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, 1997
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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
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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.)
7701 Forsyth Boulevard, St. Louis, Missouri 63105
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314) 863-7700
---------------------------
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Former name, former address and former fiscal year, if changed since last
report.
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been 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, 1997 there were 866,624 shares of the
Registrant's common stock, par value $1 per share, issued and outstanding.
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PART I
Item 1 - Financial Statements:
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NOONEY REALTY TRUST, INC.
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(A REAL ESTATE INVESTMENT TRUST)
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BALANCE SHEETS
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Sept. 30, December 31,
1997 1996
ASSETS: (Unaudited)
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Cash $ 455,209 $ 641,127
Accounts receivable 294,379 353,619
Prepaid expenses 131,312 29,266
Investment property, at cost:
Land 2,568,955 2,568,955
Buildings and improvements 17,759,277 17,593,831
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20,328,232 20,162,786
Less accumulated depreciation (6,418,067) (5,948,166)
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13,910,165 14,214,620
Deferred expenses - at amortized cost 233,091 243,006
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$15,024,156 $15,481,638
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LIABILITIES AND SHAREHOLDERS' EQUITY:
Liabilities:
Accounts payable and accrued expenses $ 540,948 $ 370,347
Mortgage notes payable 4,763,921 4,830,236
Refundable tenant deposits 45,790 36,600
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Total liabilities 5,350,659 5,237,183
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Shareholders' Equity:
Common Stock, $1 par value;
Authorized, 5,000,000 shares; Issued and
outstanding, 866,624 in 1997 and 1996 866,624 866,624
Additional paid-in capital 14,252,532 14,252,532
Distributions in excess of net income (5,445,659) (4,874,701)
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Total Shareholders' Equity 9,673,497 10,244,455
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$15,024,156 $15,481,638
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SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
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NOONEY REALTY TRUST, INC.
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(A REAL ESTATE INVESTMENT TRUST)
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STATEMENTS OF OPERATIONS
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(UNAUDITED)
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Three Months Ended Nine Months Ended
Sept. 30, Sept. 30, Sept. 30, Sept. 30,
1997 1996 1997 1996
--------- -------- ---------- ----------
REVENUES:
Rental and other income $ 783,644 $753,231 $2,272,091 $2,188,956
Interest 1,451 4,569 6,786 12,556
--------- -------- ---------- ----------
785,095 757,800 2,278,877 2,201,512
EXPENSES:
Interest 100,360 103,864 302,470 309,487
Depreciation and amortization 187,744 176,545 545,260 534,509
Real estate taxes 142,458 151,879 421,674 441,749
Professional services 188,601 12,787 341,184 31,640
Electric 81,272 79,804 194,660 195,731
Advisory fee 29,452 29,667 88,830 88,317
Property management fees paid to
Nooney Krombach Company 29,672 28,119 86,957 81,695
Cleaning 27,994 25,465 80,200 82,201
Payroll 21,970 20,247 66,482 54,673
Repairs & maintenance 15,517 14,806 58,641 42,423
Insurance 18,159 18,541 54,646 53,077
Office expense 27,437 5,369 45,704 27,490
Other operating expenses 43,137 27,301 181,812 141,334
--------- -------- ---------- ----------
913,773 694,394 2,468,524 2,084,326
--------- -------- ---------- ----------
EARNINGS (LOSS) FROM OPERATIONS $(128,678) $ 63,406 $ (189,643) $ 117,186
========= ======== ========== ==========
EARNINGS (LOSS) PER SHARE $ (0.15) $ 0.07 $ (0.22) $ 0.14
========= ======== ========== ==========
SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
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NOONEY REALTY TRUST, INC.
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(A REAL ESTATE INVESTMENT TRUST)
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STATEMENT OF SHAREHOLDERS' EQUITY
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NINE MONTHS ENDED SEPTEMBER 30, 1997
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(UNAUDITED)
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COMMON STOCK
------------ ADDITIONAL DISTRIBUTION
NUMBER OF PAID-IN IN EXCESS OF
SHARES AMOUNT CAPITAL NET INCOME
------ ------ ------- ----------
Balance, January 1, 1997 866,624 $866,624 $14,252,532 $(4,874,701)
Loss from Operations (189,643)
Distributions to Shareholders (381,315)
------- -------- ----------- -----------
Balance, Sept. 30, 1997 866,624 $866,624 $14,252,532 $(5,445,659)
======= ======== =========== ===========
SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
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NOONEY REALTY TRUST, INC.
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(A REAL ESTATE INVESTMENT TRUST)
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STATEMENTS OF CASH FLOWS
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(UNAUDITED)
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Nine Months Ended
Sept. 30, Sept. 30,
1997 1996
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CASH FLOWS FROM OPERATING ACTIVITIES:
Earnings (Loss) from operations $(189,643) $ 117,186
Adjustments to reconcile earnings (loss) from
operations to net cash provided by operating activities:
Depreciation and amortization 545,260 534,509
Changes in assets and liabilities:
(Increase) Decrease in accounts receivable 59,240 (48,382)
Increase in prepaid expenses (102,046) (49,491)
Increase in deferred expenses (65,444) (38,673)
Increase (Decrease) in refundable tenant deposits 9,190 (10,251)
Increase (Decrease) in accounts payable
and accrued expenses 170,601 (96,125)
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Total Adjustments 616,801 291,587
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Net cash provided by operating activities 427,158 408,773
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CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to investment property (165,446) (22,245)
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Net cash used in investing activities (165,446) (22,245)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions to shareholders (381,315) (519,975)
Payments on mortgage notes payable (66,315) (60,990)
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Net cash used in financing activities (447,630) (580,965)
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NET DECREASE IN CASH
CASH EQUIVALENTS (185,918) (194,437)
CASH AND CASH EQUIVALENTS,
Beginning of period 641,127 517,316
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CASH AND CASH EQUIVALENTS,
End of period $ 455,209 $ 322,879
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid during period for interest $ 302,470 $ 309,487
========= =========
SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
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NOONEY REALTY TRUST, INC.
(A REAL ESTATE INVESTMENT TRUST)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
NOTE A:
Refer to the Registrant's financial statements for the year ended December
31, 1996, 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, 1997 and for all
periods presented have been made. The results of operations for the three
and nine month periods ended September 30, 1997 are not necessarily
indicative of the results which may be expected for the entire year.
NOTE C:
The Registrant has employed Nooney Advisors, Ltd., a Missouri limited
partnership, to serve as the Registrant's investment and financial counselor
and to supervise the day-to-day operations of the Registrant. The agreement
between the Registrant and Nooney Advisors, Ltd. has been renewed for a
period of one year effective April 1, 1997. Certain General Partners of
Nooney Advisors, Ltd. are also officers and directors of the Registrant.
Advisory fees of $29,452 and $88,830 were paid to Nooney Advisors, Ltd. for
the three and nine months ended September 30, 1997. Advisory fees of $29,667
and $88,317 were paid to Nooney Advisors, Ltd. for the three and nine months
ended September 30, 1996, respectively.
The Registrant's properties are managed by Nooney Krombach Company, a wholly
owned subsidiary of Nooney Company. Certain officers and directors of the
Registrant are also officers and directors of Nooney Company or one of its
subsidiaries. Property management fees of $29,672 and $86,957 were paid to
Nooney Krombach Company for the three and nine months ended September 30,
1997, respectively, and $28,119 and $81,695 for the three and nine months
ended September 30, 1996, respectively.
NOTE D:
The earnings per share for the three and nine months ended September 30, 1997
and 1996 has been computed based on 866,624 shares, the number outstanding
during the periods.
NOTE E:
On November 6, 1997, Nooney Company sold its entire real estate management
business operated by Nooney Krombach Company to CGS Real Estate Company,
Inc., a Texas corporation.
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ITEM 7: MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
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AND RESULTS OF OPERATIONS
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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
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Cash on hand as of September 30, 1997 is $455,209, a decrease of $185,918
from year end December 31, 1996. During the first nine months of 1997, the
operations of the property provided cash flow of $427,158. The Trust paid a
dividend of $0.22 per share in each of the first two quarters, no dividend
was paid in the third quarter, and the Trust reduced the mortgage debt by
$66,315. The Trust paid capital expenditures at the properties of $165,446
during the first nine months of 1997. The Trust paid approximately $116,000
in legal fees during the third quarter and $61,000 in additional professional
fees in connection with the lawsuit filed by a shareholder and on proxy
solicitation and materials for a special meeting held in August. 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 1997. The anticipated capital expenditures by property are
as follows:
Other Leasing
Capital Capital Total
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Atrium at Alpha $ 0 $23,000 $23,000
Applied Communications Building 0 0 0
Franklin Park Distribution Center 0 0 0
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$ 0 $23,000 $23,000
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The leasing capital at Atrium at Alpha includes capital for tenant
alterations and lease commissions.
Results of Property Operations
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The results of operations for the Trust's properties for the quarters ended
September 30, 1997 and 1996 are detailed in the schedule below. Revenues and
expenses of the Trust are excluded.
Funds from Operations
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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
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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.
Franklin Park Applied
Atrium at Distribution Communications
Alpha Center Building
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1997
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Revenues $320,664 $190,952 $277,909
Expenses 274,815 145,179 233,574
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Net Income 45,849 45,773 44,335
Depreciation and Amortization 91,414 44,546 47,601
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Funds from Operations $137,263 $ 90,319 $ 91,936
======== ======== ========
1996
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Revenues $286,348 $204,299 $263,414
Expenses 238,933 162,106 230,811
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Net Income 47,415 42,193 32,603
Depreciation and Amortization 80,236 44,546 47,601
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Funds from Operations $127,651 $ 86,739 $ 80,204
======== ======== ========
Net income at Atrium at Alpha for the quarters ended September 30, 1997 and
1996 is $45,849 and $47,415, respectively. The decrease in net income is
attributable to an increase in expenses of $35,882, partially offset by an
increase in revenues of $34,316 due mainly to increases in rental income.
The expenses that increased were in the categories of parking lot expense,
real estate taxes and amortization.
At Franklin Park Distribution Center the net income increased $3,580 when
comparing the quarters ended September 30, 1997 and 1996. Revenues at the
property decreased $13,000 due mainly to a decrease in real estate tax
reimbursement income. The real estate tax reimbursement income decrease
corresponds to a decrease in the real estate tax expense. In addition to
real estate taxes decreasing, repairs and maintenance-building and
administrative costs also decreased.
At the Applied Communications Building net income for the quarters ended
September 30, 1997 and 1996 is $44,335 and $32,603 respectively. This
increase in net income can be attributable to an increase in revenues which
resulted from increases in base rental rate as well as escalation income and
decreases in expenses in the categories of repairs and maintenance, parking
lot and administrative expenses.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, 1997, 1996 and
1995 are as follows:
Property 1997 1996 1995
- -------- ---- ---- ----
Atrium at Alpha 96% 95% 99%
Franklin Park Distribution Center 100% 100% 100%
Applied Communications Building 100% 100% 100%
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The leasing activity at Atrium at Alpha during the third quarter of 1997
consisted of the Trust signing one new lease for 3,200 square feet.
Occupancy increased during the quarter by 3%, ending at 96%. The building
has two major tenants who occupy 17% and 11% of the available space under
leases which expire in July 2001 and May 1999, respectively.
Franklin Park Distribution Center currently is fully leased by two tenants.
The larger of the two tenants occupies approximately 57% of the building
while the other tenant occupies approximately 43% of the building. The leases
expire in December 1999 and June 1998, respectively.
The Applied Communications Building has a single tenant who occupies the
entire building. The tenant's lease expires August 1999.
1997 Comparisons
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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.
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 $2,468,520 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
$384,194 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.
1996 Comparisons
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As of September 30, 1996, the Trust's consolidated revenues for the quarter
ended and nine month period ended were $757,800 and $2,201,512, respectively,
which represents increases of $24,722 and $57,687 when compared to the
results of the same periods ended September 30, 1995.
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The increase in revenues for the quarter ended can be attributed to increases
in rental income and real estate tax recovery income. Rental income increased
$14,486 due to the Trust's ability to increase rental rates on lease renewals
and new leases at Atrium at Alpha and the rent step-ups for the single tenant
user at Applied Communications Building. Tax recovery income increased
$14,417 due to an increase in real estate taxes at Franklin Park Distribution
Center. As the property's real estate taxes increase any increase in the
expense is directly passed through to the two tenants resulting in a
corresponding increase in the real estate tax recovery income.
The increase in revenues for the nine month periods ended can be attributed
to increases in rental income, tax recovery income and interest income offset
by decreases in expense recovery income and rent concessions. The increases
in rental income and tax recovery income can be attributed to the same
factors discussed when analyzing the quarterly results in the previous
paragraph. The increase in interest income relates to the Trust's ability to
better manage and obtain higher yields on the existing cash reserves. The
decrease in expense recovery income can be attributed to a decrease in
recoverable expenses from 1994 to 1995. As recoverable expenses decrease
from year to year, the Trust's ability to pass through expenses becomes
limited to the respective tenants' expense base year.
Consolidated expenses are $694,394 and $2,084,326 for the quarter ended and
nine month period ended September 30, 1996, respectively. For the same
periods ended September 30, 1995 consolidated expenses were $685,070 and
$2,024,194, respectively. Consolidated expenses increased $9,324 and $60,132
when comparing the three and nine month periods ended September 30, 1996 to
1995.
The increase in consolidated expenses for the nine month periods ended
September 30, 1996 and 1995 relate to increases in real estate taxes
($53,438) and other operating expenses ($12,325). The increase in real estate
taxes can be attributed to an increase in the property assessment and tax
rates at Franklin Park Distribution Center and Atrium at Alpha. The increase
in operating expenses relates to several expense categories and they are as
follows: parking lot expenditures ($11,774), administrative costs ($7,266)
and repairs and maintenance ($6,884). These increase are offset by a decrease
in professional services ($12,849).
Inflation
- ---------
The effects of inflation did not have a material impact upon the Trust's
operations.
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II. OTHER INFORMATION
Item 1. Legal Proceedings
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On June 5, 1997, KelCor, Inc., a shareholder of the Trust ("KelCor"), brought
a lawsuit against the Trust in the Circuit Court of St. Louis County,
Missouri. The lawsuit sought, among other things, (1) a declaratory judgment
that shares in excess of 9.8% of the outstanding shares of the Trust held by
Physicians Insurance Company of Ohio, Inc. and its subsidiaries (the "PICO
Group") are "Excess Shares" as defined in Section 8.8 of the Trust's bylaws
and therefor not entitled to vote or be considered in determining the
presence of a quorum on any matter on which the Trust's shares are entitled
to vote, and (2) an injunction to enjoin the Trust from, among other things,
soliciting or voting any proxies in connection with, or conducting, any
annual or special meeting of shareholders.
On June 24, 1997 the Trust entered into a Settlement Agreement relating to
the foregoing lawsuit. In the Settlement Agreement the Trust agreed to,
among other things, postpone its Annual Meeting of Shareholders previously
called for July 3, 1997, and to call a Special Meeting of Shareholders to
vote on an amendment to Section 8.8 of the bylaws to settle the Excess Shares
issues (which required the affirmative vote of 62% of the outstanding shares
of the trust). The Trust held a Special Meeting of Shareholders on August 8,
1997 in Clayton, Missouri (the "Special Meeting"). The proposal did not
obtain sufficient votes for passage of the amendment to the bylaws. See
"Item 4. Submission of Matters to a Vote of Security Holders."
On August 27, 1997, KelCor voluntarily dismissed, without prejudice, its
lawsuit against the Trust.
On September 8, 1997, KelCor filed a Petition in Mandamus in the Circuit
Court of St. Louis County, State of Missouri, seeking to force the Trust to
hold an Annual Meeting of Shareholders on or before October 31, 1997. The
Trust contests KelCor's right to the Mandamus relief sought and has answered
KelCor's Petition and asserted affirmative defenses. The Court has set a
hearing on KelCor's Petition for December 1, 1997.
On September 18, 1997, the Trust filed its Petition For Declaratory Relief in
the Circuit Court of Jackson County, Missouri, at Kansas City, against David
L. Johnson, et al, seeking a judicial determination of whether there are any
Excess Shares as defined by Section 8.8 of the Trust's bylaws and related
issues concerning ownership of certain shares of the Trust. The Trust is
conducting discovery against the defendants. No trial date has been set for
this case.
Item 4. Submission of Matters to a Vote of Security Holders.
- -------------------------------------------------------------
On August 8, 1997, the Trust held a Special Meeting of Shareholders in
Clayton, Missouri, pursuant to the Settlement Agreement described in Item 1,
to vote on an amendment to Section 8.8 of the bylaws, that would, among other
things, suspend application and enforcement of the Bylaws in such a way as to
clarify that the shares held by the PICO Group were not Excess Shares.
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The affirmative vote of 62% of the issued and outstanding shares of the Trust
was required to amend the bylaws in the foregoing manner. The final
certified vote showed the following results<F1>:
Total Votes Cast: 703,163
Total Votes "For" the Trust's Proposal: 393,171
Total Votes "Against" the Trust's Proposal: 303,571
Total Abstentions: 6,421
Total Broker "Non-Votes" [0]
Because only approximately 45.4% of the issued and outstanding shares voted
in favor of the proposal, the proposal failed.
[FN]
- --------------------
<F1> The voting results provided include both votes cast on the proxy card
solicited by the Trust's management and the proxy card solicited by the
"Committee to Increase Shareholder Value at Nooney Realty Trust, Inc." The
results do not include an aggregate of 8,303 votes which were not counted for
purposes of the bylaw amendment proposal because of various difficulties in
determining the genuine voting intention of those provided such proxy cards.
Item 6. Exhibits and Reports on Form 8-K
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(a) Exhibits
Exhibit 27: Financial Data Schedule
(b) Reports on Form 8-K
On October 14, 1997, the Registrant filed a report on Form 8-K which
reported an Item 5, Other Events.
On November 14, 1997, the Registrant filed a report on Form 8-K which
reported an Item 1, Changes in Control of the Registrant.
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SIGNATURES
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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 14, 1997 By: /s/ Gregory J. Nooney, Jr.
--------------------------- -----------------------------
Gregory J. Nooney, Jr.
Chief Executive Officer
/s/ Patricia A. Nooney
-----------------------------
Patricia A. Nooney
President and Treasurer
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