<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 June 30, 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
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(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 14 pages
<PAGE> 2
PART I
Item 1 - Financial Statements:
<TABLE>
NOONEY INCOME FUND LTD., L.P.
-----------------------------
(A LIMITED PARTNERSHIP)
-----------------------
BALANCE SHEET
-------------
<CAPTION>
June 30, December 31,
1995 1994
(Unaudited)
------------ ------------
<S> <C> <C>
ASSETS:
Cash and cash equivalents $ 688,518 $ 744,883
Accounts receivable 125,414 108,981
Prepaid expenses and deposits 10,589 -0-
Investment property, at cost:
Land and improvements 1,946,169 1,946,169
Buildings 8,237,811 7,958,613
------------ ------------
10,183,980 9,904,782
Less accumulated depreciation 3,936,805 3,772,564
------------ ------------
6,247,175 6,132,218
Deferred expenses - At amortized cost 110,309 121,640
------------ ------------
$ 7,182,005 $ 7,107,722
============ ============
LIABILITIES AND PARTNERS' EQUITY:
Liabilities:
Accounts payable and accrued expenses $ 409,656 $ 230,990
Mortgage notes payable 1,354,300 1,387,200
Refundable tenant deposits 105,034 98,962
------------ ------------
1,868,990 1,717,152
Partners' Equity 5,313,015 5,390,570
------------ ------------
$ 7,182,005 $ 7,107,722
============ ============
</TABLE>
<PAGE> 3
<TABLE>
NOONEY INCOME FUND LTD., L.P.
-----------------------------
(A LIMITED PARTNERSHIP)
-----------------------
STATEMENTS OF OPERATIONS AND PARTNERS' EQUITY
---------------------------------------------
(UNAUDITED)
-----------
<CAPTION>
Three Months Ended Six Months Ended
-------------------------- -------------------------
June 30, June 30, June 30, June 30,
1995 1994 1995 1994
As Restated As Restated
See Note E See Note E
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUES:
Rental and other income $ 388,980 $ 350,370 $ 789,643 $ 690,742
Interest 5,478 5,056 11,665 9,130
------------ ------------ ------------ ------------
394,458 355,426 801,308 699,872
EXPENSES:
Interest 34,499 28,441 68,365 53,232
Depreciation and amortization 127,160 105,774 239,835 206,788
Real estate taxes 39,373 50,242 91,795 102,156
Property management fees paid to
Nooney Krombach Company 23,679 20,806 47,837 41,245
Reimbursement to Nooney Krombach Company for
partnership management services and
indirect expenses 6,250 6,250 12,500 12,500
Other operating expenses 153,421 140,674 313,106 298,896
------------ ------------ ------------ ------------
384,382 352,187 773,438 714,817
------------ ------------ ------------ ------------
NET INCOME (LOSS) $ 10,076 $ 3,239 $ 27,870 $ (14,945)
============ ============ ============ ============
NET INCOME (LOSS) PER LIMITED PARTNERSHIP $ (0.02) $ (0.33) $ 0.54 $ (1.92)
============ ============ ============ ============
PARTNERS' EQUITY:
Beginning of Period $ 5,408,364 $ 5,576,613 $ 5,390,570 $ 5,594,797
Net Income (Loss) 10,076 3,239 27,870 (14,945)
Cash distributions to partners (105,425) -0- (105,425) -0-
------------ ------------ ------------ ------------
End of Period $ 5,313,015 $ 5,579,852 $ 5,313,015 $ 5,579,852
============ ============ ============ ============
</TABLE>
<PAGE> 4
<TABLE>
NOONEY INCOME FUND LTD., L.P.
-----------------------------
(A LIMITED PARTNERSHIP)
-----------------------
STATEMENTS OF CASH FLOW
-----------------------
(UNAUDITED)
-----------
<CAPTION>
Three Months Ended Six Months Ended
-------------------------- --------------------------
June 30, June 30, June 30, June 30,
1995 1994 1995 1994
As Restated As Restated
See Note E See Note E
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
CASH FLOWS PROVIDED BY (USED IN)
OPERATING ACTIVITIES:
Net Income (Loss) $ 10,076 $ 3,239 $ 27,870 $ (14,945)
Adjustments to reconcile net income (loss)
to net cash provided by (used in)
operating activities:
Depreciation and amortization 127,160 105,774 239,835 206,788
Changes in assets and liabilities:
(Increase)Decrease in accounts receivable (6,648) 27,395 (16,433) (14,008)
Decrease(Increase) in prepaid expenses 346 -0- (10,589) -0-
Increase in deferred assets (12,685) (12,740) (16,385) (39,258)
Increase (Decrease) in accounts payable and
accrued expenses 162,853 (48,651) 178,666 (12,436)
Increase in refundable tenant deposits 3,915 10,257 6,072 19,601
------------ ------------ ------------ ------------
Total Adjustments 274,941 82,035 381,166 188,703
------------ ------------ ------------ ------------
Net cash provided by operating activities 285,017 85,274 409,036 173,758
CASH FLOWS USED IN INVESTING ACTIVITIES:
Adjustments to investment property (316,967) (48,792) (327,076) (122,855)
------------ ------------ ------------ ------------
Net cash used in investing activities (316,967) (48,792) (327,076) (122,855)
<PAGE> 5
CASH FLOWS USED IN FINANCING ACTIVITIES:
Cash distributions to partners (105,425) -0- (105,425) -0-
Payments on notes payable (14,100) (14,100) (32,900) (28,200)
------------ ------------ ------------ ------------
Net cash used in financing activities (119,525) (14,100) (138,325) (28,200)
------------ ------------ ------------ ------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (151,475) 22,382 (56,365) 22,703
CASH, beginning of period 839,993 831,844 744,883 831,523
------------ ------------ ------------ ------------
CASH, end of period $ 688,518 $ 854,226 $ 688,518 $ 854,226
============ ============ ============ ============
</TABLE>
<PAGE> 6
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
THREE AND SIX MONTHS ENDED JUNE 30, 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 June 30, 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 and six ended
June 30, 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 June
30, 1994. The aforementioned adjustment was properly reflected in the
December 31, 1994 financial statements.
<PAGE> 7
(ii) Certain net income per limited partnership unit amounts have also been
restated to reflect an error made in the previous per unit
calculations.
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
---------------------------------------------------------------
Liquidity and Capital Resources
-------------------------------
Cash on hand as of June 30, 1995 is $688,518, a decrease of $56,365 from
year end December 31, 1994. The decrease in cash can be attributed to
capital expenditures for tenant leasing and buildout along with the replacement
of a portion of the roof at Oak Grove Commons. Furthermore, the decrease in
cash does not affect the Registrant's opinion on the properties' ability to
provide adequate cash flow from operations to fund anticipated capital
expenditures for the remainder of 1995. The anticipated capital expenditures
by property are as follows:
<TABLE>
<CAPTION>
Other Leasing
Capital Capital Total
-------- -------- --------
<S> <C> <C> <C>
Oak Grove Commons $ 8,000 $ 29,000 $ 37,000
Leawood Fountain Plaza (76%) 20,000 234,000 254,000
-------- -------- --------
$ 28,000 $263,000 $291,000
======== ======== ========
</TABLE>
During the remainder of 1995, approximately $291,000 of capital
expenditures are expected. Oak Grove Commons and Leawood Fountain Plaza
leasing capital includes floor plan changes to accommodate tenant's needs, new
carpeting and new paint and/or wallcovering. Along with leasing capital, the
Registrant estimates an additional $8,000 will be expended at Oak Grove Commons
to complete the HVAC system overhaul. Other capital expenditures at Leawood
Fountain Plaza include expenditures to conform the property to ADA
requirements, repair minor structural problems and improve or repair the
property's sidewalks and curbing.
In June 1995, the Registrant successfully negotiated the renewal of the
first mortgage debt secured by Oak Grove Commons for a period of three years,
effective July 1, 1995. The interest rate will remain at 1% over the prime
rate. Monthly principal payments will increase from $4,700 to $5,400.
<PAGE> 8
Results of Operations
---------------------
The results of operations for the Registrant's properties for the quarters
ended June 30, 1995, 1994 and 1993 are detailed in the schedule below. The
results of operations at Leawood Fountain Plaza reflects the Registrant's
ownership of 76%. The information contained in the schedule exclude all
partnership expenses. Net operating cash income (NOCI) represents rental
revenues less operating expenses, excluding depreciation and amortization, less
debt service.
<TABLE>
<CAPTION>
Lewood
Oak Grove Fountain
Commons Plaza(76%)
---------- ----------
<S> <C> <C>
1995
----
Net Operating Cash Income $ 87,000 $ 61,000
Capital Expenditures 175,000 3,000
Tenant Alterations 90,000 48,000
Lease Commissions 13,000 -0-
---------- ----------
Net Property Cash Flow $(191,000) $ 10,000
========== ==========
1994
----
Net Operating Cash Income $ 37,000 $ 70,000
Capital Expenditures 4,000 -0-
Tenant Alterations 45,000 -0-
Lease Commissions 19,000 (6,000)
---------- ----------
Net Property Cash Flow $ (31,000) $ 76,000
========== ==========
1993
----
Net Operating Cash Income $ 33,000 $ 38,000
Capital Expenditures -0- -0-
Tenant Alterations 17,000 2,000
Lease Commissions 3,000 -0-
---------- ----------
Net Property Cash Flow $ 13,000 $ 36,000
========== ==========
</TABLE>
<PAGE> 9
The occupancy levels at the Registrant's properties during the second
quarter continued their upward trend. These high levels can be attributable to
the Registrant's ability to lease up space as it becomes available. The
occupancy levels at the Registrant's properties are listed below:
<TABLE>
<CAPTION>
PROPERTY Occupancy Levels at June 30,
------------------------------------------------- ----------------------------
1995 1994 1993
-------- -------- --------
<S> <C> <C> <C>
Oak Grove Commons 95% 74% 75%
(100% ownership)
Leawood Fountain Pl. 93% 91% 90%
(76% ownership)
</TABLE>
Oak Grove Commons increase in occupancy during the second quarter is
attributable to the underwriting of three new leases with cumulative square
feet of 9,840. Offsetting the increase in occupancy through new leases are two
tenants who vacated their suites with a combined square footage of 4,359. The
Registrant renewed 2,619 square feet during the second quarter. Oak Grove
Commons has a single tenant who occupies approximately 10% of the available
space. The tenant's lease expires in December 1997.
During the second quarter the occupancy level at Leawood Fountain Plaza
increased from the previous quarter through the completion of a new lease. The
new tenant will occupy 749 square feet. The property has one major tenant that
leases approximately 10% of the available space. Their lease expires in July
1999.
1995 Comparisons
----------------
As of June 30, 1995, the Registrant's consolidated revenues are $394,458
for the quarter ended and $801,308 for the six month period ended. The
revenues have increased approximately 14.50% over the same six month period
ended June 30, 1994.
The increase in consolidated revenues of approximately 14.50% or $101,436
is attributable to Oak Grove Commons. Though Oak Grove Commons accounted for a
majority of the revenue increase on a consolidated basis, Leawood Fountain
Plaza's revenues slightly increased when comparing the quarter and six month
period ended June 30, 1994 and 1995. The significant increase in revenues at
Oak Grove Commons is attributable to rental revenues. Overall revenues at Oak
Grove Commons increased in direct correlation with increases in tenant
occupancy. During the period from July 1, 1994 through June 30, 1995 occupancy
increased approximately 21%. Revenues had a similar increase.
As of June 30, 1995, the Registrant's consolidated expenses excluding
depreciation, amortization and interest for the quarter ended June 30, 1995 are
$222,723 and for the six month period ended the expenses are $465,238. For the
quarter ended and six month period ended June 30, 1994 expenses were $217,972
<PAGE> 10
and $454,797, respectively. The expenses have increased approximately 2.20%
when comparing quarter ended and six month period ending June 30, 1995 and
1994.
The increase in consolidated expenses excluding depreciation, amortization
and interest during the three month and six month period ended June 30, 1995 is
attributable to increases in operating expenses and management fees offset by a
decrease in real estate taxes. As expected, with the significant increases in
revenues at Oak Grove Commons, a corresponding increase in management fees has
also occurred at Oak Grove Commons. The decrease in real estate taxes is
comprised of an increase at Leawood Fountain Plaza offset by a decrease at Oak
Grove Commons. The changes in real estate taxes are attributable to rate
changes and/or property reassessments.
For the quarter ended and six month period ended June 30, 1995, the
operating expenses are $153,421 and $313,106, respectively, compared to
$140,674 and $298,896 for the quarter ended and six month period ended June 30,
1994. The increases of $12,747 and $14,210 for the quarter and six month
period ended are outlined by property and expense category in the following
schedule. Decreases are bracketed.
<TABLE>
<CAPTION>
Leawood
Oak Grove Fountain
Commons Plaza Registrant
---------- ---------- ----------
<S> <C> <C> <C>
Fire & Crime Prevention $ 1,213 $------- $-------
Insurance (1,428) (2,288) (4,873)
Dues & Subscriptions -------- 890 --------
Vacancy Expense (17,932) 7,021 --------
Taxes - Other -------- ------- (2,500)
Supplies - Cleaning -------- (10,977) --------
Parking Lot Expenses 3,618 7,143 --------
Payroll -------- 4,042 --------
Bad Debt Expense 8,728 2,691 --------
Professional Services -------- ------- 12,795
Elevators -------- 1,012 --------
Repairs & Maintenance -------- 13,633 --------
Electric -------- 8,645
Utilities 1,563 (1,854) --------
Snow Removal (15,045) (3,561) --------
---------- ---------- ----------
Property Totals $ (19,283) $ 26,396 $ 5,422
Other Expenses $ 1,674
Consolidated Total $ 14,210
</TABLE>
As presented on the financial statements for the six month period ended
June 30, 1995, the increase in other operating expenses is $14,210.
Interest expense increased $6,058 and $15,133 for the quarter ended and six
month period ended June 30, 1995 when compared to the same period ended
June 30, 1994. The increase in interest expense is caused by the increase in
<PAGE> 11
the prime rate since June 30, 1994. The debt on Oak Grove Commons floats at 1%
over the prime rate.
1994 Comparisons
----------------
On a consolidated basis, the Registrant generated gross revenues of
$355,426 during the second quarter of 1994 compared to $356,821 in 1993.
Consolidated year-to-date gross revenues totaled $699,872 for 1994 and $746,205
for 1993. While the quarterly revenues remained relatively constant, the 6%
year-to-date decrease in revenue is primarily due to a first quarter decrease
in occupancy at Oak Grove Commons.
Consolidated operating expenses for the second quarter were $217,972 in
1994 compared to $235,897 in 1993. Year-to-date expenses totaled $454,797 in
1994 and $487,576 in 1993. These 7% decreases are primarily due to lower
electric, snow removal and real estate tax expenses at Leawood Fountain Plaza
and lower fire and crime prevention and snow removal at Oak Grove Commons.
Debt service remained constant.
1993 Comparisons
----------------
On a consolidated basis, the Registrant generated gross revenues of
$356,821 during the second quarter of 1993 compared to $372,666 in 1992.
Consolidated year-to-date gross revenues totaled $746,205 for 1993 and $805,672
for 1992. These decreases in revenue are due primarily to a drop in occupancy
at Oak Grove Commons from 1992 to 1993.
On a consolidated basis, total operating expenses for the second quarter
were $235,897 in 1993 compared to $236,400 in 1992. Year-to-date expenses
totaled $487,576 in 1993 and $450,538 in 1992. The quarterly decrease is due
largely to a reduction in administrative expenses and is partially offset by
higher snow removal costs at both Leawood and Oak Grove, increased utility
expenses at Leawood and higher vacancy expenses at Oak Grove. On a year-to-
date basis the majority of the increased snow removal costs were reflected in
the first quarter, which entirely diminished the expense reductions realized
from lower administrative costs in the second quarter.
Both quarterly and year-to-date debt service has increased 42% 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.
Inflation
---------
The effects of inflation did not have a material impact upon the
Registrant's operation in fiscal 1994, and are not expected to materially
affect the Registrant's operation in 1995.
<PAGE> 12
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> 13
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: August 14, 1995 /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> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<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> .44
<EPS-DILUTED> 0
</TABLE>
