<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1995
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 0-13241
NOONEY INCOME FUND LTD., L.P.
- - -------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Missouri 43-1302570
- - ------------------------------------------- ----------------------------------
(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 _______________.
Page 1 of 11 pages
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PART I
Item 1 - Financial Statements:
<TABLE>
NOONEY INCOME FUND LTD., L.P.
-----------------------------
(A LIMITED PARTNERSHIP)
-----------------------
BALANCE SHEET
-------------
<CAPTION>
March 31, December 31,
1995 1994
----------- ------------
(Unaudited)
<S> <C> <C>
ASSETS:
Cash and cash equivalents $ 839,993 $ 744,883
Accounts receivable 118,766 108,981
Prepaid expenses and deposits 10,935 -0-
Investment property, at cost:
Land and improvements 1,946,169 1,946,169
Buildings 7,956,624 7,958,613
---------- ----------
9,902,793 9,904,782
Less accumulated depreciation 3,860,412 3,772,564
---------- ----------
6,042,381 6,132,218
Deferred expenses - At amortized cost 112,611 121,640
---------- ----------
$7,124,686 $7,107,722
========== ==========
LIABILITIES AND PARTNERS' EQUITY:
Liabilities:
Accounts payable and accrued expenses $ 246,803 $ 230,990
Mortgage notes payable 1,368,400 1,387,200
Refundable tenant deposits 101,119 98,962
---------- ----------
1,716,322 1,717,152
Partners' Equity 5,408,364 5,390,570
---------- ----------
$7,124,686 $7,107,722
========== ==========
</TABLE>
<PAGE> 3
<TABLE>
NOONEY INCOME FUND LTD., L.P.
-----------------------------
(A LIMITED PARTNERSHIP)
-----------------------
STATEMENTS OF OPERATIONS AND PARTNERS' EQUITY
---------------------------------------------
(UNAUDITED)
-----------
BALANCE SHEET
-------------
<CAPTION>
Three Months Ended
-----------------------
March 31, March 31,
1995 1994
As Restated
See Note E
---------- -----------
<S> <C> <C>
REVENUES:
Rental and other income $ 392,573 $ 340,573
Interest 6,187 4,072
---------- -----------
398,760 344,446
EXPENSES:
Interest 33,867 24,791
Depreciation and amortization 112,675 101,014
Real estate taxes 52,422 51,914
Property management fees paid to
Nooney Krombach Company 24,158 20,439
Reimbursement to Nooney Krombach Company for
partnership management services and
indirect expenses 6,250 6,250
Other operating expenses 151,594 158,222
---------- -----------
380,966 362,630
---------- -----------
NET INCOME (LOSS) $ 17,794 $ (18,184)
========== ===========
NET INCOME (LOSS) PER LIMITED PARTNERSHIP $ 1.16 $ (1.19)
========== ===========
PARTNERS' EQUITY:
Beginning of Period $5,390,570 $5,594,797
Net Income (Loss) 17,794 (18,184)
---------- -----------
End of Period $5,408,364 $5,576,613
========== ===========
</TABLE>
<PAGE> 4
<TABLE>
NOONEY INCOME FUND LTD., L.P.
-----------------------------
(A LIMITED PARTNERSHIP)
-----------------------
STATEMENTS OF CASH FLOW
------------------------
(UNAUDITED)
-----------
<CAPTION>
Three Months Ended
-----------------------
March 31, March 31,
1995 1995
As Restated
See Note E
---------- -----------
<S> <C> <C>
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Net Income (Loss) $ 17,794 $(18,184)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization 112,675 101,014
Changes in assets and liabilities:
Increase in accounts receivable (9,785) (13,387)
Increase in prepaid expenses (10,935) -0-
Increase in deferred assets (3,699) (26,518)
Increase in accounts payable and
accrued expenses 15,813 36,212
Increase in refundable tenant deposits 2,157 9,344
--------- ---------
Total Adjustments 106,226 106,668
--------- ---------
Net cash provided by operating activities 124,020 88,484
--------- ---------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Additions to investment property (10,110) (74,063)
--------- ---------
Net cash used in investing activities (10,110) (74,063)
CASH FLOWS USED IN FINANCING ACTIVITIES:
Payments on notes payable (18,800) (14,100)
--------- ---------
Net cash used in financing activities (18,800) (14,100)
--------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS 95,110 321
CASH, beginning of period 744,883 831,523
--------- ---------
CASH, end of period $839,993 $831,844
========= =========
</TABLE>
<PAGE> 5
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 1995 AND 1994
NOTE A:
Refer to the Registrant's financial statements for the fiscal year ended
December 31, 1994 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 Income Fund.,
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
responsibilities 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 March 31, 1995 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 general partners of the Registrant
are officers and directors of Nooney Company. Nooney Income Investments, Inc.,
a general partner, is a 75% owned subsidiary of Nooney Company.
NOTE D:
The earnings per limited partnership unit for the three months ended March 31,
1995 and 1994 was computed on 15,180 units, the number of units outstanding
during the periods.
NOTE E:
Subsequent to the filing of the 1994 10-Q's, the Registrant's management
determined that certain adjustments were not properly reflected in the
quarterly financial statements. The adjustments were as follows:
(i) Depreciation expense had previously been overstated as a result of a
computational error. The adjustment results in a reduction of
depreciation expense and an increase in net income of $25,658 for the
quarter ended March 31, 1994. The aforementioned adjustment was properly
reflected in the December 31, 1994 financial statements.
(ii) Certain net income per limited partnership unit amounts have also been
restated to reflect an error made in the previous per unit calculations.
<PAGE> 6
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Liquidity and Capital Resources
- - -------------------------------
The Registrant's cash and cash equivalents at March 31, 1995 were higher
than the previous year-end primarily due to higher cash flow from operations.
Currently, first mortgage debt of $1,368,400, collateralized by Oak Grove
Commons, matures in July 1995. The interest rate is at 1% over the prime rate
plus principal payments of $4,700 per month. The Registrant has entered into
negotiations with the mortgage holder and anticipates, based on past
experience, the mortgage debt will be renewed. As long as the mortgage debt is
current, the Registrant is unaware of any reason the mortgage holder would not
continue to renew the debt.
During 1995, the properties are expected to generate cash flow after
capital expenditures. Leasing capital expenditures along with other capital
expenditures will be incurred at both properties. The Registrant expects the
properties to provide adequate cash flow from operations combined with existing
available cash to fund capital expenditures anticipated during 1995. (See
Expected Cost of Capital).
The future liquidity of the Registrant is dependent on its ability to fund
future capital expenditures from operations and cash reserves, maintain
occupancy and negotiate the renewal of mortgage debt when it matures in July
1995. Until such time as market conditions improve and profitable sale of the
properties is feasible, the Registrant will continue to manage the properties.
<PAGE> 7
Results of Operations
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For the quarters ended March 31, 1995, 1994 and 1993 the Registrant's
properties cash flows (excluding any partnership expenses) were as follows:
<TABLE>
<CAPTION>
Leawood Oak Grove
Fountain Plaza<F1> Commons
------------------ ------------------
<S> <C> <C>
1995
- - ----
Net Operating Cash Income<F2> $106,000 $ 67,000
Capital Expenditures (10,000) (5,000)
Tenant Alterations -0- (5,000)
Lease Commissions (4,000) -0-
--------- ---------
Net Property Cash Flow $ 92,000 $ 57,000
========= =========
1994
- - ----
Net Operating Cash Income<F2> $106,000 $ 4,000
Capital Expenditures (7,000) (42,000)
Tenant Alterations (2,000) (23,000)
Lease Commissions (17,000) (9,000)
--------- ---------
Net Property Cash Flow $ 80,000 $(70,000)
========= =========
1993
- - ----
Net Operating Cash Income<F2> $ 89,000 $ 37,000
Capital Expenditures (-0-) (15,000)
Tenant Alterations (12,000) (34,000)
Lease Commissions (15,000) (17,000)
--------- ---------
Net Property Cash Flow $ 62,000 $(29,000)
========= =========
- - ---------------
<FN>
<F1> The Registrant owns 76% of Leawood Fountain Plaza as reflected.
<F2> Net Operating Cash Income represents Rental Revenue less Operating
Expenses, excluding depreciation and amortization, less Debt Service.
</TABLE>
<PAGE> 8
Expected Remaining 1995 Capital Expenditures
- - --------------------------------------------
<TABLE>
<CAPTION>
Leasing Other
Capital Capital Total
-------- -------- --------
<S> <C> <C> <C>
Oak Grove Commons $ 95,000 $216,000 $311,000
Leawood Fountain Plaza 227,000 24,000 251,000
-------- -------- --------
$322,000 $240,000 $562,000
======== ======== ========
</TABLE>
During the remainder of 1995, approximately $562,000 of capital
expenditures are expected by the Registrant. Both properties will incur
capital expenditures related to leasing. In addition, Oak Grove Commons is
scheduled for partial roof replacement along with other capital expenditures.
Leawood Fountain Plaza is currently undergoing minor roof repairs and is
scheduled for sidewalk repairs. Presently, there are no contracts in place for
any other capital expenditures. The timing and cost of these capital
expenditures will vary.
The occupancy levels at the Registrant's properties are listed below:
<TABLE>
<CAPTION>
PROPERTY Occupancy Levels at March 31,
- - -------- -----------------------------
1995 1994 1993
-------- -------- --------
<S> <C> <C> <C>
Oak Grove Commons 91% 64% 77%
(100% ownership)
Leawood Fountain Pl. 92% 92% 90%
(76% ownership)
</TABLE>
During the first quarter of 1995, at Oak Grove Commons, the Registrant
leased 6,275 square feet and renewed 8,517 square feet of space. This activity
resulted in a 1% increase in occupancy with rental rates remaining relatively
flat. Oak Grove Commons has no single tenant who leases more than 10% of the
property.
At Leawood Fountain Plaza, the Registrant leased and renewed 6,736 square
feet of space which increased occupancy by 2% during the first quarter of 1995.
Rental rates increased slightly with respect to this leasing activity. The
property has one major tenant who leases more than 10% of the leasable area.
This lease expires in 1999.
<PAGE> 9
1995 Comparisons
- - ----------------
The Registrant generated gross revenues of $398,760 during the first
quarter of 1995 compared to $344,446 in the same quarter of 1994. This 16%
increase in revenue is primarily due to an increase in occupancy at Oak Grove
Commons.
Total operating expenses, excluding depreciation and amortization, for the
first quarter of 1995, decreased by 1% when compared to the same quarter of
1994. This decrease is primarily due to less snow removal at Oak Grove
Commons, partially offset by higher utility expense at Leawood Fountain Plaza.
Interest expense during the first quarter of 1995 increased by $9,000 when
compared to the prior year due to higher interest rates on floating rate debt.
This increase is partially offset by a decline in interest expense due to
installment payments on first mortgage debt.
1994 Comparisons
- - ----------------
The Registrant generated gross revenues of $344,446 during the first
quarter of 1994 compared to $389,384 in 1993. The 12% decrease in revenue is
primarily due to a decrease in occupancy at Oak Grove Commons.
Total operating expenses, excluding depreciation and amortization,
decreased 6% in 1994 over 1993. This decrease is due to lower electric, snow
removal and real estate tax expenses at Leawood and lower fire and crime
prevention and managerial expenses at Oak Grove. This is partially offset by
an increase in professional services for audit and tax purposes due to timing
of payments.
Debt service remained constant.
1993 Comparisons
- - ----------------
The Registrant generated gross revenues of $389,384 during the first
quarter of 1993 compared to $433,006 in 1992. The 10% decrease in revenue is
due to the departure of a major tenant and several minor tenants at Oak Grove
Commons.
Total operating expenses, excluding depreciation and amortization,
increased 18% in 1993 over 1992. This increase is due to higher snow removal
expenses at both Oak Grove and Leawood, higher electric expense at Leawood and
higher fire and crime prevention and vacancy expenses at Oak Grove.
Debt service expense during the first quarter of 1993 increased 43% over
1992 due to the commencement of principal payments on Oak Grove mortgage debt
in 1993. This is offset by lower floating interest rate on first mortgage
debt.
<PAGE> 10
Inflation
- - ---------
The effects of inflation did not have a material impact upon the
Registrant's operations in fiscal 1994, and are not expected to materially
affect the Registrant's operations in 1995.
Interest Rates
- - --------------
Declining interest rates on floating rate debt have positively affected the
operations of the Registrant during 1993. Increases in the prime interest rate
did adversely affect the operations of the Registrant in 1994 and 1995 and will
in the future.
<PAGE> 11
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27, Financial Data Schedule (provided for the information
of the Securities and Exchange Commission only)
(b) Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NOONEY INCOME FUND LTD., L.P.
Dated: 05/15/95 /S/ GREGORY J. NOONEY, JR.
-------------------------------------
Gregory J. Nooney, Jr.
General Partner
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS FOR NOONEY INCOME FUND LTD., L.P. AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000725266
<NAME> NOONEY INCOME FUND LTD., L.P.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 839,993
<SECURITIES> 0
<RECEIVABLES> 118,766
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 958,759
<PP&E> 9,902,793
<DEPRECIATION> 3,860,412
<TOTAL-ASSETS> 7,124,686
<CURRENT-LIABILITIES> 347,922
<BONDS> 1,368,400
<COMMON> 0
0
0
<OTHER-SE> 5,408,364
<TOTAL-LIABILITY-AND-EQUITY> 7,124,686
<SALES> 398,760
<TOTAL-REVENUES> 398,760
<CGS> 347,099
<TOTAL-COSTS> 347,099
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 33,867
<INCOME-PRETAX> 17,794
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 17,794
<EPS-PRIMARY> 1.16
<EPS-DILUTED> 0
</TABLE>
