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 March 31, 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.)
500 N. Broadway, Suite 1200, St. Louis, Missouri 63102-2124
- -------------------------------------------------- ------------------------
(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 March 31, 1998, there were 866,624* shares of the
Registrant's common stock, par value $1 per share, issued and outstanding.
-1-
2
PART I
Item 1 - Financial Statements:
- -----------------------------
NOONEY REALTY TRUST, INC.
-------------------------
(A REAL ESTATE INVESTMENT TRUST)
--------------------------------
BALANCE SHEETS
--------------
March 31, December 31,
1999 1998
(Unaudited)
----------- ------------
ASSETS:
Cash $ 401,114 $ 505,365
Accounts receivable 166,692 174,231
Prepaid expenses 103,678 31,908
Investment property, at cost:
Land 2,568,955 2,568,955
Buildings and improvements 17,690,549 17,616,281
----------- -----------
20,259,504 20,185,236
Less accumulated depreciation 6,990,179 6,830,183
----------- -----------
13,269,325 13,355,053
Deferred expenses - at amortized cost 459,528 490,980
----------- -----------
$14,400,337 $14,557,537
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Liabilities:
Accounts payable and accrued expenses $ 415,827 $ 404,986
Mortgage notes payable 4,618,124 4,643,712
Deferred Compensation 265,417 204,167
Refundable tenant deposits 56,953 56,953
----------- -----------
Total liabilities 5,356,321 5,309,818
----------- -----------
Shareholders' Equity:
Common Stock, $1 par value;
Authorized, 5,000,000 shares; Issued and
outstanding, 866,624 shares
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 (6,075,140) (5,871,437)
----------- -----------
Total Shareholder's Equity 9,044,016 9,247,719
----------- -----------
$14,400,337 $14,557,537
=========== ===========
SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
-2-
3
NOONEY REALTY TRUST, INC.
-------------------------
(A REAL ESTATE INVESTMENT TRUST)
--------------------------------
STATEMENTS OF OPERATIONS
------------------------
(UNAUDITED)
-----------
Three Months Ended
March 31, March 31,
1999 1998
--------- ---------
REVENUES:
Rental and other income $ 751,832 $767,824
Interest 4,570 1,444
--------- --------
756,402 769,268
EXPENSES:
Interest 97,340 99,394
Depreciation and amortization 191,448 184,507
Real estate taxes 145,417 144,723
G&A Reimbursement / Advisory fees 51,300 58,458
Trustee Fees 11,235 6,623
Cleaning & Supplies 34,770 28,154
Payroll 104,655 47,980
Insurance 17,396 17,671
Utilities 52,164 50,927
Professional Services 149,922 82,367
Snow Removal 24,245 14,998
Operating expenses 80,213 62,215
--------- --------
960,105 798,017
--------- --------
LOSS FROM OPERATIONS $(203,703) $(28,749)
========= ========
LOSS PER SHARE (Basic & Diluted) $ (0.24) $ (0.03)
========= ========
SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
-3-
4
NOONEY REALTY TRUST, INC.
-------------------------
(A REAL ESTATE INVESTMENT TRUST)
--------------------------------
STATEMENT OF SHAREHOLDERS' EQUITY
---------------------------------
THREE MONTHS ENDED MARCH 31, 1999
---------------------------------
(UNAUDITED)
-----------
COMMON STOCK
------------------------ ADDITIONAL DISTRIBUTION
NUMBER OF PAID-IN IN EXCESS OF
SHARES AMOUNT CAPITAL NET INCOME
------ ------ ---------- ------------
Balance, January 1, 1999 866,624 $866,624 $14,252,532 $(5,871,437)
Net Loss from Operations (203,703)
------- -------- ----------- -----------
Balance, March 31, 1999 866,624 $866,624 $14,252,532 $(6,075,140)
======= ======== =========== ===========
SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
-4-
5
NOONEY REALTY TRUST, INC.
-------------------------
(A REAL ESTATE INVESTMENT TRUST)
--------------------------------
STATEMENTS OF CASH FLOWS
------------------------
(UNAUDITED)
-----------
Three Months Ended
March 31, March 31,
1999 1998
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Loss from operations $(203,703) $ (28,749)
Adjustments to reconcile net loss from
operations to net cash provided by operating activities:
Depreciation and amortization 191,448 184,507
Changes in assets and liabilities:
Decrease in accounts receivable 7,539 33,016
Increase in prepaid expenses (71,770) (73,837)
Increase in deferred expenses 0 (10,278)
Increase in deferred compensation 61,250 25,000
Increase (Decrease) in accounts payable
and accrued expenses 10,841 (103,937)
Decrease in refundable tenant deposits 0 (2,089)
--------- ---------
Total Adjustments 199,308 52,382
--------- ---------
Net cash (used in) provided by operating activities (4,395) 23,633
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to investment property (74,268) (1,098)
--------- ---------
Net cash used in investing activities (74,268) (1,098)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions to shareholders 0 0
Payments on mortgage notes payable (25,588) (23,534)
--------- ---------
Net cash used in financing activities (25,588) (23,534)
--------- ---------
NET DECREASE IN CASH (104,251) (999)
CASH, Beginning of period 505,365 657,470
--------- ---------
CASH, End of period $ 401,114 $ 656,471
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid during period for interest $ 97,340 $ 99,394
SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
-5-
6
NOONEY REALTY TRUST, INC.
(A REAL ESTATE INVESTMENT TRUST)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 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. 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 March 31, 1999 and for all periods
presented have been made. The results of operations for the three-month period
ended March 31, 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 the day-to-day operations of the Registrant. On February 9,
1998, the advisory contract was terminated pursuant to prior notice from the
Board of Directors of the Registrant.
The Registrant's properties were managed by Nooney, Inc., a wholly-owned
subsidiary of CGS Real Estate Company up until February 9, 1998, at which time
the management agreement was terminated pursuant to notice from the Board of
Directors of the Registrant. Certain officers and directors of the Registrant
are also officers and directors of CGS Real Estate Company or one of its
subsidiaries.
On February 10, 1998, the Registrant became a self-advised and self-managed
entity. Nooney, Inc. is reimbursed for general and administrative expenses
incurred on behalf of the Registrant.
NOTE D:
Effective March 1, 1998, the Registrant entered into two five year employment
agreements that are cancelable after three years subject to certain performance
criteria as defined in the employment agreements. Annual compensation
recognizable under the agreements total $300,000 and include options to
purchase an aggregate of 75,000 shares of the Registrant's common stock at
$10.00 per share. No options may be exercised during 1998. The options vest
at a rate of 20% each anniversary date. The Registrant applies APB Opinion 25,
"Accounting for Stock Issued to Employees" and related interpretations in
accounting for its plan. Had compensation cost for the
-6-
7
Registrant's stock-based compensation plans been determined based on the fair
value at the grant dates for awards under the Fixed Stock Option Plan
consistent with the method of FASB 123, "Accounting for Stock-Based
Compensation," the company's net income and earnings per share would have been
reduced to the pro forma amounts indicated below:
March 31, 1998
--------------
Net Income:
As Reported $(203,703)
Pro forma $(207,478)
Earnings per share:
As reported $ (.24)
Pro forma $ (.24)
The fair value of the option grant has been estimated on the date of grant using
the Black-Sholes option pricing model with the following assumptions: dividend
yield of 9.7%, expected volatility of 22.1%, risk-free interest rate of 7%, and
an expected life of 5 years.
On August 20, 1998 the Registrant granted 12,500 stock appreciation rights to
the three outside Directors to be paid in cash to the extent the Registrant's
Common Stock price exceeds eight dollars and thirty seven and one-half cents.
The rights vest 20% per year and expire five years after vesting.
NOTE E:
Basic and diluted loss per share for the three month periods ended March 31,
1999 and 1998 have been computed based on 866,624 shares the number outstanding
during the periods. (See Note F)
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.
-7-
8
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's present
intention is to appeal the judgment.
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.
NOTE G:
The Registrant has no items of other comprehensive income, accordingly net
income and other comprehensive income are the same.
-8-
9
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.
THREE MONTHS ENDED
MARCH 31,
(In thousands) 1999 1998
---- ----
Revenues:
Atrium at Alpha $ 345,151 $ 321,282
Franklin Park 105,259 193,602
ACI Building 266,026 272,360
---------- ----------
716,436 787,244
========== ==========
Operating Profit:
Atrium at Alpha $ 68,645 $ 62,978
Franklin Park (47,372) 38,461
ACI Building 38,242 62,792
---------- ----------
59,515 164,231
========== ==========
Capital Expenditures:
Atrium at Alpha $ 74,268 $ 1,098
Franklin Park 0 0
ACI Building 0 0
---------- ----------
74,268 1,098
========== ==========
Depreciation and Amortization:
Atrium at Alpha $ 95,076 $ 88,686
Franklin Park 36,375 44,546
ACI Building 55,814 47,601
---------- ----------
187,265 180,833
========== ==========
Assets:
Atrium at Alpha $2,581,105 $2,302,636
Franklin Park 980,629 929,974
ACI Building 2,085,924 1,925,976
---------- ----------
5,647,658 5,158,586
========== ==========
-9-
10
Reconciliation of segment data to the Trust's consolidated data follow:
Three Months Ended
March 31,
1999 1998
---- ----
Revenues:
Segments $ 716,436 $ 787,244
Corporate and other 39,966 (17,976)
----------- -----------
756,402 769,268
=========== ===========
Operating Profit:
Segments $ 59,515 $ 164,231
Corporate and other income 39,966 (17,796)
General and administrative expenses (303,184) (175,184)
----------- -----------
Net Loss (203,703) (28,749)
=========== ===========
Depreciation and Amortization
Segments $ 187,265 $ 180,833
Corporate and other 4,183 3,674
----------- -----------
191,448 184,507
=========== ===========
Assets:
Segments $ 5,647,658 $ 5,158,586
Corporate and other 8,752,679 9,634,868
----------- -----------
14,400,337 14,793,454
=========== ===========
-10-
11
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 the Registrant.
Actual results could differ materially from those contemplated by such
statements.
Liquidity and Capital Resources
- -------------------------------
Cash on hand as of March 31, 1999, is $401,114, resulting in a decrease of
$104,251 from the year ended December 31, 1998. During the first quarter, net
cash used in operating activities was $4,395. Capital additions were made in
the amount of $74,268 and payments were made to reduce the debt of $25,588.
The Registrant expects cashflow and cash on hand to fund anticipated capital
expenditures for the remainder of 1999. The anticipated capital expenditures
by property are as follows:
Leasing Capital Other Capital Total
--------------- ------------- -----
Atrium at Alpha Business Center $182,211 $209,250 $391,461
Applied Communications Building 350,000 0 350,000
Franklin Park Distribution Center 494,762 22,345 517,107
---------- -------- ----------
$1,026,973 $231,595 $1,258,568
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, upgrades to the suite
signage and elevators, lobby and restroom renovations, corridor remodel &
carpet, 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
Registrant 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 Operations
- ---------------------
The results of operations for the Registrant's properties for the quarters ended
March 31, 1999 and 1998 are detailed in the schedule below. Revenues and
expenses of the Registrant 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 Registrant 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
-11-
12
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 Registrant financial performance or to cash flows from
operating activities (determined in accordance with GAAP) as a measure of the
Registrant liquidity, nor is it indicative of funds available to fund the
Registrant cash needs including its ability to make distributions. The
Registrant believes Funds from Operations are helpful to investors as measures
of the performance of the Registrant because along with cash flows from
operating activities, financing activities and investing activities, they
provide investors with an understanding of the ability of the Registrant to
incur and service debt and make capital expenditures.
Franklin Park Applied
Atrium at Alpha Distribution Communications
Business Center Center Building
--------------- ------------- --------------
1st Quarter 1999
- ----------------
Revenues $345,151 $105,259 $266,026
Expenses 276,506 152,631 227,784
-------- -------- --------
Net Income 68,645 (47,372) 38,242
Depreciation and Amortization 95,076 36,375 55,814
-------- -------- --------
Funds from Operations $163,721 $(10,997) $ 94,056
======== ======== ========
1st Quarter 1998
- ----------------
Revenues $321,282 $193,602 $272,360
Expenses 258,304 155,141 209,568
-------- -------- --------
Net Income 62,978 38,461 62,792
Depreciation and Amortization 88,686 44,546 47,601
-------- -------- --------
Funds from Operations $151,664 $ 83,007 $110,393
======== ======== ========
At Atrium at Alpha Business Center, revenues increased $23,869 when comparing
first quarter 1999 to the first quarter of 1998. The increase in revenue can
be attributable to increases in base rental income ($8,853), escalation income
($8,570), and miscellaneous income ($8,100). These increases were partially
offset by a decrease in electric income ($1,654). The increase in miscellaneous
income can be attributed to the receipt of a termination fee. The increase in
rental revenue is primarily due to increased rental rates and the increased
escalation revenue is due to a related increase in 1998 escalatable expenses.
Expenses increased $18,202 when comparing the first quarter of 1999 to the
first quarter of 1998. This increase in expenses is mainly attributable to
increases payroll expense ($4,973), common area expenses ($7,971), snow removal
($4,986), amortization expense ($6,782), and other operating expenses ($1,030).
These increases were partially offset by decreases in electricity expense
($3,999) and professional fees ($3,541). The increase in common area expenses
is due to the expense of a lunch cart made available to the tenants. The
increase in payroll is due to additional maintenance and office personnel when
needed at the property.
At Franklin Park Distribution Center, revenues decreased significantly ($88,343)
when comparing the first quarter of 1999 to the first quarter of 1998. This
decrease in revenues is due to the lower occupancy level as a result of a former
major tenant vacating in 4th quarter 1998. Expenses at Franklin Park
Distribution Center remained relatively stable with only a $2,510 decrease when
comparing the first quarter of 1999 to the first quarter of 1998. Although
overall expenses remained
-12-
13
consistent, the following fluctuations occurred: an increase in vacancy
expense ($6,533), partially offset by decreases in repairs and maintenance
related expenses ($2,325) and amortization ($6,348).
At the Applied Communications Building revenues decreased $6,334 when comparing
the first quarter of 1999 to the first quarter of 1998. This decrease in
revenue is attributable to a decrease in escalation income due to a lower
amount of 1998 actual reimbursable expenses. Expenses at the Applied
Communications Building increased by $18,216 when comparing the first quarter
of 1999 to the first quarter of 1998. This increase in expenses can primarily
be attributed to increases in snow removal ($3,676), cleaning supplies
($2,300), electricity expense ($7,166), and amortization expense ($7,667).
These increases were partially offset by a decrease in real estate tax expense
($2,545).
The occupancy levels at two of the Registrant's properties during the first
quarter remain at a high level. These levels can be attributable to the
Registrant'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 March
31, 1999, 1998 and 1997 are as follows:
Occupancy levels as of March 31,
--------------------------------
Property 1999 1998 1997
-------- ---- ---- ----
Atrium at Alpha Business Center 92% 92% 95%
Franklin Park Distribution Center 57% 100% 100%
Applied Communications Building 100% 100% 100%
During the first quarter of 1999, leasing activity at the Atrium at Alpha
Business Center consisted of one new major tenant occupying 14,155 square feet.
There was no other leasing activity during the 1st quarter. Occupancy as of
March 31, 1999 increased to 92% compared to 76% at the beginning of the
quarter. The property has two major tenants, one which leases 11% of the
building with a lease expiring May 1999. The Registrant has sent a proposal to
this tenant with renewal and expansion options. The other major tenant
occupies 15% of the available space on a lease which commenced January 1999 and
expires December 2003.
Occupancy at Franklin Park Distribution Center remains at 57% during the 1st
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.
Year 2000 Issues
- ----------------
Information Technology Systems
- ------------------------------
The Registrant 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 Registrant's software has
informed the Registrant that it is Year 2000 compliant. The Registrant
believes after reasonable investigation that its information technology
hardware is Year
-13-
14
2000 compliant. However, in the event that such systems should fail, as a
contingency plan, the Registrant could prepare all required accounting entries
manually, without incurring material additional operating expenses.
Non-Information Technology Systems
- ----------------------------------
At the request of the Registrant, 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 Registrant's properties and have
determined that such systems are materially Year 2000 compliant. In some of
the Registrant'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 Registrant does separately track the internal costs incurred for its Year
2000 project. The Registrant does not believe that the Year 2000 issue will
pose significant problems to the Registrant'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
Registrant's financial condition or results of operations.
Material Third Parties' Systems Failures
- ----------------------------------------
The most reasonable likely worst case scenario facing the Registrant 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 Registrant'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 Registrant'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 Registrant's
business or results of operations, non-Information technology systems failure
in the Registrants's properties could lead to tenants attempting to withhold
their rent payments, which could materially adversely effect the Registrant's
business, results of operations and financial conditions as a result of
increased legal costs. The Registrant believes that such material effect is
primarily limited to items of a utility nature furnished by third parties to
the Registrant 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 Registrant 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.
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 Registrant 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
-14-
15
Registrant 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 Registrant to withhold rent, in the
event that the Registrant's properties are not usable for their intended
purposes. The Registrant 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 Registrant 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
- ----------------
For the quarter ended March 31, 1999, the Registrant's consolidated revenues are
$756,402, a decrease of $12,866 when compared to the results of 1st quarter
ended March 31, 1998. The decrease in revenues is primarily due to the
decrease of revenues at Franklin Park Distribution Center as discussed
previously in the property comparisons. There were revenue increases to
offset this decrease in revenue for both Atrium at Alpha Business Center and
Applied Communications Building. The increases at Atrium at Alpha Business
Center are attributable to the occupancy level increase as mentioned in the
property comparisons. The increase in revenue for the Applied Communications
Building is recognized at the corporate level due to entries posted to record
revenue on a straight-line basis for the three months ended March 31, 1999 as a
result of the ten year lease executed September 1998. During the first quarter
ended March 31, 1999, consolidated expenses are $960,105 as compared to
$798,017 for the three months ended March 31, 1998. The increase in expenses
of $162,088 can primarily be attributable to increases in payroll expense
($56,675), professional services ($67,555), snow removal ($9,247), cleaning
expenses ($6,616), depreciation and amortization ($6,941), and other operating
expenses ($17,998). These increases were partially offset by a decrease in
interest expense ($2,040). The increase in professional services is due to
legal fees incurred as a result of the ongoing lawsuit in which the Registrant
is involved. The increase in payroll can be attributed to the employment
agreements effective March 1998. For additional information, refer to "Note D"
page 7 in the "Notes to Unaudited Financial Statements". The increase in other
operating expenses is due to increases in both repairs and maintenance related
expenses and common area expenses as mentioned in the property comparisons.
1998 Comparisons
- ----------------
As of March 31, 1998, the Registrant's consolidated revenues are $769,268 an
increase of $25,107 or 3% when compared to the results of the first quarter
ended March 31, 1997. The increase in revenues is due to the increase of
rental income at Atrium at Alpha Business Center and the Franklin Park
Distribution Center as discussed above. During the first quarter ended March
31, 1998, consolidated expenses are $798,017 as compared to $700,429 for the
three months ended March 31, 1997. The increase in expenses of $97,588 can be
attributable to increases in payroll expenses ($25,961), professional services
($55,215) and other operating expenses ($17,738). The increase in professional
services is due to legal fees incurred as a result of the two ongoing lawsuits
in which the Registrant is involved.
Inflation
- ---------
The effects of inflation did not have a material impact upon the Registrant's
operations in fiscal year 1998 and are not expected to have material impact in
1999.
-15-
16
PART II. OTHER INFORMATION
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
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's present
intention is to appeal the judgment.
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,
-16-
17
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.
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: May 14, 1999
By: /s/ William J. Carden
------------------------------
William J. Carden
Chairman and CEO
/s/ Patricia A. Nooney
------------------------------
Patricia A. Nooney
President and Secretary
-17-
18
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
3.(i) 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.(ii) 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)
-18-