<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 September 30, 1998
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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.
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(Exact name of Registrant as specified in its charter)
Missouri 43-1339136
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 North Broadway, Suite 1200, St. Louis, MO 63102
- --------------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314) 206-4600
----------------------------
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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 subject to
such filing requirements for the past 90 days. Yes X No .
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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
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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, 1998 there were 866,624 shares of the Registrant's
common stock, par value $1 per share, issued and outstanding.
<PAGE> 2
PART I
Item 1 - Financial Statements:
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<TABLE>
NOONEY REALTY TRUST, INC.
-------------------------
(A REAL ESTATE INVESTMENT TRUST)
--------------------------------
BALANCE SHEETS
--------------
<CAPTION>
Sept. 30, December 31,
1998 1997
(Unaudited)
----------- ------------
<S> <C> <C>
ASSETS:
Cash $ 819,115 $ 657,470
Accounts receivable 248,327 260,085
Prepaid expenses 52,897 28,560
Investment property, at cost:
Land 2,568,955 2,568,955
Buildings and improvements 17,759,802 17,739,921
----------- -----------
20,328,757 20,308,876
Less accumulated depreciation (6,989,717) (6,539,243)
----------- -----------
13,339,040 13,769,633
Deferred expenses - at amortized cost 447,523 211,015
----------- -----------
$14,906,902 $14,926,763
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Liabilities:
Accounts payable and accrued expenses $ 506,119 $ 405,017
Deferred Compensation 142,917 0
Mortgage notes payable 4,668,771 4,740,875
Refundable tenant deposits 37,785 43,093
----------- -----------
Total liabilities 5,355,592 5,188,985
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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 (5,567,846) (5,381,378)
----------- -----------
Total Shareholders' Equity 9,551,310 9,737,778
----------- -----------
$14,906,902 $14,926,763
=========== ===========
SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
</TABLE>
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<PAGE> 3
<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,
1998 1997 1998 1997
--------- --------- ---------- ----------
<S> <C> <C> <C> <C>
REVENUES:
Rental and other income $840,562 $ 783,644 $2,394,905 $2,272,091
Interest 13,817 1,451 16,733 6,786
-------- --------- ---------- ----------
854,379 785,095 2,411,638 2,278,877
EXPENSES:
Interest 98,389 100,360 296,680 302,470
Depreciation and amortization 180,940 187,744 552,419 545,260
Real estate taxes 157,464 142,458 453,786 421,674
Professional services 123,558 188,601 269,573 341,184
Electric 70,787 81,272 166,647 194,660
Advisory fee/G&A Reimbursements 51,300 59,124 161,065 175,787
Cleaning 29,179 27,994 86,437 80,200
Payroll 96,782 21,970 239,819 66,482
Repairs & maintenance 38,322 15,517 86,441 58,641
Insurance 17,552 18,159 52,740 54,646
Office expense 9,388 27,437 36,358 45,704
Other operating expenses 52,362 43,137 196,141 181,816
-------- --------- ---------- ----------
926,023 913,773 2,598,106 2,468,524
-------- --------- ---------- ----------
LOSS FROM OPERATIONS $(71,644) $(128,678) $ (186,468) $ (189,643)
======== ========= ========== ==========
LOSS PER SHARE (Basic & Diluted) $ (0.08) $ (0.15) $ (0.22) $ (0.22)
======== ========= ========== ==========
SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
</TABLE>
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<PAGE> 4
<TABLE>
NOONEY REALTY TRUST, INC.
-------------------------
(A REAL ESTATE INVESTMENT TRUST)
--------------------------------
STATEMENT OF SHAREHOLDERS' EQUITY
---------------------------------
NINE MONTHS ENDED SEPTEMBER 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 (186,468)
Distributions to Shareholders 0
------- -------- ----------- -----------
Balance, Sept. 30, 1998 866,624 $866,624 $14,252,532 $(5,567,846)
======= ======== =========== ===========
SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
</TABLE>
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<PAGE> 5
<TABLE>
NOONEY REALTY TRUST, INC.
-------------------------
(A REAL ESTATE INVESTMENT TRUST)
--------------------------------
STATEMENTS OF CASH FLOWS
------------------------
(UNAUDITED)
-----------
<CAPTION>
Nine Months Ended
Sept. 30, Sept. 30,
1998 1997
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Loss from operations $(186,468) $(189,643)
Adjustments to reconcile earnings (loss) from
operations to net cash provided by operating activities:
Depreciation and amortization 552,419 545,260
Changes in assets and liabilities:
Decrease in accounts receivable 11,758 59,240
Increase in prepaid expenses (24,337) (102,046)
Increase in deferred expenses (317,983) (65,444)
(Decrease) Increase in refundable tenant deposits (5,308) 9,190
Increase in Deferred Compensation 142,917 0
Increase in accounts payable
and accrued expenses 101,102 170,601
--------- ---------
Total Adjustments 460,568 616,801
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Net cash provided by operating activities 274,100 427,158
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CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to investment property (40,351) (165,446)
--------- ---------
Net cash used in investing activities (40,351) (165,446)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions to shareholders 0 (381,315)
Payments on mortgage notes payable (72,104) (66,315)
--------- ---------
Net cash used in financing activities (72,104) (447,630)
--------- ---------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 161,645 (185,918)
CASH AND CASH EQUIVALENTS,
Beginning of period 657,470 641,127
--------- ---------
CASH AND CASH EQUIVALENTS,
End of period $ 819,115 $ 455,209
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid during period for interest $ 296,680 $ 302,470
========= =========
SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
</TABLE>
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<PAGE> 6
NOONEY REALTY TRUST, INC.
-------------------------
(A REAL ESTATE INVESTMENT TRUST)
--------------------------------
NOTES TO UNAUDITED FINANCIAL STATEMENTS
---------------------------------------
THREE AND NINE MONTHS ENDED SEPTEMBER 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. 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, 1998 and for all
periods presented have been made. The results of operations for the three
and nine month periods ended September 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 the 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.
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<PAGE> 7
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 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 Nine Months Ended
September 30, 1998 September 30, 1998
------------------ ------------------
<S> <C> <C>
Net Income (Loss):
As Reported $(71,644) $(186,468)
Pro forma (76,017) (195,191)
Earnings (Loss) per share:
As Reported $(.08) $(.22)
Pro forma (.09) (.23)
</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 24%, risk-free interest rate
of 7%, and an expected life of 5 years.
On August 20, 1998, the Registrant granted 12,500 stock appreciation rights
to the three outside Directors to be paid in cash to the extent the
Registrant's Common Stock price exceeds eight dollars and thirty seven and
one-half cents. The rights vest 20% per year and expire five years after
vesting.
NOTE E:
Basic and diluted loss per share for the three and nine month periods ended
September 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 financial statements for the three and nine month periods ended
September 30, 1998 and 1997.
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<PAGE> 8
ITEM 7: MANAGEMENT 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 Registrant.
Actual results could differ materially from those contemplated by such
statements.
Liquidity and Capital Resources
- -------------------------------
Cash on hand as of September 30, 1998 is $819,115, an increase of $161,645
from year end December 31, 1997. This increase in cash is primarily
attributed to positive cashflows produced by Atrium at Alpha Business Center
and Franklin Park Distribution Center during the nine month period ended
September 30, 1998. During this period, the operations of the property
provided cash flow of $274,100. The Trust paid capital expenditures at the
properties of $40,351 during the first nine months of 1998 and reduced the
mortgage debt by $72,104. 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>
Other Leasing
Capital Capital Total
------- ------- -----
<S> <C> <C> <C>
Atrium at Alpha $ 0 $ 0 $ 0
Applied Communications Building 65,428 0 65,428
Franklin Park Distribution Center 11,890 0 11,890
------- ------- -------
$77,318 $ 0 $77,318
======= ======= =======
</TABLE>
The other capital at Applied Communications Building and Franklin Park
Distribution Center both include anticipated costs for parking lot overlay.
Results of Property Operations
- ------------------------------
The results of operations for the Trust's properties for the quarters ended
September 30, 1998 and 1997 are detailed in the schedule below. Revenues and
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 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
-8-
<PAGE> 9
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 Distribution Communications
Alpha Center Building
----- ------ --------
<S> <C> <C> <C>
1998
----
Revenues $335,243 $233,282 $282,020
Expenses 284,344 147,435 245,942
-------- -------- --------
Net Income 50,899 85,847 36,078
Depreciation and Amortization 90,324 36,276 50,157
-------- -------- --------
Funds from Operations $141,223 $122,123 $ 86,235
======== ======== ========
1997
----
Revenues $320,664 $190,952 $277,909
Expenses 274,815 145,179 233,574
-------- -------- --------
Net Income 45,849 45,773 44,335
Depreciation and Amortization 91,414 44,546 47,601
-------- -------- --------
Funds from Operations $137,263 $ 90,319 $ 91,936
======== ======== ========
</TABLE>
Net income at Atrium at Alpha for the quarters ended September 30, 1998 and
1997 is $50,899 and $45,849, respectively. The increase in net income of
$5,050 is attributable to an increase in revenues of $14,579, partially
offset by an increase in expenses of $9,529. The increase in income is
primarily due to increases in base rental income ($9,480) and escalation
income ($9,553), partially offset by a decrease in electric income ($4,803).
The expenses that increased were in the categories of real estate taxes
($10,877) and professional fees ($7,902), partially offset by a decrease in
parking lot expenses ($9,895).
Net income at Franklin Park Distribution Center for the quarters ended
September 30, 1998 and 1997 is $85,847 and $45,773, respectively. Net income
increased $40,074 when comparing the two quarters, primarily due to an
increase in revenues of $42,330. This can be attributed to a $39,351 rental
income increase due to holdover rent received from a tenant in the lease
renewal negotiating period. There were also slight increases in the common
area maintenance and tax income accounts. Expenses overall remained
relatively stable when comparing the two periods, however operating expenses
increases ($10,526), partially offset by a decrease in amortization expense
($8,270).
At the Applied Communications Building net income for the quarters ended
September 30, 1998 and 1997 is $36,078 and $44,335 respectively. This
decrease in net income of $8,257 can be attributable to an increase in
expenses ($12,368), partially offset by an increase in income ($4,111). The
increase in income is due to an increase in rental income ($9,915), partially
offset by decreases in electric income ($2,559) and escalation income
($3,245). The increase in expenses can primarily be attributed to increases
in repairs and maintenance ($13,219) and amortization ($2,556). These
increases were partially offset by a decrease in electric expense ($4,179).
The increase in repairs and maintenance is due to the cost of sidewalk
repairs at the property.
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<PAGE> 10
Occupancy levels at the Trust's properties during the third 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, 1998, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
Property 1998 1997 1996
-------- ---- ---- ----
<S> <C> <C> <C>
Atrium at Alpha 92% 96% 95%
Franklin Park Distribution Center 100% 100% 100%
Applied Communications Building 100% 100% 100%
</TABLE>
The leasing activity at Atrium at Alpha during the third quarter of 1998
decreased slightly to an occupancy level of 92% as of September 30, 1998.
During the quarter, there were no new or renewed leases. One tenant vacated
906 square feet. The building has two major tenants, one which leases 11% of
the building with a lease expiring May 1999. A proposal was sent with
renewal options to this tenant during third quarter 1998. The other major
tenant occupies 21% of the available space on several leases, with their
major leases expiring July 2001. The tenant had cancellation options on this
space effective July 1999. This tenant also occupies several small suites on
a month to month basis. The tenant and the Registrant have reached a verbal
cancellation agreement and the tenant intends to vacate all but approximately
3000 square feet on October 31, 1998. The Registrant has also reached a
verbal agreement with a new tenant to occupy 14,000 square feet of the space
to be vacated at an 8% increase in the base rental rate. The new tenant is
anticipated to occupy the space as of January 1, 1999.
Franklin Park Distribution Center currently is fully leased by two tenants.
The larger of the two tenants occupies approximately 57% of the building with
a lease expiration date of December 1999. The other tenant occupies
approximately 43% of the building and the lease expired in June 1998. The
tenant is currently on a month to month holdover status and has notified the
Registrant they will vacate on October 31, 1998. The tenant and the
Registrant has 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 distribution needs. The Registrant has hired a large local
Chicago brokerage firm to immediately market the vacant space and locate a
tenant.
The Applied Communications Building has a single tenant who occupies the
entire building. The tenant's lease previously expired in August 1999. The
Registrant and the tenant have signed a new ten year extension which
commenced as of September 1998. This extension provides a 3% increase in
rental income effective each January 1st throughout the life of the lease.
Year 2000 Issues
- ----------------
The Registrant believes that the impact of the year 2000 will not cause the
Registrant to incur a future expense that will have a material impact on
future results. The management company employed by 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 management company 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 crucial
to the management company'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
- ----------------
The Trust's consolidated revenues for the quarter ended and nine month period
ended September 30, 1998 are $854,379 and $2,411,638, respectively, which
represents an increase of $69,284 and $132,761 when compared to the results
of the same periods ended September 30, 1997.
The increase in revenues for the quarter ended can be attributable to
increases in base rental income at both The Atrium Alpha at Business Center
and Franklin Park Distribution Center (the majority being due to the holdover
rent income at Franklin Park as mentioned in the property comparisons) and an
increase of ($12,366) in interest income due to funds earned from a sweep
bank account opened in 1998. The increase for the nine month period is
primarily due to increases in base rental income at all three properties
($143,961). There were also increases in escalation income at Atrium at
Alpha Business Center, interest income, and tax income. These increases were
partially offset by decreases in concessions and electric income at Atrium at
Alpha Business Center.
Consolidated expenses were $926,023 and $2,598,106 for the quarter and nine
month period ended September 30, 1998, respectively. For the same periods
ended September 30, 1997, consolidated expenses were $913,773 and $2,468,524,
respectively. Consolidated expenses increased $12,250 and $129,582 when
comparing the three and nine month periods ended September 30, 1998 to the
prior same periods.
The increase in consolidated expenses for the three month period can be
attributable to increases in real estate tax expense ($15,006), payroll
expense ($74,812), repairs and maintenance ($22,805), and other operating
expenses ($9,225). These increases were partially offset by decreases in
depreciation and amortization ($6,804), professional services ($65,043),
general and administrative reimbursements ($7,824), electric expense
($10,485), and office expenses ($18,049).
The increase in consolidated expenses for the nine month period can be
attributable to increases in depreciation and amortization ($7,159), real
estate tax expense ($32,112), cleaning expense ($6,237), payroll expense
($173,337), repairs and maintenance ($27,800), and other operating expenses
($14,337). These increases for the nine month period ending September 30,
1998 were partially offset by decreases in interest expense ($5,790),
professional services ($71,611), electric expense ($28,013), general and
administrative reimbursements ($14,722), insurance ($1,906), and office
expenses ($9,346).
The most significant increase for both the three and nine month periods
ending September 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".
The increase in repairs and maintenance for both periods is primarily due to
sidewalk repairs at Applied Communications Building and miscellaneous
exterior building repairs at Atrium at Alpha Business Center. The
significant decrease in both periods in professional services is primarily
due to no proxy solicitation and legal costs incurred as was in 1997 in
connection with a special meeting held August 1997 related to a lawsuit filed
against the Trust. However, for the nine month periods ended September 30,
1998 and 1997 legal and other associated costs with pending lawsuit totaled
$200,661 and $290,376, respectively. The above mentioned August 1997 meeting
also attributed to the decreased office and administrative costs in 1998.
1997 Comparisons
- ----------------
The Trust's consolidated revenues for the quarter ended and nine month period
ended September 30, 1997 are $785,095 and $2,278,877, respectively, which
represents an increase of $27,295 and $77,365 when compared to the results of
the same periods ended September 30, 1996.
-11-
<PAGE> 12
The increase in revenues for the quarter ended and nine month period ended
can be attributable to increases in base rental income at both The Atrium At
Alpha Business Center and Applied Communications Building as well as
increases in escalation income at both of these properties, offset by
decreases in real estate tax reimbursement income at Franklin Park
Distribution Center.
Consolidated expenses were $913,773 and $2,468,524 for the quarter ended and
nine month period ended September 30, 1997, respectively. For the same
periods ended September 30, 1996, consolidated expenses were $694,394 and
$2,084,326, respectively. Consolidated expenses increased $219,379 and
$384,198 when comparing the three and nine month periods ended September 30,
1997 to the prior same periods.
The increase in consolidated expenses for the three month period ended
September 30, 1997 can be attributable to an increase in professional
services ($175,814), office expense ($22,068), and other operating expenses
($15,836), partially offset by a decrease in real estate taxes ($9,421). The
increase in expenses relates to professional service fees incurred in
connection with the lawsuit filed against the Trust by one of its
shareholders. Legal fees during the quarter amounted to approximately
$116,000. In addition, a proxy solicitation firm was hired in connection
with the proxy fight for the special meeting held August 8, 1997. The proxy
solicitor fees and costs for the special inspector for the meeting were
approximately $61,000. Office expense increased due to higher printing and
mailing costs for the numerous items sent to shareholders during the proxy
solicitation period. Real estate taxes decreased at the Franklin Park
Distribution Center. Consolidated expenses for the nine month period ended
September 30, 1997 can be attributable to an increase in professional
services ($309,544), office expense ($18,214), and other operating expenses
($40,478), offset by a decrease in real estate taxes ($20,074). The reasons
for the increase for the changes in expense levels for the nine month period
ended are the same as those stated above for the three month period ended
September 30, 1997.
Inflation
- ---------
The effects of inflation did not have a material impact upon the Trust's
operations.
PART II. OTHER LITIGATION
Item 1. Litigation
- ------------------
As of September 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
-12-
<PAGE> 13
Motion for Summary Judgment to dismiss the Registrant's count for declaratory
judgment. The Court has set a briefing schedule under which the Registrant has
been conducting discovery and will respond to Defendants' Motion for Summary
Judgment by December 11, 1998. The Board of Directors intends for the
validity and status of the Excess Shares to 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.
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: November 13, 1998 By: /s/ William J. Carden
---------------------- ----------------------------------
William J. Carden
Chairman and CEO
/s/ Patricia A. Nooney
----------------------------------
Patricia A. Nooney
President and Secretary
-13-
<PAGE> 14
<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)
-14-
</TABLE>
<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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 819,115
<SECURITIES> 0
<RECEIVABLES> 248,327
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,120,339
<PP&E> 20,328,757
<DEPRECIATION> 6,989,717
<TOTAL-ASSETS> 14,906,902
<CURRENT-LIABILITIES> 649,036
<BONDS> 4,668,771
<COMMON> 866,624
0
0
<OTHER-SE> 9,551,310
<TOTAL-LIABILITY-AND-EQUITY> 14,906,902
<SALES> 2,394,905
<TOTAL-REVENUES> 2,411,638
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,311,426
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 296,680
<INCOME-PRETAX> (186,468)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (186,468)
<EPS-PRIMARY> (.22)
<EPS-DILUTED> (.22)
</TABLE>
