<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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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
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Commission file number 0-13241
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NOONEY INCOME FUND LTD., L.P.
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(Exact name of Registrant as specified in its charter)
Missouri 43-1302570
- ------------------------------------------- ----------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7701 Forsyth Boulevard, St. Louis, Missouri 63105
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(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
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None Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Interests
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(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
<PAGE> 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.
<PAGE> 3
PART I
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ITEM 1: BUSINESS
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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
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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
<PAGE> 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.
<TABLE>
<CAPTION>
AVERAGE
ANNUALIZED
EFFECTIVE
TOTAL BASE RENT PRINCIPAL TENANTS
SQUARE ANNUALIZED PER SQUARE PERCENT OVER 10% OF PROPERTY LEASE
PROPERTY FEET BASE RENT<F1> FOOT LEASED SQUARE FOOTAGE EXPIRATION
- ---------------------- ------- ------------- ---------- ------- --------------------------- ----------
<S> <C> <C> <C> <C> <C> <C>
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
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<FN>
<F1> Represents 100% of Base Rent. Registrant has 76% ownership in Leawood Fountain Plaza.
</TABLE>
ITEM 3: LEGAL PROCEEDINGS
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The Registrant is not a party to any material pending legal proceedings.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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There were no matters submitted to a vote of security holders during the fourth
quarter of the year ended December 31, 1995.
<PAGE> 5
PART II
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ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
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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.
<TABLE>
CASH DISTRIBUTIONS PAID PER LIMITED PARTNERSHIP UNIT
----------------------------------------------------
<CAPTION>
First Quarter Second Quarter Third Quarter Fourth Quarter
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
1994 -0- -0- -0- $12.50
1995 -0- $6.25 -0- $ 6.25
</TABLE>
ITEM 6: SELECTED FINANCIAL DATA
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<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------------------------------------
1995 1994 1993 1992 1991
------------ ------------ ------------ ------------ ------------
(Not covered by independent auditors' report)
<S> <C> <C> <C> <C> <C>
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
<FN>
See Item 7: Management's Discussion and Analysis for discussion of comparability of items.
</TABLE>
<PAGE> 6
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
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Liquidity and Capital Resources
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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:
<TABLE>
<CAPTION>
Other Leasing
Capital Capital Total
------------ ------------ ------------
<S> <C> <C> <C>
Oak Grove Commons $ 0 $22,550 $ 22,550
Leawood Fountain Plaza $45,700 $62,500 $108,200
------------ ------------ ------------
$45,700 $85,050 $130,750
============ ============ ============
</TABLE>
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.
<PAGE> 7
Results of Operations
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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.
<TABLE>
<CAPTION>
Oak Grove Leawood Fountain
Commons Plaza (76%)
---------------- ----------------
<S> <C> <C>
1995
- ----
Revenues $830,756 $884,141
Expenses 696,118 817,258
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Net Income $134,638 $ 66,883
================ ================
1994
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Revenues $618,665 $816,099
Expenses 660,503 781,593
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Net Income (Loss) $(41,838) $ 34,506
================ ================
1993
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Revenues $676,450 $795,824
Expenses 664,364 802,708
---------------- ----------------
Net Income (Loss) $ 12,086 $ (6,884)
================ ================
</TABLE>
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
<PAGE> 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:
<TABLE>
<CAPTION>
Occupancy rates at December 31, 1995
----------------------------------------
1995 1994 1993
------------ ------------ ------------
<S> <C> <C> <C>
Oak Grove Commons 100% 90% 64%
Leawood Fountain Plaza 92% 90% 89%
</TABLE>
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
<PAGE> 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
<PAGE> 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
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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
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None
PART III
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ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
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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.
<PAGE> 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.
<PAGE> 12
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
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(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.
<PAGE> 13
(d) Transactions with promoters.
Not Applicable.
PART IV
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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
<PAGE> 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
<PAGE> 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.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS FOR NOONEY INCOME FUND LTD., L.P. AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000725266
<NAME> NOONEY INCOME FUND LTD., L.P.
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 656,904
<SECURITIES> 0
<RECEIVABLES> 117,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 773,904
<PP&E> 10,201,163
<DEPRECIATION> 4,063,922
<TOTAL-ASSETS> 7,029,025
<CURRENT-LIABILITIES> 224,815
<BONDS> 1,326,600
0
0
<COMMON> 0
<OTHER-SE> 5,367,489
<TOTAL-LIABILITY-AND-EQUITY> 7,029,025
<SALES> 1,707,296
<TOTAL-REVENUES> 1,707,296
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,384,412
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 135,108
<INCOME-PRETAX> 187,776
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 187,776
<EPS-PRIMARY> 11.01
<EPS-DILUTED> 0
</TABLE>
<PAGE> 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.
<PAGE> 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
<PAGE> 2
<TABLE>
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
- ------------------------------------------------------------------------------------------------------------
<CAPTION>
1995 1994
------------ ------------
<S> <C> <C>
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
============ ============
<FN>
See notes to financial statements.
</TABLE>
<PAGE> 3
<TABLE>
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
- ------------------------------------------------------------------------------------------------------------
<CAPTION>
1995 1994 1993
------------ ------------ ------------
<S> <C> <C> <C>
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
============ ============ ============
<FN>
See notes to financial statements.
</TABLE>
<PAGE> 4
<TABLE>
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' EQUITY (DEFICIENCY IN ASSETS)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
- ------------------------------------------------------------------------------------------------------------
<CAPTION>
Limited General
Partners Partners Total
------------ ------------ ------------
<S> <C> <C> <C>
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
============ ============ ============
<FN>
See notes to financial statements.
</TABLE>
<PAGE> 5
<TABLE>
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
- ------------------------------------------------------------------------------------------------------------
<CAPTION>
1995 1994 1993
------------ ------------ ------------
<S> <C> <C> <C>
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
============ ============ ============
<FN>
See notes to financial statements.
</TABLE>
<PAGE> 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.
<PAGE> 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
<PAGE> 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.
<PAGE> 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
* * * * * *
<PAGE> 10
<TABLE>
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:
<CAPTION>
December 31, 1995
----------------------------------------
Limited General
Partners Partners Total
------------ ------------ ------------
<S> <C> <C> <C>
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
============ ============ ============
<CAPTION>
December 31, 1994
----------------------------------------
Limited General
Partners Partners Total
------------ ------------ ------------
<S> <C> <C> <C>
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
============ ============ ============
</TABLE>
<PAGE> 11
<TABLE>
<CAPTION>
December 31, 1993
----------------------------------------
Limited General
Partners Partners Total
------------ ------------ ------------
<S> <C> <C> <C>
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
============ ============ ============
</TABLE>
<PAGE> 12
<TABLE>
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995
- ------------------------------------------------------------------------------------------------------------
<CAPTION>
Column A Column B Column C
- ---------------------------------------------------- ------------ ----------------------------------------
Initial Cost to Partnership
----------------------------------------
Buildings and
Encumbrances Land Improvements Total
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
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
============ ============ ============ ============
<CAPTION>
Column A Column D Column E
- ---------------------------------------------------- ------------ ----------------------------------------
Costs Gross Amount at Which
Capitalized Carried at Close of Period
Subsequent to ----------------------------------------
Acquisition Buildings and
<F1> Land Improvements Total
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
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
============ ============ ============ ============
<FN>
<F1> 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
</TABLE>
<PAGE> 13
<TABLE>
<CAPTION>
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
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
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)
</TABLE>
<PAGE> 14
<TABLE>
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
- ------------------------------------------------------------------------------------------------------------
<CAPTION>
1995 1994 1993
------------ ------------ ------------
<S> <C> <C> <C>
(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)
</TABLE>
