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 February 28, 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 0-10287
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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.)
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 ____.
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PART I
ITEM 1 - FINANCIAL STATEMENTS:
NOONEY REAL PROPERTY INVESTORS-TWO, L.P.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
February 28, November 30,
1999 1998
(Unaudited)
----------- -------------
ASSETS:
Cash and cash equivalents $ 382,403 $ 486,156
Accounts receivable 116,113 119,039
Prepaid expenses and deposits 83,858 55,880
Investment property
Land 1,886,042 1,886,042
Buildings and improvements 14,145,637 14,137,031
------------ ------------
16,031,679 16,023,073
Less accumulated depreciation 9,301,978 9,189,847
------------ ------------
6,729,700 6,833,226
Deferred expenses-At amortized cost 36,530 80,303
------------ ------------
$ 7,348,605 $ 7,574,604
============ ============
LIABILITIES AND PARTNERS' DEFICIT:
Liabilities:
Accounts payable and accrued expenses $ 426,603 $ 518,876
Mortgage notes payable 7,132,168 7,236,825
Refundable tenant deposits 96,789 80,086
------------ ------------
7,655,560 7,835,787
Partners' Deficit (306,955) (261,183)
------------ ------------
$ 7,348,605 $ 7,574,604
============ ============
SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
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<PAGE>
NOONEY REAL PROPERTY INVESTORS-TWO, L.P.
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS AND PARTNERS' DEFICIT
(UNAUDITED)
Three Months Ended
February 28, February 28,
1999 1998
--------- ---------
REVENUES:
Rental and other income $ 535,307 $ 584,983
Interest 9 710
--------- ---------
535,316 585,693
EXPENSES:
Interest 168,940 170,297
Depreciation and amortization 121,131 128,894
Real estate taxes 88,724 97,786
Property management fees paid to Nooney, Inc. 25,303 29,380
Reimbursement to Nooney, Inc. for partnership
management services and indirect expenses 7,500 7,500
Insurance 10,651 12,243
Office - General 10,101 10,063
Parking Lot 6,970 9,464
Payroll 15,076 20,139
Professional Services 24,490 20,280
Repairs & Maintenance 20,861 11,178
Taxes - Other 6,821 9,472
Vacancy 16,115 17,025
Other operating expenses 58,405 21,517
--------- ---------
581,088 565,238
--------- ---------
NET (LOSS) INCOME $ (45,772) $ 20,455
========= =========
NET (LOSS) INCOME PER LIMITED
PARTNERSHIP UNIT $ (3.78) $ 1.70
========= =========
PARTNERS' DEFICIT:
Beginning of Period $(261,183) $(201,758)
Net (Loss) Income (45,772) 20,455
--------- ---------
End of Period $(306,955) $(181,303)
========= =========
SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
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<PAGE>
<TABLE>
NOONEY REAL PROPERTY INVESTORS-TWO, L.P.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION>
Three Months Ended
February 28, February 28,
1999 1998
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) Income $ (45,772) $ 20,455
Adjustments to reconcile net (loss) income to net cash
provided by (used in) operating activities:
Depreciation and amortization 121,131 128,894
Changes in assets and liabilities:
Accounts receivable 2,926 46,047
Prepaid expenses and deposits (27,978) (29,757)
Deferred expenses 34,773 (6,894)
Accounts payable and accrued expenses (92,273) (10,645)
Refundable tenant deposits 16,703 (1,316)
--------- ---------
Total Adjustments 55,282 126,329
--------- ---------
Net cash provided by (used in) operating activities 9,510 146,784
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to investment property (8,606) (21,068)
--------- ---------
Net cash used in investing activities (8,606) (21,068)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on mortgage notes payable (104,657) (89,602)
--------- ---------
Net cash used in financing activities (104,657) (89,602)
--------- ---------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (103,753) 36,114
--------- ---------
CASH AND CASH EQUIVALENTS, beginning of period 486,156 448,898
--------- ---------
CASH AND CASH EQUIVALENTS, end of period $ 382,403 $ 485,012
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION - Cash paid during period for interest $ 168,940 $ 170,297
========= =========
<FN>
SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
</FN>
</TABLE>
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<PAGE>
NOONEY REAL PROPERTY INVESTORS-TWO, L.P.
(A LIMITED PARTNERSHIP)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
THREE MONTHS ENDED FEBRUARY 28, 1999 AND 1998
NOTE A:
Refer to the Registrant's financial statements for the year ended November 30,
1998, which are contained in the Registrant's Annual Report on Form 10-K, for a
description of the accounting policies which have been continued without change
except as noted below. Also, refer to the footnotes to those statements for
additional details of the Registrant's financial condition. The details in those
notes have not changed except as a result of normal transactions in the interim
or as noted below.
NOTE B:
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 February 28, 1999 and for all periods presented have been
made. The results of operations for the three-month period ended February 28,
1999 are not necessarily indicative of the results which may be expected for the
entire year.
NOTE C:
The Registrant's properties are managed by Nooney, Inc., a wholly-owned
subsidiary of CGS Real Estate Company. Nooney Investors, Inc., a general
partner, is a wholly-owned subsidiary of S-P Properties, Inc. S-P Properties,
Inc is a wholly-owned subsidiary of CGS Real Estate Company.
NOTE D:
The (loss) income per limited partnership unit for the three months ended
February 28, 1999 and 1998 was computed based on 12,000 units, the number of
units outstanding during the periods.
NOTE E:
Effective December 1, 1997, the Registrant adopted Statement of Financial
Accounting Standards No. 130, Reporting Comprehensive Income," which established
standards for the reporting and display of comprehensive income and its
components. The Registrant has no other comprehensive income items, accordingly,
comprehensive income and net income are the same for all periods presented.
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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 the Registrant. Actual
results could differ materially from those contemplated by such statements.
Liquidity and Capital Resources
Cash on hand as of February 28, 1999 is $382,403, a decrease of $103,753 from
year end November 30, 1998. The decrease in cash can primarily be attributed to
a significant amount of payments made for snow removal during the first quarter,
in addition to the annual payment for real estate taxes made in December 1998
for Maple Tree Shopping Center. During the quarter, cash flow provided by
operating activities was $9,510. Capital additions were made in the amount of
$8,606 and payments were made on mortgage notes of $104,657. The Registrant
plans to maintain adequate cash reserves and to fund capital expenditures from
operations. The capital expenditures anticipated for the balance of 1999 are as
follows:
Leasing Capital Other Capital Total
--------------- ------------- -----
Park Plaza I & II $ 12,163 $ 61,120 $ 73,283
Morenci Professional Park 12,000 95,266 107,266
Maple Tree Shopping Center 0 41,850 41,850
Jackson Industrial 297,570 40,500 338,070
-------- -------- --------
$321,733 $238,736 $560,469
======== ======== ========
At Park Plaza I & II, Morenci Professional Park, and Jackson Industrial leasing
capital includes funds for tenant alterations and lease commissions for new and
renewal tenants. Other Capital at Park Plaza is for roof repairs and porch roof
replacement. Other Capital at Morenci Professional Park is for asphalt
resurfacing, concrete sidewalk replacements, and upgrading the exterior
lighting. At Maple Tree Shopping Center the Other Capital budgeted is for roof
replacement costs, an overlay of the rear parking lot drive, and railroad tie
planter installation. Other Capital at Jackson Industrial is for separating
suite utilities and entrance improvements. 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 will be postponed
until such funds are available.
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 and Maple Tree Shopping Center expire in November
2000 and July 2009, respectively. The second mortgages secured by Park Plaza I &
II, Morenci Professional Park and Maple Tree Shopping Center were extended on
February 1, 1999 through August 1, 1999. The Registrant anticipates the lender
will continue to 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 February 28, 1999, was 9.25%. The balance of the second mortgage debt on Park
Plaza I & II and Morenci Professional Park as of February 28, 1999, is $215,511.
The balance on the second mortgage debt on Maple Tree Shopping Center as of
February 28, 1999 is $242,948.
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<PAGE>
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 the lenders the refinancing of
the mortgage debt as it matures. Until such time as the real estate market
recovers and profitable sale of the properties is feasible, the Registrant will
continue to manage the properties to achieve its investment objectives.
Results of Operations
The results of operations for the Registrant's properties for the quarter ended
February 28, 1999 and 1998 are detailed in the schedule below. Expenses of the
Registrant are excluded.
Jackson Maple Tree Park Plaza Morenci
Industrial Shopping Center I and II Prof. Park
---------- --------------- -------- ----------
1999
----
Revenues $ 124,092 $134,740 $128,608 $ 118,610
Expenses 222,781 116,200 79,932 134,735
--------- -------- -------- ---------
Net (Loss) Income $ (98,689) $ 18,540 $ 48,676 $ (16,125)
========= ======== ======== =========
1998
----
Revenues $ 217,508 $131,150 $114,389 $ 124,545
Expenses 210,203 121,405 89,365 117,145
--------- -------- -------- ---------
Net Income $ 7,305 $ 9,745 $ 25,024 $ 7,400
========= ======== ======== =========
The operating results at Jackson Industrial show a significant decrease in
revenue when comparing the quarter ended February 28, 1999 to the quarter ended
February 28, 1998. This decrease of $93,416 is primarily due to a former major
tenant vacating during second quarter 1998. Commencing in first quarter 1999, a
new tenant occupying approximately one-third of the previously mentioned vacated
space, helped to increase the rental revenue from what it had been in the third
and fourth quarters of 1998. Expenses increased $12,578 when comparing the two
quarters. This increase was primarily due to increases in snow removal costs
($7,734) caused by sever weather, and vacancy related expenses ($7,482), offset
by a decrease in management fees ($4,670) due to lower revenues.
At Maple Tree Shopping Center, revenues increases when comparing the two
quarters. This increase of $3,590 is due to slight increases in both rental and
percentage rent income. Expenses for the quarter ended February 28, 1999
decreased $5,205 when compared to the quarter ended Feb. 28, 1998, due to
decreases in both overall operating ($2,809) and interest expense ($2,842),
caused by a lower debt balance.
Revenues at Park Plaza I & II increased $14,219 when comparing the quarter ended
February 28, 1999 to 1998. This increase in revenue can primarily be attributed
to an increase in rental income. Expenses decreased when comparing the two
quarters by $9,433 due to decreases in interest ($2,139), depreciation ($3,412),
and operating expenses ($4,613).
At Morenci Professional Park, revenues decreased $5,935 due to a decrease in
common area maintenance income ($12,855), partially offset by an increase in
rental income ($3,192). Expenses increased $17,590 due primarily to increases in
interest expense ($6,270), repairs and maintenance related expenses ($8,246),
and snow removal ($13,109). These increases were offset by decreases in vacancy
expense ($4,533) and depreciation/amortization ($4,154).
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<PAGE>
The occupancy levels at February 28, 1999, 1998, and 1997 are as follows:
Occupancy levels as of February 28,
-----------------------------------
Property 1999 1998 1997
-------- ---- ---- ----
Park Plaza I & II 98% 98% 100%
Morenci Professional Park 95% 92% 76%
Maple Tree Shopping Center 96% 100% 100%
Jackson Industrial 61% 100% 100%
At Park Plaza I & II, the occupancy level increased 3% to 98% during the
quarter. Leasing activity consisted of one new tenant occupying 2,460 square
feet and one tenant renewing their lease for 2,460 square feet. No suites were
vacated during the quarter. There are no major tenants occupying more than 10%
of the total space at this property.
At Morenci Professional Park, occupancy increased 1% to 95% during the quarter.
Leasing activity consisted of one tenant signing a new lease for 2,400 square
feet, two tenants renewed leases for 2,400 square feet and one tenant occupying
1,200 square feet vacated their space. Morenci Professional Park has no tenants
that occupy more than 10% of the available space.
Occupancy at Maple Tree Shopping Center decreased 4% to 96% during the quarter.
Leasing activity consisted of one tenant vacating who occupied 2,640 square
feet. A new lease was created for this space which commenced March 1, 1999.
There are two major tenants occupying approximately 18% and 42% of the available
space with lease expirations of April 30, 2000 and July 31, 1999, respectively.
The Registrant is currently awaiting notification of renewal from tenant with
lease expiring July 31, 1999.
Jackson Industrial has two tenants who lease 61% of the available space. One of
the tenants occupies 40% of the space on a lease which expires July 2002. The
other tenant occupies 21% of the space on a lease which expires in November
2001. Currently the Registrant is marketing and talking with potential prospects
for the remainder of the space which is vacant.
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
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
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<PAGE>
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 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.
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<PAGE>
1999 Comparisons
As of February 28, 1999, the Registrant's consolidated revenues were $535,316
for the quarter and for the same period ended February 28, 1998, consolidated
revenues were $585,693. Revenues decreased by $50,377. This decrease was mainly
due to a decrease in rental income at Jackson Industrial attributable to the
vacancy of a former major tenant. During the first quarter of 1999, consolidated
expenses as of February 28, 1999 were $581,088 compared to $565,238 for the
quarter ended February 28, 1998. The increase in consolidated expenses of
$15,850 can primarily be attributed to an increase in other operating expenses
($36,887) and repairs and maintenance related expenses ($9,683). The increase in
other operating expenses is due to the large volume of snow removal costs
related to recent weather conditions. The increased expenses mentioned
previously were partially offset by decreases in real estate tax ($9,062),
depreciation/amortization ($7,763), management fees ($4,077), parking lot
($2,494), payroll ($5,063), and other tax expense ($2,651).
1998 Comparisons
As of February 28, 1998, consolidated revenues were $585,693 for the quarter
ended and for the same period ended February 28, 1997, consolidated revenues
were $588,165. The slight decrease in revenues is due to a decrease in interest
earned on the partnership's investments. Consolidated expenses were $565,238 and
$615,719 for the quarters ended February 28, 1998 and 1997, respectively.
Consolidated expenses decreased $50,481 due to decreases in interest expense
($17,897), professional services ($31,117) and other operating expenses
($17,818), partially offset by an increase in vacancy expense ($6,416).
Inflation
The effects of inflation did not have a material impact upon the Registrant's
operation in fiscal 1998, and are not expected to materially affect the
Registrant's operation in l999.
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<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.
Dated: April 14, 1999 NOONEY REAL PROPERTY INVESTORS-TWO, L.P.
-----------------------
BY: NOONEY INVESTORS, INC.
General Partner
BY: /s/ Gregory J. Nooney, Jr.
------------------------------
Gregory J. Nooney, Jr.
Vice Chairman
/s/ Patricia A. Nooney
------------------------------
Patricia A. Nooney
President and Secretary
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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> 3-MOS
<FISCAL-YEAR-END> NOV-30-1999
<PERIOD-START> DEC-01-1998
<PERIOD-END> FEB-28-1999
<CASH> 382,403
<SECURITIES> 0
<RECEIVABLES> 116,113
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 582,374
<PP&E> 16,031,679
<DEPRECIATION> 9,301,978
<TOTAL-ASSETS> 7,348,605
<CURRENT-LIABILITIES> 426,603
<BONDS> 7,132,168
<COMMON> 0
0
0
<OTHER-SE> (306,955)
<TOTAL-LIABILITY-AND-EQUITY> 7,348,605
<SALES> 535,307
<TOTAL-REVENUES> 535,316
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 412,148
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 168,940
<INCOME-PRETAX> (45,772)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (45,772)
<EPS-PRIMARY> (3.78)
<EPS-DILUTED> 0
</TABLE>
