<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
-----------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
---------------------- ----------------------
Commission file number 0-13754
NOONEY REALTY TRUST, INC.
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(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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314) 863-7700
----------------------------
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
- ------------------------------------ -----------------------------------------
None Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
Common Stock - $1.00 Par Value
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(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 [ ].
<PAGE> 2
[ ] Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.
As of February 1, 1996, the aggregate market value of the Registrant's
common stock held by non-affiliates of the Registrant was $6,582,408.
As of February 1, 1996, there were 866,624 shares of the Registrant's
common stock, par value $1 per share, issued and outstanding.
Documents incorporated by reference:
(1) Portions of the Registrant's 1995 Annual Report to Shareholders are
incorporated by reference in Parts I & II of this Annual Report on Form 10-K.
(2) Portions of the Registrant's 1996 Notice of Annual Meeting of Shareholders
and Proxy Statement to be filed with the Commission within 120 days of the
Registrant's fiscal year-end are incorporated by reference in Part III of this
Annual Report on Form 10-K.
<PAGE> 3
PART I
------
ITEM 1: BUSINESS
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Nooney Realty Trust, Inc. (the "Registrant") is a corporation formed under The
General and Business Corporation Law of Missouri on June 14, 1984, to make
equity investments in income-producing real properties, primarily commercial
and light industrial properties. The Registrant has invested in three real
property investments as set forth in Item 2 below. The Registrant's primary
investment objectives are to preserve and protect Shareholders' capital,
provide the maximum possible cash distributions to Shareholders and provide for
capital growth through appreciation in property values. Since 1985 the
Registrant has qualified as a real estate investment trust ("REIT") under the
Internal Revenue Code. It was management's original objective to sell or
refinance the Registrant's properties approximately eight to twelve years after
their acquisition. The depression of real estate values experienced nationwide
from 1988 to 1993 lengthened this time frame in order to achieve the goal of
capital appreciation.
The real estate investment market began to improve in 1994, continued this
improvement in 1995, and is expected to further continue its improvement over
the next several years. Management believes this trend should increase the
value of the Trust's properties in the future. As a result, the Board of
Directors has again determined that it is premature to consider selling the
properties and liquidating the Trust at this time. This policy is carefully
reviewed by management and the Board of Directors on a quarterly basis along
with any proposals or opportunities that are presented to expand or merge the
Trust.
The Registrant will continue to discuss possibilities for expansion with any
interested parties in 1996, however, until a proposal is received which
management and the Board of Directors considers beneficial to the shareholders,
management will continue to manage the properties aggressively to produce the
maximum cash flow possible.
The Registrant is intended to be self-liquidating and the proceeds from the
sale or refinancing of the Registrant's real property investments will not be
invested in new properties but will be distributed to the Shareholders or, at
the discretion of management, applied to capital improvements to, or the
payment of indebtedness with respect to, existing properties, other expenses or
the establishment of reserves.
The business in which the Registrant is engaged is highly competitive. The
Registrant's investment properties are located in or near major urban areas and
are subject to competition from other similar types of properties in such
areas. The Registrant competes for tenants for its properties with numerous
other real estate investment trusts, as well as with individuals, corporations,
real estate limited partnerships and other entities engaged in real estate
investment activities. Such competition is based on such factors as location,
rent schedules and services and amenities provided.
The Registrant has retained Nooney Advisors Ltd., L.P. (the "Advisor"), 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. Property management services for the Registrant's investment
properties are provided by "independent contractors" (as defined in the
Internal Revenue Code and regulations promulgated thereunder), which
<PAGE> 4
independent contractors include Nooney Krombach Company, an affiliate of the
Advisor. The Registrant has no employees. The Registrant's executive officers
are listed under a separate Item below.
ITEM 2: PROPERTIES
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On March 28, 1985, the Registrant purchased The Atrium at Alpha Business Center
("The Atrium"), an office building located at 2626 East 82nd Street in
Bloomington, Minnesota, a suburb of Minneapolis. The Atrium contains
approximately 89,000 net rentable square feet and is located, along with a
parking lot that will accommodate 336 cars, on a 4.2 acre site. The purchase
price of The Atrium was $8,393,716. The Atrium was 99% leased by 27 tenants at
year-end.
On January 22, 1986, the Registrant purchased the Applied Communications, Inc.
Building (the "ACI Building"), an office building located at 330 South 108th
Avenue in Omaha, Nebraska. The ACI Building contains approximately 70,000 net
rentable square feet and is located on a 7.59 acre site which provides paved
parking for 400 cars. The building is 100% leased by a single tenant, Applied
Communications, Inc. The purchase price of the ACI Building was $6,401,008.
On December 16, 1986, the Registrant purchased the Franklin Park Distribution
Center ("Franklin Park"), a warehouse and distribution facility located at 3431
N. Powell Avenue in Franklin Park, Illinois, a suburb west of Chicago.
Franklin Park contains approximately 162,000 net rentable square feet and is
located on a 5 acre site which provides parking for 100 cars. The purchase
price of Franklin Park was $4,301,494. Franklin Park was 100% leased by 2
tenants at year-end.
Reference is made to Note 3 of Notes to Financial Statements incorporated by
reference to the Registrant's 1995 Annual Report to Shareholders under the
heading "Financial Statements and Notes" for a description of the mortgage
indebtedness secured by the Registrant's real property investments. Reference
is also made to Note 6 of Notes to Financial Statements for a discussion of
revenues derived from major tenants.
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The following table sets forth certain information as of December 31, 1995,
relating to the properties owned by the Registrant.
<TABLE>
<CAPTION>
AVERAGE
ANNUALIZED
EFFECTIVE
TOTAL BASE RENT PRINCIPAL TENANTS
SQUARE ANNUALIZED PER SQUARE PERCENT OVER 10% OF PROPERTY LEASE
PROPERTY FEET BASE RENT FOOT LEASED SQUARE FOOTAGE EXPIRATION
- -------------------------- ------- ---------- ---------- ------- -------------------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Atrium At Alpha Business
Center 89,000 $1,075,000 $12.38 98% Case Corp. (23%) 1999
Travel Realty Corp. (18%) 1996
Applied Communications
Inc. Building 70,000 $ 882,000 $12.60 100% Applied Communications,
Inc. (100%) 1999
Franklin Park Distribution
Center 162,000 $ 493,305 $ 3.04 100% Household Finance (57%) 1999
Golden Dipt Co. (43%) 1998
</TABLE>
ITEM 3: LEGAL PROCEEDINGS
- --------------------------
The Registrant is not a party to any material pending legal proceedings.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
There were no matters submitted to a vote of Shareholders during the fourth
quarter of fiscal 1995.
<PAGE> 6
EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------
The following table sets forth certain information with respect to the
executive officers of the Registrant. These officers have been elected to
terms which expire on May 13, 1996:
Has served as
Name Position Age officer since
- -------------------------- ------------------------------- --- -------------
Gregory J. Nooney, Jr. (1) Chairman of the Board 65 1984
and Chief Executive Officer
Patricia A. Nooney (1) President, Secretary and 39 1990
Treasurer
Dale W. Brouk Chief Financial Officer 33 1995
- ---------------
(1) Patricia A. Nooney is the daughter of Gregory J. Nooney, Jr.
Gregory J. Nooney, Jr. has served as Chairman of the Board and Chief Executive
Officer of Nooney Company since May 1983. Mr. Nooney joined Nooney Company in
1954 and served as President from 1969 to May 1983. Nooney Company, which was
founded in 1945, is a diversified real estate investment management company.
During 1993 Lindbergh Boulevard Partners, L.P. filed a voluntary petition under
Chapter 11 of the United States Bankruptcy Code. Gregory J. Nooney is the
general partner of Nooney Ltd. II, L.P, which in turn is the general partner of
Nooney Development Partners, L.P., which in turn is the general partner of
Nooney-Hazelwood Associates, L.P. which is the general partner of Lindbergh
Boulevard Partners, L.P. Lindbergh Boulevard Partners, L.P. emerged from
bankruptcy on May 17, 1994, when its Plan of Reorganization was confirmed.
Patricia A. Nooney is Senior Vice President and Chief Financial Officer of
Nooney Krombach Company, a wholly-owned subsidiary of Nooney Company. Ms.
Nooney joined Nooney Company in 1981 and has served as an officer since 1985.
Dale W. Brouk is Controller of Nooney Krombach Company, a wholly-owned
subsidiary of Nooney Company. Mr. Brouk joined Nooney Krombach Company as
Controller in 1995. Mr. Brouk is a certified public accountant, and prior to
joining Nooney Krombach Company, Mr. Brouk was employed by The Forsyth Group, a
real estate management and development company, since May 1990.
PART II
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ITEM 5: MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
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The information required by Item 201 of Regulation S-K is incorporated by
reference to the Registrant's 1995 Annual Report to Shareholders under the
headings "Market Information" and "Dividends".
<PAGE> 7
ITEM 6: SELECTED FINANCIAL DATA
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The information required by Item 301 of Regulation S-K is incorporated by
reference to the Registrant's 1995 Annual Report to Shareholders under the
heading "Financial Highlights".
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
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The information required by Item 303 of Regulation S-K is incorporated by
reference to the Registrant's 1995 Annual Report to Shareholders under the
heading "Management's Discussion and Analysis of Financial Condition and
Results of Operations".
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ----------------------------------------------------
The financial statements of the Registrant are incorporated by reference to the
Registrant's 1995 Annual Report to Shareholders. Financial Statement Schedules
are filed herewith as Exhibit 99.1 and are incorporated herein by reference.
The supplementary financial information specified by Item 302 of Regulation S-K
is not applicable.
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
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None
PART III
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ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
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The information required by Item 401 and Item 405 of Regulation S-K regarding
nominees and directors is incorporated by reference to the Registrant's 1996
Notice of Annual Meeting of Shareholders and Proxy Statement (the "1996 Proxy
Statement") under the heading "Election of Directors". Information regarding
executive officers is set forth in Part I of this report.
ITEM 11: EXECUTIVE COMPENSATION
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The information required by Item 402 of Regulation S-K is incorporated by
reference to the Registrant's 1996 Proxy Statement under the heading "Executive
Compensation".
<PAGE> 8
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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The information required by Item 403 of Regulation S-K is incorporated by
reference to the Registrant's 1996 Proxy Statement under the heading "Security
Ownership of Certain Beneficial Owners and Management".
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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The information required by Item 404 of Regulation S-K is incorporated by
reference to the Registrant's 1996 Proxy Statement under the heading "Certain
Business Relationships".
PART IV
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ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
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(a) The following documents are filed as a part of this report:
1. Financial Statements:
The financial statements of the Registrant are incorporated by
reference to the Registrant's 1995 Annual Report to Shareholders.
2. Financial Statement Schedules (filed herewith as Exhibit 99.1):
Independent Auditors' Report on Financial Statement Schedule
Schedule III - Real Estate and Accumulated Depreciation
All other schedules are omitted because they are
inapplicable or not required under the instructions.
3. Exhibits:
See Exhibit Index on Page 10.
(b) Reports on Form 8-K:
During the last quarter of the period covered by this report, the
Registrant filed no reports on Form 8-K.
(c) Exhibits:
See Exhibit Index on Page 10.
(d) Not Applicable.
<PAGE> 9
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: March 30, 1996 By: /s/ Gregory J. Nooney, Jr.
-------------------------------------
Gregory J. Nooney, Jr.
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on March 30, 1996, by the following persons on
behalf of the Registrant and in the capacities indicated.
/s/ Gregory J. Nooney, Jr.
-----------------------------------------
Gregory J. Nooney, Jr.
Chief Executive Officer and Director
/s/ Patricia A. Nooney
-----------------------------------------
Patricia A. Nooney
President, Secretary, Treasurer and
Director
/s/ Dale W. Brouk
-----------------------------------------
Dale W. Brouk
Principal Financial & Accounting Officer
/s/ Gene K. Beare
-----------------------------------------
Gene K. Beare
Director
/s/ Bruce P. Hayden
-----------------------------------------
Bruce P. Hayden
Director
/s/ James P. Ingram
-----------------------------------------
James P. Ingram
Director
/s/ Robert E. Kresko
-----------------------------------------
Robert E. Kresko
Director
/s/ R. Michael O'Brien, Jr.
-----------------------------------------
R. Michael O'Brien, Jr.
Director
<PAGE> 10
EXHIBIT INDEX
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Exhibit Number Description
- -------------- --------------------------------------------------------------
3.1 Articles of Incorporation dated June 12, 1984, are
incorporated by reference to Exhibit 3(a) to the Registration
Statement on Form S-11 under the Securities Act of 1933
(File No. 2-91851).
3.2 Bylaws of the Registrant, as amended, are incorporated by
reference to Exhibit 3.2 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1987, as
filed pursuant to Rule 13a-1 under The Securities Exchange Act
of 1934 (File no. 0-13754).
10.1 Advisory Agreement between Nooney Advisors Ltd., L.P. and the
Registrant is incorporated by reference to Exhibit 10(a) to
Amendment No. 2 to the Registration Statement on Form S-11
under the Securities Act of 1933 (File No. 2-91851).
10.2 Dividend Reinvestment Agreement between Boatmen's Trust
Company and the Registrant is incorporated by reference to
Exhibit 10(d) to Amendment No. 1 to the Registration Statement
on Form S-11 under the Securities Act of 1933 (File No.
2-91851).
10.3 Dividend Reinvestment Plan is incorporated by reference to
pages A-1 - A-3 of the Prospectus of the Registrant dated
September 25, 1984, as supplemented and filed pursuant to Rule
424(c) under the Securities Act of 1933 (File No. 2-91851).
10.4 Management Contract between the Registrant and Nooney
Management Company (now Nooney Krombach Company) dated
March 28, 1985, is incorporated by reference to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1985, as filed pursuant to Rule 13a-1 under
the Securities Exchange Act of 1934 (File No. 0-13754).
13 1995 Annual Report to Shareholders. Except for those portions
expressly incorporated by reference in this Form 10-K, the
1995 Annual Report to Shareholders is furnished for the
information of the Commission and is not to be deemed "filed"
as part of this Form 10-K.
27 Financial Data Schedule (provided for the information of the
Securities and Exchange Commission only)
99.1 Financial Statement Schedules.
<PAGE> 1
=======================================
NOONEY
---------------------------------------
REALTY
---------------------------------------
TRUST
=======================================
A Real Estate Investment Trust
1995
ANNUAL
REPORT
<PAGE> 2
[LOGO]
NOONEY REALTY TRUST, INC.
1995 ANNUAL REPORT
Contents Page
- -------- ----
Financial ............................................................. Inside
Front Cover
The Trust
....................................................................... 1
Market Information .................................................... 1
Dividends ............................................................. 1
Letter to Shareholders ................................................ 2
Management's Discussion and Analysis of Financial Condition and Results
of Operations ....................................................... 3
Financial Statements and Notes ........................................ 7
Directors and Officers ................................................ 15
Shareholder Information ............................................... 16
------------------------------
<PAGE> 3
<TABLE>
FINANCIAL HIGHLIGHTS
<CAPTION>
Year ended December 31,
- -------------------------------------------------------------------------------------------------------
For the year: 1995 1994 1993 1992 1991
- ------------- ----------- ------------ ----------- ----------- -----------
(Not covered by independent auditors' report)
<S> <C> <C> <C> <C> <C>
Rental income........................ $ 2,861,293 $ 2,719,324 $ 2,761,766 $ 2,934,178 $ 2,885,496
Net income........................... 185,597 42,217 163,001 284,994 368,040
Per share.......................... .21 .05 .19 .33 .42
Funds from operations <F1>............ 906,637 749,211 880,578 937,937 991,239
Per share.......................... 1.05 .86 1.02 1.08 1.14
Distributions declared............... 563,307 424,646 433,312 528,641 571,972
Per share.......................... .65 .49 .50 .61 .66
Paid in current year:
Taxable to shareholders........ .31 .22 .24 .51 .36
Return of capital.............. .34 .37 .16 .10 .30
Declared 1993, paid in January
1994......................... (.10) .10
<CAPTION>
At year end:
- ------------
<S> <C> <C> <C> <C> <C>
Total assets......................... $16,009,017 $16,504,068 $16,761,085 $17,094,706 $17,326,683
Investment property, net............. 14,811,351 15,219,284 15,605,700 16,035,756 16,408,584
Mortgage notes payable............... 4,912,421 4,988,006 4,844,598 4,915,369 4,979,751
Shareholders' equity................. 10,721,216 11,098,926 11,481,355 11,751,666 11,995,313
Number of shares outstanding......... 866,624 866,624 866,624 866,624 866,624
<FN>
- ---------------
<F1> Represents net income adjusted for depreciation and amortization.
See Management's Discussion and Analysis for discussion of comparability of items.
</TABLE>
<PAGE> 4
The Trust
Nooney Realty Trust, Inc. is a corporation formed on June 14, 1984, to
make equity investments in income-producing real properties, primarily
commercial and light industrial properties. The Trust has invested in three
properties: The Atrium at Alpha Business Center, an office building in
Bloomington, Minnesota; the Applied Communications, Inc. Building, an office
building in Omaha, Nebraska; and the Franklin Park Distribution Center, a
warehouse and distribution facility in suburban Chicago, Illinois. Since 1985
the Trust has qualified as a real estate investment trust ("REIT") under the
Internal Revenue Code.
Market Information
The Company's common stock trades on The Nasdaq Stock Market under the
symbol NRTI. The Nasdaq high and low prices for the shares during 1994 and 1995
were as follows:
High Low
----- -----
1994
First Quarter....................................... $6.75 $4.75
Second Quarter...................................... $6.00 $5.00
Third Quarter....................................... $7.50 $5.75
Fourth Quarter...................................... $7.50 $6.00
1995
First Quarter....................................... $7.50 $6.25
Second Quarter...................................... $7.00 $6.50
Third Quarter....................................... $9.50 $6.75
Fourth Quarter...................................... $8.00 $7.00
As of February 1, 1996, there were 827 shareholders of record.
Dividends
The following cash dividends were paid to shareholders during 1994
and 1995:
1st Qtr. 2nd Qtr. 3rd Qtr. 4th Qtr.
--------- --------- --------- ---------
1994............................... $.20 <F1> $.12 $.12 $.15
1995............................... $.15 $.15 $.17 $.18
- ---------------
<F1> Includes bonus dividend of $.10 per share
<PAGE> 5
March 15, 1996
To Our Shareholders:
For the fiscal year ended December 31, 1995, the Trust's earnings were
$185,597 or $.21 per share, an increase of $143,380 or $.16 per share when
compared to fiscal year 1994. Funds from operations, which adds depreciation
and amortization to net income computed in accordance with generally accepted
accounting principals, were $906,637 or $1.05 per share for the year ended
December 31, 1995. Funds from operations increased $157,426 or $.18 per share
when compared to fiscal year 1994.
With the increase in funds from operations, the Trust was able to increase
its dividends ten percent (10%) during 1995. In 1995, the Trust paid $563,307
or $.65 per share in dividends. At its last quarterly director's meeting on
February 14, 1996, the Trust increased its quarterly dividend from $.18 per
share to $.20 per share and, provided operations continue as expected, should
be able to maintain this level throughout 1996, for a total of $.80 per share
for the year.
As stated above, the operations of the Trust's properties improved in
1995. The improved operating results are attributable to the Trust's ability to
maintain a high level of occupancy at the Atrium at Alpha and the renewal of a
major tenant's lease at Franklin Park Distribution Center effective January 1,
1995, at an increase in rent. Another factor contributing to the improved
operating results related to the Trust's ability to maintain operating expenses
relatively flat when compared to fiscal year 1994.
Occupancy at both Franklin Park Distribution Center and The Applied
Communications Inc. Building continues at 100%. At the Atrium at Alpha, through
the net leasing of 3,980 square feet, occupancy improved to 98% by December 31,
1995. During 1996, 30,000 square feet of leases expire, 57% of which is one
tenant. Management expects to renew or re-lease all of this space at higher
rent levels.
During 1995 the real estate investment market continued to improve and is
expected to continue this improvement throughout the next several years. The
improvement in the market is evidenced by the ability to maintain high
occupancy levels at each of the Trust's properties. Management believes this
trend should increase the value of the Trust's properties in the future. As a
result, the Board of Directors has again determined that it is premature to
consider selling the properties and liquidating the Trust at this time. This
policy is reviewed by management and the Board of Directors on a quarterly
basis. Management will continue to manage the properties aggressively to
produce the maximum dividend possible.
Sincerely,
NOONEY REALTY TRUST, INC.
/s/ Gregory J. Nooney, Jr.
GREGORY J. NOONEY, JR.
Chairman of the Board
<PAGE> 6
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
Cash reserves on hand as of December 31, 1995, were $517,317, a decrease of
$84,287 from year ended December 31, 1994. The decrease in cash is attributable
to an increase in dividend payout in 1995 along with the receipt of refinancing
proceeds in 1994 which artificially inflated the cash reserves at December 31,
1994. Though cash reserves have decreased from December 31, 1994, the Trust's
current cash position and the properties' ability to provide operating cash
flow should enable the Trust to fund anticipated capital expenditures in 1996.
The anticipated capital expenditures by property are as follows:
Other Leasing
Capital Capital Total
------------ ------------ ------------
Atrium at Alpha...................... $ 33,000 $126,821 $159,821
Franklin Park Dist. Center........... 25,000 0 25,000
Applied Communications Inc. Bldg..... 0 0 0
------------ ------------ ------------
$ 58,000 $126,821 $184,821
Throughout 1996 the Trust anticipates capital expenditures of $184,821.
The capital expenditures include leasing capital at Atrium at Alpha for tenant
alterations along with lease commissions for new tenant leases and renewals.
Along with leasing capital, Atrium at Alpha has set aside funds to purchase and
install a new compressor if necessary. At Franklin Park Distribution Center a
contingency reserve has been set aside for capital expenditures arising from
annual inspections to the property. Capital expenditures at Applied
Communications Inc. building are expected to be minimal.
In November 1994 the Trust successfully negotiated the renewal of the
first mortgage debt for a term of seven years. The mortgage lender committed to
a $5 million loan at a fixed rate of 8.40% and an amortization period of 23
years.
<PAGE> 7
Results of Operations
The results of operations for the Trust's properties for the years ended
December 31, 1995, 1994 and 1993 are detailed in the schedule below.
Administrative expenses of the Trust are excluded.
Atrium at Franklin Park Applied Comm.
Alpha Dist. Center Inc. Bldg.
------------- ------------- -------------
1995
Revenues.......................... $1,092,488 $ 752,875 $1,002,033
Expenses.......................... 919,264 583,418 887,751
------------- ------------- -------------
Net Income........................ $ 173,224 $ 169,457 $ 114,282
Depreciation and Amortization..... 336,993 177,021 190,406
------------- ------------- -------------
Funds from Operations............. $ 510,217 $ 346,478 $ 304,688
1994
Revenues.......................... $ 988,232 $ 719,834 $ 995,846
Expenses.......................... 879,581 559,536 942,008
------------- ------------- -------------
Net Income........................ $ 108,651 $ 160,298 $ 53,838
Depreciation and Amortization..... 320,357 163,717 190,406
------------- ------------- -------------
Funds from Operations............. $ 429,008 $ 324,015 $ 244,244
1993
Revenues.......................... $1,045,333 $ 709,546 $ 971,533
Expenses.......................... 814,535 565,174 941,597
------------- ------------- -------------
Net Income........................ $ 230,798 $ 144,372 $ 29,936
Depreciation and Amortization..... 326,115 163,551 190,406
------------- ------------- -------------
Funds from Operations............. $ 556,913 $ 307,923 $ 220,342
The three year operating results of Atrium at Alpha have been mixed, with
revenues decreasing from 1993 to 1994, then increasing from 1994 to 1995, and
expenses increasing from year to year during the three year period. The
decrease in revenues is attributable to a May 1994 move out of a tenant who
occupied approximately 35% of the space. This tenant had previously vacated and
was subleasing 100% of the space to six sub-tenants at below market rates. The
Trust negotiated with several of these tenants to extend their occupancy,
however, some of the tenants vacated. Occupancy at Atrium at Alpha fell below
85%. Since May 1994 occupancy has increased and by December 31, 1994, occupancy
was 95%. During 1995 occupancy remained at high levels resulting in increased
revenues when compared to 1994 and 1993. Expenses at Atrium at Alpha increased
from 1993 to 1994 and can be attributed to the property's operating expenses,
while from 1994 to 1995 the increase is attributable to both the property's
operating expenses and amortization expense. The increase from 1993 to 1994
relates to real estate taxes while from 1994 to 1995 the increases related to
utilities, repairs and maintenance, and real estate taxes and amortization
expense.
<PAGE> 8
The operating results at Franklin Park Distribution Center for the year
ended December 31, 1995, 1994 and 1993 have increased from a low in 1993 of
$144,372 to a high in 1995 of $169,457. The steady increase in net income is
attributable to increased revenues from expense pass throughs when comparing
1993 to 1994, while from 1994 to 1995 the increase related to the renewal of a
major tenant's lease effective January 1, 1995. The renewal increased the lease
revenues by approximately 9%.
At Applied Communications Inc. building, the operating results have
significantly improved. For the year ended December 31, 1993, net income was
$29,936 and for the same period ended December 31, 1995, net income was
$114,282. The net income increase from 1993 to 1994 related to increased
revenues from built-in rent step-ups from the building's only tenant. In 1995
net income more than doubled when compared to 1994. The significant increase
related to a decrease in operating expenses, more specifically, utilities
decreased $18,759, parking lot costs decreased $8,209, and interest expense
decreased $25,851.
Occupancy at the Trust's properties during the fourth quarter remained at
a high level. The maintaining of the high occupancy levels can be attributed to
the Trust's ability to renew the properties' major tenants as their leases
mature. The occupancy levels at December 31 are as follows:
Occupancy levels at December 31,
----------------------------------
1995 1994 1993
---------- ---------- ----------
Atrium at Alpha............................ 98% 95% 86%
Franklin Park Dist. Center................. 100% 100% 100%
Applied Communications Inc. Bldg........... 100% 100% 100%
During the fourth quarter the occupancy level at Atrium at Alpha decreased
by 1% when compared to the previous quarter. Three leases were renewed with a
combined square footage of 2,357 square feet. A single tenant occupying 796
square feet vacated its suite. For the year, occupancy increased 3% from the
year ended December 31, 1994, through the leasing of 5,451 square feet to new
tenants, renewing 8,322 square feet, while only two tenants vacated a total
2,374 square feet. The property has two major tenants which lease 23% and 18%
of the available space with leases expiring in May 1999 and July 1996,
respectively.
Franklin Park Distribution Center has been fully leased by two tenants
throughout 1995. The larger of the two tenants occupies 57% of the building
while the other occupies 43% of the building. Their leases expire in December
1999 and June 1998, respectively.
The Applied Communications Inc. building has a single tenant who has
occupied the entire building throughout 1995. The tenant's lease expires in
August 1999.
1995 Comparisons
For the year ended December 31, 1995, the Trust's consolidated revenues
were $2,865,261 compared to $2,726,920 for the year ended December 31, 1994.
The increase in revenues are $138,341 or 5.07%. The increase in consolidated
revenues relates to the three properties held by the Trust. Atrium at Alpha's
<PAGE> 9
revenues increased $104,256; Franklin Park Distribution Center's revenues
increased $33,041; and Applied Communications Inc. building's revenues
increased $6,187. As previously stated, Atrium at Alpha's increased revenues
related to increased average occupancy when comparing 1994 to 1995; at Franklin
Park Distribution Center, revenue increases related to the renewal of a major
tenant effective January 1, 1995; and at Applied Communications Inc. building,
revenues increased due to step-up rents received from the property's only
tenant.
The Trust's consolidated expenses for the year ended December 31, 1995,
were $2,679,664 compared to $2,684,703 for the year ended December 31, 1994.
Consolidated expenses remained relatively flat for the two-year period,
however, individual expenses such as interest, real estate taxes, and
depreciation and amortization had noteworthy fluctuations. Interest expense
decreased $36,623 due to the refinancing of the note payable in November 1994
at a lower interest rate. Real estate taxes increased $23,954 due to tax rate
changes at Atrium at Alpha and Franklin Park Distribution Center. Depreciation
and amortization increased $14,046 due to tenant alteration expenditures at
Atrium at Alpha.
With the increase in consolidated income and the decrease in consolidated
expenses, net income has increased $143,380 or $.16 per share when compared to
year ended December 31, 1994. For the year ended December 31, 1995, net income
was $185,597 resulting in earnings of $.21 per share. Cash flow from operations
for the year ended December 31, 1995, was $760,565 or $.88 per share, which
enabled the Trust to pay out $563,307 in dividends or $.65 per share.
The remaining cash flow from operations was used to fund various property
capital expenditures along with principal payments on the Trust's note payable.
1994 Comparisons
For the year ended December 31, 1994, consolidated revenues were
$2,726,920 which represented a $41,090 decrease when compared to the year ended
December 31, 1993. The decrease in revenues is attributable to Atrium at Alpha.
As previously stated, a major tenant who was responsible for approximately 35%
of the available space let their lease expire at the end of May 1994. The
tenant vacated prior to the May 1994 lease expiration and sublet 100% of the
space to six sub-tenants at below market rates. The Trust negotiated with
several of these tenants to extend their occupancy, however, some of the
tenants vacated, reducing occupancy below 85%, resulting in decreasing rental
revenues. The remaining two properties, Franklin Park Distribution Center and
Applied Communications Inc. buildings, both had revenue increases from 1993 to
1994.
For the year ended December 31, 1994, consolidated expenses were
$2,684,703 an increase of $79,694 or 3.06% when compared to the year ended
December 31, 1993. The increase in expenses is attributable to increases in
real estate taxes and professional fees offset by decreases in depreciation and
amortization and interest. The decrease in real estate taxes relates to a
successful appeal in 1993 in which the property received a refund that offset
1993 real estate tax expense. Professional fees increased due to additional
legal fees incurred to renew several leases at Atrium at Alpha. The decrease in
depreciation and amortization is attributable to decreased amortization expense
at Atrium at Alpha caused by tenant alteration expenditures becoming fully
amortized in 1994. Interest expense decreased due to the refinancing of the
note payable in November 1994 to a lower interest rate.
<PAGE> 10
Net income for the year ended December 31, 1994, was $42,217 or $.05 per
share. When compared to year ended December 31, 1993, net income decreased by
$120,784 or approximately $.14 per share. However, cash flow provided by
operations for the year ended December 31, 1994, was $502,581 or approximately
$.58 per share. The cash flow provided from operations along with refinancing
proceeds of $143,408 enabled the Trust to pay dividends of $511,308 or $.59 per
share along with various property capital expenditures.
Inflation
The effects of inflation did not have a material impact upon the Trust's
operation in fiscal 1993, 1994 and 1995 and are not expected to have a material
impact in 1996.
<PAGE> 11
INDEPENDENT AUDITORS' REPORT
To the Shareholders of
Nooney Realty Trust, Inc.:
We have audited the accompanying balance sheets of Nooney Realty Trust,
Inc. as of December 31, 1995 and 1994, and the related statements of
operations, shareholders' equity, and cash flows for each of the three
years in the period ended December 31, 1995. These financial statements
are the responsibility of the Trust's management. Our responsibility is
to express an opinion on these financial statements 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 misstatement. 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, such financial statements present fairly, in all
material respects, the financial position of Nooney Realty Trust, Inc.
as of December 31, 1995 and 1994, and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
1995 in conformity with generally accepted accounting principles.
/s/ Deloitte & Touche LLP
January 19, 1996
<PAGE> 12
NOONEY REALTY TRUST, INC.
BALANCE SHEETS
December 31,
--------------------------
1995 1994
------------ ------------
ASSETS
CASH............................................... $ 517,317 $ 601,604
ACCOUNTS RECEIVABLE-no allowance for doubtful
accounts considered necessary (Note 2)........... 261,972 277,065
PREPAID EXPENSES................................... 84,803 36,609
INVESTMENT PROPERTY-at cost (Notes 2 and 3):
Land............................................. 2,568,955 2,568,955
Buildings and improvements....................... 17,587,161 17,381,201
------------ ------------
20,156,116 19,950,156
Less accumulated depreciation.................... (5,344,765) (4,730,872)
------------ ------------
14,811,351 15,219,284
DEFERRED EXPENSES-at amortized cost (Notes 2
and 5)........................................... 333,574 369,506
------------ ------------
TOTAL.............................................. $16,009,017 $16,504,068
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Mortgage note payable (Note 3)................... $ 4,912,421 $ 4,988,006
Accounts payable and accrued expenses............ 375,380 417,136
------------ ------------
Total liabilities............................ 5,287,801 5,405,142
SHAREHOLDERS' EQUITY:
Common stock, $1 par value:
Authorized, 5,000,000 shares
Issued and outstanding, 866,624 shares......... 866,624 866,624
Additional paid-in capital....................... 14,252,532 14,252,532
Distributions in excess of net income............ (4,397,940) (4,020,230)
------------ ------------
Total shareholders' equity................... 10,721,216 11,098,926
------------ ------------
TOTAL.............................................. $16,009,017 $16,504,068
============ ============
See notes to financial statements.
<PAGE> 13
<TABLE>
NOONEY REALTY TRUST, INC.
STATEMENTS OF OPERATIONS
<CAPTION>
Years ended December 31,
----------------------------------------
1995 1994 1993
------------ ------------ ------------
<S> <C> <C> <C>
REVENUES:
Rental and other income (Notes 2, 4 and 6)...................... $2,861,293 $2,719,324 $2,761,766
Interest income................................................. 3,968 7,596 6,244
------------ ------------ ------------
Total revenues................................................ 2,865,261 2,726,920 2,768,010
------------ ------------ ------------
EXPENSES:
Depreciation and amortization (Note 2).......................... 721,040 706,994 717,577
Real estate taxes............................................... 523,735 499,781 429,773
Interest on mortgage note....................................... 416,126 452,749 463,931
Advisory fee-related party (Note 5)............................. 116,309 115,704 113,394
Professional fees............................................... 54,256 57,433 41,408
Property management fees-related party (Note 5)................. 106,367 100,943 101,960
Repairs and maintenance......................................... 60,081 62,737 61,459
Trustee fees and expenses....................................... 14,879 16,565 16,567
Utilities....................................................... 289,392 290,045 293,183
Other operating expenses........................................ 377,479 381,752 365,757
------------ ------------ ------------
Total expenses................................................ 2,679,664 2,684,703 2,605,009
------------ ------------ ------------
NET INCOME........................................................ $ 185,597 $ 42,217 $ 163,001
============ ============ ============
PER SHARE DATA (Note 2):
Net income...................................................... $ .21 $ .05 $ .19
============ ============ ============
Distributions:
Paid in current year:
Taxable to shareholders..................................... $ .31 $ .22 $ .24
Return of capital........................................... .34 .37 .16
------------ ------------ ------------
Total paid in current year.................................... .65 .59 .40
Declared 1993, paid in January 1994........................... (.10) .10
------------ ------------ ------------
Total declared in current year................................ $ .65 $ .49 $ .50
============ ============ ============
Weighted average shares outstanding............................. 866,624 866,624 866,624
============ ============ ============
<FN>
See notes to financial statements.
</TABLE>
<PAGE> 14
<TABLE>
NOONEY REALTY TRUST, INC.
STATEMENTS OF SHAREHOLDERS' EQUITY
Years Ended December 31, 1995, 1994 and 1993
<CAPTION>
Common stock
-------------------------- Additional Distributions
Number paid-in in excess of
of shares Amount capital net income
- --------------------------------------------------- ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1992......................... 866,624 $866,624 $14,252,532 $(3,367,490)
Net income....................................... 163,001
Dividends declared............................... 866,624 (433,312)
------------ ------------ ------------ -------------
BALANCE, DECEMBER 31, 1993......................... 866,624 $866,624 $14,252,532 $(3,637,801)
Net income....................................... 42,217
Dividends declared............................... (424,646)
------------ ------------ ------------ ------------
BALANCE, DECEMBER 31, 1994......................... 866,624 $866,624 $14,252,532 $(4,020,230)
------------ ------------ ------------ ------------
Net income....................................... 185,597
Dividends declared............................... (563,307)
------------ ------------ ------------ ------------
BALANCE, DECEMBER 31, 1995......................... 866,624 $866,624 $14,252,532 $(4,397,940)
============ ============ ============ ============
<FN>
See notes to financial statements.
</TABLE>
<PAGE> 15
<TABLE>
NOONEY REALTY TRUST, INC.
STATEMENTS OF CASH FLOWS
<CAPTION>
Years ended December 31,
----------------------------------------
1995 1994 1993
------------ ------------ ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income from operations...................................... $ 185,597 $ 42,217 $ 163,001
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation................................................. 613,893 592,057 604,189
Amortization of deferred expenses............................ 107,147 114,937 113,388
Changes in accounts affecting operations:
Accounts receivable........................................ 15,093 (82,377) 18,844
Prepaid expenses........................................... (48,194) (7,363) (4,231)
Deferred expenses.......................................... (71,215) (225,556) (162,758)
Accounts payable and accrued expenses...................... (41,756) 68,666 (79,201)
------------ ------------ ------------
Net cash provided by operating activities................ 760,565 502,581 653,232
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to investment property................................ (205,960) (205,641) (174,133)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid to shareholders.................................. (563,307) (511,308) (346,650)
Payments on mortgage note payable............................... (75,585) (4,856,592) (70,771)
Proceeds from mortgage note payable............................. 5,000,000
------------ ------------ ------------
Net cash used in financing activities.................... (638,892) (367,900) (417,421)
------------ ------------ ------------
NET (DECREASE) INCREASE IN CASH................................... (84,287) (70,960) 61,678
CASH, BEGINNING OF YEAR........................................... 601,604 672,564 610,886
------------ ------------ ------------
CASH, END OF YEAR................................................. $ 517,317 $ 601,604 $ 672,564
============ ============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for interest.......................... $ 416,126 $ 452,749 $ 463,931
============ ============ ============
</TABLE>
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
On November 2, 1993, the Board of Directors declared a dividend of
$86,662 payable January 14, 1994 to shareholders of record on
December 31, 1993.
See notes to financial statements.
<PAGE> 16
NOONEY REALTY TRUST, INC.
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 1995, 1994 and 1993
Note 1-Business:
Nooney Realty Trust, Inc. (the "Trust"), a Missouri corporation, was
formed on June 14, 1984 for the purpose of making equity investments in
income-producing real properties, primarily commercial and light industrial
properties. The Trust's portfolio is comprised of a multi-tenant office
building located in Bloomington, Minnesota; a single-tenant office building
located in Omaha, Nebraska; and a warehouse and distribution facility in
Franklin Park, Illinois. These properties generated 38.4%, 35.2% and 26.4% of
rental and other income, respectively, for the year ended December 31, 1995.
Note 2-Summary of Significant Accounting Policies:
The Trust has qualified and elected to be taxed as a real estate
investment trust (REIT) under the Internal Revenue Code. The Trust intends to
continue to qualify as a REIT and to distribute substantially all of its
taxable income to its shareholders. Accordingly, no provision for income taxes
is reflected in the financial statements. At December 31, 1995, the Trust has
net operating loss carryforwards of approximately $835,000 for tax purposes
which expire in various amounts through 2005.
Investment property is recorded at the lower of cost or net realizable
value.
Buildings are depreciated over their estimated useful lives using the
straight-line method.
Lease agreements are accounted for as operating leases and rentals from
such leases are reported as revenues ratably over the terms of the leases.
Certain lease agreements provide for rent concessions. At December 31, 1995,
accounts receivable include approximately $165,000 ($151,000 in 1994) of
accrued rent which is not yet due under the terms of the various lease
agreements.
Included in rental and other income are amounts received from tenants
under provisions of lease agreements which require the tenants to pay
additional rent equal to specified portions of certain expenses such as real
estate taxes, insurance, utilities and common area maintenance. The income is
recorded in the same period that the related expense is incurred.
Net income per share was computed based upon the weighted average number
of shares of common stock outstanding during each year. Distributions per share
are stated at the amount per share declared by the Directors. The taxability of
all distributions paid is based upon earnings and profits as defined by the
Internal Revenue Code. The taxability of distributions declared but unpaid is
determined in the year the dividend is paid.
Deferred expenses consist of lease fees and financing costs and are
amortized over the terms of the respective leases or notes. Amortization of
such costs charged to expense amounted to $107,000 in 1995 ($115,000 and
$113,000 in 1994 and 1993, respectively).
<PAGE> 17
Note 3-Mortgage Note Payable:
Mortgage note payable at December 31 consists of the following:
1994 1993
------------ ------------
8.4%, due in monthly installments of $40,976
including interest to November 2001 when
remaining principal payment of $4,330,508 is
due.............................................. $4,912,421 $4,988,006
============ ============
The mortgage note is collateralized by deeds of trust and assignments of
rents on all investment properties. Principal payments required during the next
five years are as follows:
1996................................................................. $ 82,000
1997................................................................. 89,000
1998................................................................. 97,000
1999................................................................. 106,000
2000................................................................. 115,000
In accordance with Statement of Financial Accounting Standards No. 107,
Disclosures about Fair Value of Financial Instruments, the estimated fair value
of mortgage notes payable with maturities greater than one year is determined
based on rates currently available to the Partnership for mortgage notes with
similar terms and remaining maturities. The carrying amount and estimated fair
value of the Trust's debt at December 31, 1995 are summarized as follows:
Carrying Estimated
Amount Fair Value
------------ ------------
Mortgage notes payable............................. $4,912,421 $5,090,104
Fair value estimates are made at a specific point in time, are subjective
in nature and involve uncertainties and matters of significant judgment.
Settlement of the Trust's debt obligations at fair value may not be possible
and may not be a prudent management decision. The potential loss on
extinguishment at December 31, 1995 does not take into consideration expenses
that would be incurred to settle the debt obligations at fair value.
Note 4-Rental Revenues Under Operating Leases:
Minimum future rental revenues under noncancelable operating leases in
effect as of December 31, 1995 are as follows:
1996............................................................... $2,296,000
1997............................................................... 2,115,000
1998............................................................... 1,917,000
1999............................................................... 1,220,000
2000............................................................... 15,000
----------
Total......................................................... $7,563,000
==========
<PAGE> 18
NOONEY REALTY TRUST, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 1995, 1994 and 1993
Note 5-Related Party Transactions:
The Trust has entered into an agreement with Nooney Advisors Ltd., L.P.
(the "Advisor"), a Missouri limited partnership, to advise the Trust with
respect to the Trust's investments and investment policies and to administer
the operations of the Trust. This advisory agreement is renewable annually by a
vote of the Directors. Its current term expires on March 31, 1996. An Officer
and Director of the Trust is a general partner of Nooney Advisors Ltd., L.P.
The Advisor receives a fee for its services based upon net invested assets or
net operating income as defined in the agreement. The fees were $116,309,
$115,704 and $113,394 for the years ended December 31, 1995, 1994 and 1993,
respectively.
Certain other affiliates of the Advisor receive lease commissions and
property management fees in connection with the operation of investment real
estate owned by the Trust. In 1995, lease commissions of $67,837 ($43,595 and
$156,741 in 1994 and 1993, respectively) were paid by the Trust to Nooney
Krombach Company, an affiliate of the Advisor. Additionally, property
management fees paid to Nooney Krombach Company were $106,367, $100,943 and
$101,960 for the years ended December 31, 1995, 1994 and 1993, respectively.
Note 6-Major Tenants:
A substantial amount of the Trust's revenue in 1995 was derived from three
major tenants whose rentals amounted to $978,000, $411,000 and $335,000 or 34%,
14% and 12%, respectively of total revenues. A substantial amount of the
Trust's revenue in 1994 was derived from three major tenants whose rentals
amounted to $996,000, $391,000 and $329,000 or 37%, 14% and 12%, respectively,
of total revenues. Four tenants in 1993 amounted to $972,000, $532,000,
$366,000 and $330,000 or 36%, 20%, 14% and 12%, respectively, of total
revenues.
Directors and Officers
Board of Directors
Gregory J. Nooney, Jr. ...... Chairman of the Board and Chief Executive
Officer, Nooney Company. Nooney Company is a
real estate investment management firm.
Patricia A. Nooney .......... Vice President and Chief Financial Officer,
Nooney Krombach Company, a wholly-owned
subsidiary of Nooney Company.
Robert E. Kresko ............ Private investor.
Gene K. Beare ............... Corporate consultant.
<PAGE> 19
Bruce P. Hayden ............. Chairman of the Board, Hayden, Tolzmann &
Associates, Inc., Bloomfield, Connecticut.
Hayden, Tolzmann & Associates, Inc. is a real
estate investment advisory, counseling and
brokerage firm.
James P. Ingram ............. President, Cambridge Savings Bank, Cambridge,
Massachusetts.
R. Michael O'Brien, Jr. ..... President and Chief Executive Officer, Northland
Financial Company, Minneapolis, Minnesota.
Northland Financial Company is a commercial real
estate investment banking firm.
Officers
Gregory J. Nooney, Jr. ...... Chairman of the Board and Chief Executive
Officer.
Patricia A. Nooney........... President, Secretary and Treasurer.
Dale W. Brouk................ Chief Financial Officer. Mr. Brouk joined Nooney
Krombach Company, a wholly-owned subsidiary of
Nooney Company, as Controller in 1995. Mr. Brouk
is a certified public accountant, and prior to
joining Nooney Krombach Company, Mr. Brouk was
employed by The Forsyth Group.
<PAGE> 20
[LOGO]
SHAREHOLDER INFORMATION
The 1996 Annual Meeting of Shareholders will be held at 10:00 A.M. at the
Pierre Laclede Conference Center, 7733 Forsyth Boulevard, 2nd Floor, in
Clayton, Missouri, on Tuesday, May 14, 1996.
Transfer Agent:
Boatmen's Trust Company
510 Locust Street
P.O. Box 14768
St. Louis, Missouri 63178
Advisor:
Nooney Advisors, Ltd., L.P.
St. Louis, Missouri
Legal Counsel:
Bryan Cave LLP
St. Louis, Missouri
Independent Accountants:
Deloitte & Touche LLP
St. Louis, Missouri
The following information is available to shareholders without charge upon
written request to Patricia A. Nooney, Secretary, Nooney Realty Trust, Inc.,
7701 Forsyth Boulevard, St. Louis, Missouri 63105:
Annual Report on Form 10-K filed with the Securities and Exchange
Commission. Form 10-K is available in April.
Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission. Forms 10-Q are available in May, August and November.
Nooney Realty Trust, Inc. Dividend Reinvestment Plan and Enrollment Card
Investment Properties
The Atrium
at Alpha Business Center
Bloomington, Minnesota
Applied Communications, Inc. Building
Omaha, Nebraska
Franklin Park Distribution Center
Franklin Park, Illinois
Nooney Realty Trust
7701 Forsyth Boulevard
St. Louis, Missouri 63105
<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> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 517,317
<SECURITIES> 0
<RECEIVABLES> 261,972
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 864,092
<PP&E> 20,156,116
<DEPRECIATION> 5,344,765
<TOTAL-ASSETS> 16,009,017
<CURRENT-LIABILITIES> 375,380
<BONDS> 4,912,421
0
0
<COMMON> 866,624
<OTHER-SE> 10,721,216
<TOTAL-LIABILITY-AND-EQUITY> 16,009,017
<SALES> 2,861,293
<TOTAL-REVENUES> 2,865,261
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,263,538
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 416,126
<INCOME-PRETAX> 185,597
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 185,597
<EPS-PRIMARY> .21
<EPS-DILUTED> 0
</TABLE>
<PAGE> 1
EXHIBIT 99.1
INDEPENDENT AUDITORS' REPORT ON
FINANCIAL STATEMENT SCHEDULE
To the Shareholders of Nooney Realty Trust, Inc.
St. Louis, Missouri:
We have audited the financial statements of Nooney Realty Trust, Inc. as of
December 31, 1995 and 1994, and for each of the three years in the period ended
December 31, 1995, and have issued our report thereon dated January 19, 1996;
such financial statements and report are included in your 1994 Annual Report to
Stockholders and are incorporated herein by reference. Our audits also
included the financial statement schedule of Nooney Realty Trust, Inc., listed
in Item 14. This financial statement schedule is the responsibility of the
Trust's management. Our responsibility is to express an opinion based on our
audits. In our opinion, such financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly in
all material respects the information set forth therein.
/S/ DELOITTE & TOUCHE LLP
January 19, 1996
<PAGE> 2
<TABLE>
NOONEY REALTY TRUST, INC.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995
- ------------------------------------------------------------------------------------------------------------
<CAPTION>
Column A Column B Column C
- ---------------------------------------------------- ------------ ----------------------------------------
Initial Cost to Trust
----------------------------------------
Buildings and
Description Encumbrances Land Improvements Total
- ---------------------------------------------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Atrium at Alpha Business Center
Bloomington, Minnesota $ -- $ 822,526 $ 7,571,190 $ 8,393,716
Applied Communications, Inc. Office Building
Omaha, Nebraska 1,257,655 5,143,353 6,401,008
Franklin Park Distribution Center
Franklin Park, Illinois 488,774 3,812,720 4,301,494
All properties 4,912,421
------------ ------------ ------------ ------------
Total $ 4,912,421 $ 2,568,955 $16,527,263 $19,096,218
============ ============ ============ ============
<CAPTION>
Column A Column D Column E
- ---------------------------------------------------- ------------ ----------------------------------------
Costs
Capitalized
Subsequent to Gross Amount at Which
Acquisition Carried at Close of Period
------------ ----------------------------------------
Costs of Buildings and
Description Improvements Land Improvements Total
- ---------------------------------------------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Atrium at Alpha Business Center
Bloomington, Minnesota $ 299,204 $ 822,526 $ 7,870,394 $ 8,692,920
Applied Communications, Inc. Office Building
Omaha, Nebraska 150,000 1,257,655 5,293,353 6,551,008
Franklin Park Distribution Center
Franklin Park, Illinois 610,694 488,774 4,423,414 4,912,188
All properties
------------ ------------ ------------ ------------
Total $ 1,059,898 $ 2,568,955 $17,587,161 $20,156,116
============ ============ ============ ============
<PAGE> 3
<CAPTION>
Column A Column F Column G Column H Column I
- ----------------------------------------------- ------------ ------------ ----------------- ------------
Life on Which
Depreciation
in Latest
Income
Accumulated Date of Date Statement
Description Depreciation Construction Acquired is Computed
- ----------------------------------------------- ------------ ------------ ----------------- ------------
<S> <C> <C> <C> <C>
Atrium at Alpha Business Center
Bloomington, Minnesota $ 2,609,057 1981 March 28, 1985 35 years
Applied Communications, Inc. Office Building
Omaha, Nebraska 1,530,906 1984 January 22, 1986 35 years
Franklin Park Distribution Center
Franklin Park, Illinois 1,204,802 1972 December 16, 1986 35 years
------------
Total $ 5,344,765
============
(Continued)
</TABLE>
<PAGE> 4
<TABLE>
NOONEY REALTY TRUST, INC.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
- ------------------------------------------------------------------------------------------------------------
<CAPTION>
Year Ended December 31,
----------------------------------------
1995 1994 1993
------------ ------------ ------------
<S> <C> <C> <C>
(A) Reconciliation of amounts in Column E:
Balance at beginning of period $19,950,156 $19,766,766 $19,603,458
Add - Cost of improvements 205,960 205,641 174,133
Less - Cost of disposals (22,251) (10,825)
------------ ------------ ------------
Balance at end of period $20,156,116 $19,950,156 $19,766,766
============ ============ ============
(B) Reconciliation of amounts in Column F:
Balance at beginning of period $ 4,730,872 $ 4,161,066 $ 3,567,702
Add - Provision during the period 613,893 592,057 604,189
Less - Depreciation on disposals (22,251) (10,825)
------------ ------------ ------------
Balance at end of period $ 5,344,765 $ 4,730,872 $ 4,161,066
============ ============ ============
(C) The aggregate cost of real estate owned for
federal income tax purposes $20,156,116 $19,950,156 $19,766,766
============ ============ ============
(Concluded)
</TABLE>
