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, 2000
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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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June 30,
2000 December 31,
ASSETS: (Unaudited) 1999
----------- ------------
Cash $ 1,489,966 $ 1,237,294
Accounts receivable 206,251 171,996
Prepaid expenses and deposits 23,062 14,948
Investment property, at cost:
Land and improvements 1,946,169 1,946,169
Buildings 8,733,893 8,654,403
----------- -----------
10,680,062 10,600,572
Less accumulated depreciation 5,415,980 5,271,378
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5,264,082 5,329,194
Deferred expenses - at amortized cost 132,743 118,876
----------- -----------
$ 7,116,104 $ 6,872,308
=========== ===========
LIABILITIES AND PARTNERS' EQUITY:
Liabilities:
Accounts payable and accrued expenses $ 83,959 $ 79,070
Accrued real estate taxes 184,526 185,415
Mortgage notes payable 1,113,603 1,125,002
Refundable tenant deposits 143,925 145,711
----------- -----------
1,526,013 1,535,198
Partners' equity 5,590,091 5,337,110
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$ 7,116,104 $ 6,872,308
=========== ===========
SEE NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
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NOONEY INCOME FUND LTD., L.P.
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(A LIMITED PARTNERSHIP)
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STATEMENTS OF OPERATIONS AND PARTNERS' EQUITY
---------------------------------------------
(UNAUDITED)
-----------
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
---------- ---------- ---------- ----------
REVENUES:
<S> <C> <C> <C> <C>
Rental and other income $ 529,049 $ 522,341 $1,036,222 $1,022,205
Interest 9,166 0 19,943 4
---------- ---------- ---------- ----------
538,215 522,341 1,056,165 1,022,209
EXPENSES:
Interest 26,641 21,826 52,304 45,155
Depreciation and amortization 108,064 100,815 203,459 202,013
Real estate taxes 73,980 64,169 136,387 125,774
Property management fees paid to
American Spectrum Midwest 32,019 31,277 62,967 61,196
Reimbursement to American Spectrum
Midwest for partnership management
services and indirect expenses 6,250 6,250 12,500 12,500
Repairs & maintenance 29,347 30,442 53,922 55,253
Professional services 25,506 41,019 52,288 60,643
Utilities 29,512 24,984 58,780 52,248
Cleaning 18,820 14,028 33,335 26,123
Payroll 17,474 15,132 36,226 31,884
Insurance 9,218 10,619 18,892 23,382
Parking lot/landscaping 15,605 27,470 23,380 33,115
Office general 5,310 9,330 12,324 15,863
Vacancy expense 716 5,583 3,257 9,385
Other operating expenses 12,036 15,293 43,163 55,436
---------- ---------- ---------- ----------
410,498 418,237 803,184 809,970
---------- ---------- ---------- ----------
NET INCOME $ 127,717 $ 104,104 $ 252,981 $ 212,239
========== ========== ========== ==========
NET INCOME PER LIMITED
PARTNERSHIP UNIT $ 7.05 $ 5.67 $ 14.03 $ 11.61
========== ========== ========== ==========
PARTNERS' EQUITY:
Beginning of period $5,462,374 $5,022,791 $5,337,110 $4,914,656
Net income 127,717 104,104 252,981 212,239
---------- ---------- ---------- ----------
End of period $5,590,091 $5,126,895 $5,590,091 $5,126,895
========== ========== ========== ==========
</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)
-----------
Six Months Ended
June 30, June 30,
2000 1999
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 252,981 $ 212,239
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 203,459 202,013
Changes in assets and liabilities:
Increase in accounts receivable (34,255) (26,103)
Increase in prepaid expenses (8,114) (10,632)
Increase in deferred expenses (38,323) (19,769)
Increase (decrease) in accounts payable 4,889 (56,156)
(Decrease) increase in accrued real estate
taxes (889) 805
(Decrease) increase in refundable tenant
deposits (1,786) 10,739
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Total adjustments 124,981 100,897
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Net cash provided by operating activities 377,962 313,136
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CASH FLOWS FROM INVESTING ACTIVITIES -
Net additions to investment property (113,891) (39,092)
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CASH FLOWS FROM FINANCING ACTIVITIES -
Payments on mortgage notes payable (11,399) (13,299)
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NET INCREASE IN CASH 252,672 260,745
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CASH
Beginning of period 1,237,294 804,739
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CASH
End of period 1,489,966 1,065,484
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid during period for interest $ 52,304 $ 45,155
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, 2000 AND 1999
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NOTE A:
Refer to the Registrant's financial statements for the fiscal year ended
December 31, 1999 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, 2000 and for all periods presented have been made. The results of
operations for the three and six month periods ended June 30, 2000, 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 wholly-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, 2000 and 1999 were computed on 15,180 units, the number of units
outstanding during the periods.
NOTE E:
CGS is continuing the process of developing a plan pursuant to which the
properties owned by the Registrant would be combined with the properties of
other real estate partnerships managed by CGS and its affiliates. These limited
partnerships own office properties, industrial properties, shopping centers, and
residential apartment properties. It is expected that the acquiror would in the
future qualify as a real estate investment trust. Limited partners would receive
shares of common stock in the acquiror which would be listed on a national
securities exchange or the NASDAQ national market system.
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NOTE F:
The Registrant has no items of other comprehensive income, accordingly, net
income and other comprehensive income are the same.
NOTE G:
The Partnership has two reportable operating segments: Leawood Fountain Plaza
and Oak Grove Commons. In the second quarter of 1999, the Partnership's
management evaluated performance of each segment based on profit or loss from
operations before allocation of property write downs, general and administrative
expenses, unusual and extraordinary items, and interest. In 2000, the
Partnership's management is evaluating performance on each segment in this same
manner, in addition to including the allocation of property write downs.
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
---- ---- ---- ----
Revenues:
Leawood Fountain Plaza (76%) $ 275,201 $ 268,133 $ 540,463 $ 535,118
Oak Grove Commons 261,748 253,605 513,966 485,262
---------- ---------- ---------- ----------
536,949 521,738 1,054,429 1,020,380
========== ========== ========== ==========
Operating Profit:
Leawood Fountain
Plaza (76%) $ 61,164 $ 38,715 $ 129,250 $ 88,973
Oak Grove Commons 98,412 86,845 180,696 145,698
---------- ---------- ---------- ----------
159,576 125,560 309,946 234,671
========== ========== ========== ==========
Capital Expenditures:
Leawood Fountain Plaza (76%) $ 102,834 $ 7,600 $ 105,645 $ 20,773
Oak Grove Commons 5,404 8,760 8,246 18,319
---------- ---------- ---------- ----------
108,238 16,360 113,891 39,092
========== ========== ========== ==========
Depreciation and Amortization:
Leawood Fountain Plaza (76%) $ 48,849 $ 72,401 $ 95,632 $ 148,054
Oak Grove Commons 59,215 59,780 107,827 116,690
---------- ---------- ---------- ----------
108,064 132,181 203,459 264,744
========== ========== ========== ==========
Assets:
June 30, 2000 December 31, 1999
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Leawood Fountain Plaza (76%) $3,081,733 $2,998,208
Oak Grove Commons 3,630,596 3,498,609
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6,712,329 6,496,817
========== ==========
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Reconciliation of segment data to the Partnerships's consolidated data is as
follows:
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
---- ---- ---- ----
Revenues:
Segments $ 536,949 $ 521,738 $ 1,054,429 $ 1,020,380
Corporate and other 1,266 603 1,736 1,829
----------- ----------- ----------- -----------
538,215 522,341 1,056,165 1,022,209
=========== =========== =========== ===========
Net Income:
Segments $ 159,576 $ 125,560 $ 309,946 $ 234,671
Corporate and other
income 1,266 603 1,737 1,829
General and admin
expenses (33,125) (22,059) (58,702) (24,261)
----------- ----------- ----------- -----------
Net income 127,717 104,104 252,981 212,239
=========== =========== =========== ===========
Depreciation and
Amortization
Segments $ 108,064 $ 132,181 $ 203,459 $ 264,744
Corporate and other 0 (31,366) 0 (62,731)
----------- ----------- ----------- -----------
108,064 100,815 203,459 202,013
=========== =========== =========== ===========
Assets:
June 30, 2000 December 31, 1999
------------- -----------------
Segments $6,712,329 $6,496,817
Corporate and other 403,775 375,491
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7,116,104 6,872,308
========== ==========
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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, 2000 is $1,489,966, an increase of $252,672 from the
year ended December 31, 1999. For the six month period ended June 30, 2000 net
cash provided by operating activities was $377,962. Cash was used for tenant
improvements in the amount of $113,891 and payments on mortgage notes payable
were made in the amount of $11,399. The Registrant expects the properties to
adequately fund anticipated capital expenditures for the remainder of 2000. The
anticipated capital expenditures are as follows:
Other Capital Leasing Capital Total
------------- --------------- -----
Oak Grove Commons $ 85,000 $ 2,703 $ 87,703
Leawood Fountain Plaza (76%) 0 87,286 87,286
-------- -------- --------
$ 85,000 $ 89,989 $174,989
======== ======== ========
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 mansard
roofs over entry doors and masonry reconstruction. The Registrant reviews cash
reserves on a regular basis, prior to beginning scheduled capital improvements.
In the event there is not adequate funds, the capital improvement will be
postponed until such funds are available.
Results of Property Operations
------------------------------
The results of operations for the Registrant's properties for the quarters ended
June 30, 2000 and 1999 are detailed in the schedule below. Expenses and revenues
of the Registrant are excluded.
Oak Grove Commons Leawood Fountain Plaza (76%)
----------------- ----------------------------
Second Quarter 2000
Revenues $261,748 $275,201
Expenses 163,336 214,037
-------- --------
Net Income $ 98,412 $ 61,164
======== ========
Second Quarter 1999
Revenues $253,605 $268,133
Expenses 166,760 229,418
-------- --------
Net Income $ 86,845 $ 38,715
======== ========
For the quarter ended June 30, 2000 and 1999, Oak Grove Commons had net income
of $98,412 and $86,845 respectively. This represents an increase in net income
of $11,567. Revenues increased $8,143 when comparing the two quarters, primarily
due to increases in base rental revenue ($5,876), interest income ($4,557), and
termination fee revenue ($15,400). These increases were partially offset by a
decrease in common area maintenance revenue ($17,597). The increased termination
fee revenue can be attributed to the early lease vacate of a former tenant at
the property. The decrease in common area maintenance revenues is related to
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<PAGE>
lower incurred reimbursable expenses. Expenses at Oak Grove Commons were
$163,336 for the quarter ended June 30, 2000 and $166,760 for the quarter ended
June 30, 1999. The decrease in expenses of $3,424 can primarily be attributable
to a decrease in real estate tax ($5,330), vacancy related expenses ($3,898),
and parking lot expenses ($2,585), partially offset by increases in interest
expense ($4,815), and bad debt expense ($3,308). The decrease in real estate tax
expense is due to a decrease in the annual tax amount due based on the most
recent property valuation.
At Leawood Fountain Plaza, net income increased from $38,715 for the quarter
ended June 30, 1999 to $61,164 for the quarter ended June 30, 2000. This
represents an increase in net income of $22,449. Revenues increased $7,068
primarily due to an increase in rental revenue ($5,366) and interest income
($3,367), partially offset by a decrease in escalation revenue ($1,743).
Expenses for the quarter ended June 30, 1999 were $229,418 and expenses for the
quarter ended June 30, 2000 were $214,037 representing a decrease in expenses of
$15,381. This decrease in expenses is a result of decreases in parking lot
expenses ($8,588), depreciation and amortization expense ($23,552), partially
offset by an increase in real estate tax expense of ($15,141), and various other
operating expenses ($1,618). The decrease in parking lot expense is due to
parking lot sealing necessary in 1999 only. The decrease in depreciation and
amortization is due to fully amortized assets. The increase in real estate tax
expense can be attributed to appeal fees incurred by the Registrant in an effort
to lower the valuation and corresponding annual tax.
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 2000 1999 1998
-------- ---- ---- ----
Oak Grove Commons 98% 97% 98%
Leawood Fountain Plaza (76%) 98% 98% 94%
Occupancy at Oak Grove Commons decreased 2% during the second quarter to 98%.
Leasing activity consisted of one tenant vacating their lease for 2,770 square
feet and two renewed their leases for 6,759 square feet. Oak Grove Commons has
no tenant occupying more than 10% of the available space.
During the second quarter of 2000, leasing activity at Leawood Fountain Plaza
consisted of the Registrant renewing one lease for 946 square feet and the
Registrant signing one new lease with a tenant for 4,470 square feet. The
occupancy increased to 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 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
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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<PAGE>
2000 Comparison
---------------
At June 30, 2000, the Registrant's consolidated revenues for the quarter ended
and six month period ended are $538,215 and $1,056,165, respectively. Revenues
increased $15,874 and $33,956 when compared to the quarter and six month period
ended June 30, 1999. The increase in revenues can primarily be attributable to
increases in base rental revenue and interest income at both Oak Grove Commons
and Leawood Fountain Plaza. An increase in Termination Fee revenue and a
decrease in common area maintenance revenues were also reflected at Leawood
Fountain Plaza, as previously addressed in the property comparisons.
Consolidated expenses for the quarter ended June 30, 2000 and the quarter ended
June 30, 1999 are $410,948 and $418,237, respectively. For the six month period
ended June 30, 2000 and the six month period ended June 30, 1999, consolidated
expenses are $803,184 and 809,970, respectively. The decrease in expenses for
the three month period in the amount of $7,739 can primarily be attributed to
decreases in professional services expense ($15,513), insurance ($1,401),
parking lot and landscaping expense ($11,865), office general expenses ($4,020),
vacancy related expenses ($4,867), and other operating expenses ($3,257). These
decreased expenses were partially offset by increases in interest expense
($4,815), depreciation and amortization ($7,249), real estate tax expense
($9,811), utilities ($4,528), cleaning expense ($4,792), and payroll expense
($2,342). The decrease in professional services is due to lower legal costs
incurred regarding partnership related matters. The decreases in parking lot and
landscaping expenses and vacancy expenses, as well as the increases in interest
expenses, depreciation and amortization, and real estate tax have all been
previously addressed in the property comparisons. The decrease in expenses for
the six month period in the amount of $6,786 can be attributable to decreases in
repairs and maintenance related expenses ($1,331), professional services
($8,355),insurance ($4,490), parking lot and landscaping expenses ($9,735),
office general expenses ($3,539), vacancy expense ($6,128), and other operating
expense ($12,273). These decreased expenses were partially offset by increases
in interest expense ($7,149), depreciation and amortization expense ($1,446),
real estate tax expense ($10,613), management fees ($1,771), utilities ($6,532),
cleaning expenses ($7,212), and payroll expenses ($4,342). The decrease in other
operating expense is primarily due to decreases in snow removal and common area
related expenses.
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. 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. The decrease in depreciation and amortization can be
attributed to fully depreciated and amortized assets.
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<PAGE>
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 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.
Inflation
---------
The effects of inflation did not have a material impact upon the Registrant's
operations.
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<PAGE>
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
On April 17, 2000, the Registrant filed a report on Form 8-K which
reported an Item 4, Changes in Registrant's Certifying Accountant
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, 2000 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
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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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