Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 26, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
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, 2020 | ||
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 Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 0 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
INVESTMENT PROPERTIES: (Note 3) | ||
Land | $ 2,794,122 | $ 2,794,122 |
Buildings | 4,017,412 | 4,017,412 |
Accumulated depreciation | (3,985,582) | (3,897,848) |
Net investment properties | 2,825,952 | 2,913,686 |
OTHER ASSETS: | ||
Cash | 72,244 | 39,221 |
Investments held in Indemnification Trust (Note 8) | 479,805 | 475,574 |
Security deposits escrow | 64,393 | 69,464 |
Rents and other receivables | 665,415 | 678,323 |
Deferred tenant award proceeds escrow | 18,290 | 42,343 |
Prepaid insurance | 5,068 | 4,982 |
Deferred charges, net | 171,213 | 198,809 |
Total other assets | 1,476,428 | 1,508,716 |
Total assets | 4,302,380 | 4,422,402 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 16,047 | 30,301 |
Due to General Partner (Note 5) | 718 | 1,345 |
Deferred rent | 18,289 | 23,596 |
Security deposits | 64,340 | 69,340 |
Total current liabilities | 99,394 | 124,582 |
LONG TERM LIABILITIES | ||
Deferred rent | 16,640 | |
Total long term liabilities | 16,640 | |
CONTINGENCIES AND COMMITMENTS (Notes 7 and 8) | ||
General Partner - | ||
Cumulative net income (retained earnings) | 384,051 | 376,804 |
Cumulative cash distributions | (158,944) | (156,045) |
Total general partners' capital | 225,107 | 220,759 |
Limited Partners (46,280.3 interests outstanding at December 31, 2020 and December 31, 2019) | ||
Capital contributions | 46,280,300 | 46,280,300 |
Offering costs | (6,921,832) | (6,921,832) |
Cumulative net income (retained earnings) | 44,386,908 | 43,669,450 |
Cumulative cash distributions | (78,927,268) | (78,127,268) |
Total limited partners' capital | 4,818,108 | 4,900,650 |
Former General Partner - | ||
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 | 4,202,986 | 4,281,180 |
Total liabilities and partners' capital | $ 4,302,380 | $ 4,422,402 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Limited partners, interests outstanding | 46,280.3 | 46,280.3 |
Statements of Income
Statements of Income - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
OPERATING REVENUES: | ||
Rental income | $ 1,464,364 | $ 1,498,703 |
TOTAL OPERATING REVENUES | 1,464,364 | 1,498,703 |
EXPENSES: | ||
Partnership management fees (Note 5) | 287,446 | 282,052 |
Insurance | 5,953 | 6,129 |
General and administrative | 84,090 | 36,354 |
Advisory Board fees and expenses | 6,000 | 8,250 |
Professional services | 245,340 | 246,616 |
Other property expenses | 1,823 | |
Depreciation | 87,734 | 121,130 |
Amortization | 27,597 | 26,423 |
TOTAL OPERATING EXPENSES | 744,160 | 728,777 |
OTHER INCOME | ||
Other interest income | 4,501 | 11,361 |
Other miscellaneous income | 5,000 | |
TOTAL OTHER INCOME | 4,501 | 16,361 |
INCOME FROM CONTINUING OPERATIONS | 724,705 | 786,287 |
NET INCOME | 724,705 | 786,287 |
NET INCOME- GENERAL PARTNER | 7,247 | 7,863 |
NET INCOME- LIMITED PARTNERS | $ 717,458 | $ 778,424 |
Based on 46,280.3 interests outstanding: | ||
NET INCOME PER LIMITED PARTNERSHIP INTEREST (BASIC AND DILUTED) | $ 15.50 | $ 16.82 |
Statements of Income (Parenthet
Statements of Income (Parenthetical) - shares | Dec. 31, 2020 | Dec. 31, 2019 |
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 |
Balance, Beginning 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 |
Net Income | 7,863 | 778,424 | 7,863 | 778,424 | 786,287 | ||||
Cash Distributions ($17.29 per limited partnership interest) | (3,145) | (800,000) | (3,145) | (800,000) | (803,145) | ||||
Balance, Ending at Dec. 31, 2019 | 376,804 | 43,669,450 | (156,045) | (78,127,268) | 39,358,468 | (840,229) | 220,759 | 4,060,421 | 4,281,180 |
Net Income | 7,247 | 717,458 | 7,247 | 717,458 | 724,705 | ||||
Cash Distributions ($17.29 per limited partnership interest) | (2,899) | (800,000) | (2,899) | (800,000) | (802,899) | ||||
Balance, Ending at Dec. 31, 2020 | $ 384,051 | $ 44,386,908 | $ (158,944) | $ (78,927,268) | $ 39,358,468 | $ (840,229) | $ 225,107 | $ 3,977,879 | $ 4,202,986 |
Statements of Partners' Capit_2
Statements of Partners' Capital (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Partners' Capital [Abstract] | ||
Cash distributions per limited partnership interest | $ 17.29 | $ 17.29 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 724,705 | $ 786,287 |
Adjustments to reconcile net income to net cash from operating activities: | ||
Depreciation and amortization | 115,330 | 147,554 |
Changes in operating assets and liabilities: | ||
Decrease (Increase) in rents and other receivables | 12,908 | (144,979) |
Decrease in security deposit escrow | 5,071 | 5,217 |
(Increase) Decrease in prepaid insurance | (86) | 151 |
Decrease in utility deposit | 6,530 | |
Decrease in accounts payable and accrued expenses | (14,254) | (3,272) |
Decrease (Increase) in deferred award escrow | 2,106 | (249) |
Payment of leasing commission | (38,716) | |
Security deposit refund | (5,000) | (5,000) |
Net cash provided from operating activities | 840,780 | 753,523 |
CASH FLOWS USED IN INVESTING ACTIVITIES: | ||
Interest applied to Indemnification Trust account | (4,231) | (10,864) |
Net cash used in investing activities | (4,231) | (10,864) |
CASH FLOWS USED IN FINANCING ACTIVITIES: | ||
Cash distributions to Limited Partners | (800,000) | (800,000) |
Cash distributions to General Partner | (3,526) | (2,798) |
Net cash used in financing activities | (803,526) | (802,798) |
NET INCREASE (DECREASE) IN CASH | 33,023 | (60,139) |
CASH AT BEGINNING OF YEAR | 39,221 | 99,360 |
CASH AT END OF YEAR | $ 72,244 | $ 39,221 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [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, 2020, the Partnership owned 10 Properties, which are located in a total of three states. The Partnership is scheduled to be dissolved on November 30, 2023, 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. During the 2020 consent solicitation process, the Limited Partners approved two separate amendments to the Partnership Agreement. The amendments served to: (i) extend the term of the Partnership by three (3) years to November 30, 2023, and (ii) permit the General Partner to effect distributions at times that it deems appropriate, but no less often than semi-annually. Significant Accounting Policies Financial Statement Presentation The accounts of the Partnership are maintained on the accrual basis of accounting for financial statement purposes. Accounting Estimates 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. Significant items, subject to such estimates and assumptions, include the carrying value of real estate held for investment. Cash Concentrations of Credit Risk 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, 2020, 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 59%, 18% and 9%, respectively, of the Partnership’s total 2020 operating base rents reflected for the year ended December 31, 2020. Rent and Other Receivables 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, 2020 and 2019 there were no values for allowance for doubtful accounts based on an analysis of specific accounts and historical experience. Revenue Recognition Rental revenue from investment properties is recognized on the straight-line basis over the life of the respective lease when collectability is reasonably assured. Percentage rents are accrued only when the tenant has reached the sales breakpoint stipulated in the lease and collectability is reasonably assured. 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, 2020, the aggregate minimum operating lease payments to be received under the current operating leases for the Properties are as follows: Year ending December 31, 2021 $ 1,398,060 2022 1,398,810 2023 1,400,025 2024 1,401,264 2025 1,402,528 Thereafter 15,919,696 $ 22,920,383 In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09 regarding ASC Topic 606, Revenue from Contracts with Customers. This standard was developed to enable financial statement users to better understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The update’s core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Entities are to use a five-step contract review model to ensure revenue is recognized, measured and disclosed in accordance with this principle. Those steps include the following: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to each performance obligation in the contract, and (v) recognize revenue when or as the entity satisfies a performance obligation. Income Taxes 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, 2020, the tax basis of the Partnership’s assets exceeded the amounts reported in the December 31, 2020 financial statements by approximately $6,634,751. The following represents an unaudited reconciliation of net income as stated on the Partnership statements of income to net income for tax reporting purposes: 2020 2019 (Unaudited) (Unaudited) Net income, per statements of income $ 724,705 $ 786,287 Book to tax depreciation difference $ (36,155 ) (6,407 ) Tax over (under) Book gain from asset disposition - - Straight line rent adjustment - - Penalties - - Prepaid rent (21,947 ) (21,947 ) Bad Debts - - Other expense/deduction items with differences - - Net income for tax reporting purposes $ 666,603 $ 757,933 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, 2017. 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, 2020 and 2019, the CAT tax is not applicable to the Partnership for the periods indicated. Reportable Segments 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. Investment Properties 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, 2020 and 2019, accumulated amortization amounted to $102,841 and $75,244, respectively. 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. 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, 2020 and 2019. Fair Value Measurements 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. 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. |
Recently Issued Accounting Prin
Recently Issued Accounting Principles | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Principles | 2. RECENTLY ISSUED ACCOUNTING PRINCIPLES In April 2020, the FASB issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of a novel strain of coronavirus (“COVID-19”). Under existing lease guidance, the Company would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant or if a lease concession was under the enforceable rights and obligations within the existing lease agreement. The Lease Modification Q&A clarifies that entities may elect to not evaluate whether lease-related relief that lessors provide to mitigate the economic effects of COVID-19 on lessees is a lease modification under current lease guidance. Instead, an entity that elects not to evaluate whether a concession directly related to COVID-19 is a modification can then elect whether to apply the modification guidance. During the year ended December 31, 2020, the Partnership provided a lease concession to one tenant in response to the impact of COVID-19, in the form of a short term rent reduction. The Partnership has made an election to account for such lease concession consistent with how this concession would be accounted for under lease guidance if enforceable rights and obligations for this concession had already existed in the lease. This election is available for concessions related to the effects of the COVID-19 pandemic that do not result in a substantial increase in the rights as lessor, including concessions that result in the total payments required by the modified lease being substantially the same as or less than total payments required by the original lease. The Partnership’s concession provided for a reduction of payments with no substantive changes to the consideration in the original lease. The reduction affected the amount of the lease payments during the months of April, May and June of 2020. The Partnership is accounting for this reduction as if no changes to the lease were made. During the year ended December 31, 2020, the Partnership entered into one lease modification that eliminated an amount that was immaterial to the Partnership. |
Investment Properties
Investment Properties | 12 Months Ended |
Dec. 31, 2020 | |
Real Estate [Abstract] | |
Investment Properties | 3. INVESTMENT PROPERTIES: 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, 2020, 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 had been in Chapter 11 bankruptcy since May 2018. In January 2019, Applebee’s accepted the lease without modification. The 10 Properties are located in a total of three states. |
Partnership Agreement
Partnership Agreement | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Partnership Agreement | 4. PARTNERSHIP AGREEMENT: The Limited Partnership Agreement, as amended from time to time (collectively, the “Partnership Agreement”) was amended, effective as of October 20, 2020, to extend the term of the Partnership to November 30, 2023, 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. During the 2020 consent solicitation process, the Limited Partners approved two separate amendments to the Partnership Agreement. The amendments served to: (i) extend the term of the Partnership by three (3) years to November 30, 2023, and (ii) permit the General Partner to effect distributions at times that it deems appropriate, but no less often than semi-annually. |
Transactions with General Partn
Transactions with General Partner and its Affiliates | 12 Months Ended |
Dec. 31, 2020 | |
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, 2021, 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, 2020, the minimum annual Base Fee and the maximum Expenses reimbursement increased by 1.81% from the prior year, which represents the allowable annual Consumer Price Index adjustment per the PMA. Therefore, as of March 1, 2020, the minimum annual Base Fee paid by the Partnership was raised to $288,300 and the maximum annual Expenses reimbursement was increased to $23,256. Effective March 1, 2021, Management has elected to roll back the last five years of CPI increases to their 2016 level and suspend any future CPI adjustments. 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, 2020 and 2019, are as follows: Incurred for the Incurred for the Year ended Year ended General Partner Management fees $ 287,446 $ 282,052 Overhead allowance 23,188 22,758 Leasing commissions - 12,906 Reimbursement for out-of-pocket expenses 2,500 2,500 Cash distribution 2,870 3,145 $ 316,004 $ 323,361 At December 31, 2020 and 2019, $718 and $1,345, 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, 2020 | |
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, 2020, 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, 2020 and 2019 are as follows: December 31, 2020 December 31, 2019 Advisory Board Fees paid $ 3,000 $ 3,500 $ 3,000 $ 3,500 At December 31, 2020 and 2019, there were no outstanding Advisory Board fees accrued and payable to Mr. Small. |
Contingent Liabilities
Contingent Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020, 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. As per the Partnership Agreement, it has been the consistent practice of the Partnership to compensate the General Partner (“G.P.”) for leasing and property sales commissions. To the extent a particular property is sold, any unamortized leasing commissions earned previously by the G.P. for a property is applied as a reduction to the sales commission due the G.P. During 2020, six (6) Wendy’s leases were extended twenty (20) years through 2040 with significant increases in fixed rents. Such extended terms and future rentals are subject to market leasing commissions for the G.P. not to exceed 3%, subject to the G.P.’s discretion. Although the lease terms were extended twenty (20) years through December 31, 2040 and a 3% commission would equate to $609,138 on guaranteed fixed rentals, the G.P. believes a market negotiation would limit any lease commission to the first 10 years of term. Accordingly, the commission for ten (10) years would equate to $304,569 payable on the commencement date of the extended term as of January 1, 2021. However, it is the policy of the Partnership to reduce extended commissions due by the unamortized balance of deferred leasing commissions previously paid. In the instant case, the unamortized balance remaining at December 31, 2020 for the previous term through November 6, 2026 for the six (6) properties was $81,935; which reduces the commission due on January 1, 2021 to $222,634. Again, however, it is the policy of the Partnership to reduce future sales commissions earned from property sales by the unamortized balance of related properties unamortized leasing commissions. If these properties are sold in two years the only amortized commission would be $44,526 and the balance paid of $178,108 would reduce the future property sales commissions earned by $178,108. The G.P. will determine the appropriate cash flow timing during 2021 to satisfy the obligation, which may entail installment payments. |
PMA Indemnification Trust
PMA Indemnification Trust | 12 Months Ended |
Dec. 31, 2020 | |
Banking and Thrift, Other Disclosures [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, $229,805 of earnings has been credited to the Trust as of December 31, 2020. 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, 2020 | |
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 assets held in the indemnification trust account are invested in one year treasury bills which are measured using level 1 fair value inputs. The Partnership did not have any assets or liabilities measured at fair value on a recurring or nonrecurring basis at December 31, 2020 and 2019. |
Coronavirus Outbreak
Coronavirus Outbreak | 12 Months Ended |
Dec. 31, 2020 | |
Coronavirus Outbreak | |
Coronavirus Outbreak | 10. CORONAVIRUS OUTBREAK During the first quarter of 2020, there was a global outbreak of a new strain of coronavirus, COVID-19 which continues to adversely impact global commercial activity and has contributed to significant volatility in financial markets. The global impact of the outbreak has been rapidly evolving, and as cases of the virus have continued to be identified in additional countries, many countries have reacted by instituting quarantines, placing restrictions on travel, and limiting hours of operations of non-essential offices and retail centers. Such actions are creating disruption in global supply chains, and adversely impacting a number of industries, such as retail, restaurants and transportation. The outbreak could have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown. The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of the coronavirus. Nevertheless, the coronavirus presents material uncertainty and risk with respect to the Partnership’s performance and financial results, such as the potential negative impact to the tenants of its properties, the potential closure of certain of its properties, decreases in sales volumes at the properties, increased costs of operations, decrease in values of its properties, changes in law and/or regulation, and uncertainty regarding government and regulatory policy. Up to the date of this filing, the Partnership has not received modification rent requests from any tenant except as disclosed in Note 2. All rent due have been paid in full by each tenant. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. SUBSEQUENT EVENTS On February 15, 2021, the Partnership made a distribution to the limited partners of $600,000 in the aggregate, which amounted to $12.96 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, 2020 | |
Accounting Policies [Abstract] | |
Financial Statement Presentation | Financial Statement Presentation The accounts of the Partnership are maintained on the accrual basis of accounting for financial statement purposes. |
Accounting Estimates | Accounting Estimates 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. Significant items, subject to such estimates and assumptions, include the carrying value of real estate held for investment. |
Cash Concentrations of Credit Risk | Cash Concentrations of Credit Risk 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, 2020, 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 59%, 18% and 9%, respectively, of the Partnership’s total 2020 operating base rents reflected for the year ended December 31, 2020. |
Rent and Other Receivables | Rent and Other Receivables 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, 2020 and 2019 there were no values for allowance for doubtful accounts based on an analysis of specific accounts and historical experience. |
Revenue Recognition | Revenue Recognition Rental revenue from investment properties is recognized on the straight-line basis over the life of the respective lease when collectability is reasonably assured. Percentage rents are accrued only when the tenant has reached the sales breakpoint stipulated in the lease and collectability is reasonably assured. 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, 2020, the aggregate minimum operating lease payments to be received under the current operating leases for the Properties are as follows: Year ending December 31, 2021 $ 1,398,060 2022 1,398,810 2023 1,400,025 2024 1,401,264 2025 1,402,528 Thereafter 15,919,696 $ 22,920,383 In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09 regarding ASC Topic 606, Revenue from Contracts with Customers. This standard was developed to enable financial statement users to better understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The update’s core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Entities are to use a five-step contract review model to ensure revenue is recognized, measured and disclosed in accordance with this principle. Those steps include the following: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to each performance obligation in the contract, and (v) recognize revenue when or as the entity satisfies a performance obligation. |
Income Taxes | Income Taxes 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, 2020, the tax basis of the Partnership’s assets exceeded the amounts reported in the December 31, 2020 financial statements by approximately $6,634,751. The following represents an unaudited reconciliation of net income as stated on the Partnership statements of income to net income for tax reporting purposes: 2020 2019 (Unaudited) (Unaudited) Net income, per statements of income $ 724,705 $ 786,287 Book to tax depreciation difference $ (36,155 ) (6,407 ) Tax over (under) Book gain from asset disposition - - Straight line rent adjustment - - Penalties - - Prepaid rent (21,947 ) (21,947 ) Bad Debts - - Other expense/deduction items with differences - - Net income for tax reporting purposes $ 666,603 $ 757,933 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, 2017. 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, 2020 and 2019, the CAT tax is not applicable to the Partnership for the periods indicated. |
Reportable Segments | Reportable Segments 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. |
Investment Properties | Investment Properties 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, 2020 and 2019, accumulated amortization amounted to $102,841 and $75,244, respectively. 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. 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, 2020 and 2019. |
Fair Value Measurements | Fair Value Measurements 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. 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. |
Organization and Significant _3
Organization and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Aggregate Minimum Operating Lease Payments | As of December 31, 2020, the aggregate minimum operating lease payments to be received under the current operating leases for the Properties are as follows: Year ending December 31, 2021 $ 1,398,060 2022 1,398,810 2023 1,400,025 2024 1,401,264 2025 1,402,528 Thereafter 15,919,696 $ 22,920,383 |
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: 2020 2019 (Unaudited) (Unaudited) Net income, per statements of income $ 724,705 $ 786,287 Book to tax depreciation difference $ (36,155 ) (6,407 ) Tax over (under) Book gain from asset disposition - - Straight line rent adjustment - - Penalties - - Prepaid rent (21,947 ) (21,947 ) Bad Debts - - Other expense/deduction items with differences - - Net income for tax reporting purposes $ 666,603 $ 757,933 |
Transactions with General Par_2
Transactions with General Partner and its Affiliates (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 and 2019, are as follows: Incurred for the Incurred for the Year ended Year ended General Partner Management fees $ 287,446 $ 282,052 Overhead allowance 23,188 22,758 Leasing commissions - 12,906 Reimbursement for out-of-pocket expenses 2,500 2,500 Cash distribution 2,870 3,145 $ 316,004 $ 323,361 |
Transactions with Owners with_2
Transactions with Owners with Greater than Ten Percent Beneficial Interests (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 and 2019 are as follows: December 31, 2020 December 31, 2019 Advisory Board Fees paid $ 3,000 $ 3,500 $ 3,000 $ 3,500 |
Organization and Significant _4
Organization and Significant Accounting Policies (Details Narrative) | Feb. 22, 1990USD ($)shares | Nov. 20, 1987USD ($) | Dec. 31, 2020USD ($)Number | Dec. 31, 2019USD ($) | 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 | ||||
Concentration risk, description | As of December 31, 2020, 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. | ||||
Allowance for doubtful accounts | |||||
Excess of tax basis of the partnership's assets | $ 6,634,751 | ||||
Income tax percentage | 0.26% | ||||
Excess of income tax receivable | $ 150,000 | 150,000 | |||
Number of reportable segments | Number | 1 | ||||
Accumulated amortization | $ 27,597 | 26,423 | |||
Fair value measurement, recurring basis, asset value | |||||
Fair value measurement, recurring basis, liability value | |||||
Investment Properties [Member] | |||||
Accumulated amortization | 102,841 | $ 75,244 | |||
First Taxable Gross Receipts [Member] | |||||
Income taxes receivable | 1,000,000 | ||||
Taxable Gross Receipts [Member] | |||||
Income taxes receivable | 150 | ||||
Annual Minimum Tax [Member] | |||||
Income taxes receivable | $ 150 | ||||
Ohio [Member] | |||||
Income taxes receivable | $ 150,000 | ||||
Minimum [Member] | |||||
Operating lease, term | 5 years | ||||
Maximum [Member] | |||||
Operating lease, term | 20 years | ||||
Wendgusta, LLC [Member] | Cash Investments and Leases [Member] | |||||
Cash concentration risk, percentage | 59.00% | ||||
Wendcharles I,LLC [Member] | Cash Investments and Leases [Member] | |||||
Cash concentration risk, percentage | 18.00% | ||||
Wendcharles II, LLC [Member] | Cash Investments and Leases [Member] | |||||
Cash concentration risk, percentage | 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 Aggregate Minimum Operating Lease Payments (Details) | Dec. 31, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 1,398,060 |
2022 | 1,398,810 |
2023 | 1,400,025 |
2024 | 1,401,264 |
2025 | 1,402,528 |
Thereafter | 15,919,696 |
Total | $ 22,920,383 |
Organization and Significant _6
Organization and Significant Accounting Policies - Schedule of Unaudited Reconciliation of Net Income for Tax Reporting (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net income, per statements of income | $ 724,705 | $ 786,287 |
Book to tax depreciation difference | (36,155) | (6,407) |
Tax over (under) Book gain from asset disposition | ||
Straight line rent adjustment | ||
Penalties | ||
Prepaid rent | (21,947) | (21,947) |
Bad Debts | ||
Other expense/deduction items with differences | ||
Net income for tax reporting purposes | $ 666,603 | $ 757,933 |
Investment Properties (Details
Investment Properties (Details Narrative) | Dec. 31, 2020RestaurantNumber |
Property leased to fully constructed fast-food restaurants | Number | 10 |
Location of properties | Number | 3 |
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 |
Partnership Agreement (Details
Partnership Agreement (Details Narrative) | Dec. 31, 2020 |
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% |
Transactions with General Par_3
Transactions with General Partner and its Affiliates (Details Narrative) - USD ($) | Jan. 02, 2021 | Mar. 01, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Payable to general partner | $ 718 | $ 1,345 | ||
Permanent Manager Agreement [Member] | ||||
Maximum reimbursement on office rent and related expenses | $ 288,300 | |||
Percentage of increase in base fee and expenses reimbursement | 1.81% | |||
Fees received from partnership, by general partner | $ 23,256 | |||
Permanent Manager Agreement [Member] | Subsequent Event [Member] | ||||
Percentage of base fee on gross receipts | 4.00% | |||
Initial annual minimum payment | $ 159,000 | |||
Maximum reimbursement on office rent and related expenses | $ 13,250 |
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, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Management fees | $ 287,446 | $ 282,052 |
Overhead allowance | 23,188 | 22,758 |
Leasing commissions | 12,906 | |
Reimbursement for out-of-pocket expenses | 2,500 | 2,500 |
Cash distribution | 2,870 | 3,145 |
Amounts paid and/or accrued to the General Partner | $ 316,004 | $ 323,361 |
Transactions with Owners with_3
Transactions with Owners with Greater than Ten Percent Beneficial Interests (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Jesse Small [Member] | ||
Outstanding advisory board fees |
Transactions with Owners with_4
Transactions with Owners with Greater than Ten Percent Beneficial Interests - Schedule of Advisory Board Fees Paid to Jesse Small (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Jesse Small [Member] | ||
Advisory Board Fees paid | $ 3,000 | $ 3,500 |
Contingent Liabilities (Details
Contingent Liabilities (Details Narrative) | Jan. 02, 2021USD ($) | Dec. 31, 2020USD ($)Number | Dec. 31, 2019USD ($) |
Maximum percentage of disposition fees on sale of partnership properties | 3.00% | ||
Number of partnership properties for sale | Number | 3 | ||
Percentage of disposition fees to be escrowed | 50.00% | ||
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 September 30, 2020, the Partnership may owe TPG $16,296 if the $6,000,000 recovery level is achieved. | ||
Amount of recovery of funds | $ 4,500,000 | ||
Payable fee on achieving recovery level | 16,296 | ||
Aggregate recovery of funds value | $ 6,000,000 | ||
Lease, option to extend | During 2020, six (6) Wendy's leases were extended twenty (20) years through 2040 with significant increases in fixed rents. Such extended terms and future rentals are subject to market leasing commissions for the G.P. not to exceed 3%, subject to the G.P.'s discretion. | ||
Lease commission description | Although the lease terms were extended twenty (20) years through December 31, 2040 and a 3% commission would equate to $609,138 on guaranteed fixed rentals, the G.P. believes a market negotiation would limit any lease commission to the first 10 years of term. | ||
Percentage of lease commission | 3.00% | ||
Leasing commissions expense | $ 12,906 | ||
General Partner [Member] | |||
Leasing commissions expense | 609,138 | ||
Accrued lease commission | $ 304,569 | ||
General Partner [Member] | Subsequent Event [Member] | |||
Accrued lease commission | $ 222,634 | ||
Deferred costs leasing gross | 81,935 | ||
Unamortized deferred leasing commissions | 44,526 | ||
Payments for lease commissions | $ 178,108 |
PMA Indemnification Trust (Deta
PMA Indemnification Trust (Details Narrative) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Banking and Thrift, Other Disclosures [Abstract] | |
Reserve related to partnership assets | $ 250,000 |
Earnings credited to the trust | $ 229,805 |
Fair Value Disclosures (Details
Fair Value Disclosures (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | ||
Recognition of transfers between levels of the fair value hierarchy |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Feb. 15, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Distributions to limited partners | $ 800,000 | $ 800,000 | |
Subsequent Event [Member] | |||
Distributions to limited partners | $ 600,000 | ||
Distributions to limited partners per interest | $ 12.96 |