NOONEY REAL PROPERTY INVESTORS TWO L P
10-Q, 2000-04-14
LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES)
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                       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 29, 2000
                            ----------------------------------------------------

                                       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                                               43-1182535
- -------------------------------                           ----------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

One Memorial Drive, St. Louis, Missouri                           63102
- ---------------------------------------------             ----------------------
(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 _______.


<PAGE>

PART I
ITEM 1 - FINANCIAL STATEMENTS:
- -----------------------------


                    NOONEY REAL PROPERTY INVESTORS-TWO, L.P.
                    ----------------------------------------

                             (A LIMITED PARTNERSHIP)
                             -----------------------

                                 BALANCE SHEETS
                                 --------------


                                                   February 29,     November 30,
                                                       2000             1999
                                                   (Unaudited)
                                                   ------------     ------------
ASSETS:
     Cash and cash equivalents                     $  2,405,754    $  2,572,203
     Accounts receivable                                111,606         120,110
     Prepaid expenses and deposits                      317,351          58,448
     Investment property
         Land                                         1,886,042       1,886,042
         Buildings and improvements                  14,191,566      14,187,855
                                                   ------------    ------------
                                                     16,077,608      16,073,897
         Less accumulated depreciation                9,748,366       9,634,858
                                                   ------------    ------------
                                                      6,329,242       6,439,039
     Deferred expenses-at amortized cost                241,156         237,432
                                                   ------------    ------------
                                                   $  9,405,109    $  9,427,232
                                                   ============    ============


LIABILITIES AND PARTNERS' DEFICIT:

Liabilities:
     Accounts payable and accrued expenses         $    425,504    $    359,278
     Mortgage notes payable                           9,300,475       9,387,057
     Refundable tenant deposits                         107,942         100,090
                                                   ------------    ------------
                                                      9,833,921       9,846,425

Partners' Deficit                                      (428,812)       (419,193)
                                                   ------------    ------------

                                                   $  9,405,109    $  9,427,232
                                                   ============    ============



                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

                                       2
<PAGE>

                    NOONEY REAL PROPERTY INVESTORS-TWO, L.P.
                    ----------------------------------------

                             (A LIMITED PARTNERSHIP)
                             -----------------------

                 STATEMENTS OF OPERATIONS AND PARTNERS' DEFICIT
                 ----------------------------------------------

                                   (UNAUDITED)
                                   -----------


                                                          Three Months Ended
                                                          ------------------
                                                      February 29,  February 28,
                                                          2000          1999
                                                      ------------  ------------
REVENUES:
     Rental and other income                           $ 634,911     $ 535,307
     Interest                                             25,115             9
                                                       ---------     ---------
                                                         660,026       535,316
EXPENSES:
     Interest                                            244,718       168,940
     Depreciation and amortization                       136,900       121,131
     Real estate taxes                                    93,861        88,724
     Property management fees paid to
         American Spectrum Midwest                        31,747        25,303
     Reimbursement to American Spectrum Midwest
         for partnership management services and
         indirect expenses                                 7,500         7,500
     Insurance                                            16,395        10,651
     Office - general                                     10,120        10,101
     Parking lot                                           4,651         6,970
     Payroll                                              26,148        15,076
     Professional services                                22,871        24,490
     Repairs & maintenance                                14,282        20,861
     Taxes - other                                         6,821         6,821
     Vacancy                                               6,893        16,115
     Other operating expenses                             46,738        58,405
                                                       ---------     ---------
                                                         669,645       581,088
                                                       ---------     ---------
NET LOSS                                               $  (9,619)    $ (45,772)
                                                       =========     =========
NET LOSS PER LIMITED
     PARTNERSHIP UNIT                                  $   (0.79)    $   (3.78)
                                                       =========     =========

PARTNERS' DEFICIT:
     Beginning of period                               $(419,193)    $(261,183)
     Net loss                                             (9,619)      (45,772)
                                                       ---------     ---------
     End of period                                     $(428,812)    $(306,955)
                                                       =========     =========



                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

                                       3
<PAGE>


                    NOONEY REAL PROPERTY INVESTORS-TWO, L.P.
                    ----------------------------------------
                             (A LIMITED PARTNERSHIP)
                             -----------------------

                            STATEMENTS OF CASH FLOWS
                            ------------------------
                                   (UNAUDITED)
                                   -----------


                                                          Three Months Ended
                                                          ------------------
                                                      February 29,  February 28,
                                                          2000          1999
                                                      ------------  ------------


CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                         $    (9,619)  $   (45,772)
     Adjustments to reconcile net loss to net cash
         provided by (used in) operating activities:
             Depreciation and amortization                136,900       121,131

         Changes in assets and liabilities:
             Accounts receivable                            8,504         2,926
             Prepaid expenses and deposits               (263,903)      (27,978)
             Deferred expenses                            (22,116)       34,773
             Accounts payable and accrued expenses         66,226       (92,273)
             Refundable tenant deposits                     7,852        16,703
                                                      -----------   -----------

                Total adjustments                         (66,537)       55,282
                                                      -----------   -----------

                     Net cash provided by (used in)
                       operating activities               (76,156)        9,510
                                                      -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Additions to investment property                      (3,711)       (8,606)
                                                      -----------   -----------

                     Net cash used in investing
                       activities                          (3,711)       (8,606)
                                                      -----------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Payments on mortgage notes payable                   (86,582)     (104,657)
                                                      -----------   -----------

                     Net cash used in financing
                       activities                         (86,582)     (104,657)
                                                      -----------   -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                (166,449)     (103,753)
                                                      -----------   -----------

CASH AND CASH EQUIVALENTS, beginning of period          2,572,203       486,156
                                                      -----------   -----------

CASH AND CASH EQUIVALENTS, end of period              $ 2,405,754   $   382,403
                                                      ===========   ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
     INFORMATION - Cash paid during period for
       interest                                       $   244,718   $   168,940
                                                      ===========   ===========




                 SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

                                       4
<PAGE>

                    NOONEY REAL PROPERTY INVESTORS-TWO, L.P.
                    ----------------------------------------
                             (A LIMITED PARTNERSHIP)
                             -----------------------
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                     ---------------------------------------
           THREE MONTHS ENDED FEBRUARY 29, 2000 AND FEBRUARY 28, 1999
           ----------------------------------------------------------



NOTE A:

Refer to the Registrant's  financial  statements for the year ended November 30,
1999, 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 29, 2000 and for all periods presented have been
made.  The results of operations for the  three-month  period ended February 29,
2000 are not necessarily indicative of the results which may be expected for the
entire year.

NOTE C:

The Registrant's  properties are managed by American  Spectrum Midwest (formerly
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 per limited  partnership  unit for the three months ended  February 29,
2000 and  February 28, 1999 was computed  based on 12,000  units,  the number of
units outstanding during the periods.

NOTE E:

The  Registrant   has  no  other   comprehensive   income  items,   accordingly,
comprehensive income and net income are the same for all periods presented.



                                       5
<PAGE>

NOTE F:

The partnership  has four reportable  operating  segments:  Jackson  Industrial,
Maple Tree Shopping Center,  Park Plaza I & II, and Morenci  Professional  Park.
The  Partnership's  management  evaluates  performance  of each segment based on
profit or loss from operations before allocation of property writedowns, general
and administrative expenses, unusual and extraordinary items, and interest.


                                                         Three Months Ended
                                                         ------------------
                                                     February 29,   February 28,
                                                         2000           1999
                                                         ----           ----

Revenues:
   Jackson Industrial                                $   212,614   $   124,092
   Maple Tree Shopping Center                            143,024       134,740
   Park Plaza I & II                                     143,407       128,608
   Morenci Professional Park                             135,890       118,610
                                                     -----------   -----------
                                                         634,935       506,050
                                                     ===========   ===========

Operating Profit (Loss):
   Jackson Industrial                                $   (34,867)  $   (98,689)
   Maple Tree Shopping Center                              5,944        18,540
   Park Plaza I & II                                      32,253        48,676
   Morenci Professional Park                              (7,733)      (16,125)
                                                     -----------   -----------
                                                          (4,403)      (47,598)
                                                     ===========   ===========

Capital Expenditures:
   Jackson Industrial                                $     3,711   $         0
   Maple Tree Shopping Center                                  0          (143)
   Park Plaza I & II                                           0         1,405
   Morenci Professional Park                                   0         7,344
                                                     -----------   -----------
                                                           3,711         8,606
                                                     ===========   ===========

Depreciation and Amortization:
   Jackson Industrial                                $    60,063   $    55,369
   Maple Tree Shopping Center                             20,515        17,270
   Park Plaza I & II                                      20,114        15,786
   Morenci Professional Park                              36,208        32,646
                                                     -----------   -----------
                                                         136,900       121,071
                                                     ===========   ===========

Assets:
                                                     February 29,   November 30,
                                                         2000           1999
                                                         ----           ----

   Jackson Industrial                                $ 3,243,959   $ 3,238,441
   Maple Tree Shopping Center                          1,111,359     1,152,425
   Park Plaza I & II                                     901,186       900,312
   Morenci Professional Park                           1,544,019     1,521,530
                                                     -----------   -----------
                                                       6,800,523     6,812,708
                                                     ===========   ===========


                                       6
<PAGE>


Reconciliation  of segment  data to the  Partnership's  consolidated  data is as
follows:

                                                         Three Months Ended
                                                         ------------------
                                                     February 29,   February 28,
                                                         2000           1999
                                                         ----           ----

Revenues:
    Segments                                        $   634,935     $   506,050
    Corporate and other                                  25,091          29,266
                                                    -----------     -----------
                                                        660,026         535,316
                                                    ===========     ===========


Operating (Loss)
    Segments                                        $    (4,403)    $   (47,598)
    Corporate and other income                           25,091          29,266
    General and administrative expenses                  30,307          27,440
                                                    -----------     -----------
                                                         (9,619)        (45,772)
                                                    ===========     ===========


Depreciation and Amortization
    Segments                                        $   136,900     $   121,071
    Corporate and other                                       0              60
                                                    -----------     -----------
                                                        136,900         121,131
                                                    ===========     ===========


Assets:
                                                     February 29,   November 30,
                                                         2000           1999
                                                         ----           ----

    Segments                                        $ 6,800,523     $ 6,812,708
    Corporate and other                               2,604,586       2,614,524
                                                    -----------     -----------
                                                      9,405,109       9,427,232
                                                    ===========     ===========


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.


                                       7
<PAGE>


Liquidity and Capital Resources
- -------------------------------

Cash on hand as of February 29, 2000 is $2,405,754,  a decrease of $166,449 from
year end November 30, 1999.  The decrease in cash can primarily be attributed to
the annual  payment for real estate  taxes made in December  1999 for Maple Tree
Shopping Center.  During the quarter,  capital additions were made in the amount
of $3,711 and payments were made on mortgage  notes of $86,583.  The  Registrant
plans to maintain  adequate cash reserves and to fund capital  expenditures  for
the remaining three quarters of 2000. The capital  expenditures  anticipated for
the balance of 2000 are as follows:

                                   Leasing Capital  Other Capital      Total
                                   ---------------  -------------      -----
     Park Plaza I & II                 $ 31,284       $ 82,419       $113,703
     Morenci Professional Park           23,472        148,200        171,672
     Maple Tree Shopping Center               0        378,800        378,800
     Jackson Industrial                 244,608         15,000        259,608
                                       --------       --------       --------
                                       $299,364       $624,419       $923,783
                                       ========       ========       ========

At three of the  Registrant's  properties,  leasing capital has been budgeted to
fund tenant  alterations and lease  commissions for new and renewal leases to be
signed during the year. At Morenci the Registrant has budgeted other capital for
upgrading the exterior lighting, asphalt overlay of the east section of the lot,
replacement of concrete sidewalks,  ADA (American  Disabilities Act) compliance,
and asphalt  sealing.  At Park Plaza,  the Registrant has budgeted other capital
for  replacement  of the porch  canopies,  roof  repairs,  exterior  masonry and
painting,  and parking lot sealing and striping.  At Maple Tree Shopping  Center
other  capital  has been  budgeted  for  replacement  of a section  of the roof,
overlaying  the rear and main drives of the center,  ADA (American  Disabilities
Act) compliance,  and canopy renovation. At Jackson Industrial other capital has
been budgeted for  separation of utilities and building of a new entrance in the
event the vacant space needs to be further subdivided.

Other  capital at Park Plaza,  Morenci and Maple Tree will be funded by the cash
reserves  for such  improvements  from new loan  agreements.  Other  capital  at
Jackson  Industrial will be funded from operations.  Leasing capital at all four
of  the  Registrant's  properties  will  be  funded  from  operations.   Jackson
Industrial's future funding for leasing capital is based upon anticipated higher
occupancy levels.

On  November  30,  1999,  the  Registrant  refinanced  the  debt on three of its
properties.  A new note with a balance of $5,721,083 secured by Park Plaza I and
II,  Morenci,  and Maple Tree was  obtained.  In addition,  the lender held back
$628,917 for specified  capital  improvements.  This money will be drawn upon by
the Registrant as needed.  The  refinancing  will result in a total mortgage for
the  above-mentioned  properties of $6,350,000.  The balance of this mortgage at
February 29, 2000 was $5,678,048. The note bears interest at a rate of 9.01% per
annum and calls for monthly  installments of $57,348 including both interest and
principal,  through December 2004. The first mortgage debt on Jackson Industrial
has a balance  due of  $3,622,427  and a maturity  date of  November  2000.  The
interest rate on the debt is 9.31%. The Registrant  intends to renew the Jackson
note payable under similar terms.

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.


                                       8
<PAGE>


Results of Operations
- ---------------------

The results of operations for the Registrant's  properties for the quarter ended
February 29, 2000 and  February  28, 1999 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
                          ----------  ---------------  ----------   ----------

    2000
    ----
Revenues                  $ 212,614      $ 143,024     $ 143,407     $ 135,890
Expenses                    247,481        137,080       111,154       143,623
                          ---------      ---------     ---------     ---------
Net (Loss) Income         $ (34,867)     $   5,944     $  32,253     $  (7,733)
                          =========      =========     =========     =========


    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)
                          =========      =========     =========     =========

The  operating  results at Jackson  Industrial  show a  significant  increase in
revenue when  comparing the quarter ended February 29, 2000 to the quarter ended
February 28, 1999.  This  increase of $88,522 is  attributable  to the increased
occupancy  level when  compared  to that of the prior year.  Expenses  increased
$24,700 when  comparing the two quarters.  This increase was primarily due to an
increase in interest expense ($25,537).

At Maple Tree Shopping Center,  revenues increased $8,284 when comparing the two
quarters.  This  increase is due to slight  increases  in base  rental  revenue,
common area maintenance  reimbursements,  and real estate tax revenue, partially
offset by a decrease in percentage rent revenues. Expenses for the quarter ended
February 29, 2000 increased  $20,880 when compared to the quarter ended February
28, 1999, primarily due to increases in depreciation and amortization  ($3,245),
interest expense ($6,979),  repairs and maintenance-plumbing  ($7,347), and real
estate tax expense ($5,054). The increase in interest expense is due to a higher
principal  balance with the new mortgage obtained in November 1999. The increase
in repairs and  maintenance-plumbing  can be attributed  to  additional  repairs
necessary in 1999.

Revenues at Park Plaza I & II increased $14,799 when comparing the quarter ended
February 29, 2000 to February 28, 1999.  This  increase in revenue can primarily
be  attributed  to an increase in base rental  revenue  related to the  slightly
higher  occupancy level than prior year.  Expenses  increased when comparing the
two quarters by $31,222 primarily due to increases in interest expense ($27,817)
and depreciation and amortization  ($4,328). The increase in interest expense is
due to a higher  principal  balance with the new  mortgage  obtained in November
1999.

At Morenci  Professional  Park,  revenues  increased  $17,280  primarily  due to
increases  in both common area  maintenance  reimbursements  ($13,063)  and real
estate tax revenue  ($3,435).  Expenses  increased  $8,888 due to  increases  in
interest expense ($15,445),  depreciation and amortization ($3,562), and various
other operating expenses  ($4,108).  These increases were offset by decreases in


                                       9
<PAGE>

repairs and maintenance  related expenses  ($11,275) and snow removal  ($2,953).
The increase in interest expense is due to a higher  principal  balance with the
new mortgage  obtained in November 1999. The decrease in repairs and maintenance
related  expenses is can be  attributed  to extensive  plumbing  and  electrical
repairs that were necessary only in 1998.

The occupancy  levels at February 29, 2000 and February 28, 1999 and 1998 are as
follows:

                                      Occupancy levels as of February 29 and 28,
                                      ------------------------------------------
         Property                       2000              1999            1998
         --------                       ----              ----            ----

         Park Plaza I & II               100%               98%             98%
         Morenci Professional Park        90%               95%             92%
         Maple Tree Shopping Center      100%               96%            100%
         Jackson Industrial               96%               61%            100%

At Park  Plaza I & II,  the  occupancy  level  increased  2% to 100%  during the
quarter.  Leasing activity  consisted of two new tenants  occupying 4,340 square
feet and three tenants  renewing  their leases for 12,600 square feet. No suites
were  vacated  during the  quarter.  At Park Plaza there is one major tenant who
occupies 10% of the total space, with a lease expiring in August 2004.

At Morenci  Professional Park, occupancy decreased 2% to 90% during the quarter.
Leasing  activity  consisted of seven tenants  renewing  leases for 9,600 square
feet and three tenants occupying 3,600 square feet vacating their space. Morenci
Professional  Park has no tenants  that  occupy  more than 10% of the  available
space.

Occupancy  at Maple Tree  Shopping  Center  remained at 100% during the quarter.
Leasing activity  consisted of one tenant renewing their lease for 14,720 square
feet.  There are two major tenants  occupying  approximately  18% and 42% of the
available   space  with  lease   expirations   in  April  2005  and  July  2004,
respectively.

At Jackson  Industrial,  occupancy  increased  to 96% during  the  quarter.  The
property had three major  tenants  during the quarter who occupied 39%, 17%, and
40% of the available  space.  The tenant which  occupied 17% was on a short-term
lease that ended  February 29, 2000.  Effective  March 1, 2000, the major tenant
which  previously  occupied  39% will  expand  to 51% with a lease  expiring  in
January 2001. The major tenant  occupying 40% of the available space has a lease
that extends through July 2002.

The  Registrant  reviews  long-lived  assets for impairment  whenever  events or
changes in circumstances indicate that the carrying amount of a property may not
be  recoverable.  The  Registrant  considers a history of operating  losses or a
change in  occupancy  to be primary  indicators  of  potential  impairment.  The
Registrant  deems the  property to be  impaired  if a forecast  of  undiscounted
future operating cash flows directly related to the property, including disposal
value, if any, is less than its carrying  amount.  If the property is determined
to be impaired,  the loss is measured as the amount by which the carrying amount
of the  property  exceeds its fair value.  Fair value is based on quoted  market
prices  in  active  markets,  if  available.  If quoted  market  prices  are not
available,  an  estimated  of  fair  value  is  based  on the  best  information
available,  including prices for similar  properties or the results of valuation
techniques  such  as  discounting  estimated  future  cash  flows.  Considerable
management  judgement is necessary to estimate fair value.  Accordingly,  actual
results could vary significantly from such estimates.

                                       10
<PAGE>

2000 Comparisons
- ----------------

The Registrant's  consolidated revenues were $660,026 for the three month period
ended  February 29, 2000 and  $535,316  for the same period  ended  February 28,
1999. Revenues increased $124,710 when comparing the two periods.  This increase
is  primarily  due to  increases  in  revenue  at all  four of the  Registrant's
properties,  primarily  at Jackson  Industrial  as  previously  mentioned in the
property  comparisons.  Consolidated expenses were $669,645 and $581,088 for the
three month periods ended February 29, 2000 and February 28, 1999, respectively.
This  increase of $88,557 when  comparing  the two periods is  primarily  due to
increases  in  interest   expense   ($75,778),   depreciation  and  amortization
($15,769), real estate tax expense ($5,137), management fees ($6,444), insurance
expense ($5,744),  and payroll expense ($11,072).  These increased expenses were
partially  offset by  decreases in parking lot  expenses  ($2,319),  repairs and
maintenance  related expenses ($6,579),  vacancy related expenses ($9,222),  and
various other operating expenses ($11,667). The increase in interest expense has
been  addressed  previously  in  the  property  comparisons.   The  increase  in
depreciation and amortization is due to additional assets recorded when compared
to total  assets for the same period in prior year.  The increase in payroll can
be attributed to slight increases in  administrative  payroll at all four of the
Registrant's  properties.  The decrease in other operating expenses is primarily
due to decreased snow removal costs.

1999 Comparisons
- ----------------

As of February 28, 1999, the  Registrant's  consolidated  revenues were $535,316
for the three month  period 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).

Inflation
- ---------

The effects of inflation  did not have a material  impact upon the  Registrant's
operation  in  fiscal  1999,  and are not  expected  to  materially  affect  the
Registrant's operation in 2000.


                                       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.


Dated:     April 14, 2000               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



                                       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
                    U.S. Securities and Exchange Commission only)




                                       13

<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.
<CURRENCY> U.S. DOLLARS

<S>                                                           <C>
<PERIOD-TYPE>                                                       3-MOS
<FISCAL-YEAR-END>                                             NOV-30-2000
<PERIOD-START>                                                DEC-01-1999
<PERIOD-END>                                                  FEB-29-2000
<EXCHANGE-RATE>                                                         1
<CASH>                                                          2,405,754
<SECURITIES>                                                            0
<RECEIVABLES>                                                     111,606
<ALLOWANCES>                                                            0
<INVENTORY>                                                             0
<CURRENT-ASSETS>                                                2,834,711
<PP&E>                                                         16,077,608
<DEPRECIATION>                                                  9,748,366
<TOTAL-ASSETS>                                                  9,405,109
<CURRENT-LIABILITIES>                                             425,504
<BONDS>                                                         9,300,475
<COMMON>                                                                0
                                                   0
                                                             0
<OTHER-SE>                                                      (428,812)
<TOTAL-LIABILITY-AND-EQUITY>                                    9,405,109
<SALES>                                                           634,911
<TOTAL-REVENUES>                                                  660,026
<CGS>                                                                   0
<TOTAL-COSTS>                                                           0
<OTHER-EXPENSES>                                                  424,927
<LOSS-PROVISION>                                                        0
<INTEREST-EXPENSE>                                                244,718
<INCOME-PRETAX>                                                   (9,619)
<INCOME-TAX>                                                            0
<INCOME-CONTINUING>                                                     0
<DISCONTINUED>                                                          0
<EXTRAORDINARY>                                                         0
<CHANGES>                                                               0
<NET-INCOME>                                                      (9,619)
<EPS-BASIC>                                                        (0.79)
<EPS-DILUTED>                                                           0



</TABLE>


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