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 August 31, 1997
----------------------------------------
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
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NOONEY REAL PROPERTY INVESTORS-TWO, L.P.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Missouri 43-1182535
- ------------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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 ____.
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PART I
ITEM 1 - FINANCIAL STATEMENTS:
NOONEY REAL PROPERTY INVESTORS-TWO, L.P.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
August 31, November 30,
1997 1996
(Unaudited)
----------- ------------
ASSETS:
Cash and cash equivalents $ 498,926 $ 596,247
Accounts receivable 150,195 147,278
Prepaid expenses and deposits 83,833 46,229
Investment property
Land 1,886,042 1,886,042
Buildings and improvements 14,109,668 13,965,067
----------- -----------
15,995,710 15,851,109
Less accumulated depreciation 8,754,709 8,391,993
----------- -----------
7,241,001 7,459,116
Deferred expenses-At amortized cost 81,274 105,224
----------- -----------
$ 8,055,229 $ 8,354,094
=========== ===========
LIABILITIES AND PARTNERS' DEFICIT:
Liabilities:
Accounts payable and accrued expenses $ 494,072 $ 572,660
Mortgage notes payable 7,730,028 7,999,107
Refundable tenant deposits 81,227 72,449
----------- -----------
8,305,327 8,644,216
Partners' Deficit (250,098) (290,122)
----------- -----------
$ 8,055,229 $ 8,354,094
=========== ===========
SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
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<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
Aug. 31, Aug. 31, Aug. 31, Aug. 31,
1997 1996 1997 1996
------- ------- ------- --------
<S> <C> <C> <C> <C>
REVENUES:
Rental and other income $ 603,022 $ 569,116 $ 1,782,849 $ 1,685,255
Interest 3,291 1,940 7,247 7,230
----------- ----------- ----------- -----------
606,313 571,056 1,790,096 1,692,485
EXPENSES:
Interest 182,072 192,561 557,010 585,331
Depreciation and amortization 131,586 127,842 390,891 375,927
Real estate taxes 101,883 104,623 296,007 301,091
Property management fees paid to
Nooney Krombach Company 29,927 28,410 88,982 83,622
Reimbursement to Nooney Krombach
Company for partnership management
services and indirect expenses 7,500 7,500 22,500 22,500
Insurance 13,015 13,491 39,340 43,869
Parking Lot 25,151 19,548 50,298 53,124
Repairs & Maintenance 16,739 13,146 49,266 28,829
Office - General 9,724 5,328 26,794 26,404
Payroll 19,629 15,606 58,285 50,853
Professional Services 11,799 5,757 78,257 49,074
Vacancy Expense 3,848 5,507 24,652 33,187
Other operating expenses 6,390 7,770 67,790 81,371
----------- ----------- ----------- -----------
559,263 547,089 1,750,072 1,735,182
----------- ----------- ----------- -----------
NET INCOME (LOSS) $ 47,050 $ 23,967 $ 40,024 $ (42,697)
=========== =========== =========== ===========
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $ 3.88 $ 1.98 $ 3.30 $ (3.52)
=========== =========== =========== ===========
PARTNERS' DEFICIT:
Beginning of Period $ (297,148) $ (373,712) $ (290,122) $ (307,048)
Net Income (Loss) 47,050 23,967 40,024 (42,697)
----------- ----------- ----------- -----------
End of Period $ (250,098) $ (349,745) $ (250,098) $ (349,745)
=========== =========== =========== ===========
SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
</TABLE>
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<PAGE>
<TABLE>
NOONEY REAL PROPERTY INVESTORS-TWO, L.P.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION>
Nine Months Ended
Aug. 31, Aug. 31,
1997 1996
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ 40,024 $ (42,697)
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 390,891 375,927
Changes in assets and liabilities:
Increase in accounts receivable (2,917) (14,463)
Decrease (Increase) in prepaid expenses
and deposits (37,604) 22,682
Decrease (Increase) in deferred expenses (1,202) (8,370)
Increase (Decrease) in accounts payable
and accrued expenses (78,588) 46,741
Increase in refundable tenant deposits 8,778 8,111
---------- ---------
Total Adjustments 279,358 430,628
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Net cash from operating activities 319,382 387,931
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CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to investment property (147,623) (179,172)
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Net cash used in investing activities (147,623) (179,172)
---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on mortgage notes payable (269,080) (246,630)
---------- ---------
Net cash used in financing activities (269,080) (246,630)
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NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (97,321) (37,871)
---------- ---------
CASH AND CASH EQUIVALENTS, beginning of period 596,247 628,358
---------- ---------
CASH AND CASH EQUIVALENTS, end of period $ 498,926 $ 590,487
========== =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION - Cash paid during period for interest $ 557,010 $ 585,331
========== =========
SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
</TABLE>
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<PAGE>
NOONEY REAL PROPERTY INVESTORS-TWO, L.P.
(A LIMITED PARTNERSHIP)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED AUGUST 31, 1997 AND 1996
NOTE A:
Refer to the Registrant's financial statements for the year ended November 30,
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:
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, 1997 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
and a corporate general partner 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, 1997 and 1996 was computed based on 12,000 units, the number of
units outstanding during the periods.
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<PAGE>
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
It should be noted that this 10-Q contains forward-looking information (as
defined in the Private Securities Litigation Reform Act of 1995) that involves
risk and uncertainty, including trends in the real estate investment market,
projected leasing and sales, and the future prospects for Registrant. Actual
results could differ materially from those contemplated by such statements.
Liquidity and Capital Resources
Cash on hand as of August 31, 1997 is $498,926, a decrease of $97,321 from year
ended November 30, 1996. The decrease in cash can be attributed to the capital
expenditures for the quarter ended and for the nine month period ended August
31, 1997. 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 during the fourth quarter of 1997. The
anticipated capital expenditures by property are as follows:
Leasing Capital Other Capital Total
--------------- ------------- ---------
Park Plaza I & II $ 1,278 $ 62,120 $ 63,398
Maple Tree Shopping Center 6,000 11,264 17,264
Jackson Industrial 0 0 0
Morenci Professional Park 10,360 27,840 38,200
-------- -------- --------
$ 17,638 $101,224 $118,862
======== ======== ========
Leasing capital at Park Plaza I & II, Maple Tree Shopping Center and Morenci
Professional Park will fund tenant alterations and lease commissions for both
new and renewal tenants. Other capital at Park Plaza I & II will be for major
concrete repairs and replacement and resurfacing the front parking lot. Other
capital at Maple Tree Shopping Center will be for the addition of the new ground
sign, and other capital at Morenci Professional Park is for the first phase of
asphalt resurfacing.
The first mortgage debt on Morenci Professional Park and Park Plaza I & II have
maturity dates of October 2005 and December 2003, respectively. The first
mortgage on Jackson Industrial expires in November 2000. The second mortgages
secured by Park Plaza I & II, Morenci Professional Park and Maple Tree Shopping
Center continue to be extended one year at a time and currently expire November
1997. The Registrant anticipates the lender will renew these loans. The interest
rate on these two second mortgages is the current prime rate plus 1.5%. The
interest rate on this debt as of August 31, 1997, was 10%. The balance of the
second mortgage debt on Park Plaza I & II and Morenci Professional Park as of
August 31, 1997, is $236,594. The balance of the second mortgage debt on Maple
Tree Shopping Center as of August 31, 1997, is $264,692.
The future liquidity of the Registrant is dependent on its ability to fund
future capital expenditures and mortgage payments from operations and cash
reserves, maintain occupancy, and negotiate with lenders the refinancing of the
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.
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<PAGE>
Results of Property Operations
The results of operations of the Registrant's properties for the quarter ended
August 31, 1997 and 1996 are detailed in the schedule below. Revenues and
expenses of the Registrant are not presented:
Jackson Maple Tree Park Plaza Morenci
Industrial Shopping Center I and II Prof. Park
---------- --------------- --------- ----------
1997
----
Revenues $210,253 $139,475 $120,842 $127,971
Expenses 218,044 116,262 80,095 120,619
-------- -------- --------- --------
Net Income (Loss) $ (7,791) $ 23,213 $ 40,747 $ 7,352
======== ======== ======== ========
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)
======== ========= ======== =========
The operating results at Jackson Industrial show a decrease in revenue when
comparing the quarter ended August 31, 1997 to the quarter ended August 31,
1996. The decrease in revenue relates to tenant refunds of prior years real
estate taxes. The Registrant has had an ongoing real estate tax appeal covering
several years. This appeal is reaching its conclusion and the Registrant has
received refunds for overpayment of prior years taxes, some of which will be due
back to tenants for amounts billed by the Registrant to the tenant in excess of
the adjusted tax due. The amount due the tenants for prior years' taxes as of
August 31, 1997, was approximately $11,000.
At Maple Tree Shopping Center, revenues were relatively stable when comparing
the two years. Expenses for the quarter ended August 31, 1997, decreased when
compared to the quarter ended August 31, 1996, due mainly to decreases in
parking lot electric, repairs and maintenance building, real estate taxes, and
interest expense, offset by an increase in parking lot repairs.
Revenues at Park Plaza I & II increased when comparing quarter ended August 31,
1997 to 1996. The increase in revenues can be attributable to an increase in
base rental income and miscellaneous non-rental income. Expenses decreased for
the quarter ended 1997 as compared to the quarter ended 1996 due mainly to a
decrease in parking lot expense and amortization expense.
The results of operations at Morenci Professional Park shows that the property's
operations improved significantly from 1996 to 1997. Revenues increased due to
an increase in occupancy. Expenses increased due to an increase in management
fees, parking lot expenses, repairs and maintenance-electric, and water, offset
by decreases in repairs and maintenance building and vacancy expense. Occupancy
at the quarter ended August 31, 1997, was 91% versus 68% as of the quarter ended
August 31, 1996.
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<PAGE>
The occupancy at three of the Registrant's properties remained at high levels.
The occupancy at Morenci Professional Park continues to increase. The occupancy
levels at August 31, 1997, 1996 and 1995 are as follows:
Occupancy levels as of August 31,
Property 1997 1996 1995
-------- ---- ---- ----
Park Plaza I & II 98% 100% 92%
Morenci Professional Park 91% 68% 99%
Maple Tree Shopping Center 100% 100% 98%
Jackson Industrial 100% 100% 100%
At Park Plaza I & II, occupancy during the quarter increased from 97% at the
beginning of the quarter to 98% at the quarter's end. Leasing activity consisted
of the renewal of one lease for 2,340 square feet, the signing of a lease with a
new tenant for 2,460 square feet, offset by one tenant vacating 1,640 square
feet. At Park Plaza I & II no tenant occupies more than 10% of the available
space.
At Morenci Professional Park, leasing activity was strong during the third
quarter. The occupancy improved from 86% at the beginning of the quarter to 91%
at the quarter's end. Leasing activity consisted of four new tenants leasing
space occupying 7,200 square feet and renewal leases being signed for three
tenants who occupy 6,000 square feet. One tenant occupying 2,400 square feet
vacated during the quarter. No tenant occupies more than 10% of the available
space.
At Maple Tree Shopping Center, occupancy remained at 100% during the quarter and
there was no leasing activity. The property has two tenants who occupy
approximately 18% and 42% of the available space with lease expirations of April
30, 2000 and July 31, 1999, respectively.
Jackson Industrial remains 100% occupied by two tenants. One tenant occupies
approximately 61% of the available space with a lease which expires July of the
year 2000. This tenant has vacated the space and is offering it as available for
sub-lease, however, no new tenants have stepped forward at this time. This
tenant has an option to terminate in 1998; however, the Registrant has not
received verbal or written notice that the tenant will be exercising this
option. The other tenant occupying 39% of the available space has a lease which
expires July 31 of the year 2002. As previously reported, this tenant signed a
new five-year renewal lease which commenced during the third quarter of 1997.
1997 Comparison to 1996
Revenues for the quarter ended August 31, 1997 and 1996 are $606,313 and
$571,056, respectively. For the nine month period ended August 31, 1997 and
1996, revenues are $1,790,096 and $1,692,485, respectively. For the quarter
ended August 31, 1997, revenues increased $35,257 when compared to the prior
year and increased $97,611 when comparing the nine month period ended August 31,
1997 to the prior year. The increase in revenues is mainly due to the increase
in rental income at Morenci Professional Park as a result of the increase in
occupancy.
Consolidated expenses for the quarter ended August 31, 1997 and 1996, were
$559,263 and $547,089, respectively. Consolidated expenses increased $12,174
when comparing the quarter ended August 31, 1997 to the prior period.
Consolidated expenses for the nine months ended August 31,1997 and August 31,
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<PAGE>
1996, were $1,750,072 and $1,735,182, respectively. For the quarter ended August
31, 1997, expenses increased $12,174 due mainly to an increase in professional
services ($6,042) and parking lot repairs ($5,603). For the nine months ended
August 31, 1997, expenses increased $14,897 when compared to the similar period
of the prior year. This increase in expenses was a result of an increase in
repairs and maintenance ($20,437) and professional services ($29,183) and
payroll costs ($7,432), offset by decreases in interest ($28,321) and vacancy
expense ($8,535).
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 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 property's major
tenants. Though the Registrant during lease renewal negotiations obtained an
increase in rental income, this increase was offset by a decrease in tax
recovery income due to a change in the tenant's 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 deprecation 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 9.3%, 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 increase
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 in attributable to
the following expense categories: vacancy expense ($27,103), snow removal
($16,384), bad debt expense ($13,968), administrative expenses ($12,512),
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<PAGE>
repairs and maintenance ($10,458) and parking lot expenditures ($7,586). These
expense categories were offset by a decrease in professional service ($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 9.3%, being amortized over 18 years.
Inflation
The effects of inflation did not have material impact upon the Registrant's
operations in fiscal year 1996 and are not expected to materially affect the
Registrant's operations in 1997.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
See Exhibit Index
(b) Reports on Form 8-K
On June 23, 1997, the Registrant filed a report on Form 8-K which
reported an Item 5, Other Events.
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<PAGE>
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.
Dated: October 15, 1997 NOONEY REAL PROPERTY INVESTORS-TWO, L.P.
-----------------------
By: /s/ Gregory J. Nooney, Jr
-----------------------------------
Gregory J. Nooney, Jr.
General Partner
PAN, INC.
By: /s/ Patricia A. Nooney
-----------------------------------
Patricia A. Nooney
President
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
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<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
U.S. Securities and Exchange Commission only)
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<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-30-1997
<PERIOD-START> DEC-01-1996
<PERIOD-END> AUG-31-1997
<CASH> 498,926
<SECURITIES> 0
<RECEIVABLES> 150,195
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 732,954
<PP&E> 15,995,710
<DEPRECIATION> 8,754,709
<TOTAL-ASSETS> 8,055,229
<CURRENT-LIABILITIES> 494,072
<BONDS> 7,730,028
0
0
<COMMON> 0
<OTHER-SE> (250,098)
<TOTAL-LIABILITY-AND-EQUITY> 8,055,229
<SALES> 1,782,849
<TOTAL-REVENUES> 1,790,096
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,193,062
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 557,010
<INCOME-PRETAX> 40,024
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 40,024
<EPS-PRIMARY> 3.30
<EPS-DILUTED> 0
</TABLE>
