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