SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-13754
NOONEY REALTY TRUST, INC.
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(Exact name of Registrant as specified in its charter)
Missouri
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(State or other jurisdiction of incorporation or organization)
43-1339136
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(I.R.S. Employer 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
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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 subjcet 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
confimred 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 September 30, 1996 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>
<TABLE>
NOONEY REALTY TRUST, INC.
(A REAL ESTATE INVESTMENT TRUST)
BALANCE SHEETS
<CAPTION>
September 30, December 31,
1996 1995
(Unaudited)
--------------- ---------------
<S> <C> <C>
ASSETS:
Cash .................................................................................. $ 322,879 $ 517,316
Accounts receivable ................................................................... 310,354 261,972
Prepaid expenses ...................................................................... 134,293 84,802
Investment property, at cost:
Land ................................................................................ 2,568,955 2,568,955
Buildings and Improvements .......................................................... 17,586,506 17,587,161
--------------- ---------------
20,155,461 20,156,116
Less accumulated depreciation ....................................................... 5,778,798 5,344,765
--------------- ---------------
14,376,663 14,811,351
Deferred expenses - at amortized cost ................................................. 294,673 333,574
--------------- ---------------
$ 15,438,862 $ 16,009,017
=============== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY:
Liabilities:
Accounts payable and accrued expenses ................................................. $ 232,404 $ 328,529
Refundable tenant deposits ............................................................ 36,600 46,851
Mortgage notes payable ................................................................ 4,851,431 4,912,421
--------------- ---------------
Total liabilities .................................................................. 5,120,435 5,287,801
Shareholders' Equity:
Common Stock, $1 par value; Authorized, 5,000,000 shares; Issued and outstanding,
866,624 in 1996 and 1995 ............................................................. 866,624 866,624
Additional paid-in capital ............................................................ 14,252,532 14,252,532
Distributions in excess of net income ................................................. (4,800,729) (4,397,940)
--------------- ---------------
10,318,427 10,721,216
--------------- ---------------
$ 15,438,862 $ 16,009,017
=============== ===============
SEE NOTES TO FINANCIAL STATEMENTS
</TABLE>
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<PAGE>
<TABLE>
NOONEY REALTY TRUST, INC.
(A REAL ESTATE INVESTMENT TRUST)
STATEMENTS OF OPERATIONS
(UNAUDITED)
<CAPTION>
Three Months Ended Nine Months Ended
Sept.30, Sept.30, Sept.30, Sept.30,
1996 1995 1996 1995
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
REVENUES:
Rental and other income ................................................... $ 753,231 $ 732,365 $2,188,956 $2,140,910
Interest .................................................................. 4,569 713 12,556 2,915
---------- ---------- ---------- ----------
757,800 733,078 2,201,512 2,143,825
EXPENSES:
Interest .................................................................. 103,864 103,838 309,487 312,692
Depreciation and amortization ............................................. 176,545 180,549 534,509 540,400
Real estate taxes ......................................................... 151,879 132,924 441,749 388,311
Advisory Fee .............................................................. 29,667 28,936 88,317 86,960
Property management fees paid to Nooney Krombach Company .................. 28,119 27,285 81,695 79,587
Operating expenses ........................................................ 204,320 211,538 628,569 616,244
---------- ---------- ---------- ----------
694,394 685,070 2,084,326 2,024,194
---------- ---------- ---------- ----------
NET INCOME FROM OPERATIONS ......................................................... $ 63,406 $ 48,008 $ 117,186 $ 119,631
========== ========== ========== ==========
EARNINGS PER SHARE ................................................................. $ 0.07 $ 0.06 $ 0.14 $ 0.14
========== ========== ========== ==========
SEE NOTES TO FINANCIAL STATEMENTS
</TABLE>
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<PAGE>
<TABLE>
NOONEY REALTY TRUST, INC.
(A REAL ESTATE INVESTMENT TRUST)
STATEMENT OF SHAREHOLDERS' EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 1996
(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, 1996 ................................................. 866,624 $ 866,624 $ 14,252,532 $ (4,397,940)
Net Income ............................................................... 117,186
Dividends Declared ....................................................... (519,975)
------------ ------------ ------------ ------------
Balance, September 30, 1996 .............................................. 866,624 $ 866,624 $ 14,252,532 $ (4,800,729)
============ ============ ============ ============
SEE NOTES TO FINANCIAL STATEMENTS
</TABLE>
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<PAGE>
<TABLE>
NOONEY REALTY TRUST, INC.
(A REAL ESTATE INVESTMENT TRUST)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION>
Three Months Ended Nine Months Ended
--------------------- ---------------------
Sept 30, Sept.30, Sept.30, Sept.30,
1996 1995 1996 1995
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income from operations ............................................... $ 63,406 $ 48,011 $ 117,186 $ 119,629
Adjustments to reconcile net income from operations to net cash provided
by (used in) operating activities:
Depreciation and amortization ......................................... 176,545 180,549 534,509 540,400
Changes in assets and liabilities:
Decrease (Increase) in accounts receivable ......................... (69,697) 34,847 (48,382) 47,992
Increase in prepaid expenses ....................................... (78,911) (61,129) (49,491) (31,889)
Decrease (Increase) in deferred expenses ........................... (40,274) 2,328 (38,673) (67,205)
Increase (Decrease) in accounts payable and accrued expenses ....... (96,941) 121,380 (96,125) 90,883
(Decrease) Increase in refundable tenant deposits .................. 3,090 (482) (10,251) 2,643
--------- --------- --------- ---------
Total Adjustments ............................................. (106,188) 277,493 291,587 582,824
--------- --------- --------- ---------
Net cash provided by (used in) operating activities ........... (42,782) 325,504 408,773 702,453
--------- --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Net additions to investment property ...................................... (13,651) (37,272) (22,245) (160,113)
--------- --------- --------- ---------
Net cash used in investing activities ......................... (13,651) (37,272) (22,245) (160,113)
--------- --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions to shareholders ........................................ (173,325) (147,326) (519,975) (407,314)
Payments on mortgage notes payable ........................................ (20,757) (19,090) (60,990) (56,092)
--------- --------- --------- ---------
Net cash used in financing activities ......................... (194,082) (166,416) (580,965) (463,406)
--------- --------- --------- ---------
NET (DECREASE) INCREASE IN CASH .................................................... (250,515) 121,816 (194,437) 78,934
CASH, Beginning of period .......................................................... 573,394 558,722 517,316 601,604
--------- --------- --------- ---------
CASH, End of period ................................................................ $ 322,879 $ 680,538 $ 322,879 $ 680,538
========= ========= ========= =========
CASH, Paid for interest ............................................................ $ 103,864 $ 103,838 $ 309,487 $ 312,692
========= ========= ========= =========
SEE NOTES TO FINANCIAL STATEMENTS
</TABLE>
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<PAGE>
NOONEY REALTY TRUST, INC.
(A REAL ESTATE INVESTMENT TRUST)
NOTES TO FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
NOTE A:
Refer to the Registrant's financial statements for the year ended December 31,
1995, 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
except as noted below. 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 September 30, 1996 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. The agreement between
the Registrant and Nooney Advisors, Ltd. has been renewed for a period of one
year effective April 1, 1996. Certain General Partners of Nooney Advisors, Ltd.
are also officers and directors of the Registrant. Advisory fees of $29,667 and
$88,317 were paid to Nooney Advisors, Ltd. for the three and nine months ended
September 30, 1996. Advisory fees of $28,936 and $86,960 were paid to Nooney
Advisors, Ltd. for the three and nine months ended September 30, 1995,
respectively.
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 and nine months ended September 30, 1996
and 1995 has been computed based on 866,624 shares, the number outstanding
during the periods.
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<PAGE>
ITEM 7: MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
Cash on hand as of September 30, 1996 is $322,879, an decrease of
$194,437 from year end December 31, 1995. The decrease in cash during the first
nine months of 1996 can be attributed to the payment of dividends ($519,975) and
mortgage ($60,990) offset by cash provided by the operations of the properties
totaling $408,773. Based on the current cash position and the properties ability
to provide operating cash flow, the Trust expects the properties to fund
anticipated capital expenditures for the remainder of 1996. The anticipated
capital expenditures by property are as follows:
Other Leasing
Capital Capital Total
------- ------- -------
Atrium at Alpha ..................................... $ 0 $70,000 $70,000
Applied Communications Building ..................... 0 0 0
Franklin Park Distribution Center ................... 0 0 0
------- ------- -------
$ 0 $70,000 $70,000
During the remainder of 1996, approximately $70,000 of capital expenditures are
expected. The leasing capital at Atrium at Alpha includes capital for tenant
alterations.
Results of Property Operations
The results of operations for the Trust's properties for the quarters
ended September 30, 1996 and 1995 are detailed in the schedule below. Revenues
and expenses of the Trust are excluded.
<TABLE>
<CAPTION>
Franklin Park Applied
Atrium at Distribution Communications
Alpha Center Building
-------------- -------------- --------------
<S> <C> <C> <C>
1996
- -----------------------------------------
Revenues ................................ $ 286,348 $ 204,299 $ 263,414
Expenses ................................ 238,933 162,106 230,811
-------------- -------------- --------------
Net Income .............................. 47,415 42,193 32,603
Depreciation and Amortization ........... 80,236 44,546 47,601
-------------- -------------- --------------
Funds from Operations ................... $ 127,651 $ 86,739 $ 80,204
============== ============== ==============
1995
- -----------------------------------------
Revenues ................................ $ 276,421 $ 190,113 $ 263,125
Expenses ................................ 236,085 145,930 236,073
-------------- -------------- --------------
Net Income .............................. 40,336 44,183 27,052
Depreciation and Amortization ........... 84,636 44,191 47,601
-------------- -------------- --------------
Funds from Operations ................... $ 124,972 $ 88,374 $ 74,653
============== ============== ==============
</TABLE>
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<PAGE>
Net income at Atrium at Alpha for the quarters ended September 30, 1996 and 1995
is $47,415 and $40,336, respectively. The increase in net income can be
attributed to a revenue increase of $9,927 as expenses remained relatively
stable. The increase in revenues relates to an increase in rental income
stemming from the Trust's ability to increase rental rates on lease renewals and
new leases.
At Franklin Park Distribution Center the operations of the property for the
third quarter ended September 30, 1996 produced similar results when compared to
the third quarter ended September 30, 1995. However, revenues and expenses
increased $14,186 and $16,176, respectively. The increase in revenues and
expenses can be attributed to an increase in real estate taxes. As the
property's real estate taxes increase any increase in the expense is directly
passed through to the two tenants resulting in a corresponding increase in the
real estate tax recovery income.
At Applied Comminations Building revenues remained stable and expenses decreased
when comparing quarter ending results from September 30, 1996 to 1995. The
expense decrease of $5,262 relates primarily to a decreases in electricity
expense.
Occupancy levels at the Trust's properties during the first quarter remain at a
high level. These levels can be attributable to the Trust's ability to renew the
properties major tenants as their leases mature. The occupancy levels at
September 30, 1996, 1995 and 1994 are as follows:
Property 1996 1995 1994
- ----------------------------------------------------------- ---- ---- ----
Atrium at Alpha ........................................... 95% 99% 85%
Franklin Park Distribution Center ......................... 100% 100% 100%
Applied Communications Building ........................... 100% 100% 100%
The leasing activity at Atrium at Alpha during the third quarter of 1996 netted
no change to the overall occupancy of the property. The Trust originated two new
leases with a total square footage of 2,903, renewed three leases with a total
of 4,347 square feet and had a single tenant move out who previously occupied
2,903 square feet. The building has two major tenants one of which renewed their
lease effective August 1, 1996 for a term of five years. This tenant continues
to occupy 15% of the available space. The other major tenant who occupies
approximately 23% of the available space has vacated a portion of their suite.
This tenant has a cancellation option which can be exercised prior to December
1, 1996 to cancel their lease effective May 31, 1997.
Franklin Park Distribution Center currently is fully leased by two tenants. The
larger of the two tenants occupies approximately 57% of the building while the
other tenant occupies approximately 43% of the building. The lease expire in
December 1999 and June 1998, respectively.
The Applied Communications Building has a single tenant who occupies the entire
building. The tenant's lease expires August 1999.
1996 Comparisons
As of September 30, 1996, the Trust's consolidated revenues for the quarter
ended and nine month period ended are $757,800 and $2,201,512, respectively,
which represents an increase of $24,722 and $57,687 when compared to the results
of the same periods ended September 30, 1995.
-8-
<PAGE>
The increase in revenues for the quarter ended can be attributed to increases in
rental income and real estate tax recovery income. Rental income increased
$14,486 due to the Trust's ability to increase rental rates on lease renewals
and new leases at Atrium at Alpha and the rent step-ups for the single tenant
user at Applied Communications Building. Tax recovery income increased $14,417
due to an increase in real estate taxes at Franklin Park Distribution Center. As
the property's real estate taxes increase any increase in the expense is
directly passed through to the two tenants resulting in a corresponding increase
in the real estate tax recovery income.
The increase in revenues for the nine month periods ended can be attributed to
increases in rental income, tax recovery income and interest income offset by
decreases in expense recovery income and rent concessions. The increases in
rental income and tax recovery income can be attributed to the same factors
discussed when analyzing the quarterly results in the previous paragraph. The
increase in interest income relates to the Trust's ability to better manage and
obtain higher yields on the existing cash reserves. The decrease in expense
recovery income can be attributed to a decrease in recoverable expenses from
1994 to 1995. As recoverable expenses decrease from year to year, the Trust's
ability to pass through expenses becomes limited to the respective tenants'
expense base year.
Consolidated expenses are $694,394 and $2,084,326 for the quarter ended and nine
month period ended September 30, 1996, respectively. For the same periods ended
September 30, 1995 consolidated expense were $685,070 and $2,024,194,
respectively. Consolidated expenses increased $9,324 and $60,132 when comparing
the three and nine month periods ended September 30, 1996 to 1995.
The increase in consolidated expenses for the six month periods ended June 30,
1996 and 1995 relate to increases in real estate taxes ($53,438) and other
operating expenses ($12,325). The increase in real estate taxes can be
attributed to an increase in the property assessment and tax rates at Franklin
Park Distribution Center and Atrium at Alpha. The increase in operating expenses
relates to several expense categories and they are as follows: parking lot
expenditures ($11,774), administrative costs ($7,266) and repairs and
maintenance ($6,884). These increase are offset by a decrease in professional
services ($12,849).
1995 Comparisons
As of September 30, 1995 consolidated revenues for the three and nine month
periods ended were $733,078 and $2,143,825, respectively. For the same periods
ended September 30, 1994 consolidated revenues were $669,355 and 2,042,587,
respectively. On a consolidated basis revenues increased $63,723 and $101,238
when comparing the three and nine month periods ended September 30, 1995 to
1994.
The significant increase in revenues in the third quarter is primarily
attributable to Atrium at Alpha as revenues increased $54,865. The significant
increase is a direct result of higher occupancy and the ability for the Trust to
renew existing leases at higher rental rates. Average occupancy for the third
quarter of 1995 and 1994 were 97% and 84%, respectively.
For the nine month periods ended, the increase in revenues can be attributed to
increases at all the Trust's operating properties. At Applied Communications
Building, Franklin Park Distribution Center and Atrium at Alpha revenues
increased $17,016, $26,313 and $63,168, respectively. The increase at Applied
Communications Building relates to an increase in the tenant's base rent of $.35
per square foot effective January 1, 1995. This also occurred at Franklin Park
-9-
<PAGE>
Distribution Center as the Trust was able to increase one of the major tenants
rental rate through a lease renewal that was effective January 1, 1995. The
remainder of the increase relates to the recovery of real estate taxes. As real
estate taxes increase, any increase can be directly passed through to the
tenants. The most significant increase in revenues occurred at Atrium at Alpha.
At Atrium at Alpha rental revenues and electric reimbursement income increased
offset by a decrease in expense pass through income.The increase in rental
income relates to the Trust's ability to renew leases at higher rates and obtain
new tenants for the unoccupied space at Atrium at Alpha. The increase in
electric reimbursement income is in direct correlation with increases in
electricity expense. The decrease in expense recovery income can be attributed
to operating expenses decreases from 1993 to 1994 of approximately 4% resulting
in actual expenses being lower than the tenant's base years for 1994. Therefore,
in 1995 the Trust has estimated that the expense levels will remain below the
tenant's base years resulting in minimal expense recovery income.
Consolidated expenses for the three and nine month periods ended September 30,
1995 were $685,070 and $2,024,194, respectively. Consolidated expenses when
compared to the same periods ended September 30, 1994 increased $1,630 for the
quarter ended and $8,950 for the nine month period ended. Although consolidated
expenses for the quarter and nine month period ended September 30, 1995 had
minimal increases when compared to the same period ended September 30, 1994,
certain expense categories had noteworthy changes. For the quarter ended
operating expenses increased $11,356 offset by a decrease in interest expense of
$10,164. Operating expenses had increases in professional fees ($7,707) and
management fees ($2,535). The decrease in interest expense was caused by the
November 1994 refinancing of the first mortgage debt at a lower interest rate.
For the nine months ended September 30, 1995 when compared to the nine month
period ended September 30, 1994 real estate taxes increased $22,503,
depreciation and amortization increased $9,053 and management fees increased
$3,996. The increases were offset by a decreases in interest expense of
$30,684.The increase in real estate taxes can be attributed to increases
property value assessments at Franklin Park Distribution Center and Atrium at
Alpha. The increase in depreciation and amortization expense relates to
increased expenditures for tenant alterations and lease commissions at Franklin
Park Distribution Center and Atrium at Alpha. Management fees, as expected,
increased due to increased revenues. The decrease in interest expense relates to
the Trust's refinancing of the first mortgage debt in November 1994. The
interest rate decreased to 8.4%.
Inflation
The effects of inflation did not have a material impact upon the Trust's
operations in fiscal year 1995, and are not expected to have a material impact
in 1996.
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<PAGE>
II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
See Exhibit Index on page 12.
(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: November 12, 1996 By: /s/ Gregory J. Nooney, Jr.
-----------------------------------
Gregory J. Nooney, Jr.
Chief Executive Officer
/s/ Patricia A. Nooney
------------------------------------
Patricia A. Nooney
President and Treasurer
-11-
<PAGE>
EXHIBIT INDEX
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).
27 Financial Data Schedule (provided for the information of the
Securities and Exchange Commission only)
-12-
<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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 322,879
<SECURITIES> 0
<RECEIVABLES> 310,354
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 767,526
<PP&E> 19,090,544
<DEPRECIATION> 5,018,329
<TOTAL-ASSETS> 15,438,863
<CURRENT-LIABILITIES> 269,004
<BONDS> 4,851,431
0
0
<COMMON> 866,624
<OTHER-SE> 10,318,427
<TOTAL-LIABILITY-AND-EQUITY> 15,438,863
<SALES> 2,188,956
<TOTAL-REVENUES> 2,201,512
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,774,839
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 309,487
<INCOME-PRETAX> 117,186
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 117,186
<EPS-PRIMARY> .14
<EPS-DILUTED> 0
</TABLE>
