-----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, Uqwx4msfgN8bKxD/nCPaYvO+XnqciVmkOZELtQzIYch2rD2rZvlRArPqJOLLD3IZ wfVDVYNqh9I26O7+CKc0jA== 0000950138-96-000045.txt : 19960319 0000950138-96-000045.hdr.sgml : 19960319 ACCESSION NUMBER: 0000950138-96-000045 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960318 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: 1934 Act SEC FILE NUMBER: 000-13241 FILM NUMBER: 96535872 BUSINESS ADDRESS: STREET 1: 7701 FORSYTH BLVD CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3148637700 MAIL ADDRESS: STREET 1: 7701 FORSYTH BLVD CITY: ST LOUIS STATE: MO ZIP: 63105 10-K405 1 1 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, 1995 ----------------------------------------------------- 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.) 7701 Forsyth Boulevard, St. Louis, Missouri 63105 - ------------------------------------------- ---------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (314) 863-7700 ---------------------------- 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 [ ]. Page 1 of 28 Pages Exhibit Index located on Page 15 2 [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, 1996, 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, 1996 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. 3 PART I ------ ITEM 1: BUSINESS - ----------------- 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, continued this improvement in 1995, 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 to, 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 Krombach Company, an affiliate of the General Partners. 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 4 40% office space and 60% bulk warehouse, was 100% leased by 29 tenants at December 31, 1995. 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 92% leased by 42 tenants at December 31, 1995. Reference is made to Note 4 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. The following table sets forth certain information as of December 31, 1995, relating to the properties owned by the Partnership.
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 $ 859,300 $ 6.24 100% None Leawood Fountain Plaza 82,000 $1,126,000 $14.83 92% 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, 1995. 5 PART II ------- ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS - ------------------------------------------------------------------------------ As of February 1, 1996, there were 1,495 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 -------------- -------------- -------------- -------------- 1994 -0- -0- -0- $12.50 1995 -0- $6.25 -0- $ 6.25
ITEM 6: SELECTED FINANCIAL DATA - --------------------------------
Year Ended December 31, -------------------------------------------------------------------- 1995 1994 1993 1992 1991 ------------ ------------ ------------ ------------ ------------ (Not covered by independent auditors' report) Rental and other income $1,688,761 $1,430,841 $1,467,106 $1,538,893 $1,491,842 Net income (loss) 187,776 6,623 27,480 (603,794) (2,865,556) Data per limited partnership unit: Net income (loss) 11.01 (0.80) 1.79 (39.37) (187.16) Cash distributions - investment income 11.01 -- 1.79 -- -- Cash distributions - return of capital 1.49 12.50 -- -- 5.00 Weighted average limited partnership units outstanding 15,180 15,180 15,180 15,180 15,180 At year-end: Total assets 7,029,025 7,107,722 7,303,864 7,354,693 7,976,785 Investment property, net 6,137,241 6,132,218 6,212,268 6,418,798 7,119,586 Mortgage note payable 1,326,600 1,387,200 1,443,600 1,500,000 1,500,000 Partners' equity 5,367,489 5,390,570 5,594,797 5,567,317 6,171,111 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, 1995 is $656,904, a decrease of $87,979 from year ended December 31, 1994. The decrease in cash can be attributable to increased capital expenditures at Oak Grove Commons and at Leawood Fountain Plaza. Capital expenditures increased $134,440 from 1994 to 1995. The capital improvements performed in 1995 have positioned both properties to provide adequate cash flow from operations to fund anticipated distributions and capital expenditures in 1996. The anticipated capital expenditures by property are as follows:
Other Leasing Capital Capital Total ------------ ------------ ------------ Oak Grove Commons $ 0 $22,550 $ 22,550 Leawood Fountain Plaza $45,700 $62,500 $108,200 ------------ ------------ ------------ $45,700 $85,050 $130,750 ============ ============ ============
Throughout 1996, approximately $130,750 of capital expenditures have been forecasted. At Oak Grove Commons and Leawood Fountain Plaza, the Registrant anticipates leasing capital in the amount of $85,050 to fund tenant alterations to their respective suites and lease commissions for new and renewed leases. The remainder of the other capital to be expended in 1996 has been set aside for ADA compliance and exterior painting at Leawood Fountain Plaza. In June 1995, the Registrant successfully negotiated the renewal of the first mortgage debt secured by Oak Grove Commons for a period of three years effective July 1, 1995. The interest rate will remain at 1% over the then published prime rate. Monthly principal payments will increase from $4,700 to $5,400. The balance of the loan as of December 31, 1995, was $1,326,600. 7 Results of Operations - --------------------- The results of operations for the Registrant's properties for the years ended December 31, 1995, 1994 and 1993 are detailed in the schedule below. Expenses of the Registrant are excluded.
Oak Grove Leawood Fountain Commons Plaza (76%) ---------------- ---------------- 1995 - ---- Revenues $830,756 $884,141 Expenses 696,118 817,258 ---------------- ---------------- Net Income $134,638 $ 66,883 ================ ================ 1994 - ---- Revenues $618,665 $816,099 Expenses 660,503 781,593 ---------------- ---------------- Net Income (Loss) $(41,838) $ 34,506 ================ ================ 1993 - ---- Revenues $676,450 $795,824 Expenses 664,364 802,708 ---------------- ---------------- Net Income (Loss) $ 12,086 $ (6,884) ================ ================
At Oak Grove Commons net income (loss) varied significantly from year to year. The change from 1993 to 1994 is attributable to a decrease in revenues relating to rental income. The decrease in rental income correlates with the decrease in average occupancy from 1993 to 1994. While revenues decreased, expenses remained relatively stable. During 1995 the occupancy at Oak Grove Commons significantly increased with occupancy at 100% by September 30, 1995. The rapid increase in occupancy along with a slight increase in rental rates were the factors for the significant increase in revenues from 1994 to 1995. As revenues increased $212,091 expenses also increased from $660,503 to $696,118. The increase in expenses is attributable to increases in amortization ($41,385), building repairs and maintenance ($10,361), management fees ($12,695), and interest ($18,829), offset by decreases in vacancy expense ($32,497) and real estate taxes ($14,613). Leawood Fountain Plaza's operating results improved each year during a three year period commencing January 1, 1993 and ending December 31, 1995. Revenues from 1993 to 1994 increased $22,433, due primarily to increases in rental income resulting from higher average occupancy. From 1994 to 1995 revenues increased $68,042, due primarily to a termination payment received from a 8 tenant who vacated their space during 1995. Expenses from 1993 to 1994 decreased $18,958 which can be attributable to decreases in cleaning ($5,906), repairs and maintenance ($11,359), and snow removal ($9,305), offset by increases in real estate taxes ($5,474) and administrative costs ($5,685). During 1995 expenses increased $35,665 when compared to 1994 expenses. The increases which occurred in 1995 relate to increases in amortization ($12,003), real estate taxes ($6,808), repairs and maintenance ($9,369), management fees ($4,680), and administrative costs ($6,735), offset by decreases in cleaning ($8,223) and parking lot expenditures ($4,439). The occupancy at the Registrant's properties at year-end remain at a high level. As previously stated, occupancy at Oak Grove Commons improved significantly during 1995. The occupancy rates as of December 31, 1995 are as follows:
Occupancy rates at December 31, 1995 ---------------------------------------- 1995 1994 1993 ------------ ------------ ------------ Oak Grove Commons 100% 90% 64% Leawood Fountain Plaza 92% 90% 89%
During the fourth quarter, the occupancy level at Oak Grove Commons remained at 100% with the only leasing activity the renewal of 1,629 square feet. For the year, leasing activity netted an increase of 14,248 square feet comprised of 23,157 square feet pertaining to new leases while only 8,909 square feet were vacated in 1995. The Registrant renewed 12,765 square feet during the year. Oak Grove Commons has one tenant who occupies approximately 10% of the available space. The tenant's lease expires in December 1997. At Leawood Fountain Plaza occupancy decreased from 96% to 92% during the fourth quarter due to a lease termination (2,659 square feet) and a lease cancellation (970 square feet) while only one new lease was signed for 1,067 square feet. The Registrant renewed one tenant who occupies 1,650 square feet. During the year occupancy increased from 90% to 92%. The Registrant signed five new leases totaling 10,868 square feet while four tenants vacated 8,909 square feet. Renewals for the year totaled 12,765 square feet. The property has one major tenant who occupies approximately 10% of the available space. Their lease expires in July 1999. 1995 Comparisons - ---------------- As of December 31, 1995, the Registrant's consolidated revenues are $1,707,296 compared to $1,449,536 for the year ended December 31, 1994. The increase in revenues was $257,760 or 17.78%. The significant increase in revenues is attributable to both properties, with a majority coming from Oak Grove Commons. Leawood Fountain Plaza's revenues increased $68,042 and Oak Grove Commons revenues increased $212,091. As previously stated, the increase in revenues at Leawood Fountain Plaza is due primarily to a termination payment received from a tenant who vacated their space during 1995. At Oak Grove Commons, the 9 Registrant, through the use of an aggressive marketing plan, was able to increase occupancy from 90% as of January 1, 1995 to 100% by September 30, 1995. This factor along with a slight increase in rental rate resulted in the significant increase in revenues. The Registrant's consolidated expenses for the year ended December 31, 1995 are $1,519,520 compared to $1,442,913 for the year ended December 31, 1994. The increase in expenses of $76,607 or 5.31% can be attributable to increases in interest, amortization, management fees, and repairs and maintenance, offset by a decrease in other operating expenses. The increase in interest expense relates to the increase in the Registrant's variable interest rate. Though prime rate decreased in the fourth quarter of 1995, the average rate paid throughout the year increased when compared to 1994. The increase in amortization expense directly correlates with the significant tenant alterations and lease commissions expenditures over the past two years which correlates with the increase in occupancy over the past two years. With the increase in revenues, management fees, which are based on a percentage of revenues, increased from 1994 to 1995. Repairs and maintenance expense increase relates to repairs to the building exteriors at both Oak Grove Commons and Leawood Fountain Plaza. Although several expenses increased in 1995 when compared to 1994, other operating expenses decreased due primarily to decreases in vacancy expense ($32,174) and snow removal ($9,493), offset by increases in administrative costs ($9,098). With the increase in revenues offset by a smaller increase in expenses, the Registrant had favorable operating results for the year ended December 31, 1995 when compared to the same period ended 1994. Net income increased $181,153 or $11.81 per limited partnership unit when comparing the 1995 operating results to those of 1994. Cash flow provided by operations for the year ended December 31, 1995, is $628,127 which enabled the Registrant to fund capital expenditures of $444,649, distribute $210,857 to the limited and general partners, and reduce Oak Grove Common's debt by $60,600. 1994 Comparisons - ---------------- For the year ended December 31, 1994, consolidated revenues were $1,449,536 which represents a decrease of $31,604 when compared to December 31, 1993. The decrease is the result of an increase in revenues at Leawood Fountain Plaza of $22,433 offset by a decrease at Oak Grove Commons of $57,785. As previously stated, both the increase in revenues at Leawood Fountain Plaza and the decrease in revenues at Oak Grove Commons can be attributable to changes in the properties' occupancy. At Leawood Fountain Plaza average occupancy increased, while at Oak Grove Commons average occupancy decreased. As of December 31, 1994, consolidated expenses were $1,442,913 compared to $1,453,660 for the year ended December 31, 1993. On a consolidated basis, expenses decreased $10,747 or less than 1%. Even though consolidated expenses remained relatively stable from 1993 to 1994, the individual properties had changes from year to year. These changes have been previously analyzed. As revenues decreased from 1993 to 1994 and expenses remained relatively stable, net income for 1994 decreased $20,857 or $2.59 per limited partnership unit when compared to the same period ended December 31, 1993. Cash flow provided by operations was $490,819. The cash flow provided by operations, along with cash reserves in the amount of $86,640, enabled the Registrant to 10 fund $310,209 in additions to investment property, distribute $210,850 to the limited and general partners, and reduce Oak Grove Common's debt by $56,400. Inflation - --------- The effects of inflation did not have a material impact upon the Registrant's operation in fiscal 1995, and are not expected to materially affect the Registrant's operation in 1996. Interest Rates - -------------- Interest rates on floating rate debt went up in 1995 which negatively affected the operations of the Registrant in 1995. Future increases in the prime interest rate can adversely affect the operations of the Registrant in 1996 and in the future. 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 65, 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. 11 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. 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. Gregory J. Nooney, Jr. is the general partner of Nooney Ltd., L.P. 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 a director of Nooney Income Investments, Inc. Gregory J. Nooney, Jr. and John J. Nooney are brothers. Gregory J. Nooney, Jr. and Faith L. Nooney (wife of John J. Nooney) are stockholders of Nooney Company, with Gregory J. Nooney, Jr. controlling all voting stock of Nooney Company. 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. 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. During 1995, cash distributions of $21,100 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. 12 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 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 reimbursement of expenses. During the year ended December 31, 1995, the Registrant paid property management fees of $102,349 to Nooney Krombach Company. In addition, during 1995, the Registrant paid to Nooney Krombach Company $25,000 for reimbursement for certain administrative services including accounting, issuing and transferring of units, data processing, investor communications and other administrative services. See Item 11 above for a discussion of cash distributions paid to the General Partners during the year ended December 31, 1995. (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, 1995, in connection with various transactions. (c) Indebtedness of Management. Not Applicable. 13 (d) Transactions with promoters. Not Applicable. 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 15. (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 15. (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 8, 1996 /s/ Gregory J. Nooney, Jr. ----------------------------------------- Gregory J. Nooney, Jr. General Partner Nooney Ltd., L.P. By: /s/ Gregory J. Nooney, Jr. ------------------------------------- Gregory J. Nooney, Jr. General Partner 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 Treasurer BEING A MAJORITY OF THE DIRECTORS 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 Company to Nooney Management Company (now Nooney Krombach Company), a wholly-owned subsidiary of Nooney Company, on April 1, 1985, and is identical in all material respects. 27 Financial Data Schedule (provided for the information of the U.S. Securities and Exchange Commission only) 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. EX-27 2
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. YEAR DEC-31-1995 JAN-01-1995 DEC-31-1995 656,904 0 117,000 0 0 773,904 10,201,163 4,063,922 7,029,025 224,815 1,326,600 0 0 0 5,367,489 7,029,025 1,707,296 1,707,296 0 0 1,384,412 0 135,108 187,776 0 0 0 0 0 187,776 11.01 0
EX-99.1 3 1 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. EX-99.3 4 1 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, 1995 and 1994, and the related statements of operations, partners' equity (deficiency in assets) and cash flows for each of the three years in the period ended December 31, 1995. Our audits also included the financial statement schedules listed in the Index at Item 14(a)2. These financial statements and financial statement schedules are the responsibility of the Partnership's general partners. Our responsibility is to express an opinion on these financial statements and financial statement schedules 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, 1995 and 1994, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1995 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. /S/ DELOITTE & TOUCHE LLP February 1, 1996 2 NOONEY INCOME FUND LTD., L.P. (A LIMITED PARTNERSHIP) BALANCE SHEETS DECEMBER 31, 1995 AND 1994 - ------------------------------------------------------------------------------------------------------------
1995 1994 ------------ ------------ ASSETS CASH AND CASH EQUIVALENTS (Notes 2 and 3) $ 656,904 $ 744,883 ACCOUNTS RECEIVABLE (Note 2) 117,000 108,981 INVESTMENT PROPERTY (Notes 1, 2 and 4): Land 1,946,169 1,946,169 Buildings and improvements 8,254,994 7,958,613 ------------ ------------ 10,201,163 9,904,782 Less accumulated depreciation 4,063,922 3,772,564 ------------ ------------ 6,137,241 6,132,218 ------------ ------------ DEFERRED EXPENSES - At amortized cost (Note 2) 117,880 121,640 ------------ ------------ TOTAL $7,029,025 $7,107,722 ============ ============ LIABILITIES AND PARTNERS' EQUITY LIABILITIES: Accounts payable and accrued expenses $ 72,550 $ 72,645 Accrued real estate taxes 152,265 158,345 Refundable tenant deposits 110,121 98,962 Mortgage note payable (Note 4) 1,326,600 1,387,200 ------------ ------------ Total liabilities 1,661,536 1,717,152 PARTNERS' EQUITY 5,367,489 5,390,570 ------------ ------------ TOTAL $7,029,025 $7,107,722 ============ ============ See notes to financial statements.
3 NOONEY INCOME FUND LTD., L.P. (A LIMITED PARTNERSHIP) STATEMENTS OF OPERATIONS YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 - ------------------------------------------------------------------------------------------------------------
1995 1994 1993 ------------ ------------ ------------ REVENUES: Rental and other income (Notes 2 and 5) $1,688,761 $1,430,841 $1,467,106 Interest 18,535 18,695 14,034 ------------ ------------ ------------ Total revenues 1,707,296 1,449,536 1,481,140 EXPENSES: Interest 135,108 116,278 104,662 Depreciation and amortization (Note 2) 495,353 436,603 417,209 Real estate taxes 200,374 208,179 207,304 Property management fees - related party (Note 2) 102,349 85,581 88,259 Repairs and maintenance 118,917 99,651 120,325 Utilities 120,171 117,897 123,055 Other operating expenses (includes $25,000 in 1995, 1994 and 1993 to related party) (Note 2) 347,248 378,724 392,846 ------------ ------------ ------------ Total expenses 1,519,520 1,442,913 1,453,660 ------------ ------------ ------------ NET INCOME $ 187,776 $ 6,623 $ 27,480 ============ ============ ============ NET INCOME (LOSS) ALLOCATION: General partners $ 20,680 $ 18,853 $ 278 Limited partners 167,096 (12,230) 27,202 LIMITED PARTNERS DATA (Note 2): Net income (loss) per unit $ 11.01 $ (0.80) $ 1.79 ============ ============ ============ Cash distributions - investment income per unit $ 11.01 $ -- $ 1.79 ============ ============ ============ Cash distributions - return of capital per unit $ 1.49 $ 12.50 $ -- ============ ============ ============ Weighted average limited partnership units outstanding 15,180 15,180 15,180 ============ ============ ============ See notes to financial statements.
4 NOONEY INCOME FUND LTD., L.P. (A LIMITED PARTNERSHIP) STATEMENTS OF PARTNERS' EQUITY (DEFICIENCY IN ASSETS) YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 - ------------------------------------------------------------------------------------------------------------
Limited General Partners Partners Total ------------ ------------ ------------ BALANCE (DEFICIENCY IN ASSETS), JANUARY 1, 1993 $5,651,150 $ (83,833) $5,567,317 Net income 27,202 278 27,480 ------------ ------------ ------------ BALANCE (DEFICIENCY IN ASSETS), DECEMBER 31, 1993 5,678,352 (83,555) 5,594,797 Net income (loss) (12,230) 18,853 6,623 Cash distributions (189,750) (21,100) (210,850) ------------ ------------ ------------ BALANCE (DEFICIENCY IN ASSETS), DECEMBER 31, 1994 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 (DEFICIENCY IN ASSETS), DECEMBER 31, 1995 $5,453,701 $ (86,212) $5,367,489 ============ ============ ============ See notes to financial statements.
5 NOONEY INCOME FUND LTD., L.P. (A LIMITED PARTNERSHIP) STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 - ------------------------------------------------------------------------------------------------------------
1995 1994 1993 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $187,776 $ 6,623 $ 27,480 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 439,626 390,259 380,060 Amortization of deferred expenses 55,727 46,344 37,149 Net changes in accounts affecting operations: Accounts receivable (8,019) 51,463 7,468 Deferred expenses (51,967) (68,355) (36,265) Accounts payable and accrued expenses (95) 33,079 (21,151) Accrued real estate taxes (6,080) (2,394) (2,895) Refundable tenant deposits 11,159 33,800 2,137 ------------ ------------ ------------ Net cash provided by operating activities 628,127 490,819 393,983 ------------ ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES - Additions to investment property (444,649) (310,209) (173,530) ------------ ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions to partners (210,857) (210,850) -- Payments on mortgage note payable (60,600) (56,400) (56,400) ------------ ------------ ------------ Net cash used in financing activities (271,457) (267,250) (56,400) ------------ ------------ ------------ NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (87,979) (86,640) 164,053 CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 744,883 831,523 667,470 ------------ ------------ ------------ CASH AND CASH EQUIVALENTS, END OF YEAR $656,904 $744,883 $831,523 ============ ============ ============ SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION - Cash paid for interest $135,443 $113,958 $104,662 ============ ============ ============ See notes to financial statements.
6 NOONEY INCOME FUND LTD., L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 - ------------------------------------------------------------------------------- 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 which generated 48.4% of rental and other income for the year ended December 31, 1995, and an office complex in Leawood, Kansas which generated 51.6% of rental and other income. 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 Nooney Income Fund Ltd., L.P. 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 corporate general partner is a partially-owned subsidiary of Nooney Company. One of the individual general partners is an officer, director and shareholder of Nooney Company. Another individual general partner's spouse is a shareholder of Nooney Company. Nooney Company is 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, manages the Partnership's real estate for a management fee. Property management fees paid to Nooney Krombach Company were $102,349, $85,581 and $88,259 for the years ended December 31, 1995, 1994 and 1993, respectively. Additionally, the Partnership pays Nooney Krombach Company $25,000 annually as reimbursement for administrative services including accounting, issuing and transferring of units, data processing and investor communications. Investment property is recorded at the lower of cost or net realizable value. Buildings and improvements are depreciated over their estimated useful lives using the straight-line method. 7 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, 1995 accounts receivable include approximately $81,000 ($108,000 in 1994) of accrued rent which is not yet due under the terms of various lease agreements. Included in rental and other income are amounts received from tenants under provisions of lease agreements which require the tenants to pay additional rent equal to specified portions of certain expenses such as real estate taxes, insurance, utilities and common area maintenance. The income is recorded in the same period that the related expense is incurred. 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. The Partnership considers all highly liquid debt instruments with a maturity of three months or less at date of purchase to be cash equivalents. Deferred expenses consist of lease fees amortized over the terms of their respective leases. Certain reclassifications have been made to 1994 and 1993 amounts to conform with 1995 balances. 3. CASH EQUIVALENTS Cash equivalents of $95,000 at December 31, 1995 consist of bank repurchase agreements ($450,000 in 1994). 4. MORTGAGE NOTE PAYABLE The Partnership has a mortgage note payable of $1,326,600 due July 1, 1998, with interest due monthly at 1% over the bank's prime rate which was 8.5% at December 31, 1995. The mortgage note is collateralized by a first deed of trust on Oak Grove Commons which has a net book value of approximately $3,283,000 at December 31, 1995. Effective July 1995, principal payments are due in monthly installments of $5,400 plus interest to July 1998 when remaining unpaid principal is due. In accordance with Statement of Financial Accounting Standards No. 107, "Disclosures about Fair Value of Financial Instruments", the estimated fair 8 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 and estimated fair value of the Partnership's debt at December 31, 1995 are summarized as follows: Carrying Estimated Amount Fair Value ------------ ------------ Mortgage note payable $ 1,326,600 $ 1,326,600 Fair value estimates are made at a specific point in time, are subjective in nature and involve uncertainties and matters of significant judgment. Settlement of the Partnership's debt obligations at fair value may not be possible and may not be a prudent management decision. The potential loss on extinguishment at December 31, 1995 does not take into consideration expenses that would be incurred to settle the debt obligations at fair value. 5. RENTAL REVENUES UNDER OPERATING LEASES Minimum future rental revenues under noncancelable operating leases in effect as of December 31, 1995 are as follows: 1996 $ 1,523,000 1997 1,066,000 1998 568,000 1999 184,000 2000 84,000 ------------ Total $ 3,425,000 ============ 6. 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. 9 The comparison of financial statement and income tax reporting is as follows: Financial Income Statement Tax ------------ ------------ 1995: Net income (loss) $ 187,776 $ (188,391) Partners' equity 5,367,489 7,801,685 1994: Net income (loss) $ 6,623 $ (416,148) Partners' equity 5,390,570 8,200,940 1993: Net income (loss) $ 27,480 $ (399,713) Partners' equity 5,594,797 8,827,938 * * * * * * 10 NOONEY INCOME FUND LTD., L.P. (A LIMITED PARTNERSHIP) SCHEDULE - RECONCILIATION OF PARTNERS' EQUITY (DEFICIT) DECEMBER 31, 1995, 1994 AND 1993 - ------------------------------------------------------------------------------------------------------------ The reconciliation of partners' equity (deficit) between financial statements and income tax basis is as follows:
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 ============ ============ ============ December 31, 1994 ---------------------------------------- Limited General Partners Partners Total ------------ ------------ ------------ Balance per statement of partners' equity (deficit) $ 5,476,372 $ (85,802) $ 5,390,570 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 14,831 151 14,982 Writedown of investment property not recognized for income tax purposes 3,050,874 31,126 3,082,000 ------------ ------------ ------------ 10,364,399 (54,525) 10,309,874 Less: Excess depreciation deducted for income tax purposes 1,980,252 20,194 2,000,446 Rent concessions not recognized for income tax purposes 107,392 1,096 108,488 ------------ ------------ ------------ Balance (deficit) per tax return $ 8,276,755 $ (75,815) $ 8,200,940 ============ ============ ============
11
December 31, 1993 ---------------------------------------- Limited General Partners Partners Total ------------ ------------ ------------ Balance per statement of partners' equity (deficit) $ 5,651,150 $ (83,833) $ 5,567,317 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 18,355 196 18,551 Writedown of investment property not recognized for income tax purposes 3,050,874 31,126 3,082,000 ------------ ------------ ------------ 10,542,701 (52,511) 10,490,190 Less: Excess depreciation deducted for income tax purposes 1,123,547 11,462 1,135,009 Rent concessions not recognized for income tax purposes 126,242 1,288 127,530 ------------ ------------ ------------ Balance (deficit) per tax return $ 9,292,912 $ (65,261) $ 9,227,651 ============ ============ ============
12 NOONEY INCOME FUND LTD., L.P. (A LIMITED PARTNERSHIP) SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 1995 - ------------------------------------------------------------------------------------------------------------
Column A Column B Column C - ---------------------------------------------------- ------------ ---------------------------------------- Initial Cost to Partnership ---------------------------------------- Buildings and Encumbrances Land Improvements Total ------------ ------------ ------------ ------------ Oak Grove Commons Office/Warehouse Downers Grove, Illinois $1,326,600 $ 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 $1,326,600 $1,946,169 $10,588,597 $12,534,766 ============ ============ ============ ============ Column A Column D Column E - ---------------------------------------------------- ------------ ---------------------------------------- Costs Gross Amount at Which Capitalized Carried at Close of Period Subsequent to ---------------------------------------- Acquisition Buildings and Land Improvements Total ------------ ------------ ------------ ------------ Oak Grove Commons Office/Warehouse Downers Grove, Illinois $ (186,242) $ 936,122 $4,096,205 $ 5,032,327 Leawood Fountain Plaza Office Complex (76% undivided interest), Leawood, Kansas (2,147,361) 1,010,047 4,158,789 5,168,836 ------------ ------------ ------------ ------------ $(2,333,603) $1,946,169 $8,254,994 $10,201,163 ============ ============ ============ ============ Amounts shown are net of assets written-off and the following writedowns: Leawood Fountain Plaza Office Complex $2,389,000 Oak Grove Commons Office/Warehouse 693,000
13
Column A Column F Column G Column H Column I - ---------------------------------------------------- ------------ ------------ ------------ ------------ Life on Which Depreciation in Latest Income Accumulated Date of Date Statement is Depreciation Construction Acquired Computed ------------ ------------ ------------ ------------ Oak Grove Commons Office/Warehouse Downers Grove, Illinois $1,749,369 1972, 1976 1/24/84 30 years Leawood Fountain Plaza Office Complex (76% undivided interest), Leawood, Kansas 2,314,553 1982, 1983 2/20/85 30 years ------------ Total $4,063,922 ============ (Continued)
14 NOONEY INCOME FUND LTD., L.P. (A LIMITED PARTNERSHIP) SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 - ------------------------------------------------------------------------------------------------------------
1995 1994 1993 ------------ ------------ ------------ (A) Reconciliation of amounts in Column E: Balance at beginning of period $ 9,904,782 $ 9,757,411 $ 9,726,692 Add - Cost of improvements 444,649 310,209 173,530 Less - Cost of disposals 148,268 162,838 142,811 ------------ ------------ ------------ Balance at end of period $10,201,163 $ 9,904,782 $ 9,757,411 ============ ============ ============ (B) Reconciliation of amounts in Column F: Balance at beginning of period $ 3,772,564 $ 3,545,143 $ 3,307,894 Add - Provision during the period 439,626 390,259 380,060 Less - Depreciation on disposals 148,268 162,838 142,811 ------------ ------------ ------------ Balance at end of period $ 4,063,922 $ 3,772,564 $ 3,545,143 ============ ============ ============ (C) The aggregate cost of real estate owned for federal income tax purposes $13,283,163 $12,986,782 $12,839,411 ============ ============ ============ (Concluded)
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