-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V6Nd5H3w6OpeZbX/bjiGpCUUvpgL7iPjzhhUA8czUCyQYf7Z30734Mi/aEbdtO3M 26A30PU3lm9lqlmEAYMDOw== 0000948524-98-000034.txt : 19980331 0000948524-98-000034.hdr.sgml : 19980331 ACCESSION NUMBER: 0000948524-98-000034 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980330 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOONEY INCOME FUND LTD LP CENTRAL INDEX KEY: 0000725266 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 431302570 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 000-13241 FILM NUMBER: 98578682 BUSINESS ADDRESS: STREET 1: 500 NORTH BROADWAY CITY: ST. LOUIS STATE: MO ZIP: 63102 BUSINESS PHONE: (314) 206-4600 MAIL ADDRESS: STREET 1: 500 NORTH BROADWAY CITY: ST. LOUIS STATE: MO ZIP: 63102 10-K405 1 DECEMBER 31, 1997 10-K405 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) _X_ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1997 ------------------------------------------------------ OR ___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from____________________ to __________________________ Commission file number 0-13241 -------------- NOONEY INCOME FUND LTD., L.P. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Missouri 43-1302570 - ------------------------------- ------------------------------ (State or other jurisdiction of (I.R.S. Employer) incorporation or organization) Identification No.) 500 North Broadway, St. Louis, Missouri 63102 - ------------------------------------------- ------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (314) 206-4600 ------------------------------ - -------------------------------------------------------------------------------- Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered ------------------- ----------------------------------------- None Not Applicable - --------------------------------- ----------------------------------------- Securities registered pursuant to Section 12(g) of the Act: Limited Partnership Interests ----------------------------- (Title of Class) 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 ___. _X_ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. As of February 1, 1998, the aggregate market value of the Registrant's units of limited partnership interest (which constitute voting securities under certain circumstances) held by non-affiliates of the Registrant was $15,180,000. (The aggregate market value was computed on the basis of the initial selling price of $1,000 per unit of limited partnership interest, using the number of units not beneficially owned on February 1, 1998 by the General Partners or holders of 10% or more of the Registrant's limited partnership interests. The initial selling price of $1,000 per unit is not the current market value. Accurate pricing information is not available because the value of the units of limited partnership interests is not determinable since no active secondary market exists. The characterization of such General Partners and 10% holders as affiliates is for the purpose of this computation only and should not be construed as an admission for any purpose that any such persons are, or other persons not so characterized are not, in fact, affiliates of the Registrant). Documents incorporated by reference: Portions of the Prospectus of the Registrant dated November 9, 1983, as supplemented and filed pursuant to Rule 424(c) of the Securities Act of 1933, are incorporated by reference in Part III of this Annual Report on Form 10-K. -2- PART I ------ ITEM 1: BUSINESS It should be noted that this 10-K 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. Nooney Income Fund Ltd., L.P. (the "Registrant") is a limited partnership formed under the Missouri Uniform Limited Partnership Law on October 12, 1983, to invest, on an all-cash basis, in income-producing real properties such as shopping centers, office buildings and office/warehouse properties. The Registrant originally invested in three real properties. One of the properties was sold in 1991. The remaining two properties are described in Item 2 below. The Registrant's primary investment objectives are to preserve and protect the Limited Partners' capital, provide the maximum possible cash distributions to the Partners, and provide for capital growth through appreciation in property values. The term of the Registrant is until December 31, 2083. It was originally anticipated that the Registrant would sell or finance its properties within approximately five to ten years after their acquisition. The depression of real estate values experienced nationwide from 1988 to 1993 lengthened this time frame in order to achieve the goal of capital appreciation. The real estate investment market began to improve in 1994, and has continued this improvement through 1997, and is expected to further continue its improvement over the next several years. Management believes this trend should increase the value of the Registrant's properties in the future. The Registrant is intended to be self-liquidating and proceeds, if any, from the sale or refinancing of the Registrant's real property investments will not be invested in new properties but will be distributed to the Partners or, at the discretion of the General Partners, applied to capital improvements or the payment of indebtedness with respect to, existing properties, the payment of other expenses or the establishment of reserves. (See Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations.) The business in which the Registrant is engaged is highly competitive. The Registrant's investment properties are located in or near major urban areas and are subject to competition from other similar types of properties in such areas. The Registrant competes for tenants for its properties with numerous other real estate limited partnerships, as well as with individuals, corporations, real estate investment trusts and other entities engaged in real estate investment activities. Such competition is based on such factors as location, rent schedules and services and amenities provided. The Registrant has no employees. Property management services for the Registrant's investment properties are provided by Nooney Inc., an affiliate of the General Partners. -3- Throughout the 10-K, references are made to the following companies listed in Column A below. Please note that on January 28,1998, the names of said companies were changed to the names listed in Column B below. Column A Column B -------- -------- Nooney Company Brooklyn Street Properties, Inc. Nooney Krombach Company Hanley Brokers, Inc. ITEM 2: PROPERTIES On January 24, 1984, the Registrant purchased Oak Grove Commons, an office/warehouse complex located on Brook Drive in the city of Downer's Grove, Illinois, a suburb of Chicago. The purchase price of the complex was $5,218,569. Oak Grove Commons consists of three adjoining single-story buildings constructed of brick veneer with concrete block backing which contain a total of approximately 137,000 net rentable square feet and are located on a 7.6 acre site which provides paved parking for 303 cars. The complex, which is 40% office space and 60% bulk warehouse, was 86% leased by 24 tenants at December 31, 1997. On February 20, 1985, the Registrant acquired a 76% interest as a tenant in common in Leawood Fountain Plaza, a three building office complex in Leawood, Kansas. Constructed in two phases in 1982 and 1983, the buildings contain approximately 29,000, 28,000 and 25,000 net rentable square feet, respectively, or an aggregate of approximately 82,000 net rentable square feet of office space. Paved parking is provided for 403 cars. The purchase price of the complex was $9,626,576, of which $7,316,197 was paid by the Registrant for its 76% interest. The remaining 24% interest was purchased by Nooney Income Fund Ltd. II, L.P., an affiliate of the Registrant, as the other tenant in common. All costs and revenues attributable to the operation of the complex are shared by the Registrant and Nooney Income Fund Ltd. II, L.P. in proportion to their respective percentage interests. The complex was 89% leased by 38 tenants at December 31, 1997. Reference is made to Note 3 of Notes to Financial Statements filed herewith as Exhibit 99.3 in response to Item 8 for a description of the indebtedness secured by the Registrant's real property investments. -4- The following table sets forth certain information as of December 31, 1997, relating to the properties owned by the Registrant.
AVERAGE ANNUALIZED EFFECTIVE TOTAL BASE RENT PRINCIPAL TENANTS SQUARE ANNUALIZED PER SQUARE PERCENT OVER 10% OF PROPERTY LEASE PROPERTY FEET BASE RENT* FOOT LEASED SQUARE FOOTAGE EXPIRATION - -------- ---- ---------- ---- ------ -------------- ---------- Oak Grove Commons 137,000 $ 788,000 $6.69 86% None Leawood Fountain Midwest Mechanical (11%) 1998 Plaza 82,000 $1,134,000 $15.51 89% Family Medical Care of Kansas City (10%) 1999 * Represents 100% of Base Rent. Registrant has 76% ownership in Leawood Fountain Plaza
ITEM 3: LEGAL PROCEEDINGS The Registrant is not a party to any material pending legal proceedings. ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There were no matters submitted to a vote of security holders during the fourth quarter of the year ended December 31, 1997. PART II ------- ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS As of February 1, 1998, there were 1,275 record holders of Interests in the Registrant. There is no public market for the Interests and it is not anticipated that a public market will develop. CASH DISTRIBUTIONS PAID PER LIMITED PARTNERSHIP UNIT First Quarter Second Quarter Third Quarter Fourth Quarter ------------- -------------- ------------- -------------- 1996 -0- $6.25 -0- $12.50 1997 -0- $6.25 $6.25 $ 6.25 -5- ITEM 6: SELECTED FINANCIAL DATA
Year Ended December 31, --------------------------------------------------------------------------- 1997 1996 1995 1994 1993 (Not covered by independent auditors' report) Rental and other income $ 1,772,253 $ 1,778,074 $ 1,688,761 $ 1,430,841 $ 1,467,106 Net income 193,131 175,285 187,776 6,623 27,480 Data per limited partnership unit: Net income (loss) 10.74 9.57 11.01 (0.80) 1.79 Cash distributions - investment income 10.74 9.57 11.01 -- 1.79 Cash distributions - return of capital 8.01 9.18 1.49 12.50 -- Weighted average limited partnership units outstanding 15,180 15,180 15,180 15,180 15,180 At year-end: Total assets 6,713,495 6,883,366 7,029,025 7,107,722 7,303,864 Investment property, net 5,661,355 5,835,751 6,137,241 6,132,218 6,212,268 Mortgage note payable 1,197,000 1,261,800 1,326,600 1,387,200 1,443,600 Partners' equity 5,103,333 5,226,492 5,367,489 5,390,570 5,594,797 See Item 7: Management's Discussion and Analysis for discussion of comparability of items.
-6- ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources Cash on hand as of December 31, 1997, is $865,287, an increase of $68,062 from the year ended December 31, 1996. The Registrant expects the capital expenditures during 1998 will be adequately funded by current cash reserves and the properties' operating cash flow. The anticipated capital expenditures in 1998 by property are as follows: Other Leasing Capital Capital Total ----------------------------------------- Oak Grove Commons $ 13,965 $278,954 $292,919 Leawood Fountain Plaza (76%) 26,600 110,119 136,719 ------------------------------------------ $ 40,565 $389,073 $429,638 ========================================== At Oak Grove Commons, leasing capital has been budgeted for tenant improvements and lease commissions for new and renewal tenants. The other capital has been budgeted for repaving of the dock area driveways. At Leawood Fountain Plaza, leasing capital has been budgeted for tenant improvements and lease commissions for new and renewal tenants. Other capital budgeted is for recarpeting hallways in one building, sidewalk/curb replacements, replacing exterior lighting throughout the property, and repainting of the hallways and stairwells. Results of Operations The results of operations for the Registrant's properties for the years ended December 31, 1997, 1996 and 1995 are detailed in the schedule below. Expenses of the Registrant are excluded. Oak Grove Leawood Fountain Commons Plaza (76%) ---------------------------------- 1997 ---- Revenues $886,520 $898,955 Expenses 709,258 835,526 ----------------------------------- Net Income $177,262 $ 63,429 =================================== 1996 ---- Revenues $881,453 $907,803 Expenses 718,405 881,027 ----------------------------------- Net Income $163,048 $ 26,776 =================================== -7- Oak Grove Leawood Fountain Commons Plaza (76%) ---------------------------------- 1995 ---- Revenues $830,756 $884,141 Expenses 696,118 817,258 ----------------------------------- Net Income $134,638 $ 66,883 =================================== 1997 Comparisons By Property At Oak Grove Commons, revenues increased slightly despite a decrease in occupancy as new tenants are leasing for more per square foot than the vacating tenants were paying, and due to a decrease in bad debt expense when comparing the two years. Expenses decreased by $9,147 primarily as a result of a decrease in fire and crime prevention ($14,820), and parking lot ($24,418), partially offset by increases in real estate tax expense ($27,360), and vacancy expense ($10,464). The result of the stable revenues and decrease in expenses produced an increase in net income of $14,214 when comparing the two years. Oak Grove Commons has a first mortgage with a floating rate of 3/4 of 1% over the then published prime rate of the lender. The balance of this loan was $1,197,000 as of December 31, 1997. The loan matures July of 1998. The Registrant anticipates that the lender will renew the loan under the same terms prior to its expiration. At Leawood Fountain Plaza, revenues decreased slightly ($8,848) when comparing 1997 results to the prior year. The decrease in revenue can be attributed to a decrease in escalation income ($27,789), partially offset by an increase in rental income ($14,795). Expenses decreased $45,501 when comparing 1997 to 1996. Expenses decreased due to a decrease in electric expense ($26,945), parking lot ($5,749), amortization expense ($8,433), payroll and employee welfare ($8,097), and heating and air conditioning repairs and maintenance ($7,636), partially offset by an increase in building repairs and maintenance ($23,491). The result of the relatively stable revenues and decrease in expenses was an increase in net income of $36,653 when comparing 1997 to the prior year. The occupancy rates as of December 31 are as follows: 1997 1996 1995 -------------------------------- Oak Grove Commons 86% 95% 100% Leawood Fountain Plaza 89% 92% 92% During the fourth quarter, the occupancy level at Oak Grove Commons decreased to 86% from 93% due to one tenant vacating 13,650 square feet, and one new tenant leasing 3,833 square feet. In addition, one tenant renewed 4,550 square feet. For the year, leasing activity included new leases with four tenants for 13,666 square feet, renewal leases with seven tenants for 36,629 square feet, while five tenants vacated 26,748 square feet. Oak Grove Commons has no tenants who occupy more than 10% of the available space. -8- During the fourth quarter at Leawood Fountain Plaza, occupancy increased to 89% from 87%. The increase is attributable to three new leases being signed for 4,095 square feet. In addition, one tenant renewed 1,142 square feet and one tenant vacated 2,760 square feet. During the year, the Registrant signed seven new leases for 6,678 square feet, renewed leases with eleven tenants occupying 16,441 square feet, while six tenants occupying 9,174 square feet vacated. The property has two major tenants who occupy 11% of the space with a lease which expires in July 1998 and 10% of the available space with a lease which expires in July 1999, respectively. Year 2000 issues The Registrant believes that the impact of the year 2000 will not have a material impact on future results. The management company employed by the Registrant utilizes various computer software packages as tools in running its accounting operations. The Registrant's properties are maintained on software provided by a third party. The management company has received information from that company indicating that the main software program has all its core products already compatible with 2000 dates and that these have been proven in the field for over five years. A few of the add on products that are not critical to the management company's business are in process of being updated and the third party vendor anticipates compliance by the end of 1998. 1997 Comparisons The Registrant's consolidated revenues were very comparable when looking at December 31, 1997, compared to December 31, 1996. Consolidated revenues were $l,795,659 for the year ended 1997, and $1,798,369 for the year ended 1996. The Registrant's consolidated expenses were $1,602,528 for the year ended December 31, 1997, and $1,623,084 for the year ended December 31, 1996. The decrease in consolidated expenses was $20,556 or 1%. This decrease in expense in attributable to a decrease in depreciation and amortization ($23,186), repairs and maintenance ($30,069), and utilities ($27,508), partially offset by an increase in real estate tax expense ($26,404), and other operating expenses ($38,338). Net income for 1997 increased $17,846 or $1.17 per limited partnership unit when compared to the prior year. Cash flow provided from operations for the year ended December 31, 1997, was $680,360 which allowed the Registrant to fund capital expenditures of $231,208, distribute $316,290 to the partners, and reduce Oak Grove Commons' debt by $64,800. 1996 Comparisons As of December 31, 1996, the Registrant's consolidated revenues are $1,798,369 compared to $1,707,296 for the year ended December 31, 1995. The increase in revenue was $91,073, an increase of 5%. The increase in revenue is attributable to rental increases at both properties. Occupancies remained high at both properties throughout all of 1996. The Registrants consolidated expenses for the year ended December 31, 1996 were $1,623,084 compared to $1,519,520 for the year ended December 31, 1995. The increase in expenses of $103,564 was a 7% increase. The increase is attributable mainly to an increase in real estate taxes ($46,925), repairs and maintenance at both properties ($38,506) and other operating expenses ($40,033), partially offset by decreases in interest ($13,347) and depreciation and amortization ($29,163). Net income for 1996 decreased $12,491 or $1.44 per limited partnership unit when compared to the -9- 1995 operating results. Cash flow provided from operations for the year ended December 31, 1996, was $635,383 which allowed the Registrant to fund capital expenditures of $113,980, distribute $316,282 to the partners and reduce Oak Grove Commons debt by $64,800. Inflation The effects of inflation did not have a material impact upon the Registrant's operations in fiscal l996 and 1997. Interest Rates Interest rates on floating rate debt remained constant in 1996 and went down in 1997. Future increases in the prime interest rate can adversely affect the operations of the Registrant. ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Financial Statements of the Registrant are filed herewith as Exhibit 99.3 and are incorporated herein by reference (see Item 14(a)1). The supplementary financial information specified by Item 302 of Regulation S-K is provided in Item 7. ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None PART III -------- ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The General Partners of the Registrant responsible for all aspects of the Registrant's operations are Gregory J. Nooney, Jr., age 67, PAN, Inc., a Missouri corporation, Nooney Ltd., L.P., a Missouri limited partnership and Nooney Income Investments, Inc., a Missouri corporation. Gregory J. Nooney, Jr. is a senior officer of Nooney Company, the sponsor of the Registrant. The background and experience of the General Partners are as follows: Gregory J. Nooney, Jr. joined Nooney Company in 1954 and is currently Chairman of the Board and Chief Executive Officer. John J. Nooney is a Special General Partner of the Partnership and as such, does not exercise control of the affairs of the Partnership. John J. Nooney joined Nooney Company in 1958 and was President and Treasurer until he resigned in 1992. Mr. Nooney is currently Chairman of the Board of Dalton Investments, a real estate asset management firm. -10- Nooney Ltd., L.P. is a Missouri limited partnership formed in August 1983 for the purpose of being a general and/or limited partner in the Registrant and other limited partnerships. Nooney Income Investments, Inc. was formed in August 1983 for the purpose of being a general and/or limited partner in the Registrant and other limited partnerships. Gregory J. Nooney, Jr. is an officer and director of Nooney Income Investments, Inc. Gregory J. Nooney, Jr. and John J. Nooney are brothers. Gregory J. Nooney, Jr. and the estate of Faith L. Nooney (the deceased wife of John J. Nooney) are stockholders of Nooney Company, with Gregory J. Nooney, Jr. controlling all voting stock of Nooney Company. PAN, Inc. became a General Partner during 1997 and is wholly-owned by Patricia A. Nooney, the daughter of Gregory J. Nooney, Jr. The General Partners will continue to serve as General Partners until their withdrawal or their removal from office by the Limited Partners. Certain of the General Partners act as general partners of limited partnerships and hold directorships of companies with a class of securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934 or subject to the requirements of Section 15(d) of the Act. A list of such directorships, and the limited partnerships for which the General Partners serve as general partners, is filed herewith as Exhibit 99.1 and incorporated herein by reference. During 1993 Lindbergh Boulevard Partners, L.P. filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code. Gregory J. Nooney, Jr. is the general partner of Nooney Ltd. II, L.P., which in turn is the general partner of Nooney Development Partners, L.P., which in turn is the general partner of Nooney-Hazelwood Associates, L.P. which is the general partner of Lindbergh Boulevard Partners, L.P. Lindbergh Boulevard Partners, L.P. emerged from bankruptcy on May 17, 1994, when its Plan of Reorganization was confirmed. On October 31, 1997, Nooney Company sold its wholly-owned subsidiary, Nooney Income Investments, Inc., the corporate general partner of the Partnership to S-P Properties, Inc., a California corporation, which in turn is a wholly-owned subsidiary of CGS Real Estate Company, Inc., a Texas corporation. Simultaneously, Gregory J. Nooney, Jr., an individual general partner and PAN, Inc., a corporate general partner, sold their economic interests to S-P Properties, Inc. and resigned as general partners. ITEM 11: EXECUTIVE COMPENSATION The General Partners are entitled to a share of distributions and a share of profits and losses as more fully described under the headings "Compensation to General Partners and Affiliates" on pages 9-10 and "Profits and Losses for Tax Purposes; Distributions; and Expenses of General Partners" on pages A-17 to A-21 of the Prospectus of the Registrant dated November 9, 1983, as supplemented and filed pursuant to Rule 424(c) of the Securities Act of 1933 (the "Prospectus"), which are incorporated herein by reference. -11- During 1997, cash distributions of $31,665 were paid to the General Partners by the Registrant. See Item 13 below for a discussion of transactions between the Registrant and certain affiliates of the General Partners. ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. (a) Security Ownership of Certain Beneficial Owners. No person is known to the Registrant to be the beneficial owner of more than 5% of the outstanding Interests of the Registrant. (b) Security Ownership of Management. None of the General Partners is known to the Registrant to be the beneficial owner, either directly or indirectly, of any Interests in the Registrant. (c) Changes in Control. There are no arrangements known to the Registrant, the operation of which may at a subsequent date result in a change in control of the Registrant. ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. (a) Transactions with Management and Others. Certain affiliates of the General Partners are entitled to certain fees and other payments from the Registrant in connection with certain transactions of the Registrant as more fully described under the headings "Compensation to General Partners and Affiliates" on pages 9-10 and "Management" on pages 23-25 of the Prospectus, which are incorporated herein by reference. Nooney Krombach Company, the manager of the Registrant's properties, is a wholly-owned subsidiary of Nooney Company. Nooney Krombach Company is entitled to receive monthly compensation from the Registrant for property management and leasing services, plus administrative expenses. During fiscal 1997 the Registrant paid property management fees of $90,260 to Nooney Krombach Company and $20,833 as reimbursement for indirect expenses incurred in connection with management of the Registrant. On October 31, 1997, CGS Real Estate Company purchased the real estate management business of Nooney Krombach Company and formed Nooney, Inc. to perform the management of the Registrant. The Registrant paid Nooney, Inc. $16,870 in property management fees in 1997 and $4,167 as reimbursement for indirect expenses incurred in connection with the management of the Registrant. See Item 11 above for a discussion of cash distributions paid to the General Partners during the year ended December 31, 1997. -12- (b) Certain Business Relationships. The relationship of certain of the General Partners to certain of their affiliates is set forth in Item 13(a) above. Also see Item 13(a) above for a discussion of amounts paid by the Registrant to the General Partners or their affiliates during the year ended December 31, 1997, in connection with various transactions. (c) Indebtedness of Management. Not Applicable. (d) Transactions with promoters. Not Applicable. -13- PART IV ------- ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. (a) The following documents are filed as a part of this report: 1. Financial Statements (filed herewith as Exhibit 99.3): Independent auditors' report Balance sheets Statements of operations Statements of partners' equity (deficit) Statements of cash flows Notes to financial statements 2. Financial Statement Schedules (filed herewith as Exhibit 99.3): Schedule - Reconciliation of partners' equity (deficit) Schedule III - Real estate and accumulated depreciation All other schedules are omitted because they are inapplicable or not required under the instructions. 3. Exhibits: See Exhibit Index on Page 16. (b) Reports on Form 8-K On November 14, 1997, the Registrant filed a report on Form 8-K which reported an Item 1, Changes in Control of Registrant. (c) Exhibits: See Exhibit Index on Page 16. (d) Not Applicable -14- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) under 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. Date: March 30, 1998 Nooney Income Investments, Inc. ---------------------- By: /s/ Gregory J. Nooney, Jr. ------------------------------------ Gregory J. Nooney, Jr. - Director Chairman of the Board and Chief Executive Officer By: /s/ Patricia A. Nooney ------------------------------------ Patricia A. Nooney - Director Senior Vice President and Secretary BEING A MAJORITY OF THE DIRECTORS OF NOONEY INCOME INVESTMENTS, INC. -15- 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). 10 Management Contract between Nooney Income Fund Ltd. and Nooney Company is incorporated by reference to Exhibit 10(a) to the Registration Statement on Form S-11 under the Securities Act of 1933 (File No. 2-85683). The Management Contract was assigned by Nooney Krombach Company, a wholly-owned subsidiary of Nooney Company, on October 31, 1997, to Nooney, Inc., and is identical in all material respects to the management contract refered to above. 99.1 List of Directorships in Response to Item 10. 99.2 Pages 9-10, 23-25, and A-17 - A-21 of the Prospectus of the Registrant dated November 9, 1983, as supplemented and filed pursuant to Rule 424(c) of the Securities Act of 1933 are incorporated by reference. 99.3 Financial Statements and Schedules. -16- EX-99.1 2 LIST OF DIRECTORSHIPS IN RESPONSE TO ITEM 10 EXHIBIT 99.1 Below each General Partner's name is a list of the limited partnerships, other than the Registrant, for which the General Partner serves as a general partner and the companies for which the General Partner serves as a director. The list includes only those limited partnerships and companies which have a class of securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934 or are subject to the requirements of Section 15(d) of the Act. Gregory J. Nooney, Jr. Limited Partnerships: Nooney Real Property Investors-Two, L.P. Nooney Income Fund Ltd. II, L.P. Nooney Real Property Investors-Four, L.P. Directorships: Nooney Realty Trust, Inc. John J. Nooney Limited Partnerships: Nooney Real Property Investors-Two, L.P. Nooney Income Fund Ltd. II, L.P. Nooney Real Property Investors-Four, L.P. PAN, Inc. Limited Partnerships: Nooney Real Property Investors-Two, L.P. Nooney Income Fund Ltd. II, L.P. Nooney Real Property Investors-Four, L.P. -17- EX-99.3 3 FINANCIAL STATEMENTS AND SCHEDULES Exhibit 99.3 INDEPENDENT AUDITORS' REPORT To the Partners of Nooney Income Fund Ltd., L.P.: We have audited the accompanying balance sheets of Nooney Income Fund Ltd., L.P. (a limited partnership) as of December 31, 1997 and 1996, and the related statements of operations, partners' equity (deficit) and cash flows for each of the three years in the period ended December 31, 1997. Our audits also included the financial statement schedules listed in the index at Item 14(a)2. These financial statements are the responsibility of the Partnership's general partners. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Partnership's general partners, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the financial position of Nooney Income Fund Ltd., L.P. as of December 31, 1997 and 1996, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1997 in conformity with generally accepted accounting principles. Also, in our opinion, such financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein. DELOITTE & TOUCHE LLP January 23, 1998 St. Louis, Missouri -18- NOONEY INCOME FUND LTD., L.P. (A LIMITED PARTNERSHIP) BALANCE SHEETS DECEMBER 31, 1997 AND 1996 - -------------------------------------------------------------------------------- ASSETS 1997 1996 CASH AND CASH EQUIVALENTS $ 865,287 $ 797,225 ACCOUNTS RECEIVABLE 115,038 175,325 PREPAID EXPENSES 10,520 10,822 INVESTMENT PROPERTY (Note 3): Land 1,946,169 1,946,169 Buildings and improvements 8,447,027 8,304,934 ------------ ------------ 10,393,196 10,251,103 Less accumulated depreciation (4,731,841) (4,415,352) ------------ ------------ 5,661,355 5,835,751 DEFERRED EXPENSES - At amortized cost 61,295 64,243 ------------ ------------ TOTAL $ 6,713,495 $ 6,883,366 ============ ============ LIABILITIES AND PARTNERS' EQUITY LIABILITIES: Accounts payable and accrued expenses $ 108,209 $ 109,505 Accrued real estate taxes 184,936 170,698 Refundable tenant deposits 120,017 114,871 Mortgage note payable (Note 3) 1,197,000 1,261,800 ------------ ------------ Total liabilities 1,610,162 1,656,874 PARTNERS' EQUITY 5,103,333 5,226,492 ------------ ------------ TOTAL $ 6,713,495 $ 6,883,366 ============ ============ See notes to financial statements. -19- NOONEY INCOME FUND LTD., L.P. (A LIMITED PARTNERSHIP) STATEMENTS OF OPERATIONS YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995 - -----------------------------------------------------------------------------------------------------
1997 1996 1995 REVENUES: Rental and other income (Note 4) $1,772,253 $1,778,074 $1,688,761 Interest 23,406 20,295 18,535 ---------- ---------- ---------- Total revenues 1,795,659 1,798,369 1,707,296 ---------- ---------- ---------- EXPENSES: Interest 117,437 121,761 135,108 Depreciation and amortization 443,004 466,190 495,353 Real estate taxes 273,703 247,299 200,374 Property management fees - related party 107,130 107,341 102,349 Repairs and maintenance 127,354 157,423 118,917 Utilities 108,281 135,789 120,171 Other operating expenses (includes $25,000 in each year to related party) 425,619 387,281 347,248 ---------- ---------- ---------- Total expenses 1,602,528 1,623,084 1,519,520 ---------- ---------- ---------- NET INCOME $ 193,131 $ 175,285 $ 187,776 ========== ========== ========== NET INCOME ALLOCATION: General partners $ 30,127 $ 29,947 $ 20,680 Limited partners 163,004 145,338 167,096 LIMITED PARTNERS DATA: Net income per unit $ 10.74 $ 9.57 $ 11.01 ========== ========== ========== Cash distributions - investment income per unit $ 10.74 $ 9.57 $ 11.01 ========== ========== ========== Cash distributions - return of capital per unit $ 8.01 $ 9.18 $ 1.49 ========== ========== ========== Weighted average limited partnership units outstanding 15,180 15,180 15,180 ========== ========== ========== See notes to financial statements. -20-
NOONEY INCOME FUND LTD., L.P. (A LIMITED PARTNERSHIP) STATEMENTS OF PARTNERS' EQUITY (DEFICIT) YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995 - -------------------------------------------------------------------------------- Limited General Partners Partners Total BALANCE (DEFICIT), JANUARY 1, 1995 $ 5,476,372 $ (85,802) $ 5,390,570 Net income 167,096 20,680 187,776 Cash distributions (189,767) (21,090) (210,857) ----------- ----------- ----------- BALANCE (DEFICIT), DECEMBER 31, 1995 5,453,701 (86,212) 5,367,489 Net income 145,339 29,946 175,285 Cash distributions (284,654) (31,628) (316,282) ----------- ----------- ----------- BALANCE (DEFICIT), DECEMBER 31, 1996 5,314,386 (87,894) 5,226,492 Net income 163,004 30,127 193,131 Cash distributions (284,625) (31,665) (316,290) ----------- ----------- ----------- BALANCE (DEFICIT), DECEMBER 31, 1997 $ 5,192,765 $ (89,432) $ 5,103,333 =========== =========== =========== See notes to financial statements. -21- NOONEY INCOME FUND LTD., L.P. (A LIMITED PARTNERSHIP) STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995 - --------------------------------------------------------------------------------------
1997 1996 1995 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 193,131 $ 175,285 $ 187,776 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 405,604 415,470 439,626 Amortization of deferred expenses 37,400 50,720 55,727 Net changes in accounts affecting operations: Accounts receivable 60,287 (58,325) (8,019) Prepaid expenses 302 (572) (10,250) Deferred expenses (34,452) (7,333) (41,717) Accounts payable and accrued expenses (1,296) 36,955 (95) Accrued real estate taxes 14,238 18,433 (6,080) Refundable tenant deposits 5,146 4,750 11,159 --------- --------- --------- Net cash provided by operating activities 680,360 635,383 628,127 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES - Net additions to investment property (231,208) (113,980) (444,649) --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions to partners (316,290) (316,282) (210,857) Payments on mortgage note payable (64,800) (64,800) (60,600) --------- --------- --------- Net cash used in financing activities (381,090) (381,082) (271,457) --------- --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 68,062 140,321 (87,979) CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 797,225 656,904 744,883 --------- --------- --------- CASH AND CASH EQUIVALENTS, END OF YEAR $ 865,287 $ 797,225 $ 656,904 ========= ========= ========= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION - Cash paid for interest $ 117,437 $ 132,787 $ 135,443 ========= ========= ========= See notes to financial statements.
-22- NOONEY INCOME FUND LTD., L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995 - -------------------------------------------------------------------------------- 1. BUSINESS Nooney Income Fund Ltd., L.P. (the "Partnership") is a limited partnership organized under the laws of the State of Missouri on October 12, 1983 for the purpose of investing in income-producing real properties, such as shopping centers, office buildings, warehouses and other commercial properties. The Partnership's portfolio is comprised of an office/warehouse complex located in Downer's Grove, Illinois (Oak Grove Commons) which generated 49.6% of rental and other income for the year ended December 31, 1997, and an office complex in Leawood, Kansas (Leawood Fountain Plaza) which generated 50.4% of rental and other income for the year ended December 31, 1997. The Partnership owns 100% of Oak Grove Commons and a 76% undivided interest in Leawood Fountain Plaza. The Partnership's proportionate share of the results of operations of Leawood Fountain Plaza is included in the statements of operations of the Partnership. The Partnership's proportionate share of the assets and liabilities of Leawood Fountain Plaza is included in the balance sheets presented. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The financial statements include only those assets, liabilities and results of operations of the partners which relate to the business of the Partnership. The statements do not include any 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 personal responsibility of the partners. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The corporate general partner was a partially-owned subsidiary of Nooney Company. One of the individual general partners was an officer, director and shareholder of Nooney Company. Another individual general partner's spouse was a shareholder of Nooney Company. Nooney Company was also an economic assignee of the general partnership interests of two former individual general partners. Nooney Krombach Company, a wholly-owned subsidiary of Nooney Company, managed the Partnership's real estate for a management fee. On October 31, 1997, Nooney Company sold its 75% interest in Nooney Income Investments, Inc., the corporate general partner of the Registrant to S-P Properties, Inc., a California corporation, which in turn is a wholly-owned subsidiary of CGS Real Estate Company, Inc., a Texas corporation. Simultaneously, Gregory J. Nooney, Jr., an individual general partner and PAN, Inc., a corporate general partner, sold their economic interests to S-P Properties, Inc. and resigned as general partners. CGS Real Estate also purchased the real estate management business of Nooney Krombach Company and formed Nooney, Inc. to perform the -23- management of the Partnership. The Partnership continues to pay management fees to Nooney, Inc. Property management fees paid to Nooney Krombach Company were $90,260, $107,341 and $102,349 for the years ended December 31, 1997, 1996 and 1995, respectively. Property management fees paid to Nooney, Inc. in 1997 were $16,870. Additionally, the Partnership paid Nooney Krombach Company $20,833 in 1997 and $25,000 in 1996 and 1995 as reimbursement for management services and indirect expenses in connection with the management of the Partnership. The Partnership paid Nooney, Inc. $4,167 in 1997 for these same reimbursement items. The Partnership considers all highly liquid debt instruments with a maturity of three months or less at date of purchase to be cash equivalents. Investment property is recorded at the lower of cost or net realizable value. Impairment is recognized if the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the property. Buildings and improvements are depreciated over their estimated useful lives (30 years) using the straight-line method. Tenant alterations are depreciated over the term of the lease on a straight-line basis. Deferred expenses consist of lease fees amortized over the terms of their respective leases. Lease agreements are accounted for as operating leases and rentals from such leases are reported as revenues ratably over the terms of the leases. Certain lease agreements provide for rent concessions. At December 31, 1997 accounts receivable include approximately $42,000 ($58,000 in 1996) of accrued rent concessions which is not yet due under the terms of various lease agreements. Net Operating Cash Income, as defined in the Partnership Agreement, is distributed quarterly as follows: (1) 90% pro rata to all partners based upon the relationship of original capital contributions of all the partners; (2) 9% to the individual general partners as their annual partnership management fee; and (3) 1% to the individual general partners. For financial statement and income tax reporting, the income from operations is allocated as follows: first, a special allocation of gross income to the individual general partners in the amount that Net Operating Cash Income distributed to the individual general partners under (2) and (3) above exceeds 1% of net operating cash income for the period; then, 1% to the individual general partners and the remainder pro rata to all partners based upon the relationship of original capital contributions of all of the partners. Limited partnership per unit computations are based on the weighted average number of limited partnership units outstanding during the period. Certain reclassifications have been made to the prior year's financial statements to conform with current year presentation. -24- 3. MORTGAGE NOTE PAYABLE Mortgage note payable at December 31 consists of the following: 1997 1996 Note payable to bank, principal due in monthly installments of $5,400 plus interest at 1% over the bank's prime rate (8.5% at December 31, 1997) to July 1998 when remaining principal is due $1,197,000 $1,261,800 ========== ========== The mortgage note is collateralized by a first deed of trust on Oak Grove Commons which has a net book value of approximately $3,047,000 at December 31, 1997. Management intends to refinance the note payable under similar terms by extending the due date. In accordance with Statement of Financial Accounting Standards No. 107, Disclosures about Fair Value of Financial Instruments, the estimated fair value of mortgage notes payable with maturities greater than one year is determined based on rates currently available to the Partnership for mortgage notes with similar terms and remaining maturities as the present value of expected cash flows. The carrying amount equals its estimated fair value due to the variable nature of the debt. 4. RENTAL REVENUES UNDER OPERATING LEASES Minimum future rental revenues under noncancelable operating leases in effect as of December 31, 1997 are as follows: 1998 $ 1,472,000 1999 957,000 2000 497,000 2001 238,000 2002 118,000 Thereafter 203,000 ------------ Total $ 3,485,000 ============ In addition, certain lease agreements require tenant participation in certain operating expenses and additional contingent rentals based upon percentages of tenant sales in excess of minimum amounts. The income is recorded in the same period that the related expense is incurred. Tenant participation in expenses included in revenues approximated $36,000 for the years ended December 31, 1997 and 1996 and $13,400 for the year ended December 31, 1995.Contingent rentals were not significant for the years ended December 31, 1997, 1996 and 1995. 5. FEDERAL INCOME TAX STATUS The general partners believe, based on opinion of legal counsel, that Nooney Income Fund Ltd., L.P. is considered a partnership for income tax purposes. Selling commissions and offering expenses incurred in connection with the sale of limited partnership units are not deductible for income tax purposes and therefore increase the partners' bases. Investment properties are depreciated for income tax purposes using rates which differ from -25- rates used for computing depreciation for financial statement reporting. Rents received in advance are includable in taxable income in the year received. Rent concessions, recognized ratably over lease terms for financial statement purposes, are includable in taxable income in the year rents are received. Losses in connection with the writedown of investment property are not recognized for income tax purposes until the property is disposed. The comparison of financial statement and income tax reporting is as follows: Financial Income Statement Tax 1997: Net income (loss) $ 193,131 $ (59,230) Partners' equity 5,103,333 6,541,529 1996: Net income (loss) $ 175,285 $ (568,354) Partners' equity 5,226,492 6,917,049 1995: Net income (loss) $ 187,776 $ (188,391) Partners' equity 5,367,489 7,801,685 * * * * * * -26- NOONEY INCOME FUND LTD., L.P. (A LIMITED PARTNERSHIP) SCHEDULE - RECONCILIATION OF PARTNERS' EQUITY (DEFICIT) DECEMBER 31, 1997, 1996 AND 1995 - ------------------------------------------------------------------------------------------------------------------------------------
The reconciliation of partners' equity (deficit) between financial statements and income tax basis is as follows: December 31, 1997 December 31, 1996 ------------------------------------- -------------------------------------- Limited General Limited General Partners Partners Total Partners Partners Total Balance per statement of partners' equity (deficit) $ 5,192,765 $ (89,432) $ 5,103,333 $ 5,314,386 $ (87,894) $ 5,226,492 Add: Selling commissions and other offering costs not deducted for income tax purposes 1,822,322 -- 1,822,322 1,822,322 -- 1,822,322 Prepaid rents included in income for income tax purposes (1,087) (11) (1,098) (1,087) (11) (1,098) Writedown of investment property not recognized for income tax purposes 3,050,874 31,126 3,082,000 3,050,874 31,126 3,082,000 ------------ ---------- ------------ ------------ ---------- ------------ 10,064,874 (58,317) 10,006,557 10,186,495 (56,779) 10,129,716 Less: Excess depreciation deducted for income tax purposes 3,388,328 34,559 3,422,887 3,123,273 31,854 3,155,127 Rent concessions not recognized for income tax purposes 41,719 422 42,141 56,959 581 57,540 ------------ ---------- ------------ ------------ ---------- ------------ Balance (deficit) per tax return $ 6,634,827 $ (93,298) $ 6,541,529 $ 7,006,263 $ (89,214) $ 6,917,049 ============ ========== ============ ============ ========== ============ December 31, 1995 ------------------------------------- Limited General Partners Partners Total Balance per statement of partners' equity (deficit) $ 5,453,701 $ (86,212) $ 5,367,489 Add: Selling commissions and other offering costs not deducted for income tax purposes 1,822,322 -- 1,822,322 Prepaid rents included in income for income tax purposes (1,087) (11) (1,098) Writedown of investment property not recognized for income tax purposes 3,050,874 31,126 3,082,000 ------------ ---------- ------------ 10,325,810 (55,097) 10,270,713 Less: Excess depreciation deducted for income tax purposes 2,364,274 24,120 2,388,394 Rent concessions not recognized for income tax purposes 79,820 814 80,634 ------------ ---------- ------------ Balance (deficit) per tax return $ 7,881,716 $ (80,031) $ 7,801,685 ============ ========== ============
-27- NOONEY INCOME FUND LTD., L.P. (A LIMITED PARTNERSHIP)
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 1997 - ------------------------------------------------------------------------------------------------------------------------------------ Column A Column B Column C -------- -------- -------- Initial Cost to Partnership -------------------------------------------- Buildings and Description Encumbrances Land Improvements Total Oak Grove Commons Office/Warehouse Complex Downers Grove, Illinois $ 1,197,000 $ 936,122 $ 4,282,447 $ 5,218,569 Leawood Fountain Plaza Office Complex (76% undivided interest), Leawood, Kansas -- 1,010,147 6,306,050 7,316,197 ------------ ------------ ------------ ------------ Total $ 1,197,000 $ 1,946,269 $ 10,588,497 $ 12,534,766 ============ ============ ============ ============
Column D Column E -------- -------- Costs Gross Amount at Which Capitalized Carried at Close of Period Subsequent -------------------------------------------- to Buildings and Description Acquisition(1) Land Improvements Total Oak Grove Commons Office/Warehouse Complex Downers Grove, Illinois $ (83,723) $ 936,122 $ 4,198,724 $ 5,134,846 Leawood Fountain Plaza Office Complex (76% undivided interest), Leawood, Kansas (2,057,847) 1,010,047 4,248,303 5,258,350 ------------ ------------ ------------ ------------ Total $ (2,141,570) $ 1,946,169 $ 8,447,027 $ 10,393,196 ============ ============ ============ ============
Column F Column G Column H Column I --------------------------- --------- --------------------- Life on Which Depreciation Accumulated Date of Date in Latest Income Depreciation Construction Acquired Statement is Computed Oak Grove Commons Office/Warehouse Comples Downers Grove, Illinois $ 2,087,500 1972, 1976 1/24/84 30 years Leawood Fountain Plaza Office Complex (76% undivided interest), Leawood, Kansas 2,644,341 1982, 1983 2/20/85 30 years ------------ Total $ 4,731,841 ============ (1) Amounts shown are net of assets written-off and the following writedowns: Oak Grove Commons Office/Warehouse Complex $ 693,000 Leawood Fountain Plaza Office Complex 2,389,000 (Continued) -28-
NOONEY INCOME FUND LTD., L.P. (A LIMITED PARTNERSHIP) SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION YEARS ENDED NOVEMBER 30, 1997, 1996 AND 1995 - -----------------------------------------------------------------------------------------------
1997 1996 1995 (A) Reconciliation of amounts in Column E: Balance at beginning of period $ 10,251,103 $ 10,201,163 $ 9,904,782 Add - Cost of improvements 231,208 113,980 444,649 Less - Cost of disposals (89,115) (64,040) (148,268) ------------ ------------ ------------ Balance at end of period $ 10,393,196 $ 10,251,103 $ 10,201,163 ============ ============ ============ (B) Reconciliation of amounts in Column F: Balance at beginning of period $ 4,415,352 $ 4,063,922 $ 3,772,564 Add - Provision during the period 405,604 415,470 439,626 Less - Depreciation on disposals (89,115) (64,040) (148,268) ------------ ------------ ------------ Balance at end of period $ 4,731,841 $ 4,415,352 $ 4,063,922 ============ ============ ============ (C) The aggregate cost of real estate owned for federal income tax purposes $ 13,475,196 $ 13,333,103 $ 13,283,163 ============ ============ ============ (Concluded)
-29- EX-27 4
5 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. 0000725266 NOONEY INCOME FUND LTD., L.P. 12-MOS DEC-31-1997 JAN-01-1997 DEC-31-1997 865,287 0 115,038 0 0 990,845 10,393,196 4,731,841 6,713,495 293,145 1,197,000 0 0 0 5,103,333 6,713,495 1,772,253 1,795,659 0 0 1,485,091 0 117,437 193,131 0 0 0 0 0 193,131 10.74 0
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