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 September 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 63102-2449
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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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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)
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BALANCE SHEETS
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Sept. 30, December 31,
1999 1998
ASSETS: (Unaudited)
----------- ------------
Cash and Cash Equivalents $ 1,166,561 $ 804,739
Accounts receivable 91,599 97,104
Prepaid expenses and deposits 16,690 12,332
Investment property, at cost:
Land 1,946,169 1,946,169
Buildings and improvements 8,570,660 8,601,373
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10,516,829 10,547,542
Less accumulated depreciation (5,184,599) (5,010,424)
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5,332,230 5,537,118
Deferred expenses - At amortized cost 119,934 111,293
------------ ------------
$ 6,727,014 $ 6,562,586
============ ============
LIABILITIES AND PARTNERS' EQUITY:
Liabilities:
Accounts payable and accrued expenses $ 111,156 $ 186,291
Accrued real estate taxes 183,384 180,361
Mortgage notes payable 1,130,702 1,149,701
Refundable tenant deposits 138,220 131,577
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$ 1,563,462 $ 1,647,930
Partners' Equity 5,163,552 4,914,656
------------ ------------
$ 6,727,014 $ 6,562,586
============ ============
SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
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NOONEY INCOME FUND LTD., L.P.
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(A LIMITED PARTNERSHIP)
-----------------------
STATEMENTS OF OPERATIONS AND PARTNERS' EQUITY
---------------------------------------------
(UNAUDITED)
-----------
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
Sept. 30, Sept. 30, Sept. 30, Sept. 30,
1999 1998 1999 1998
----------- ----------- ------------ -----------
<S> <C> <C> <C> <C>
REVENUES:
Rental and other income $ 499,018 $ 474,398 $ 1,521,223 $ 1,342,185
Interest 0 5,037 4 16,063
----------- ----------- ----------- -----------
499,018 479,435 1,521,227 1,358,248
EXPENSES:
Interest 23,869 25,602 69,023 81,810
Depreciation and amortization 104,008 108,593 306,021 329,497
Real estate taxes 61,128 62,526 186,902 192,020
Property management fees paid to
American Spectrum Midwest 29,783 28,514 90,978 80,925
Reimbursement to American Spectrum
Midwest for partnership management
services and indirect expenses 6,250 6,250 18,750 18,750
Repairs & maintenance 22,461 19,971 77,716 48,329
Professional services 79,670 20,116 140,313 55,426
Utilities 40,760 37,135 93,006 89,460
Cleaning 16,232 15,574 42,355 42,362
Payroll 17,598 16,737 49,482 39,058
Insurance 9,633 17,292 33,014 34,465
Parking lot/Landscaping 21,009 19,178 54,122 33,762
Vacancy Expense 4,797 13,976 14,182 29,547
Other operating expenses 25,163 25,034 96,467 81,458
----------- ----------- ----------- -----------
462,361 416,498 1,272,331 1,156,869
----------- ----------- ----------- -----------
NET INCOME $ 36,657 $ 62,937 $ 248,896 $ 201,379
=========== =========== =========== ===========
NET INCOME PER LIMITED
PARTNERSHIP UNIT $ 1.59 $ 3.12 $ 13.13 $ 10.07
=========== =========== =========== ===========
PARTNERS' EQUITY:
Beginning of Period $ 5,126,895 $ 5,030,929 $ 4,914,656 $ 5,103,333
Cash distributions to partners 0 (210,846) 0 (421,692)
Net Income 36,657 62,937 248,896 201,379
----------- ----------- ----------- -----------
End of Period $ 5,163,552 $ 4,883,020 $ 5,163,552 $ 4,883,020
=========== =========== =========== ===========
</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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Nine Months Ended
Sept.30, Sept.30,
1999 1998
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 248,896 $ 201,379
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 306,021 329,497
Changes in assets and liabilities:
Decrease in accounts receivable 5,505 44,344
Increase in prepaid expenses and deposits (4,358) (9,272)
Increase in deferred expenses (35,377) (83,441)
Decrease in accounts payable and accrued
expenses (75,135) (66,434)
Increase in accrued real estate taxes 3,023 3,667
Increase in refundable tenant deposits 6,643 7,395
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Total Adjustments 206,322 235,756
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Net cash provided by operating activities 455,218 437,135
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CASH FLOWS FROM INVESTING ACTIVITIES -
Net additions to investment property (74,397) (173,712)
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Net cash from investing activities (74,397) (173,712)
CASH FLOWS FROM FINANCING ACTIVITIES -
Cash distributions to partners 0 (421,692)
Payments on mortgage notes payable (18,999) (41,600)
----------- -----------
Net cash from financing activities (18,999) (463,292)
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NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS 361,822 (199,869)
CASH AND CASH EQUIVALENTS, beginning of period 804,739 865,287
----------- -----------
CASH AND CASH EQUIVALENTS, end of period $ 1,166,561 $ 665,418
=========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid during period for interest $ 69,023 $ 81,810
=========== ===========
SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
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NOONEY INCOME FUND LTD., L.P.
-----------------------------
(A LIMITED PARTNERSHIP)
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NOTES TO UNAUDITED FINANCIAL STATEMENTS
---------------------------------------
THREE AND NINE MONTHS ENDED SEPTEMBER 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 Ltd., 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
cashflows at September 30, 1999 and for all periods presented have been made.
The results of operations for the three and nine month periods ended September
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 American Spectrum Midwest (formerly
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 nine months ended
September 30, 1999 and 1998 was 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 write downs, amortization of straight line base rent, general and
administrative expenses, unusual and extraordinary items, and interest.
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
---- ---- ---- ----
Revenues:
Leawood Fountain Plaza (76%) $ 261,301 248,378 $ 796,419 $ 694,559
Oak Grove Commons 235,263 226,536 720,525 654,181
---------- ---------- ---------- ----------
496,564 474,914 1,516,944 1,348,740
========== ========== ========== ==========
Operating Profit:
Leawood Fountain
Plaza (76%) $ 22,491 $ 33,406 $ 111,465 $ 72,001
Oak Grove Commons 67,985 34,049 213,684 123,687
---------- ---------- ---------- ----------
90,476 67,455 325,419 195,688
========== ========== ========== ==========
Capital Expenditures:
Leawood Fountain Plaza (76%) $ 35,306 $ 13,271 $ 56,079 $ 26,479
Oak Grove Commons 0 75,426 18,318 147,233
---------- ---------- ---------- ----------
35,306 88,697 74,397 173,712
========== ========== ========== ==========
Depreciation and Amortization:
Leawood Fountain Plaza (76%) $ 77,989 $ 71,837 $ 226,042 $ 218,557
Oak Grove Commons 57,446 62,353 174,136 187,731
---------- ---------- ---------- ----------
135,435 134,190 400,178 406,288
========== ========== ========== ==========
Assets:
As of: September 30, 1999 December 31, 1998
------------------ -----------------
Leawood Fountain Plaza (76%) $2,965,168 $3,264,280
Oak Grove Commons 3,460,013 2,841,957
---------- ----------
6,425,181 6,106,237
========== ==========
Reconciliation of segment data to the Partnerships's consolidated data follow:
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
---- ---- ---- ----
Revenues:
Segments $ 496,564 $ 474,914 $1,516,944 $1,348,740
Corporate and other 2,454 4,521 4,283 9,508
---------- ---------- ---------- ----------
499,018 479,435 1,521,227 1,358,248
========== ========== ========== ==========
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Operating Profit:
Segments $ 90,476 $ 67,455 $ 325,149 $ 195,688
Corporate and other income 2,454 4,521 4,283 9,508
General and admin expenses (56,273) (9,039) (80,536) (3,817)
--------- --------- --------- ---------
Net Income 36,657 62,937 248,896 201,379
========= ========= ========= =========
Depreciation and Amortization
Segments $ 135,435 $ 134,190 $ 400,178 $ 406,288
Corporate and other (31,427) (25,597) (94,157) (76,791)
--------- --------- --------- ---------
104,008 108,593 306,021 329,497
========= ========= ========= =========
Assets:
As of: September 30, 1999 December 31, 1998
------------------ -----------------
Segments $6,425,181 $6,106,237
Corporate and other 301,833 456,349
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6,727,014 6,562,586
========== ==========
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ITEM 7: MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
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RESULTS OF OPERATIONS
---------------------
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 Registrant. Actual
results could differ materially from those contemplated by such statements.
Liquidity and Capital Resources
- -------------------------------
Cash on hand as of September 30, 1999 is $1,166,561, an increase of $361,822
from year end December 31, 1998. For the nine month period ended September 30,
1999 net cash provided by operating activities was $455,218. Cash was used for
tenant and capital improvements in the amount of $74,397 and payments on
mortgage notes payable were made in the amount of $18,999. The Registrant
anticipates the properties to adequately fund capital expenditures anticipated
for the remainder of 1999. These capital expenditures are as follows:
Leasing Other
Capital Capital Total
------- ------- -----
Oak Grove Commons $ 30,613 $ 10,393 $ 41,006
Leawood Fountain Plaza (76%) 76,511 0 76,511
-------- -------- --------
$107,124 $ 10,393 $117,517
======== ======== ========
At Oak Grove Commons and Leawood Fountain Plaza, leasing capital includes funds
for tenant alterations and lease commissions for new and renewal leases. The
other capital anticipated at Oak Grove Commons is for the restoration of
mansards and drain replacement.
Results of Property Operations
- ------------------------------
The results of operations for the Registrant's properties for the quarters ended
September 30, 1999 and 1998 are detailed in the schedule below. Expenses and
revenues of the Registrant are excluded.
Leawood
Oak Grove Fountain
Commons Plaza (76%)
--------- -----------
1999
----
Revenues $235,263 $261,301
Expenses 167,278 238,310
-------- --------
Net Income $ 67,985 $ 22,491
======== ========
1998
----
Revenues $226,536 $248,378
Expenses 192,487 214,972
-------- --------
Net Income $ 34,049 $ 33,406
======== ========
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For the quarter ended September 30, 1999 and 1998, Oak Grove Commons had net
income of $67,985 and $34,049, respectively. This represents an increase in net
income of $33,936. Revenues increased $8,727 primarily due to an increase in
base rental revenue. This increase was partially offset by a decrease in common
area maintenance reimbursement and miscellaneous income. Expenses decreased
$25,209 due to decreases in depreciation/amortization ($4,907), repairs and
maintenance related expenses ($8,008), real estate tax expense ($4,246),
interest ($1,733), vacancy related expenses ($8,764), and other operating
expenses ($927). These decreases were partially offset by increases in parking
lot-landscaping expenses ($3,376). The decrease in repairs and maintenance is
due to lower heating, ventilation, air-conditioning, and electrical repairs
needed in 1999, when compared to the same period in 1998. The decrease in
vacancy expenses can be attributed to the consistent occupancy level and lower
rehabilitation costs for vacant units.
For the quarter ended September 30, 1999 and 1998, Leawood Fountain Plaza had
net income of $22,491 and $33,406, respectively. This represents a decrease in
net income of $10,915. This can be attributed to an increase in expenses,
partially offset by an increase in revenues. Revenues increased $12,923 due to
an increase in base rental income ($16,034), partially offset by a decrease in
escalation income ($3,111). The increase in rental income can be attributed to
the increased occupancy level. Expenses increases $23,338 when compared to the
same period, prior year. Increases were reflected in depreciation/amortization
($6,152), repairs and maintenance related expenses ($10,510), electricity
($2,616), real estate tax ($2,848), and other operating expenses ($1,711). The
increase in repairs and maintenance is primarily due to increased heating,
ventilation, air-conditioning, and plumbing repairs and replacements at the
property than that of same period, prior year.
The occupancy levels at the Registrant's properties during the third 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 at September 30,
---------------------------------
Property 1999 1998 1997
-------- ---- ---- ----
Oak Grove Commons 94% 95% 93%
Leawood Fountain Plaza (76%) 98% 95% 87%
Occupancy at Oak Grove Commons decreased during the third quarter from 97% to
94%. Leasing activity consisted of one tenant renewing their lease for 3,833
square feet and one tenant vacating the property with square footage totaling
4,331. Oak Grove Commons has no tenant occupying more than 10% of the available
space.
During the third quarter of 1999 occupancy at Leawood Fountain Plaza remained
consistent at 98% at the end of the third quarter. Leasing activity during the
quarter consisted of the Registrant renewing two leases for 10,908 square feet.
The property has two major tenants occupying 14% and 10% of the available space
on leases which expire in October 2001 and July 2004, respectively.
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
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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.
Year 2000 Issues
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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
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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
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.
Results of Consolidated Operations 1999
- ---------------------------------------
As of September 30, 1999, the Registrant's consolidated revenues for the three
and nine month periods were $499,018 and $1,521,227, respectively. Revenues for
the same periods in prior year were $479,435 and $1,358,248. Revenues increased
$19,583 when comparing the three month periods and increased $162,979 when
comparing the nine month periods. The increase in revenues for the three month
period can be attributable to increases in base rental revenue, escalation and
common area maintenance reimbursements at both Leawood Fountain Plaza and Oak
Grove Commons, partially offset by a decrease in interest income. The increase
in revenues for the nine month period can primarily be attributed to increases
in both base rental revenues and escalation at Leawood Fountain Plaza ($102,159)
and an increase in base rental revenue and common area maintenance
reimbursements at Oak Grove Commons ($79,485). These property level increases
were partially offset by a decrease in interest income at the corporate level
($16,059).
Consolidated expenses for the three month period ending September 30, 1999 and
1998 were $462,361 and $416,498, reflecting an increase of $45,863 when
comparing to prior year. The increase in consolidated expenses is primarily due
to increases in repairs and maintenance related expenses ($2,095), professional
services ($59,554), and utilities ($7,659). These increases were partially
offset by decreases in depreciation/amortization ($4,585), insurance ($7,659),
and vacancy related expenses ($9,179). The increase in professional services is
primarily due to appraisals performed at both Leawood Fountain Plaza and Oak
Grove Commons, in addition to legal fees. The decrease in vacancy expense has
been addressed at the property level. Consolidated expenses for the nine month
period ended September 30, 1999 and 1998 were $1,272,331 and $1,156,869,
respectively. Operating expenses increased $115,462 when comparing the current
nine month period to that of prior year. The increase in expenses can be
attributed to increases in management fees ($10,053), repairs and maintenance
related expenses ($29,387), professional services ($84,887), utilities ($3,546),
payroll ($10,424), parking lot ($20,360), and other operating expenses
($15,009). These increases were partially offset by decreases in interest
($12,787), depreciation/amortization ($23,476), real estate tax ($5,118),
insurance ($1,451), and vacancy expenses ($15,365). The increase in management
fees is due to the higher amount of revenues reflected in 1999. The repairs and
maintenance increase can be attributed to roof and masonry repairs and Leawood
Fountain Plaza during the second quarter of 1999. The increase in payroll is due
additional office personnel in 1999. The increase in parking lot is primarily
due to sealing work at Leawood Fountain Plaza, also during the second quarter of
1999. Other operating expenses increased for the nine month period primarily due
to increased snow removal as a result of harsh weather conditions. The decrease
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in interest expense is due to favorable interest rates and declining principal
balance. Depreciation/amortization has decreased when comparing the two nine
month periods as a result of fully amortized assets.
Results of Consolidated Operations 1998
- ---------------------------------------
As of September 30, 1998, the Registrant's consolidated revenues for the quarter
and nine month period were $479,435 and $1,358,248, respectively. Revenues for
the same time periods for the prior year were $449,047 and $1,383,562. Revenues
increased $30,388 when comparing the three month period and decreased $25,314
when comparing the nine month period ending September 30, 1998 to the similar
periods of the prior year. The increase in revenues for the three month period
can be attributable to an increase in base rental revenue, partially offset by
decreases in escalation and common area maintenance income at both Leawood
Fountain Plaza and Oak Grove Commons. The decrease in revenues for the nine
month period can primarily be attributed to a significant decrease in escalation
and common area maintenance income from both Leawood Fountain Plaza and Oak
Grove Commons.
Consolidated expenses for the quarter ended September 30, 1998 and 1997 were
$416,498 and $372,132, reflecting an increase of $44,366 when comparing current
quarter to prior year. The increase in consolidated expenses for the quarter is
due to increases in depreciation and amortization ($3,107), professional
services ($2,499), cleaning expense ($3,273), payroll ($5,055), insurance
($7,754), parking lot ($4,622), vacancy expenses ($13,221), and other operating
expenses ($6,581). These increases were partially offset by a decrease in
interest expense of ($3,994).
Consolidated expenses for the nine month period ended September 30, 1998 and
1997 were $1,156,869 and $1,183,801, respectively. Operating expenses decreased
$26,932 when comparing the current nine month period to that of prior year. The
decrease in expenses can be attributed to decreases in interest expense
($6,419), depreciation and amortization ($4,954), real estate tax expense
($17,653), repairs and maintenance ($10,280), professional services ($16,089),
and other operating expenses ($14,463). These decreases were partially offset by
increases in utilities ($9,613), payroll ($4,710), insurance ($5,904), and
vacancy expense ($21,870). The decrease in real estate tax is due to tax savings
reflected at both Leawood Fountain Plaza ($8,917) and Oak Grove Commons
($8,736). The decrease in professional services is primarily due to a decrease
in needed professional fees as in prior year. The main expense that decreased
within other operating expenses was fire & crime prevention at Oak Grove
Commons.
Inflation
- ---------
The effects of inflation did not have a material impact upon the Registrant's
operations.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------
The Registrant considered the provision of Financial Reporting Release No. 48
"Disclosure of Accounting Policies for Derivative Financial Instruments and
Derivative Commodity Instruments, and Disclosure of Quantitative and Qualitative
Information about Market Risk Inherent in Derivative Financial Instruments,
Other Financial Instruments and Derivative Commodity Instruments". The
Registrant had no holdings of derivative financial or commodity instruments at
September 30, 1999. A review of the Registrant's other financial instruments and
risk exposures at that date revealed that the Registrant had minor exposure to
interest rate risk due to the floating rate first mortgage debt of $1,130,702.
The Registrant utilized sensitivity analyses to assess the potential effect of
this risk and concluded that near-term changes in interest rates should not
materially adversely affect the Registrant's financial position, results of
operations or cash flows.
-12-
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
See Exhibit Index
(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: November 12, 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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 1,166,561
<SECURITIES> 0
<RECEIVABLES> 91,599
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,274,850
<PP&E> 10,516,829
<DEPRECIATION> 5,184,599
<TOTAL-ASSETS> 6,727,014
<CURRENT-LIABILITIES> 294,540
<BONDS> 1,130,702
<COMMON> 0
0
0
<OTHER-SE> 5,163,552
<TOTAL-LIABILITY-AND-EQUITY> 6,727,014
<SALES> 1,521,223
<TOTAL-REVENUES> 1,521,227
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,203,308
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 69,023
<INCOME-PRETAX> 248,896
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 248,896
<EPS-BASIC> 13.13
<EPS-DILUTED> 0
</TABLE>
