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Table of Contents

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

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

OF THE SECURITIES EXCHANGE ACT OF 1934

 

(Mark One)

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2020

 

Or

 

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

 

 

Commission File Number:

0-8952

 

SB PARTNERS

(Exact name of registrant as specified in its charter)

     

New York

 

13-6294787

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

     
     

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

 

06460

(Address of principal executive offices)

 

(Zip Code)

 

(203) 283-9593

(Registrant's telephone number, including area code)

 
 

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

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

NONE

 

UNITS OF LIMITED PARTNERSHIP INTEREST 

 

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

 

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

☐ large accelerated filer     ☐ accelerated filer    ☒ non-accelerated filer     ☐ small reporting company    ☐ emerging growth company

 

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

 

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

 

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

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

Not Applicable

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

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

 

Not Applicable

 

 

 

 

SB PARTNERS

 

INDEX

 

Part I

Financial Information

 
     

Item 1

Financial Statements

 
     
 

Consolidated Balance Sheets as of September 30, 2020 (unaudited) and December 31, 2019 (audited)

1

     
 

Consolidated Statements of Operations (unaudited) for the three and nine months ended September 30, 2020 and 2019

2

     
 

Consolidated Statements of Changes in Partners' Equity (Deficit) (unaudited) for the three and nine months ended September 30, 2020 and 2019 

3

     
 

Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2020 and 2019

4

     
 

Notes to Consolidated Financial Statements (unaudited) 

5 – 8

     

Item 2

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

9 – 11

     

Item 3

Quantitative and Qualitative Disclosures about Market Risk

12

     

Item 4T

Controls and Procedures

12

     
     

Part II

Other Information

12

     
 

Signatures

13

     
 

Exhibit 31

 

     

 

Exhibit 32

 

 

 

1

 

 

ITEM 1. FINANCIAL STATEMENTS

 

SB PARTNERS

(A New York Limited Partnership)

 

CONSOLIDATED BALANCE SHEETS

 

   

September 30,

   

December 31,

 
   

2020 (Unaudited)

   

2019 (Audited)

 
                 

Assets:

               

Investments -

               

Real estate, at cost

               

Land

  $ 470,000     $ 470,000  

Buildings, furnishings and improvements

    5,671,101       5,671,101  

Less - accumulated depreciation

    (2,518,832 )     (2,395,451 )
      3,622,269       3,745,650  
                 

Investment in Sentinel Omaha, LLC, net of reserve for fair value of $10,466,941 and $10,395,545 at September 30, 2020 and December 31, 2019, respectively

    41,867,738       41,582,157  
      45,490,007       45,327,807  
                 

Other Assets -

               

Cash and cash equivalents

    611,961       987,624  

Other

    42,833       8,743  
                 

Total assets

  $ 46,144,801     $ 46,324,174  
                 

Liabilities:

               

Accounts payable

  $ 145,150     $ 177,596  

Tenant security deposit

    108,409       107,010  
                 

Total liabilities

    253,559       284,606  
                 

Partners' Equity (Deficit):

               

Units of partnership interest without par value;

               

Limited partner - 7,753 units

    45,903,759       46,052,066  

General partner - 1 unit

    (12,517 )     (12,498 )
                 

Total partners' equity

    45,891,242       46,039,568  
                 

Total liabilities and partners' equity

  $ 46,144,801     $ 46,324,174  

 

See notes to consolidated financial statements

 

 

2

 

SB PARTNERS

(A New York Limited Partnership)

 

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

 

   

For the Three Months Ended September 30,

   

For the Nine Months Ended September 30,

 
   

2020

   

2019

   

2020

   

2019

 

Revenues:

                               

Rental income

  $ 293,365     $ 278,317     $ 880,095     $ 834,951  

Interest income

    164       1,452       2,099       2,167  
                                 

Total revenues

    293,529       279,769       882,194       837,118  
                                 

Expenses:

                               

Real estate operating expenses

    90,653       73,742       230,908       225,393  

Depreciation

    41,127       35,875       123,381       107,625  

Real estate taxes

    35,393       32,873       106,179       97,597  

Management fees

    255,246       252,343       763,950       755,343  

Other

    30,844       26,621       91,683       88,145  
                                 

Total expenses

    453,263       421,454       1,316,101       1,274,103  
                                 

Loss from operations

    (159,734 )     (141,685 )     (433,907 )     (436,985 )
                                 

Equity in net income of investment

    315,222       1,439,584       356,977       2,644,419  
                                 

(Increase) Decrease in reserve for value of investment

    (63,045 )     (287,916 )     (71,396 )     1,151,113  
                                 

Net income (loss)

    92,443       1,009,983       (148,326 )     3,358,547  
                                 

Income (loss) allocated to general partner

    12       130       (19 )     433  
                                 

Income (loss) allocated to limited partners

  $ 92,431     $ 1,009,853     $ (148,307 )   $ 3,358,114  
                                 

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

                               
                                 

Net income (loss)

  $ 11.92     $ 130.27     $ (19.13 )   $ 433.19  
                                 

Weighted Average Number of Units of Limited Partnership Interest Outstanding

    7,753       7,753       7,753       7,753  

 

See notes to consolidated financial statements

 

 

3

 

 

SB PARTNERS

(A New York Limited Partnership)

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIT) (UNAUDITED)

For the Three and Nine Months Ended September 30, 2020 and 2019

 

Limited Partners:

 

Units of Partnership Interest

                         
   

Number

   

Amount

   

Cumulative Cash Distributions

   

Accumulated Income

   

Total

 

Balance, January 1, 2019

    7,753     $ 119,968,973     $ (111,721,586 )   $ 34,336,816     $ 42,584,203  

Net income for the three months ended March 31, 2019

    -       -       -       189,395       189,395  

Balance, March 31, 2019

    7,753       119,968,973       (111,721,586 )     34,526,211       42,773,598  

Net income for the three months ended June 30, 2019

    -       -       -       2,158,866       2,158,866  

Distribution paid

    -       -       (3,101,000 )     -       (3,101,000 )

Balance, June 30, 2019

    7,753       119,968,973       (114,822,586 )     36,685,077       41,831,464  

Net income for the three months ended Sept. 30, 2019

    -       -       -       1,009,853       1,009,853  

Balance, September 30, 2019

    7,753     $ 119,968,973     $ (114,822,586 )   $ 37,694,930     $ 42,841,317  
                                         

Balance, January 1, 2020

    7,753     $ 119,968,973     $ (114,822,586 )   $ 40,905,679     $ 46,052,066  

Net income for the three months ended March 31, 2020

    -       -       -       250,327       250,327  

Balance, March 31, 2020

    7,753       119,968,973       (114,822,586 )     41,156,006       46,302,393  

Net (loss) for the three months ended June 30, 2020

    -       -       -       (491,065 )     (491,065 )

Balance, June 30, 2020

    7,753       119,968,973       (114,822,586 )     40,664,941       45,811,328  

Net income for the three months ended Sept. 30, 2020

    -       -       -       92,431       92,431  

Balance, September 30, 2020

    7,753     $ 119,968,973     $ (114,822,586 )   $ 40,757,372     $ 45,903,759  

 

General Partner:

 

Units of Partnership Interest

                         
   

Number

   

Amount

   

Cumulative Cash Distributions

   

Accumulated Income

   

Total

 

Balance, January 1, 2019

    1     $ 10,000     $ (26,364 )   $ 3,419     $ (12,945 )

Net income for the three months ended March 31, 2019

    -       -       -       24       24  

Balance, March 31, 2019

    1       10,000       (26,364 )     3,443       (12,921 )

Net income for the three months ended June 30, 2019

    -       -       -       279       279  

Distribution paid

    -       -       (400 )     -       (400 )

Balance, June 30, 2019

    1       10,000       (26,764 )     3,722       (13,042 )

Net income for the three months ended Sept. 30, 2019

    -       -       -       130       130  

Balance, September 30, 2019

    1     $ 10,000     $ (26,764 )   $ 3,852     $ (12,912 )
                                         

Balance, January 1, 2020

    1     $ 10,000     $ (26,764 )   $ 4,266     $ (12,498 )

Net income for the three months ended March 31, 2020

    -       -       -       32       32  

Balance, March 31, 2020

    1       10,000       (26,764 )     4,298       (12,466 )

Net (loss) for the three months ended June 30, 2020

    -       -       -       (63 )     (63 )

Balance, June 30, 2020

    1       10,000       (26,764 )     4,235       (12,529 )

Net income for the three months ended Sept. 30, 2020

    -       -       -       12       12  

Balance, September 30, 2020

    1     $ 10,000     $ (26,764 )   $ 4,247     $ (12,517 )

 

See notes to consolidated financial statements.

 

 

4

 

 

SB PARTNERS

(A New York Limited Partnership)

 

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

   

For the Nine Months Ended September 30,

 
   

2020

   

2019

 
                 

Cash Flows From Operating Activities:

               

Net income (loss)

  $ (148,326 )   $ 3,358,547  

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

               

Equity in net (income) of investment

    (356,977 )     (2,644,419 )

Decrease (increase) in reserve for value of investment

    71,396       (1,151,113 )

Depreciation and amortization

    123,381       107,625  

Net (increase) in operating assets

    (34,090 )     (31,019 )

Net (decrease) in accounts payable

    (32,446 )     (429,488 )

Net increase in tenant security deposit

    1,399       1,399  

Net (decrease) in accrued expenses

    -       (3,395,973 )

Distributions from investment in Sentinel Omaha, LLC

    -       8,400,000  
                 

Net cash provided by (used in) operating activites

    (375,663 )     4,215,559  
                 

Cash Flows From Investing Activities:

               

Capital additions to real estate owned

    -       (398,692 )
                 

Net cash used in investing activities

    -       (398,692 )
                 

Cash Flows From Financing Activities:

               

Distributions paid to partners

    -       (3,101,400 )
                 

Net cash used in financing activities

    -       (3,101,400 )
                 

Net change in cash and cash equivalents

    (375,663 )     715,467  
                 

Cash and cash equivalents at beginning of period

    987,624       338,239  
                 

Cash and cash equivalents at end of period

  $ 611,961     $ 1,053,706  

 

See notes to consolidated financial statements

 

 

5

 

SB PARTNERS

Notes to Consolidated Financial Statements (Unaudited)

 

 

(1) ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

 

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

 

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

 

The results of operations for the nine month period ended September 30, 2020 are not necessarily indicative of the results to be expected for a full year.

 

For a discussion of the significant accounting and financial reporting policies of the Partnership, refer to the Annual Report on Form 10–K for the year ended December 31, 2019.

 

 

(2)

COVID-19

 

Due to the COVID-19 outbreak, the Partnership and Omaha may be operating in a challenging and uncertain economic environment. Financial and real estate companies may be affected by liquidity, disparity of real estate values and financing issues. Should market conditions deteriorate, there is no assurance that such conditions will not result in decreased cash flows or ability to repay, refinance or extend Omaha's debt when it comes due, which could result in the sale of investments at amounts less than the reported value at September 30, 2020.

 

 

(3)

COMMON AREA MAINTENANCE REIMBURSEMENTS

 

In connection with the adoption of ASC Topic 842, the Partnership elected the practical expedient concerning the treatment of CAM costs. CAM is a non-lease component of the lease contract under ASC 842, and therefore would be accounted for under ASC Topic 606, Revenue from Contracts with Customers, and presented separate from rental income based on an allocation of the overall contract price, which is not necessarily the amount that would be billable to the tenant for CAM reimbursements per the term of the lease contract. As the timing and pattern of providing the CAM service to the tenant is the same as the timing and pattern of the tenant’s use of the underlying lease asset, the Partnership elected, under the practical expedient, to combine CAM and other Recoverable Costs with the remaining lease components, and recognize them together as rental income in the accompanying Consolidated Statements of Operations.

 

The following table provides a disaggregation of rental income recognized by the Partnership for the three and nine months ended September 30, 2020 and 2019:

 

   

For the Three Months Ended September 30,

   

For the Nine Months Ended September 30,

 
   

2020

   

2019

   

2020

   

2019

 

Operating lease income:

                               

Fixed lease income (Base Rent)

  $ 201,401     $ 189,785     $ 604,203     $ 569,355  

Variable lease income (Recoverable Costs)

    91,964       88,532       275,892       265,596  
                                 

Total Rental Income

  $ 293,365     $ 278,317     $ 880,095     $ 834,951  

 

 

6

 

 

(4)

INVESTMENTS IN REAL ESTATE

 

As of September 30, 2020, the Partnership owns an industrial flex property in Maple Grove, Minnesota. The following is the cost basis and accumulated depreciation of the real estate investment owned by the Partnership as of September 30, 2020 and December 31, 2019.

 

   

No. of

   

Year of

     

Real Estate at Cost

 

Type

 

Prop.

   

Acquisition

 

Description

 

9/30/2020

   

12/31/2019

 
                                   

Industrial flex property

    1       2002  

60,345 sf

  $ 6,141,101     $ 6,141,101  
                                   

Less: Accumulated depreciation

                      (2,518,832 )     (2,395,451 )
                                   

Investment in real estate

                    $ 3,622,269     $ 3,745,650  

 

The Partnership’s wholly owned property located in Maple Grove, Minnesota is 100% leased to a single tenant to October 31, 2024. The tenant pays fixed base rent which increases approximately 3% each year. The tenant pays directly or reimburses the Partnership for all utilities, real estate taxes, insurance and most of the property operating expenses and property management fees.

 

 

(5) ASSETS MEASURED AT FAIR VALUE

 

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

 

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

 

The three levels of fair value hierarchy are described below:

 

 

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

 

 

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

 

 

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

 

 

7

 

The following major categories of assets were measured at fair value as of September 30, 2020 and December 31, 2019:

 

   

Level 3:

   

September 30,

 
   

Significant

   

2020

 
   

Unobservable

   

(Unaudited)

 
   

Inputs

   

Total

 
                 

Assets

               

Investment in Sentinel Omaha, LLC ("Omaha")

  $ 52,334,679     $ 52,334,679  

Reserve for fair value of investment

    (10,466,941 )     (10,466,941 )
                 

Total assets

  $ 41,867,738     $ 41,867,738  

 

   

Level 3:

   

December 31,

 
   

Significant

   

2019

 
   

Unobservable

   

(Audited)

 
   

Inputs

   

Total

 
                 

Assets

               

Investment in Sentinel Omaha, LLC

  $ 51,977,702     $ 51,977,702  

Reserve for fair value of investment

    (10,395,545 )     (10,395,545 )
                 

Total assets

  $ 41,582,157     $ 41,582,157  

 

The following is a reconciliation of the beginning and ending balances for assets measured at fair value using significant unobservable inputs (Level 3) during the periods ended September 30, 2020 and December 31, 2019:

 

   

Investment in

   

Reserve for

         
   

Sentinel

   

fair value

         
   

Omaha, LLC

   

of investment

   

Total

 
                         

Balance at January 1, 2019

  $ 53,548,614     $ (10,709,724 )   $ 42,838,890  

Equity in net income of investment

    6,829,088       -       6,829,088  

Distribution from investment

    (8,400,000 )     -       (8,400,000 )

Decrease in reserve

    -       314,179       314,179  

Balance at December 31, 2019

    51,977,702       (10,395,545 )     41,582,157  

Equity in net income of investment

    356,977       -       356,977  

(Increase) in reserve

    -       (71,396 )     (71,396 )

Balance at September 30, 2020

  $ 52,334,679     $ (10,466,941 )   $ 41,867,738  

 

 

(6) INVESTMENT IN SENTINEL OMAHA, LLC

 

In 2007, the Partnership made an investment in the amount of $37,200,000 in Sentinel Omaha, LLC (“Omaha”). Omaha is a real estate investment company which as of September 30, 2020 owns six multifamily properties in three markets. Omaha is an affiliate of the Partnership’s general partner. The investment represents a 30% ownership interest in Omaha.

 

 

8

The following are the condensed financial statements (000’s omitted) of Omaha as of September 30, 2020 and December 31, 2019 and the nine months ended September 30, 2020 and 2019.

 

   

(Unaudited)

   

(Audited)

 

Balance Sheet

 

September 30, 2020

   

December 31, 2019

 
                 

Investment in real estate, net

  $ 225,500     $ 230,900  

Other assets

    25,127       19,825  

Debt

    (73,498 )     (73,892 )

Other liabilities

    (2,680 )     (3,574 )

Members equity

  $ 174,449     $ 173,259  

 

   

(Unaudited)

   

(Unaudited)

 

Statement of Operations

 

September 30, 2020

   

September 30, 2019

 
                 

Rent and other income

  $ 18,274     $ 20,333  

Real estate operating expenses

    (8,724 )     (9,898 )

Other expenses

    (1,109 )     (2,726 )

Net realized gains

    0       13,635  

Net unrealized (losses)

    (7,251 )     (12,528 )
                 

Net increase in net assets

  $ 1,190     $ 8,816  

 

During 2019, Omaha sold its garden apartment property located in Independence, Missouri and its garden apartment property located in Columbus, Ohio. Net sales proceeds in each transaction were used to first pay selling expenses and retire each property’s related secured mortgage loan. Remaining net sales proceeds were used to retire Omaha’s secured mortgage loan encumbering its garden apartment property located in Charleston, South Carolina to further pay down Omaha’s overall debt. During 2019, Omaha paid two distributions to its investors including an aggregate of $8,400,000 to the Partnership.

 

The Omaha portfolio reported a loss of value on its real estate investments of approximately $5,400,000 (-2.24%) for the nine month period ended September 30, 2020. The loss in value is due primarily to estimates of lower income growth and higher rental income collection losses during the near term due to the effects of the Covid 19 pandemic.

 

 

9

 

 

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019

 

 

General

 

The consolidated financial statements for the three and nine months ended September 30, 2020 and 2019 reflect the operation of one wholly owned industrial flex property located in Maple Grove, Minnesota and a 30% interest in Omaha.

 

Registrant’s wholly owned property located in Maple Grove, Minnesota is 100% leased to a single tenant to October 31, 2024. The tenant pays fixed base rent which increases approximately 3% each year. The tenant pays directly or reimburses Registrant for all utilities, real estate taxes, insurance and most of the property operating expenses and property management fees.

 

Omaha’s portfolio as of September 30, 2020 consists of six garden apartment properties located in three markets. Leases generally are for one year or less. Tenants generally pay fixed rent plus utilities used by tenant.

 

COVID-19

 

Due to the COVID-19 outbreak, the Registrant and Omaha may be operating in a challenging and uncertain economic environment. Financial and real estate companies may be affected by liquidity, disparity of real estate values and financing issues. Should market conditions deteriorate, there is no assurance that such conditions will not result in decreased cash flows or ability to repay, refinance or extend Omaha's debt when it comes due, which could result in the sale of investments at amounts less than the reported value at September 30, 2020.

 

Results of Operations

 

Total revenues from continuing operations for the three months ended September 30, 2020 increased $14,000 to approximately $294,000 as compared to approximately $280,000 for the three months ended September 30, 2019. Total revenues increased due to an increase in base rental income and other income. Base rental income increased $12,000 to approximately $201,000 for the three months ended September 30, 2020 as compared to the same period in 2019 due to a scheduled increase in base rent at Registrant’s property located in Maple Grove, MN. Other income increased due to an increase in real estate taxes charged back to the tenant.

 

The Registrant reported a net loss from operations of approximately $160,000 for the three months ended September 30, 2020, an increase of $18,000 as compared to a net loss from operations of approximately $142,000 for the same period in 2019. Net loss from operations consists of net income from the Maple Grove property offset by partnership income and expenses. The increase of loss from operations was primarily due to higher total expenses partially offset by higher total income. Total expenses from operations for 2020 increased $32,000 to approximately $453,000 from approximately $421,000 in 2019, due primarily to an increase in repairs and maintenance expense of $8,000, an increase in administration expense of $10,000, an increase in depreciation expense of $5,000 and an increase in professional fees of $4,000.

 

Total revenues from continuing operations for the nine months ended September 30, 2020 increased $45,000 to approximately $882,000 as compared to approximately $837,000 for the nine months ended September 30, 2019. Total revenues increased due to an increase in base rental income and other income. Base rental income increased $35,000 to approximately $604,000 for the nine months ended September 30, 2020 as compared to the same period in 2019 due to a scheduled increase in base rent at Registrant’s property located in Maple Grove, MN. Other income increased due to an increase in real estate taxes charged back to the tenant.

 

The Registrant reported a net loss from operations of approximately $434,000 for the nine months ended September 30, 2020, a decrease of $3,000 as compared to a net loss from operations of approximately $437,000 for the same period in 2019. Net loss from operations consists of net income from the Maple Grove property offset by partnership income and expenses. The decrease of loss from operations was primarily due to higher total income partially offset by higher total expenses. Total expenses from operations for 2020 increased $42,000 to approximately $1,316,000 from approximately $1,274,000 in 2019, due primarily to increases in asset management fees of $9,000, an increase in depreciation expense of $15,000, an increase in administration expense of $14,000, an increase in asset management fees of $9,000 and an increase in real estate taxes of $9,000 partially offset by a decrease in repairs and maintenance expense of $9,000.

 

The Registrant has a 30% non-controlling interest in Omaha that is accounted for on a fair value basis. Net increase in net assets decreased $2,177,000 to approximately $357,000 for the nine months ended September 30, 2020 compared to net increase in net assets of approximately $2,534,000 for the same period in 2019.

 

 

10

The Omaha portfolio reported a loss of value on its real estate investments of approximately $5,400,000 (-2.24%) for the nine month period ended September 30, 2020. The loss in value is due primarily to estimates of lower income growth and higher rental income collection losses during the near term due to the effects of the Covid 19 pandemic. Occupancy levels have remained steady during the current year at most of Omaha’s properties. Occupancy had gone down at Omaha’s property located in Charleston, South Carolina due to the economic slowdown in Charleston but has recently improved. Omaha estimated the value of the properties in its portfolio using the Direct Capitalization and Discounted Cash Flow methods of the Income Approach as it is anticipated that most buyers would estimate values this way as public crisis has resulted in limited sale transactions for which to support use of the Sales Comparison Approach. Omaha mostly used the same capitalization, termination and discount rates as used in the prior quarter as there were minimal current market sales transactions in the markets where Omaha’s properties are located and based on discussions with numerous third party appraisers.

 

During 2019, Omaha sold its garden apartment property located in Independence, Missouri and its garden apartment property located in Columbus, Ohio. Net sales proceeds in each transaction were used to first pay selling expenses and retire each property’s related secured mortgage loan. Remaining net sales proceeds were used to retire Omaha’s secured mortgage loan encumbering its garden apartment property located in Charleston, South Carolina to further pay down Omaha’s overall debt. During the nine months ended September 30, 2020, Omaha reported a net decrease in the value of its remaining real estate portfolio of $5,400,000.

 

The investment in a 30% non-controlling interest is valued at a discount due to the lack of liquidity and ownership of a non-controlling (minority) interest. Registrant has reported a reserve on the value of Omaha on its books of 20% since September 30, 2018.

 

During 2019, Omaha paid distributions totaling $28,000,000 to its members including $8,400,000 to Registrant. On April 16, 2019, the general partner declared a distribution of $400 per full unit for all partners holding units or participations on May 31, 2019. The distribution was paid on June 4, 2019.

 

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

 

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

 

CRITICAL ACCOUNTING POLICIES

 

The Registrant’s critical accounting policies are described in its Annual Report on Form 10-K for the year ended December 31, 2019. There were no significant changes to such policies in 2020. There are no accounting pronouncements or interpretations that have been issued, but not yet adopted, that Registrant believes will have a material impact on its consolidated financial statements.

 

Liquidity and Capital Resources

 

As of September 30, 2020, the Registrant had cash and cash equivalents of approximately $612,000. These balances are approximately $376,000 lower than cash and cash equivalents held on December 31, 2019. Cash and cash equivalents decreased during the nine months ended September 30, 2020 due to partnership expenses partially offset by cash flow generated from operating activities at Registrant’s wholly owned property.

 

Currently, Registrant’s only consistent source of cash is rental income received from the tenant that leases 100% of the leasable space at Registrant’s wholly owned property in Maple Grove. The tenant reimburses Registrant for real estate taxes, insurance and most of the property’s operating expenses leaving a significant portion of the base rent received available to fund partnership administrative expenses.

 

Registrant anticipates cash flow generated from the property located in Maple Grove and current cash reserves will be sufficient to pay ongoing operating and capital improvement costs, other working capital requirements of the Registrant and current fees due to the General Partner and its affiliates. The Registrant has no debt except normal trade accounts payable and a security deposit held for the tenant at Registrant’s wholly owned property.

 

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

 

 

11

 

Eagle Lake Business Center IV (Maple Grove, Minnesota)

 

Total revenues for the three months ended September 30, 2020 increased $15,000 to approximately $293,000 as compared to approximately $278,000 for the three months ended September 30, 2019. The property reported higher base rental income and higher other rental income. Base rental income was higher in 2020 due to a scheduled increase in the base rent. Other income increased due to an increase in real estate taxes charged back to the tenant. Net operating income, which includes deductions for depreciation, decreased $4,000 for the three months ended September 30, 2020 as compared to the same period in 2019. Net operating income increased due to higher total operating expenses partially offset by higher total revenue. Operating expenses were higher due to higher repairs and maintenance expense, depreciation expense and real estate tax expense.

 

Total revenues for the nine months ended September 30, 2020 increased $45,000 to approximately $880,000 as compared to approximately $835,000 for the nine months ended September 30, 2019. The property reported higher base rental income and higher other rental income. Base rental income was higher in 2020 due to a scheduled increase in the base rent. Other income increased due to an increase in real estate taxes charged back to the tenant. Net operating income, which includes deductions for depreciation, increased $39,000 for the nine months ended September 30, 2020 as compared to the same period in 2019. Net operating income increased due to higher total revenue partially offset by slightly higher operating expenses. Operating expenses were higher due to higher depreciation expense and real estate tax expense partially offset by lower repairs and maintenance expense.

 

Investment in Sentinel Omaha, LLC

 

Comparison of three months ended September 30, 2020 to September 30, 2019:

 

As of September 30, 2020, the Omaha portfolio consisted of six multi-family properties located in three markets. Omaha’s total revenues for the three months ended September 30, 2019 were approximately $6,064,000. Income before net unrealized losses was approximately $2,698,000. Major expenses included approximately $257,000 for interest expense, $541,000 for repairs and maintenance, $809,000 for payroll, and $700,000 for real estate taxes. Omaha reported net unrealized losses of approximately $1,647,000 resulting in a net increase in net assets of approximately $1,051,000. For the three months ended September 30, 2019, the Registrant’s 30% equity interest in the income of Omaha was approximately $315,000. Registrant reserves 20% of the reported value of Omaha on its balance sheet for September 30, 2020. The reserve for value was adjusted in conjunction with recording the equity income for the quarter ended September 30, 2020. As a result, Registrant reported net income from equity interest in income of Omaha for the quarter ended September 30, 2020 of $252,000.

 

As of September 30, 2019, the Omaha portfolio consisted of six multi-family properties located in three markets. Omaha’s total revenues for the three months ended September 30, 2019 were approximately $6,220,000. Income before net unrealized losses was approximately $2,485,000. Major expenses included approximately $534,000 for interest expense, $615,000 for repairs and maintenance, $835,000 for payroll, and $767,000 for real estate taxes. Omaha reported net unrealized gains of approximately $2,313,000 resulting in a net increase in net assets of approximately $4,799,000. For the three months ended September 30, 2019, the Registrant’s 30% equity interest in the income of Omaha was approximately $1,440,000. Registrant reserves 20% of the reported value of Omaha on its balance sheet for September 30, 2019. The reserve for value was adjusted in conjunction with recording the equity income for the quarter ended September 30, 2019. As a result, Registrant reported net income from equity interest in income of Omaha for the quarter ended September 30, 2019 of $1,152,000.

 

Comparison of nine months ended September 30, 2020 to September 30, 2019:

 

Omaha’s total revenues for the nine months ended September 30, 2020 were approximately $18,274,000. Income before net unrealized losses was approximately $8,441,000. Major expenses included approximately $1,066,000 for interest expense, $1,446,000 for repairs and maintenance, $2,357,000 for payroll, and $2,069,000 for real estate taxes. Omaha reported net unrealized losses of approximately $7,251,000 resulting in a net increase in net assets of approximately $1,190,000. For the nine months ended September 30, 2020, the Registrant’s 30% equity interest in the income of Omaha was approximately $357,000. Registrant reserves 20% of the reported value of Omaha on its balance sheet for September 30, 2020. The reserve for value was adjusted in conjunction with recording the equity income for the nine months ended September 30, 2020. As a result, Registrant reported net income from equity interest in income of Omaha for the quarter ended September 30, 2020 of $286,000.

 

Omaha’s total revenues for the nine months ended September 30, 2019 were approximately $20,333,000. Income before net unrealized losses and net realized gains was approximately $7,709,000. Major expenses included approximately $2,629,000 for interest expense, $1,743,000 for repairs and maintenance, $2,724,000 for payroll, and $2,187,000 for real estate taxes. Omaha reported net unrealized losses of approximately $12,528,000 and net realized gains of approximately $13,635,000 resulting in a net increase in net assets of approximately $8,816,000. For the nine months ended September 30, 2019, the Registrant’s 30% equity interest in the income of Omaha was approximately $2,644,000. Registrant reserves 20% of the reported value of Omaha on its balance sheet for September 30, 2019. The reserve for value was adjusted in conjunction with recording the equity income for the nine months ended September 30, 2019. As a result, Registrant reported net income from equity interest in income of Omaha for the nine months ended September 30, 2019 of $3,796,000.

 

 

12

 

ITEM 3.

 

None

 

ITEM 4.

CONTROLS AND PROCEDURES

 

 

(a)

The Chief Executive Officer and the Principal Accounting & Financial Officer of the general partner of SB Partners have evaluated the disclosure controls and procedures relating to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2020 as filed with the Securities and Exchange Commission and have judged such controls and procedures to be effective.

 

 

(b)

The Chief Executive Officer and the Principal Accounting and Financial Officer of the general partner of SB Partners have evaluated the internal control over financial reporting relating to the Registrant’s Quarterly Report on form 10-Q for the period ended September 30, 2020 and have identified no changes in the Registrant’s internal controls that have materially affected or are reasonably likely to materially affect the Registrant’s internal controls over financial reporting.

 

 

PART II – OTHER INFORMATION

 

ITEM 6.

EXHIBITS

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

 

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

 

 

13

SIGNATURES

 

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

 

 

   

SB PARTNERS

   

(Registrant)

     
 

By:

SB PARTNERS REAL ESTATE CORPORATION

   

General Partner

     
     
     

Dated: November 12, 2020

By:

George N Tietjen III 

     
   

/s/ George N. Tietjen III

   

Chief Executive Officer

     
     
     
   

Principal Financial & Accounting Officer

     

Dated: November 12, 2020

By:

John H. Zoeller

     
   

/s/ John H. Zoeller

   

Chief Financial Officer