which added $65,000 to lease revenues and (3) a decline in lease revenues of
$144,000 due to the sale of two telephone service centers and a garden center
in 2000 and the sale of the Newton, Iowa land in 1999. Contingent rentals
based on overages increased $29,000 in 2000 over 1999.
In 2000, the Company recorded gains on the sale of marketable securities of
$10,000 as compared to $280,000 for 1999.
The Company also recorded gains of $300,000 in 2000 from the sale of its two
GTE Telephone Service Centers. The gains were based on fair market values
totaling $505,000 for the two buildings as determined by MAI appraisals. The
properties were sold for $200,000 cash with remaining fair market value of
$305,000 gifted on an income tax deductible basis to the organizations that
purchased the properties.
The increase in total expenses for 2000 as compared to 1999 was primarily due
to the charitable donation of $305,000 recorded in connection with the sale of
the two GTE Telephone Service Centers noted above. Total expenses excluding
donations, declined by $120,000 in 2000 from their 1999 level.
Depreciation and interest expense, two key figures for the Company declined by
$84,000 and $65,000, respectively in 2000 from their 1999 level. The amounts
of depreciation expense from new property acquisition in 1999 and 2000 were
more than offset by the loss of depreciation on other properties that were
sold or exchanged during this period or that reached the end of their economic
lives for depreciation purposes during the current year.
Interest expense declined from $532,000 for 1999 to $467,000 for 2000 as the
Company continued to pay down its borrowings on its three bank credit lines.
The average outstanding debt in 2000 was $5,249,000 compared to $6,790,000 in
1999. Partially offsetting the lower average debt was higher interest rates
in 2000. The average interest rate paid by the Company in 2000 was 8.75%
compared to 7.71% in 1999.
Compensation costs increased $24,000 in 2000 due to cost of living adjustments
paid to the Company's officers and employees.
Other general and administrative expenses (excluding donations) as a percentage
remained flat at 4.7% in 2000 and 1999.
The effective income tax rate was 37.0% in 2000 and 1999.
Results of Operations
1999 Compared to 1998
The Company recorded net income in 1999 of $1,678,000, or $4.02 per share
compared with last year's income of $1,271,000 or $3.00 per share.
Lease revenues for the year ended December 31, 1999 were $4,189,000 up
$474,000 or 12.8% over 1998. The addition of two convenience store properties
in 1999 and a supermarket property and convenience store property in 1998
accounted for $472,000 of the increase in lease revenue for 1999. Contingent
rentals based on sales overages increased $39,000 in 1999 over 1998. The
Company's three garden centers produced $49,000 less rental income in 1999
than they did in 1998 resulting from entering into less favorable leasing
arrangements with new tenants since April, 1998.
The Company earned $363,000 in investment income including gains from the sale
of marketable securities during 1999 compared to $169,000 in 1998, an increase
of $194,000.
General and administrative expenses increased $22,000 to $1,886,000 in 1999 as
compared to $1,864,000 in 1998. The increase reflects an increase in
depreciation expense of $16,000 due to the addition of new properties, an
increase in other expenses totaling $27,000 led by personnel cost, and a
decrease in real estate taxes of $6,000 resulting from the bankruptcy of a
former tenant in April, 1998.
Interest expense decreased $16,000 to $532,000 in 1999 compared to $548,000 in
1998. The decrease was primarily due to a lower effective interest rate of
7.73% in 1999 compared to 8.5% for 1998 on the Company's three lines of
credit.
The effective income tax rate was 37.0% in 1999 as compared to 37.1% in 1998.
Item 8. Financial Statements and Supplementary Data.
Financial statements filed herewith:
Balance Sheets as of December 31, 2000 and December 31, 1999.
Statements of Income and Comprehensive Income for the years ended
December 31, 2000, December 31, 1999 and December 31, 1998.
Statements of Stockholders' Equity for the years ended
December 31, 2000, December 31, 1999 and December 31, 1998
Statements of Cash Flows for the years ended
December 31, 2000, December 31, 1999 and December 31, 1998
Notes to Financial Statements.
Accountant's Report.
Item 9. Disagreements on Accounting and Financial Disclosures.
NONE
PART III
In answer to Items 10, 11, 12 and 13 of Part III, the Company incorporates by
reference the required information which is contained in its definitive Proxy
Statement. The Proxy Statement is for the 2001 annual meeting of stockholders
and will be filed with the Commission not later than 120 days after December
31, 2000.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) List the following documents filed as part of this report.
1. All financial statements.
See Item 8 of Part II.
2. Financial statement schedules.
Schedule III as of December 31, 2000.
Note to schedule III as of December 31, 2000, 1999 and 1998.
All other Schedules are omitted because they are inapplicable or not
required.
(b) No report on Form 8-K was filed during the last quarter of 2000.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
___NATIONAL PROPERTIES CORPORATION___ (Registrant)
Date __3/16/01__ By _____/S/__Raymond_Di_Paglia_________
Raymond Di Paglia, President and Chief
Executive Officer
Date __3/16/01__ By _____/S/__Kristine_M._Fasano__________
Kristine M. Fasano, Vice President,
Secretary and Treasurer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Company and in the capacities and on the
dates indicated.
DIRECTORS OF THE COMPANY
Date __3/16/01__ By _____/S/__William_D._Buzard________
William D. Buzard
Date __3/16/01__ By _____/S/__Raymond_Di_Paglia________
Raymond Di Paglia
Date __3/16/01__ By _____/S/__Kristine_M._Fasano_______
Kristine M. Fasano
Date __3/16/01__ By _____/S/__Robert_H._Jamerson_______
Robert H. Jamerson
NORTHUP, HAINES, KADUCE, SCHMID, MACKLIN, P.C.
Certified Public Accountants
Board of Directors and Stockholders
National Properties Corporation
INDEPENDENT AUDITOR'S REPORT
We have audited the accompanying balance sheets of National Properties
Corporation as of December 31, 2000 and 1999 and the related statements of
income and comprehensive income, stockholders' equity and cash flows for each
of the three years in the period ended December 31, 2000. These financial
statements and the schedules referred to below are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatements. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of National Properties
Corporation as of December 31, 2000 and 1999, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 2000, in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedules listed in Item 14(a)(2)
are presented for purposes of complying with the Securities and Exchange
Commission's rules and are not part of the basic financial statements. These
schedules have been subjected to the auditing procedures applied in our audits
of the basic financial statements and, in our opinion, fairly state in all
material respects, the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
/S/ NORTHUP, HAINES, KADUCE, SCHMID, MACKLIN, P.C.
NORTHUP, HAINES, KADUCE, SCHMID, MACKLIN, P.C.
February 8, 2001
West Des Moines, Iowa
1501 - 42nd Street, Suite 130, West Des Moines, IA 50266-3500, Phone (515)
223-0221 Fax: (515) 223-1030
NATIONAL PROPERTIES CORPORATION BALANCE SHEETS
December 31,
2000 1999
ASSETS
CURRENT ASSETS
Cash 95,212 287,310
Mortgage receivable - current portion 137,747 -
Other 23,834 16,127
---------- ----------
Total current assets 256,793 313,437
---------- ----------
PROPERTY AND EQUIPMENT, AT COST - Notes 2 and 5
Land 4,424,679 4,367,365
Buildings and improvements 27,200,718 27,013,359
Furniture and equipment 102,184 98,712
---------- ----------
31,727,581 31,479,436
Less-accumulated depreciation 9,521,149 10,092,823
---------- ----------
Property and equipment-net 22,206,432 21,386,613
---------- ----------
OTHER ASSETS
Marketable securities, at market value-Note 4 2,016,664 1,997,094
Mortgage receivable - long term portion Note 1 200,000 -
Deferred charges and other assets - 13,786
---------- ----------
Total other assets 2,216,664 2,010,880
---------- ----------
24,679,889 23,700,930
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable 2,946 4,792
Notes payable - Note 5 3,000,000 1,900,000
Accrued liabilities 151,464 401,496
Current maturities of long-term debt - 10,482
Federal and state income taxes 33,976 101,571
---------- ----------
Total current liabilities 3,188,386 2,418,341
---------- ----------
LONG-TERM DEBT - Notes 5 & 6 2,600,000 4,025,000
---------- ----------
DEFERRED INCOME TAXES 1,056,274 981,687
---------- ----------
STOCKHOLDERS' EQUITY
Common stock - $1 par value
Authorized - 5,000,000 shares
Issued - (2000-414,373 shares; 1999-416,353 shares) 414,373 416,353
Retained earnings 16,581,528 15,030,319
Accumulated other comprehensive income 839,328 829,230
---------- ----------
Total stockholders' equity 17,835,229 16,275,902
---------- ----------
24,679,889 23,700,930
========== ==========
See Notes to Financial Statements
NATIONAL PROPERTIES CORPORATION
STATEMENTS OF INCOME AND C0MPREHENSIVE INCOME
For the years ended December 31, 2000, 1999 and 1998
STATEMENTS OF INCOME 2000 1999 1998
REVENUES
Lease rental income 4,352,963 4,189,262 3,715,029
Dividend and interest income 79,061 82,883 89,191
Gain on sale of securities 9,931 280,051 79,798
Gain on sale of property 299,758 - -
---------- ---------- ----------
Total revenues 4,741,713 4,552,196 3,884,018
---------- ---------- ----------
EXPENSES
Depreciation 795,114 879,267 863,115
Interest 466,737 531,958 548,513
Salaries and wages 234,227 213,157 195,967
Property, payroll and misc. taxes 68,995 56,532 60,706
Other 506,462 205,147 196,002
---------- ---------- ----------
Total expenses 2,071,535 1,886,061 1,864,303
---------- ---------- ----------
Income before income taxes 2,670,178 2,666,135 2,019,715
INCOME TAXES-Note 3 991,051 987,710 748,602
---------- ---------- ----------
Net income 1,679,127 1,678,425 1,271,113
---------- ---------- ----------
Other comprehensive income:
Unrealized holding gains on
marketable securities arising during
period 25,808 6,724 214,421
Less reclassification adjustment for
gains included in net income (9,931) (280,051)
(79,798)
Less income taxes applicable to unrealized
holding gains and losses (5,779) 99,491
(49,003)
---------- ---------- ----------
Other comprehensive income, net of tax 10,098 (173,836) 85,620
---------- ---------- ----------
Comprehensive income 1,689,225 1,504,589 1,356,733
========== ========== ==========
Net income per share 4.05 4.02 3.00
Weighted average common shares outstanding 414,743 417,437 423,854
See Notes to Financial Statements
NATIONAL PROPERTIES CORPORATION
STATEMENTS OF STOCKHOLDERS' EQUITY
For the three years ended December 31, 2000, 1999 and 1998
STATEMENTS OF STOCKHOLDER'S EQUITY
Accumulated
Other
Common Retained Comprehensive
Stock Earnings Income
---------- ---------- ----------
Balances December 31, 1997 431,456 12,573,294 917,446
Net income - 1998 - 1,271,113 -
Purchase and retirement of common stock (12,840) (363,095) -
Change in comprehensive income - - 85,620
---------- ---------- ----------
Balances December 31, 1998 418,616 13,481,312 1,003,066
Net income - 1999 - 1,678,425 -
Purchase and retirement of common stock (2,263) (79,105) -
Cash dividend - 12 cents per share - (50,313) -
Change in comprehensive income - - (173,836)
---------- ---------- ----------
Balances December 31, 1999 416,353 15,030,319 829,230
Net income - 2000 - 1,679,127 -
Purchase and retirement of common stock (1,980) (69,836) -
Cash dividend - 14 cents per share - (58,082) -
Change in comprehensive income - - 10,098
---------- ---------- ----------
Balances December 31, 2000 414,373 16,581,528 839,328
========== ========== ==========
See Notes to Financial Statements
NATIONAL PROPERTIES CORPORATION
STATEMENTS OF CASH FLOWS
For the years ended December 31, 2000, 1999 and 1998
Increase(Decrease) in Cash
2000 1999 1998
---------- ---------- ----------
CASH FLOW FROM OPERATING ACTIVITIES
Net income 1,679,127 1,678,425 1,271,113
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation and amortization 801,101 886,395 870,243
Deferred income taxes 68,808 85,296 81,146
Gain on sale of securities (9,931) (280,051) (79,798)
Gain on sale of property (299,758) - -
Changes in assets and liabilities:
Accounts receivable - - 12,451
Prepaid expenses 92 737 (2,600)
Accounts payable and accrued expenses (251,878) 113,097 2,095
Federal and state income taxes (67,595) 42,228 32,045
---------- ---------- ----------
Net cash provided by operations 1,919,966 2,526,127 2,186,695
---------- ---------- ----------
CASH FLOW FROM INVESTING ACTIVITIES
Additions to property and equipment (1,820,095) (433,091)(4,200,973)
Increase on mortgage note receivable (350,000) - -
Payments received on mortgage notes 12,253 - -
Purchase of securities (8,794) - (29,035)
Proceeds sale of securities 15,031 289,611 111,758
Proceeds sale of property 504,921 - -
---------- ---------- ----------
Net cash used in
investing activities (1,646,684) (143,480)(4,118,250)
---------- ---------- ----------
CASH FLOW FROM FINANCING ACTIVITIES
Borrowings on credit lines 2,175,000 550,000 4,280,000
Repayments of credit line borrowings (2,500,000) (2,525,000)(1,805,000)
Principal payments on mortgage Notes (10,482) (128,649) (107,062)
Dividends paid (58,082) (50,313) -
Purchase of treasury stock (71,816) (81,368) (375,935)
---------- ---------- ----------
Net cash provided by (used) in
financing activities (465,380) (2,235,330) 1,992,003
---------- ---------- ----------
Net increase (decrease) in cash (192,098) 147,317 60,448
Cash at beginning of year 287,310 139,993 79,545
---------- ---------- ----------
Cash at the end of year 95,212 287,310 139,993
========== ========== ==========
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the year for:
Interest expense 466,737 533,117 547,354
Income tax payments 989,838 860,186 635,411
NON-CASH INVESTING TRANSACTIONS
Exchange of like kind real restate:
Basis of property received 1,941,624 716,599 2,844,858
Less cash paid 1,816,624 431,467 2,687,105
---------- ---------- ---------
Basis of property given up 125,000 285,132 157,753
========== ========== =========
See Notes to Financial Statements
NOTES TO FINANCIAL STATEMENTS
SUMMARY OF ACCOUNTING POLICIES
The Company: National Properties Corporation is lessor of commercial real
estate to tenants under net lease arrangements. The Company seeks to acquire
or develop real estate for lease to commercial tenants anywhere in the United
States. The Company currently owns property located in Arizona, Colorado,
Georgia, Iowa, Kansas, Missouri, Nebraska, Oklahoma, South Dakota and Texas.
Marketable Securities: Marketable securities are classified as available-for-
sale and reported at fair market value in accordance with the Statement of
Financial Accounting Standards (SFAS) No. 115. The Company's investments are
held for an indefinite period.
Property and Equipment: Property and equipment are recorded at cost and
depreciated on a straight-line basis over the estimated useful lives of 15 to
39 years for buildings and 5 to 7 years for equipment.
Impairment of Long-Lived Assets: The Company evaluates its long-lived assets
for impairment whenever events or changes in circumstances indicate that the
carrying amount of such assets or intangibles may not be recoverable.
Recoverability of assets to be held and used is measured by a comparison of
the carrying amount of an asset to future net cash flows expected to be
generated by the assets. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying
amount of the assets exceed the fair value of the assets. Assets to be
disposed of are reported at the lower of the carrying amount or fair value
less costs to sell. During 2000 and 1999, the Company determined that none of
its long-lived assets had been impaired and therefore the Company did not
adjust the carrying amounts of such assets.
Net Earnings Per Common Share: Net earnings per share are based on the
weighted average number of shares outstanding 414,373 in 2000; 417,437 in
1999; and 423,854 in 1998.
Profit-Sharing Plan: The Company has a profit sharing plan adopted in 1965,
for eligible employees, under which it contributes a portion of its annual
earnings. The plan and all of its amendments have been approved by the
Internal Revenue Service. The Company's contribution to the plan was $33,508
in 2000; $31,625 in 1999; and $29,344 in 1998.
Lease Rentals - Commercial Real Estate: Lease rentals received on commercial
real estate are accounted for under the operating method; rentals are included
in income as earned over the term of the lease.
Estimates: The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could vary from the estimates that were
used.
Fair Value of Financial Instruments: The Company's financial instruments are
valued at their carrying amounts which are reasonable estimates of fair value.
Recent Accounting Pronouncement: The Company has adopted effective January 1,
1998 the Statement of Financial Accounting Standard No. 130, "Reporting
Comprehensive Income," which establishes standards for the reporting and
display of comprehensive income and its components in a full set of general
purpose financial statements. The effect of FAS No. 130 on the Company's
financial statements is to present in the statement of income, unrealized
gains on marketable securities net of income taxes, which in periods prior to
1998 had been reported as annual adjustments directly to stockholders' equity.
All prior periods reported on have been restated to give effect to FAS No.
130.
In December 1999, the staff of the Securities and Exchange Commission ("SEC")
issued Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in
Financial Statements". SAB No. 101 summarizes the SEC staff's view in
applying generally accepted accounting principles to the recognition of
revenues. The Company has evaluated the impact of the reporting requirements
of SAB No. 101 and has determined that there will be no material impact on its
results of operation, financial position or cash flows.
NOTE 1 - MORTGAGE RECEIVABLE
The Company holds a mortgage note dated June 15, 2000 in the amount of
$350,000 from Mike's Garden Center, Inc., a Texas corporation. The mortgage
is payable to the Company as follows: June 30, 2001 - $150,000, June 30, 2002
- - $100,000 and June 30, 2003 - $100,000. Accrued interest on the note is due
and payable monthly at 10%. The mortgage is collateralized by commercial real
estate located in Dallas, Texas. The outstanding balance on the mortgage note
at December 31, 2000 was $337,747.
NOTE 2 - PROPERTIES UNDER LEASE
The Company is the lessor of commercial real estate under noncancelable
operating leases requiring fixed and contingent rentals through the year 2019.
Contingent rentals based on sales overages amounted to $143,864 in 2000;
$115,479 in 1999; and $76,903 in 1998. The following is a schedule of future
minimum rentals at December 31, 2000, not including renewal options and
contingent rentals.
Year ended December 31, Amount
2001 4,242,874
2002 4,004,814
2003 3,848,103
2004 3,685,728
2005 3,222,159
Subsequent years 27,468,365
----------
Aggregate future minimum rentals 46,472,043
==========
NOTE 3 - INCOME TAXES
Income tax expense for the years ended December 31, 2000, 1999 and 1998 is
comprised of the following:
2000 1999 1998
---------- ---------- ----------
Current
Federal 779,296 764,749 553,572
States 142,974 137,665 113,884
---------- ---------- ----------
Total current 922,243 902,414 667,456
Deferred 68,808 85,296 81,146
---------- ---------- ----------
991,051 987,710 748,602
========== ========== ==========
A reconciliation of the statutory federal income tax rate of 34 percent in
2000, 1999 and 1998 to the effective tax rate is as follows:
2000 1999 1998
---------- ---------- ----------
Statutory federal income tax rate 34.0% 34.0% 34.0%
State taxes, net of federal tax benefit 3.5 3.6 4.0
Tax savings on dividends (0.5) (0.6) (0.9)
---------- ---------- ----------
Total tax provision 37.0 37.0 37.1
========== ========== ==========
Temporary differences which give rise to deferred tax liabilities in 2000 and
1999 are as follows:
2000 1999
---------- ---------
Deferred tax liabilities
Excess of tax over book depreciation $ 592,904 $ 507,096
Unrealized gain on marketable securities 480,370 474,591
---------- ---------
Total deferred liabilities 1,073,274 981,687
---------- ---------
Deferred tax asset
Contribution carryforward 17,000 -
---------- ---------
Net deferred tax liabilities $1,056,274 $ 981,687
========== =========
Deferred income taxes result from the temporary differences in the recognition
of income and expenses for tax and financial statement purposes. The source
of the temporary difference was due to a change in depreciation for income tax
reporting in 1996. The Small Business Job Protection Act of 1996 amended the
Internal Revenue Code regarding depreciation of motor fuel retail outlets
permitting the Company to depreciate its qualifying convenience store
properties over a life of 20 years. For financial statement purposes the
Company depreciates its convenience stores over an average useful life of 30
years. In addition the Company recognizes deferred taxes related to the
unrealized gain on its marketable securities portfolio and its contribution
deduction carryforward for income tax purposes.
NOTE 4 - MARKETABLE SECURITIES
The Company's marketable securities consist of equity securities and were
carried at fair market value. At December 31, 2000, marketable securities
available-for-sale had an aggregate market value of $2,016,664 and a cost of
$696,966 resulting in a gross unrealized gain of $1,319,698. At December 31,
1999, marketable securities had an aggregate market value of $1,997,094 and a
cost of $693,273 for a gross unrealized gain of $1,303,821. The increase or
decrease in unrealized holding gains each year is shown as other comprehensive
income in the statement of income and comprehensive income.
The Company had gross realized gains of $9,931, $280,051 and $79,798 on the
sale of marketable securities during 2000, 1999 and 1998 respectively and no
realized losses. Gain or loss on sales was based on the cost of the
securities using the specific identification method.
NOTE 5 - NOTES PAYABLE - BANKS
As of December 31, 2000, the Company had a $3,000,000 unsecured working
capital line of credit with Wells Fargo Bank. The credit line which has been
in effect for the past several years was created to facilitate the Company's
real estate acquisitions.
Borrowings will bear interest at 0.50% less than the bank's base (Prime) rate
floating. No compensating balance is required but a non-usage fee of 1/8 of
1% is payable quarterly to the bank on the unused portion of the line. As of
December 31, 2000, there was a $3,000,000 outstanding balance on this loan, as
compared to $1,900,000 at December 31, 1999.
As of December 31, 2000, the Company had a $6,000,000 10-year, revolving
credit line with Wells Fargo Bank. The $6,000,000 loan commitment reduces
$600,000 beginning December 31, 1997, and each year thereafter until final
maturity on December 31, 2006. Borrowings secured by first mortgages on
various properties, bear interest at 0.50% less than the bank's base (Prime)
rate floating, and no compensating balance is required. As of December 31,
2000, the outstanding balance on this loan was $2,100,000 as compared to
$3,125,000 as of December 31, 1999.
As of December 31, 2000, the Company had a $3,000,000 10-year revolving loan
with Wells Fargo Bank. The credit line reduces $300,000 beginning December
31, 1995, and each year thereafter until final maturity on December 31, 2004.
Borrowings secured by first mortgages on properties, bear interest at 0.50%
less than the bank's base (Prime) rate floating. At December 31, 2000, the
outstanding balance on this loan was $500,000 compared to $900,000 as of
December 31, 1999.
NOTE 6 - LONG-TERM DEBT
Long-term debt consists of the following:
December 31,
Rate 2000 1999
---------- ---------- ----------
Real estate mortgage notes
Due 2000 9.984% - 10,482
Wells Fargo Bank, N.A.
Due 2006 - See Note 5 9.00% 2,100,000 3,125,000
Wells Fargo Bank, N.A.
Due 2004 - See Note 5 9.00% 500,000 900,000
---------- ----------
2,600,000 4,035,482
========== ==========
On February 8, 2001, the Company entered into a new financing agreement with
Wells Fargo Bank, N.A., that permits the Company to borrow at anytime through
April 30, 2002 up to $15,000,000 under the line of credit at 0.75% below the
bank's prime rate of interest. The Company must pay an annual commitment fee
of 1/8 of 1% (payable quarterly) of the unused portion of the commitment. All
borrowings under the credit line matures on April 30, 2002 and, is to be
renewed annually for an additional one year beginning April 30, 2001 if the
Company is in compliance with the terms of the credit line. Among other
things, the agreement provides that the Company will obtain a minimum free
cash flow of one million eight hundred thousand dollars ($1,800,000) per year
measured as of the end of each fiscal quarter on an annualized basis. "Free
Cash Flow" is defined as (a) net income plus (b) depreciation plus (c) non-
cash expenses minus (a) dividends minus (b) expenditure for purchases of the
Company's stock minus (c) gains on the sale of real estate. The outstanding
indebtedness to the bank at December 31, 2000 was rolled into and became an
advance under the new Line of Credit.
NOTE 7 - REVENUE FROM MAJOR TENANTS
Lease rental revenue from three major tenants was $3,222,087, $2,985,835 and
$2,813,622 for the years ended December 31, 2000, 1999 and 1998 respectively,
representing approximately 74% of total rental income for 2000 and 71% for
1999 and 76% for 1998. Rents from these major tenants were as follows:
2000 1999 1998
---- ---- ----
Industry Revenue % Revenue % Revenue %
Convenience stores 2,285,611 52.5 2,059,567 49.2 2,005,143 54.0
Garden centers - - - - 388,391 10.5
Restaurants 462,866 10.6 452,658 10.8 420,088 11.3
Supermarket 473,610 10.9 473,610 11.3 - -
--------- ---- --------- ---- --------- ----
3,222,087 74.0 2,985,835 71.3 2,813,622 75.8
========= ==== ========= ==== ========= ====
NOTE 8 - QUARTERLY OPERATING DATA (UNAUDITED)
The following is a summary of unaudited quarterly results of operations:
Quarter
First Second Third Fourth
---------- ---------- ---------- ----------
2000
Revenues 1,309,986 1,263,215 1,050,409 1,118,103
Net Income 453,638 422,821 387,621 415,047
Per share $1.09 $1.02 $0.93 $1.01
1999
Revenues 1,192,543 1,021,922 1,280,095 1,057,636
Net Income 448,062 339,732 513,023 377,608
Per share $1.07 $0.81 $1.23 $0.91
NATIONAL PROPERTIES CORPORATION
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
Description Encum- Initial costs Cost capi- Gross
Accumulated Date ac- Life on
brances to company talized amount at
depreciation quired which de-
subsequent which car-
preciation
to acquis- ried at
in latest in-
tion close of
come state-
period
is
computed
QuikTrip Stores
St. Louis, MO 1,381,946 1,454,000 121,433 1,575,433
409,688 02/28/92 31 1/2
Econofoods,
Sioux Falls, SD 2,632,970 -0- 2,632,970
137,836 12/01/98 39
Garden Center
Metro Garden Center
Arlington, TX 1,218,054 1,700,000 -0- 1,700,000
416,041 04/01/93 31 1/2
Other Properties 20,420,679 871,636 21,292,315
8,471,617 1976/1999 15/39
---------- ----------- ---------- ----------
- ----------
Totals $2,600,000 $26,207,649 $ 993,069 $27,200,718 $
9,435,182
========== =========== ========== ===========
==========
NOTE TO SCHEDULE III
Real Estate
2000 1999 1998
Balance, Beginning of period $27,013,359 $27,006,700 $23,045,531
additions 1,744,624 657,019 3,961,169
----------- ----------- -----------
28,757,983 27,663,719 27,006,700
Reductions 1,557,265 650,360 -0-
----------- ----------- -----------
Balance, End of period $27,200,718 $27,013,359 $27,006,700
=========== =========== ===========
Accumulated Depreciation
Real Estate
2000 1999 1998
Balance, Beginning of period $10,014,348 $ 9,787,130 $ 8,935,995
additions 787,622 871,411 851,135
----------- ----------- -----------
10,801,970 10,658,541 9,787,130
Reductions 1,366,788 644,193 -0-
----------- ----------- -----------
Balance, End of period $ 9,435,182 $10,014,348 $ 9,787,130
=========== =========== ===========