<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter period ended September 30, 1999
-------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
--------------------- ----------------------
Commission file number 0-13754
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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.)
One Memorial Drive, Suite 1000, St. Louis, MO 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 September 30, 1999 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,
1999 1998
(Unaudited)
----------- ------------
<S> <C> <C>
ASSETS:
Cash $ 154,915 $ 505,365
Accounts receivable 263,664 174,231
Prepaid expenses 50,135 31,908
Investment property, at cost:
Land 1,311,300 2,568,955
Buildings and improvements 12,696,500 17,616,281
----------- -----------
14,007,800 20,185,236
Less accumulated depreciation (5,050,635) (6,830,183)
----------- -----------
8,957,165 13,355,053
Investment property held for sale 4,506,154 0
Deferred expenses - at amortized cost 434,151 490,980
----------- -----------
$14,366,184 $14,557,537
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Liabilities:
Accounts payable and accrued expenses $ 660,851 $ 404,986
Deferred Compensation 387,917 204,167
Mortgage notes payable 4,565,313 4,643,712
Refundable tenant deposits 56,172 56,953
----------- -----------
Total liabilities 5,670,253 5,309,818
----------- -----------
Shareholders' Equity:
Common Stock, $1 par value;
Authorized, 5,000,000 shares; Issued and
outstanding, 866,624 in 1999 and 1998-See Note F 866,624 866,624
Additional paid-in capital 14,252,532 14,252,532
Distributions in excess of net income (6,423,225) (5,871,437)
----------- -----------
Total Shareholders' Equity 8,695,931 9,247,719
----------- -----------
$14,366,184 $14,557,537
=========== ===========
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,
1999 1998 1999 1998
---------- --------- ---------- ----------
<S> <C> <C> <C> <C>
REVENUES:
Rental and other income $ 743,334 $ 840,562 $2,225,163 $2,394,905
Interest 2,376 13,817 9,780 16,733
---------- --------- ---------- ----------
745,710 854,379 2,264,943 2,411,638
EXPENSES:
Interest 96,246 98,389 290,384 296,680
Depreciation and amortization 161,357 180,940 517,268 552,419
Real estate taxes 145,418 157,464 481,861 453,786
Professional services 244,716 123,558 452,178 269,573
Electric 65,452 70,787 158,683 166,647
Advisory fee/G&A Reimbursements 51,300 51,300 153,900 161,065
Cleaning 29,758 29,179 89,204 86,437
Payroll 97,684 96,782 301,223 239,819
Repairs & maintenance 20,740 38,322 47,563 86,441
Insurance 35,977 17,552 74,561 52,740
Office expense 8,967 9,388 29,054 36,358
Other operating expenses 52,914 52,362 220,852 196,141
---------- --------- ---------- ----------
1,010,529 926,023 2,816,731 2,598,106
---------- --------- ---------- ----------
LOSS FROM OPERATIONS $(264,819) $(71,644) $(551,788) $(186,468)
========== ========= ========== ==========
LOSS PER SHARE $ (0.31) $ (0.08) $ (0.64) $ (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, 1999
------------------------------------
(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, 1999 866,624 $866,624 $14,252,532 $(5,871,437)
Loss from Operations (551,788)
Distributions to Shareholders 0
------- -------- ----------- ------------
Balance, Sept. 30, 1999 866,624 $866,624 $14,252,532 $(6,423,225)
======= ======== =========== ============
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,
1999 1998
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Loss from operations $(551,788) $(186,468)
Adjustments to reconcile loss from
operations to net cash provided by operating activities:
Depreciation and amortization 517,268 552,419
Changes in assets and liabilities:
(Increase) Decrease in accounts receivable (89,433) 11,758
Increase in prepaid expenses (18,227) (24,337)
Increase in deferred expenses (78,463) (317,983)
Decrease in refundable tenant deposits (781) (5,308)
Increase in Deferred Compensation 183,750 142,917
Increase in accounts payable
and accrued expenses 255,866 101,102
---------- ----------
Total Adjustments 769,980 460,568
---------- ----------
Net cash provided by operating activities 218,192 274,100
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to investment property (490,241) (40,351)
---------- ----------
Net cash used in investing activities (490,241) (40,351)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions to shareholders 0 0
Payments on mortgage notes payable (78,400) (72,104)
---------- ----------
Net cash used in financing activities (78,400) (72,104)
---------- ----------
NET (DECREASE) INCREASE IN CASH
CASH EQUIVALENTS (350,449) 161,645
CASH AND CASH EQUIVALENTS,
Beginning of period 505,365 657,470
---------- ----------
CASH AND CASH EQUIVALENTS,
End of period $ 154,916 $ 819,115
========== ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid during period for interest $ 290,384 $ 296,680
========== ==========
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, 1999 AND 1998
-------------------------------------------------------
NOTE A:
Refer to the Registrant's financial statements for the year ended December
31, 1998, 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, 1999 and for all
periods presented have been made. The results of operations for the three
and nine month periods ended September 30, 1999, 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:
On February 24, 1999 the Trust granted 12,500 stock appreciation rights to
two officers to be paid in cash to the extent the Trust's common stock price
exceed $7.75. The rights vest 20% per year and expire five years after
vesting.
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<PAGE> 7
NOTE E:
Basic and diluted loss per share for the six month periods ended September
30, 1999 and 1998 have been computed based on 866,624 shares the number
outstanding during the periods.
NOTE F:
The trust is 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 Trust filed a petition
for declaratory judgement against certain individuals and entities who claim
to hold shares of the Trust. The Trust initiated the suit to obtain a
judicial determination of the validity and status of some of the Trust's
shares (known as "Excess Shares") which Defendants claim to have purchased as
a group on August 26, 1997. On July 7, 1998, the Trust filed an Amended
Petition to add two additional Defendants to the case and to add additional
claims against certain of the Defendants for malicious prosecution and abuse
of process. The Defendants, on August 3, 1998, filed a Motion for Summary
Judgement to dismiss the Trust's count for declaratory judgment. On December
11, 1998, the Trust filed its cross-motion for summary judgment on the
declaratory judgment count. On April 27, 1999, the Court entered summary
judgment for Defendants on the Trust's declaratory judgment count and
designated this decision for appeal without awaiting resolution of the
Trust's remaining claims. The Trust has appealed the judgement.
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
the operations reflected in the financial statements that are incorporated by
reference. Once the validity and status of the Excess Shares can be
determined, the Trust 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 Trust to continue to qualify as a REIT,
substantially all of the Trust's taxable income must be distributed to its
shareholders. Accordingly, lack of resolution of the status of the Excess
Shares could affect the Trust's ability to continue to qualify as a REIT
under the Internal Revenue Code in the future. The cost of these lawsuits
negatively impacted earnings during 1999, 1998 and 1997.
NOTE G:
The Registrant has no items of other comprehensive income, accordingly net
income and other comprehensive income are the same.
NOTE H:
The Trust has three reportable operating segments: Atrium at Alpha Business
Center, Franklin Park Distribution Center, and Applied Communications
Building. The Trust's management evaluates performance of each segment based
on profit or loss from operations before allocation of general and
administrative expenses, unusual and extraordinary items, and interest.
-7-
<PAGE> 8
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
--------- -------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues:
Atrium at Alpha $ 324,109 $335,243 $ 989,912 $ 989,390
Franklin Park 107,608 233,282 352,157 619,006
ACI Building 276,927 282,020 808,730 829,862
--------- -------- ---------- ----------
708,644 850,545 2,150,799 2,438,258
========= ======== ========== ==========
Operating Profit:
Atrium at Alpha $ 37,257 $ 50,899 $ 151,270 $ 162,409
Franklin Park (36,714) 85,847 (131,274) 168,786
ACI Building 86,564 36,078 192,584 130,405
--------- -------- ---------- ----------
87,107 172,824 212,580 461,600
========= ======== ========== ==========
Capital Expenditures:
Atrium at Alpha $ 116,838 $ 2,155 $ 290,241 $ 40,351
Franklin Park 0 0 200,000 0
ACI Building 0 0 0 0
--------- -------- ---------- ----------
116,838 2,155 490,241 40,351
========= ======== ========== ==========
Depreciation and Amortization:
Atrium at Alpha $ 99,500 $ 90,324 $ 287,504 $ 269,145
Franklin Park 36,375 36,276 109,126 125,367
ACI Building 14,909 50,157 101,681 145,360
--------- -------- ---------- ----------
150,784 176,757 498,311 539,872
========= ======== ========== ==========
Assets:
<CAPTION>
As of: September 30, 1999 December 31, 1998
------------------ -----------------
<S> <C> <C>
Atrium at Alpha $2,737,718 $2,471,471
Franklin Park 960,258 1,073,508
ACI Building 2,297,618 2,116,365
---------- ----------
5,995,594 5,661,344
========== ==========
</TABLE>
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<PAGE> 9
Reconciliation of segment data to the Trust's consolidated data follow:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues:
Segments $ 708,644 $ 850,545 $2,150,799 $2,438,258
Corporate and other 37,066 3,834 114,144 (26,620)
---------- ---------- ---------- ----------
745,710 854,379 2,264,943 2,411,638
========== ========== ========== ==========
Operating Profit:
Segments $ 87,107 $ 172,824 $ 212,580 $ 461,600
Corporate and other income 37,066 3,834 114,144 (26,620)
General and admin expenses (388,992) (248,302) (878,512) (621,448)
---------- ---------- ---------- ----------
Net Loss (264,819) (71,644) (551,788) (186,468)
========== ========== ========== ==========
Depreciation and Amortization
Segments $ 150,784 $ 176,757 $ 498,311 $ 539,872
Corporate and other 10,573 4,183 18,957 12,547
---------- ---------- ---------- ----------
161,357 180,940 517,268 552,419
========== ========== ========== ==========
Assets:
<CAPTION>
As of: September 30, 1999 December 31, 1998
------------------ -----------------
<S> <C> <C>
Segments $ 5,995,594 $ 5,661,344
Corporate and other 8,370,590 8,896,193
----------- -----------
14,366,184 14,557,537
=========== ===========
</TABLE>
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<PAGE> 10
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, 1999 is $154,915, a decrease of $350,450
from year end December 31, 1998. This decrease in cash is primarily
attributed to payments made during the year for tenant alteration and
investment property additions. The second installment of the real estate
taxes at Applied Communications Center were not made during the third quarter
of 1999. The Trust anticipates payment to be made in full during the fourth
quarter of the current year. During the nine month period ending September
30, 1999, the operations of the property provided cash flow of $218,192. The
Trust paid capital expenditures at the properties of $490,241 during the
first nine months of 1999 and reduced the mortgage debt by $78,400. The
Trust anticipates cashflow on hand to fund projected capital expenditures for
the remainder of 1999. The anticipated capital expenditures by property are
as follows:
<TABLE>
<CAPTION>
Other Leasing
Capital Capital Total
-------- ------- --------
<S> <C> <C> <C>
Atrium at Alpha $128,214 $33,000 $161,214
Applied Communications Building 0 0 0
Franklin Park Distribution Center 0 0 0
-------- ------- --------
$128,214 $33,000 $161,214
======== ======= ========
</TABLE>
The other capital at Atrium at Alpha Business Center is for tenant
improvements and lease commissions for new and renewal tenants. Other
Capital is anticipated for lobby renovations at the property. The Trust
reviews cash reserves on a regular basis prior to beginning scheduled capital
improvements. In the event there is not adequate funds, the capital
improvement scheduled will be postponed until such funds are available.
Results of Property Operations
- ------------------------------
The results of operations for the Trust's properties for the quarters ended
September 30, 1999 and 1998 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
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<PAGE> 11
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 Distribution Communications
Alpha Center Building
-------- --------- --------
<S> <C> <C> <C>
1999
----
Revenues $324,109 $ 107,608 $276,927
Expenses 286,852 144,322 190,363
-------- --------- --------
Net Income 37,257 (36,714) 86,564
Depreciation and Amortization 99,500 36,375 14,909
-------- --------- --------
Funds from Operations $136,757 $ (339) $101,473
======== ========= ========
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
======== ========= ========
</TABLE>
Net income at Atrium at Alpha for the quarters ended September 30, 1999 and
1998 is $37,257 and $50,899, respectively. The decrease in net income of
$13,642 is attributable to a decrease in revenues of $11,134 and an increase
in expenses of $2,508. The decrease in revenue is primarily due to decreases
in base rental revenues and escalation revenues as a result of the decreased
occupancy level than that of the same period in 1998. Expenses remained
relatively stable when comparing the two periods, however the following
fluctuations occurred. Increases were reflected in depreciation/amortization
($9,176) and payroll ($5,171). These increases were partially offset by
decreases in real estate tax expense ($5,170), electricity ($2,761), and
professional fees ($4,169). The additional depreciation and amortization is
due to capital additions posted in 1999.
Net (loss) income at Franklin Park Distribution Center for the quarters ended
September 30, 1999 and 1998 is ($36,714) and $85,847, respectively. Net
income decreased $122,561 when comparing the two quarters, primarily due to a
decrease in revenues of $125,774. This can be attributed to an overall
decrease in revenues related to the significant decrease in occupancy when
compared to that of the same period, prior year. Expenses decreased $3,113
when comparing the two periods, primarily due to a decrease in real estate
tax expense as a result of a lower assessment and related annual tax at the
property.
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<PAGE> 12
At the Applied Communications Building net income for the quarters ended
September 30, 1999 and 1998 is $86,564 and $36,078 respectively. This
increase in net income of $50,486 can be attributable to a decrease in
expenses of $55,579 and a decrease in revenues of $5,093. The decrease in
revenues is due primarily to decreases in escalation revenue and utility
reimbursements. The decrease in expenses can primarily be attributed to
decreases in depreciation/amortization ($35,248), payroll ($5,319), and
repairs and maintenance related expenses ($12,321), partially offset by an
increase in other operating expenses ($2,402). The decrease in repairs and
maintenance expenses is due to the cost of sidewalk repairs at the property
in 1998 that were not necessary in 1999. The payroll decrease can be
attributed to one less maintenance employee in 1999, than was on staff in
1998. The decrease in depreciation/amortization is due to the lack of
depreciation posted as a result of the property's sale status throughout the
reporting period.
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, 1999, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
Property 1999 1998 1997
-------- ---- ---- ----
<S> <C> <C> <C>
Atrium at Alpha 84% 92% 96%
Franklin Park Distribution Center 57% 100% 100%
Applied Communications Building 100% 100% 100%
</TABLE>
The leasing activity at Atrium at Alpha Business Center during the third
quarter resulted in a decrease in occupancy to 84% as of September 30, 1999.
During the quarter one existing tenant renewed their lease for 2,348 square
feet and two tenants vacated 4,765 square feet. The property had two major
tenants during the quarter, one which leased 11% of the building with a lease
which expired May 1999. This tenant is currently on a month to month status
and in negotiations with the Registrant on a renewal of 8% of the available
space. The remaining 3% occupied by this tenant, has been vacated. The other
major tenant occupies 15% of the available space on a lease which expires
December 2003.
Occupancy at Franklin Park Distribution Center remained at 57% during the
3rd quarter. There is one tenant which occupies approximately 57% of the
building with a lease which expires in December 2004. The Registrant has
renovated the vacant space and is aggressively marketing the space through a
local broker.
The Applied Communications Building has a single tenant who occupies the
entire building. The tenant's lease expires August 2008.
The Trust reviews long-lived assets for impairment whenever events or changes
in circumstances indicate that the carrying amount of a property may not be
recoverable. The Trust considers a history of operating losses or a change
in occupancy to be primary indicators of potential impairment. The Trust
deems the Property to be impaired if a forecast of undiscounted future
operating cash flows directly related to the Property, including disposal
value, if any, is less than its carrying amount. If the Property is
determined to be impaired, the loss is measured as the amount by which the
carrying amount of the Property exceeds its fair value. Fair value is based
on quoted market prices in active markets, if available. If quoted market
prices are not available, an estimate of fair value is based on the best
information available, including prices for similar properties or the results
of valuation techniques such as discounting estimated future cash flows.
Considerable management judgement is necessary to estimate fair value.
Accordingly, actual results could vary significantly from such estimates.
-12-
<PAGE> 13
Year 2000 Issues
- ----------------
Information Technology Systems
- ------------------------------
The Trust utilizes computer software for its corporate and real property
accounting records and to prepare its financial statements, as well as for
internal accounting purposes. The vendor of the Trust's software has
informed the Trust that it is Year 2000 compliant. The Trust believes after
reasonable investigation that its information technology hardware is Year
2000 compliant. However, in the event that such systems should fail, as a
contingency plan, the Trust could prepare all required accounting entries
manually, without incurring material additional operating expenses.
Non-Information Technology Systems
- ----------------------------------
At the request of the Trust, its property managers have completed their
review of the major date-sensitive non-information technology systems such
as elevators, heating, ventilation, air conditioning and cooling ("HVAC")
systems, locks, and other like systems in the Trust's properties and have
determined that such systems are materially Year 2000 compliant. In some of
the Trust's properties, its property managers have utilized the services of
third-party consultants in making this determination, while in other
properties, the property managers have internally made such determinations.
The Trust does separately track the internal costs incurred for its Year 2000
project. The Trust does not believe that the Year 2000 issue will pose
significant problems to the Trust's Information technology systems and
non-Information technology systems, or that resolution of any potential
problems with respect to such systems will have a material effect on the
Trust's financial condition or results of operations.
Material Third Parties' Systems Failures
- ----------------------------------------
The most reasonable likely worst case scenario facing the Trust as a result
of the Year 2000 problem would be the inability of its tenants to pay rent as
a result of a breakdown in such tenants' (or other financial service
providers') computer or the refusal of such tenants to pay their rent as a
result of the Trust's inability to provide services due to non-Information
technology systems failure. Failure in a tenant's computer systems may cause
delays in such tenant's ability to process its accounting records and to make
timely rent payments. However, any such delays in rent payments, whether
caused by systems failure of tenant, property manager or a combination of the
two, should not have a materially adverse effect on the Trust's business or
results of operations.
Risks
- -----
While delays caused by the failure of the tenants' or the property managers'
accounting or supply systems would likely not adversely affect the Trust's
business or results of operations, non-Information technology systems failure
in the Trust's properties could lead to tenants attempting to withhold their
rent payments, which could materially adversely effect the Trust's business,
results of operations and financial conditions as a result of increased legal
costs. The Trust believes that such material effect is primarily limited to
items of a utility nature furnished by third parties to the Trust and a wide
universe of other customers. Included are such items as electricity, natural
gas, telephone service, and water, all of which are not readily susceptible
to alternate sources and which in all likelihood should be available in some
form. The Trust has been unable to obtain assurances from such utility
companies as to their Year 2000 compliance, and does not expect that such
assurances will be forthcoming.
-13-
<PAGE> 14
Such non-Information technology systems failure could force tenants to use
the stairs in such properties, rather than the elevators. However, none of
the properties owned by the Trust is a high-rise building where such an
elevator failure could cause a material adverse effect to the operations of
its tenants, although such failure could make it impossible for any disabled
tenants or any disabled customers to access such properties. Moreover, as
previously discussed, the Trust may suffer adverse effects in its results of
operations and financial condition as a result of utility or HVAC failures,
for example. Such events could lead the tenants of the Trust to withhold
rent, in the event that the Trust's properties are not usable for their
intended purposes. The Trust does not believe that rent abatement would be a
lawful tenant remedy for short term obligations unless such failure extend
for a period of 30 consecutive days. The Trust intends to pursue its
remedies for any such breach of its rent obligations by a Tenant
expeditiously and to the full extent permitted by law.
1999 Comparisons
- ----------------
The Trust's consolidated revenues for the three and nine month period ended
September 30, 1999 are $745,710 and $2,264,943, respectively, which
represents a decrease of $108,669 and $146,695 when compared to the results
of the same periods ended September 30, 1998. The decrease in revenues for
both the three and nine month periods can primarily be attributed to decreases
in revenues at Franklin Park Distribution Center as a result of the decreased
occupancy level, as explained in the property comparisons. That decrease of
$266,849, for the nine month period, was partially offset by a significant
increase in rental revenues related to entries posted to record all rental
revenues on a straight-line basis. This income is realized at the Trust
level. Other less significant increases and decreases in revenues have been
addressed separately in the property comparisons.
Consolidated expenses were $1,010,529 and $2,816,731 for the three and nine
month period ended September 30, 1999, respectively. For the same periods
ended September 30, 1998, consolidated expenses were $926,023 and $2,598,106,
respectively. Consolidated expenses increased $84,506 and $218,625 when
comparing the three and nine month periods ended September 30, 1999, to the
same periods in 1998. The increase in expenses for the three month period
can be attributable to increases in professional services ($121,158) and
insurance ($18,425). These increases were partially offset by decreases in
depreciation and amortization ($19,583), real estate tax ($12,046),
electricity ($5,335) and repairs and maintenance ($17,582). The increase in
professional services is primarily due to additional legal fees in third
quarter 1999 as a result of the lawsuit in which the Trust was involved. The
decreases in depreciation/amortization, real estate tax, and repairs and
maintenance related expenses have been addressed at the property level.
The increase in consolidated expenses for the nine month period can be
attributed to increases in real estate tax ($28,075), professional services
($182,605), cleaning expense ($2,767), payroll ($61,404), insurance
($21,821), and other operating expenses ($24,711). These increases were
partially offset by decreases in interest ($6,296), depreciation/amortization
($35,151), electricity ($7,964), general and administrative reimbursements
($7,165), repairs and maintenance related expenses ($38,878), and office
expenses ($7,304). The increase in real estate tax expenses is primarily due
to tax appeal fees paid in the second quarter of 1999 at Franklin Park.
Commencing in third quarter of 1999, a tax savings has now been reflected at
that property. The increase in payroll can be attributed to the employment
agreements that were effective March 1998. For additional information, refer
to the financial statements for the year ended December 31, 1998, which are
included on Form 10-K. The increase in other operating expenses is due to
increased snow removal costs and common area related expenses in 1999. The
decrease in repairs and maintenance is due to roof and concrete repairs at
Applied Communications Building in second quarter 1998, not necessary in
1999. The increases in professional fees and insurance, as well as the
decrease in depreciation and amortization were explained above in the three
month period consolidated comparisons.
-14-
<PAGE> 15
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.
Inflation
- ---------
The effects of inflation did not have a material impact upon the Trust's
operations.
-15-
<PAGE> 16
PART II. OTHER LITIGATION
- -------------------------
Item 1. Litigation
- ------------------
NOTE F:
The trust is 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 Trust filed a petition
for declaratory judgement against certain individuals and entities who claim
to hold shares of the Trust. The Trust initiated the suit to obtain a
judicial determination of the validity and status of some of the Trust's
shares (known as "Excess Shares") which Defendants claim to have purchased as
a group on August 26, 1997. On July 7, 1998, the Trust filed an Amended
Petition to add two additional Defendants to the case and to add additional
claims against certain of the Defendants for malicious prosecution and abuse of
process. The Defendants, on August 3, 1998, filed a Motion for Summary
Judgement to dismiss the Trust's count for declaratory judgment. On December
11, 1998, the Trust filed its cross-motion for summary judgment on the
declaratory judgment count. On April 27, 1999, the Court entered summary
judgment for Defendants on the Trust's declaratory judgment count and
designated this decision for appeal without awaiting resolution of the
Trust's remaining claims. The Trust has appealed the judgement.
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
the operations reflected in the financial statements that are incorporated by
reference. Once the validity and status of the Excess Shares can be
determined, the Trust 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 Trust to continue to qualify as a REIT,
substantially all of the Trust's taxable income must be distributed to its
shareholders. Accordingly, lack of resolution of the status of the Excess
Shares could affect the Trust's ability to continue to qualify as a REIT under
the Internal Revenue Code in the future. The cost of these lawsuits negatively
impacted earnings during 1999, 1998 and 1997.
-16-
<PAGE> 17
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 9, 1999 By: /s/ William J. Carden
------------------------ -------------------------------
William J. Carden
Chairman and CEO
/s/ Patricia A. Nooney
-------------------------------
Patricia A. Nooney
President and Secretary
-17-
<PAGE> 18
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
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>
-18-
<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-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 154,915
<SECURITIES> 0
<RECEIVABLES> 263,664
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 468,714
<PP&E> 14,007,800
<DEPRECIATION> 5,050,635
<TOTAL-ASSETS> 14,366,184
<CURRENT-LIABILITIES> 1,048,768
<BONDS> 4,565,313
<COMMON> 866,624
0
0
<OTHER-SE> 8,695,931
<TOTAL-LIABILITY-AND-EQUITY> 14,366,184
<SALES> 2,225,163
<TOTAL-REVENUES> 2,264,943
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,526,347
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 290,384
<INCOME-PRETAX> (551,788)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (551,788)
<EPS-BASIC> (.64)
<EPS-DILUTED> (.64)
</TABLE>
