<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 June 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
--------------
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 63102-2449
- ------------------------------------------------ ---------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314) 206-4600
---------------------------
500 North Broadway, Suite 1200, St. Louis, MO 63102-2124
- ------------------------------------------------------------------------------
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.
<PAGE> 2
PART I
Item 1 - Financial Statements:
- ------------------------------
<TABLE>
NOONEY REALTY TRUST, INC.
-------------------------
(A REAL ESTATE INVESTMENT TRUST)
--------------------------------
BALANCE SHEETS
--------------
<CAPTION>
June 30,
1999 December 31,
(Unaudited) 1998
----------- ------------
<S> <C> <C>
ASSETS:
Cash $ 117,874 $ 505,365
Accounts receivable 215,442 174,231
Prepaid expenses 32,840 31,908
Investment property, at cost:
Land 2,568,955 2,568,955
Buildings and improvements 17,938,441 17,616,281
----------- -----------
20,507,396 20,185,236
Less accumulated depreciation (7,044,442) (6,830,183)
----------- -----------
13,462,954 13,355,053
Deferred expenses - at amortized cost 431,398 490,980
----------- -----------
$14,260,508 $14,557,537
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Liabilities:
Accounts payable and accrued expenses $ 326,109 $ 404,986
Deferred Compensation 326,667 204,167
Mortgage notes payable 4,591,995 4,643,712
Refundable tenant deposits 56,172 56,953
----------- -----------
Total liabilities 5,300,943 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 (6,159,591) (5,871,437)
----------- -----------
Total Shareholder's Equity 8,959,565 9,247,719
----------- -----------
$14,260,508 $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 Six Months Ended
June 30, June 30, June 30, June 30,
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
REVENUES:
Rental and other income $759,997 $786,523 $1,511,829 $1,554,345
Interest 2,834 1,472 7,404 2,916
-------- -------- ---------- ----------
762,831 787,995 1,519,233 1,557,261
EXPENSES:
Interest 96,799 98,897 194,138 198,291
Depreciation and amortization 164,463 186,972 355,911 371,479
Real estate taxes 191,026 151,598 336,443 296,321
Professional services 46,790 63,647 207,462 146,015
Electric 53,118 58,917 93,231 95,861
Advisory fee/G & A Reimbursements
paid to Nooney, Inc. 51,300 51,300 102,600 109,758
Cleaning 29,252 29,104 59,446 57,258
Payroll 98,884 95,056 203,539 143,037
Repairs & maintenance 34,838 35,288 43,866 48,118
Insurance 21,188 17,516 38,584 35,188
Office expense 10,521 15,728 20,088 26,971
Other operating expenses 49,104 70,016 152,079 143,788
-------- -------- ---------- ----------
847,283 874,039 1,807,387 1,672,085
-------- -------- ---------- ----------
LOSS FROM OPERATIONS $(84,452) $(86,044) $ (288,154) $ (114,824)
======== ======== ========== ==========
LOSS PER SHARE (See Note F) $ (0.10) $ (0.10) $ (0.33) $ (0.13)
======== ======== ========== ==========
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
---------------------------------
SIX MONTHS ENDED JUNE 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 (288,154)
0
------- -------- ----------- -----------
Balance, June 30, 1999 866,624 $866,624 $14,252,532 $(6,159,591)
======= ======== =========== ===========
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>
Six Months Ended
June 30, June 30,
1999 1998
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Loss from operations $(288,154) $(114,824)
Adjustments to reconcile loss from
operations to net cash provided by operating activities:
Depreciation and amortization 355,911 371,479
Changes in assets and liabilities:
Increase (decrease) in accounts receivable (41,211) 58,354
Increase in prepaid expenses (932) (38,859)
Increase in deferred expenses (30,827) (11,296)
(Decrease) Increase in tenant deposits (781) (5,308)
Increase in Deferred Compensation 122,500 81,667
(Decrease) Increase in accounts payable and
and accrued expenses (78,877) (73,754)
--------- ---------
Total Adjustments 325,783 382,283
--------- ---------
Net cash provided by operating activities 37,629 267,459
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to investment property (373,403) (38,196)
--------- ---------
Net cash used in investing activities (373,403) (38,196)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions to shareholders 0 0
Payments on mortgage notes payable (51,717) (47,565)
--------- ---------
Net cash used in financing activities (51,717) (47,565)
--------- ---------
NET (DECREASE) INCREASE IN CASH (387,491) 181,698
CASH, Beginning of period 505,365 657,470
--------- ---------
CASH, End of period $ 117,874 $ 839,168
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid during period for interest $ 194,138 $ 198,291
========= =========
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 SIX MONTHS ENDED JUNE 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 June 30, 1999 and for all periods
presented have been made. The results of operations for the three and six
month periods ended June 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.
NOTE E:
Basic and diluted loss per share for the six month periods ended June 30,
1999 and 1998 have been
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<PAGE> 7
computed based on 866,624 shares the number outstanding during the periods.
NOTE F:
During 1998, the Trust successfully completed litigation of State of Missouri
ex rel. KelCor, Inc. V. Nooney Realty Trust, Inc. On August 7, 1997, KelCor,
Inc., a shareholder of the Trust, filed a Petition for mandamus relief
against the Trust. KelCor's Petition sought a writ of mandamus compelling
the Trust to hold an Annual Meeting of shareholders by October 31, 1997. The
Trust opposed KelCor's Petition on the basis that the Trust was unable to
hold a valid meeting because of uncertainty over the validity of certain
shares of the Trust and that the determination of the validity of those
shares needed to first be determined. The case was tried before the Court on
December 1, 1997, on which date the Court entered a permanent order of
mandamus requiring the Trust to hold an Annual Meeting by January 15, 1998.
The Trust appealed the Court's order to the Missouri Court of Appeals for the
Eastern District. On April 14, 1998, the Court of Appeals reversed and
remanded the cause to the trial court with directions to quash the writ of
mandamus, finding that KelCor had attempted to "to play fast and loose with
the court." The trial court quashed the writ of mandamus and entered
judgement for the Trust on October 22, 1998.
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. The Defendants moved to dismiss the suit and/or
stay the suit pending resolution of a mandamus suit filed by KelCor, Inc
against the Trust 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 Trust. 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 be lifted and that the case be
placed on the active trial docket. 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.
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<PAGE> 8
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.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
(In thousands) 1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues:
Atrium at Alpha $320,652 $332,865 $ 665,803 $ 654,147
Franklin Park 139,290 192,122 244,550 385,724
ACI Building 265,777 275,483 531,803 547,842
-------- -------- ---------- ----------
725,719 800,470 1,442,156 1,587,713
======== ======== ========== ==========
Operating Profit:
Atrium at Alpha $ 45,369 $ 48,533 $ 114,013 $ 111,512
Franklin Park (47,189) 44,477 (94,560) 82,938
ACI Building 67,777 31,538 106,020 94,328
-------- -------- ---------- ----------
65,957 124,548 125,473 288,778
======== ======== ========== ==========
Capital Expenditures:
Atrium at Alpha $ 99,135 $ 37,099 $ 173,403 $ 38,196
Franklin Park 200,000 0 200,000 0
ACI Building 0 0 0 0
-------- -------- ---------- ----------
299,135 37,099 373,403 38,196
======== ======== ========== ==========
Depreciation and Amortization:
Atrium at Alpha $ 92,927 $ 90,643 $ 188,003 $ 178,820
Franklin Park 36,375 44,546 72,751 89,092
ACI Building 30,958 47,601 86,772 95,202
-------- -------- ---------- ----------
160,260 182,790 347,526 363,114
======== ======== ========== ==========
<CAPTION>
Assets:
As of: June 30, 1999 December 31, 1998
------------- -----------------
<S> <C> <C>
Atrium at Alpha $2,578,611 $2,471,471
Franklin Park 972,466 1,073,508
ACI Building 2,163,177 2,116,365
---------- ----------
5,714,254 5,661,344
========== ===========
</TABLE>
Reconciliation of segment data to the Trust's consolidated data follow:
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<PAGE> 9
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues:
Segments $725,719 $800,470 $1,442,156 $1,587,713
Corporate and other 37,112 (12,475) 77,077 (30,452)
-------- -------- ---------- ----------
762,831 787,995 1,519,233 1,557,261
======== ======== ========== ==========
Operating Profit:
Segments $ 65,957 $124,548 $ 125,473 $ 288,778
Corporate and other income 37,112 (12,475) 77,077 (30,451)
General and admin expenses 187,521 198,117 (490,704) (373,152)
-------- -------- ---------- ----------
Net Loss (84,452) (86,044) (288,154) (114,825)
======== ======== ========== ==========
Depreciation and Amortization
Segments $160,260 $182,790 $ 347,526 $ 363,114
Corporate and other 4,203 4,182 8,385 8,365
-------- -------- ---------- ----------
164,463 186,972 355,911 371,479
======== ======== ========== ==========
<CAPTION>
Assets:
As of: June 30, 1999 December 31, 1998
------------- -----------------
<S> <C> <C>
Segments $ 5,714,254 $ 5,661,344
Corporate and other 8,546,254 8,896,193
----------- -----------
14,260,508 14,557,537
=========== ===========
</TABLE>
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<PAGE> 10
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, 1999 is $117,874, a decrease of $387,491 from the
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. During the first six months of 1999 the operations of the
properties provided cash flow of $37,629. The Trust paid tenant improvements
and investment property additions of $373,403 during the first six months of
1999, in addition to making payments on mortgage notes payable in the amount
of $51,717. The Registrant 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>
Leasing Capital Other Capital Total
--------------- ------------- -----
<S> <C> <C> <C>
Atrium at Alpha Business Center $179,623 $110,115 $289,738
Applied Communications Building 350,000 0 350,000
Franklin Park Distribution Center 266,524 22,345 288,869
-------- -------- --------
$796,147 $132,460 $928,607
======== ======== ========
</TABLE>
Leasing Capital at Atrium at Alpha Business Center is for tenant improvements
and lease commissions for new and renewal tenants. Other Capital is
anticipated for a new air conditioning compressor, lobby renovations,
corridor remodel, and new monument signage. At Applied Communications
Building, Leasing Capital is for tenant improvements for the renewal of the
single tenant at the property. At Franklin Park Distribution Center, Leasing
Capital consists of tenant improvements and lease commissions for new and
renewal tenants. Other Capital is anticipated for the painting of exterior
metal panels. 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
June 30, 1999 and 1998 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 not represent amounts available for management's
discretionary use because of needed capital
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<PAGE> 11
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 1999
- ----------------
Revenues $320,652 $139,290 $265,777
Expenses 275,283 186,480 197,999
-------- -------- --------
Net Income (Loss) 45,369 (47,190) 67,778
Depreciation and Amortization 92,927 36,375 30,958
-------- -------- --------
Funds from Operations $138,296 $(10,815) $ 98,736
======== ======== ========
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
======== ======== ========
</TABLE>
Net income at Atrium at Alpha for the quarters ended June 30, 1999 and 1998
is $45,369 and $48,533, respectively. Revenues decreased $12,213
attributable to decreases in rental income ($2,449), electric reimbursement
income ($6,517), and other revenues ($3,247). The decrease in electric
reimbursement income is due the vacating of a former major tenant that had
been billed for electric usage in 2nd quarter 1998. Expenses decreased $9,049
primarily due to decreases in real estate taxes ($3,806) and vacancy expense
($5,846). The decrease in vacancy expense is primarily due to additional
work necessary in 1998 to a vacant space, which is now occupied in 1999.
Net (loss) income at Franklin Park Distribution Center for the quarters ended
June 30, 1999 and 1998 is $(47,190) and $44,477, respectively. Revenues
decreased $52,832 when comparing the two quarters due to a decrease in base
rental income attributable to the significant decrease in the occupancy level
when compared to that of prior year. Expenses increased $38,835 when
comparing the two periods, primarily due to an increase in real estate tax
expense ($45,779), partially offset by a decrease in
depreciation/amortization expense ($8,171). The increase in real estate tax
expense can be attributable to tax appeal fees incurred at the property which
ultimately resulted in an assessment reduction and total tax savings of
$118,000. The decrease in depreciation/amortization is due to fully
depreciated and amortized assets.
Net income at the Applied Communications Building for the quarters ended June
30, 1999 and 1998 is $67,778 and $31,538, respectively. Revenues decreased
$9,706 during the quarter ended June 30, 1999 when compared to the quarter
ended June 30, 1998. The decrease in revenue is due to a decrease in
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<PAGE> 12
escalation income. This decrease is due to a decrease in the amount of
escalatable expenses that the Trust is reimbursed for. Operating expenses
decreased $45,946 when comparing the two quarters due to decreases in
landscaping expense ($5,976), repairs & maintenance-building ($19,286), real
estate tax expense ($2,545), and electricity ($3,394). These decreases were
partially offset by an increase in snow removal expense ($2,037). The
decrease in repairs & maintenance-building is due to roof and concrete
repairs performed in 1998 that were not necessary in 1999. The decrease in
landscaping expense is primarily due to exterior upgrades made in 2nd quarter
1998.
Occupancy levels at two of the Trust's properties during the second quarter
remained at a high level. This can be attributable to the Trust's ability to
renew the properties major tenants as their leases mature. Franklin Park
reflects a decreased occupancy level and will be explained below in the
property leasing summary. The occupancy levels at June 30, 1999, 1998 and
1997 are as follows:
<TABLE>
<CAPTION>
Occupancy levels as of June 30,
Property 1999 1998 1997
-------- ---- ---- ----
<S> <C> <C> <C>
Atrium at Alpha Business Center 89% 93% 93%
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 second
quarter resulted in a decrease in occupancy to 89% as of June 30, 1999.
During the quarter one existing tenant renewed their lease for 3,451 square
feet and two tenants vacated 2,255 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 since 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
2nd quarter. There is one tenant which occupies approximately 57% of the
building with a lease which expires in December 1999. The Registrant has
executed a renewal lease with this tenant for a five year extension. 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 Registrant 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 Registrant considers a history of operating losses
or a change in occupancy to be primary indicators of potential impairment.
The Registrant 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 estimated 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.
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<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
-13-
<PAGE> 14
such utility companies as to their Year 2000 compliance, and does not expect
that such assurances will be forthcoming.
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 extend permitted by law.
1999 Comparisons
- ----------------
At June 30, 1999, the Trust's consolidated revenues for the quarter ended and
six month period ended are $762,831 and $1,519,233, respectively, a decrease
of $25,164 and $38,028 when compared to the results of the same periods ended
June 30, 1998. The decrease in revenues for the three and six month periods
can be attributable to decreases in base rental income, escalation income,
interest income, miscellaneous, and electric reimbursement income. These
decreases in income were explained previously in the detailed property
comparisons.
Consolidated expenses were $847,283 and $1,807,387 for the quarter and six
month period ended June 30, 1999, respectively. For the same periods ended
June 30, 1998, consolidated expenses were $874,039 and $1,672,085.
Consolidated expenses decreased $26,756 for the three month period when
comparing the two quarters. Consolidated expenses increased $135,302 for the
six month period when comparing the two quarters. The decrease in expenses
for the three month period can be attributed to decreases in interest expense
($2,098), depreciation/amortization expense ($22,509), professional services
($16,857), electricity ($5,799), office related expenses ($5,207), and other
operating expenses ($20,912). These decreases were partially offset by
increases in real estate tax expense ($39,428), payroll expenses ($3,828),
and insurance ($3,672). The decreases in depreciation/amortization is due to
fully amortized and depreciated assets. Professional service expenses were
lower in the three month period ending June 30, 1999 than that of same period
1998 due to a decrease in legal fees. The decrease in other operating
expenses is due to a reduction in costs reflected in vacancy expenses,
landscaping, and other various operating expenses. The increase in real
estate tax expense is due to the tax appeal fees paid by Franklin Park, as
mentioned in the property comparisons. The increase in expenses for the six
month period of $135,302 can primarily be attributed to increases in real
estate tax expense ($40,122), professional services ($61,447), cleaning
expenses ($2,188), payroll ($60,502), insurance ($3,396), and other operating
expenses ($8,291). These increased expenses were partially offset by
decreases in interest expense ($4,153), depreciation/amortization ($15,568),
electricity ($2,630), advisory fees ($7,158), repairs and maintenance related
expenses ($4,252), and office expenses ($6,883). The increase in tax expense
and the decrease in depreciation/amortization have both been addressed above
in the three month comparisons. The increase in professional services, for
the six month period, is due to additional legal fees incurred during the
first quarter of 1999 as a result of the ongoing lawsuit in which the
Registrant is involved. The additional payroll costs in 1999 are due to the
employment agreements 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
-14-
<PAGE> 15
to increases in snow removal, common area, and other various operating
expenses. The decrease in repairs and maintenance is due to the roof and
concrete repairs done at Applied Communications Building in 1998 as mentioned
in the property comparisons.
1998 Comparisons
- ----------------
At 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 the financial statements for the
year ended December 31, 1998 which are included on form 10-K. 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.
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
- ------------------
During 1998, the Trust successfully completed litigation of State of Missouri
ex rel. KelCor, Inc. V. Nooney Realty Trust, Inc. On August 7, 1997, KelCor,
Inc., a shareholder of the Trust, filed a Petition for mandamus relief
against the Trust. KelCor's Petition sought a writ of mandamus compelling
the Trust to hold an Annual Meeting of shareholders by October 31, 1997. The
Trust opposed KelCor's Petition on the basis that the Trust was unable to
hold a valid meeting because of uncertainty over the validity of certain
shares of the Trust and that the determination of the validity of those
shares needed to first be determined. The case was tried before the Court on
December 1, 1997, on which date the Court entered a permanent order of
mandamus requiring the Trust to hold an Annual Meeting by January 15, 1998.
The Trust appealed the Court's order to the Missouri Court of Appeals for the
Eastern District. On April 14, 1998, the Court of Appeals reversed and
remanded the cause to the trial court with directions to quash the writ of
mandamus, finding that KelCor had attempted to "to play fast and loose with
the court." The trial court quashed the writ of mandamus and entered
judgement for the Trust on October 22, 1998.
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. The Defendants moved to dismiss the suit and/or
stay the suit pending resolution of a mandamus suit filed by KelCor, Inc
against the Trust 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 Trust. 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 be lifted and that the case be
placed on the active trial docket. 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 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: August 14, 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
- -------------- -----------
<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>
-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> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 117,874
<SECURITIES> 0
<RECEIVABLES> 215,442
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 366,156
<PP&E> 20,507,396
<DEPRECIATION> (7,044,442)
<TOTAL-ASSETS> 14,260,508
<CURRENT-LIABILITIES> 652,776
<BONDS> 4,591,995
<COMMON> 866,624
0
0
<OTHER-SE> 8,959,565
<TOTAL-LIABILITY-AND-EQUITY> 14,260,508
<SALES> 1,511,829
<TOTAL-REVENUES> 1,519,233
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,613,249
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 194,138
<INCOME-PRETAX> (288,154)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (288,154)
<EPS-BASIC> (.33)
<EPS-DILUTED> 0
</TABLE>
