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, 1997
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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
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NOONEY INCOME FUND LTD., L.P.
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(Exact name of Registrant as specified in its charter)
Missouri 43-1302570
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(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
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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>
PART I
Item 1 - Financial Statements:
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
March 31, December 31,
1997 1996
ASSETS: (Unaudited)
- ------- ----------- -----------
Cash and Cash Equivalents $ 949,546 $ 797,225
Accounts receivable 181,636 175,325
Prepaid expenses and deposits 16,856 10,821
Investment property, at cost:
Land 1,946,169 1,946,169
Buildings and improvements 8,313,466 8,304,934
----------- -----------
10,259,635 10,251,103
Less accumulated depreciation 4,503,591 4,415,352
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5,756,044 5,835,751
Deferred expenses - At amortized cost 53,043 64,244
----------- -----------
$ 6,957,125 $ 6,883,366
=========== ===========
LIABILITIES AND PARTNERS' EQUITY:
Liabilities:
Accounts payable and accrued expenses $ 78,060 $ 109,505
Accrued real estate taxes 232,005 170,698
Mortgage notes payable 1,245,600 1,261,800
Refundable tenant deposits 114,197 114,871
----------- -----------
1,669,862 1,656,874
Partners' Equity 5,287,263 5,226,492
----------- -----------
$ 6,957,125 $ 6,883,366
=========== ===========
SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
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<PAGE>
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS AND PARTNERS' EQUITY
(UNAUDITED)
Three Months Ended
March 31, March 31,
1997 1996
---------- ----------
REVENUES:
Rental and other income $ 451,460 $ 417,705
Interest 5,284 3,744
---------- ----------
456,744 421,449
EXPENSES:
Interest 28,936 31,076
Depreciation and amortization 118,775 118,145
Real estate taxes 61,307 51,444
Property management fees paid to
Nooney Krombach Company 27,523 25,063
Reimbursement to Nooney Krombach Company
for partnership management services
and indirect expenses 6,250 6,250
Repairs & Maintenance 24,669 19,736
Professional Services 32,441 38,970
Utilities 17,060 29,470
Cleaning 14,597 11,294
Payroll 9,414 13,014
Other operating expenses 55,001 52,160
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395,973 396,622
---------- ----------
NET INCOME $ 60,771 $ 24,827
========== ==========
NET INCOME PER LIMITED
PARTNERSHIP UNIT $ 3.96 $ 1.62
========== ==========
PARTNERS' EQUITY:
Beginning of Period $5,226,492 $5,367,489
Net Income 60,771 24,827
---------- ----------
End of Period $5,287,263 $5,392,316
========== ==========
SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
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<PAGE>
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOW
(UNAUDITED)
Three Months Ended
March 31, March 31,
1997 1996
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 60,771 $ 24,827
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 118,775 118,145
Changes in assets and liabilities:
Increase in accounts receivable (6,311) (41,186)
Increase in prepaid expenses (6,035) (9,404)
Increase in deferred assets 0 (1,999)
Decrease in accounts payable (31,445) (29,703)
Increase in accrued real estate taxes 61,307 54,563
(Decrease) Increase in refundable tenant deposits (674) 1,315
--------- ---------
Total Adjustments 135,617 91,731
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Net cash provided by operating activities 196,388 116,558
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CASH FLOWS FROM INVESTING ACTIVITIES -
Net additions to investment property (27,867) 31,639
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES -
Payments on mortgage notes payable (16,200) (16,200)
--------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS 152,321 131,997
CASH AND CASH EQUIVALENTS, beginning of period 797,225 656,904
--------- ---------
CASH AND CASH EQUIVALENTS, end of period $ 949,546 $ 788,901
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid during period for interest 28,936 31,076
SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
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<PAGE>
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
NOTE A:
Refer to the Registrant's financial statements for the fiscal year ended
December 31, 1996, 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, 1997 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,
1997 and 1996 was computed on 15,180 units, the number of units outstanding
during the periods.
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<PAGE>
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
Cash on hand as of March 31, 1997 is $949,546, an increase of $152,321 from year
end December 31, 1996. 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 1997. The anticipated capital expenditures are as follows:
Leasing Capital Other Capital Total
--------------- ------------- -----
Oak Grove Commons $108,519 $119,982 $228,501
Leawood Fountain Plaza (76%) 164,132 38,570 202,702
-------- -------- --------
$272,651 $158,552 $431,203
======== ======== ========
Oak Grove Commons' and Leawood Fountain Plaza's Leasing Capital includes funds
for tenant alterations and lease commissions for new and renewal tenants. Other
Capital expenditures at Leawood Fountain Plaza include sidewalk replacement,
sprinkler additions, remodeling of second floor restrooms and exterior
re-lighting. At Oak Grove Commons, Other Capital includes parking lot
resurfacing and structural repairs needed at one end of the building.
Results of Operations by Property
The results of operations for the Registrant's properties for the quarters ended
March 31, 1997 and 1996 are detailed in the schedule below. Expenses and
revenues of the Registrant are excluded.
Oak Grove Leawood Fountain
Commons Plaza (76%)
------- -----------
1997
----
Revenues $223,595 $235,123
Expenses 175,613 202,606
-------- --------
Net Income $ 47,982 $ 32,517
======== ========
1996
----
Revenues $213,994 $206,797
Expenses 168,619 198,840
-------- --------
Net Income $ 45,375 $ 7,957
======== ========
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<PAGE>
Revenues for the quarters ended March 31, 1997 and 1996 at Oak Grove Commons
were $223,595 and $213,994 respectively. The increase in income is attributable
to base rental rate increases obtained at both properties from new and renewal
leases over the past year. Expenses at Oak Grove Commons increased $6,994 or 4%
from the quarter ended March 31, 1997 as compared to the quarter ended March 31,
1996. The increase in expenses is attributable to an increase in snow removal
costs ($4,439) and vacancy expense ($3,085), offset by a decrease in
administrative costs ($1,287).
At Leawood Fountain Plaza, revenues increased $28,326 when comparing the quarter
ended 1997 to 1996. The increases in revenue can be attributable to increases in
base rental rates ($7,014), escalation income ($15,898) and miscellaneous income
($4,634). Expenses increased a nominal amount when comparing 1996 to 1997.
Operating expenses increased in the areas of cleaning, landscaping, repairs and
maintenance building, and real estate taxes, offset by a decrease in electrical
expense.
The occupancy levels at the Registrant's properties during the first quarter of
1997 remained high. These high levels can be attributed to the Registrant's
ability to lease space as it becomes available. The occupancy levels at the
Registrant's properties are listed below.
Occupancy levels as of March 31,
--------------------------------
Property 1997 1996 1995
-------- ---- ---- ----
Oak Grove Commons 100% 100% 91%
Leawood Fountain Plaza (76%) 88% 91% 92%
Occupancy at Oak Grove Commons remained at 100% for the entire first quarter of
1997 with the renewal of four tenants occupying 17,386 square feet. Oak Grove
Commons has no tenant occupying more than 10% of the available space.
During the first quarter of 1997, occupancy at Leawood Fountain Plaza dropped
from 92% at December 31, 1996, to 88% as of March 31, 1997. During the quarter,
one new lease was signed for 580 square feet, two tenants renewed their leases
for 2,532 square feet, and three tenants vacated 3,770 square feet. The property
has two major tenants, one who occupies approximately 11% of the available space
whose lease expires in July 1998 and a second major tenant who occupies
approximately 10% of the available space whose lease expires in July 1999.
Results of Consolidated Operations 1997
As of March 31, 1997, the Registrant's consolidated revenues are $456,744, an
increase of $35,295 when compared to quarter ended March 31, 1996. This 8%
increase in revenues can be attributable to increases in base rent at both Oak
Grove Commons and Leawood Fountain Plaza, an increase in escalation income at
Leawood Fountain Plaza and as well an increase in miscellaneous income at
Leawood Fountain Plaza.
Consolidated expenses for the quarters ending March 31, 1997 and 1996 are
$395,973 and $396,622, respectively. The overall level of expenses remained
extremely stable when comparing the two years.
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<PAGE>
Results of Consolidated Operations 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 3.6%
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 quarters ended March 31, 1996 and 1995 are
$396,622 and $389,053, respectively. The increase of $7,569 or 2.0% 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).
Inflation
The effects of inflation did not have a material impact upon the Registrant's
operation in fiscal l996 and are not expected to materially affect the
Registrant's operation in l997.
-8-
<PAGE>
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
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: May 15, 1997 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
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<PAGE>
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 U.S. Securities and Exchange
Commission only)
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS FOR NOONEY 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-31-1996
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 949,546
<SECURITIES> 0
<RECEIVABLES> 181,636
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,148,038
<PP&E> 10,259,635
<DEPRECIATION> 4,503,591
<TOTAL-ASSETS> 6,957,125
<CURRENT-LIABILITIES> 310,065
<BONDS> 1,245,600
0
0
<COMMON> 0
<OTHER-SE> 5,287,263
<TOTAL-LIABILITY-AND-EQUITY> 8,205,690
<SALES> 451,460
<TOTAL-REVENUES> 456,744
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 367,037
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 28,936
<INCOME-PRETAX> 60,771
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 60,771
<EPS-PRIMARY> 3.96
<EPS-DILUTED> 0
</TABLE>
