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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q – QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

(Mark One)

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2017March 31, 2018

 

Or

 

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ____________

__________________ to ______________________________

 

 

Commission File Number:

0-8952

 

SB PARTNERS

(Exact name of registrant as specified in its charter)

   

New York

 

13-6294787

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

   
   

1 New Haven Avenue,, Suite 102A, Milford, CT.

 

06460

(Address of principal executive offices)

 

(Zip Code)

 

(203) 283-9593

(Registrant's telephone number, including area code)

 
 

(Former name, former address and former fiscal year, if changed since last report.)

 

 

Table of Contents

 

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. [X] Yes [ ] No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsubmit and post such files). [ X ] Yes [ ] No

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company, or an emerging growth company. See the definitions of large“large accelerated filer,”filer”, “accelerated filer,” “smallerfiler”, “non-accelerated filer” and “small reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

[ ] large accelerated filerfiler     [ ] accelerated filer     [X] non-accelerated filer     [ ] small reporting company     [ ] emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). [ ] Yes [X] No

 

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. [ ] Yes [ ] No

Not Applicable

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

 

Not Applicable

 

 

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SB PARTNERS

 

INDEX

 

Part I

Financial Information

 
   

Item 1

Financial Statements

 
   
 

Consolidated BalanceBalance Sheets as of June 30, 2017March 31, 2018 (unaudited) and December 31, 20162017 (audited)

1

   
 

Consolidated Statements of Operations (unaudited) for the three and six months ended June 30,March 31, 2018 and 2017 and 2016

2

   
 

Consolidated Statements of Changes in Partners' Equity (Deficit) (unaudited) for the sixthree months ended June 30, 2017 March 31, 2018 

3

   
 

Consolidated Statements of Cash Flows (unaudited) for the sixthree months ended June 30,March 31, 2018 and 2017 and 2016

4

   
 

Notes to Consolidated Financial Statements (unaudited) 

5 – 8

   

Item 2

Management's Discussion and Analysis of Financial Condition and Results of Operations

9 – 11

   

Item 3

Quantitative and Qualitative Disclosures about Market Risk

1212

   

Item 4T

Controls and Procedures

1212

   
   

Part II

Other Information

1212

   
 

Signatures

1313

   
 

Exhibit 31

14-15

   

 

Exhibit 32

1616

 

 

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1

ITEM 1. FINANCIAL STATEMENTS

SB PARTNERS

(A New York Limited Partnership)

CONSOLIDATED BALANCE SHEETS

 

  

June 30,

  

December 31,

 
  

2017 (Unaudited)

  

2016 (Audited)

 
         

Assets:

        

Investments -

        

Real estate, at cost

        

Land

 $470,000  $470,000 

Buildings, furnishings and improvements

  5,016,185   5,016,185 

Less - accumulated depreciation

  (2,006,016)  (1,927,326)
   3,480,169   3,558,859 
         

Investment in Sentinel Omaha, LLC, net of reserve for fair value of $13,251,109 and $13,575,238 at June 30, 2017 and December 31, 2016, respectively

  30,919,252   25,211,157 
   34,399,421   28,770,016 
         

Other Assets -

        

Cash and cash equivalents

  1,348,302   1,327,197 

Cash in escrow

  502,493   501,145 

Other

  1,121   7,363 
         

Total assets

 $36,251,337  $30,605,721 
         

Liabilities:

        

Loan payable, net of unamortized deferred finance costs of $18,198 and $29,118 at June 30, 2017 and December 31, 2016, respectively

 $5,708,392  $5,731,355 

Accounts payable

  408,291   419,755 

Tenant security deposit

  100,015   98,616 

Accrued expenses

  2,689,839   2,460,857 
         

Total liabilities

  8,906,537   8,710,583 
         

Partners' Equity (Deficit):

        

Units of partnership interest without par value;

        

Limited partner - 7,753 units

  27,359,709   21,910,750 

General partner - 1 unit

  (14,909)  (15,612)
         

Total partners' equity

  27,344,800   21,895,138 
         

Total liabilities and partners' equity

 $36,251,337  $30,605,721 

See notes to consolidated financial statements


2

SB PARTNERS

(A New York Limited Partnership)

CONSOLIDATED STATEMENTS OF OPERATIONS 

  

For the Three Months Ended June 30,

  

For the Six Months Ended June 30,

 
  

2017

  

2016

  

2017

  

2016

 

Revenues:

                

Base rental income

 $178,772  $173,492  $357,544  $346,984 

Other rental income

  87,452   88,238   174,904   176,476 

Interest income

  1,576   1,051   2,730   1,633 
                 

Total revenues

  267,800   262,781   535,178   525,093 
                 

Expenses:

                

Real estate operating expenses

  68,704   62,610   135,832   150,337 

Amortization of deferred financing costs

  5,460   5,460   10,920   10,920 

Depreciation

  39,345   39,336   78,690   78,672 

Real estate taxes

  30,882   31,666   61,763   63,331 

Management fees

  221,718   217,136   442,101   433,330 

Other

  31,785   33,634   64,305   67,984 
                 

Total expenses

  397,894   389,842   793,611   804,574 
                 

Loss from operations

  (130,094)  (127,061)  (258,433)  (279,481)
                 

Equity in net income of investment

  1,934,067   3,289,592   5,383,966   5,262,392 
                 

Reserve for value of investment

  1,531,594   (1,644,796)  324,129   (2,631,195)
                 

Net income

  3,335,567   1,517,735   5,449,662   2,351,716 
                 

Income allocated to general partner

  430   196   703   303 
                 

Income allocated to limited partners

 $3,335,137  $1,517,539  $5,448,959  $2,351,413 
                 

Income per unit of limited partnership interest (basic and diluted)

                
                 

Net income

 $430.23  $195.76  $702.91  $303.33 
                 

Weighted Average Number of Units of Limited Partnership Interest Outstanding

  7,753   7,753   7,753   7,753 

See notes to consolidated financial statements


3

SB PARTNERS

(A New York Limited Partnership)

 

CONSOLIDATED BALANCE SHEETS

  

March 31,

  

December 31,

 
  

2018 (Unaudited)

  

2017 (Audited)

 
         

Assets:

        

Investments -

        

Real estate, at cost

        

Land

 $470,000  $470,000 

Buildings, furnishings and improvements

  5,081,365   5,081,365 

Less - accumulated depreciation

  (2,124,611)  (2,084,846)
   3,426,754   3,466,519 
         

Investment in Sentinel Omaha, LLC, net of reserve for fair value of $10,243,635 and $12,526,608 at March 31, 2018 and December 31, 2017, respectively

  40,974,535   37,579,824 
   44,401,289   41,046,343 
         

Other Assets -

        

Cash and cash equivalents

  1,504,625   1,449,927 

Cash in escrow

  506,314   504,778 

Other

  4,046   7,019 
         
Total assets $46,416,274  $43,008,067 
         

Liabilities:

        

Loan payable, net of unamortized deferred finance costs of $1,820 and $7,279 at March 31, 2018 and December 31, 2017, respectively

 $5,724,770  $5,719,311 

Accounts payable

  531,562   516,793 

Tenant security deposit

  101,414   101,414 

Accrued expenses

  3,042,548   2,922,943 
         
Total liabilities  9,400,294   9,260,461 
         

Partners' Equity (Deficit):

        

Units of partnership interest without par value;

        

Limited partner - 7,753 units

  37,029,641   33,761,689 

General partner - 1 unit

  (13,661)  (14,083)
         
Total partners' equity  37,015,980   33,747,606 
         
Total liabilities and partners' equity $46,416,274  $43,008,067 

See notes to consolidated financial statements


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2

SB PARTNERS

(A New York Limited Partnership)

CONSOLIDATED STATEMENTS OF OPERATIONS

  

For the Three Months Ended March 31,

 
  

2018

  

2017

 

Revenues:

        

Base rental income

 $184,203  $178,772 

Other rental income

  87,041   87,452 

Interest income

  2,537   1,154 
         
Total revenues  273,781   267,378 
         

Expenses:

        

Real estate operating expenses

  67,786   67,122 

Amortization of deferred financing costs

  5,460   5,460 

Depreciation

  39,765   39,345 

Real estate taxes

  30,468   30,881 

Management fees

  226,164   220,383 

Other

  30,475   32,520 
         
Total expenses  400,118   395,711 
         

Loss from operations

  (126,337)  (128,333)
         

Equity in net income of investment

  1,111,737   3,449,898 
         

Decrease (increase) in reserve for value of investment

  2,282,974   (1,207,464)
         

Net income

  3,268,374   2,114,101 
         

Income allocated to general partner

  422   273 
         

Income allocated to limited partners

 $3,267,952  $2,113,828 
         

Income per unit of limited partnership interest (basic and diluted)

        
         

Net income

 $421.56  $272.68 
         

Weighted Average Number of Units of Limited Partnership Interest Outstanding

  7,753   7,753 

See notes to consolidated financial statements


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3

SB PARTNERS

(A New York Limited Partnership)

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIT)

For theSixthe Three Months EEnded March 31, 2018nded June 30, 2017 (Unaudited)

 

Limited Partners:

                                        
            

Units of Partnership Interest

             
 

Units of Partnership Interest

                                 
                     

Number

  

Amount

  

Cumulative Cash Distributions

  

Accumulated Income

  

Total

 
 

Number

  

Amount

  

Cumulative Cash Distributions

  

Accumulated Income

  

Total

                     
                    

Balance, January 1, 2017

  7,753  $119,968,973  $(111,721,586) $13,663,363  $21,910,750 

Balance, January 1, 2018

  7,753  $119,968,973  $(111,721,586) $25,514,302  $33,761,689 

Net income for the period

  -   -   -   5,448,959   5,448,959   -   -   -   3,267,952   3,267,952 

Balance, June 30, 2017

  7,753  $119,968,973  $(111,721,586) $19,112,322  $27,359,709 

Balance, March 31, 2018

  7,753  $119,968,973  $(111,721,586) $28,782,254  $37,029,641 

 

 

General Partner:

                    
  

Units of Partnership Interest

             
                     
  

Number

  

Amount

  

Cumulative Cash Distributions

  

Accumulated Income

  

Total

 
                     

Balance, January 1, 2018

  1  $10,000  $(26,364) $2,281  $(14,083)

Net income for the period

  -   -   -   422   422 

Balance, March 31, 2018

  1  $10,000  $(26,364) $2,703  $(13,661)

 

General Partner:

                    
                     
  

Units of Partnership Interest

             
                     
  

Number

  

Amount

  

Cumulative Cash Distributions

  

Accumulated (Losses)

  

Total

 
                     

Balance, January 1, 2017

  1  $10,000  $(26,364) $752  $(15,612)

Net income for the period

  -   -   -   703   703 

Balance, June 30, 2017

  1  $10,000  $(26,364) $1,455  $(14,909)

See notes to consolidated financial statements.

 

 

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4

SB PARTNERS

(A New York Limited PartnershipPartnership))

 

CONSOLIDATEDSTATEMENTS OF CASHFLOWS (Unaudited)

 

  

For the Six Months Ended June 30,

 
  

2017

  

2016

 
         

Cash Flows From Operating Activities:

        

Net income

 $5,449,662  $2,351,716 

Adjustments to reconcile net income to net cash provided by operating activities:

        

Equity in net (income) of investment

  (5,383,966)  (5,262,392)

Reserve for fair value of investment

  (324,129)  2,631,195 

Depreciation and amortization

  89,610   89,592 

Net decrease in operating assets

  6,242   12,100 

Net (decrease) in accounts payable

  (11,464)  (18,112)

Net increase in tenant security deposit

  1,399   1,399 

Net increase in accrued expenses

  228,982   220,209 
         

Net cash provided by operating activites

  56,336   25,707 
         

Cash Flows From Investing Activities:

        

Interest earned on capital reserve escrow acount

  (1,348)  (308)
         

Net cash (used in) investing activites

  (1,348)  (308)
         

Cash Flows From Financing Activities:

        

Repayment of loan payable

  (33,883)  (226,415)

Decrease in restricted cash

  -   200,000 
         

Net cash (used in) financing activities

  (33,883)  (26,415)
         

Net change in cash and cash equivalents

  21,105   (1,016)
         

Cash and cash equivalents at beginning of period

  1,327,197   1,206,899 
         

Cash and cash equivalents at end of period

 $1,348,302  $1,205,883 
  

For the Three Months Ended March 31,

 
  

2018

  

2017

 
         

Cash Flows From Operating Activities:

        

Net income

 $3,268,374  $2,114,101 

Adjustments to reconcile net income to net cash provided by operating activities:

        

Equity in net (income) of investment

  (1,111,737)  (3,449,898)

(Decrease) increase in reserve for value of investment

  (2,282,974)  1,207,464 

Depreciation and amortization

  45,225   44,805 

Net decrease in operating assets

  2,972   3,121 

Net increase (decrease) in accounts payable

  14,769   (2,051)

Net increase in accrued expenses

  119,605   113,820 
         

Net cash provided by operating activites and net change in cash and cash equivalents and cash in escrow

  56,234   31,362 
         

Cash and cash equivalents and cash in escrow at beginning of period

  1,954,705   1,828,342 
         

Cash and cash equivalents and cash in escrow at end of period

 $2,010,939  $1,859,704 

 

See notes to consolidated financial statements

 

 

 

5

SB PARTNERS

Notes to Consolidated Financial Statements (Unaudited)

 

(1) ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

SB Partners, a New York limited partnership, and its subsidiaries (collectively, the "Partnership" or the “Registrant”), have been engaged since April 1971 in acquiring, operating, and holding for investment a varying portfolio of real estate interests. SB Partners Real Estate Corporation (the "General Partner") serves as the general partner of the Partnership.

 

The consolidated financial statements included herein are unaudited; however, the information reflects all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary to a fair presentation of the financial position, results of operations and cash flows for the interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Partnership’s latest annual report on Form 10-K.

 

The results of operations for the three and six monthsmonth period ended June 30, 2017March 31, 2018 are not necessarily indicative of the results to be expected for a full year.

 

For a discussion of the significant accounting and financial reporting policies of the Partnership, refer to the Annual Report on Form 1010–K for the year ended December 31, 2016.2017.

 

(2)(2) RECLASSIFICATION

In November 2016, the Financial Accounting Standards Board issued Accounting Standards Update No. 2016 – 18, Restricted Cash (ASU 2016 – 18). ASU 2016 – 18 requires the statement of cash flows to explain the change during the period in the total cash and cash equivalents and amounts generally described as restricted cash. ASU 2016 – 18 is effective for annual reporting periods beginning after December 15, 2017. The new guidance has been applied retrospectively to each prior period presented.

(3) INVESTMENTS IN REAL ESTATE

As of June 30, 2017,March 31, 2018, the Partnership owns an industrial flex property in Maple Grove, Minnesota. The following is the cost basis and accumulated depreciation of the real estate investment owned by the Partnership at June 30, 2017March 31, 2018 and December 31, 2016.2017.

  

No. of

  

Year of

      

Real Estate at Cost

 

Type

 

Prop.

  

Acquisition

  

Description (sf)

  

3/31/2018

  

12/31/2017

 
                     

Industrial flex property

  1   2002   60,345  $5,551,365  $5,551,365 
                     

Less: Accumulated depreciation

              (2,124,611)  (2,084,846)
                     

Investment in real estate

             $3,426,754  $3,466,519 

 

 

  

No. of

  

Year of

   

Real Estate at Cost

 

Type

 

Prop.

  

Acquisition

 

Description

 

6/30/2017

  

12/31/2016

 
                  

Industrial flex property

     2002  

60,345 sf

 $5,486,185  $5,486,185 
                  

Less: Accumulated depreciation

           (2,006,016)  (1,927,326)
                  

Investment in real estate

          $3,480,169  $3,558,859 

(3)(4) ASSETS MEASURED AT FAIR VALUE

 

The accounting guidance for fair value measurementsFair Value Measurements establishes a framework for measuring fair value that includes a hierarchy used to classify the inputs used in determining fair value. The hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three levels. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level of input that is significant to the fair value measurement.

 

Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value is calculated based on the assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity.

 

6

The three levels of fair value hierarchy are described below:

 

 

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities;

 

 

Level 2 - Quoted prices in active markets for similar assets and liabilities or quoted prices in less active dealer or broker markets;

 

 

Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurement and are unobservable.

 


6

The following major categories of assets were measured at fair value as of June 30, 2017March 31, 2018 and December 31, 2016, respectively:2017:

 

 

Level 3:

  

June 30,

  

Level 3:

  

March 31,

 
 

Significant

  

2017

  

Significant

  

2018

 
 

Unobservable

  

(Unaudited)

  

Unobservable

  

(Unaudited)

 
 

Inputs

  

Total

  

Inputs

  

Total

 
                

Assets

                

Investment in Sentinel Omaha, LLC

 $44,170,361  $44,170,361  $51,218,170  $51,218,170 

Reserve for fair value of investment

  (13,251,109)  (13,251,109)  (10,243,635)  (10,243,635)
                

Total assets

 $30,919,252  $30,919,252  $40,974,535  $40,974,535 

 

 

Level 3:

  

December 31,

  

Level 3:

  

December 31,

 
 

Significant

  

2016

  

Significant

  

2017

 
 

Unobservable

  

(Audited)

  

Unobservable

  

(Audited)

 
 

Inputs

  

Total

  

Inputs

  

Total

 
                

Assets

                

Investment in Sentinel Omaha, LLC

 $38,786,395  $38,786,395  $50,106,432  $50,106,432 

Reserve for fair value of investment

  (13,575,238)  (13,575,238)  (12,526,608)  (12,526,608)
                

Total assets

 $25,211,157  $25,211,157  $37,579,824  $37,579,824 

 

The following is a reconciliation of the beginning and ending balances for assets measured at fair value using significant unobservable inputs (Level 3) during the periods ended June 30, 2017March 31, 2018 and December 31, 2016:2017:

 

 

Investment in

  

Reserve for

      

Investment in

  

Reserve for

     
 

Sentinel

  

fair value

      

Sentinel

  

fair value

     
 

Omaha, LLC

  

of investment

  

Total

  

Omaha, LLC

  

of investment

  

Total

 
                        

Balance at January 1, 2016

 $28,891,652  $(14,445,826) $14,445,826 

Balance at January 1, 2017

 $38,786,395  $(13,575,238) $25,211,157 

Equity in net income of investment

  9,894,743   -   9,894,743   11,320,037   -   11,320,037 

Decrease in reserve

  -   870,588   870,588   -   1,048,630   1,048,630 

Balance at December 31, 2016

  38,786,395   (13,575,238)  25,211,157 

Balance at December 31, 2017

  50,106,432   (12,526,608)  37,579,824 

Equity in net income of investment

  5,383,966   -   5,383,966   1,111,737   -   1,111,737 

Decrease in reserve

  -   324,129   324,129   -   2,282,974   2,282,974 

Balance at June 30, 2017

 $44,170,361  $(13,251,109) $30,919,252 

Balance at March 31, 2018

 $51,218,169  $(10,243,634) $40,974,535 

 

On September 30, 2015, Omaha refinanced six properties which had been encumbered by a single secured credit facility with a high fixed interest rate. Previously, a refinancing of the secured credit facility would have required significant prepayment penalties which made a refinancing cost prohibitive. On September 30, 2015, the prepayment penalties were reduced enough that combined with stronger valuation rates, each property’s borrowing capacity was sufficient to support a new separate mortgage with enough combined proceeds to pay off the credit facility and the prepayment penalties. The six new mortgages have lower interest rates although the new interest rates are floating rates, which are subject to changes in the credit markets. Omaha is precluded from making distributions to its investors until its unsecured loan iswas paid in full. However, based onOmaha’s unsecured loan which as of December 31, 2017 had a reviewbalance of $20,859,322 had a maturity date of December 31, 2017. During 2017, Omaha exercised its one option to extend the 2015 property operations and applying the terms of the new mortgages and barring any unforeseen downturn in the real estate and capital markets, the Partnership anticipated Omaha has a more likely than not chancematurity date to improve the operations of the real estate assets, sell the assets at values sufficient to pay off the mortgages and after paying off the unsecured bank loan, make distributions to its investors for a portion of the original capital invested. Therefore, the PartnershipJune 30, 2018. Registrant as of the year ended December 31, 20152017 had recognized a value in the Omaha investment equal to the Partnership’sRegistrant’s 30% portion of the equity reported on Omaha’s balance sheet as of December 31, 20152017 less a 50%25% reserve. During 2016, the net operating income reported for Omaha’s properties continuedfirst quarter of 2018, Omaha sold its garden apartment property in Asheville, North Carolina and its garden apartment property in Fresno, California. Net sales proceeds were used first to improve which led to an increase in its real estate valuation. Omaha continued to make payments on its unsecured loan. However, Omaha’s mortgagespaying selling expenses and unsecured loan are encumbered with floating interest rates which began to increase near the end of 2016. As of the period ended December 31, 2016 the Partnership had recognized a value in the Omaha investment equal to the Partnership’s 30% portion of the equity reported on Omaha’s balance sheet as of December 31, 2016 less a 35% reserve. Omaha’s unsecured loan which as of June 30, 2017 has a balance of $27,034,322 has a maturity date of December 31, 2017 with one option to extend the maturity date to June 30, 2018. It is unlikely Omaha will be able to pay off the unsecured loan from net operating cash flow or refinancing proceeds. Omaha will have to sell one or more of its properties which will reduce its net cash flow from operations which could be available for distribution to its investors after the unsecured loan is paid off. During the three months ended June 30, 2017 Omaha sold one property located in Daytona, Florida and two properties located in Fayetteville, North Carolina. Net sales proceeds inmortgage securing each transaction were used to first pay off each property’s secured mortgage and remaining net salesproperty. Remaining proceeds were used to pay downfully retire the remaining balance of Omaha’s unsecured loan. As of the period ended June 30, 2017 the Partnership has recognized a value in the Omaha investment equal to the Partnership’s 30% portion of the equity reported on Omaha’s balance sheetRegistrant as of June 30, 2017 less a 30% reserve.March 31, 2018 has reduced the reserve to 20%.

 

 

7

 

(4)(5) INVESTMENT IN SENTINEL OMAHA, LLC

In 2007, the Partnership made an investment in the amount of $37,200,000 in Sentinel Omaha, LLC (“Omaha”). Omaha is a real estate investment company which as of June 30, 2017March 31, 2018 owns 119 multifamily properties in 86 markets. Omaha is an affiliate of the Registrant’s general partner. The investment represents a 30% ownership interest in Omaha.

 

The following are the condensed financial statements (000’s(000’s omitted) of Omaha as of and for the periods ended June 30, 2017March 31, 2018 and December 31, 2016.2017.

 

 

(Unaudited)

  

(Audited)

  

(Unaudited)

  

(Audited)

 

Balance Sheet

 

June 30, 2017

  

December 31, 2016

  

March 31, 2018

  

December 31, 2017

 
                

Investment in real estate, net

 $353,100  $378,460  $296,400  $368,600 

Other assets

  13,106   10,749   23,303   10,556 

Debt

  (215,024)  (254,913)  (145,695)  (207,187)

Other liabilities

  (3,947)  (5,008)  (3,281)  (4,948)

Net assets

 $147,235  $129,288 

Member's equity

 $170,727  $167,021 

 

 

(Unaudited)

      

(Unaudited)

 

Statement of Operations

 

June 30, 2017

      

March 31, 2018

 
            

Rent and other income

 $21,750      $9,341 

Real estate operating expenses

  (11,094)      (4,761)

Other expenses

  (3,463)      (1,649)

Net realized losses

  (20,794)    

Net unrealized income

  31,548     

Net realized gains

  9,919 

Net unrealized losses

  (9,145)
            

Net increase in net assets

 $17,947      $3,705 

 

(5)

(6)  LOAN PAYABLE

       Loan payable consists of the following:

 

      

Annual

      

Net Carrying Amount

       

Annual

      

Net Carrying Amount

 
 

Interest

   

Installment

  

Amount Due

  

June 30,

  

December 31,

  

Interest

   

Installment

  

Amount Due

  

March 31,

  

December 31,

 

Property

 

Rate

 

Maturity Date

 

Payments

  

at Maturity

  

2017

  

2016

  

Rate

 

Maturity Date

 

Payments

  

at Maturity

  

2018

  

2017

 
                                          

Bank Loan (a):

                                          

Note B

  0.000%

Apr-18

  -   5,726,590  $5,726,590  $5,760,473   0.000%

Apr-19

  -   5,726,590  $5,726,590  $5,726,590 

Less: unamortized finance costs

               (18,198)  (29,118)               (1,820)  (7,279)
                                          

Loan payable

              $5,708,392  $5,731,355               $5,724,770  $5,719,311 

 

 

(a)(a)

On September 17, 2007, the Partnership entered into a bank loan (the “Loan”) with a bank (“Holder”) in the amount of $22,000,000, which matured on October 1, 2008.$22,000,000. On April 29, 2011, the PartnershipHolder and Holderthe Partnership executed a new loan agreementLoan Agreement (“Loan Agreement”) on. Registrant paid down a portion of the following terms:Loan using the net sales proceeds from the sale of 175 Ambassador Drive in 2011. Registrant made a further pay down, including fully retiring Note A, using the net sales proceeds from the sale of Lino Lakes in 2015. The terms of the remaining bank loan are:

 

 

1)

In connection with the execution of the Loan Agreement, the Partnership was required to make an immediate payment to Holder of $11,930,430, reducing the balance due under the unsecured credit facility to $10,069,570. The payment was made from proceeds resulting from the sale of 175 Ambassador Drive. Additional proceeds from the sale were used to pay Holder’s legal and appraisal costs and to fund a reserve account for future tenant improvement and leasing costs, as needed. The remaining outstanding obligation in the amount of $10,069,570 was divided into two notes (“Note A” and “Note B;” together, the “Notes”).


8

2)

Note A which had a balance of $3,768,751 as of September 18, 2015 was paid off in full using proceeds from the sale of Lino Lakes.

3)

Note B in the amount of $5,726,590$5,726,590 has a maturity date of April 29, 2018. The Partnership has three one-year options to extend the maturity date if certain conditions are satisfied. Note B previously accrued interest at an annual fixed rate of 5% but only until all interest and principal had been paid in full on Note A. Accrued interest related to Note B in the amount of $1,335,833 was paid off in full on September 18, 2015 using sales proceeds from the sale of Lino Lakes. Thereafter Note B does not accrue any interest.

8

Except as discussed below, payments of principal are deferred until Registrant’s investment in Sentinel Omaha LLC (“Omaha”) pays distributions to the Partnership or the Partnership sells Eagle Lake Business Center IV or its investment in Omaha. Distributions from Omaha or net proceeds from the sale of Eagle IV or Omaha would be used first to pay the outstanding principal balance of Note B. If there are no distributions from Omaha prior to the Note B maturity, principal is due at maturity, subject to the above mentioned extensions.

On January 30, 2018, the Partnership sent notice to Holder to exercise its first one year option to extend the maturity date to April 29, 2019, which Holder has acknowledged.

 

 

4)2)

Note B may be voluntarily prepaid upon notice to the Holder, subject to certain requirements as to the application of payments. The Partnership’s obligations under the Notes may be accelerated upon default.

 

 

5)3)

On September 17, 2015, the Partnership sold Lino Lakes. An amount of $200,000 of net sales proceeds had been held in reserve pending the expiration of the representations and warranties period as stipulated in the sales contract. On March 15, 2016, the representation and warranties period expired. There were no charges made against this reserve, therefore in March 2016, the $200,000 was used to further pay down the principal balance of the Note B in accordance with the terms of the Loan Agreement. Until the Partnership’s obligations under Note B is satisfied in full, the Partnership is required to pay a portion of its net operating income (after payment of certain permitted expenses), and the net proceeds from the sale, transfer or refinancing of its remaining properties and investments, toward Note B while retaining the other portion to increase cash reserves. On May 16, 2016, the partnership paid $26,415 to the Holder to pay down a portion of the outstanding balance of Note B. On May 26, 2017, the partnership paid $33,883 to the Holder to pay down a portion of the outstanding balance of Note B. While the obligation under Note B is outstanding, the Partnership is precluded from making distributions to its partners.

 

 

6)4)

The Partnership,, its general partner and the Holder also entered into a Management Subordination Agreement accruing a portion of the investment management fee payable by the Partnership to its general partner so long as Note B remains outstanding. As of June 30, 2017March 31, 2018 and December 31, 2016, $2,689,8392017, $3,042,548 and $2,460,857,$2,922,943, respectively of investment management fees have been accrued and are included in accrued expenses on the balance sheet.

 

 

7)5)

As additionaladditional security for the Partnership’s payment of its obligations under the Loan Agreement, the Partnership, through its wholly-owned subsidiary Eagle IV Realty, LLC, has executed a Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Financing Statement (“Eagle IV Security Agreement”) and a Pledge Agreement (“Eagle IV Pledge Agreement”) in favor of Holder. The Eagle IV Security Agreement provides Holder with a security interest on the Partnership’s property located in Maple Grove, Minnesota (“Eagle IV”) of up to $5,000,000. The Eagle IV Pledge Agreement pledges to Holder the Partnership’s membership interest in Eagle IV Realty, LLC, the direct owner of Eagle IV. The Partnership has no other debt obligation secured by Eagle IV. The Loan Agreement also provides for a negative pledge on the Partnership’s remaining property and investment.

 

9

ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS 
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE THREEMONTHS ENDED MARCH 31, 2018 AND 2017

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FOR THE THREEAND SIX MONTHS ENDED JUNE 30, 2017 AND 2016

General

 

The consolidated financial statements for the three and six months ended June 30,March 31, 2018 and 2017 and 2016 reflect the operations of one wholly owned industrial flex property located in Maple Grove, Minnesota and a 30% interest in Omaha.

 

Registrant’sRegistrant’s wholly owned property located in Maple Grove, Minnesota is 100% leased to a single tenant whose lease expires October 31, 2019. The tenant has an ongoing option to terminate the lease under certain conditions. One of the conditions is the payment of an early termination penalty the calculation of which is based on the remaining time period in the lease. Another condition is the tenant must provide notice twelve months prior to the termination. As of June 30, 2017,March 31, 2018, Registrant has not received any notice from the tenant. The tenant pays fixed base rent which increases approximately 3% each year. The tenant pays directly or reimburses Registrant for all utilities, real estate taxes, insurance and most of the property operating expenses and property management fees.

 

Sentinel Omaha LLC’s portfolio consists of 108 garden apartment properties and one high rise apartment property. Leases generally are for one year or less. Tenants generally pay fixed rent plus utilities used by tenant.

 

Results of Operations

 

Total revenues from continuing operations for the three months ended June 30, 2017March 31, 2018 increased $5,000$7,000 to approximately $268,000$274,000 as compared to approximately $263,000$267,000 for the three months ended June 30, 2016.March 31, 2017. Total revenues increased due to an increase in base rental income and interest income. Base rental income increased $6,000$5,000 to approximately $179,000$184,000 for the three months ended June 30, 2017March 31, 2018 as compared to the same period in 20162017 due to an increase in base rent at Registrant’s property located in Maple Grove, MN. Interest income increased due to an increase in interest rates. Other rental income decreased slightly. Interest income increased slightly.

 

The Registrant reported a net loss from operations of approximately $130,000$126,000 for the three months ended June 30, 2017,March 31, 2018, an increaseimprovement of $3,000$2,000 as compared to a net loss from operations of approximately $127,000$128,000 for the same period in 2016. Net loss from operations consists of net income from the Maple Grove property offset by partnership income and expenses. The increase of loss from operations was due to higher total expenses partially offset by higher total revenues. Total expenses from operations for 2017 increased $8,000 to approximately $398,000 from approximately $390,000 in 2016, due primarily to increases in real estate operating expenses and management fee expense of $6,000 and $5,000, respectively.

Total revenues from continuing operations for the six months ended June 30, 2017 increased $10,000 to approximately $535,000 as compared to approximately $525,000 for the six months ended June 30, 2016. Total revenues increased due to an increase in base rental income. Base rental income increased $11,000 to approximately $358,000 for the six months ended June 30, 2017 as compared to the same period in 2016 due to an increase in base rent at Registrant’s property located in Maple Grove, MN. Other rental income decreased slightly. Interest income increased slightly.

The Registrant reported a net loss from operations of approximately $258,000 for the six months ended June 30, 2017, an improvement of $21,000 as compared to a net loss from operations of approximately $279,000 for the same period in 2016.2017. Net loss from operations consists of net income from the Maple Grove property offset by partnership income and expenses. The decrease of loss from operations was due to lower total expenses combined with higher total revenues.revenues partially offset by higher total expenses. Total expenses from operations for 2017 decreased $11,0002018 increased $4,000 to approximately $794,000$400,000 from approximately $805,000$396,000 in 2016,2017, due primarily to decreases in real estate operating expenses and professional fees. This decrease was partially offset by an increase in management fee expense of $9,000.$6,000 partially offset by a decrease in professional fees of $2,000.

 

The Registrant has a 30% non-controlling interest in Omaha that is accounted for on a fair value basis. Under the terms of its unsecured bank loan Omaha is precluded from making distributions to its investors, including the Registrant, until its unsecured loan is paid in full. Net increase in net assets increased $406,000decreased $7,794,000 to approximately $17,947,000$3,705,000 for the sixthree months ended June 30, 2017March 31, 2018 compared to net increase in net assets of approximately $17,541,000$11,499,000 for the same period in 2016. Due to the global financial crisis, stagnant real estate market and slowing economy, Omaha reported a net write-down of the value of its real estate portfolio of approximately $100,852,000 during 2008 to 2014.2017. During 2015 and 2016 capitalization rates for older properties in tertiary markets where Omaha owns most of its properties, generally were lower than for the prior years. Physical and economic occupancy improved at the properties during 2015 and market rates increased during 2016. However, occupancy at two large properties which rely on tenants from a local military base declined due to deployments during 2016. Job growth continued to improve but at a slow pace. For the years 2015 and 2016, as real estate values recovered Omaha reported an increase in the value of its portfolio of $88,512,000. During the second quarter of 2017, Omaha sold its garden apartment property in Daytona, Florida and sold both garden apartment properties located in Fayetteville, North Carolina. Net sales proceeds in each transaction were used to first pay selling expenses and pay off each property’s secured mortgagemortgage. Remaining net sales proceeds were used to reduce Omaha’s unsecured loan. During the twelve months ended December 31, 2017, Omaha reported a net increase in the value of its remaining real estate portfolio of $33,815,000. During the quarter ended March 31, 2018, Omaha sold its garden apartment property in Asheville, North Carolina and remainingits garden apartment property in Fresno, California. Net sales proceeds in each transaction were used to first pay selling expenses and pay off each property’s secured mortgage. Remaining net sales proceeds were used to pay downoff Omaha’s unsecured loan. During the first sixthree months of 2017,ended March 31, 2018, Omaha reported a net increase in the value of its remaining real estate portfolio of $16,269,000. $1,075,000.

During 2017 the floating rates on Omaha loans increased as short term LIBOR rates increased. The one month LIBOR rate increased from an average of (0.7164%) during December 2016 the net operating income reported for Omaha’s properties continued to improve which allowed Omaha to continue to make payments on its unsecured loan. However, Omaha’s mortgages and unsecured loan are encumbered with floatingan average of (1.4925%) during December 2017. Fixed mortgage interest rates which startedfor multi-family properties of similar class and location as Omaha’s portfolio also increased during 2017 from an approximate range of 4.10% to increase4.15% in early 2017 to 4.35% to 4.50% near the end of 20162017. Mortgage interest rates are expected to continue to increase in 2018 as the U.S. Federal Reserve continues a policy to increase the Federal Funds Rate. Although increases in fixed mortgage rates do not impact the operating cash flow of the Omaha properties directly, increases in fixed and duringfloating rates on commercial mortgage debt can have a negative impact on capitalization rates and the first halfsales prices Sentinel Omaha may achieve in the future.

As noted above, Registrant’s only wholly owned property is 100% leased to a single tenant. If the tenant does not renew or if the tenant exercises its termination option, the Registrant would have no internal source of 2017. As mentioned above,funds until the space is released to a new tenant or Registrant receives distributions from Sentinel Omaha. Registrant may have to consider that it would be in the best interests of the limited partners to sell its investment in Sentinel Omaha during the second quarter of 2017 madeand/or sell its wholly owned property. Registrant would not have considered a pay downsale of its 30% non-controlling investment in Omaha in prior years due to Omaha’s unsecured debt. Selling the investment in Omaha while Omaha had a significant unsecured loan using net sales proceeds fromwith an upcoming maturity would have likely realized a sale price for the sale of three properties. Omaha’sinvestment that would be heavily discounted reflecting the unsecured loan which as of June 30, 2017 has a balance of $27,034,322 has a maturity date of December 31, 2017.debt risk. However, since Sentinel Omaha has one option to extendin the maturity date to June 30, 2018. It is unlikely Omaha will be able to paypast two years paid off the unsecured loan from net operating cash flow or refinancing proceeds. Omaha will havedebt along with improving performance at the properties, the debt risk is estimated to sell one or more of the remaining properties which will reduce its net cash flow from operations which could be available for distributionlower. The investment in a 30% non-controlling interest would still be valued at a discount due to the investors afterlack of liquidity. Registrant will continue to report a reserve on the value of Omaha on its books but due to the payoff of Omaha's unsecured loan in 2017, the reserve is paid off. Registrant had in 2015 recognized a value in the Omaha investment equal to Registrant’s 30% portion of the equity reported on Omaha’s balance sheetreduced from 25% as of December 31, 2015 less a 50% reserve. However the above mentioned improvement in Omaha’s real estate values and operations had allowed Registrant2017 to reduce the reserve in 2016 to 35%20% as of DecemberMarch 31, 2016 and further in 2017. Registrant as of June 30, 2017 has recognized a value in the Omaha investment equal to Registrant’s 30% portion of the equity reported on Omaha’s balance sheet as of June 30, 2016 less a 30% reserve.2018.

 

 

 

10

 

For additional analysis, please refer to the discussions of the individual properties below.

 

This report on Form 10-Q includes statements that constitute "forward looking statements" within the meaning of Section 27(A) of the Securities Act of 1933 and Section 21(E) of the Securities Exchange Act of 1934 and that are intended to come within the safe harbor protection provided by those sections. By their nature, all forward looking statements involve risks and uncertainties as further described in the Registrant’sRegistrant’s latest annual report on Form 10-K. Actual results may differ materially from those contemplated by the forward looking statements.

 

CRITICAL ACCOUNTING POLICIES

 

The Registrant’s critical accounting policies are described in its Annual Report on Form 10-K for the year ended December 31, 2016.2017. There were no significant changes to such policies in 2017.2018. There are no accounting pronouncements or interpretations that have been issued, but not yet adopted, that Registrant believes will have a material impact on its consolidated financial statements.

 

Liquidity and Capital Resources

 

As of June 30, 2017,March 31, 2018, the Registrant had cash and cash equivalents of approximately $1,348,000.$1,505,000. These balances are approximately $21,000$55,000 higher than cash and cash equivalents held on December 31, 2016.2017. Cash and cash equivalents increased slightly during the sixthree months ended June 30, 2017March 31, 2018 due to cash flow generated from operating activities at Registrant’s wholly owned property partially offset by partnership expenses and pay down of the loan payable.expenses.

 

Currently, Registrant’s only source of cash is rental income received from the tenant who leases 100% of the leasable space at Registrant’s wholly owned property in Maple Grove. The tenant reimburses Registrant for real estate taxes, insurance and most of the properties’ operating expenses leaving a significant portion of the base rent received available to fund capital improvements and partnership administrative expenses. A portion of any remaining annual cash flow is used to pay down the principal balance of Note B in accordance with the Loan Agreement while the remaining cash income is retained by Registrant as cash reserves. As part of Registrant and the Holder restructuring the bank loan in 2011, Registrant set aside $500,000 in escrow to be held and used only to pay the costs to re-tenant the space at Registrant’s wholly owned property if Registrant’s tenant defaults on its lease or exercises its right to terminate the lease early or fails to renew.

 

Total outstanding debt at June 30, 2017March 31, 2018 consists of Note B at $5,726,590. Under the terms of the Loan Agreement, when Note A was repaid, interest on the Note B stopped accruing. Note B matures April 29, 2018. Registrant has three one-year options to extend the maturity date if certain conditions are satisfied. On January 30, 2018, the Partnership sent notice to Holder to exercise its first one year option to extend the maturity date to April 29, 2019, which Holder has acknowledged. If the Registrant does not have funds on hand sufficient to repay its indebtedness at maturity, the Registrant may need to refinance such indebtedness with new debt financing or provide necessary funds through equity offering(s) or other sources, if available. The Registrant may be unable to obtain a loan which will be sufficient to retire the existing loan. If it is unable to refinance this indebtedness on acceptable terms, the Registrant may be forced to liquidate its remaining assets upon disadvantageous terms, which could result in losses to the Registrant and adversely affect the amount of cash reserves. If general economic conditions result in higher interest rates at a time when the Registrant must refinance its indebtedness, the Registrant's interest expense could increase, which would adversely affect the Registrant's results of operations and financial condition. The Registrant has no other debt except normal trade accounts payable and accrued investment management fees.

 

During the quarter, inflation and changing prices did not significantly affect the markets in which the Registrant conducts its business, or the Registrant's business overall.

 

Registrant anticipates cash flow generated from the property located in Maple Grove and current cash reserves will be sufficient to cover operating and capital improvement costs and other working capital requirements of the Registrant so long as the tenant remains in place.

 


11

Eagle Lake Business Center IV (Maple Grove, Minnesota)

 

Total revenues for the three months ended June 30, 2017March 31, 2018 increased $4,000$5,000 to approximately $266,000$271,000 as compared to approximately $262,000$266,000 for the three months ended June 30, 2016. The property reported higher base rental income and slightly lower other rental income. Base rental income was higher in 2017 due to a scheduled increase in the base rent. Net operating income, which includes deductions for depreciation, increased $1,000 for the three months ended June 30, 2017 to approximately $158,000 from approximately $157,000 for the three months ended June 30, 2016 due primarily to higher total revenues offset by higher operating expenses. Operating expenses were higher due to higher repairs expenses and insurance premiums.

Total revenues for the six months ended June 30, 2017 increased $9,000 to approximately $532,000 as compared to approximately $523,000 for the six months ended June 30, 2016.March 31, 2017. The property reported higher base rental income and slightly lower other rental income. Base rental income was higher in 20172018 due to a scheduled increase in the base rent. Net operating income, which includes deductions for depreciation, increased $13,000decreased $4,000 for the sixthree months ended June 30, 2017March 31, 2018 to approximately $323,000$161,000 from approximately $310,000$165,000 for the sixthree months ended June 30, 2016March 31, 2017 due primarily to higher operating expenses partially offset by higher total revenues combined with lower operating expenses.revenues. Operating expenses were lowerhigher due to lowerhigher utilities expenses and real estate taxes.repairs expenses.


11

 

Investment in Sentinel Omaha, LLC

 

Comparison of three months ended June 30, 2017March 31, 2018 to June 30, 2016:March 31, 2017:

 

As of June 30, 2017,March 31, 2018, the Omaha portfolio consisted of 119 multi-family properties located in 86 markets.

Omaha’s total revenues for the three months ended June 30, 2017March 31, 2018 were approximately $10,463,000.$9,341,000. Income before realized losses and net unrealized income was approximately $3,272,000.$2,931,000. Major expenses included approximately $1,667,000$1,586,000 for interest expense, $976,000$705,000 for repairs and maintenance, $1,353,000$1,283,000 for payroll, and $1,400,000$1,209,000 for real estate taxes. Omaha reported realizednet unrealized losses of $20,794,000approximately $9,145,000 and net unrealized incomerealized gains of approximately $23,969,000$9,919,000 resulting in a net increase in net assets of approximately $6,447,000.$3,705,000. For the three months ended June 30, 2017,March 31, 2018, the Registrant’s 30% equity interest in the net increase in net assetsincome of Omaha was approximately $1,934,000.$1,112,000. Registrant recognized a reserve of 30%reserves 20% of the reported value of Omaha on its balance sheet. sheet for March 31, 2018.

The reserve for value was adjusted in conjunction with recording the equity income for the quarter ended June 30, 2017.March 31, 2018. As a result, Registrant reported net income from equity interest in net increase in net assetsincome of Omaha for the quarter ended June 30, 2017March 31, 2018 of $3,466,000.$3,395,000.

 

Omaha’sOmaha’s total revenues for the three months ended June 30, 2016March 31, 2017 were approximately $10,944,000.$11,287,000. Income before net unrealized income was approximately $4,103,000.$3,922,000. Major expenses included approximately $1,614,000$1,626,000 for interest expense, $964,000$820,000 for repairs and maintenance, $1,442,000$1,664,000 for payroll, and $1,061,000$1,342,000 for real estate taxes. Omaha reported net unrealized income of approximately $6,862,000$7,577,000 resulting in a net increase in net assets of approximately $10,965,000.$11,499,000. For the three months ended June 30, 2016,March 31, 2017, the Registrant’s 30% equity interest in the net increase in net assetsincome of Omaha was approximately $3,290,000.$3,450,000. Registrant reserved 50%35% of the reported value of Omaha on its balance sheet.sheet as of March 31, 2017.

 The reserve for value was adjusted in conjunction with recording the equity income for the quarter ended June 30, 2016. As a result, Registrant reported net equity in net increase in net assets of Omaha for the quarter ended June 30, 2016 of $1,645,000.

Comparison of six months ended June 30, 2017 to June 30, 2016:

Omaha’s total revenues for the six months ended June 30, 2017 were approximately $21,750,000. Income before realized losses and net unrealized income was approximately $7,193,000. Major expenses included approximately $3,293,000 for interest expense, $1,796,000 for repairs and maintenance, $3,017,000 for payroll, and $2,742,000 for real estate taxes. Omaha reported realized losses of $20,794,000 and net unrealized income of approximately $31,548,000 resulting in net increase in net assets of approximately $17,947,000. For the six months ended June 30, 2017, the Registrant’s 30% equity interest in the net increase in net assets of Omaha was approximately $5,384,000. Registrant recognized a reserve of 30% of the reported value of Omaha on its balance sheet. The reserve for value was adjusted in conjunction with recording the equity income for the six months ended June 30,March 31, 2017. As a result, Registrant reported net income from equity interest in net increase in net assetsincome of Omaha for the six monthsquarter ended June 30,March 31, 2017 of $5,708,000.

Omaha’s total revenues for the six months ended June 30, 2016 were approximately $21,774,000. Income before net unrealized income was approximately $8,148,000. Major expenses included approximately $3,270,000 for interest expense, $1,746,000 for repairs and maintenance, $2,932,000 for payroll, and $2,211,000 for real estate taxes. Omaha reported net unrealized income of approximately $9,393,000 resulting in net increase in net assets of approximately $17,541,000. For the six months ended June 30, 2016, the Registrant’s 30% equity interest in the net increase in net assets of Omaha was approximately $5,262,000. Registrant reserved 50% of the reported value of Omaha on its balance sheet. The reserve for value was adjusted in conjunction with recording the equity income for the six months ended June 30, 2016. As a result, Registrant reported net equity in net increase in net assets of Omaha for the six months ended June 30, 2016 of $2,631,000.$2,242,000.

 

 

 

12

 

ITEM 3.

 

None

 

ITEM 4.

CONTROLS AND PROCEDURES

 

 

(a)

The Chief Executive Officer and the Principal Accounting & Financial Officer of the general partner of SB Partners have evaluated the disclosure controls and procedures relating to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2017March 31, 2018 as filed with the Securities and Exchange Commission and have judged such controls and procedures to be effective.

   
 (b)The Chief Executive Officer and the Principal Accounting and Financial Officer of the general partner of SB Partners have evaluated the internal control over financial reporting relating to the Registrant’s Quarterly Report on form 10-Q for the period ended June 30, 2017March 31, 2018 and have identified no changes in the Registrant’s internal controls that have materially affected or are reasonably likely to materially affect the Registrant’s internal controls over financial reporting.

 

 

PART II – OTHER INFORMATION

 

ITEM 6.

EXHIBITS

 

Exhibit No.Description 
  
31.1Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
31.2Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
32.1Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  
32.2Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  
101.INS**XBRL Instance
  
101.SCH**XBRL Taxonomy Extension Schema
  
101.CAL**XBRL Taxonomy Extension Calculation
  
101.DEF**XBRL Taxonomy Extension Definition
  
101.LAB**XBRL Taxonomy Extension Labels
  

101.PRE**

XBRL Taxonomy Extension Presentation

** XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 

13

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

  

SB PARTNERS

  

(Registrant)

   
 

By:

SB PARTNERS REAL ESTATE CORPORATION

  

General Partner

   

Dated: AugustMay 10, 20172018

By:

/s/ George N. Tietjen III

  

George N. Tietjen III

  

Chief Executive Officer

   
  

Principal Financial & Accounting Officer

Dated: AugustMay 10, 20172018

By:

/s/ John H. Zoeller

  

John H. Zoeller

  

Chief Financial Officer