SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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, 1999
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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.)
One Memorial Drive, Suite 1000, St. Louis, MO 63102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314) 206-4600
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500 N. Broadway, Suite 1200, St. Louis, MO 63102-2449
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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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PART I
Item 1 - Financial Statements:
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NOONEY INCOME FUND LTD., L.P.
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(A LIMITED PARTNERSHIP)
-----------------------
BALANCE SHEETS
--------------
June 30, December 31,
1999 1998
(Unaudited)
----------- ------------
ASSETS:
Cash and Cash Equivalents $ 1,065,484 $ 804,739
Accounts receivable 123,207 97,104
Prepaid expenses and deposits 22,964 12,332
Investment property, at cost:
Land 1,946,169 1,946,169
Buildings and improvements 8,584,715 8,601,373
------------ ------------
10,530,884 10,547,542
Less accumulated depreciation (5,136,598) (5,010,424)
------------ ------------
5,394,286 5,537,118
Deferred expenses - At amortized cost 110,973 111,293
------------ ------------
$ 6,716,914 $ 6,562,586
============ ============
LIABILITIES AND PARTNERS' EQUITY:
Liabilities:
Accounts payable and accrued expenses $ 130,135 $ 186,291
Accrued real estate taxes 181,166 180,361
Mortgage notes payable 1,136,402 1,149,701
Refundable tenant deposits 142,316 131,577
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1,590,019 1,647,930
Partners' Equity 5,126,895 4,914,656
------------ ------------
$ 6,716,914 $ 6,562,586
============ ============
SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
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NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS AND PARTNERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30, June 30, June 30,
1999 1998 1999 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUES:
Rental and other income $ 522,341 $ 452,721 $ 1,022,205 $ 867,788
Interest 0 5,704 4 11,026
----------- ----------- ----------- -----------
522,341 458,425 1,022,209 878,814
EXPENSES:
Interest 21,826 28,096 45,155 56,207
Depreciation and amortization 100,815 113,627 202,013 220,904
Real estate taxes 64,169 64,747 125,774 129,493
Property management fees paid to
Nooney Inc. 31,277 27,229 61,196 52,411
Reimbursement to Nooney Inc.
for partnership management
services and indirect expenses 6,250 6,250 12,500 12,500
Repairs & Maintenance 30,442 17,160 55,253 28,623
Professional Services 41,019 23,609 60,643 35,310
Utilities 24,984 25,511 52,248 52,324
Cleaning 14,028 14,458 26,123 26,788
Payroll 15,132 10,546 31,884 22,322
Insurance 10,619 7,836 23,382 17,173
Parking Lot/Landscaping 27,470 10,202 33,115 15,600
Office General 9,330 9,144 15,863 14,292
Vacancy Expense 5,583 14,324 9,385 15,571
Other operating expenses 15,293 15,719 55,436 40,854
----------- ----------- ----------- -----------
418,237 388,458 809,970 740,372
----------- ----------- ----------- -----------
NET INCOME $ 104,104 $ 69,967 $ 212,239 $ 138,442
=========== =========== =========== ===========
NET INCOME PER LIMITED
PARTNERSHIP UNIT $ 5.67 $ 4.86 $ 11.61 $ 8.40
=========== =========== =========== ===========
PARTNERS' EQUITY:
Beginning of Period $ 5,022,791 $ 5,171,808 $ 4,914,656 $ 5,103,333
Cash distributions to partners (0) (210,846) (0) (210,846)
Net Income 104,104 69,967 212,239 138,442
----------- ----------- ----------- -----------
End of Period $ 5,126,895 $ 5,030,929 $ 5,126,895 $ 5,030,929
=========== =========== =========== ===========
</TABLE>
SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
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NOONEY INCOME FUND LTD., L.P.
-----------------------------
(A LIMITED PARTNERSHIP)
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STATEMENTS OF CASH FLOW
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(UNAUDITED)
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Six Months Ended
June 30, June 30,
1999 1998
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 212,239 $ 138,442
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 202,013 220,904
Changes in assets and liabilities:
(Increase) Decrease in accounts
receivable (26,103) 32,012
Increase in prepaid expenses and deposits (10,632) (21,378)
Increase in deferred expenses (19,769) (67,018)
Decrease in accounts payable and accrued
expenses (56,156) (91,164)
Increase (Decrease) in accrued real estate
taxes 805 (1,709)
Increase in refundable tenant deposits 10,739 13,637
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Total Adjustments 100,897 85,284
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Net cash provided by operating activities 313,136 223,726
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CASH FLOWS FROM INVESTING ACTIVITIES -
Net additions to investment property (39,092) (96,953)
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CASH FLOWS FROM FINANCING ACTIVITIES -
Cash distributions to partners 0 (210,846)
Payments on mortgage notes payable (13,299) (32,400)
----------- -----------
Net cash from financing activities (13,299) (243,246)
----------- -----------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 260,745 (116,473)
CASH AND CASH EQUIVALENTS, beginning of period 804,739 865,287
----------- -----------
CASH AND CASH EQUIVALENTS, end of period $ 1,065,484 $ 748,814
=========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid during period for interest $ 45,155 $ 56,207
=========== ===========
SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
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NOONEY INCOME FUND LTD., L.P.
-----------------------------
(A LIMITED PARTNERSHIP)
-----------------------
NOTES TO UNAUDITED FINANCIAL STATEMENTS
---------------------------------------
THREE AND SIX MONTHS ENDED JUNE 30, 1999 AND 1998
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NOTE A:
Refer to the Registrant's financial statements for the fiscal year ended
December 31, 1998 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, 1999 and for all periods presented have been made. The results of
operations for the three and six month periods ended June 30, 1999, are not
necessarily indicative of the results which may be expected for the entire year.
NOTE C:
The Registrant's properties are managed by Nooney, Inc., a wholly-owned
subsidiary of CGS Real Estate Company. Nooney Income Investments, Inc., a
general partner, is a 75% owned subsidiary of S-P Properties, Inc. S-P
Properties, Inc is a wholly-owned subsidiary of CGS Real Estate Company.
NOTE D:
The earnings per limited partnership unit for the three and six month periods
ended June 30, 1999 and 1998 were computed on 15,180 units, the number of units
outstanding during the periods.
NOTE E:
The Registrant has no items of other comprehensive income, accordingly, net
income and other comprehensive income are the same.
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NOTE F:
The Partnership has two reportable operating segments: Leawood Fountain Plaza
and Oak Grove Commons. 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 Six Months Ended
June 30, June 30,
1999 1998 1999 1998
---- ---- ---- ----
(In thousands)
Revenues:
Leawood FountainPlaza (76%) $ 268,133 235,313 $ 535,118 $ 446,181
Oak Grove Commons 253,605 218,823 485,262 427,645
---------- ---------- ---------- ----------
521,738 454,136 1,020,380 873,826
========== ========== ========== ==========
Operating Profit:
Leawood Fountain
Plaza (76%) $ 38,715 $ 28,502 $ 88,973 $ 38,595
Oak Grove Commons 86,845 38,919 145,698 89,639
---------- ---------- ---------- ----------
125,560 67,421 234,671 128,234
========== ========== ========== ==========
Capital Expenditures:
Leawood Fountain Plaza (76%) $ 7,600 $ 4,270 $ 20,773 $ 13,208
Oak Grove Commons 8,760 65,429 18,319 83,745
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16,360 69,699 39,092 96,953
========== ========== ========== ==========
Depreciation and Amortization:
Leawood Fountain Plaza (76%) $ 72,401 $ 74,013 $ 148,054 $ 146,720
Oak Grove Commons 59,780 65,211 116,690 125,378
---------- ---------- ---------- ----------
132,181 139,224 264,744 272,098
========== ========== ========== ==========
Assets:
As of: June 30, 1999 December 31, 1998
------------- -----------------
Leawood Fountain Plaza (76%) $2,974,303 $3,264,280
Oak Grove Commons 3,407,594 2,841,957
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6,381,897 6,106,237
========== ==========
Reconciliation of segment data to the Partnerhips's consolidated data follow:
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
---- ---- ---- ----
Revenues:
Segments $ 521,738 $ 454,136 $ 1,020,380 $ 873,826
Corporate and other 603 4,289 1,829 4,988
----------- ----------- ----------- -----------
522,341 458,425 1,022,209 878,814
=========== =========== =========== ===========
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Operating Profit:
Segments $ 125,560 $ 67,421 $ 234,671 $ 128,234
Corporate and other
income 603 4,289 1,829 4,988
General and admin
expenses 22,059 1,743 24,261 (5,220)
----------- ----------- ----------- -----------
Net Income 104,104 69,967 212,239 138,442
=========== =========== =========== ===========
Depreciation and Amortization:
Segments $ 132,181 $ 139,224 $ 264,744 $ 272,098
Corporate and other (31,366) (25,597) (62,731) (51,194)
----------- ----------- ----------- -----------
100,815 113,627 202,013 220,904
=========== =========== =========== ===========
Assets:
As of: June 30, 1998 December 31, 1998
------------- -----------------
Segments $6,381,897 $6,106,237
Corporate and other 335,017 456,349
---------- ----------
6,716,914 6,562,586
========== ==========
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ITEM 7: MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
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OF OPERATIONS
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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.
Liquidity and Capital Resources
- -------------------------------
Cash on hand as of June 30, 1999 is $1,065,484, an increase of $260,745 from the
year ended December 31, 1998. For the six month period ended June 30, 1999 net
cash provided by operating activities was $313,136. Cash was used for tenant
improvements in the amount of $39,092 and payments on mortgage notes payable
were made in the amount of $13,299. The Registrant expects the properties to
adequately fund anticipated capital expenditures for the remainder of 1999. The
anticipated capital expenditures are as follows:
Other Capital Leasing Capital Total
------------- --------------- -----
Oak Grove Commons $ 22,511 $ 36,145 $ 58,656
Leawood Fountain Plaza (76%) 58,971 128,254 187,225
-------- -------- --------
$ 81,482 $164,399 $245,881
======== ======== ========
Oak Grove Commons' and Leawood Found Plaza's Leasing Capital includes funds for
tenant alterations and lease commissions for new and renewal leases. Other
Capital expenditures at Oak Grove Commons include the restoration of mansards
and drain replacement. Other Capital at Leawood Fountain Plaza includes carpet
replacement in three buildings' hallways, coach lamp replacement, and an asphalt
overlay of the parking lot.
Results of Property Operations
- ------------------------------
The results of operations for the Registrant's properties for the quarters ended
June 30, 1999 and 1998 are detailed in the schedule below. Expenses and revenues
of the Registrant are excluded.
Leawood
Oak Grove Commons Fountain Plaza (76%)
----------------- --------------------
Second Quarter 1999
Revenues $253,605 $268,133
Expenses 166,760 229,418
-------- --------
Net Income $ 86,845 $ 38,715
======== ========
Second Quarter 1998
Revenues $218,823 $235,313
Expenses 179,904 206,811
-------- --------
Net Income $ 38,919 $ 28,502
======== ========
For the quarter ended June 30, 1999 and 1998, Oak Grove Commons had net income
of $86,845 and $38,919 respectively. This represents an increase in net income
of $47,926. Revenues increased $34,782 when comparing the two quarters due to
increases in base rental revenue ($19,359) and common area maintenance
reimbursement revenue ($20,708), partially offset by a decrease in miscellaneous
revenue ($5,285). The increase in common area maintenance income can be
attributed to the amounts billed to tenants in 1999 being higher than 1998 due
to increased reimbursable expenses. The increase in base rent is due to
increased rental rates on new and renewed tenants. Expenses at Oak Grove Commons
were $166,760 for the quarter ended June 30, 1999 and $179,904 for the quarter
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ended June 30, 1998. The decrease in expenses of $13,144 can be attributable to
decreases in interest ($6,270), amortization expense ($5,606), heating,
ventilation, and air-conditioning expense ($4,222), professional services
($4,779), and vacancy ($3,991). These decreases were partially offset by
increases in parking lot expense ($3,135), real estate tax expense ($6,131), and
other operating expenses ($2,458). The increase in real estate tax expense is
due to an increase in the annual tax amount due.
At Leawood Fountain Plaza, net income increased from $28,502 for the quarter
ended June 30, 1998 to $38,715 for the quarter ended June 30, 1999. This
represents an increase in net income of $10,213. Revenues increased $32,820 due
to an increase in rental income. This increase is as a result of the increased
occupancy level that of the prior year comparison period and increased rental
rates. Expenses for the quarter ended June 30, 1998 were $206,811 and expenses
for the quarter ended June 30, 1999 were $229,478 representing an increase in
expenses of $22,607. This increase in expenses is a result of increases in
parking lot expenses ($8,588), repairs and maintenance building ($13,317),
heating, ventilation, and air-conditioning ($5,517), and other operating
expenses ($1,893). These increases were partially offset by a decrease in real
estate tax expense of ($6,709). The increase in parking lot expense is due to
additional parking lot sealing necessary in 2nd quarter 1999 and the additional
repairs and maintenance building costs can be attributed to masonry/roof repairs
and hallway painting, also performed in 2nd quarter 1999.
The occupancy levels at the Registrant's properties during the second quarter of
1999 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 June 30,
-------------------------------
Property 1999 1998 1997
-------- ---- ---- ----
Oak Grove Commons 97% 98% 93%
Leawood Fountain Plaza (76%) 98% 94% 90%
Occupancy at Oak Grove Commons remained consistent during the second quarter at
97%.Two tenants signed new leases to occupy 8,700 square feet and two tenants
vacated their leases for 8,383 square feet. Oak Grove Commons has no tenant
occupying more than 10% of the available space.
During the second quarter of 1999, leasing activity at Leawood Fountain Plaza
consisted of the Registrant renewing one lease for 1,625 square feet. The
occupancy remained stable at 98% throughout the quarter. The property has two
major tenants occupying 14% and 10% of the available space on leases which
expire in October 2001 and July 1999, respectively. The tenant whose lease
expired in July 1999 has informed the Registrant that they intend to renew
through July 2004.
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.
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Year 2000 Issues
- ----------------
Information Technology Systems
- ------------------------------
The Registrant utilizes computer software for its corporate and real property
accounting records and to prepare its financial statements, as well as for
internal accounting purposes. The vendor of the Registrant's software has
informed the Registrant that it is Year 2000 compliant. The Registrant believes
after reasonable investigation that its information technology hardware is Year
2000 compliant. However, in the event that such systems should fail, as a
contingency plan, the Registrant could prepare all required accounting entries
manually, without incurring material additional operating expenses.
Non-Information Technology Systems
- ----------------------------------
At the request of the Registrant, its property managers have completed their
review of the major date-sensitive non-information technology systems such as
elevators, heating, ventilation, air conditioning and cooling ("HVAC") systems,
locks, and other like systems in the Registrant's properties and have determined
that such systems are materially Year 2000 compliant. In some of the
Registrant's properties, its property managers have utilized the services of
third-party consultants in making this determination, while in other properties,
the property managers have internally made such determinations. The Registrant
does separately track the internal costs incurred for its Year 2000 project. The
Registrant does not believe that the Year 2000 issue will pose significant
problems to the Registrant's Information technology systems and non-Information
technology systems, or that resolution of any potential problems with respect to
such systems will have a material effect on the Registrant's financial condition
or results of operations.
Material Third Parties' Systems Failures
- ----------------------------------------
The most reasonable likely worst case scenario facing the Registrant as a result
of the Year 2000 problem would be the inability of its tenants to pay rent as a
result of a breakdown in such tenants' (or other financial service providers')
computer or the refusal of such tenants to pay their rent as a result of the
Registrant's inability to provide services due to non-Information technology
systems failure. Failure in a tenant's computer systems may cause delays in such
tenant's ability to process its accounting records and to make timely rent
payments. However, any such delays in rent payments, whether caused by systems
failure of tenant, property manager or a combination of the two, should not have
a materially adverse effect on the Registrant's business or results of
operations.
Risks
- -----
While delays caused by the failure of the tenants' or the property managers'
accounting or supply systems would likely not adversely affect the Registrant's
business or results of operations, non-Information technology systems failure in
the Registrants's properties could lead to tenants attempting to withhold their
rent payments, which could materially adversely effect the Registrant's
business, results of operations and financial conditions as a result of
increased legal costs. The Registrant believes that such material effect is
primarily limited to items of a utility nature furnished by third parties to the
Registrant and a wide universe of other customers. Included are such items as
electricity, natural gas, telephone service, and water, all of which are not
readily susceptible to alternate sources and which in all likelihood should be
available in some form. The Registrant has been unable to obtain assurances from
such utility companies as to their Year 2000 compliance, and does not expect
that such assurances will be forthcoming.
Such non-Information technology systems failure could force tenants to use the
stairs in such properties, rather than the elevators. However, none of the
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properties owned by the Registrant is a high-rise building where such an
elevator failure could cause a material adverse effect to the operations of its
tenants, although such failure could make it impossible for any disabled tenants
or any disabled customers to access such properties. Moreover, as previously
discussed, the Registrant may suffer adverse effects in its results of
operations and financial condition as a result of utility or HVAC failures, for
example. Such events could lead the tenants of the Registrant to withhold rent,
in the event that the Registrant's properties are not usable for their intended
purposes. The Registrant does not believe that rent abatement would be a lawful
tenant remedy for short term obligations unless such failure extend for a period
of 30 consecutive days. The Registrant intends to pursue its remedies for any
such breach of its rent obligations by a Tenant expeditiously and to the full
extend permitted by law.
1999 Comparison
- ---------------
At June 30, 1999, the Registrant's consolidated revenues for the quarter ended
and six month period ended are $522,341 and $1,022,209, respectively. Revenues
increased $63,916 and $143,395 when compared to the quarter and six month period
ended June 30, 1998. The increase in revenues can be primarily attributable to
increase in base rental revenue at Oak Grove commons and Leawood Fountain Plaza
in addition to an increase in common area maintenance revenue at Oak Grove.
Consolidated expenses for the quarter ending June 30, 1999 and the quarter ended
June 30, 1998 are $418,237 and $388,458, respectively. For the six month period
ended June 30, 1999 and the six month period ended June 30, 1998, consolidated
expenses are $809,970 and $740,372, respectively. The increase in expenses for
the three month period of $29,779 can be attributable to management fees
($4,048), repairs and maintenance-building ($13,282), professional services
($17,410), payroll ($4,586), insurance ($2,783), and parking lot ($17,268).
These increases were partially offset by decreases in interest expense ($6,270),
depreciation/amortization ($12,812), and vacancy expense ($8,741). The increase
in repairs and maintenance is primarily due to additional interior and exterior
work at Leawood Fountain Plaza as mentioned in the property comparisons. The
additional professional services incurred during 2nd quarter 1999 are related to
costs at the partnership level. The increase in parking lot and landscaping are
mainly due to sealing work done at Leawood Fountain Plaza as also mentioned in
the property comparisons. The decrease in depreciation and amortization can be
attributed to fully depreciated and amortized assets. Vacancy costs were greater
during 1998 due to lower occupancy levels at Leawood Fountain Plaza. The
increase in expenses of $69,598 for the six month period can be attributed to
increases in management fees ($8,785), repairs and maintenance ($26,630),
professional services ($25,333), payroll ($9,562), insurance ($6,209), parking
lot ($17,515), office expenses ($1,571), and other operating expenses ($14,582).
These increases were partially offset by decreases in interest ($11,052),
depreciation/amortization ($18,891), real estate tax expense ($3,719), and
vacancy expense ($6,186). The increase in repairs and maintenance, professional
services, and parking lot, as well as the decreases in depreciation/amortization
and vacancy have been addressed above in the three month comparisons. The
increase in management fees are due to the related increased revenue level. In
addition to the repairs and maintenance increase addressed above, there was also
an increase reflected in heating , ventilation, and air-conditioning repairs in
1st quarter 1999, which contributed to the six month increase. The increase in
payroll is due to additional office personnel at the site levels. The increase
in other operating expenses is primarily due to fire/crime prevention related
expenses and snow removal.
1998 Comparison
- ---------------
At June 30, 1998, the Registrant's consolidated revenues for the quarter ended
and six month period ended are $458,425 and $878,814, respectively. Revenues
decreased $19,346 and $55,701 when compared to the quarter and six month period
ended June 30, 1997. The decrease in revenues can be attributable to significant
decreases in common area maintenance/escalation income at both Oak Grove Commons
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<PAGE>
and Leawood Fountain Plaza. These decreases were partially offset by increases
in rental revenue at both Oak Grove Commons and Leawood Fountain Plaza, in
addition to increases in miscellaneous income at Oak Grove Commons.
Consolidated expenses for the quarter ended June 30, 1998 and the quarter ended
June 30, 1997 are $388,458 and $415,696, respectively. For the six month period
ended June 30, 1998 and the six month period ended June 30, 1997, consolidated
expenses are $740,372 and 811,669, respectively. The decrease in expenses for
the three month period in the amount of $27,238 can be attributable to decreases
in real estate tax expense ($18,633), repairs and maintenance expense ($4,281),
payroll ($2,706), and other operating expenses ($12,375). These decreases were
partially offset by an increase in vacancy expense of $10,303. The decrease in
real estate tax expense is due to the receipt of the actual 1997 tax bill for
Oak Grove Commons that was less than anticipated. The other operating expense
decrease is primarily due to lower fire/crime prevention costs. The decrease in
expenses for the six month period in the amount of $71,297 can be attributable
to decreases in interest expense ($2,426), depreciation and amortization
($8,061), real estate taxes ($15,194), management fees ($3,649), repairs and
maintenance expenses ($11,551), professional service expenses ($18,588),
cleaning ($1,874), insurance ($1,850), parking lot/landscaping ($2,391), and
other operating expenses ($22,877). These decreases were partially offset by
increases in utilities ($8,304) and vacancy expense ($8,649). The majority of
the expense decreases were minimal, however the real estate tax expense decrease
is due to the lower actual tax bill mentioned above, the professional service
decrease is primarily due to a decrease in audit/tax expense, and the other
operating expense decrease can primarily be attributed to lower fire/crime
prevention and snow removal costs.
Inflation
- ---------
The effects of inflation did not have a material impact upon the Registrant's
operations.
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PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
See Exhibit Index on Page 14
(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, 1999 By: Nooney Income Investments, Inc.
---------------------- General Partner
By: /s/ Gregory J. Nooney, Jr.
--------------------------
Gregory J. Nooney, Jr.
Vice Chairman
By: /s/ Patricia A. Nooney
----------------------
Patricia A. Nooney
President and Secretary
-13-
<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)
-14-
<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-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 1,065,484
<SECURITIES> 0
<RECEIVABLES> 123,207
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,188,691
<PP&E> 10,530,884
<DEPRECIATION> (5,136,598)
<TOTAL-ASSETS> 6,716,914
<CURRENT-LIABILITIES> 311,301
<BONDS> 1,136,402
<COMMON> 0
0
0
<OTHER-SE> 5,126,895
<TOTAL-LIABILITY-AND-EQUITY> 6,716,914
<SALES> 1,022,205
<TOTAL-REVENUES> 1,022,209
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 764,815
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 45,155
<INCOME-PRETAX> 212,239
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 212,239
<EPS-BASIC> 11.61
<EPS-DILUTED> 0
</TABLE>
