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, 1996
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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 __________________________
Commission file number 0-13241
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NOONEY INCOME FUND LTD., L.P.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Missouri 43-1302570
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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
-----------------------------
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
None Not Applicable
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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 16
<PAGE>
_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, 1997, 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, 1997 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.
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PART I
ITEM 1: BUSINESS
It should be noted that this 10-K contains forward-looking information (as
defined in the Private Securities Litigation Reform Act of 1995) that involves
risk and uncertainty, including trends in the real estate investment market,
projected leasing and sales, and the future prospects for the Registrant. Actual
results could differ materially from those contemplated by such statements.
Nooney Income Fund Ltd., L.P. (the "Registrant") is a limited partnership formed
under the Missouri Uniform Limited Partnership Law on October 12, 1983, to
invest, on an all-cash basis, in income-producing real properties such as
shopping centers, office buildings and office/warehouse properties. The
Registrant originally invested in three real properties. One of the properties
was sold in 1991. The remaining two properties are described in Item 2 below.
The Registrant's primary investment objectives are to preserve and protect the
Limited Partners' capital, provide the maximum possible cash distributions to
the Partners, and provide for capital growth through appreciation in property
values. The term of the Registrant is until December 31, 2083. It was originally
anticipated that the Registrant would sell or finance its properties within
approximately five to ten years after their acquisition. The depression of real
estate values experienced nationwide from 1988 to 1993 lengthened this time
frame in order to achieve the goal of capital appreciation.
The real estate investment market began to improve in 1994, continued this
improvement in 1995 and 1996, and is expected to further continue its
improvement over the next several years. Management believes this trend should
increase the value of the Registrant's properties in the future. The Registrant
is intended to be self-liquidating and proceeds, if any, from the sale or
refinancing of the Registrant's real property investments will not be invested
in new properties but will be distributed to the Partners or, at the discretion
of the General Partners, applied to capital improvements or the payment of
indebtedness with respect to, existing properties, the payment of other expenses
or the establishment of reserves. (See Item 7: Management's Discussion and
Analysis of Financial Condition and Results of Operations.)
The business in which the Registrant is engaged is highly competitive. The
Registrant's investment properties are located in or near major urban areas and
are subject to competition from other similar types of properties in such areas.
The Registrant competes for tenants for its properties with numerous other real
estate limited partnerships, as well as with individuals, corporations, real
estate investment trusts and other entities engaged in real estate investment
activities. Such competition is based on such factors as location, rent
schedules and services and amenities provided.
The Registrant has no employees. Property management services for the
Registrant's investment properties are provided by Nooney Krombach Company, an
affiliate of the General Partners.
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ITEM 2: PROPERTIES
On January 24, 1984, the Registrant purchased Oak Grove Commons, an
office/warehouse complex located on Brook Drive in the city of Downer's Grove,
Illinois, a suburb of Chicago. The purchase price of the complex was $5,218,569.
Oak Grove Commons consists of three adjoining single-story buildings constructed
of brick veneer with concrete block backing which contain a total of
approximately 137,000 net rentable square feet and are located on a 7.6 acre
site which provides paved parking for 303 cars. The complex, which is 40% office
space and 60% bulk warehouse, was 95% leased by 26 tenants at December 31, 1996.
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 39 tenants at
December 31, 1996.
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, 1996,
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* FOOT LEASED SQUARE FOOTAGE EXPIRATION
- -------- ---- ---------- ---------- ------ -------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Oak Grove
Commons 137,000 $ 827,000 $6.32 95% None
Leawood Fountain Midwest Mechanical (11%) 1998
Plaza 82,000 $1,140,000 $15.19 92% Family Medical Care of 1999
Kansas City (10%)
* Represents 100% of Base Rent. Registrant has 76% ownership in Leawood Fountain Plaza
</TABLE>
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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, 1996.
PART II
ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
As of February 1, 1997, there were 1,415 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
------------- -------------- ------------- --------------
1995 -0- $ 6.25 -0- $ 6.25
1996 -0- $ 6.25 -0- $ 12.50
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<PAGE>
ITEM 6: SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------------------------------------
1996 1995 1994 1993 1992
(Not covered by independent auditors' report)
<S> <C> <C> <C> <C> <C>
Rental and other income $1,778,074 $ 1,688,761 $1,430,841 $ 1,467,106 $ 1,538,893
Net income (loss) 175,285 187,776 6,623 27,480 (603,794)
Data per limited partnership unit:
Net income (loss) 9.57 11.01 (0.80) 1.79 (39.37)
Cash distributions - investment income 9.57 11.01 -- 1.79 --
Cash distributions - return of capital 9.18 1.49 12.50 -- --
Weighted average limited partnership units outstanding 15,180 15,180 15,180 15,180 15,180
At year-end:
Total assets 6,883,366 7,029,025 7,107,722 7,303,864 7,354,693
Investment property, net 5,835,751 6,137,241 6,132,218 6,212,268 6,418,798
Mortgage note payable 1,261,800 1,326,600 1,387,200 1,443,600 1,500,000
Partners' equity 5,226,492 5,367,489 5,390,570 5,594,797 5,567,317
See Item 7: Management's Discussion and Analysis for discussion of comparability of items.
</TABLE>
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<PAGE>
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, 1996, is $797,225, an increase of $140,321 from
the year ended December 31, 1995. The increase in cash can be attributable to a
decrease in capital expenditures at both properties when comparing 1996 to 1995.
The Registrant expects the capital expenditures during 1997 will be adequately
funded by current cash reserves and the properties' operating cash flow. The
anticipated capital expenditures in 1997 by property are as follows:
Other Leasing
Capital Capital Total
----------------------------------
Oak Grove Commons $119,982 $133,151 $253,133
Leawood Fountain Plaza (76%) 153,081 95,570 248,651
-----------------------------------
$273,063 $228,721 $501,784
===================================
At Oak Grove Commons and Leawood Fountain Plaza, the Registrant anticipates
leasing capital in the amount of $228,721 to fund tenant alterations and lease
commissions for new and renewal tenants. At Oak Grove Commons, the Registrant
anticipates spending other capital for resurfacing the parking lot ($64,298) and
structural repairs to one end of the building which is sinking ($55,000). At
Leawood Fountain Plaza, the Registrant anticipates spending other capital for
sidewalk and structural repairs, remodeling the second floor restrooms and
replacing the exterior lighting. In addition, $76,000 is anticipated to be spent
to upgrade the sprinkler system throughout all three buildings of the complex to
bring it in compliance with the current city codes.
Results of Operations
The results of operations for the Registrant's properties for the years ended
December 31, 1996, 1995 and 1994 are detailed in the schedule below. Expenses of
the Registrant are excluded.
Oak Grove Leawood Fountain
Commons Plaza (76%)
-------------------------------
1996
----
Revenues $881,453 $907,803
Expenses 718,405 881,027
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Net Income $163,048 $ 26,776
===========================
1995
----
Revenues $830,756 $884,141
Expenses 696,118 817,258
---------------------------
Net Income $134,638 $ 66,883
===========================
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<PAGE>
1994
----
Revenues $618,665 $816,099
Expenses 660,503 781,593
----------------------------
Net Income (Loss) $(41,838) $ 34,506
============================
At Oak Grove Commons net income increased for the third year in a row. The
change from 1995 to 1996 is attributable to an increase in the base rental
revenues and an increase in the common area maintenance reimbursement income
accrued at year end. As indicated in last year's report, the large increase in
income between 1994 and 1995 was the result of significant re-leasing of the
property during 1995. As revenues have increased, expenses have also. Expenses
increased from $696,118 to $718,405 in 1996. This increase is attributable to
the installation of upgraded fire alert equipment ($30,373). The first phase of
this project was completed in 1995. Parking lot expenditures ($26,780) increased
due to the first phase of the parking lot overlay being completed, real estate
taxes ($9,193), offset by a decrease in building repair and maintenance
($7,915).
At Leawood Fountain Plaza, revenues increased for the third year in a row
increasing $23,662 between 1995 and 1996. This increase in revenue during 1996
is attributable to an increase in the common area maintenance reimbursements
from tenants ($68,729) offset by a decrease in miscellaneous income ($50,996).
In 1995, a termination payment was received from a tenant who vacated their
space during 1995 which caused a non-reoccurring increase in revenues that year.
During 1995, expenses increased $35,665 when compared to 1994 expenses. The
increases were related to increases in amortization ($12,003), real estate taxes
($6,808), repairs and maintenance ($9,369), and administrative costs ($6,735)
offset by decreases in cleaning and parking lot expenditures. Expenses increased
$63,769 from 1995 to 1996. The increase in expenses was attributable to
increases in electric ($11,240), parking lot ($8,077), heating, ventilating and
air conditioning repair and maintenance ($7,190), and real estate taxes
($37,728).
The occupancy at the Registrant's properties at year-end remain at a high level.
The occupancy rates as of December 31 are as follows:
1996 1995 1994
--------------------------
Oak Grove Commons 95% 100% 90%
Leawood Fountain Plaza 92% 92% 90%
During the fourth quarter, the occupancy level at Oak Grove Commons decreased by
1% due to one tenant vacating 3,833 square feet and one new tenant occupying
2,103 square feet of space. For the year, leasing activity included new leases
of 8,054 square feet, renewal leases of 6,771 square feet, while tenants vacated
14,887 square feet. Oak Grove Commons has no tenants who occupy more than 10% of
the available space. At Leawood Fountain Plaza, occupancy increased during the
fourth quarter from 90% to 92%. The increase is attributable to new leases with
three tenants for a total of 3,207 square feet while one tenant occupying 811
square feet renewed and two tenants vacated 1,537 square feet. Occupancy at
year-end 1995 and 1996 was 92%. During 1996, the Registrant signed eight new
leases for 7,009 square feet, renewed leases with six tenants occupying 7,289
square feet, while seven tenants occupying 7,093 square feet vacated. The
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<PAGE>
property has two major tenants, one who occupies approximately 11% of the
available space whose lease expires in July 1998 and the second major tenant who
occupies approximately 10% of the available space whose lease expires in July of
1999.
1996 Comparisons
As of December 31, 1996, the Registrant's consolidated revenues are $1,798,369
compared to $1,707,296 for the year ended December 31, 1995. The increase in
revenue was $91,073, an increase of 5%. The increase in revenue is attributable
to rental increases at both properties. As previously stated, occupancies
remained high at both properties throughout all of 1996. The Registrants
consolidated expenses for the year ended December 31, 1996 are $1,623,084
compared to $1,519,520 for the year ended December 31, 1995. The increase in
expenses of $103,564 was a 7% increase. The increase is attributable mainly to
an increase in real estate taxes ($46,925), repairs and maintenance at both
properties ($38,506) and other operating expenses ($40,033), offset by decreases
in interest ($13,347) and depreciation and amortization ($29,163).
Net income for 1996 decreased $12,491 or $1.44 per partnership unit when
compared to the 1995 operating results. Cash flow provided from operations for
the year ended December 31, 1996, was $571,343 which allowed the Registrant to
fund capital expenditures of $113,980, distribute $316,282 to the partners and
reduce Oak Grove Commons debt by $64,800.
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 18%. 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
Registrant, through the use of an aggresive 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.
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<PAGE>
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 adminstrative 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 partners, and reduce Oak Grove Common's
debt by $60,600.
Inflation
The effects of inflation did not have a material impact upon the Registrant's
operation in fiscal l995 and 1996.
Interest Rates
Interest rates on floating rate debt remained flat during 1996. Future increases
in the prime interest rate can adversely affect the operations of the
Registrant.
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial Statements of the Registrant are filed herewith as Exhibit 99.3 and
are incorporated herein by reference (see Item 14(a)1). The supplementary
financial information specified by Item 302 of Regulation S-K is provided in
Item 7.
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The General Partners of the Registrant responsible for all aspects of the
Registrant's operations are Gregory J. Nooney, Jr., age 66, 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.
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<PAGE>
The background and experience of the General Partners are as follows:
Gregory J. Nooney, Jr. joined Nooney Company in 1954 and is currently Chairman
of the Board and Chief Executive Officer.
John J. Nooney is a Special General Partner of the Partnership and as such, does
not exercise control of the affairs of the Partnership.
John J. Nooney joined Nooney Company in 1958 and was President and Treasurer
until he resigned in 1992. Mr. Nooney is currently Chairman of the Board of
Dalton Investments, a real estate asset management firm.
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 an officer and 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
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<PAGE>
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 1996, cash distributions of $31,645 were paid to the General Partners by
the Registrant.
See Item 13 below for a discussion of transactions between the Registrant and
certain affiliates of the General Partners.
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
(a) Security Ownership of Certain Beneficial Owners.
No person is known to the Registrant to be the beneficial owner of more than 5%
of the outstanding Interests of the Registrant.
(b) Security Ownership of Management.
None of the General Partners is known to the Registrant to be the beneficial
owner, either directly or indirectly, of any Interests in the Registrant.
(c) Changes in Control.
There are no arrangements known to the Registrant, the operation of which may at
a subsequent date result in a change in control of the Registrant.
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
(a) Transactions with Management and Others.
Certain affiliates of the General Partners are entitled to certain fees and
other payments from the Registrant in connection with certain transactions of
the Registrant as more fully described under the headings "Compensation to
General Partners and Affiliates" on pages 9-10 and "Management" on pages 23-25
of the Prospectus, which are incorporated herein by reference.
Nooney Krombach Company, the manager of 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, 1996, the Registrant paid property management fees of $107,341 to Nooney
Krombach Company.
In addition, during 1996, 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.
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See Item 11 above for a discussion of cash distributions paid to the General
Partners during the year ended December 31, 1996.
(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, 1996, in connection with various
transactions.
(c) Indebtedness of Management.
Not Applicable.
(d) Transactions with promoters.
Not Applicable.
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<PAGE>
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 (deficiency in assets)
Statements of cash flows
Notes to financial statements
2. Financial Statement Schedules (filed herewith as
Exhibit 99.3):
Schedule - Reconciliation of partners' equity
(deficiency in assets) Schedule III - Real estate and
accumulated depreciation
All other schedules are omitted because they are
inapplicable or not required under the instructions.
3. Exhibits:
See Exhibit Index on Page 16.
(b) Reports on Form 8-K
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 16.
(d) Not Applicable
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) under the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
NOONEY INCOME FUND LTD., L.P.
Date: March 31 , 1997 /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
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EXHIBIT INDEX
Exhibit Page
Number Description Number
- ------ ----------- ------
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). N/A
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. N/A
99.1 List of Directorships in Response to Item 10. 17
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. N/A
99.3 Financial Statements and Schedules. 18-28
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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.
-17-
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, 1996 and 1995, and the related
statements of operations, partners' equity (deficit) and cash flows for each of
the three years in the period ended December 31, 1996. Our audits also included
the financial statement schedules listed in the index at Item 14(a)2. These
financial statements are the responsibility of the Partnership's general
partners. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's general partners, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of Nooney Income Fund Ltd., L.P. as of December
31, 1996 and 1995, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 1996 in conformity with
generally accepted accounting principles. Also, in our opinion, such financial
statement schedules, when considered in relation to the basic financial
statements taken as a whole, present fairly in all material respects the
information set forth therein.
DELOITTE & TOUCHE LLP
St. Louis, Missouri
February 14, 1997
- 18 -
<PAGE>
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
DECEMBER 31, 1996 AND 1995
- --------------------------------------------------------------------------------
ASSETS 1996 1995
CASH AND CASH EQUIVALENTS (Note 3) $ 797,225 $ 656,904
ACCOUNTS RECEIVABLE 175,325 117,000
INVESTMENT PROPERTY (Note 4):
Land 1,946,169 1,946,169
Buildings and improvements 8,304,934 8,254,994
------------ ------------
10,251,103 10,201,163
Less accumulated depreciation (4,415,352) (4,063,922)
------------ ------------
5,835,751 6,137,241
DEFERRED EXPENSES - At amortized cost 75,065 117,880
------------ ------------
TOTAL $ 6,883,366 $ 7,029,025
============ ============
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:
Accounts payable and accrued expenses $ 109,505 $ 72,550
Accrued real estate taxes 170,698 152,265
Refundable tenant deposits 114,871 110,121
Mortgage note payable (Note 4) 1,261,800 1,326,600
------------ ------------
Total liabilities 1,656,874 1,661,536
PARTNERS' EQUITY 5,226,492 5,367,489
------------ ------------
TOTAL $ 6,883,366 $ 7,029,025
============ ============
See notes to financial statements.
-19-
<PAGE>
<TABLE>
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
- ---------------------------------------------------------------------------------------------
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
REVENUES:
Rental and other income (Note 5) $1,778,074 $1,688,761 $ 1,430,841
Interest
20,295 18,535 18,695
---------- ---------- -----------
Total revenues 1,798,369 1,707,296 1,449,536
---------- ---------- -----------
EXPENSES:
Interest 121,761 135,108 116,278
Depreciation and amortization 466,190 495,353 436,603
Real estate taxes 247,299 200,374 208,179
Property management fees - related party (Note 2) 107,341 102,349 85,581
Repairs and maintenance 157,423 118,917 99,651
Utilities 135,789 120,171 117,897
Other operating expenses (includes $25,000
in each year to related party) (Note 2) 387,281 347,248 378,724
---------- ---------- -----------
Total expenses 1,623,084 1,519,520 1,442,913
---------- ---------- -----------
NET INCOME $ 175,285 $ 187,776 $ 6,623
========== ========== ===========
NET INCOME (LOSS) ALLOCATION:
General partners $ 29,947 $ 20,680 $ 18,853
Limited partners 145,338 167,096 (12,230)
LIMITED PARTNERS DATA:
Net income (loss) per unit $ 9.57 $ 11.01 $ (0.80)
========== ========== ===========
Cash distributions - investment income per unit $ 9.57 $ 11.01 $ --
========== ========== ===========
Cash distributions - return of capital per unit $ 9.18 $ 1.49 $ 12.50
========== ========== ===========
Weighted average limited partnership units outstanding
15,180 15,180 15,180
========== ========== ===========
See notes to financial statements.
-20-
</TABLE>
<PAGE>
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
- --------------------------------------------------------------------------------
Limited General
Partners Partners Total
BALANCE (DEFICIT), JANUARY 1, 1994 $ 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 (DEFICIT), 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 (DEFICIT), DECEMBER 31, 1995 5,453,701 (86,212) 5,367,489
Net income 145,339 29,946 175,285
Cash distributions (284,654) (31,628) (316,282)
----------- -------- -----------
BALANCE (DEFICIT), DECEMBER 31, 1996 $ 5,314,386 $(87,894) $ 5,226,492
=========== ======== ===========
See notes to financial statements.
-21-
<PAGE>
<TABLE>
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
- ---------------------------------------------------------------------------------------
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 175,285 $ 187,776 $ 6,623
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 415,470 439,626 390,259
Amortization of deferred expenses 50,720 55,727 46,344
Net changes in accounts affecting operations:
Accounts receivable (58,325) (8,019) 51,463
Deferred expenses (7,905) (51,967) (68,355)
Accounts payable and accrued expenses 36,955 (95) 33,079
Accrued real estate taxes 18,433 (6,080) (2,394)
Refundable tenant deposits 4,750 11,159 33,800
--------- --------- ---------
Net cash provided by operating activities 635,383 628,127 490,819
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES -
Net additions to investment property (113,980) (444,649) (310,209)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions to partners (316,282) (210,857) (210,850)
Payments on mortgage note payable (64,800) (60,600) (56,400)
--------- --------- ---------
Net cash used in financing activities (381,082) (271,457) (267,250)
--------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS 140,321 (87,979) (86,640)
CASH AND CASH EQUIVALENTS, BEGINNING OF
YEAR 656,904 744,883 831,523
--------- --------- ---------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 797,225 $ 656,904 $ 744,883
========= ========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid for interest $ 132,787 $ 135,443 $ 113,958
========= ========= =========
See notes to financial statements.
-22-
</TABLE>
<PAGE>
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
- --------------------------------------------------------------------------------
1. BUSINESS
Nooney Income Fund Ltd., L.P. (the "Partnership") is a limited partnership
organized under the laws of the State of Missouri on October 12, 1983 for
the purpose of investing in income-producing real properties, such as
shopping centers, office buildings, warehouses and other commercial
properties. The Partnership's portfolio is comprised of an
office/warehouse complex located in Downer's Grove, Illinois (Oak Grove
Commons) which generated 49.3% of rental and other income for the year
ended December 31, 1996, and an office complex in Leawood, Kansas (Leawood
Fountain Plaza) which generated 50.7% of rental and other income for the
year ended December 31, 1996.
The Partnership owns 100% of Oak Grove Commons and a 76% undivided
interest in Leawood Fountain Plaza.
The Partnership's proportionate share of the results of operations of
Leawood Fountain Plaza is included in the statements of operations of the
Partnership. The Partnership's proportionate share of the assets and
liabilities of Leawood Fountain Plaza is included in the balance sheets
presented.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements include only those assets, liabilities and
results of operations of the partners which relate to the business of the
Partnership. The statements do not include any assets, liabilities,
revenues or expenses attributable to the partners' individual activities.
No provision has been made for federal and state income taxes since these
taxes are the personal responsibility of the partners.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
The corporate general partner 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 $107,341, $102,349 and $85,581 for the years ended December 31, 1996,
1995 and 1994, 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.
The Partnership considers all highly liquid debt instruments with a
maturity of three months or less at date of purchase to be cash
equivalents.
-23-
<PAGE>
Investment property is recorded at the lower of cost or net realizable
value. Impairment is determined if the sum of the expected future cash
flows (undiscounted and without interest charges) is less than the
carrying amount of the property.
Buildings and improvements are depreciated over their estimated useful
lives using the straight-line method.
Deferred expenses consist of lease fees amortized over the terms of their
respective leases.
Lease agreements are accounted for as operating leases and rentals from
such leases are reported as revenues ratably over the terms of the leases.
Certain lease agreements provide for rent concessions. At December 31,
1996 accounts receivable include approximately $58,000 ($81,000 in 1995)
of accrued rent concessions 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.
3. CASH EQUIVALENTS
Cash equivalents at December 31, 1995 consisted of $95,000 of bank
repurchase agreements. There were no bank repurchase agreements at
December 31, 1996.
4. MORTGAGE NOTE PAYABLE
Mortgage note payable at December 31 consists of the following:
1996 1995
Note payable to bank, principal due
in monthly installments of $5,400 plus
interest at 1% over the bank's prime
rate (8.25% at December 31, 1996) to
July 1998 when remaining principal
is due $1,261,800 $1,326,600
========== ==========
The mortgage note is collateralized by a first deed of trust on Oak Grove
Commons which has a net book value of approximately $3,121,000 at December
31, 1996.
-24-
<PAGE>
In accordance with Statement of Financial Accounting Standards No. 107,
Disclosures about Fair Value of Financial Instruments, the estimated fair
value of mortgage notes payable with maturities greater than one year is
determined based on rates currently available to the Partnership for
mortgage notes with similar terms and remaining maturities as the present
value of expected cash flows. The carrying amount equals its estimated
fair value due to the variable nature of the debt.
5. RENTAL REVENUES UNDER OPERATING LEASES
Minimum future rental revenues under noncancelable operating leases in
effect as of December 31, 1996 are as follows:
1997 $1,658,000
1998 1,086,000
1999 559,000
2000 144,000
2001 32,000
----------
Total $3,479,000
==========
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.
The comparison of financial statement and income tax reporting is as
follows:
Financial Income
Statement Tax
1996:
Net income (loss) $ 175,285 $ (206,275)
Partners' equity 5,226,492 7,279,128
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
* * * * * *
-25-
<PAGE>
<TABLE>
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)
SCHEDULE - RECONCILIATION OF PARTNERS' EQUITY (DEFICIT)
DECEMBER 31, 1996, 1995 AND 1994
- ------------------------------------------------------------------------------------------------------------------------------------
The reconciliation of partners' equity (deficit) between financial statements and income tax basis is as follows:
<CAPTION>
December 31, 1996 December 31, 1995
-------------------------------------- -----------------------------------
Limited General Limited General
Partners Partners Total Partners Partners Total
<S> <C> <C> <C> <C> <C> <C>
Balance per statement of partners' equity (deficit) $5,314,386 $ (87,894) $ 5,226,492 $ 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 1,822,322 1,822,322
Prepaid rents included in income for income tax purposes (1,087) (11) (1,098) (1,087) (11) (1,098)
Writedown of investment property not recognized for
income tax purposes 3,050,874 31,126 3,082,000 3,050,874 31,126 3,082,000
----------- ---------- ----------- ----------- ---------- ----------
10,186,495 (56,779) 10,129,716 10,325,810 (55,097) 10,270,713
Less:
Excess depreciation deducted for income tax purposes 2,764,841 28,207 2,793,048 2,364,274 24,120 2,388,394
Rent concessions not recognized for income tax purposes 56,959 581 57,540 79,820 814 80,634
---------- ---------- ---------- ----------- ---------- ----------
Balance (deficit) per tax return $7,364,695 $ (85,567) $ 7,279,128 $ 7,881,716 $ (80,031) $ 7,801,685
========== ========== ========== =========== ========== ==========
</TABLE>
<TABLE>
<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>
-26-
<PAGE>
<TABLE>
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1996
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Column A Column B Column C Column D Column E
-------- -------- -------- -------- --------
Costs Gross Amount at Which
Initial Cost to Partnership Capitalized Carried at Close of Period
---------------------------------- Subsequent to -------------------------------
Buildings Acquisitions(1) Buildings
Encumbrances Land and Improvements Total Land and Improvements Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Oak Grove Commons Office/Warehouse
Complex Downers Grove, Illinois $1,261,800 $ 936,122 $ 4,282,447 $ 5,218,569 $ (175,319) $ 936,122 $4,107,128 $ 5,043,250
Leawood Fountain Plaza Office Complex
(76% undivided interest,
Leawood, Kansas 1,010,047 6,306,150 7,316,197 (2,108,344) 1,010,047 4,197,806 5,207,853
--------- --------- ---------- ---------- ---------- --------- --------- ----------
Total $1,261,800 $1,946,169 $10,588,597 $12,534,766 $(2,283,663) $1,946,169 $8,304,934 $10,251,103
========== ========== =========== =========== =========== ========== ========== ===========
</TABLE>
<TABLE>
Column F Column G Column H Column I
-------- -------- -------- --------
Life on
Which Depreciation
Accumulated Date of Date in Latest Income
Depreciation Construction Acquired Statement is Computed
<S> <C> <C> <C> <C>
Oak Grove Commons Office/Warehouse
Complex Downers Grove, Illinois $1,921,918 1972, 1976 1/24/84 30 years
Leawood Fountain Plaza Office Complex
(76% undivided interest),
Leawood, Kansas 2,493,434 1982, 1983 2/20/85 30 years
----------
Total $4,415,352
==========
(1) Amounts shown are net of assets written-off and the following writedowns:
Oak Grove Commons Office/Warehouse Complex $ 693,000
Leawood Fountain Plaza Office Complex 2,389,000
(Continued)
</TABLE>
-27-
<PAGE>
<TABLE>
NOONEY INCOME FUND LTD., L.P.
(A LIMITED PARTNERSHIP)
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
- ------------------------------------------------------------------------------------------------------------
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
(A) Reconciliation of amounts in Column E:
Balance at beginning of period $10,201,163 $ 9,904,782 $ 9,757,411
Add - Cost of improvements 113,980 444,649 310,209
Less - Cost of disposals (64,040) (148,268) (162,838)
----------- ----------- -----------
Balance at end of period $10,251,103 $10,201,163 $ 9,904,782
=========== =========== ===========
(B) Reconciliation of amounts in Column F:
Balance at beginning of period $ 4,063,922 $ 3,772,564 $ 3,545,143
Add - Provision during the period 415,470 439,626 390,259
Less - Depreciation on disposals (64,040) (148,268) (162,838)
----------- ----------- -----------
Balance at end of period $ 4,415,352 $ 4,063,922 $ 3,772,564
=========== =========== ===========
(C) The aggregate cost of real estate owned
for federal income tax purposes $13,333,103 $13,283,163 $12,986,782
=========== =========== ===========
(Concluded)
-28-
</TABLE>
<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> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 797,225
<SECURITIES> 0
<RECEIVABLES> 175,325
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 972,550
<PP&E> 10,251,103
<DEPRECIATION> 4,415,352
<TOTAL-ASSETS> 6,883,366
<CURRENT-LIABILITIES> 280,203
<BONDS> 1,261,800
0
0
<COMMON> 0
<OTHER-SE> 5,226,492
<TOTAL-LIABILITY-AND-EQUITY> 6,883,366
<SALES> 1,798,369
<TOTAL-REVENUES> 1,798,369
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,501,323
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 121,761
<INCOME-PRETAX> 175,285
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 175,285
<EPS-PRIMARY> 9.57
<EPS-DILUTED> 0
</TABLE>
