SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM 10-Q/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter period ended August 31, 1996
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 0-10287
NOONEY REAL PROPERTY INVESTORS-TWO, L.P.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Missouri
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
43-1182535
- --------------------------------------------------------------------------------
(I.R.S. Employer Identification No.)
7701 Forsyth Boulevard, St. Louis, Missouri 63105
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314) 863-7700
- --------------------------------------------------------------------------------
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 __________.
Page 1 of 12 Pages
<PAGE>
PART I
ITEM 1 - FINANCIAL STATEMENTS:
- ------------------------------
NOONEY REAL PROPERTY INVESTORS-TWO, L.P.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
August 31, November 30,
1996 1995
(Unaudited)
------------- -------------
ASSETS:
Cash and cash equivalents ................ $ 590,487 $ 628,358
Accounts receivable ...................... 132,665 118,202
Prepaid expenses and deposits ............ 15,674 38,356
Investment property
Land and improvements .................. 1,886,042 1,886,042
Buildings and improvements ............. 13,725,466 13,572,201
------------ ------------
15,611,508 15,458,243
Less accumulated depreciation .......... (8,259,386) (7,942,832)
------------ ------------
7,352,122 7,515,411
Deferred expenses-At amortized cost ...... 114,742 139,838
------------ ------------
$ 8,205,690 $ 8,440,165
============ ============
LIABILITIES AND PARTNERS' DEFICIT:
Liabilities:
Accounts payable and accrued expenses .... $ 401,048 $ 354,307
Refundable tenant deposits ............... 69,374 61,263
Mortgage notes payable ................... 8,085,013 8,331,643
------------ ------------
8,555,435 8,747,213
Partners' Deficit .......................... (349,745) (307,048)
------------ ------------
$ 8,205,690 $ 8,440,165
============ ============
SEE NOTES TO FINANCIAL STATEMENTS
-2-
<PAGE>
<TABLE>
NOONEY REAL PROPERTY INVESTORS-TWO, L.P.
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS AND PARTNERS' DEFICIT
(UNAUDITED)
<CAPTION>
Three Months Ended Nine Months Ended
--------------------------- ---------------------------
August 31, August 31, August 31, August 31,
1996 1995 1996 1995
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUES:
Rental and other income .............................................. $ 569,116 $ 589,877 $ 1,685,255 $ 1,753,545
Interest ............................................................. 1,940 2,088 7,230 7,717
------------ ------------ ------------ ------------
571,056 591,965 1,692,485 1,761,262
EXPENSES:
Interest ............................................................. 192,561 209,453 585,331 633,718
Depreciation and amortization ........................................ 127,842 115,750 375,927 351,234
Real estate taxes .................................................... 104,623 102,896 301,091 309,987
Property management fees paid to Nooney Krombach Company ............. 28,410 29,539 83,622 87,271
Reimbursement to Nooney Krombach Company for partnership management
services and indirect expenses ..................................... 7,500 7,500 22,500 22,500
Other operating expenses ............................................. 86,153 88,945 366,711 286,605
------------ ------------ ------------ ------------
547,089 554,083 1,735,182 1,691,315
------------ ------------ ------------ ------------
NET INCOME (LOSS) ...................................................... $ 23,967 $ 37,882 $ (42,697) $ 69,947
============ ============ ============ ============
NET INCOME (LOSS) PER LIMITED PARTNERSHIP UNIT ......................... $ 1.98 $ 3.13 $ (3.52) $ 5.77
============ ============ ============ ============
PARTNERS' DEFICIT:
Beginning of Period .................................................. $ (373,712) $ (329,427) $ (307,048) $ (361,492)
Net Income (Loss) .................................................... 23,967 37,882 (42,697) 69,947
------------ ------------ ------------ ------------
End of Period .......................................................... $ (349,745) $ (291,545) $ (349,745) $ (291,545)
============ ============ ============ ============
SEE NOTES TO FINANCIAL STATEMENTS
</TABLE>
-3-
<PAGE>
<TABLE>
NOONEY REAL PROPERTY INVESTORS-TWO, L.P.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION>
Three Months Ended Nine Months Ended
------------------------ ------------------------
August 31, August 31, August 31, August 31,
1996 1995 1996 1995
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
Net Income (Loss) ........................................................ $ 23,967 $ 37,882 $ (42,697) $ 69,947
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization .......................................... 127,842 115,750 375,927 351,234
Changes in assets and liabilities:
Decrease (Increase) in accounts receivable ........................... (60,402) 25,487 (14,463) 120,112
(Increase) Decrease in prepaid expenses .............................. 125,298 (896) 22,682 (12,362)
Increase in deferred expenses ........................................ (5,841) (96,380) (8,370) (100,543)
Increase (Decrease) in accounts payable and accrued expenses ......... (42,906) 118,312 46,741 44,165
Increase in refundable tenant deposits ............................... 4,448 239 8,111 1,293
--------- --------- --------- ---------
Total Adjustments ................................................ 148,439 162,512 430,628 403,899
--------- --------- --------- ---------
Net cash provided by operating activities .................................. 172,406 200,394 387,931 473,846
CASH FLOWS USED IN INVESTING ACTIVITIES:
Addition to investment property .......................................... (29,958) (32,029) (179,172) (52,961)
--------- --------- --------- ---------
Net cash used in investing activities .................................... (29,958) (32,029) (179,172) (52,961)
CASH FLOWS USED IN FINANCING ACTIVITIES:
Payments on mortgage notes payable ....................................... (84,004) (70,938) (246,630) (258,244)
--------- --------- --------- ---------
Net cash used in financing activities .................................... (84,004) (70,938) (246,630) (258,244)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........................ 58,444 97,427 (37,871) 162,641
CASH AND CASH EQUIVALENTS,
Beginning of period ...................................................... 532,043 668,253 628,358 603,039
--------- --------- --------- ---------
CASH AND CASH EQUIVALENTS,
End of period ............................................................ $ 590,487 $ 765,680 $ 590,487 $ 765,680
========= ========= ========= =========
CASH, Paid for interest .................................................... $ 192,561 $ 209,453 $ 585,331 $ 633,718
========= ========= ========= =========
SEE NOTES TO FINANCIAL STATEMENTS
</TABLE>
-4-
<PAGE>
NOONEY REAL PROPERTY INVESTORS-TWO, L.P.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED AUGUST 31, 1996 AND 1995
NOTE A:
Refer to the Registrant's financial statements for the year ended November 30,
1995, 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:
The financial statements include only those assets, liabilities and results of
operations of the partners which relate to the business of Nooney Real Property
Investors-Two, L.P. The statements do not include assets, liabilities, revenues
or expenses attributable to the partners' individual activities. No provision
has been made for federal and state income taxes since these taxes are the
responsibility of the partners. In the opinion of the general partners, all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position, results of operations and changes in
financial position at August 31, 1996 and for all periods presented have been
made.
NOTE C:
The Registrant's properties are managed by Nooney Krombach Company, a
wholly-owned subsidiary of Nooney Company. Certain individual general partners
of the Registrant are officers and directors of Nooney Company. Nooney
Investors, Inc., a general partner, is a wholly-owned subsidiary of Nooney
Company.
NOTE D:
The income/loss per limited partnership unit for the three and nine months ended
August 31, 1996 and 1995 was computed based on 12,000 units, the number of units
outstanding during the periods.
-5-
<PAGE>
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
- -------------------------------------------------------------------------------
Liquidity and Capital Resources
- -------------------------------
Cash on hand as of August 31, 1996 is $590,487, a decrease of $37,871 from year
end November 30, 1995. The decrease in cash flow can be attributed to the
increase in capital expenditures for the quarter ended and for the nine month
period ended August 31, 1996. The increase in capital primarily relates to
renovations at Morenci Professional Park in order to prepare the suites vacated
by the major tenant in December 1995 for occupancy. Though cash on hand has
decreased over the past nine months, the Registrant expects the properties to
provide adequate cash flow from operations to fund anticipated capital
expenditures. The anticipated capital expenditures by property are as follows:
Leasing Other
Capital Capital Total
-------- -------- --------
Park Plaza I & II .................... $ 0 $ 65,000 $ 65,000
Maple Tree Shopping Center ........... 0 33,000 33,000
Jackson Industrial ................... 0 152,800 152,800
Morenci Professional Park ............ 36,100 0 36,100
-------- -------- --------
$ 36,100 $250,800 $286,900
======== ======== ========
During the fourth quarter of 1996, approximately $286,900 of capital
expenditures are anticipated. Leasing capital at Morenci Professional Park will
fund tenant alterations and lease commissions. Other capital at Park Plaza I &
II will be for the following items: resurface sections of the rear parking lot
and adjusting of the property's sprinkler system and sprinkler heads. Maple Tree
Shopping Center has scheduled the enclosure of its waste storage bins in an
effort to comply with city ordinances. The registrant has forecasted for the
replacement/repair of certain sections of the roof and replacement of the
skylights at Jackson Industrial.
As of November 1, 1995, the Registrant negotiated an extension of the second
mortgages secured by Park Plaza I & II, Morenci Professional Park and Maple Tree
Shopping Center. The term of the extensions was for a period of one year
maturing October 31, 1996 at a rate of 1.5% over the then published prime rate.
As of August 31, 1996, the interest rate on the debt was 9.75%. The balance of
the debt on Park Plaza I & II and Morenci Professional Park as of August 31,
1996 is $249,926. The balance of the debt on Maple Tree Shopping Center as of
August 31, 1996 is $279,188.
The future liquidity of the Registrant is dependent in its ability to fund
future capital expenditures and mortgage payments from operations and cash
reserves, maintain occupancy, and negotiate with lenders the refinancing of
mortgage debt as it matures. Until such time as the real estate market recovers
and a profitable sale of the properties is feasible, the Registrant will
continue to manage the properties to achieve its investment objectives.
-6-
<PAGE>
Results of Operations
- ---------------------
The results of operations of the Registrant's properties for the quarter ended
August 31, 1996 and 1995 are detailed in the schedule below. Revenues and
expenses of the Registrant are not presented.
<TABLE>
<CAPTION>
Jackson Maple Tree Park Morenci
Industrial Shopping Ctr. Plaza I & II Prof. Park
-------------- ------------- ------------- --------------
<S> <C> <C> <C> <C>
1996
- ----------------------------
Revenues ................... $ 218,855 $ 138,347 $ 117,439 $ 93,662
Expenses ................... 217,180 123,162 83,463 106,523
------------- ------------- ------------- -------------
Net Income (Loss) .......... $ 1,675 $ 15,185 $ 33,976 $ (12,861)
============= ============= ============= =============
1995
- ----------------------------
Revenues ................... $ 223,545 $ 131,571 $ 107,035 $ 128,625
Expenses ................... 232,004 119,827 81,776 102,654
------------- ------------- ------------- -------------
Net Income (Loss) .......... $ (8,459) $ 11,744 $ 25,259 $ 25,971
============= ============= ============= =============
</TABLE>
The operating results at Jackson Industrial varied from quarter ended August 31,
1996 to quarter ended August 31, 1995. The decrease in revenues relates to the
1995 renewal of one of the property's major tenants. Though the Registrant
during lease renewal negotiations obtained an increase in rental income, this
increase was offset by an decrease in tax recovery income due to a change in the
tenant's base year coupled with a reduction in real estate tax expense. Expenses
decreased due a decrease in interest expense which can be attributed to the
refinancing of the 1st mortgage debt in November of 1995. Also decreasing is
real estate taxes due to a reduction in the property's tax assessment.
Offsetting the expense decreases was an increase in amortization expense which
can be attributed to the amortization of tenant alterations and loan fees
incurred in 1995.
The operating results at Maple Tree Shopping Center for the third quarter of
1996 compared to 1995 remained relatively stable with an increase in net income
of $3,441.
The improved operating results at Park Plaza I & II when comparing net income
for the quarter ended August 31, 1996 to 1995 is a result of an increase in
revenues. The increase relates primarily to an increase in rental income which
can be attributed to an increase in average occupancy during the third quarter.
Operating expenses remained relatively stable when comparing the results from
August 31, 1996 to 1995.
The results of operations at Morenci Professional Park varied significantly when
comparing quarter ended results from August 31, 1996 to 1995. The significant
decrease in net income is attributable to a decrease in revenues. The decrease
in revenues can be attributed to the expected move out of the property's major
tenant in December 1995. With approximately 49% of the available space vacated,
rental revenues significantly decreased. However, the occupancy at Morenci
Professional Park has increased faster than what was previously expected and at
the end of August the occupancy rate is 68%. Operating expenses remained
relatively stable when comparing the results from August 31, 1996 to 1995.
-7-
<PAGE>
The occupancy at three of the Registrant's properties remained at high levels.
The occupancy at Morenci Professional Park, as expected, decreased significantly
due to the vacancy of a major tenant effective December 1995. The occupancy
levels at August 31, 1996, 1995 and 1994 are as follows:
Occupancy levels as of August 31,
---------------------------------
Property 1996 1995 1994
- --------------------------------------------- ------ ------ ------
Park Plaza I & II ........................... 100% 92% 98%
Morenci Professional Park ................... 68% 99% 94%
Maple Tree Shopping Center .................. 100% 98% 98%
Jackson Industrial .......................... 100% 100% 100%
At Park Plaza I & II occupancy level for the quarter ended August 31, 1996
increased to 100%. Leasing activity consisted of the renewal of 3,600 square
feet to a single tenant. The Registrant also leased an additional 2,340 square
feet to a single user. The property did not have any move-outs. At Park Plaza I
& II, no tenant occupies more than 10% of the available space.
During the third quarter leasing activity at Morenci Professional Park is as
follows: five (5) new leases were signed with a combined total square feet of
8,400; three (3) leases were renewed with a total square footage of 4,800, and;
one (1) tenant vacated 1,200 square feet. In summary, occupancy increase
approximately 7% during the quarter ended August 31, 1996. Morenci Professional
Park has no tenants that occupy more than 10% of the available space. Subsequent
to quarter end, the Registrant has been able to sign six (6) new leases totaling
18,000 square feet.
In the third quarter of fiscal year 1996 at Maple Tree Shopping Center occupancy
increased to 100% with the renewal of one (1) lease occupying 1,600 square feet
and the signing of a new lease with 1,500 square feet. The tenants that occupy
approximately 18% and 42% of the available space has a lease expirations of
April 30, 2000 and July 31, 1999, respectively.
Jackson Industrial currently has two tenants who lease 100% of the available
space. The major tenant who occupies approximately 61% of the available space
renewed its lease for a period of five years commencing August 1, 1995. This
tenant has indicated to the community through a press release that they will be
closing this facility. The Registrant has not received verbal or written notice
that the tenant will be exercising their termination option. The other tenant
occupying 39% of the available space has a lease which expires July 31, 1997.
1996 Comparison to 1995
- -----------------------
Revenues for the quarter ended August 31, 1996 and 1995 are $571,056 and
$591,965, respectively. For the nine month period ended August 31, 1996 and 1995
revenues are $1,692,485 and $1,761,262, respectively. For the quarter ended
revenues decreased $20,909 when comparing August 31, 1996 to 1995 and for the
nine month period ended revenues decreased $68,777 for the same periods ended
August 31, 1996 and 1995.
The decrease in consolidated revenues on a quarterly and nine month basis can be
attributed to decreases at Morenci Professional Park and Jackson Industrial
offset by increases in revenues at Park Plaza I & II. The decrease in revenues
at Morenci Professional Park can be attributed to the expected move-out of a
major tenant in December 1995. Offsetting the reduction in rental income from
the major tenant are rental revenues received from new and expanding tenants.
Since the move-out of
-8-
<PAGE>
the major tenant in December 1995 occupancy at Morenci Professional Park has
increased approximately 18%. The decrease in revenues at Jackson Industrial
relates to the 1995 renewal of one of the properties major tenants. Though the
Registrant during lease renewal negotiations obtained an increase in rental
income, this increase was offset by an decrease in tax recovery income due to a
change in the tenants base year coupled with a reduction in real estate tax
expense. As revenues decreased at Morenci Professional Park and Jackson
Industrial, at Park Plaza I & II revenues increased approximately $10,000 for
both the quarter and nine month period ended August 31, 1996 when compared to
the same periods ended August 31, 1995. The increases relate primarily to an
increase in rental income which can be attributed to an increase in average
occupancy during the three month and nine month periods.
As of August 31, 1996 and 1995 consolidated expenses for the quarter ended were
$547,089 and $554,083, respectively. For the nine month period ended August 31,
1996 and 1995 consolidated expenses were $1,735,182 and $1,691,315,
respectively. For the quarter and nine month periods ended consolidated expenses
remained relatively stable, however, on an individual basis several expense
categories varied significantly.
For the quarter ended interest expense decreased $16,892 while depreciation and
amortization increased $12,092. The decrease in interest expense relates to the
refinancing of the first mortgage debt effective November 1, 1995 for a period
of five years at a rate of 9.31%, being amortized over 18 years. The increase in
depreciation and amortization corresponds to the increase in capital
expenditures to move tenants in at the various properties.
The increase in expenses for the nine month period ended August 31, 1996 when
compared to the same period ended August 31, 1995 can be attributed to increases
in depreciation and amortization and other operating expenses offset by a
decrease in interest expense. The increase in depreciation and amortization
corresponds to the increase in capital expenditures to move tenants in at the
various properties. The increase in other operating expenses is attributable to
the following expense categories: vacancy expense ($27,103), snow removal
($16,384), bad debt expense ($13,968), administrative expenses ($12,512),
repairs and maintenance ($10,458) and parking lot expenditures ($7,586). These
expense categories were offset by a decrease in professional services
($8,139).The decrease in interest expense relates to the refinancing of the
first mortgage debt effective November 1, 1995 for a period of five years at a
rate of 9.31%, being amortized over 18 years.
1995 Comparisons to 1994
- ------------------------
As of August 31, 1995, the Registrant's consolidated revenues are $591,965 for
the quarter ended and $1,761,262 for the nine month period ended. The revenues
have increased $19,744 or 3.45% over the same quarter ended August 31, 1994 and
$47,910 or 2.80% over same nine month period ended August 31, 1994.
The increase in consolidated revenues for the quarter ended August 31, 1995
relates to Morenci Professional Park and Jackson Industrial offset by decreases
at Park Plaza I & II and Maple Tree Shopping Center of $4,279 and $3,404,
respectively. Increasing revenues at Morenci Professional Park were caused by
slightly increasing rental rates over the past year. At Jackson Industrial
increases in revenues are attributable to slightly increasing rental rates over
the past year along with a significant increase in tax recovery income. The
increase in tax recovery income is in direct
-9-
<PAGE>
correlation with an increase in real estate taxes. The decreases at Park Plaza I
& II and Maple Tree Shopping Center relate to common area maintenance recovery
income. For the nine month period ended August 31, 1995, the increase in
consolidated revenues relates to increases in rental income at Jackson
Industrial, Park Plaza I & II and Morenci Professional Park, tax recovery income
at Jackson Industrial and percentage rent income at Maple Tree Shopping Center.
Offsetting these increases were reductions in common area maintenance recovery
income at Maple Tree Shopping Center, Morenci Professional Park and Park Plaza I
& II.
Rental income increases at Jackson Industrial and Park Plaza I & II is
attributable to slightly increasing rental rates. At Morenci Professional Park
rental income increased due to slightly increasing rental rents and increased
occupancy.
Jackson Industrial had the largest increase in revenues for the nine month
period ended August 31, 1995. Revenues were $668,206 and $621,252 for the nine
month period ended August 31,1995 and 1994, respectively. The significant
increase in revenues relates to real estate tax recovery income. The cause of
the increase relates to a reassessment performed by the county taxing authority
in which the taxing authority discovered an error in the method in which the
property was assessed. The reassessment caused a significant increase in real
estate tax expense which can be recovered from the tenants.
Maple Tree Shopping Center revenues increased $6,336 for the nine month period
ended August 31, 1995 when compared to the same period ended August 31, 1994.
The increase in revenues relates to percentage rents. In 1994 for the nine
months ended, the property received $6,474 in percentage rent income compared to
$15,775 in 1995. The increase in percentage rent revenues is attributable to two
tenants whose sales significantly exceeded their defined breakpoint contained in
their lease.
As of August 31, 1995, the Registrant's consolidated expenses for the quarter
ended and nine month period ended are $554,083 and $1,691,315, respectively.
Expenses for the quarter ended decreased $2,329 or .42% when compared to the
quarter ended August 31, 1994. For the nine month period ended August 31, 1995
expenses decreased $32,684 or 1.90% when compared to the same period ended
August 31, 1994.
The decrease in consolidated expenses for the quarter ended and nine month
period ended August 31, 1995 is attributable to decreases in interest expense,
depreciation and amortization and other operating expenses. These decreases were
offset by an increase in real estate taxes. Interest expense decreased $7,798
and $14,644 for the quarter ended and nine month period ended August 31, 1995,
respectively, when compared to the same period ended August 31, 1994. The
decrease in interest expense is caused by principal amortization on the
Registrant's outstanding debts. In addition to monthly principal payments on the
primary debts, the Registrant has paid down in two $50,000 installments the
secondary debt. These installments were made in the first quarter of 1994 and
1995.
-10-
<PAGE>
Offsetting the decrease in interest expense due to principal paydowns were
increases in the interest rates on the Registrant's floating rate debt. The
decrease in depreciation and amortization are attributable to certain capital
expenditures (lease commissions, tenant alterations and building improvements)
at the Registrant's properties becoming fully depreciated and/or amortized,
offset by additional capital expenditures at Jackson Industrial and Maple Tree
Shopping Center. Other operating expenses for the quarter ended and nine month
period ended August 31, 1995 are $88,945 and $286,605, respectively, a decrease
of $2,087 and $37,880 when compared to the same period ended August 31, 1994.
The decrease in other operating expenses for the nine month period ended August
31, 1995 relates to decreases at Park Plaza I & II and Morenci Professional
Park. At both Park Plaza I & II and Morenci Professional Park there were
decreases in insurance expense, snow removal costs and vacancy costs accounting
for $31,135 of the decrease. The remainder of the decrease is comprised of
changes in several expense categories.
As interest expense, depreciation and amortization and other operating expenses
decreased, real estate tax expense significantly increased at Jackson Industrial
due to a reassessment performed by the county taxing authority in which the
taxing authority discovered an error in the method in which the property was
assessed. The reassessment caused real estate taxes to increase from $86,545 to
$139,120 when comparing the nine month periods ended August 31, 1994 and 1995,
respectively.
Inflation
- ---------
The effects of inflation did not have material impact upon the Registrant's
operations in fiscal year 1995, and are not expected to materially affect the
Registrant's operations in 1996.
-11-
<PAGE>
PART II
OTHER INFORMATION
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 REAL PROPERTY INVESTORS-TWO, L.P.
Dated: October 14, 1996 By: /s/ Gregory J. Nooney, Jr.
------------------------------------
Gregory J. Nooney, Jr.
General Partner
NOONEY INVESTORS, INC.
By: /s/ Gregory J. Nooney, Jr.
------------------------------------
Gregory J. Nooney, Jr.
Chairman
By: /s/ Patricia A. Nooney
------------------------------------
Patricia A. Nooney
Senior Vice President and Secretary
BEING A MAJORITY OF THE DIRECTORS
-12-
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
- -------------- ----------------------------------------------------------------
3.1 Amended and Restated Agreement and Certificate of Limited
Partnership dated November 5, 1979, is incorporated by reference
to the Prospectus contained in Amendment No. 1 to the
Registration Statement on Form S-11 under the Securities Act of
1933 (File No. 2-65006).
27 Financial Data Schedule (provided for the information of the
Securities and Exchange Commission only)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS FOR NOONEY REAL PROPERTY INVESTORS-TWO, L.P. AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000312155
<NAME> NOONEY REAL PROPERTY INVESTORS-TWO, L.P.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> AUG-31-1996
<CASH> 590,487
<SECURITIES> 0
<RECEIVABLES> 132,665
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 738,826
<PP&E> 15,611,508
<DEPRECIATION> (8,259,386)
<TOTAL-ASSETS> 8,205,690
<CURRENT-LIABILITIES> 401,048
<BONDS> 8,085,013
0
0
<COMMON> 0
<OTHER-SE> (349,745)
<TOTAL-LIABILITY-AND-EQUITY> 8,205,690
<SALES> 1,685,255
<TOTAL-REVENUES> 1,692,485
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,149,851
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 585,331
<INCOME-PRETAX> (42,697)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
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