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 February 8, 2001, the Company entered into a new financing agreement with Wells Fargo Bank, N.A. that permits the Company to borrow at any time through April 30, 2002 (amended on April 12, 2001 to extend the maturity to April 30, 2003) 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) on the unused portion of the commitment.
In March 2001, the Company completed the purchase of a property in Franklin (Nashville) Tennessee at a cost of $4,208,000. The property is leased to Academy LTD, (a Texas limited partnership) a full-line sporting goods retailer on a net lease basis for a term of twenty years, that commenced December 1999, with four (4), five (5) year renewal options. The lease provides for annual rents of $386,386 during the first ten years and $425,025 during the last ten years of the initial lease term. Funds required for the purchase were drawn on the Company's bank credit line.
At the Company's annual meeting of stockholders held May 18, 2001, the Company declared a $0.15 per share dividend payable July 31, 2001, to stockholders of record June 30, 2001. The dividend amounted to $62,055.
In August 2001, the Company completed the purchase of a convenience store property located in Rocky Mount, North Carolina at a price of $1,612,000. The property was purchased and leased back to Gate Petroleum Company under a net lease arrangement for an initial term of twenty years with four (4) five (5) year renewal options. Annual rents range from $161,220 for the first five years to $185,403 for the last five years of the initial term. Funds required for the purchase were drawn on the Company's bank credit line.
On December 12, 2001, the Company completed a tax-free exchange of its GTech office building in Des Moines, Iowa, for a convenience store property located in Concord, North Carolina. The lease on the GTech property expired on August 31, 2001. The fair market value of the GTech property was $540,000 as determined by MAI appraisal. Upper Iowa University paid $270,000 in cash to the Company for the GTech property, with the remaining $270,000 in fair market value being gifted by the Company to Upper Iowa University. The Company paid $2,127,000 for the Concord convenience store property, with the additional funds required in the amount of $1,857,000 being drawn on the Company's bank credit line. For financial reporting purposes, the Company recognized a gain of $490,000 on the sale of the GTech property. See "Management's Discussion and Analysis of Financial Condition and results of Operations - - Results of Operations 2001 Compared to 2000 - Provisions for Income Tax" for a discussion of the treatment of this transaction for financial reporting and income tax purposes. The Concord convenience store property was immediately leased by the Company to its previous owner, Gate Petroleum Company, under a net lease arrangement for an initial term of twenty (20) years subject to four (4) renewal options, with each renewal option being for an additional five (5) years. Annual rents during the initial term will range from $212,724 for the first five (5) years to $244,632 for the last five (5) years of the initial term.
(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, North Carolina, Oklahoma, South Dakota, Tennessee 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, 2001, the Company owned 39 leased properties having an aggregate cost of $39,382,225. The rental income for 2001 on these leased properties amounted to $4,795,749. Eight of the properties are leased to three restaurant operators and account for 19.8% of rental income; two telephone service center buildings and one Goodyear Tire Service Center building account for 5.1% of rental income; eighteen QuikTrip, one Kum & Go, and two Gate Petroleum convenience store properties account for 49.1% of rental income; two nurseries (garden centers) account for 5.4%; four office buildings, a supermarket building and a retail sports building account for 19.3%; and other properties held for future development account for 1.3% of rental income.
As of December, 2001, the tenants of all 39 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, 2001, QuikTrip Corporation reported revenues of $2,929,000,000 and net income of $26,000,000.
Other Investments
The Company has a portion of its assets invested in marketable securities which had a market value of $1,438,706 as of December 31, 2001.
Employees
The Company currently employs 6 persons; 3 full-time employees and 3 part-time employees.
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 3,200 sq. ft. building leased for $4,300 per month, the lease expires July 1, 2002. 56,000 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 and lot was purchased in 1974. This building is rented for $1,500 per month, and the lease expires April 30, 2002.
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 2001 and 2000. N/A indicates prices were not available.
There was a cash dividend of fifteen cents a share paid in 2001. 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 600 stockholders of record as of March 1, 2002.
*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, 2001, the Company's primary sources of liquidity were $341,000 in cash; marketable securities with a market value of approximately $1,439,000; and a $4,750,000 remaining loan balance available on a revolving line of credit with a local bank. (See Note 6 of the Notes to Financial Statements). In addition, the Company owns unencumbered real estate having an aggregate depreciated cost of approximately $23,000,000. 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 2001, the Company reacquired 1,300 shares of its outstanding common stock at an average cost of $39.66. During the three years ended December 31, 2001, 5,543 shares were repurchased in the open market and negotiated transactions. The total cost of the reacquired shares amounted to $204,647; an average per share cost of $36.92.
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.
Item 8. Financial Statements and Supplementary Data.
Financial statements filed herewith:
Balance Sheets as of December 31, 2001 and December 31, 2000.
Statements of Income and Comprehensive Income for the years ended December 31, 2001, December 31, 2000 and December 31, 1999.
Statements of Stockholders' Equity for the years ended December 31, 2001, December 31, 2000 and December 31, 1999.
Statements of Cash Flows for the years ended December 31, 2001, December 31, 2000 and December 31, 1999.
Notes to Financial Statements.
Accountant's Report.
Item 9.
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 2002 annual meeting of stockholders and will be filed with the Commission not later than 120 days after December 31, 2001.
PART IV
Item 14.
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, 2001. Note to schedule III as of December 31, 2001 and 2000. All other Schedules are omitted because they are inapplicable or not required. (b) The Company filed no report on Form 8-K during the last quarter of 2001.
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 __3/15/02__ By _____/S/__Raymond_Di_Paglia_________ Raymond Di Paglia, President and Chief Executive Officer
Date __3/15/02__ 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 __3/15/02__ By _____/S/__William_D._Buzard________ William D. Buzard
Date __3/15/02__ By _____/S/__Raymond_Di_Paglia________ Raymond Di Paglia
Date __3/15/02__ By _____/S/__Kristine_M._Fasano_______ Kristine M. Fasano
Date __3/15/02__ 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, 2001 and 2000 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, 2001. 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 auditing standards generally accepted in the United States of America. 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, 2001 and 2000, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America.
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 7, 2002 West Des Moines, Iowa
1501 - 42nd Street, Suite 130, West Des Moines, IA 50266-3500, Phone (515) 223-0221 Fax: (515) 223-1030
See Notes to Financial Statements
See Notes to Financial Statements
See Notes to Financial Statements
See Notes to Financial Statements
NOTES TO FINANCIAL STATEMENTS SUMMARY OF ACCOUNTING POLICIES
The Company: National Properties Corporation is a 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, North Carolina, Oklahoma, South Dakota, Tennessee, 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.
Exchange of Nonmonetary Assets: Real estate investments acquired or developed by the Company are not held for resale, but are held as productive assets. When the Company disposes of a property, it will generally exchange that property for another productive property. The Company accounts for these nonmonetary transactions in accordance with Accounting Principal Boards Opinion #29 "Accounting for Nonmonetary Transaction", by recording the property received in the exchange at the recorded amount of the property surrendered. Therefore, no gain or loss is recognized on the disposed property.
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 2001 and 2000, 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 of 413,560 in 2001; 414,743 in 2000 and 417,437 in 1999.
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 $35,547 in 2001, $33,508 in 2000 and $31,625 in 1999.
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.
Reclassifications: Certain prior amounts have been reclassified to conform to the current year presentation.
Recent Accounting Pronouncements: In August 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 144, "Accounting for the Impairment of disposal of Long-Lived Assets", which supersedes previous guidance on financial accounting and reporting for the impairment or disposal of long-lived assets and for segments of a business to be disposed of. Adoption of SFAS 144 is required beginning in 2002. Management does not expect the adoption of SFAS 144 to have a significant impact on the Company's financial position or results of operations. However, future impairment reviews may result in charges against earnings to write down the value of long-lived assets.
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 revenue. 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 operations, financial position or cash flows.
NOTE 1 - MORTGAGE RECEIVABLE
The Company holds a mortgage note dated June 15, 2000 in the original amount of $350,000 from Mike's Garden Centers, 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 mortgagor is making monthly payments of $4,918 which includes interest at 10%, in addition to the principal payments required under the note. The outstanding balance on the mortgage note at December 31, 2001 was $155,978.
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 2021. Contingent rentals based on sales overages amounted to $92,618 in 2001; $143,864 in 2000; and $115,479 in 1999. The following is a schedule of future minimum rentals at December 31, 2001, not including renewal options and contingent rentals.
NOTE 3 - INCOME TAXES
NOTE 4 - MARKETABLE SECURITIES
The Company's marketable securities consist of equity securities and were carried at fair market value. At December 31, 2001, marketable securities available-for-sale had an aggregate market value of $1,438,706 and a cost of $618,036 resulting in a gross unrealized gain of $820,670. At December 31, 2000, marketable securities had an aggregate market value of $2,016,664 and a cost of $696,966 for a gross unrealized gain of $1,319,698. 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 $121,701, $9,931 and $280,051 on the sale of marketable securities during 2001, 2000 and 1999 respectively and no realized losses. Gains on sales were based on the cost of the securities using the specific identification method.
NOTE 5 - NOTES PAYABLE - BANK
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 several years was created to facilitate the Company's real estate acquisitions. Borrowings 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.
NOTE 6 - LONG-TERM DEBT
The Company has a revolving credit agreement dated February 8, 2001, with Wells Fargo Bank, N.A. The new credit facility which replaced the three credit lines the Company had with Wells Fargo Bank, permits the Company to borrow up to $15,000,000. At December 31, 2001, $10,250,000 was outstanding under the agreement which was used to fund property acquisitions. The revolving period of the agreement provides for annual extensions each April 30th at the mutual agreement of the bank and the Company. It is the Company's intention to request an extension of the revolving period, as provided by the agreement. Advances under the credit facility bear interest at 0.75% below the bank's base rate. At December 31, 2001, the outstanding balance accrued interest at 4.00%. In addition, the agreement requires the Company to pay an annual commitment fee of 1/8 of 1% (payable quarterly) on the unused portion of the line of credit commitment. The credit agreement contains various covenants, including limitations on additional borrowings and maintaining a minimum free cash flow as defined in the agreement of $1,800,000 per year measured as of the end of each fiscal quarter on an annualized basis. The line of credit is secured by first mortgages on ten properties that had a net book value of $6,219,000 at December 31, 2001.
As of December 31, 2000, the Company had a $6,000,000 10-year, revolving credit line with Wells Fargo Bank 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 0.50% 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 of December 31, 2000, the Company had a $3,000,000 10-year revolving loan with Wells Fargo Bank 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 0.50% less than the bank's base (Prime) rate floating. At December 31, 2000, the outstanding balance on this loan was $500,000.
NOTE 7 - REVENUE FROM MAJOR TENANTS
Lease revenue from three major tenants was $3,175,942, $3,222,087 and $2,985,835 for the years ended December 31, 2001, 2000 and 1999 respectively, representing approximately 66% of total rental income for 2001, 74% for 2000, and 71% for 1999. Rents from these major tenants by industry were as follows: