<PAGE> 1
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 June 30, 1998
----------------------------------------------------
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
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NOONEY REALTY TRUST, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Missouri 43-1339136
- ------------------------------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 N. Broadway, Ste. 1200, St. Louis, Missouri 63102
- ------------------------------------------------- ---------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314) 206-4600
-----------------------------
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year,
if changed since last report.
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No .
----- -----
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12,13, or 15 (d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court. Yes No
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the issuer's classes of common stock, as of the latest
practicable date. As of June 30, 1997 there were 866,624 shares of the
Registrant's common stock, par value $1 per share, issued and outstanding.
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PART I
Item 1 - Financial Statements:
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<TABLE>
NOONEY REALTY TRUST, INC.
-------------------------
(A REAL ESTATE INVESTMENT TRUST)
--------------------------------
BALANCE SHEETS
--------------
<CAPTION>
June 30, December 31,
1998 1997
ASSETS: (Unaudited)
----------- -----------
<S> <C> <C>
Cash $ 839,168 $ 657,470
Accounts receivable 201,731 260,085
Prepaid expenses 67,419 28,560
Investment property, at cost:
Land 2,568,955 2,568,955
Buildings and improvements 17,757,647 17,739,921
----------- -----------
20,326,602 20,308,876
Less accumulated depreciation 6,836,480 6,539,243
----------- -----------
13,490,122 13,769,633
Deferred expenses - at amortized cost 168,539 211,015
----------- -----------
$14,766,979 $14,926,763
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Liabilities:
Accounts payable and accrued expenses $ 331,263 $ 405,017
Deferred Compensation 81,667 0
Mortgage notes payable 4,693,310 4,740,875
Refundable tenant deposits 37,785 43,093
----------- -----------
Total liabilities 5,144,025 5,188,985
----------- -----------
Shareholders' Equity:
Common Stock, $1 par value;
Authorized, 5,000,000 shares; Issued and
outstanding, 866,624 in 1998 and 1997-See Note F 866,624 866,624
Additional paid-in capital 14,252,532 14,252,532
Distributions in excess of net income (5,496,202) (5,381,378)
----------- -----------
Total Shareholder's Equity 9,622,954 9,737,778
----------- -----------
$14,766,979 $14,926,763
=========== ===========
SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
</TABLE>
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<TABLE>
NOONEY REALTY TRUST, INC.
-------------------------
(A REAL ESTATE INVESTMENT TRUST)
--------------------------------
STATEMENTS OF OPERATIONS
------------------------
(UNAUDITED)
-----------
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30, June 30, June 30,
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
REVENUES:
Rental and other income $786,523 $ 746,845 $1,554,345 $1,488,447
Interest 1,472 2,776 2,916 5,335
-------- --------- ---------- ----------
787,995 749,621 1,557,261 1,493,782
EXPENSES:
Interest 98,897 100,826 198,291 202,110
Depreciation and amortization 186,972 187,198 371,479 357,516
Real estate taxes 151,598 139,608 296,321 279,216
Professional services 63,647 125,431 146,015 152,583
Electric 58,917 63,658 95,861 113,388
Advisory fee/G & A Reimbursements
paid to Nooney, Inc. 51,300 58,107 109,758 116,663
Cleaning 29,104 26,601 57,258 52,206
Payroll 95,056 22,703 143,037 44,512
Repairs & maintenance 35,288 33,082 48,118 43,124
Insurance 17,516 18,676 35,188 36,487
Office expense 15,728 12,613 26,971 18,267
Other operating expenses 70,016 65,815 143,788 138,675
-------- --------- ---------- ----------
874,039 854,318 1,672,085 1,554,747
-------- --------- ---------- ----------
LOSS FROM OPERATIONS $(86,044) $(104,697) $ (114,824) $ (60,965)
======== ========= ========== ==========
LOSS PER SHARE (See Note F) $ (0.10) $ (0.12) $ (0.13) $ (0.07)
======== ========= ========== ==========
SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
</TABLE>
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<TABLE>
NOONEY REALTY TRUST, INC.
-------------------------
(A REAL ESTATE INVESTMENT TRUST)
--------------------------------
STATEMENT OF SHAREHOLDERS' EQUITY
---------------------------------
SIX MONTHS ENDED JUNE 30, 1998
------------------------------
(UNAUDITED)
-----------
<CAPTION>
COMMON STOCK
------------ ADDITIONAL DISTRIBUTION
NUMBER OF PAID-IN IN EXCESS OF
SHARES AMOUNT CAPITAL NET INCOME
------ ------ ------- ----------
(See Note F)
<S> <C> <C> <C> <C>
Balance, January 1, 1998 866,624 $866,624 $14,252,532 $(5,381,378)
Loss from Operations (114,824)
Distributions to Shareholders 0
------- -------- ----------- -----------
Balance, June 30, 1998 866,624 $866,624 $14,252,532 $(5,496,202)
======= ======== =========== ===========
SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
</TABLE>
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<TABLE>
NOONEY REALTY TRUST, INC.
-------------------------
(A REAL ESTATE INVESTMENT TRUST)
--------------------------------
STATEMENTS OF CASH FLOWS
------------------------
(UNAUDITED)
-----------
<CAPTION>
Six Months Ended
June 30, June 30,
1998 1997
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Loss from operations $(114,824) $ (60,965)
Adjustments to reconcile loss from
operations to net cash provided by operating activities:
Depreciation and amortization 371,479 357,516
Changes in assets and liabilities:
Decrease in accounts receivable 58,354 70,815
Increase in prepaid expenses (38,859) (22,007)
Increase in deferred expenses (11,296) (55,442)
(Decrease) Increase in tenant deposits (5,308) 9,190
Increase in Deferred Compensation 81,667 0
(Decrease) Increase in accounts payable and
and accrued expenses (73,754) 35,671
--------- ---------
Total Adjustments 382,283 395,743
--------- ---------
Net cash provided by operating activities 267,459 334,778
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to investment property (38,196) (131,484)
--------- ---------
Net cash used in investing activities (38,196) (131,484)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions to shareholders 0 (381,315)
Payments on mortgage notes payable (47,565) (43,746)
--------- ---------
Net cash used in financing activities (47,565) (425,061)
--------- ---------
NET INCREASE (DECREASE) IN CASH 181,698 (221,767)
CASH, Beginning of period 657,470 641,127
--------- ---------
CASH, End of period $ 839,168 $ 419,360
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid during period for interest $ 198,291 $ 202,110
========= =========
SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
</TABLE>
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NOONEY REALTY TRUST, INC.
(A REAL ESTATE INVESTMENT TRUST)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
THREE AND SIX MONTHS ENDED JUNE 30, 1998 AND 1997
NOTE A:
Refer to the Registrant's financial statements for the year ended December
31, 1997, 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 June 30, 1998 and for all periods
presented have been made. The results of operations for the three and six
month periods ended June 30, 1998, are not necessarily indicative of the
results which may be expected for the entire year.
NOTE C:
The Registrant had employed Nooney Advisors, Ltd., a Missouri Limited
partnership, to serve as the Registrant's investment and financial counselor
and to supervise day-to-day operations of the Registrant. On February 9,
1998, the advisory contract was terminated pursuant to prior notice from the
Board of Directors of the Registrant.
The Registrant's properties were managed by Nooney, Inc. a wholly-owned
subsidiary of CGS Real Estate Company up until February 9, 1998, at which
time the management agreement was terminated pursuant to notice from the
Board of Directors of the Registrant. Certain officers and directors of the
Registrant are also officers and directors of CGS Real Estate Company or one
of its subsidiaries.
On February 10, 1998, the Registrant became a self-advised and self-managed
entity. Nooney, Inc. is reimbursed for general and administrative expenses
incurred on behalf of the Registrant.
NOTE D:
Effective March 1, 1998, the Registrant entered into two five year employment
agreements that are cancelable after three years subject to certain
performance criteria as defined in the employment agreements. Annual
compensation recognizable under the agreements total $300,000 and include
options to purchase an aggregate of 75,000 shares of the Registrant's common
stock at $10.00 per share. No options may be exercised during 1998. The
options vest at a rate of 20% each anniversary date. The Registrant applies
APB Opinion 25, "Accounting for Stock Issued to Employees" and related
interpretations in accounting for its plan. Had compensation cost for the
Registrant's stock-based compensation plans been determined based on the fair
value at the grant dates for awards under the Fixed
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<PAGE> 7
Stock Option Plan consistent with the method of FASB 123, "Accounting for
Stock-Based Compensation", the company's net income/loss and earnings/loss per
share would have been reduced to the pro forma amounts indicated below:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, 1998 June 30, 1998
------------- -------------
<S> <C> <C>
Net Income (Loss):
As Reported $(86,044) $(114,824)
Pro forma (89,456) (119,174)
Earnings (Loss) per share:
As reported $(.10) $(.13)
Pro forma (.10) (.14)
</TABLE>
The fair value of the option grant has been estimated on the date of grant
using the Black-Sholes option pricing model with the following assumptions:
dividend yield of 9.7%, expected volatility of 22.1%, risk-free interest rate
of 7%, and an expected life of 5 years.
NOTE E:
The earnings per share for the three and six month periods ended June 30,
1998 and 1997 have been computed based on 866,624 shares, the number
outstanding during the periods.(See Note F)
NOTE F:
See Part II-Other Information, Item 1-Litigation
NOTE G:
Effective January 1, 1998, the Registrant adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income," which
established standards for the reporting and display of comprehensive income
and its components. The adoption of this statement did not affect the
Registrant's consolidated financial statements for three and six month
periods ended June 30, 1998 and 1997.
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ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS
-------------------------
It should be noted that this 10-Q contains forward-looking information (as
defined in the Private Securities Litigation Reform Act of 1995) that
involves risk and uncertainty, including trends in the real estate investment
market, projected leasing and sales, and the future prospects for the
Registrant. Actual results could differ materially from those contemplated
by such statements.
Liquidity and Capital Resources
- -------------------------------
Cash on hand as of June 30, 1998 is $839,168, an increase of $181,698 from
the year end December 31, 1997. This increase in cash is primarily
attributed to the positive cashflows produced by Atrium at Alpha Business
Center, Applied Communications Building, and Franklin Park Distribution
Center during the first and second quarters. During the first six months of
1998 the operations of the properties provided cash flow of $267,459. The
Trust paid tenant improvements at the properties of $38,196 during the first
six months of 1998, in addition to making payments on mortgage notes payable
in the amount of $47,565. Based on the current cash position and the
properties' ability to provide operating cash flow, the Trust expects the
properties to fund capital expenditures for the remainder of 1998. The
anticipated capital expenditures by property are as follows:
<TABLE>
<CAPTION>
Leasing Capital Other Capital Total
--------------- ------------- -----
<S> <C> <C> <C>
Atrium at Alpha Business Center $ 87,627 $ 46,600 $134,227
Applied Communications Building 307,853 65,428 373,281
Franklin Park Distribution Center 0 12,920 12,920
-------- -------- --------
$395,480 $124,948 $520,428
======== ======== ========
</TABLE>
The leasing capital at Atrium at Alpha includes funds for tenant alterations
and lease commissions for new and renewal tenants. Other Capital at Atrium
at Alpha will be expended for the replacement of heating and air conditioning
compressor, suite signage, and elevator upgrades. At Applied Communications
Building, leasing capital includes a lease commission anticipated to be paid
for the 10 year lease renewal of the property's only tenant. Other Capital
at Applied Communications represents payment anticipated for parking lot
overlay. At Franklin Park Distribution Center, other capital also represents
parking lot overlay.
Results of Property Operations
- ------------------------------
The results of operations for the Trust's properties for the quarters ended
June 30, 1998 and 1997 are detailed in the schedule below. Expenses of the
Trust are excluded.
Funds from Operations
- ---------------------
The white paper on Funds from Operations approved by the board of governors
of NAREIT in March 1995 defines funds from operations as net income (loss)
(computed in accordance with GAAP), excluding gains (or losses) from debt
restructuring and sales of property, plus real estate related depreciation
and amortization and after adjustments for unconsolidated partnership and
joint ventures. The Trust computes Funds from Operations in accordance with
the standards established by the white paper which may differ from the
methodology for calculating Funds from Operations utilized by other equity
REITs, and, accordingly, may not be comparable to such other REITs. Funds
from Operations do
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<PAGE> 9
not represent amounts available for management's discretionary use because of
needed capital replacement or expansion, debt service obligations,
distributions, or other commitments and uncertainties. Funds from Operations
should not be considered as an alternative to net income (determined in
accordance with GAAP) as an indication of the Trust financial performance or to
cash flows from operating activities (determined in accordance with GAAP) as a
measure of the Trust liquidity, nor is it indicative of funds available to fund
the Trust cash needs including its ability to make distributions. The Trust
believes Funds from Operations are helpful to investors as measures of the
performance of the Trust because along with cash flows from operating
activities, financing activities and investing activities, they provide
investors with an understanding of the ability of the Trust to incur and service
debt and make capital expenditures.
<TABLE>
<CAPTION>
Franklin Park Applied
Atrium at Alpha Distribution Communications
Business Center Center Building
--------------- ------------ --------------
<S> <C> <C> <C>
2nd Quarter 1998
- ----------------
Revenues $332,865 $192,122 $275,483
Expenses 284,332 147,645 243,945
-------- -------- --------
Net Income 48,533 44,477 31,538
Depreciation and Amortization 90,643 44,546 47,601
-------- -------- --------
Funds from Operations $139,176 $ 89,023 $ 79,139
======== ======== ========
2nd Quarter 1997
- ----------------
Revenues $295,542 $184,065 $271,524
Expenses 273,672 154,948 235,445
-------- -------- --------
Net Income 21,870 29,117 36,079
Depreciation and Amortization 90,869 44,546 47,601
-------- -------- --------
Funds from Operations $112,739 $ 73,663 $ 83,680
======== ======== ========
</TABLE>
Net income at Atrium at Alpha for the quarters ended June 30, 1998 and 1997
is $48,533 and $21,870, respectively. Revenues increased $37,323 from
increases in rental income ($35,797) due to higher base rental rates, and
escalation income ($8,078). These increases were partially offset by a
decrease in electric income ($7,026). Expenses increased $10,660 due to
increases in the upkeep of tenant common areas ($4,289), parking
lot/landscaping ($3,254), real estate taxes ($10,876), painting ($1,051), and
vacancy expense ($6,002). These increased expenses were partially offset by
decreases in electric ($4,937), payroll ($2,663), and repairs and maintenance
($7,164).
Net income at Franklin Park Distribution Center for the quarters ended June
30, 1998 and 1997 is $44,477 and $29,117, respectively. Revenues increased
$8,057 when comparing the two quarters due to increases in base rental,
common area maintenance, and tax income. Expenses remained relatively
stable when comparing the two periods.
Net income at the Applied Communications Building for the quarters ended June
30, 1998 and 1997 is $31,538 and $36,079, respectively. Revenues increased
$3,959 during the quarter ended June 30, 1998 when compared to the quarter
ended June 30, 1997. The increase in revenue is due to an increase in
electric income as well as an increase in the base rental income offset by a
decrease in escalation income. Operating expenses increased $8,500 when
comparing the two quarters due to increases in repairs and maintenance
($7,046) and landscaping expenses ($2,000).
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<PAGE> 10
Occupancy levels at the Trust's properties during the second quarter remain
at a high level. This can be attributable to the Trust's ability to renew
the properties major tenants as their leases mature. The occupancy levels at
June 30, 1998, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
Occupancy levels as of June 30,
-------------------------------
Property 1998 1997 1996
-------- ---- ---- ----
<S> <C> <C> <C>
Atrium at Alpha Business Center 93% 93% 95%
Franklin Park Distribution Center 100% 100% 100%
Applied Communications Building 100% 100% 100%
</TABLE>
The leasing activity at Atrium at Alpha Business Center during the second
quarter resulted in an increase in occupancy to 93% as of June 30, 1998.
During the quarter two tenants signed new leases to occupy 1,740 square feet;
three existing tenants renewed their leases for 7,334 square feet and one
tenant vacated 743 square feet. The property has two major tenants, one which
leases 11% of the building with a lease expiring May 1999. The other major
tenant occupies 21% of the available space on several leases, with their
major leases expiring July 2001.The tenant has cancellation options on this
space effective July 1999. This tenant also occupies several small suites
on a month to month basis. This tenant has notified management that they
intend to vacate all but approximately 3000 square feet in August 1998. The
tenant has hired a local broker to try to sublease their space until their
cancellation date. To date no new tenant has been located. The Registrant
feels the space can be released to one or more new tenants at a higher rental
rate than this tenant has been paying, commencing in July 1999.
The Franklin Park Distribution Center is currently fully leased by two
tenants. The larger tenant occupies approximately 57% of the building on a
lease expiring in December 1999. The other tenant occupies 43% of the space
on a lease which expired June 30, 1998. The tenant is currently on a month
to month holdover status. The tenant and the Registrant had reached a verbal
agreement on a long term renewal but prior to executing the lease document
the tenant purchased another company and determined that the Franklin Park
facility did not have adequate space to handle their new distribution needs.
The tenant has notified the Registrant that they intend to vacate in the fall
of 1998. The Registrant has hired a large local Chicago brokerage firm to
immediately market the vacant space and locate a new tenant.
The Applied Communications Building has a single tenant who occupies the
entire building on a lease which expires August 1999. The Registrant and
tenant have reached a verbal agreement on a new ten year extension commencing
September 1998 and the Registrant is anticipating executing this extension in
August 1998.
Year 2000 Issues
- ----------------
The Registrant believes that the impact of the year 2000 will not have a
material impact on future results. The Registrant utilizes various computer
software packages as tools in running its accounting operations. The
Registrant's properties are maintained on software provided by a third party.
The Registrant has received information from that company indicating that the
main software program has all its core products already compatible with 2000
dates and that these have been proven in the field for over five years. A
few of the add on products that are not critical to the Registrant's business
are in the process of being updated and the third party vendor anticipates
compliance by the end of 1998.
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<PAGE> 11
1998 Comparisons
- ----------------
As of June 30, 1998, the Trust's consolidated revenues for the quarter ended
and six month period ended are $787,995 and $1,557,261, respectively, an
increase of $38,374 and $63,479 when compared to the results of the same
periods ended June 30, 1997. The increase in revenues for the three and six
month periods ended can be attributable to increases in base rental income
$46,840 and $85,215, escalation income $3,982 and $13,641 and
miscellaneous/tax income $6,008 and $8,282, when compared to the three and
six months ended June 30, 1997. These increases in income were partially
offset by decreases in rent concessions $13,298 and $26,967, electric income
$4,251 and $15,588, and interest income $1,304 and $2,419. The increase in
base rental income is due to higher rental rates at all three properties when
compared to 1997.
Consolidated expenses are $874,039 and $1,672,085 for the quarter and six
month period ended June 30, 1998, respectively. For the same periods ended
June 30, 1997, consolidated expenses were $854,318 and $1,554,747.
Consolidated expenses increased $19,721 for the three month period ended June
30, 1998 when compared to June 30, 1997. Consolidated expenses increased
$117,338 when comparing the six months ended June 30, 1998 to the six month
period ended June 30, 1997. The increase in consolidated expenses for the
three month period ended June 30, 1998 can be attributed to increases in real
estate taxes ($11,990), other operating expenses ($4,201), and payroll
($72,353). These increases were partially offset by decreases in
professional services ($61,784) and advisory fees/general and administrative
reimbursement ($6,807). The increase in expenses for the six month period
ending June 30, 1998 can be attributable to increases in
depreciation/amortization ($13,963), real estate taxes ($17,105), cleaning
($5,052), payroll ($98,525), repairs and maintenance ($4,994) and office
expense ($8,704). These increases were partially offset by decreases in
professional services ($6,568), advisory fees/general and administrative
reimbursement ($6,905), and electric expense ($17,527). The most significant
increase for both the three and six month period ending June 30, 1998 is
payroll, which can be attributed to the employment agreements effective March
1998. For additional information, refer to "Note D" on page 7 in the "Notes
to Unaudited Financial Statements". For the three month period only, the
significant decrease in professional services is due to 1997 second quarter
reflected costs for a special meeting held in connection with a lawsuit filed
against the Trust. However, please note that for the six month periods ended
June 30, 1998 and 1997 legal and other related costs associated with pending
lawsuit totaled $101,140 and $113,120, respectively.
1997 Comparisons
- ----------------
As of June 30, 1997, the Trust's consolidated revenues for the quarter ended
and six month period ended are $749,621 and $1,493,782, respectively, an
increase of $32,382 and $50,069 when compared to the results of the same
periods ended June 30, 1996. The increase in revenues for the three and six
month periods ended can be attributable to increases in base rental income
$16,790 and $36,355 and escalation income $28,874 and $32,135 when compared
to the three and six months ended June 30, 1996. The increase in income is
attributable to the Atrium at Alpha Business Center and the Applied
Communications Building.
Consolidated expenses are $854,318 and $1,554,747 for the quarter ended and
the six month period ended June 30, 1997, respectively. For the same periods
ended June 30, 1996, consolidated expenses were $687,735 and $1,389,930.
Consolidated expenses increased $166,583 for the three month period ended
June 30, 1997 when compared to June 30, 1996. Consolidated expenses increase
$164,817 when comparing the six months ended June 30, 1997, to the six month
period ended June 30, 1996. The increase in consolidated expenses for the
three month period ended June 30, 1997 can be attributable to increases in
professional services ($114,896), repairs and maintenance ($21,699),
depreciation and
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<PAGE> 12
amortization ($8,476) and payroll ($6,093). The increase in expenses for the
six month period ending June 30, 1997 can be attributable to increases in
professional services ($133,728), other operating expenses ($24,646), repairs
and maintenance ($15,506) and payroll ($10,087), partially offset by decreases
in real estate taxes ($10,653) and interest ($3,512). The most significant
increase is in professional services which is due to the legal fees incurred in
connection with the lawsuit filed against the Trust by one of its shareholders.
Legal fees were incurred for preparation and advice to the board of directors in
connection with a special meeting held during the second quarter, appearance in
court and preparation of court materials in defense of the suit, and review of
proxy materials prior to mailing to shareholders. A more complete description
of the lawsuit can be found by referring to Item 1 of Part II. Other Information
on page 12 of this report. The legal fees incurred in connection with this
lawsuit were approximately $111,000 or $.13 per share for the three month period
ended June 30, 1997.
Inflation
- ---------
The effects of inflation did not have a material impact upon the Trust's
operations.
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<PAGE> 13
PART II. OTHER LITIGATION
Item 1. Litigation
- ------------------
As of June 30, 1998, the Registrant was a party to a lawsuit entitled Nooney
Realty Trust, Inc. v. David L. Johnson, et al. This lawsuit has been filed
in the Circuit Court of Jackson County, Missouri. On August 18, 1997, the
Registrant filed a petition for declaratory judgment against certain
individuals and entities who claim to hold shares of the Registrant. The
Registrant initiated the suit to obtain a judicial determination of the
validity and status of some of the Registrant's shares (known as "Excess
Shares") which Defendants claim to have purchased as a group on August 26,
1997. The Defendants moved to dismiss the suit and/or to stay the suit
pending resolution of a mandamus suit filed by KelCor, Inc. against the
Registrant on August 7, 1997, in St. Louis County, Missouri. On December 9,
1997, the Court denied Defendant's motion to dismiss the suit but stayed the
case pending disposition of the mandamus action. The mandamus action has
been resolved in favor of the Registrant. On July 10, 1998, pursuant to a
motion made by Defendants on June 25, 1998, the Court ordered that the
December 9,1997 order staying the proceedings was lifted and that the case
should be placed on the active trial docket. On July 7, 1998, the Registrant
filed an Amended Petition to add two additional Defendants to the case and to
add additional claims against the Defendants for malicious prosecution and
abuse of process. The Defendants, on August 3, 1998, filed a Motion for
Summary Judgment to dismiss the Registrant's count for declaratory judgment.
The Registrant intends to respond to the Defendants' Motion for Summary
Judgment on or before August 24, 1998. The Board of Directors plans to
conduct this case so that the validity and status of the Excess Shares can be
finally determined pursuant to this suit.
While the results of such litigation cannot be predicted with certainty,
management, after discussion with counsel, believes the final outcome will
not have a material adverse effect on the financial position and results of
operations reflected in the financial statements presented herein. In
addition, a determination in the lawsuit that the Registrant's shares at
issue are Excess Shares may result in these shares being returned to the
Registrant's treasury without compensation, thus reducing the number of
shares outstanding and increasing shareholders' equity per outstanding share.
At this point, however, management cannot predict with certainty whether such
shares will be deemed to be Excess Shares or how such shares will be treated
if they are deemed to be Excess Shares. Once the validity and status of the
Excess Shares can be determined, the Registrant will be in a position to hold
an Annual Meeting. Until the validity of the Excess Shares is known, the
payment of dividends has been suspended. In order for the Registrant to
continue to qualify as a REIT, substantially all of the Registrant's taxable
income must be distributed to its shareholders. Accordingly, lack of
resolution of the status of the Excess Shares could affect the Registrant's
ability to continue to qualify as a REIT under the Internal Revenue Code in
the future. The cost of this lawsuit may negatively impact earnings during
1998.
-13-
<PAGE> 14
Item 6. Exhibits and Reports on Form 8-K
- ----------------------------------------
(a) Exhibits
See Exhibit Index.
(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: August 14, 1998 By: /s/ William J. Carden
----------------------- ------------------------------
William J. Carden
Chairman and CEO
/s/ Patricia A. Nooney
------------------------------
Patricia A. Nooney
President and Secretary
-14-
<PAGE> 15
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit Number Description
- -------------- -----------
<C> <S>
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 and Exchange Act of 1933, as amended, (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 fiscal year ended December 31,
1987, as filed pursuant to Rule 13a-1 under the
Securities Exchange Act of 1934, as amended, (File No.
0-13754)
27 Financial Data Schedule (provided for the information
of the U.S. Securities and Exchange Commission only)
</TABLE>
-15-
<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>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 839,168
<SECURITIES> 0
<RECEIVABLES> 201,731
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,108,318
<PP&E> 20,326,602
<DEPRECIATION> (6,836,480)
<TOTAL-ASSETS> 14,766,979
<CURRENT-LIABILITIES> 412,930
<BONDS> 4,693,310
<COMMON> 866,624
0
0
<OTHER-SE> 9,622,954
<TOTAL-LIABILITY-AND-EQUITY> 14,766,979
<SALES> 1,554,345
<TOTAL-REVENUES> 1,557,261
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,473,794
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 198,291
<INCOME-PRETAX> (114,824)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (114,824)
<EPS-PRIMARY> (.13)
<EPS-DILUTED> 0
</TABLE>
