-----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, P8Vz8pZCdyN4CTQIvRi28d6ZeDCoSAKXGzm7to5iVFT5u7Orit0pLAT4DPPkWqSI oCKe7msOBZG27+Wxgz1u8Q== 0000948524-99-000026.txt : 19990402 0000948524-99-000026.hdr.sgml : 19990402 ACCESSION NUMBER: 0000948524-99-000026 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990331 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: 99581585 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, 1998 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, 1998 ------------------------------------------------------ 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 . --- --- -1- _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, 1999, 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, 1999 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 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 Partner. -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 Downers 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 95% leased by 27 tenants at December 31, 1998. 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 30,000, 29,000 and 26,000 net rentable square feet, respectively, or an aggregate of approximately 85,000 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 97% leased by 41 tenants at December 31, 1998. 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, 1998, relating to the properties owned by the Registrant.
==================================================================================================================================== AVERAGE ANNUALIZED TOTAL EFFECTIVE PRINCIPAL TENANTS SQUARE ANNUALIZED BASE RENT PER PERCENT OVER 10% OF PROPERTY SQUARE LEASE PROPERTY FEET BASE RENT* SQUARE FOOT LEASED FOOTAGE EXPIRATION - -------------------------- ----------- ---------------- ----------------- ------------ ------------------------------- ------------- Oak Grove Commons 137,000 $ 885,000 $6.78 95% None - -------------------------- ----------- ---------------- ----------------- ------------ ------------------------------- ------------- Leawood Fountain Midwest Mechanical (14%) 2001 Plaza 85,000 $1,375,000 $16.74 97% 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, 1998. PART II ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS As of February 1, 1999, there were 1,211 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 ------------- -------------- ------------- -------------- 1997 -0- $6.25 $6.25 $ 6.25 1998 $12.50 -0- $12.50 -0- -5- ITEM 6: SELECTED FINANCIAL DATA
Year Ended December 31, -------------------------------------------------------------------------- 1998 1997 1996 1995 1994 (Not covered by independent auditors' report) Rental and other income $1,851,792 $1,772,253 $1,778,074 $1,688,761 $1,430,841 Net income 233,141 193,131 175,285 187,776 6,623 Data per limited partnership unit: Net income (loss) 12.72 10.74 9.57 11.01 (0.80) Cash distributions - investment income 12.72 10.74 9.57 11.01 - Cash distributions - return of capital 12.28 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 6,562,586 6,713,495 6,883,366 7,029,025 7,107,722 Investment property, net 5,537,118 5,661,355 5,835,751 6,137,241 6,132,218 Mortgage note payable 1,149,701 1,197,000 1,261,800 1,326,600 1,387,200 Partners' equity 4,914,656 5,103,333 5,226,492 5,367,489 5,390,570 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, 1998, is $804,739, a decrease of $60,548 from the year ended December 31, 1997. The Registrant expects the capital expenditures during 1999 will be adequately funded by current cash reserves and the properties' operating cash flow. The anticipated capital expenditures in 1999 by property are as follows: Other Leasing Capital Capital Total ------- ------- ----- Oak Grove Commons $ 22,511 $110,713 $133,224 Leawood Fountain Plaza (76%) 66,570 168,253 234,823 ------ ------- ------- $ 89,081 $278,966 $368,047 ======== ======== ======== 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 restoration of mansard roofs over entry doors and additional drain pipes for the parking lot. 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, replacing exterior lighting throughout the property, and overlay of the parking lot. Results of Operations The results of operations for the Registrant's properties for the years ended December 31, 1998, 1997 and 1996 are detailed in the schedule below. Expenses of the Registrant are excluded. Oak Grove Leawood Fountain Commons Plaza (76%) ------- ---------- 1998 Revenues $879,643 $974,977 Expenses 745,030 835,485 ----------------------------------- Net Income $134,613 $139,492 =================================== 1997 Revenues $886,520 $898,955 Expenses 709,258 835,526 ----------------------------------- Net Income $177,262 $ 63,429 ==================================== -7- Oak Grove Leawood Fountain Commons Plaza (76%) ------- ---------- 1996 Revenues $881,453 $907,803 Expenses 718,405 881,027 ------------------------------------ Net Income $163,048 $ 26,776 ==================================== 1998 Comparisons By Property At Oak Grove Commons, revenues decreased slightly due to a decrease in base rental income ($6,803), a decrease in common area maintenance reimbursement ($15,848), partially offset by an increase in miscellaneous non-rental income of ($14,575). Expenses at Oak Grove Commons increased over the prior year due to an increase in fire and crime prevention expenses ($15,025), professional services ($11,527), common area maintenance expenses ($10,635), and vacancy expense ($12,290), partially offset by a decrease in amortization ($9,454) as well as a decrease in interest ($10,976). Oak Grove Commons has a first mortgage with a floating rate of LIBOR + 3%. The loan balance as of December 31, 1998, was $1,149,701. The loan matures July 1, 2000. At Leawood Fountain Plaza, revenues increased ($76,000) when comparing 1998 year-end results to the prior year. The increase in revenue can be attributed to an increase in base rental income ($113,347), partially offset by a decrease in escalation income ($41,019). The increase in base rental income is due to the higher occupancy level the property maintained throughout 1998 as compared to 1997. Expenses during 1998 were relatively stable when compared to the prior year. The result of the stable expense level when combined with the significant increase in base rental income resulted in net income ($76,063) higher than the prior year. The occupancy rates as of December 31 are as follows: 1998 1997 1996 ------------------------------------ Oak Grove Commons 95% 86% 95% Leawood Fountain Plaza 97% 89% 92% During the fourth quarter, the occupancy level at Oak Grove Commons remained stable at 95%. During the quarter, one tenant leased 3,209 square feet, one tenant renewed 4,550 square feet, and one tenant vacated 3,209 square feet. For the year, leasing activity consisted of eight new leases for tenants occupying 40,273 square feet, six tenants renewing their leases for 33,132 square feet, and five tenants vacating 27,508 square feet. Oak Grove Commons has no tenants who occupy more than 10% of the available space. During the fourth quarter at Leawood Fountain Plaza, occupancy increased from 95% to 97%. During the quarter, two tenants signed new leases for 2,567 square feet, three tenants renewed their leases for 13,164 square feet, and one tenant vacated 560 square feet. During the year, the Registrant signed new leases with -8- seven tenants for 6,743 square feet, renewed seven tenants' leases for 19,155 square feet, and three tenants vacated 2,627 square feet. The property has two major tenants, one who occupies 14% of the space with a lease which expires in October 2001 and the other major tenant occupies 10% of the space with a lease which expires in July 1999, respectively. The Registrant is currently working with the tenant whose lease expires during 1999 for a long-term renewal. 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 estimate 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 judgment is necessary to estimate fair value. Accordingly, actual results could vary significantly from such estimates. Year 2000 issues Information Technology Systems The Registrant utilizes computer software for its corporate and real property accounting records and to prepare its financial statements, as well as for internal accounting purposes. The vendor of the Registrant's software has informed the Registrant that it is Year 2000 compliant. The Registrant believes after reasonable investigation that its information technology hardware is Year 2000 compliant. However, in the event that such systems should fail, as a contingency plan, the Registrant could prepare all required accounting entries manually, without incurring material additional operating expenses. Non-Information Technology Systems At the request of the Registrant, its property managers have completed their review of the major date-sensitive non-information technology systems such as the elevators, heating, ventilating, 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 not 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. -9- Material Third Parties' Systems Failures The most reasonably 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 their financial service providers') computer systems 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 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 Registrant'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 condition 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 items such as electricity, natural gas, telephone service and water, all of which are not readily susceptible to alternate sources and which in all likelihood should be available in some form. The Registrant has been unable to obtain assurances from such utility companies as to their Year 2000 compliance, and does not expect that such assurances will be forthcoming. Such non-Information technology systems failure could force tenants to use the stairs in such properties, rather than the elevators. However, none of the 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 failures 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. -10- 1998 Comparisons Consolidated revenues for the Registrant were $1,867,865 for the year ended 1998 and $1,795,659 for the year ended 1997. The consolidated revenues increased $72,206 when compared to the prior year. This increase in revenue was due to an increase in rental income at Leawood Fountain Plaza, previously discussed. The Registrant's consolidated expenses were $1,634,850 and $1,602,528 for the years ended December 31, 1998, and December 31, 1997, respectively, a difference of $32,196. The increase in consolidated expenses is due to an increase in other operating expenses ($56,275), an increase in utilities ($9,833), partially offset by decreases in real estate taxes ($23,867), depreciation and amortization ($9,455), and interest expense ($10,976). Net income for 1998 increased $40,010 when compared to the prior year. Cash flow provided from operations was $679,538 for the year ended 1998 as compared to $680,360 for the year ended 1997. The cash flow provided during 1998 allowed the Registrant to fund capital expenditures of $270,969, distribute $421,818 to the partners, and reduce Oak Grove Commons' debt by $47,299. 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 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. Inflation The effects of inflation did not have a material impact upon the Registrant's operations in fiscal l998 and are not expected to materially affect the Registrant's operation in l999. Interest Rates Interest rates on floating rate debt went down in 1997 and fluctuated throughout 1998, ending the year lower than the prior year end. Future increases in the prime interest rate can adversely affect the operations of the Registrant. -11- 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 December 31, 1998. 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 $1,149,701. 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. 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 Registrant has two General Partners. The background and experience of the General Partners are as follows: The General Partner of the Registrant responsible for all aspects of the Registrant's operations is Nooney Income Investments, Inc., a Missouri corporation. 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. John J. Nooney is a Special General Partner of the Partnership and as such, does not exercise control of the affairs of the Partnership. The General Partners will continue to serve as General Partners until their withdrawal or their removal from office by the Limited Partners. -12- 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. 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 424c of the Securities Act of 1933 (the "Prospectus"), which are incorporated herein by reference. During 1998, cash distributions of $42,169 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. -13- Nooney, Inc., the manager of the Registrant's properties, is a wholly-owned subsidiary of CGS Real Estate Company, an affiliate of the General Partner. Nooney, Inc. is entitled to receive monthly compensation from the Registrant for property management and leasing services, plus administrative expenses. During fiscal 1998 the Registrant paid property management fees of $111,606 to Nooney, Inc. and $25,000 as reimbursement for indirect expenses incurred in connection with 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, 1998. (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, 1998, in connection with various transactions. (c) Indebtedness of Management. Not Applicable. (d) Transactions with promoters. Not Applicable. -14- 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 17. (b) Reports on Form 8-K During the last quarter of the period covered by this report, the Registrant filed no reports on Form 8-K. (c) Exhibits: See Exhibit Index on Page 17. (d) Not Applicable -15- 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 31, 1999 Nooney Income Investments, Inc. ----------------------------- General Partner By: /s/ William J. Carden ---------------------------------- William J. Carden - Director Chairman of the Board and Chief Executive Officer By: /s/ Gregory J. Nooney, Jr. ---------------------------------- Gregory J. Nooney - Director Vice Chairman President and Secretary BEING A MAJORITY OF THE DIRECTORS OF NOONEY INCOME INVESTMENTS, INC. -16- 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 referred 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. -17- EX-99.1 2 CHARTER 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. 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. -18- EX-99.3 3 OTHER FIN ST 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, 1998 and 1997, and the related statements of operations, partners' equity (deficit) and cash flows for each of the three years in the period ended December 31, 1998. 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, 1998 and 1997, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1998 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. January 29, 1999 -19- NOONEY INCOME FUND LTD., L.P. (A LIMITED PARTNERSHIP) BALANCE SHEETS DECEMBER 31, 1998 AND 1997 - -------------------------------------------------------------------------------- ASSETS 1998 1997 CASH AND CASH EQUIVALENTS $ 804,739 $ 865,287 ACCOUNTS RECEIVABLE 97,104 115,038 PREPAID EXPENSES 12,332 10,520 INVESTMENT PROPERTY: Land 1,946,169 1,946,169 Buildings and improvements 8,601,373 8,447,027 ------------ ------------ 10,547,542 10,393,196 Less accumulated depreciation (5,010,424) (4,731,841) ------------ ------------ 5,537,118 5,661,355 DEFERRED EXPENSES - At amortized cost 111,293 61,295 ------------ ------------ TOTAL $ 6,562,586 $ 6,713,495 ============ ============ LIABILITIES AND PARTNERS' EQUITY LIABILITIES: Accounts payable and accrued expenses $ 186,291 $ 108,209 Accrued real estate taxes 180,361 184,936 Refundable tenant deposits 131,577 120,017 Mortgage note payable 1,149,701 1,197,000 ------------ ------------ Total liabilities 1,647,930 1,610,162 PARTNERS' EQUITY 4,914,656 5,103,333 ------------ ------------ TOTAL $ 6,562,586 $ 6,713,495 ============ ============ See notes to financial statements. -20- NOONEY INCOME FUND LTD., L.P. (A LIMITED PARTNERSHIP) STATEMENTS OF OPERATIONS YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 - -------------------------------------------------------------------------------- 1998 1997 1996 REVENUES: Rental and other income $1,851,792 $1,772,253 $1,778,074 Interest 16,073 23,406 20,295 ---------- ---------- ---------- Total revenues 1,867,865 1,795,659 1,798,369 ---------- ---------- ---------- EXPENSES: Interest 106,461 117,437 121,761 Depreciation and amortization 433,549 443,004 466,190 Real estate taxes 249,836 273,703 247,299 Property management fees - related party 111,606 107,130 107,341 Repairs and maintenance 133,264 127,354 157,423 Utilities 118,114 108,281 135,789 Other operating expenses (includes $25,000 in each year to related party) 481,894 425,619 387,281 ---------- ---------- ---------- Total expenses 1,634,724 1,602,528 1,623,084 ---------- ---------- ---------- NET INCOME $ 233,141 $ 193,131 $ 175,285 ========== ========== ========== NET INCOME ALLOCATION: General partners $ 39,944 $ 30,127 $ 29,946 Limited partners 193,197 163,004 145,339 LIMITED PARTNERS DATA: Net income per unit $ 12.72 $ 10.74 $ 9.57 ========== ========== ========== Cash distributions - investment income per unit $ 12.72 $ 10.74 $ 9.57 ========== ========== ========== Cash distributions - return of capital per unit $ 12.28 $ 8.01 $ 9.18 ========== ========== ========== Weighted average limited partnership units outstanding 15,180 15,180 15,180 ========== ========== ========== See notes to financial statements. -21- NOONEY INCOME FUND LTD., L.P. (A LIMITED PARTNERSHIP) STATEMENTS OF PARTNERS' EQUITY (DEFICIT) YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 - -------------------------------------------------------------------------------- Limited General Partners Partners Total BALANCE (DEFICIT), JANUARY 1, 1996 $ 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 Net income 193,197 39,944 233,141 Cash distributions (379,625) (42,193) (421,818) ----------- ----------- ----------- BALANCE (DEFICIT), DECEMBER 31, 1998 $ 5,006,337 $ (91,681) $ 4,914,656 =========== =========== =========== See notes to financial statements. -22- NOONEY INCOME FUND LTD., L.P. (A LIMITED PARTNERSHIP) STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 - -------------------------------------------------------------------------------- 1998 1997 1996 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 233,141 $ 193,131 $ 175,285 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 395,206 405,604 415,470 Amortization of deferred expenses 38,343 37,400 50,720 Net changes in accounts affecting operations: Accounts receivable 17,934 60,287 (58,325) Prepaid expenses (1,812) 302 (572) Deferred expenses (88,341) (34,452) (7,333) Accounts payable and accrued expenses 78,082 (1,296) 36,955 Accrued real estate taxes (4,575) 14,238 18,433 Refundable tenant deposits 11,560 5,146 4,750 --------- --------- --------- Net cash provided by operating activities 679,538 680,360 635,383 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES - Net additions to investment property (270,969) (231,208) (113,980) --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions to partners (421,818) (316,290) (316,282) Payments on mortgage note payable (47,299) (64,800) (64,800) --------- --------- --------- Net cash used in financing activities (469,117) (381,090) (381,082) --------- --------- --------- NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (60,548) 68,062 140,321 CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 865,287 797,225 656,904 --------- --------- --------- CASH AND CASH EQUIVALENTS, END OF YEAR $ 804,739 $ 865,287 $ 797,225 ========= ========= ========= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION - Cash paid for interest $ 98,013 $ 117,437 $ 132,787 ========= ========= ========= See notes to financial statements. -23- NOONEY INCOME FUND LTD., L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 - ---------------------------------------------------------------------- 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 Downers Grove, Illinois (Oak Grove Commons) which generated 47.4% of rental and other income for the year ended December 31, 1998, and an office complex in Leawood, Kansas (Leawood Fountain Plaza) which generated 52.6% of rental and other income for the year ended December 31, 1998. 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. Prior to October 31, 1997, 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 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. CGS Real Estate also purchased the real estate management business of Nooney Krombach Company and formed Nooney, Inc. to perform the management of the Partnership. The Partnership continues to pay management fees to Nooney, Inc. Property management fees -24- paid to Nooney Krombach Company were $90,260 and $107,341 for the years ended December 31, 1997 and 1996, respectively. Property management fees paid to Nooney, Inc. for the years ended December 31, 1998 and 1997 were $111,606 and $16,870, respectively. Additionally, the Partnership paid Nooney Krombach Company $20,833 in 1997 and $25,000 in 1996 as reimbursement for management services and indirect expenses in connection with the management of the Partnership. The Partnership paid Nooney, Inc. $25,000 in 1998 and $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. The Partnership 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 Partnership considers a history of operating losses or a change in occupancy to be primary indicators of potential impairment. The Partnership 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 estimate 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 judgment is necessary to estimate fair value. Accordingly, actual results could vary significantly from such estimates. 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, 1998 accounts receivable include approximately $39,000 ($42,000 in 1997) 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. -25- The Partnership adopted SFAS No. 130, Reporting Comprehensive Income, which requires entities to report changes in equity that result from transactions and economic events other than those with shareholders. The Partnership had no other comprehensive income items, accordingly net income and other comprehensive income are the same. 3. MORTGAGE NOTE PAYABLE Mortgage note payable at December 31 consists of the following: 1998 1997 Note payable to bank, principal due in monthly installments of $1,900 plus interest at 3% over the thirty-day LIBOR rate (8.55% at December 31, 1998) to July 2000 when remaining principal is due $1,149,701 $1,197,000 ========== ========== The mortgage note is collateralized by a first deed of trust on Oak Grove Commons which has a net book value of approximately $3,074,000 at December 31, 1998. Principal payments required during the next five years are as follows: 1999 $ 22,800 2000 1,126,901 ---------- Total $1,149,701 ========== 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 and the terms are consistent with those the Partnership could currently obtain. 4. RENTAL REVENUES UNDER OPERATING LEASES Minimum future rental revenues under noncancelable operating leases in effect as of December 31, 1998 are as follows: 1999 $1,669,000 2000 1,162,000 2001 789,000 2002 422,000 2003 172,000 Thereafter 134,000 ---------- Total $4,348,000 ========== In addition, certain lease agreements require tenant participation in certain operating expenses. The income is recorded in the same period that the related expense is incurred. Tenant participation in expenses included in revenues were not significant for the years ended December 31, 1998, 1997 and 1996. -26- 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 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 1998: Net income (loss) $ 233,141 $ (45,152) Partners' equity 4,914,656 6,074,685 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 -27- 6. BUSINESS SEGMENTS (in thousands) The Partnership has two reportable operating segments: Leawood Fountain Plaza and Oak Grove Commons. The Partnership's management evaluates performance of each segment based on profit or loss from operations before allocation of property writedowns, general and administrative expenses, unusual and extraordinary items, and interest. The accounting policies of the segments are the same as those described in the summary of significant accounting policies (see Note 2). (In thousands) 1998 1997 1996 Revenues: Leawood Fountain Plaza $ 975.0 $ 899.0 $ 907.8 Oak Grove Commons 879.6 886.5 881.5 -------- -------- -------- $1,854.6 $1,785.5 $1,789.3 ======== ======== ======== Operating profit: Leawood Fountain Plaza $ 139.5 $ 63.4 $ 26.8 Oak Grove Commons 134.6 177.3 163.1 -------- -------- -------- $ 274.1 $ 240.7 $ 189.9 ======== ======== ======== Capital expenditures: Leawood Fountain Plaza $ 74.7 $ 90.9 $ 56.8 Oak Grove Commons 196.3 140.3 57.2 -------- -------- -------- $ 271.0 $ 231.2 $ 114.0 ======== ======== ======== Depreciation and amortization: Leawood Fountain Plaza $ 287.6 $ 289.3 $ 296.8 Oak Grove Commons 248.3 256.1 271.9 -------- -------- -------- $ 535.9 $ 545.4 $ 568.7 ======== ======== ======== Assets: Leawood Fountain Plaza $4,674.1 $4,849.0 Oak Grove Commons 3,818.8 3,697.2 -------- -------- $8,429.9 $8,546.2 ======== ======== -28- Reconciliations of segment data to the Partnership's consolidated data follow: (In thousands) 1998 1997 1996 Net income (loss): Segments $ 274.1 $ 240.7 $ 189.9 Other income (expense) 13.0 8.4 (0.7) General and administrative expenses (54.0) (55.8) (13.9) -------- -------- -------- $ 233.1 $ 193.3 $ 175.3 ======== ======== ======== Revenues: Segments $1,854.6 $1,785.5 $1,789.3 Corporate and other (2.8) (13.2) (11.2) -------- -------- -------- $1,851.8 $1,772.3 $1,778.1 ======== ======== ======== Assets: Segments $8,492.9 $8,546.2 Corporate and other (1,930.3) (1,832.7) -------- -------- $6,562.6 $6,713.5 ======== ======== Depreciation and amortization: Segments $ 535.9 $ 545.4 $ 568.7 Corporate and other (102.4) (102.4) (102.5) -------- -------- -------- $ 433.5 $ 443.0 $ 466.2 ======== ======== ======== * * * * * * -29-
NOONEY INCOME FUND LTD., L.P. (A LIMITED PARTNERSHIP) SCHEDULE - RECONCILIATION OF PARTNERS' EQUITY (DEFICIT) DECEMBER 31, 1998, 1997 AND 1996 - ------------------------------------------------------------------------------------------------------------------------------------ The reconciliation of partners' equity (deficit) between financial statement and income tax basis is as follows: December 31, 1998 ---------------------------------------------- Limited General Partners Partners Total Balance per statement of partners' equity (deficit) $ 5,006,337 $ (91,681) $ 4,914,656 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 1,421 14 1,435 Writedown of investment property not recognized for income tax purposes 3,050,874 31,126 3,082,000 ----------- --------- ----------- 9,880,954 (60,541) 9,820,413 Less: Excess depreciation deducted for income tax purposes 3,661,858 37,347 3,699,205 Insurance premiums deducted for income tax purposes 7,139 72 7,211 Rent concessions not recognized for income tax purposes 38,919 393 39,312 ----------- --------- ----------- Balance (deficit) per tax return $ 6,173,038 $ (98,353) $ 6,074,685 =========== ========= =========== December 31, 1997 ---------------------------------------------- Limited General Partners Partners Total Balance per statement of partners' equity (deficit) $ 5,192,765 $ (89,432) $ 5,103,333 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 ----------- --------- ----------- 10,064,874 (58,317) 10,006,557 Less: Excess depreciation deducted for income tax purposes 3,388,328 34,559 3,422,887 Insurance premiums deducted for income tax purposes Rent concessions not recognized for income tax purposes 41,719 422 42,141 ----------- --------- ----------- Balance (deficit) per tax return $ 6,634,827 $ (93,298) $ 6,541,529 =========== ========= =========== December 31, 1996 ---------------------------------------------- Limited General Partners Partners Total Balance per statement of partners' equity (deficit) $ 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 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 ----------- --------- ----------- 10,186,495 (56,779) 10,129,716 Less: Excess depreciation deducted for income tax purposes 3,123,273 31,854 3,155,127 Insurance premiums deducted for income tax purposes Rent concessions not recognized for income tax purposes 56,959 581 57,540 ----------- --------- ----------- Balance (deficit) per tax return $ 7,006,263 $ (89,214) $ 6,917,049 =========== ========= =========== -30-
NOONEY INCOME FUND LTD., L.P. (A LIMITED PARTNERSHIP) SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 1998 - ------------------------------------------------------------------------------------------------------------------------------------ Column A Column B Column C -------- -------- -------- Initial Cost to Partnership ----------------------------------------------- Buildings Encumbrances Land and Improvements Total Oak Grove Commons Office/Warehouse Complex Downers Grove, Illinois $ 1,149,701 $ 936,122 $ 4,282,447 $ 5,218,569 Leawood Fountain Plaza Office Complex (76% undivided interest), Leawood, Kansas 1,010,047 6,306,150 7,316,197 ----------- ---------- ----------- ----------- Total $ 1,149,701 $1,946,169 $10,588,597 $12,534,766 =========== ========== =========== =========== Column D Column E -------- -------- Gross Amount at Which Costs Carried at Close of Period Capitalized ------------------------------------------------ Subsequent to Buildings Acquisition(1) Land and Improvements Total Oak Grove Commons Office/Warehouse Complex Downers Grove, Illinois $ 42,964 (1) $ 936,122 $ 4,325,411 $ 5,261,533 Leawood Fountain Plaza Office Complex (76% undivided interest), Leawood, Kansas (2,030,188)(2) 1,010,047 4,275,962 5,286,009 ----------- ---------- ----------- ----------- Total $(1,987,224) $1,946,169 $ 8,601,373 $10,547,542 =========== ========== =========== ===========
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 Complex Downers Grove, Illinois $2,187,928 1972, 1976 1/24/84 30 years Leawood Fountain Plaza Office Complex (76% undivided interest), Leawood, Kansas 2,822,496 1982, 1983 2/20/85 30 years ---------- Total $5,010,424 ========== (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) -31-
NOONEY INCOME FUND LTD., L.P. (A LIMITED PARTNERSHIP) SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 - --------------------------------------------------------------------------------------------------- 1998 1997 1996 (A) Reconciliation of amounts in Column E: Balance at beginning of period $10,393,196 $10,251,103 $10,201,163 Add - Cost of improvements 270,969 231,208 113,980 Less - Cost of disposals (116,623) (89,115) (64,040) ----------- ----------- ----------- Balance at end of period $10,547,542 $10,393,196 $10,251,103 =========== =========== =========== (B) Reconciliation of amounts in Column F: Balance at beginning of period $ 4,731,841 $ 4,415,352 $ 4,063,922 Add - Provision during the period 395,206 405,604 415,470 Less - Depreciation on disposals (116,623) (89,115) (64,040) ----------- ----------- ----------- Balance at end of period $ 5,010,424 $ 4,731,841 $ 4,415,352 =========== =========== =========== (C) The aggregate cost of real estate owned for federal income tax purposes $13,629,542 $13,475,196 $13,333,103 =========== =========== =========== (Concluded) -32-
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-31-1998 JAN-01-1998 DEC-31-1998 804,739 0 97,104 0 0 914,175 10,547,542 5,010,424 6,562,586 366,652 1,149,701 0 0 0 4,914,656 6,562,586 1,851,792 1,940,071 0 0 1,549,735 0 95,485 272,899 0 0 0 0 0 272,899 12.72 0
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