<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, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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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
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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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Page 1 of 10 pages
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PART I
Item 1 - Financial Statements:
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<TABLE>
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
<CAPTION>
March 31, December 31,
1996 1995
(Unaudited)
------------ ------------
<S> <C> <C>
ASSETS:
Cash $ 788,901 $ 656,904
Accounts receivable 158,186 117,000
Prepaid expenses and deposits 19,656 10,252
Investment property, at cost:
Land and improvements 1,946,169 1,946,169
Buildings 8,219,371 8,254,994
------------ ------------
10,165,540 10,201,163
Less accumulated depreciation 4,164,547 4,063,922
------------ ------------
6,000,993 6,137,241
Deferred expenses - At amortized cost 96,091 107,628
------------ ------------
$ 7,063,827 $ 7,029,025
============ ============
LIABILITIES AND PARTNERS' EQUITY:
Liabilities:
Accounts payable and accrued expenses $ 249,675 $ 224,815
Mortgage notes payable 1,310,400 1,326,600
Refundable tenant deposits 111,436 110,121
------------ ------------
1,671,511 1,661,536
Partners' Equity 5,392,316 5,367,489
------------ ------------
$ 7,063,827 $ 7,029,025
============ ============
<FN>
See notes to financial statements.
</TABLE>
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<TABLE>
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS AND PARTNERS' EQUITY
(UNAUDITED)
<CAPTION>
Three Months Ended
--------------------------
March 31, March 31,
1996 1995
------------ ------------
<S> <C> <C>
REVENUES:
Rental and other income $ 417,705 $ 400,660
Interest 3,744 6,187
------------ ------------
421,449 406,847
EXPENSES:
Interest 31,076 33,867
Depreciation and amortization 118,145 112,675
Real estate taxes 51,444 52,422
Property management fees paid to Nooney Krombach Company 25,063 24,158
Reimbursement to Nooney Krombach Company for partnership management
services and indirect expenses 6,250 6,250
Other operating expenses 164,644 159,681
------------ ------------
396,622 389,053
------------ ------------
NET INCOME $ 24,827 $ 17,794
============ ============
NET INCOME PER LIMITED PARTNERSHIP $ 1.62 $ 1.16
============ ============
PARTNERS' EQUITY:
Beginning of Period $ 5,367,489 $ 5,390,570
Net Income 24,827 17,794
------------ ------------
End of Period $ 5,392,316 $ 5,408,364
============ ============
<FN>
See notes to financial statements.
</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,
1996 1995
------------ ------------
<S> <C> <C>
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Net Income $ 24,827 $ 17,794
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 118,145 112,675
Changes in assets and liabilities:
Increase in accounts receivable (41,186) (9,785)
Increase in prepaid expenses and deposits (9,404) (10,935)
Increase in deferred expenses (1,999) (3,699)
Increase in accounts payable and accrued expenses 24,860 15,813
Increase in refundable tenant deposits 1,315 2,157
------------ ------------
Total Adjustments 91,731 106,226
------------ ------------
Net cash provided by operating activities 116,558 124,020
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:
Additions to investment property (15,344) (10,110)
Tenant finish reimbursements 46,983 0
------------ ------------
Net cash provided by (used in) investing activities 31,639 (10,110)
CASH FLOWS USED IN FINANCING ACTIVITIES:
Payments on mortgage notes payable (16,200) (18,800)
------------ ------------
Net cash used in financing activities (16,200) (18,800)
------------ ------------
NET INCREASE IN CASH 131,997 95,110
CASH, beginning of period 656,904 744,883
------------ ------------
CASH, end of period $788,901 $839,993
============ ============
CASH, paid for interest $ 31,076 $ 33,867
============ ============
<FN>
See notes to financial statements.
</TABLE>
<PAGE> 5
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 1996 AND 1995
NOTE A:
Refer to the Registrant's financial statements for the fiscal year ended
December 31, 1995 which are contained in the Registrant's Annual report on
Form 10-K, for a description of the accounting policies which have been
continued without change. Also, refer to the footnotes to those statements for
additional details of the Registrant's financial condition. The details in
those notes have not changed except as a result of normal transactions in the
interim or as noted below.
NOTE B:
The financial statements include only those assets, liabilities, and results of
operations of the partners which relate to the business of Nooney 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, 1996 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, 1996 and 1995 was computed on 15,180 units, the number of units
outstanding during the periods.
<PAGE> 6
Item 7: Management's Discussion and Analysis of Financial Condition and
Results of Operations
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Liquidity and Capital Resources
- -------------------------------
Cash on hand as of March 31, 1996 is $788,901, an increase of $131,997 from
year end December 31, 1995. The increase in cash can be attributed to Oak Grove
Commons and Leawood Fountain Plaza having strong first quarter operating
results. With the positive operating results the Registrant expects the
properties to adequately fund anticipated capital expenditures for the
remainder of 1996. The anticipated capital expenditures are as follows:
Other Leasing
Capital Capital Total
------------ ------------ ------------
Oak Grove Commons $ 0 $ 47,900 $ 47,900
Leawood Fountain Plaza (76%) $45,700 $108,300 $154,000
------------ ------------ ------------
$45,700 $156,200 $201,900
============ ============ ============
During the remainder of 1996, approximately $250,500 of capital
expenditures are expected. Oak Grove Commons and Leawood Fountain Plaza leasing
capital includes funds for tenant alterations and lease commission for new and
renewal leases. Other capital expenditures at Leawood Fountain Plaza include
expenditures to the property to meet current ADA requirements, repair of minor
structural problems, painting the building exteriors, wood and stucco and
repair of some of the properties 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 one year
effective July 1, 1995. The interest rate will remain at 1% over the prime
rate. Monthly principal payments will be $5,400.
<PAGE> 7
Results of Operations by Property
- ---------------------------------
The results of operations for the Registrant's properties for the quarters
ended March 31, 1996 and 1995 are detailed in the schedule below. Expenses and
revenues of the Registrant are excluded.
Leawood
Oak Grove Fountain
Commons Plaza (76%)
------------ ------------
1996
- ----
Revenues $213,994 $206,797
Expenses $168,619 $198,840
------------ ------------
Net Income $ 45,375 $ 7,957
============ ============
1995
- ----
Revenues $195,222 $207,407
Expenses $174,032 $184,001
------------ ------------
Net Income $ 21,190 $ 23,406
============ ============
For the quarter ended March 31, 1996 and 1995 Oak Grove Commons net income
was $45,375 and $21,190, respectively. The increase in income can be attributed
to an increase in occupancy. As of March 31, 1996 occupancy is 100% while at
March 31, 1995 occupancy was 91%. As revenues increased expenses at Oak Grove
Commons decreased from $174,032 to $168,619 for the quarter ended March 31,
1995 and 1996, respectively. The decrease is attributable to vacancy expenses
($5,070) and real estate taxes ($3,138) offset by an increase in insurance
($1,767). At Leawood Fountain Plaza net income decreased $15,449 due primarily
to an increase in operating expenses. Revenues for the quarters ended March 31,
1996 and 1995 remained relatively stable. The operating expense increase can be
attributed to increases in bad debt expense ($3,083), insurance ($2,327),
repairs and maintenance ($4,186), snow removal ($3,402) and real estate taxes
($2,161).
The occupancy levels at the Registrant's properties during the first
quarter of 1996 remained high. These high levels can be attributed to the
Registrant's ability to lease up space as it becomes available. The occupancy
levels at the Registrant's properties are listed below.
Occupancy Levels at March 31,
-------------------------------
Property 1996 1995 1994
- ---------------------------------------------- --------- --------- ---------
Oak Grove Commons 100% 91% 64%
Leawood Fountain Plaza (76%) 91% 92% 92%
Occupancy at Oak Grove Commons remained at 100% for the entire first
quarter of 1996 with the renewal of one tenant occupying 5,621 square feet or
<PAGE> 8
4.08%. At Oak Grove Commons a single tenant occupies approximately 10% of the
available space and their lease expires in December 1997.
During the first quarter of 1996 leasing activity at Leawood Fountain Plaza
netted a decrease in occupancy of 1%. The Registrant executed two new leases
totaling 1,764 square feet and renewed two leases totaling 1,903 square feet.
Two tenants vacated their suites totaling 3,109 square feet. The property has
one major tenant that lease approximately 10% of the available space and their
lease expires in July 1999.
Results of Consolidated Operations for 1996
- -------------------------------------------
As of March 31, 1996, the Registrant's consolidated revenues are $421,449,
an increase of $14,602 when compared to quarter ended March 31, 1995. The 3.59%
increase in revenues can be attributed to the increase revenues at Oak Grove
Commons. At Oak Grove Commons rental income increased $21,250 due to higher
average occupancy when comparing first quarter 1996 to 1995. Offsetting the
increases in rental income were decreases in common area maintenance income
($2,580) at Oak Grove Commons along with decreases in escalation income
($1,498) at Leawood Fountain Plaza. Both of these decreases relate to lease
rollover and the corresponding adjustments to tenant base years.
Consolidated expenses for the quarter ended March 31, 1996 and 1995 are
$396,622 and $389,053, respectively. The increase of $7,569 or 1.95% is
attributable to increases in depreciation and amortization along with other
operating expenses. The increase in depreciation and amortization relate to the
capital expenditures for tenant finish and lease commissions the Registrant
funded during 1995 to lease up Oak Grove Commons and maintain occupancy at
Leawood Fountain Plaza. The increase in other operating expenses is
attributable to increases in insurance costs ($5,769), snow removal ($4,132)
and repair and maintenance ($3,792), offset by decreases in vacancy expenses
($5,344) and professional services ($3,678).
Results of Consolidated Operations for 1995
- -------------------------------------------
Consolidated revenues for the quarter ended March 31, 1995 was $406,847, an
increase of $62,401 from quarter ended March 31, 1994. The significant increase
in revenues relate primarily to Oak Grove Commons as the property's occupancy
increased from an average of 64% during the first quarter of 1994 compared to
average occupancy of 91% during the first quarter of 1995. Revenues at Leawood
Fountain Plaza remained relatively stable when comparing results from March 31,
1995 to March 31, 1994.
As of March 31, 1995 and 1994 consolidated expenses were $389,053 and
$362,630, respectively. The increase in consolidated expenses is attributable
to increases in interest expense and depreciation and amortization offset by a
decrease in other operating expenses. The increase in interest expense
coincides with the increase in interest rates. With the increase in interest
rates the Registrant's floating rate debt is adversely affected. The increase
in depreciation and amortization relates to the increases in capital
expenditures throughout 1994. The capital expenditure increase is due to
increased occupancy and the cost associated with building out the new tenants
space. The decrease in other operating expenses pertains to decreases in
insurance ($8,272), snow removal ($17,824) and vacancy expenses ($4,505) offset
<PAGE> 9
by increases in utilities ($5,466), professional services ($14,109) and
management fees ($3,719).
Inflation
- ---------
The effects of inflation did not have a material impact upon the
Registrant's operation in fiscal 1995, and are not expected to materially
affect the Registrant's operation in 1996.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits -- See Exhibit Index on Page 10.
(b) Reports on Form 8-K
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: 5/14/96 By: /s/ Gregory J. Nooney, Jr.
-------------------------------------
Gregory J. Nooney, Jr.
General Partner
Nooney Income Investments, Inc.
By: /s/ Gregory J. Nooney, Jr.
-------------------------------------
Gregory J. Nooney, Jr.
Chairman of the Board and
Chief Executive Officer
By: /s/ Patricia A. Nooney - Director
-------------------------------------
Senior Vice President and Secretary
BEING A MAJORITY OF THE DIRECTORS
<PAGE> 10
EXHIBIT INDEX
Exhibit Number Description
- -------------- --------------------------------------------------------------
3 Amended and Restated Agreement and Certificate of Limited
Partnership, dated November 7, 1983, is incorporated by
reference to the Prospectus contained in Post-Effective
Amendment No. 1 to the Registration Statement on Form S-11
under the Securities Act of 1933 (File No. 2-85683)
27 Financial Data Schedule (provided for the information of the
U.S. Securities and Exchange Commission only)
<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-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 788,901
<SECURITIES> 0
<RECEIVABLES> 158,186
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 966,743
<PP&E> 10,165,540
<DEPRECIATION> 4,164,547
<TOTAL-ASSETS> 7,063,827
<CURRENT-LIABILITIES> 249,675
<BONDS> 1,310,400
0
0
<COMMON> 0
<OTHER-SE> 5,392,316
<TOTAL-LIABILITY-AND-EQUITY> 7,063,827
<SALES> 417,705
<TOTAL-REVENUES> 421,449
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 365,546
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 31,076
<INCOME-PRETAX> 24,827
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 24,827
<EPS-PRIMARY> 1.62
<EPS-DILUTED> 0
</TABLE>
