Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Jun. 30, 2018 | Apr. 01, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP | ||
Entity Central Index Key | 0000825788 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 0 | ||
Trading Symbol | DIVXZ | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
INVESTMENT PROPERTIES: (Note 2) | ||
Land | $ 2,794,122 | $ 2,527,947 |
Buildings | 4,017,412 | 4,101,067 |
Accumulated depreciation | (3,776,718) | (3,745,299) |
Net investment properties | 3,034,816 | 2,883,715 |
OTHER ASSETS: | ||
Cash | 99,360 | 145,674 |
Cash held in Indemnification Trust (Note 8) | 464,710 | 457,821 |
Security deposits escrow | 74,681 | 64,513 |
Rents and other receivables | 533,344 | 595,399 |
Deferred tenant award proceeds escrow | 64,041 | 85,617 |
Prepaid insurance | 5,133 | 5,187 |
Utility deposit | 6,530 | 6,530 |
Properties held for sale | 317,151 | |
Deferred charges, net | 186,517 | 210,593 |
Total other assets | 1,434,316 | 1,888,485 |
Total assets | 4,469,132 | 4,772,200 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 33,573 | 30,507 |
Due to General Partner (Note 5) | 998 | 1,238 |
Deferred rent | 62,183 | 84,130 |
Security deposits | 74,340 | 64,340 |
Unearned rental income | 5,000 | |
Total current liabilities | 171,094 | 185,215 |
CONTINGENCIES AND COMMITMENTS (Notes 7 and 8) | ||
General Partner - | ||
Cumulative net income (retained earnings) | 368,941 | 365,316 |
Cumulative cash distributions | (152,900) | (151,449) |
Total general partners' capital | 216,041 | 213,867 |
Limited Partners (46,280.3 interests outstanding at December 31, 2018 and December 31, 2017) | ||
Capital contributions | 46,280,300 | 46,280,300 |
Offering costs | (6,921,832) | (6,921,832) |
Cumulative net income (retained earnings) | 42,891,026 | 42,532,147 |
Cumulative cash distributions | (77,327,268) | (76,677,268) |
Total limited partners' capital | 4,922,226 | 5,213,347 |
Cumulative net income (retained earnings) | 707,513 | 707,513 |
Cumulative cash distributions | (1,547,742) | (1,547,742) |
Total former general partners' capital | (840,229) | (840,229) |
Total partners' capital | 4,298,038 | 4,586,985 |
Total liabilities and partners' capital | $ 4,469,132 | $ 4,772,200 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Limited Partners' capital account, interests outstanding | 46,280.3 | 46,280.3 |
Statements of Income
Statements of Income - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
OPERATING REVENUES: | ||
Rental income (Note 4) | $ 1,383,724 | $ 1,483,879 |
TOTAL OPERATING REVENUES | 1,383,724 | 1,483,879 |
EXPENSES: | ||
Partnership management fees (Note 5) | 275,472 | 270,110 |
Insurance | 8,894 | 5,643 |
General and administrative | 63,444 | 61,356 |
Advisory Board fees and expenses | 10,500 | 10,500 |
Professional services | 469,234 | 282,927 |
Other property expenses | 11,537 | |
Depreciation | 166,050 | 124,142 |
Amortization | 24,077 | 30,014 |
TOTAL OPERATING EXPENSES | 1,029,208 | 784,692 |
Other interest income | 7,988 | 4,294 |
TOTAL OTHER INCOME | 7,988 | 4,294 |
INCOME FROM CONTINUING OPERATIONS | 362,504 | 703,481 |
INCOME (LOSS) FROM DISCONTINUED OPERATIONS (Note 2) | (15,982) | |
NET INCOME | 362,504 | 687,499 |
NET INCOME- GENERAL PARTNER | 3,625 | 6,875 |
NET INCOME- LIMITED PARTNERS | $ 358,879 | $ 680,624 |
PER LIMITED PARTNERSHIP INTEREST, Based on 46,280.3 interests outstanding: | ||
INCOME FROM CONTINUING OPERATIONS | $ 7.75 | $ 15.05 |
INCOME (LOSS) FROM DISCONTINUED OPERATIONS | (0.34) | |
NET INCOME PER LIMITED PARTNERSHIP INTEREST | $ 7.75 | $ 14.71 |
Statements of Income (Parenthet
Statements of Income (Parenthetical) - shares | Dec. 31, 2018 | Dec. 31, 2017 |
Income Statement [Abstract] | ||
Limited Partners' capital account, interests outstanding | 46,280.3 | 46,280.3 |
Statements of Partners' Capital
Statements of Partners' Capital - USD ($) | Cumulative Net Income [Member]General Partner [Member] | Cumulative Net Income [Member]Limited Partner [Member] | Cumulative Cash Distributions [Member]General Partner [Member] | Cumulative Cash Distributions [Member]Limited Partner [Member] | Capital Contributions Net of Offering Costs [Member]Limited Partner [Member] | Reallocation [Member]Limited Partner [Member] | General Partner [Member] | Limited Partner [Member] | Total |
Partners' Capital, Beginning Balance at Dec. 31, 2016 | $ 358,441 | $ 41,851,523 | $ (148,698) | $ (75,917,268) | $ 39,358,468 | $ (840,229) | $ 209,743 | $ 4,452,494 | $ 4,662,237 |
Cash Distributions | (2,751) | (760,000) | (2,751) | (760,000) | (762,751) | ||||
Net Income | 6,875 | 680,624 | 6,875 | 680,624 | 687,499 | ||||
Partners' Capital, Ending Balance at Dec. 31, 2017 | 365,316 | 42,532,147 | (151,449) | (76,677,268) | 39,358,468 | (840,229) | 213,867 | 4,373,118 | 4,586,985 |
Cash Distributions | (1,451) | (650,000) | (1,451) | (650,000) | (651,451) | ||||
Net Income | 3,625 | 358,879 | 3,625 | 358,879 | 362,504 | ||||
Partners' Capital, Ending Balance at Dec. 31, 2018 | $ 368,941 | $ 42,891,026 | $ (152,900) | $ (77,327,268) | $ 39,358,468 | $ (840,229) | $ 216,041 | $ 4,081,997 | $ 4,298,038 |
Statements of Partners' Capit_2
Statements of Partners' Capital (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Partners' Capital [Abstract] | ||
Cash distributions per limited partnership interest | $ 14.04 | $ 16.42 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income from continuing operations | $ 362,504 | $ 703,481 |
Adjustments to reconcile net income to net cash from operating activities: | ||
Depreciation and amortization | 190,127 | 154,156 |
Changes in operating assets and liabilities: | ||
Decrease (Increase) in rents and other receivables | 62,055 | (14,075) |
Increase in security deposit escrow | (10,168) | (158) |
Decrease in prepaid insurance | 54 | 5,948 |
Decrease in accounts payable and accrued expenses | 3,065 | 5,108 |
Decrease in unearned rental income | (5,000) | |
Decrease in deferred award escrow | (371) | (469) |
Payment of leasing commission | (126,820) | |
Security deposit receipt | 10,000 | |
Decrease in due to General Partner | (240) | (4) |
Net cash from operating activities | 612,026 | 727,167 |
CASH FLOWS USED IN INVESTING ACTIVITIES: | ||
Interest applied to Indemnification Trust account | (6,889) | (3,129) |
Net cash (used in) provided from investing activities | (6,889) | (3,129) |
CASH FLOWS USED IN FINANCING ACTIVITIES: | ||
Cash distributions to Limited Partners | (650,000) | (760,000) |
Cash distributions to General Partner | (1,451) | (2,751) |
Net cash used in financing activities | (651,451) | (762,751) |
CASH PROVIDED FROM (USED IN) DISCONTINUED OPERATIONS | (15,982) | |
NET DECREASE IN CASH | (46,314) | (54,695) |
CASH AT BEGINNING OF YEAR | 145,674 | 200,369 |
CASH AT END OF YEAR | 99,360 | 145,674 |
CASH PAID FOR INTEREST | ||
CASH PAID FOR TAXES | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES |
Organization and Significant Ac
Organization and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Significant Accounting Policies | 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES: DiVall Insured Income Properties 2 Limited Partnership (the “Partnership”) was formed on November 20, 1987, pursuant to the Uniform Limited Partnership Act of the State of Wisconsin. The initial capital, contributed during 1987, consisted of $300, representing aggregate capital contributions of $200 by the former general partners and $100 by the initial Limited Partner. A subsequent offering of limited partnership interests (closed on February 22, 1990, with 46,280.3 limited partnership interests (“Interests”) having been sold in that offering, resulting in total proceeds to the Partnership, net of underwriting compensation and other offering costs, of $39,358,468. The Partnership is currently engaged in the business of owning and operating its investment portfolio of commercial real estate properties (the “Properties”). The Properties are leased on a triple net basis primarily to, and operated by, franchisors or franchisees of national, regional, and local retail chains under primarily long-term leases. Nine lessees are fast food, family style, and casual/theme restaurants, with the tenth lessee being an automotive supply store. As of December 31, 2018, the Partnership owned 10 Properties, which are located in a total of three states. The Partnership is scheduled to be dissolved on November 30, 2020, or earlier upon the prior occurrence of any of the following events: (a) the disposition of all its Properties; (b) the written determination by the General Partner, that the Partnership’s assets may constitute “plan assets” for purposes of ERISA; (c) the agreement of limited partners owning a majority of the outstanding limited partner interests to dissolve the Partnership; or (d) the dissolution, bankruptcy, death, withdrawal, or incapacity of the last remaining General Partner, unless an additional General Partner is elected previously by a majority of the limited partners. During the second and third quarters of the nine odd numbered years from 2001 through 2017, consent solicitations were circulated to the Partnership’s limited partners which, if approved by the limited partners, would have authorized the General Partner to initiate the potential sale of all of the Properties and the dissolution of the Partnership (each a “Consent”). Limited partners owning a majority of the outstanding Interests did not vote in favor of any of the Consents. Therefore, the Partnership continues to operate as a going concern. On May 18, 2018, the Partnership concluded a special consent solicitation process in which it solicited affirmative consents from the limited partners to authorize the General Partner to sell all or substantially all of the Partnership’s properties, and to subsequently liquidate and dissolve the Partnership upon completion of the sale (collectively, the “Transaction”). The Transaction was approved by written consent of the holders of a majority of the outstanding limited partnership interests. On July 24, 2018, the Partnership mailed to interested parties a confidentiality agreement and a letter that included procedures, terms and conditions (the “Procedures”) for a sealed bid sale for the potential sale of the Properties. Under the Procedures communicated to all prospective bidders, the deadline for submitting bids complying with the Procedures was September 28, 2018 (the “Bid Deadline”). On October 2, 2018, the General Partner determined that no bid response received by the Bid Deadline satisfied the terms and conditions of the Procedures. Accordingly, the General Partner determined it was in the best interests of the Partnership to suspend its efforts with respect to consummating the Transaction, and the sealed bid process was terminated due to failure to receive a compliant bid. Significant Accounting Policies Rental revenue from the Properties is recognized on the straight-line basis over the term of the respective lease. Percentage rents are only accrued when the tenant has reached the sales breakpoint stipulated in the lease. Rents and other receivables are comprised of billed but uncollected amounts due for monthly rents and other charges, and amounts due for scheduled rent increases for which rentals have been earned and will be collected in the future under the terms of the leases. Receivables are recorded at management’s estimate of the amounts that will be collected. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), an updated standard on revenue recognition. The standard creates a five-step model for revenue recognition that requires companies to exercise judgment when considering contract terms and relevant facts and circumstances. The standard requires expanded disclosure surrounding revenue recognition. The standard was initially to be effective for fiscal periods beginning after December 15, 2016 and allows for either full retrospective or modified retrospective adoption. In July 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers, Deferral of Effective Date, which delays the effective date of ASU 2014-09 by one year to fiscal periods beginning after December 15, 2017. As of December 31, 2018 and 2017 there were no values for allowance for doubtful accounts based on an analysis of specific accounts and historical experience. The Partnership considers its operations to be in only one segment, the operation of a portfolio of commercial real estate leased on a triple net basis, and therefore no segment disclosure is made. Depreciation of the Properties is provided on a straight-line basis over the estimated useful lives of the buildings and improvements. Deferred charges represent leasing commissions paid when the Properties are leased and upon the negotiated extension of a lease. Leasing commissions are capitalized and amortized over the term of the lease. As of December 31, 2018 and 2017, accumulated amortization amounted to $48,821 and $33,843, respectively. Fully amortized deferred charges of $9,099, including related accumulated amortization, were removed from the balance sheets as of December 31, 2017. Deferred tenant award proceeds escrow represents the portion of the award proceeds from the sale of the portion of the Mt. Pleasant, South Carolina property that are being paid to the tenant ratably over 99 months beginning August 1, 2013. The Partnership generally maintains cash in federally insured accounts which, at times, may exceed federally insured limits. The Partnership has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk. Financial instruments that potentially subject the Partnership to significant concentrations of credit risk consist primarily of cash investments and leases. As of December 31, 2018, eight of the Partnership’s 10 Properties are leased to three significant tenants, Wendgusta, LLC (“Wendgusta”), Wendcharles I, LLC (“Wendcharles I”) and Wendcharles II, LLC (“Wendcharles II”), all three of whom are Wendy’s restaurant franchisees. The property lease(s) for these three tenants comprised approximately 54%, 17% and 9%, respectively, of the Partnership’s total 2018 operating base rents reflected for the fiscal year ended December 31, 2018. The preparation of financial statements in conformity with GAAP 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. Assets disposed of or deemed to be classified as held for sale require the reclassification of current and previous years’ operations to discontinued operations in accordance with GAAP applicable to “Accounting for the Impairment or Disposal of Long Lived Assets”. As such, prior year operating results for those properties considered as held for sale or properties no longer considered for sale have been reclassified to conform to the current year presentation without affecting total income. When properties are considered held for sale, depreciation of the properties is discontinued, and the properties are valued at the lower of the depreciated cost or fair value, less costs to dispose. If circumstances arise that were previously considered unlikely, and, as a result, the property previously classified as held for sale is no longer to be sold, the property is reclassified as held and used. Such property is measured at the lower of its carrying amount (adjusted for any depreciation and amortization expense that would have been recognized had the property been continuously classified as held and used) or fair value at the date of the subsequent decision not to sell. Assets are classified as held for sale, generally, when all criteria within GAAP applicable to “Accounting for the Impairment or Disposal of Long Lived Assets” have been met. The Partnership periodically reviews its long-lived assets, primarily real estate, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Partnership’s review involves comparing current and future operating performance of the assets, the most significant of which is undiscounted operating cash flows, to the carrying value of the assets. Based on this analysis, a provision for possible loss is recognized, if any. There were no adjustments to carrying values for the fiscal years ended December 31, 2018 and 2017. The Financial Accounting Standards Board (“FASB”) guidance on “Fair Value Measurements and Disclosure”, defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measures required under other accounting pronouncements, but does not change existing guidance as to whether or not an instrument is carried at fair value. The adoption of the provisions of this FASB issuance, with respect to nonrecurring fair value measurements of nonfinancial assets and liabilities, including (but not limited to) the valuation of reporting units for the purpose of assessing goodwill impairment and the valuation of property and equipment when assessing long-lived asset impairment, did not have a material impact on how the Partnership estimated its fair value measurements but did result in increased disclosures about fair value measurements in the Partnership’s financial statements as of and for the years ended December 31, 2018 and 2017. See Note 9 for further disclosure. GAAP applicable to disclosure about fair value of financial instruments requires entities to disclose the fair value of all financial assets and liabilities for which it is practicable to estimate. Fair value is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The General Partner believes that the carrying value of the Partnership’s assets (exclusive of the Properties) and liabilities approximate fair value due to the relatively short maturity of these instruments. No provision for federal income taxes has been made, as any liability for such taxes would be that of the individual partners rather than the Partnership. At December 31, 2018, the tax basis of the Partnership’s assets exceeded the amounts reported in the December 31, 2018 financial statements by approximately $6,921,832. The following represents an unaudited reconciliation of net income as stated on the Partnership statements of income to net income for tax reporting purposes: 2018 2017 (Unaudited) (Unaudited) Net income, per statements of income $362,504 $687,499 Book to tax depreciation difference 13,841 (53,932 ) Tax over (under) Book gain from asset disposition (32,745 ) - Straight line rent adjustment - - Penalties - - Prepaid rent (26,947 ) (21,947 ) Bad Debts - - Other expense/deduction items with differences - - Net income for tax reporting purposes $ 316,653 $ 611,620 The Partnership is not subject to federal income tax because its income and losses are includable in the tax returns of its partners, but may be subject to certain state taxes. FASB has provided guidance for how uncertain tax positions should be recognized, measured, disclosed and presented in the financial statements. This requires the evaluation of tax positions taken or expected to be taken in the course of preparing the entity’s tax returns to determine whether the tax positions are more-likely-than-not to be sustained when challenged or when examined by the applicable taxing authority. Management has determined that there were no material uncertain income tax positions. Tax returns filed by the Partnership generally are subject to examination by U.S. and state taxing authorities for the years ended after December 31, 2015. Ohio - Commercial Activates Tax CAT The Commercial Activity Tax (CAT) is an annual tax imposed on the privilege of doing business in Ohio, measured by gross receipts from business activities in Ohio. Businesses with Ohio taxable gross receipts of $150,000 or more per calendar year are subject to the CAT tax. Such “taxable gross receipts”, include i) gross rents and royalties from real property located in Ohio, and ii) gross receipts from the sale of real property located in Ohio. For calendar years 2006 and thereafter, the first $1 million in taxable gross receipts are taxed at $150, thereafter at a rate of 0.2600%. For tax years prior to December 31, 2013, there is an annual minimum tax (AMT) of $150. Since the Partnership has not had gross receipts in excess of $150,000 for the periods ended December 31, 2018 and 2017, the CAT tax is not applicable to the Partnership for the periods indicated. In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in GAAP and IFRSs (ASU No. 2011-04”). ASU No. 2011-04 updates and further clarifies requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. Additionally, ASU No. 2011-04 clarifies the FASB’s intent about the application of existing fair value measurements. ASU No. 2011-04 is effective for interim and annual periods beginning after December 15, 2011 and is applied prospectively. |
Investment Properties and Prope
Investment Properties and Property Held for Sale | 12 Months Ended |
Dec. 31, 2018 | |
Real Estate [Abstract] | |
Investment Properties and Property Held for Sale | 2. INVESTMENT PROPERTIES AND PROPERTY HELD FOR SALE: The total cost of the Properties includes the original purchase price plus acquisition fees and other capitalized costs paid to an affiliate of the former general partners of the Partnership. As of December 31, 2018, the Partnership owned 10 Properties, nine of which contained fully constructed fast-food/casual dining restaurant facilities. The following are operated by tenants at the aforementioned nine Properties: eight separate Wendy’s restaurants, and an Applebee’s restaurant. The tenant for the Property operated as an Applebee’s restaurant has been in Chapter 11 bankruptcy since May 2018. As of September 30, 2018, the Martinez, GA was leased by Brakes4Less of Columbia, Inc. The 10 Properties are located in a total of three states. A summary of significant developments as of December 31, 2018, by Property, for Properties with such developments, can be found in Item 2, Properties. Discontinued Operations During the fiscal years ended December 31, 2018 and 2017, the Partnership recognized income (loss) from discontinued operations of $0 and ($15,982), respectively. The loss from discontinued operations was attributable to the Martinez, GA Property that was vacant and held for sale as of December 15, 2016 through June 17, 2018. The components of property held for sale in the balance sheets as of December 31, 2018 and 2017 are $0 and $317,151, respectively. In 2018, the Martinez, GA property was reclassified back to continuing operations because it was no longer held for sale as of June 17, 2018 when the letter of intent was signed with Brakes4Less of Columbia, Inc. December 31, December 31, 2018 2017 Balance Sheet: Land $ - $ 266,175 Buildings, net - 50,976 Properties held for sale $ - $ 317,151 The components of discontinued operations included in the statements of income for the years ended December 31, 2018 and 2017 are outlined below: December 31, December 31, 2018 2017 Revenues Base Rent $ - $ - Percentage Rent - - Total Revenues $ - $ - Expenses Insurance $ - $ 1,426 Property tax expense - 6,078 Maintenance expense - 6,828 Depreciation - - Amortization - - Appraisals - 1,650 Total Expenses $ - $ 15,982 Net Income from Discontinued Operations $ - $ (15,982 ) |
Partnership Agreement
Partnership Agreement | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Partnership Agreement | 3. PARTNERSHIP AGREEMENT: The Limited Partnership Agreement, as amended from time to time (collectively, the “Partnership Agreement”) was amended, effective as of November 9, 2009, to extend the term of the Partnership to November 30, 2020, or until dissolution prior thereto pursuant to the consent of the majority of the outstanding limited partnership interests. Under the terms of the Partnership Agreement, net profits or losses from operations are allocated 99% to the limited partners and 1% to the current General Partner. The November 9, 2009 amendment also provided for distributions from Net Cash Receipts, as defined, to be made 99% to limited partners and 1% to the current General Partner, provided that quarterly distributions are cumulative and are not to be made to the current General Partner unless and until each limited partner has received a distribution from Net Cash Receipts in an amount equal to 10% per annum, cumulative simple return on his or her Adjusted Original Capital, as defined, from the Return Calculation Date, as defined, except to the extent needed by the General Partner to pay its federal and state income taxes on the income allocated to it attributable to such year. The provisions regarding distribution of Net Proceeds, as defined, provide that Net Proceeds are to be distributed as follows: (a) to the limited partners, an amount equal to 100% of their Adjusted Original Capital; (b) then, to the limited partners, an amount necessary to provide each limited partner a liquidation preference equal to a 13.5% per annum, cumulative simple return on Adjusted Original Capital from the Return Calculation Date including in the calculation of such return on all prior distributions of Net Cash Receipts and any prior distributions of Net Proceeds under this clause, except to the extent needed by the General Partner to pay its federal and state income tax on the income allocated to it attributable to such year; and (c) then, to limited partners, 99%, and to the General Partner, 1%, of remaining Net Proceeds available for distribution. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Leases | 4. LEASES: Original lease terms for the majority of the leased Properties were generally five to 20 years from their inception. The leases generally provide for minimum rents and additional rents based upon percentages of gross sales in excess of specified breakpoints. The lessee is responsible for occupancy costs such as maintenance, insurance, real estate taxes, and utilities. Accordingly, these amounts are not reflected in the statements of income except in circumstances where, in the General Partner’s opinion, the Partnership will be required to pay such costs to preserve its assets (i.e., payment of past-due real estate taxes). Management has determined that the leases are properly classified as operating leases; therefore, rental income is reported when earned on a straight-line basis and the cost of the property, excluding the cost of the land, is depreciated over its estimated useful life. As of December 31, 2018, the aggregate minimum operating lease payments to be received under the current operating leases for the Properties are as follows: Year ending December 31, 2019 798,433 2020 835,933 2021 861,725 2022 881,130 2023 882,345 Thereafter 2,875,846 $ 7,135,412 |
Transactions with General Partn
Transactions with General Partner and its Affiliates | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Transactions with General Partner and its Affiliates | 5. TRANSACTIONS WITH GENERAL PARTNER AND ITS AFFILIATES: Pursuant to the terms of the Permanent Manager Agreement (the “PMA”) executed in 1993 and renewed for an additional two-year term as of January 1, 2019, the General Partner receives a Base Fee for managing the Partnership equal to four percent of gross receipts, subject to an initial annual minimum amount of $159,000. The PMA also provides that the Partnership is responsible for reimbursement of the General Partner for office rent and related office overhead (“Expenses”) up to an initial annual maximum of $13,250. Both the Base Fee and Expense reimbursement are subject to annual Consumer Price Index based adjustments. Effective March 1, 2018, the minimum annual Base Fee and the maximum Expenses reimbursement increased by 2.13% from the prior year, which represents the allowable annual Consumer Price Index adjustment per the PMA. Therefore, as of March 1, 2018, the minimum annual Base Fee paid by the Partnership was raised to $276,432 and the maximum annual Expenses reimbursement was increased to $22,308. For purposes of computing the four percent overall fees, gross receipts include amounts recovered in connection with the misappropriation of assets by the former general partners and their affiliates. The fees received from the Partnership on the amounts recovered reduce the four percent minimum fee by that same amount. Amounts paid and/or accrued to the General Partner and its affiliates for the years ended December 31, 2018 and 2017, are as follows: Incurred for the Incurred for the Year ended December 31, 2018 Year ended December 31, 2017 General Partner Management fees $ 275,472 $ 270,110 Overhead allowance 22,230 21,794 Leasing commissions 0 126,820 Reimbursement for out-of-pocket expenses 2,500 2,500 Cash distribution 1,451 2,751 $ 301,653 $ 423,975 At December 31, 2018 and 2017, $998 and $1,238, respectively, were the distributions payable to the General Partner. |
Transactions with Owners with G
Transactions with Owners with Greater than Ten Percent Beneficial Interests | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Transactions with Owners with Greater than Ten Percent Beneficial Interests | 6. TRANSACTIONS WITH OWNERS WITH GREATER THAN TEN PERCENT BENEFICIAL INTERESTS: As of December 31, 2018, an Advisory Board Member, Jesse Small, beneficially owns greater than ten percent of the Partnership’s outstanding limited partnership interests. Amounts paid to Mr. Small for the fiscal years ended December 31, 2018 and 2017 are as follows: December 31, 2018 December 31, 2017 Advisory Board Fees paid $ 3,500 $ 3,500 $ 3,500 $ 3,500 At December 31, 2018 and 2017, there were no outstanding Advisory Board fees accrued and payable to Mr. Small. |
Contingent Liabilities
Contingent Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingent Liabilities | 7. CONTINGENT LIABILITIES: According to the Partnership Agreement, TPG, as General Partner of the Partnership, may receive a disposition fee not to exceed three percent of the contract price on the sale of the properties of the Partnership and two affiliated publicly registered limited partnerships, DiVall Insured Income Fund Limited Partnership (“DiVall 1”), which was dissolved December 1998, and DiVall Income Properties 3 Limited Partnership, which was dissolved in December 2003 (“DiVall 3”), and together with the Partnership and DiVall 1, the “three original partnerships”). In addition, fifty percent of all such disposition fees earned by TPG were to be escrowed until the aggregate amount of recovery of the funds misappropriated from the three original partnerships by the former general partners was greater than $4,500,000. Upon reaching such recovery level, full disposition fees would thereafter be payable and fifty percent of the previously escrowed amounts would be paid to TPG. At such time as the recovery exceeded $6,000,000 in the aggregate, the remaining escrowed disposition fees were to be paid to TPG. If such levels of recovery were not achieved, TPG would contribute the amounts escrowed toward the recovery until the three original partnerships were made whole. In lieu of a disposition fee escrow, fifty percent of all such disposition fees previously discussed were paid directly to a restoration account and then distributed among the three original partnerships; whereby the three original partnerships recorded the recoveries as income. After the recovery level of $4,500,000 was exceeded, fifty percent of the total disposition fee amount paid to the three original partnerships recovery through the restoration account (in lieu of the disposition fee escrow) was refunded to TPG during March 1996. The remaining fifty percent amount allocated to the Partnership through the restoration account, and which was previously reflected as Partnership recovery income, may be owed to TPG if the $6,000,000 recovery level is met. As of December 31, 2018, the Partnership may owe TPG $16,296 if the $6,000,000 recovery level is achieved. TPG does not expect any future refund, as it is uncertain that such a $6,000,000 recovery level will be achieved. |
PMA Indemnification Trust
PMA Indemnification Trust | 12 Months Ended |
Dec. 31, 2018 | |
Banking and Thrift [Abstract] | |
PMA Indemnification Trust | 8. PMA INDEMNIFICATION TRUST: The PMA provides that TPG will be indemnified from any claims or expenses arising out of, or relating to, TPG serving as the General Partner, so long as such claims do not arise from fraudulent or criminal misconduct by TPG. The PMA provides that the Partnership fund this indemnification obligation by establishing a reserve of up to $250,000 of Partnership assets which would not be subject to the claims of the Partnership’s creditors. An Indemnification Trust (“Trust”) serving such purposes has been established at United Missouri Bank, N.A. The corpus of the Trust has been fully funded with Partnership assets. Funds are invested in U.S. Treasury securities. In addition, $214,710 of earnings has been credited to the Trust as of December 31, 2018. The rights of TPG to the Trust will be terminated upon the earliest to occur of the following events: (i) the written release by TPG of any and all interest in the Trust; (ii) the expiration of the longest statute of limitations relating to a potential claim which might be brought against TPG and which is subject to indemnification; or (iii) a determination by a court of competent jurisdiction that TPG shall have no liability to any person with respect to a claim which is subject to indemnification under the PMA. At such time as the indemnity provisions expire or the full indemnity is paid, any funds remaining in the Trust will revert back to the general funds of the Partnership. |
Fair Value Disclosures
Fair Value Disclosures | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | 9. FAIR VALUE DISCLOSURES The Partnership has determined the fair value based on hierarchy that gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined as assumptions market participants would use in pricing an asset or liability. The three levels of the fair value hierarchy under the accounting principle are described below: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, and inputs other than quoted prices that are observable for the investment. Level 3 Unobservable inputs for which there is little, if any, market activity for the investment. The inputs into the determination of fair value are based upon the best information in the circumstances and may require significant management judgment or estimation and the use of discounted cash flow models to value the investment. The fair value hierarchy is based on the lowest level of input that is significant to the fair value measurements. The Partnership’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. The Partnership assesses the levels of the Investments at each measurement date, and transfers between levels are recognized on the actual date of the event or change in circumstances that caused the transfer in accordance with the Partnership’s accounting policy regarding the recognition of transfers between levels of the fair value hierarchy. For the years ended December 31, 2018 and 2017, there were no such transfers. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. SUBSEQUENT EVENTS The tenant for the Property operated as an Applebee’s restaurant has been in Chapter 11 bankruptcy since May 2018. In January 2019, the tenant for the Property operated as an Applebee’s filed with the court to continue with the Partnership’s lease without modification. The lease for the Brakes4Less Property commenced on September 30, 2018. Per the terms of the First Amendment to lease dated January 15, 2019, the first 12 months’ rent was abated. On February 15, 2019, the Partnership made a distribution to the limited partners of $500,000 in the aggregate, which amounted to $10.80 per Interest. We have reviewed all material events through the date of this report in accordance with ASC 855-10. |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Rental revenue from the Properties is recognized on the straight-line basis over the term of the respective lease. Percentage rents are only accrued when the tenant has reached the sales breakpoint stipulated in the lease. Rents and other receivables are comprised of billed but uncollected amounts due for monthly rents and other charges, and amounts due for scheduled rent increases for which rentals have been earned and will be collected in the future under the terms of the leases. Receivables are recorded at management’s estimate of the amounts that will be collected. As of December 31, 2018 and 2017 there were no values for allowance for doubtful accounts based on an analysis of specific accounts and historical experience. The Partnership considers its operations to be in only one segment, the operation of a portfolio of commercial real estate leased on a triple net basis, and therefore no segment disclosure is made. Depreciation of the Properties is provided on a straight-line basis over the estimated useful lives of the buildings and improvements. Deferred charges represent leasing commissions paid when the Properties are leased and upon the negotiated extension of a lease. Leasing commissions are capitalized and amortized over the term of the lease. As of December 31, 2018 and 2017, accumulated amortization amounted to $48,821 and $33,843, respectively. Fully amortized deferred charges of $9,099, including related accumulated amortization, were removed from the balance sheets as of December 31, 2017. Deferred tenant award proceeds escrow represents the portion of the award proceeds from the sale of the portion of the Mt. Pleasant, South Carolina property that are being paid to the tenant ratably over 99 months beginning August 1, 2013. The Partnership generally maintains cash in federally insured accounts which, at times, may exceed federally insured limits. The Partnership has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk. Financial instruments that potentially subject the Partnership to significant concentrations of credit risk consist primarily of cash investments and leases. As of December 31, 2018, eight of the Partnership’s 10 Properties are leased to three significant tenants, Wendgusta, LLC (“Wendgusta”), Wendcharles I, LLC (“Wendcharles I”) and Wendcharles II, LLC (“Wendcharles II”), all three of whom are Wendy’s restaurant franchisees. The property lease(s) for these three tenants comprised approximately 54%, 17% and 9%, respectively, of the Partnership’s total 2018 operating base rents reflected for the fiscal year ended December 31, 2018. The preparation of financial statements in conformity with GAAP 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. Assets disposed of or deemed to be classified as held for sale require the reclassification of current and previous years’ operations to discontinued operations in accordance with GAAP applicable to “Accounting for the Impairment or Disposal of Long Lived Assets”. As such, prior year operating results for those properties considered as held for sale or properties no longer considered for sale have been reclassified to conform to the current year presentation without affecting total income. When properties are considered held for sale, depreciation of the properties is discontinued, and the properties are valued at the lower of the depreciated cost or fair value, less costs to dispose. If circumstances arise that were previously considered unlikely, and, as a result, the property previously classified as held for sale is no longer to be sold, the property is reclassified as held and used. Such property is measured at the lower of its carrying amount (adjusted for any depreciation and amortization expense that would have been recognized had the property been continuously classified as held and used) or fair value at the date of the subsequent decision not to sell. Assets are classified as held for sale, generally, when all criteria within GAAP applicable to “Accounting for the Impairment or Disposal of Long Lived Assets” have been met. The Partnership periodically reviews its long-lived assets, primarily real estate, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Partnership’s review involves comparing current and future operating performance of the assets, the most significant of which is undiscounted operating cash flows, to the carrying value of the assets. Based on this analysis, a provision for possible loss is recognized, if any. There were no adjustments to carrying values for the fiscal years ended December 31, 2018 and 2017. The Financial Accounting Standards Board (“FASB”) guidance on “Fair Value Measurements and Disclosure”, defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measures required under other accounting pronouncements, but does not change existing guidance as to whether or not an instrument is carried at fair value. The adoption of the provisions of this FASB issuance, with respect to nonrecurring fair value measurements of nonfinancial assets and liabilities, including (but not limited to) the valuation of reporting units for the purpose of assessing goodwill impairment and the valuation of property and equipment when assessing long-lived asset impairment, did not have a material impact on how the Partnership estimated its fair value measurements but did result in increased disclosures about fair value measurements in the Partnership’s financial statements as of and for the years ended December 31, 2018 and 2017. See Note 9 for further disclosure. GAAP applicable to disclosure about fair value of financial instruments requires entities to disclose the fair value of all financial assets and liabilities for which it is practicable to estimate. Fair value is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The General Partner believes that the carrying value of the Partnership’s assets (exclusive of the Properties) and liabilities approximate fair value due to the relatively short maturity of these instruments. No provision for federal income taxes has been made, as any liability for such taxes would be that of the individual partners rather than the Partnership. At December 31, 2018, the tax basis of the Partnership’s assets exceeded the amounts reported in the December 31, 2018 financial statements by approximately $6,921,832. The following represents an unaudited reconciliation of net income as stated on the Partnership statements of income to net income for tax reporting purposes: 2018 2017 (Unaudited) (Unaudited) Net income, per statements of income $362,504 $687,499 Book to tax depreciation difference 13,841 (53,932 ) Tax over (under) Book gain from asset disposition (32,745 ) - Straight line rent adjustment - - Penalties - - Prepaid rent (26,947 ) (21,947 ) Bad Debts - - Other expense/deduction items with differences - - Net income for tax reporting purposes $ 316,653 $ 611,620 The Partnership is not subject to federal income tax because its income and losses are includable in the tax returns of its partners, but may be subject to certain state taxes. FASB has provided guidance for how uncertain tax positions should be recognized, measured, disclosed and presented in the financial statements. This requires the evaluation of tax positions taken or expected to be taken in the course of preparing the entity’s tax returns to determine whether the tax positions are more-likely-than-not to be sustained when challenged or when examined by the applicable taxing authority. Management has determined that there were no material uncertain income tax positions. Tax returns filed by the Partnership generally are subject to examination by U.S. and state taxing authorities for the years ended after December 31, 2015. |
Organization and Significant _3
Organization and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Unaudited Reconciliation of Net Income for Tax Reporting | The following represents an unaudited reconciliation of net income as stated on the Partnership statements of income to net income for tax reporting purposes: 2018 2017 (Unaudited) (Unaudited) Net income, per statements of income $362,504 $687,499 Book to tax depreciation difference 13,841 (53,932 ) Tax over (under) Book gain from asset disposition (32,745 ) - Straight line rent adjustment - - Penalties - - Prepaid rent (26,947 ) (21,947 ) Bad Debts - - Other expense/deduction items with differences - - Net income for tax reporting purposes $ 316,653 $ 611,620 |
Investment Properties and Pro_2
Investment Properties and Property Held for Sale (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Real Estate [Abstract] | |
Components of Property Held for Sale | The components of property held for sale in the balance sheets as of December 31, 2018 and 2017 are outlined below: December 31, December 31, 2018 2017 Balance Sheet: Land $ - $ 266,175 Buildings, net - 50,976 Properties held for sale $ - $ 317,151 |
Components of Discontinued Operations Included in Statements of Income | The components of discontinued operations included in the statements of income for the years ended December 31, 2018 and 2017 are outlined below: December 31, December 31, 2018 2017 Revenues Base Rent $ - $ - Percentage Rent - - Total Revenues $ - $ - Expenses Insurance $ - $ 1,426 Property tax expense - 6,078 Maintenance expense - 6,828 Depreciation - - Amortization - - Appraisals - 1,650 Total Expenses $ - $ 15,982 Net Income from Discontinued Operations $ - $ (15,982 ) |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Schedule of Future Minimum Operating Lease Payments | As of December 31, 2018, the aggregate minimum operating lease payments to be received under the current operating leases for the Properties are as follows: Year ending December 31, 2019 798,433 2020 835,933 2021 861,725 2022 881,130 2023 882,345 Thereafter 2,875,846 $ 7,135,412 |
Transactions with General Par_2
Transactions with General Partner and its Affiliates (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Amounts Paid and/or Accrued to General Partner and its Affiliates | Amounts paid and/or accrued to the General Partner and its affiliates for the years ended December 31, 2018 and 2017, are as follows: Incurred for the Incurred for the Year ended December 31, 2018 Year ended December 31, 2017 General Partner Management fees $ 275,472 $ 270,110 Overhead allowance 22,230 21,794 Leasing commissions 0 126,820 Reimbursement for out-of-pocket expenses 2,500 2,500 Cash distribution 1,451 2,751 $ 301,653 $ 423,975 |
Transactions with Owners with_2
Transactions with Owners with Greater than Ten Percent Beneficial Interests (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Advisory Board Fees Paid to Jesse Small | Amounts paid to Mr. Small for the fiscal years ended December 31, 2018 and 2017 are as follows: December 31, 2018 December 31, 2017 Advisory Board Fees paid $ 3,500 $ 3,500 $ 3,500 $ 3,500 |
Organization and Significant _4
Organization and Significant Accounting Policies (Details Narrative) | Aug. 01, 2013 | Feb. 22, 1990USD ($)shares | Dec. 31, 1987USD ($) | Dec. 31, 2018USD ($)Number | Dec. 31, 2017USD ($) | Dec. 31, 2013USD ($) |
Aggregate capital contributions | $ 300 | |||||
Limited partnership interests outstanding | shares | 46,280.3 | |||||
Proceeds to partnership, net of underwriting compensation and other offering costs | $ 39,358,468 | |||||
Number of properties owned | Number | 10 | |||||
Location of properties | Number | 3 | |||||
Allowance for doubtful accounts | ||||||
Number of operating segments | Number | 1 | |||||
Accumulated amortization | $ 48,821 | 33,843 | ||||
Amortized deferred charges | 9,099 | |||||
Deferred tenant award proceeds escrow, payment period | 99 months | |||||
Adjustments to carrying values | ||||||
Excess of tax basis of the partnership's assets | 6,921,832 | |||||
Income taxes receivable | $ 150,000 | |||||
Income tax percentage | 0.26% | |||||
Excess of income tax receivable | $ 150,000 | $ 150,000 | ||||
First Taxable Gross Receipts [Member] | ||||||
Income taxes receivable | 1,000,000 | |||||
Taxable Gross Receipts [Member] | ||||||
Income taxes receivable | $ 150 | |||||
AMT [Member] | ||||||
Income taxes receivable | $ 150 | |||||
Wendgusta, LLC [Member] | ||||||
Percentage of property leases for three tenants comprised | 54.00% | |||||
Wendcharles I, LLC [Member] | ||||||
Percentage of property leases for three tenants comprised | 17.00% | |||||
Wendcharles II, LLC [Member] | ||||||
Percentage of property leases for three tenants comprised | 9.00% | |||||
General Partner [Member] | ||||||
Aggregate capital contributions | 200 | |||||
Limited Partner [Member] | ||||||
Aggregate capital contributions | $ 100 |
Organization and Significant _5
Organization and Significant Accounting Policies - Schedule of Unaudited Reconciliation of Net Income for Tax Reporting (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net income, per statements of income | $ 362,504 | $ 687,499 |
Book to tax depreciation difference | 13,841 | (53,932) |
Tax over (under) Book gain from asset disposition | (32,745) | |
Straight line rent adjustment | ||
Penalties | ||
Prepaid rent | (26,947) | (21,947) |
Bad Debts | ||
Other expense/deduction items with differences | ||
Net income for tax reporting purposes | $ 316,653 | $ 611,620 |
Investment Properties and Pro_3
Investment Properties and Property Held for Sale (Details Narrative) | 12 Months Ended | |
Dec. 31, 2018USD ($)RestaurantNumber | Dec. 31, 2017USD ($) | |
Property leased to fully constructed fast-food restaurants | Number | 10 | |
Location of properties | Number | 3 | |
Partnership recognized loss from discontinued operations | $ | $ (15,982) | |
Properties held for sale | $ | $ 317,151 | |
Wendy's Restaurants [Member] | ||
Property leased to fully constructed fast-food restaurants | Restaurant | 8 | |
Applebee's Restaurant [Member] | ||
Property leased to fully constructed fast-food restaurants | Restaurant | 1 |
Investment Properties and Pro_4
Investment Properties and Property Held for Sale - Components of Property Held for Sale (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Properties held for sale | $ 317,151 | |
Land [Member] | ||
Properties held for sale | 266,175 | |
Buildings, Net [Member] | ||
Properties held for sale | $ 50,976 |
Investment Properties and Pro_5
Investment Properties and Property Held for Sale - Components of Discontinued Operations Included in Statements of Income (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Net Income from Discontinued Operations | $ (15,982) | |
Discontinued Operations [Member] | ||
Base Rent | ||
Percentage Rent | ||
Total Revenues | ||
Insurance | 1,426 | |
Property tax expense | 6,078 | |
Maintenance expense | 6,828 | |
Depreciation | ||
Amortization | ||
Appraisals | 1,650 | |
Total Expenses | 15,982 | |
Net Income from Discontinued Operations | $ (15,982) |
Partnership Agreement (Details
Partnership Agreement (Details Narrative) | Dec. 31, 2018 |
Limited Partner [Member] | |
Net profits or losses from operations amended | 99.00% |
Amended rate of net proceeds were to be distributed | 99.00% |
Cumulative simple return on adjusted original capital | 10.00% |
Amended distributions as percentage of adjusted original capital | 100.00% |
Liquidation preference of limited partners amended | 13.50% |
Net proceeds available for distribution | 99.00% |
General Partner [Member] | |
Net profits or losses from operations amended | 1.00% |
Amended rate of net proceeds were to be distributed | 1.00% |
Net proceeds available for distribution | 1.00% |
Leases (Details Narrative)
Leases (Details Narrative) | 12 Months Ended |
Dec. 31, 2018 | |
Minimum [Member] | |
Original lease terms of properties | 5 years |
Maximum [Member] | |
Original lease terms of properties | 20 years |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Operating Lease Payments (Details) | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 798,433 |
2020 | 835,933 |
2021 | 861,725 |
2022 | 881,130 |
2023 | 882,345 |
Thereafter | 2,875,846 |
Total | $ 7,135,412 |
Transactions with General Par_3
Transactions with General Partner and its Affiliates (Details Narrative) - USD ($) | Mar. 01, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Related Party Transactions [Abstract] | |||
Percentage of base fee on gross receipts | 4.00% | ||
Initial annual minimum amount | $ 159,000 | ||
Maximum reimbursement on office rent and related expenses | $ 22,308 | 13,250 | |
Percentage of increase in base fee and expenses reimbursement | 2.13% | ||
Fees received from partnership, by general partner | $ 276,432 | ||
Payable to general partner | $ 998 | $ 1,238 |
Transactions with General Par_4
Transactions with General Partner and Its Affiliates - Schedule of Amounts Paid and/or Accrued to General Partner and its Affiliates (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transactions [Abstract] | ||
Management fees | $ 275,472 | $ 270,110 |
Overhead allowance | 22,230 | 21,794 |
Leasing commissions | 0 | 126,820 |
Reimbursement for out-of-pocket expenses | 2,500 | 2,500 |
Cash distribution | 1,451 | 2,751 |
Total general partner expense | $ 301,653 | $ 423,975 |
Transactions with Owners with_3
Transactions with Owners with Greater than Ten Percent Beneficial Interests (Details Narrative) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Jesse Small [Member] | ||
Outstanding advisory board fees |
Transactions with Owners with_4
Transactions with Owners with Greater than Ten Percent Beneficial Interests - Schedule of Advisory Board Fees Paid to Jesse Small (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Jesse Small [Member] | ||
Advisory Board Fees paid | $ 3,500 | $ 3,500 |
Contingent Liabilities (Details
Contingent Liabilities (Details Narrative) | 12 Months Ended |
Dec. 31, 2018USD ($)Property | |
Commitments and Contingencies Disclosure [Abstract] | |
Maximum percentage of disposition fees on sale of partnership properties | 3.00% |
Number of partnership properties for sale | Property | 3 |
Percentage of disposition fees to be escrowed | 50.00% |
Amount of recovery of funds | $ 4,500,000 |
Aggregate of recovery of funds value | 6,000,000 |
Payable fee on achieving recovery level | $ 16,296 |
Recovery level description | In addition, fifty percent of all such disposition fees earned by TPG were to be escrowed until the aggregate amount of recovery of the funds misappropriated from the three original partnerships by the former general partners was greater than $4,500,000. Upon reaching such recovery level, full disposition fees would thereafter be payable and fifty percent of the previously escrowed amounts would be paid to TPG. At such time as the recovery exceeded $6,000,000 in the aggregate, the remaining escrowed disposition fees were to be paid to TPG. If such levels of recovery were not achieved, TPG would contribute the amounts escrowed toward the recovery until the three original partnerships were made whole. In lieu of a disposition fee escrow, fifty percent of all such disposition fees previously discussed were paid directly to a restoration account and then distributed among the three original partnerships; whereby the three original partnerships recorded the recoveries as income. After the recovery level of $4,500,000 was exceeded, fifty percent of the total disposition fee amount paid to the three original partnerships recovery through the restoration account (in lieu of the disposition fee escrow) was refunded to TPG during March 1996. The remaining fifty percent amount allocated to the Partnership through the restoration account, and which was previously reflected as Partnership recovery income, may be owed to TPG if the $6,000,000 recovery level is met. As of December 31, 2018, the Partnership may owe TPG $16,296 if the $6,000,000 recovery level is achieved. TPG does not expect any future refund, as it is uncertain that such a $6,000,000 recovery level will be achieved. |
PMA Indemnification Trust (Deta
PMA Indemnification Trust (Details Narrative) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Banking and Thrift [Abstract] | |
Reserve related to partnership assets | $ 250,000 |
Earnings credited to the trust | $ 214,710 |
Fair Value Disclosures (Details
Fair Value Disclosures (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | ||
Recognition of transfers between levels of the fair value hierarchy |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Feb. 15, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Distributions to limited partners | $ 650,000 | $ 760,000 | |
Subsequent Event [Member] | |||
Distributions to limited partners | $ 500,000 | ||
Distributions to limited partners per interest | $ 10.80 |