SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549
FORM 10-K/A AMENDMENT NO. 2 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1999
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.
$6,679,715 as of March 1, 2000
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, 2000 - 415,603 Shares
DOCUMENTS INCORPORATED BY REFERENCE
Proxy Statement for the 2000 annual meeting of Stockholders See Part III
PART I
Item 1. Business
(a) General Development of Business. The Registrant, (also referred
to as the "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 Company also
derives revenues from its portfolio of investment securities.
In July 1999, the Company sold land it had leased to Days Inn in Newton,
Iowa for $350,000.
In August 1999, the Company sold 1.3 acres of land held for development
in Ankeny, Iowa for $576,650.
In August 1999, the Company executed an agreement to sell 1.7 acres of
land held for development in Ankeny, Iowa for $795,633. The closing was
completed in November, 1999.
In December 1999, the Company completed the purchase of two convenience
store properties, one in Olathe, Kansas and one in Lee's Summit,
Missouri. Proceeds from the above land sales as well as an exchange of
three Des Moines, Iowa convenience store properties valued at $1,245,000
were used in a qualified IRC section 1031 exchange to purchase the two
convenience store properties. The additional funds required for the
purchase were drawn on the Company's line 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, 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, 1999, the Company owned 40 leased properties having an
aggregate cost of $31,380,724. The rental income for 1999 on these
leased properties amounted to $4,189,262. Seven of the properties are
leased to two restaurant operators and account for 16.7% of rental
income; four telephone service center buildings and one Goodyear Tire
Service Center building account for 8.7% of rental income; eighteen
QuikTrip and one Kum & Go Convenience stores account for 49.9% of rental
income; three nurseries (garden centers) account for 8.1%; four office
buildings and a supermarket account for 14.8%; other properties held for
future development account for 1.8% of rental income.
As of December, 1999, the tenants of all 40 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 $1,997,094 as of December 31,
1999.
Employees
The Company currently employs 6 persons; 3 full-time employees and 3 part-
time employees.
Item 2
Properties (Dec. 31, 1999) Land Bldgs. & Accumulated Rental Lease Renewal
Mortgage Int.
Cost Improve. Depreciation Income 1999 Expires Options
Balance Rate
--------- ---------- ------------ ----------- ------- --------
- ---------- ------
A. RESTAURANT PROPERTIES
Perkins 'Cake & Steak Des Moines, Ia. 137,000 343,365 317,041 84,613 2001 1-5 Yr
- -
Perkins 'Cake & Steak Des Moines, Ia. 140,000 341,602 314,274 91,864 2002 1-5 Yr
- -
Perkins 'Cake & Steak Des Moines, Ia. 200,000 373,192 373,192 86,565 2002 1-5 Yr.
- -
Perkins 'Cake & Steak Newton, Ia. 112,500 485,181 485,181 84,423 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. 168,000 772,000 656,200 115,209 2005 3-5 Yr.
- -
Carl's Jr. Restaurant a Tucson, AZ. 90,000 738,000 551,286 133,413 2005 6-5 Yr.
- -
--------- ---------- ------------ -----------
- ----------
Total 1,090,666 3,552,015 3,195,849 701,279
--------- ---------- ------------ -----------
- ----------
B. SERVICE CENTERS
U.S. West Decorah, Ia. 20,000 191,102 143,327 22,965 2004 1-5 Yr.
- -
U.S. West Cedar Rapids, Ia. 37,000 397,394 281,115 84,000 2001 1-5 Yr.
- -
Continental Tel. Co. Chariton, Ia. 8,364 541,755 429,792 70,641 2000 - )
- -
Continental Tel. Co. Fayette, Ia. 6,322 428,685 340,090 56,190 2000 - )
10,482 9.984
Goodyear Service Ctr. Wichita, KS. 100,000 978,725 327,560 132,000 2004 4-5 Yr.
- -
--------- ---------- ------------ -----------
- ----------
Total 171,686 2,537,661 1,521,884 365,796
10,482
--------- ---------- ------------ -----------
- ----------
C. CONVENIENCE STORES
QuikTrip a Des Moines, Ia. 144,664 691,878 295,402 111,349 2010 2-5 Yr.
- -
QuikTrip & Off. Bldg. Des Moines, Ia. 215,000 672,000 539,847 107,879 2004 1-5 Yr.
- -
QuikTrip Olathe, KS. 23,120 248,798 691 18,097 2019 4-5 Yr.
- -
QuikTrip Lee Summit, Mo. 36,460 408,221 1,134 11,125 2019 4-5 Yr.
- -
QuikTrip Wichita, KS. 53,500 436,637 134,554 58,081 2009 4-5 Yr.
- -
QuikTrip Norcross, Ga. 99,558 765,000 224,936 102,858 2014 4-5 Yr.
- -
QuikTrip Wichita, KS. 60,000 514,000 155,706 67,445 2010 4-5 Yr.
- -
QuikTrip Tulsa, OK. 155,000 1,340,000 398,838 175,662 2010 4-5 Yr.
- -
QuikTrip a Des Moines, Ia. 84,500 557,500 158,920 75,435 2010 4-5 Yr.
- -
QuikTrip a Johnston, Ia. 48,502 476,160 112,755 73,574 2012 4-5 Yr.
- -
QuikTrip a St. Louis, Mo. 152,000 1,575,433 376,113 231,780 2017 4-5 Yr.
- -
QuikTrip a Des Moines, Ia. 183,095 900,000 179,784 113,683 2013 4-5 Yr.
- -
QuikTrip Norcross, Ga. 92,500 834,000 122,091 95,738 2009 4-5 Yr.
- -
QuikTrip Norcross, Ga. 95,500 858,000 125,603 98,528 2009 4-5 Yr.
- -
QuikTrip Clive, Ia. 325,605 393,814 45,868 124,570 2015 4-5 Yr
- -
QuikTrip Alpharetta, Ga 148,585 1,324,000 137,921 149,474 2016 4-5 Yr
- -
QuikTrip Gainesville, Ga. 122,927 1,227,923 90,388 157,500 2012 4-5 Yr.
- -
QuikTrip Woodstock, Ga. 151,800 1,328,200 83,012 155,400 2013 4-5 Yr.
- -
QuikTrip (3 sold 12-1-99) 131,389
- -
Kum & Go Omaha, NE. 44,110 128,574 128,574 30,838 2003 -
- -
--------- ---------- ------------ -----------
- ----------
Total 2,236,426 14,680,138 3,312,137 2,090,405
- -
--------- ---------- ------------ -----------
- ----------
D. SUPERMARKETS
Nash Finch Sioux Falls, SD. 211,888 2,632,970 70,327 473,610 2018 10-5 Yr.
--------- ---------- ------------ -----------
- ----------
E. OFFICE BUILDINGS
American Payday Loans Des Moines, Ia. 96,455 137,954 137,954 43,717 2004 1-7 Yr.
- -
Associates Financial
Serv. Des Moines, Ia. 61,692 55,812 44,510 15,600 2002
- -
Corporate Headquarters b Des Moines, Ia. 25,000 418,222 361,884 40,973 2001 1-2 Yr.
- -
GTech Des Moines, Ia. 16,000 174,953 141,274 43,718 2001 1-2 Yr.
- -
--------- ---------- ------------ -----------
- ----------
Total 199,147 786,941 685,622 144,008
- -
--------- ---------- ------------ -----------
- ----------
F. GARDEN CENTERS
Mike's Garden Center a Dallas, TX. 125,000 586,825 586,825 69,444 2009
- -
Tip-Top Nursery a Glendale, AZ. 66,144 433,057 175,869 90,000 2003 1-5 Yr.
- -
Mike's Garden Center a Arlington, TX. 200,000 1,700,000 362,083 179,910 2009
- -
--------- ---------- ------------ -----------
- ----------
Total 391,144 2,719,882 1,124,777 339,354
- -
--------- ---------- ------------ -----------
- ----------
G. OTHER PROPERTIES 66,408 103,752 103,752 74,810
- -
--------- ---------- ------------ -----------
- ----------
Totals 4,367,365 27,013,359 10,014,348 4,189,262
10,482
========= ========== ============ ===========
==========
a Mortgaged to Lender - See Note 4 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, 2000.
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 1999 and 1998. N/A indicates prices
were not available.
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
Bid Asked
1998 High Low High Low
1st Quarter 29-1/2 28-5/8 N/A N/A
2nd Quarter 31 29-1/2 N/A N/A
3rd Quarter 36 31 N/A N/A
4th Quarter 34 32-3/4 N/A N/A
There was a cash dividend of twelve cents a share paid in 1999. 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 675 stockholders of record as of March 1, 2000.
Item 6. Selected Financial Data. (In thousands except for per
share amounts)
Year ended December 31,
1999 1998 1997 1996 1995
Year ended December 31,
Lease rental income 4,189 3,715 3,492 3,262 3,140
Interest income 14 21 1 - 3
Dividend income 69 68 72 80 89
Gain on sale of
securities 280 80 24 59 103
Net income 1,678 1,271 1,143 1,039 903
At December 31,
Total assets 23,701 24,291 20,778 20,115 19,118
Long-term debt 4,025 5,221 5,264 6,031 5,148
Book value-properties &
equipment 21,387 21,833 18,495 18,102 17,394
Net Unrealized Gain
Marketable Securities 829 1,003 917 569 605
Stockholders' equity 16,276 14,903 13,922 12,899 12,070
Per Common Share
Net income* 4.02 3.00 2.62 2.30 1.97
Cash dividends 0.12 0.00 0.10 0.10 0.00
Book value 39.09 35.60 32.27 28.71 26.49
*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, 1999, the Company's primary sources of liquidity were
$287,000 in cash; marketable securities with a market value of
approximately $1,997,000; and a $2,775,000 remaining loan balance
available on three lines of credit with a local bank. (See Note 4 of
the Notes to Financial Statements). In addition, the Company owns
unencumbered real estate having an aggregate depreciated cost of
approximately $14,000,000. 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, 1999,
32,892 shares were repurchased in the open market and negotiated
transactions. The total cost of the reacquired shares amounted to
$882,489; an average per share cost of $26.83.
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
1999 Compared to 1998
The Company recorded a 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 was $4,189,000 up
$474,000 or 12.8% over 1998. The addition of two convenience stores in
1999 and a supermarket and convenience store 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 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.
Results of Operations
1998 Compared to 1997
The Company recorded a net income in 1998 of $1,271,000 or $3.00 per
share compared with a net income of $1,143,000 or $2.62 per share in
1997.
Lease revenues for the year ended December 31, 1998 were $3,715,000, up
$223,000 or 6.4% over 1997. The increase in rental income was primarily
due to the acquisition of three new properties and the sale of one
property in 1998 and 1997 that produced a net increase in rental income
of $284,000. The Company's three garden centers produced $83,000 less
rental income in 1998 than in 1997 resulting from entering into less
favorable leasing arrangements with new tenants after the bankruptcy of
Sunbelt Nursery (the former tenant). Contingent rentals based on sales
overages excluding garden centers increased $22,000 in 1998.
The Company also realized gains of $79,800 from the sale of securities
in 1998, up from $24,300 in 1997. In addition, the Company earned
$21,000 in interest income on proceeds from the sale of it Ankeny land
while held in escrow pending a qualified IRC 1031 exchange of property.
Total expenses increased $63,000 to $1,864,000 in 1998 as compared to
$1,801,000 in 1997. Interest and depreciation increased $119,000 or
9.2% over 1997 due to the acquisition of new properties funded by
drawing down on the Company's three credit lines. In addition the
Company recorded $7,000 in additional real estate taxes during 1998 in
connection with the stores leased to Sunbelt Nursery. Remaining
expenses led by personnel cost, decreased by $63,000 or 14.1% for 1998
as compared to 1997.
The effective income tax rate was 37.1% in 1998 as compared to 36.1% in
1997. The increase was due to an increase in state income taxes in
1998.
Year 2000
The Company did not experience any material adverse issues or business
interruption arising from the date change to January 1, 2000. Based on
its efforts to date, the Company has not incurred any material costs and
does not expect to incur any future material costs in addressing the
year 2000 issue related to its business.
Item 8. Financial Statements and Supplementary Data.
Financial statements filed herewith:
Balance Sheets as of December 31, 1999 and December 31, 1998.
Statements of Income and Comprehensive Income for the years ended
December 31, 1999, December 31, 1998 and December 31, 1997.
Statements of Stockholders' Equity for the years ended
December 31, 1999, December 31, 1998 and December 31, 1997
Statements of Cash Flows for the years ended
December 31, 1999, December 31, 1998 and December 31, 1997
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 2000
annual meeting of stockholders and will be filed with the Commission not
later than 120 days after December 31, 1999.
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, 1999.
Note to schedule III as of December 31, 1999, 1998 and
1997.
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
1999.
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 __3/17/00__ By _____/S/__Raymond_Di_Paglia_________
Raymond Di Paglia, President and Chief
Executive Officer
Date __3/17/00__ 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 __3/17/00__ By _____/S/__William_D._Buzard________
William D. Buzard
Date __3/17/00__ By _____/S/__Raymond_Di_Paglia________
Raymond Di Paglia
Date __3/17/00__ By _____/S/__Kristine_M._Fasano_______
Kristine M. Fasano
Date __3/17/00__ 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, 1999 and 1998 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, 1999.
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, 1999 and 1998, and the results
of its operations and its cash flows for each of the three years in the
period ended December 31, 1999, 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 9, 2000
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,
1999
1998
ASSETS
CURRENT ASSETS
Cash 287,310
139,993
Other 16,127
16,864
---------- --------
- --
Total current assets 303,437
156,857
---------- --------
- --
PROPERTY AND EQUIPMENT, AT COST - Notes 1 and 4
Land 4,367,365
4,586,750
Buildings and improvements 27,013,359
27,006,700
Furniture and equipment 98,712
97,088
---------- --------
- --
31,479,436
31,690,538
Less-accumulated depreciation 10,092,823
9,857,750
---------- --------
- --
Property and equipment-net 21,386,613
21,832,788
---------- --------
- --
OTHER ASSETS
Marketable securities, at market value-Note 3 1,997,094
2,279,982
Deferred charges and other assets 13,786
20,914
---------- --------
- --
Total other assets 2,010,880
2,300,896
---------- --------
- --
23,700,930
24,290,541
==========
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable 4,792
10,442
Notes payable - Note 4 1,900,000
2,400,000
Accrued liabilities 401,496
282,749
Current maturities of long-term debt 10,482
418,254
Federal and state income taxes 101,571
59,343
---------- --------
- --
Total current liabilities 2,418,341
3,170,788
---------- --------
- --
LONG-TERM DEBT - Notes 4 & 5 4,025,000
5,220,877
---------- --------
- --
DEFERRED INCOME TAXES 981,687
995,882
---------- --------
- --
STOCKHOLDERS' EQUITY
Common stock - $1 par value
Authorized - 5,000,000 shares
Issued - (1999-416,353 shares; 1998-418,616 shares) 416,353
418,616
Retained earnings 15,030,319
13,481,312
Accumulated other Comprehensive income 829,230
1,003,066
---------- --------
- --
Total stockholders' equity 16,275,902
14,902,994
---------- --------
- --
23,700,930
24,290,541
==========
==========
See Notes to Financial Statements
NATIONAL PROPERTIES CORPORATION
STATEMENTS OF INCOME AND C0MPREHENSIVE INCOME
For the years ended December 31, 1999, 1998 and 1997
STATEMENTS OF INCOME 1999 1998
1997
REVENUES
Lease rental income 4,189,262 3,715,029
3,491,764
Dividend income 69,256 67,750
71,985
Interest income 13,627 21,441
703
Gain on sale of securities 280,051 79,798
24,336
---------- ---------- -------
- ---
Total revenues 4,552,196 3,884,018
3,588,788
---------- ---------- -------
- ---
EXPENSES
Depreciation 879,267 863,115
807,989
Interest 531,958 548,513
484,119
Salaries and wages 213,157 195,967
251,440
Property, payroll and misc. taxes 56,532 60,706
60,958
Other 205,147 196,002
196,605
---------- ---------- -------
- ---
Total expenses 1,886,061 1,864,303
1,801,111
---------- ---------- -------
- ---
Income before income taxes 2,666,135 2,019,715
1,787,677
INCOME TAXES-Note 2 987,710 748,602
644,595
---------- ---------- -------
- ---
Net income 1,678,425 1,271,113
1,143,082
---------- ---------- -------
- ---
Other comprehensive income:
Unrealized holding gains on
marketable securities arising during
period 6,724 214,421
572,754
Less reclassification adjustment for
gains included in net income (280,051) (79,798)
(24,336)
Less income taxes applicable to unrealized
holding gains and losses 99,491 (49,003)
(199,624)
---------- ---------- -------
- ---
Other comprehensive income, net of tax (173,836) 85,620
348,794
---------- ---------- -------
- ---
Comprehensive income 1,504,589 1,356,733
1,491,876
========== ==========
==========
Net income per share 4.02 3.00
2.62
Weighted average common shares outstanding 417,437 423,854
435,761
See Notes to Financial Statements
NATIONAL PROPERTIES CORPORATION
STATEMENTS OF STOCKHOLDERS' EQUITY
For the three years ended December 31, 1999, 1998 and 1997
STATEMENTS OF STOCKHOLDER'S EQUITY
Accumulated
Other
Common Retained
Comprehensive
Stock Earnings Income
---------- ---------- -------
- ---
Balances December 31, 1996 449,245 11,881,556
568,652
Net income - 1997 - 1,143,082
- -
Purchase and retirement of common stock (17,789) (407,397)
- -
Cash dividend - 10 cents per share - (43,947)
- -
Change in comprehensive income - -
348,794
---------- ---------- -------
- ---
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
========== ==========
==========
See Notes to Financial Statements
NATIONAL PROPERTIES CORPORATION
STATEMENTS OF CASH FLOWS
For the years ended December 31, 1999, 1998 and 1997
Increase(Decrease) in
Cash
1999 1998
1997
---------- ---------- -------
- ---
CASH FLOW FROM OPERATING ACTIVITIES
Net income 1,678,425 1,271,113
1,143,082
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation and amortization 886,395 870,243
815,116
Deferred income taxes 85,296 81,146
73,471
Gain on sale of securities (280,051) (79,798)
(24,336)
Changes in assets and liabilities:
Accounts receivable - 12,451
3,125
Prepaid expenses and deferred charges 737 (2,600)
13
Accounts payable and accrued expenses 113,097 2,095
20,745
Federal and state income taxes 42,228 32,045
271,765
---------- ---------- -------
- ---
Net cash provided by operations 2,526,127 2,186,695
2,302,981
---------- ---------- -------
- ---
CASH FLOW FROM INVESTING ACTIVITIES
Additions to property and equipment (433,091)
(4,200,973)(1,200,486)
Payments received on mortgage notes - -
718
Purchase of securities - (29,035)
(37,368)
Proceeds sale of securities 289,611 111,758
43,563
---------- ---------- -------
- ---
Net cash used in
investing activities (143,480)
(4,118,250)(1,193,573)
---------- ---------- -------
- ---
CASH FLOW FROM FINANCING ACTIVITIES
Borrowings on credit lines 550,000 4,280,000
3,000,000
Repayments of credit line borrowings (2,525,000)
(1,805,000)(3,584,585)
Principal payments on mortgage Notes (128,649) (107,062)
(96,929)
Dividends paid (50,313) -
(43,947)
Purchase of treasury stock (81,368) (375,935)
(425,186)
---------- ---------- -------
- ---
Net cash provided by (used) in
financing activities (2,235,330) 1,992,003
(1,150,647)
---------- ---------- -------
- ---
Net increase (decrease) in cash 147,317 60,448
(41,239)
Cash at beginning of year 139,993 79,545
120,784
---------- ---------- -------
- ---
Cash at the end of year 287,310 139,993
79,545
========== ========== ==========
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the year for:
Interest expense 533,117 547,354
523,320
Income tax payments 860,186 635,411
372,830
NON-CASH INVESTING TRANSACTIONS
Exchange of like kind real restate:
Basis of property received 716,599 2,844,858
1,350,850
Less cash paid 431,467 2,687,105
1,238,957
---------- ---------- ------
- ---
Basis of property given up 285,132 157,753
111,893
========== ==========
=========
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, 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 1999 and 1998, the Company determined that none of is 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 417,437 in 1999; 423,854
in 1998; and 435,761 in 1997.
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 $31,625 in 1999; $29,344 in 1998; and $35,662 in 1997.
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 - 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 $115,479 in
1999; $76,903 in 1998; and $71,663 in 1997. The following is a schedule of
future minimum rentals at December 31, 1999, not including renewal options
and contingent rentals.
Year ended December 31, Amount
2000 4,154,640
2001 4,033,093
2002 3,818,443
2003 3,664,563
2004 3,505,075
Subsequent years 28,404,274
----------
Aggregate future minimum rentals 47,580,088
==========
NOTE 2 - INCOME TAXES
Income tax expense for the years ended December 31, 1999, 1998 and 1997 is
comprised of the following:
1999 1998
1997
---------- ---------- -------
- ---
Current
Federal 764,749 553,572
498,071
States 137,665 113,884
73,053
---------- ---------- -------
- ---
Total current 902,414 667,456
571,124
Deferred 85,296 81,146
73,471
---------- ---------- -------
- ---
987,710 748,602
644,595
========== ==========
==========
A reconciliation of the statutory federal income tax rate of 34 percent in
1999, 1998 and 1997 to the effective tax rate is as follows:
1999 1998
1997
---------- ---------- -------
- ---
Statutory federal income tax rate 34.0% 34.0%
34.0%
State taxes, net of federal tax benefit 3.6 4.0
3.1
Tax savings on dividends (0.6) (0.9)
(1.0)
---------- ---------- -------
- ---
Total tax provision 37.0 37.1
36.1
========== ==========
==========
Temporary differences which give rise to deferred tax liabilities in 1999
and 1998 are as follows:
1999 1998
---------- ---------
Excess of tax over book depreciation 507,096 421,800
Unrealized gain on marketable securities 474,591 574,082
---------- ---------
Total tax provision 981,687 995,882
========== =========
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 (The Act) amended the Internal Revenue Code
regarding depreciation of motor fuel retail outlets permitting the
Company to depreciate its qualifying convenience stores over a life of
20 years. For financial statement purposes the Company depreciates its
convenience stores over an average useful life of 30 years.
NOTE 3 - MARKETABLE SECURITIES
The Company's marketable securities consist of equity securities and
were carried at fair market value. At December 31, 1999, marketable
securities available-for-sale had an aggregate market value of
$1,997,094 and a cost of $693,273 resulting in a gross unrealized gain
of $1,303,821. At December 31, 1998, marketable securities had an
aggregate market value of $2,279,982 and a cost of $702,833 for a gross
unrealized gain of $1,577,149. 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 $280,051, $79,798, and $24,336
on the sale of marketable securities during 1999, 1998 and 1997
respectively and no realized losses. Gain or loss on sales was based on
the cost of the securities using the specific identification method.
NOTE 4 - NOTES PAYABLE - BANKS
As of December 31, 1999, the registrant had a $3,000,000 unsecured
working capital line of credit with Norwest Bank Iowa, N.A. 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 0.25% 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, 1999, there was a $1,900,000 outstanding balance on this
loan, as compared to $2,400,000 at December 31, 1998.
As of December 31, 1999, the Company had a $6,000,000 10-year, revolving
credit line with Norwest Bank Iowa, N.A. 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 0.25% less than the
bank's base (Prime) rate floating, and no compensating balance is
required. As of December 31, 1999, the outstanding balance on this loan
was $3,125,000 as compared to $3,700,000 as of December 31, 1998.
In November, 1994, the Company established a $3,000,000 10-year
revolving loan with Brenton Bank, N.A., Des Moines, Iowa. Effective
June 4, 1998, this loan was assumed by Norwest Bank Iowa, N.A. 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 0.25% less
than the bank's base (Prime) rate floating. At December 31, 1999, the
outstanding balance on this loan was $900,000 compared to $1,800,000 as
of December 31, 1998.
NOTE 5 - LONG-TERM DEBT
Long-term debt consists of the following:
December
31,
Rate 1999
1998
---------- ---------- -------
- ---
Real estate mortgage notes
Due 2000 9.984% 10,482
139,131
Norwest Bank Iowa, N.A.
Due 2006 - See Note 4 8.25% 3,125,000
3,700,000
Norwest Bank Iowa, N.A.
Due 2004 - See Note 4 8.25% 900,000
1,800,000
---------- -------
- ---
4,035,482
5,639,131
Less-Current principal maturities 10,482
418,254
---------- -------
- ---
4,025,000
5,220,877
==========
==========
Annual principal maturities over the next five years are as follows:
2000 2001 2002 2003
2004
------- ------- ------- ------- ----
- ---
Mortgage Note 10,482 - - -
- -
Norwest Bank - 125,000 600,000 600,000
600,000
Norwest Bank - - 300,000 300,000
300,000
NOTE 6 - REVENUE FROM MAJOR TENANTS
A Significant portion of the Company's lease revenues were derived from
three major tenants during 1999 and 1997 and two major tenants during 1998.
The following table shows the revenue and the percent of revenue to total
lease revenue derived from each of these major tenants for the three years
ended December 31, 1999:
1999 1998 1997
---- ---- ----
Industry Revenue % Revenue % Revenue %
Convenience stores 2,059,567 49.2 2,005,143 54.0 1,737,621 49.8
Garden centers - - - - 471,775 13.5
Restaurants 452,658 10.8 420,088 11.3 403,437 11.5
Supermarket 473,610 11.3 - - - -
--------- ---- --------- ---- --------- ----
2,985,835 71.3 2,425,231 65.3 2,612,833 74.8
========= ==== ========= ==== ========= ====
NOTE 7 - QUARTERLY OPERATING DATA (UNAUDITED)
The following is a summary of unaudited quarterly results of operations:
Quarter
First Second Third
Fourth
---------- ---------- ---------- --------
- --
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 81 cents $1.23 91
cents
1998
Revenues 1,032,111 942,310 939,312
970,285
Net Income 347,158 282,492 331,797
309,666
Per share 82 cents 67 cents 79 cents 72
cents
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
1,575,433 376,113 02/28/92 31 1/2
Econofoods,
Sioux Falls, SD 2,632,970 -0-
2,632,970 70,327 12/01/98 39
Garden Center
Metro Garden Center
Arlington, TX 1,520,000 1,700,000 -0-
1,700,000 362,083 04/01/93 31 1/2
Other Properties 1,133,536 20,233,320 871,636
21,104,956 9,205,825 1976/1999 15/39
---------- ----------- ---------- -------
- --- ----------
Totals $4,035,482 $26,020,290 $ 993,069
$27,013,359 $10,014,348
========== =========== ==========
=========== ==========
<captions>
NOTE TO SCHEDULE III
Real Estate
1999 1998 1997
Balance, Beginning of period $27,006,700 $23,045,531
$21,896,495
additions 657,019 3,961,169
1,227,923
----------- ----------- ----------
- -
27,663,719 27,006,700
23,124,418
Reductions 650,360 -0-
78,887
----------- ----------- ----------
- -
Balance, End of period $27,013,359 $27,006,700
$23,045,531
=========== ===========
===========
Accumulated Depreciation
Real Estate
1999 1998 1997
Balance, Beginning of period $ 9,787,130 $ 8,935,995 $
8,202,683
additions 871,411 851,135
805,296
----------- ----------- ----------
- -
10,658,541 9,787,130
9,007,979
Reductions 644,193 -0-
71,984
----------- ----------- ----------
- -
Balance, End of period $10,014,348 $ 9,787,130 $
8,935,995
=========== ===========
===========
SIGNATURE
Pursuant to the requirements of Rule 12B-15 of the Securities Exchange
Act of 1934, the Company has duly caused this amended report to be
signed on its behalf by the undersigned thereunto duly authorized.
___NATIONAL PROPERTIES CORPORATION___ (Registrant)
Date __2/23/01__ By _____/S/__Raymond_Di_Paglia_________
Raymond Di Paglia, President and Chief
Executive Officer