<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarter period ended March 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file number 0-13754
NOONEY REALTY TRUST, INC.
- -------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Missouri 43-1339136
- ------------------------------------------- ----------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7701 Forsyth Boulevard, St. Louis, Missouri 63105
- ------------------------------------------- ----------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314) 863-7700
Former name, former address and former fiscal year, if changed since last
report.
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 .
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12,13, or 15 (d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes ___ No ___
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the issuer's classes of common stock, as of the latest
practicable date. As of March 31, 1991 there were 866,624 shares of the
Registrant's common stock, par value $1 per share, issued and outstanding.
Page 1 of 12 Pages
<PAGE> 2
PART I
Item 1 - Financial Statements:
<TABLE>
NOONEY REALTY TRUST, INC.
-------------------------
(A REAL ESTATE INVESTMENT TRUST)
--------------------------------
BALANCE SHEETS
--------------
<CAPTION>
March 31, December 31,
1995 1994
------------ ------------
(UNAUDITED)
<S> <C> <C>
ASSETS:
Cash and short-term investments $ 487,203 $ 601,604
Accounts receivable 219,970 277,065
Prepaid and deferred expenses 100,816 36,609
Investment property, at cost:
Land and improvements 2,568,955 2,568,955
Buildings 17,462,246 17,381,201
------------ ------------
20,031,201 19,950,156
Less accumulated depreciation 4,883,553 4,730,872
------------ ------------
15,147,648 15,219,284
Deferred expenses-at amortized cost 394,841 369,506
------------ ------------
$16,350,478 $16,504,068
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY:
Liabilities:
Accounts payable and accrued expenses $ 330,086 $ 372,132
Mortgage notes payable 4,969,699 4,988,006
Refundable tenant deposits 45,004 45,004
------------ ------------
Total liabilities 5,344,789 5,405,142
Shareholders' Equity:
Common Stock, $1 par value; Authorized,
5,000,000 shares; Issued and outstanding,
866,624 in 1995 and 1994 866,624 866,624
Additional paid-in capital 14,252,532 14,252,532
Distributions in excess of net income (4,113,467) (4,020,230)
------------ ------------
11,005,689 11,098,926
------------ ------------
$16,350,478 $16,504,068
============ ============
</TABLE>
<PAGE> 3
<TABLE>
NOONEY REAL REALTY TRUST, INC.
------------------------------
(A REAL ESTATE INVESTMENT TRUST)
--------------------------------
STATEMENTS OF OPERATIONS
------------------------
(UNAUDITED)
-----------
<CAPTION>
Three Months Ended
--------------------------
March 31, March 31,
1995 1994
------------ ------------
<S> <C> <C>
REVENUES:
Rental and other income $696,722 $693,336
Interest 1,114 1,615
------------ ------------
697,836 694,951
EXPENSES:
Interest 104,621 114,911
Depreciation and amortization 179,599 181,027
Real estate taxes 127,122 127,246
Advisory Fee 28,962 28,520
Property management fees paid to
Nooney Krombach Company 25,924 25,857
Operating expenses 194,851 195,241
------------ ------------
661,079 672,802
------------ ------------
EARNINGS FROM OPERATIONS $ 36,757 $ 22,149
============ ============
EARNINGS PER SHARE $ 0.04 $ 0.03
============ ============
</TABLE>
<PAGE> 4
<TABLE>
NOONEY REALTY TRUST, INC.
-------------------------
(A REAL ESTATE INVESTMENT TRUST)
--------------------------------
STATEMENT OF SHAREHOLDERS' EQUITY
---------------------------------
THREE MONTHS ENDED MARCH 31, 1995
---------------------------------
(UNAUDITED)
-----------
<CAPTION>
COMMON STOCK
--------------------------
ADDITIONAL DISTRIBUTION
NUMBER OF PAID-IN IN EXCESS OF
SHARES AMOUNT CAPITAL NET INCOME
- ----------------------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Balance, January 1, 1995 866,624 $866,624 $14,252,532 $(4,020,230)
Earnings from Operations 36,757
Distributions to Shareholders (129,994)
------------ ------------ ------------ ------------
Balance, March 31, 1995 866,624 $866,624 $14,252,532 $(4,113,467)
============ ============ ============ ============
</TABLE>
<PAGE> 5
<TABLE>
NOONEY REALTY TRUST, INC.
-------------------------
(A REAL ESTATE INVESTMENT TRUST)
--------------------------------
STATEMENTS OF CASH FLOWS
------------------------
(UNAUDITED)
-----------
<CAPTION>
Three Months Ended
--------------------------
March 31, March 31,
1995 1994
------------ ------------
<S> <C> <C>
CASH FLOWS USED IN OPERATING ACTIVITIES:
Earnings from operations $ 36,757 $ 22,149
Adjustments to reconcile earnings from operations to net cash used in
operating activities:
Depreciation and amortization 179,599 181,027
Changes in assets and liabilities:
Decrease (Increase) in accounts receivable 57,095 (38,540)
(Increase) in prepaid expenses (64,207) (26,850)
(Increase) in deferred assets (52,253) (66,309)
(Decrease) in accounts payable and accrued expenses (42,046) (11,945)
(Decrease) in refundable tenant deposits -0- (500)
------------ ------------
Total Adjustments 78,188 36,883
------------ ------------
Net cash provided by operating activities 114,945 59,032
CASH FLOWS USED IN INVESTING ACTIVITIES
Adjustments to investment property (81,045) (6,866)
------------ ------------
Net cash used in investing activities (81,045) (6,866)
CASH FLOWS USED IN FINANCING ACTIVITIES:
Cash distributions to shareholders (129,994) (86,992)
Payments on mortgage notes payable (18,307) (12,460)
------------ ------------
Net cash used in financing activities (148,301) (99,452)
------------ ------------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS (114,401) (47,286)
------------ ------------
CASH AND CASH EQUIVALENTS
Beginning of period 601,604 672,563
------------ ------------
CASH AND CASH EQUIVALENTS
End of period $487,203 $625,277
============ ============
</TABLE>
<PAGE> 6
NOONEY REALTY TRUST, INC.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 1995, AND 1994
NOTE A:
Refer to the Registrant's financial statements for the year ended December 31,
1993, which are contained in the Registrant's Annual Report on Form 10-K, for a
description of the accounting policies which have been continued without
change. Also, refer to the footnotes to those statements for additional
details of the Registrant's financial condition. The details in those notes
have not changed except as a result of normal transactions in the interim or as
noted below.
NOTE B:
In the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position,
results of operations and cash flows at March 31, 1995 and for all periods
presented have been made.
NOTE C:
The Registrant has employed Nooney Advisors, Ltd., a Missouri limited
partnership, to serve as the Registrant's investment and financial counselor
and to supervise the day-to-day operations of the Registrant. Certain General
Partners of Nooney Advisors, Ltd. are also officers and directors of the
Registrant. Advisory fees of $28,962 were paid to Nooney Advisors, Ltd. for
the three months ended March 31, 1995. Advisory fees of $28,520 were paid to
Nooney Advisors, Ltd. for the three months ended March 31, 1994.
The Registrant's properties are managed by Nooney Krombach Company, a wholly
owned subsidiary of Nooney Company. Certain officers and directors of the
Registrant are also officers and directors of Nooney Company or one of its
subsidiaries.
NOTE D:
The earnings per share for the three months ended March 31, 1995 and 1994 has
been computed based on 866,624 shares, the number outstanding during the
periods.
<PAGE> 7
ITEM: 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Liquidity and Capital Resources
- -------------------------------
The Trust's cash reserves at March 31, 1995 were lower than the previous
year-end due to higher capital expenditures related to leasing, slightly offset
by higher cash flow from operations. The Trust anticipates that it will have
ample cash reserves to cover capital expenditures during 1995 and the following
two years.
At Franklin Park, a major lease of approximately 90,000 square feet expired
in December 1994. The Trust successfully negotiated with this tenant to renew
its lease for a 5-year term at a 9% increase in rent over the term of the
lease. During the first quarter of 1995, $130,000 of capital for tenant
alterations and lease commissions were funded from cash reserves and
operations.
As a result of the renewal and extension of the mortgage loan, the renewal
of a major tenant at Franklin Park and the re-leasing of the vacated space at
Atrium at Alpha, during 1994, the Trust increased its regular quarterly
dividend from $.10 to $.15, which represents a 50% increase. The Trust
declared a dividend of $.15 per share for first quarter 1995 operations.
The Trust expects to have adequate cash from reserves and operations to
cover capital expenditures. Structural repairs of $100,000 at Franklin Park
are expected during 1995. Atrium at Alpha is expected to incur leasing-related
capital expenditures and other capital expenditures related to common area
renovation. Capital expenditures at the Applied Communications Building are
expected to be minimal.
<PAGE> 8
Results of Operations
- ---------------------
During the quarters ended March 31, 1995, 1994 and 1993 the Trust's
properties cash flows were as follows:
<TABLE>
Franklin Park Applied Atrium At
Distr. Center Comm. Bldg. Alpha
------------- ------------- -------------
<S> <C> <C> <C>
1995
- ----
Net Operating Cash Income <F1> $ 64,000 $ 46,000 $ 86,000
Capital Expenditures (-0-) (-0-) (-0-)
Tenant Alterations (75,000) (-0-) (6,000)
Lease Commissions (55,000) (-0-) (-0-)
----------- ----------- -----------
Net Cash Flow $ (66,000) $ 46,000 $ 80,000
=========== =========== ===========
1994
- ----
Net Operating Cash Income <F1> $ 60,000 $ 28,000 $ 99,000
Capital Expenditures (-0-) (-0-) (-0-)
Tenant Alterations (-0-) (-0-) (7,000)
Lease Commissions (-0-) (-0-) (27,000)
----------- ----------- -----------
Net Cash Flow $ 60,000 $ 28,000 $ 65,000
=========== =========== ===========
1993
- ----
Net Operating Cash Income <F1> $ 53,000 $ 27,000 $ 111,000
Capital Expenditures (-0-) (-0-) (-0-)
Tenant Alterations (-0-) (-0-) (-0-)
Lease Commissions (-0-) (140,000) (7,000)
----------- ----------- -----------
Net Cash Flow $ 53,000 $ (113,000) $ 104,000
=========== =========== ===========
- ---------------
<FN>
<F1> Net Operating Cash Income represents Rental Revenue less Operating
Expenses, excluding depreciation and amortization, less Debt Service.
</TABLE>
<PAGE> 9
Expected Remaining 1995 Capital Expenditures:
- ---------------------------------------------
<TABLE>
<CAPTION>
Structural Leasing Other
Repairs Capital Capital Total
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Atrium/Alpha $ -0- $ 49,000 $ 51,000 $100,000
Franklin Park 100,000 -0- -0- 100,000
A.C.I. Bldg. -0- -0- -0- -0-
------------ ------------ ------------ ------------
$100,000 $ 49,000 $ 51,000 $200,000
============ ============ ============ ============
</TABLE>
During the remainder of 1995, approximately $49,000 of capital expenditures
is expected related to leasing at the Atrium at Alpha Business Center in
addition to approximately $51,000 for other capital expenditures. At Franklin
Park, $100,000 for capital expenditures related to structural repairs is
expected. Leasing capital expenditures of $130,000, at Franklin Park, related
to the renewal of one of its major tenants, were paid in the first quarter of
1995. The Trust expects minimal capital expenditures necessary to keep the
properties in good condition other than previously noted.
The occupancy levels at the Trust's properties are listed below:
<TABLE>
<CAPTION>
Occupancy levels at March 31,
PROPERTY 1995 1994 1993
------------ ------------ ------------
<S> <C> <C> <C>
Franklin Park Distr. Center 100% 100% 100%
Applied Communications 100% 100% 100%
Atrium at Alpha 94% 89% 87%
</TABLE>
During the first quarter of 1995, there was no leasing activity at the
Atrium at Alpha Business Center. The property has two major tenants which
lease 23% and 15% of the space with leases expiring in 1999 and 1996,
respectively.
At Franklin Park Distribution Center, a major tenant's lease was renewed.
This tenant occupies 91,855 square feet which comprises 57% of the property.
The new lease increased in rental rate by 9%, and expires in 1999. The other
major tenant occupies 43% of the building with a lease expiring in June 1998.
The Applied Communications, Inc. Building has a single tenant who leases
the entire building with a lease expiring in August 1999.
<PAGE> 10
1995 Comparisons
- ----------------
The Trust had gross revenues of $697,836 for the quarter ended March 31,
1995. The Trust generated net income of $36,757 or $.04 per share, for the
quarter ended March 31, 1995. Funds from operation, which represents net
income (computed in accordance with generally accepted accounting principles),
plus depreciation and amortization, was $216,356 or $.25 per share. In
addition, principal payments on notes payable were $18,307. Total dividends
paid during the quarter amounted to $129,994 or $.15 per share.
Total revenues, for the quarter ended March 31, 1995, remained relatively
flat when compared to the previous year's quarter. Revenues at Atrium at Alpha
decreased primarily due to higher operating expense recoveries in 1994 from a
major tenant's lease that expired in May 1994. Partially offsetting this
decrease in revenues were higher rental revenue due to higher occupancy at
Atrium at Alpha. Rental revenues were higher at the ACI Building due to its
major tenant which has an annual 3% increase in base rent. Franklin Park had
an increase in revenue due to the renewal, at a higher rental rate, of one of
its major tenants.
Total expenses decreased slightly when compared to the previous year's
quarter primarily due to lower interest expense as a result of the refinancing
of the mortgage debt in the fourth quarter of 1994.
1994 Comparisons
- ----------------
The Trust had gross revenues of $694,951 for the quarter ended March 31,
1994. The Trust generated net income of $22,149 or $.03 per share, for the
quarter ended March 31, 1994. Funds from operations, which represents net
income (computed in accordance with generally accepted accounting principles),
plus depreciation and amortization, was $203,176 or $.23 per share. In
addition, principal payments on notes payable were $12,460. Total dividends
paid during the quarter amounted to $173,984 or $.20 per share. Half of this
dividend was accrued as a bonus dividend at December 31, 1993.
Total revenues for the quarter ended March 31, 1994 increased 1% compared
to the first quarter of 1993 primarily due to the major tenant at the Applied
Communications Building who has an annual 3% increase in base rent.
Total expenses for the quarter ended March 31, 1994 increased due to higher
depreciation and amortization charges resulting from capital improvements and
tenant alterations as well as higher taxes due to an accounting adjustment in
the prior year.
<PAGE> 11
1993 Comparisons
- ----------------
The Trust had gross revenues of $686,395 for the quarter ended March 31,
1993. The Trust generated net income of $37,100 or $.04 per share, for the
quarter ended March 31, 1993. Funds from operations, which represents net
income (computed in accordance with GAAP), plus depreciation and amortization,
was $210,595 or $.24 per share. Total dividends paid during the quarter
amounted to $86,662 or $.10 per share.
Total revenues for the quarter decreased 3% compared to the first quarter
of 1992 primarily due to revenues at the Applied Communications Building due to
the renewal of the single tenant described above. Revenues at the Atrium Alpha
Business Center increased due to higher occupancy. Revenues at Franklin Park
remained flat.
Total operating expenses decreased 1% as a result of lower real estate
taxes at Atrium Alpha Business Center offset by higher utility and maintenance
expenses at the Applied Communications Building and higher real estate taxes at
Franklin Park.
Inflation
- ---------
The effects of inflation did not have a material impact upon the Trust's
operation in fiscal 1994 and are not expected to have a material impact in
1995.
<PAGE> 12
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27, Financial Data Schedule (provided for the information of
the Securities and Exchange Commission only)
(b) Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NOONEY REALTY TRUST, INC.
Dated: May 15, 1995 By: /S/ GREGORY J. NOONEY, JR.
---------------------------------
Gregory J. Nooney, Jr.
Chief Executive Officer
/S/ DENNIS K. QUICK
---------------------------------
Dennis K. Quick
Chief Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS FOR NOONEY REALTY TRUST, INC. AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000748580
<NAME> NOONEY REALTY TRUST, INC.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 487,203
<SECURITIES> 0
<RECEIVABLES> 219,970
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 707,173
<PP&E> 20,031,201
<DEPRECIATION> 4,883,553
<TOTAL-ASSETS> 16,350,478
<CURRENT-LIABILITIES> 375,090
<BONDS> 4,969,699
<COMMON> 866,624
0
0
<OTHER-SE> 10,139,065
<TOTAL-LIABILITY-AND-EQUITY> 16,350,478
<SALES> 697,836
<TOTAL-REVENUES> 697,836
<CGS> 556,458
<TOTAL-COSTS> 556,458
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 104,621
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 365,757
<EPS-PRIMARY> .04
<EPS-DILUTED> 0
</TABLE>
