UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
FORM 10-K - ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One) |
|||||||||
[x] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
|||||||||
For the fiscal year ended |
December 31, 2018 |
||||||||
Or |
|||||||||
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
|||||||||
For the transition period from ____________________ to ______________________ |
|||||||||
Commission file Number: 0-8952 |
|||||||||
SB Partners |
|||||||||
(Exact name of registrant as specified in its charter) |
|||||||||
New York |
13-6294787 |
||||||||
(State of 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) |
||||||||
Registrant's telephone number, including area code |
(203) 283-9593 |
||||||||
Securities registered pursuant to Section 12(b) of the Act: |
|||||||||
Title of each Class |
Name of each exchange on which registered |
||||||||
NONE |
|
|
|||||||
Securities registered pursuant to Section 12(g) of the Act: |
|||||||||
Units of Limited Partnership Interests |
|||||||||
(Title of Class) |
2
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. [ ] Yes [X] No
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act from their obligations under those sections. [ ] Yes [X] No
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the proceeding twelve months (or for such shorter period that the Registrant was required to submit such files). [ X ] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” "non-accelerated filer," “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (check one):
[ ] Large Accelerated Filer [ ] Accelerated Filer [X] Non-Accelerated Filer [ ] Smaller Reporting Company [ ] Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
NOTE: If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form.
Not Applicable
APPLICABLE ONLY TO REGISTRANTS 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 Section 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 REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.
Not Applicable
DOCUMENTS INCORPORATED BY REFERENCE.
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g. annual report to security holders for fiscal year ended December 24, 1980).
None
3
PART I
ITEM 1. BUSINESS
Description of SB Partners (the “Registrant”)
The Registrant is a New York limited partnership formed to engage in acquiring, operating and holding for investment a varying portfolio of real estate interests. The Registrant's initial public offering was in 1971, the year it began operations. As of December 31, 2018, the Registrant owns an industrial flex property in Maple Grove, Minnesota. In addition, the Registrant has a thirty percent interest in Sentinel Omaha, LLC (“Omaha”). Omaha is a real estate investment company which as of December 31, 2018 owns eight multifamily properties in five markets. Omaha is an affiliate of the Registrant’s general partner.
The principal objectives of the Registrant are, first, to obtain capital appreciation through equity investments in real estate; second, to generate cash available for distribution, a portion of which may not be currently taxable; and third, to the extent still permitted under the Internal Revenue Code of 1986, as amended, to generate tax losses which may offset the limited partners' income from the Registrant and certain other sources.
The Registrant’s filings with the Securities and Exchange Commission (the “SEC”) are available on the SEC’s Website at www.sec.gov and type in 0000087047 for the Registrant’s CIK.
Recent Developments and Real Estate Investment Factors
Omaha’s portfolio consists exclusively of older multi-family properties located in secondary and tertiary markets. During 2018 and 2017, physical and economic occupancy remained stable at most of Omaha’s properties. However average net rental income increased at a much slower rate of 1.7% for 2018 and 1.1% for 2017 vs. 5.7% for 2016 and 7.2% for 2015 (see Item 2. Properties). All of Omaha’s property mortgage loans pay interest based on floating interest rates. During 2018 and 2017 the floating rates on these loans increased as short term LIBOR rates increased as their rates are based on one month LIBOR. The one month LIBOR rate increased from an average of (0.7164%) during December 2016 to an average of (1.4925%) during December 2017 and an average of (2.4582%) during December 2018. During 2017 Omaha was able to pay down a portion of its unsecured bank loan using net sales proceeds from the sale of three properties and cash generated from real estate operations. During 2017, Omaha sold its garden apartment property in Daytona, Florida and sold both garden apartment properties located in Fayetteville, North Carolina. Net sales proceeds in each transaction were used to first pay selling expenses and retire each property’s secured mortgage loan. Remaining net sales proceeds were used to reduce Omaha’s unsecured loan. As of December 31, 2017 Omaha’s unsecured loan had a balance of $20,359,322. Omaha’s unsecured loan had a maturity date of December 31, 2017. Prior to maturity, Omaha exercised its one option to extend the maturity date to June 30, 2018. During 2018, Omaha sold its garden apartment property in Asheville, North Carolina and its garden apartment property in Fresno, California. 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 unsecured loan and were used to retire Omaha’s secured mortgage loan encumbering its high rise apartment property located in Omaha, Nebraska to further pay down Omaha’s debt. Retirement of the unsecured loan removed certain restrictions placed on Omaha by the lender including making distributions to its members including Registrant. On October 16, 2018 Sentinel Omaha paid distributions to its members including $2,400,000 to Registrant. During 2018 Omaha also sold its high rise apartment property located in Omaha, Nebraska. Net sales proceeds were used to first pay selling expenses. Remaining net sales proceeds were used to retire Omaha’s secured mortgage loan encumbering its garden apartment property located in Columbus, Ohio to further pay down Omaha’s debt.
Omaha reports its investments in real estate properties on a fair value basis and for the year ended December 31, 2018 Omaha reported an increase of $8,325,000 in the value of its portfolio over the same properties as of the year ended December 31, 2017. The total real estate portfolio value of $290,500,000 as of December 31, 2018 consists of the same properties which made up Omaha’s portfolio as of December 31, 2017 less the three properties sold during 2018. Registrant as of the year ended December 31, 2016 recognized a value in the Omaha investment equal to Registrant’s 30% portion of the equity reported on Omaha’s balance sheet as of December 31, 2016 less a 35% reserve for possible unforeseen disruptions in the property and capital markets. As a result of the overall increase in Omaha’s real estate values and the further pay down of its unsecured bank loan, Registrant reduced the reserve of Omaha’s equity value from 35% to 25% as of December 31, 2017. The investment in a 30% non-controlling interest would still be valued at a discount due to the lack of control and liquidity. Due to Omaha paying off the unsecured debt in 2018 the reserve has been reduced to 20% as of March 31, 2018.
4
For the year ended December 31, 2018 Sentinel Omaha reported a 3.0% increase in real estate values. Omaha anticipates the net operating income from its remaining portfolio to be flat during 2019 as compared to 2018. As noted above, all of Omaha’s property mortgage loans use floating rates based on one month LIBOR rates plus the credit spread.
As noted earlier, during 2018 the floating rates on Omaha loans increased as short term LIBOR rates increased. Fixed mortgage loan interest rates for multi-family properties of similar class and location as Omaha’s portfolio also increased during 2017 from an approximate range of 4.10% to 4.15% in early 2017 to 4.35% to 4.50% near the end of 2017 and further to an approximate range of 5.05% to 5.10% in December 2018. Although increases in fixed mortgage rates do not impact the operating cash flow of the Omaha properties directly, increases in fixed and floating rates on commercial mortgage debt can have a negative impact on capitalization rates and the sales prices Omaha may achieve in the future.
Registrant has only one wholly owned property which is located in Maple Grove, Minnesota. It is 100% leased to a single tenant whose lease was to expire October 31, 2019. On July 26, 2018, Registrant and the tenant executed the Fifth Amendment to the lease agreement which extends the expiration date to October 31, 2024. The tenant pays fixed base rent which increases approximately 3% each year and the tenant’s option to terminate the lease early has been eliminated. All other significant terms of the lease remain the same. 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. If the tenant defaulted the Registrant would have no internal source of funds until the space is released to a new tenant or Registrant receives distributions from Omaha.
Registrant’s total outstanding debt at December 31, 2017 consisted of a bank loan (“Loan”) with a bank (“Holder”) with a balance of $5,726,590. On October 4, 2018, Registrant and the Holder of the Loan executed a Discounted Payoff Agreement (“Payoff Agreement”) whereby Registrant made a one-time payment of $4,000,000 on October 19, 2018 to retire and fully satisfy the balance of the Loan of $5,693,876 at a discount. The source of funds to retire the Loan was a distribution from Sentinel Omaha, LLC of $2,400,000, cash escrow held by the Holder of approximately $510,000 and the remainder from partnership cash reserves to total $4,000,000. The payoff of $4,000,000 to satisfy the Loan is less than the outstanding balance of the Loan in the amount of $5,693,876. The difference of $1,693,876 was recorded as gain on extinguishment of debt. The Registrant has no other debt except normal trade accounts payable, a security deposit held for the tenant leasing the space at the Maple Grove property and accrued investment management fees.
(Please refer to Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations.)
ITEM 1A. Risks Factors
This report on Form 10-K 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. Actual results may differ materially from those contemplated by the forward looking statements for a number of reasons, including, but not limited to, those risks described below:
General
The Registrant's investments consist of direct or indirect investments in real property and as such will be subject to varying degrees of risk generally incident to the ownership of real estate assets. The underlying value of the Registrant's direct real property and the Registrant's financial condition will be dependent upon its ability to operate the property in a manner sufficient to maintain or increase revenues and to generate sufficient income in excess of ownership and operating expenses. The underlying value of the Registrant's real estate investment will be dependent upon the investment’s managing partner’s ability to operate its properties in a manner sufficient to maintain or increase revenues and to generate sufficient income in excess of ownership and operating expenses. Income from the wholly owned property and the properties of the investments may be adversely affected by changes in national and local economic conditions such as oversupply of industrial flex space or apartments in the Registrant's markets, the attractiveness of the properties to tenants, changes in interest rates and in the availability, cost and terms of mortgage financing, the ongoing need for capital improvements, particularly in older structures, changes in real estate tax rates, adverse changes in governmental rules and fiscal policies, adverse changes in zoning laws, civil unrest, acts of God, including natural disasters (which may result in uninsured losses), and other factors which are beyond the control of the Registrant. If the Registrant were unable to promptly renew the leases of a significant number of tenants, re-lease vacant spaces or, if the rental rates upon such renewal or re-letting were significantly lower than expected rates, the Registrant's results of operations, financial condition and ability to make distributions to Unit holders may be adversely affected.
5
Risks of Liability and Loss
The development and ownership of real estate may result in liability to third parties due to conditions existing on a property which may result in injury. In addition, real estate may suffer a loss in value due to casualties such as fire or natural disaster. Such liability or loss may be uninsurable in some circumstances, such as a loss caused by the presence of mold, or may exceed the limits of insurance maintained at typical amounts for the type and condition of the property. Real estate may also be taken, in whole or in part, by public authorities for public purposes in eminent domain proceedings. Awards resulting from such proceedings may not adequately compensate the Registrant for the value lost.
Value and Non-liquidity of Real Estate
Real estate investments are relatively non-liquid. The Registrant's ability to vary its portfolio in response to changes in economic and other conditions will therefore be limited. If the Registrant must sell an investment, there can be no assurance that it will be able to dispose of the investment in the time period it desires or that the sales price of the investment will recoup or exceed the amount of the Registrant's cost of the investment.
Potential Adverse Effect on Results of Operations Due to Operating Risks
The Registrant's real estate investments are subject to operating risks common to real estate in general, any and all of which may adversely affect occupancy or rental rates.
Debt Servicing and Financing
Total outstanding debt at December 31, 2017 consisted of a bank loan (“Loan”) with a bank (“Holder”) with a balance of $5,726,590. On October 4, 2018, Registrant and the Holder of the Loan executed a Discounted Payoff Agreement (“Payoff Agreement”) whereby Registrant made a one-time payment of $4,000,000 on October 19, 2018 to retire and fully satisfy the balance of the Loan of $5,693,876 at a discount. The source of funds to retire the Loan was a distribution from Sentinel Omaha, LLC of $2,400,000, cash escrow held by the Holder of approximately $510,000 and the remainder from partnership cash reserves to total $4,000,000. The payoff of $4,000,000 to satisfy the Loan is less than the outstanding balance of the Loan in the amount of $5,693,876. The difference of $1,693,876 was recorded as gain on extinguishment of debt. The Registrant has no other debt except normal trade accounts payable, a security deposit held for the tenant leasing the space at the Maple Grove property and accrued investment management fees.
Environmental Issues
Under various federal, state and local environmental laws, ordinances and regulations, an owner or operator of real estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances on such property. These laws often impose environmental liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. The presence of such substances, or the failure to properly remediate their presence, may adversely affect the owner's or operator's ability to sell or rent the property or to borrow using the property as collateral. Persons who arrange for the disposal or treatment of hazardous or toxic substances may also be liable for the costs of removal or remediation of such substances at a disposal or treatment facility, whether or not such facility is owned or operated by such person. Certain third parties may seek recovery from owners or operators of such properties or persons who arranged for the disposal or treatment of hazardous or toxic substances and, therefore, are potentially liable for removal or remediation costs, as well as certain other related costs, including governmental fines and injuries to persons and property.
6
Competition
The Registrant competes for tenants with many other real estate owners. The success of the Registrant in attracting tenants for its property will depend upon its ability to maintain its property and its attractiveness to tenants, new property developments, local conditions, and changing demographic trends. The Registrant's property is located in a developed area that includes other, similar properties. The number of competitive properties in a particular area could have a material effect on the Registrant's ability to lease industrial flex space and on the rents charged at such property.
Tax Matters
On December 22, 2017, the Tax Cuts and Jobs Act (the Act) was signed into law. The Act is a complex revision to U.S. federal income tax laws with various impacts on different categories of taxpayers and industries, and will require subsequent rulemaking and interpretation in a number of areas. The long term impact of the Act on the overall economy, the real estate industry, the Registrant, and the Unit holders cannot be reliably predicted at this time. Unit holders are urged to consult their own tax advisors with respect to the tax consequences arising under the federal law (including the Act) and the laws of any state, municipality or other taxing jurisdiction, including tax consequences arising from such Unit holders own tax characteristics.
General
Efforts required in complying with federal, state and local environmental regulations may have and may continue to have an adverse effect on the Registrant's operations in the future, although such costs have not historically been significant in amount.
The Registrant considers itself to be engaged in only one industry segment, real estate investment, and therefore information regarding industry segments is not applicable and has not been provided.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
7
ITEM 2. PROPERTIES
The property owned by the Registrant as of December 31, 2018 is as follows:
Description |
Percent |
Occupancy |
||||||||||||||||||||||||||||||
Property |
Location |
Sq. Ft. |
Units |
Acres |
Acquisition |
Ownership |
12/31/2018 |
Mortgage |
||||||||||||||||||||||||
Industrial Flex: |
||||||||||||||||||||||||||||||||
Eagle Lake Business Center IV |
Maple Grove, MN |
60,000 | n/a | 5.15 |
Jun 02 |
100 | % | 100 | % | $ | 0 |
Eagle Lake Business Center IV is 100% leased to a single tenant whose lease was scheduled to expire October 31, 2019. On July 26, 2018, Registrant and the tenant executed an amendment to the lease to, among other items, extend the maturity of the lease to October 31, 2024. The tenant's previous option to terminate the lease has been eliminated. |
Investment in Sentinel Omaha LLC: |
||||||||||||||||||||||||||||||||
8 garden apartment properties |
5 U.S. markets |
n/a | 2,632 | n/a |
Sept. 07 |
30 | % | 92 | % | n/a |
Additional information regarding properties owned by the Registrant:
2018 |
2017 |
2016 |
2015 |
2014 |
||||||||||||||||
Average Occupancy (a) |
||||||||||||||||||||
Eagle Lake Business Center IV (b) |
100.00 | % | 100.00 | % | 100.00 | % | 100.00 | % | 100.00 | % | ||||||||||
435 Park Court (c)(e) |
n/a | n/a | n/a | 100.00 | % | 100.00 | % | |||||||||||||
Investment in Sentinel Omaha, LLC (d) |
92.00 | % | 92.00 | % | 91.00 | % | 93.00 | % | 91.00 | % | ||||||||||
Effective Annual Rent (a) |
||||||||||||||||||||
Eagle Lake Business Center IV (b) (f) |
$ | 18 | $ | 18 | $ | 18 | $ | 17 | $ | 18 | ||||||||||
435 Park Court (c) (e) (f) |
n/a | n/a | n/a | $ | 6 | $ | 6 | |||||||||||||
Investment in Sentinel Omaha, LLC (d) (g) |
$ | 10,968 | $ | 10,126 | $ | 10,012 | $ | 9,474 | $ | 8,834 |
(a) For period of ownership.
(b) Property was purchased June 12, 2002.
(c) Property was purchased on October 5, 2005.
(d) Investment was purchased September 2007.
(e) Property was sold on September 17, 2015.
(f) Average per square foot per annum. Base rent plus operating expense reimbursements from tenant, divided by the total number of square feet at the property. Expense reimbursements include only expenses paid by Registrant in accordance with the terms of each lease. Reimbursements by the tenant include real estate taxes, insurance and certain operating expenses. Amounts are annualized for periods of ownership of less than one year.
(g) Average per apartment unit per annum. Gross potential rent, less concessions and vacancies, divided by the total number of apartment units at the property. Amounts are annualized for periods of ownership of less than one year.
ITEM 3. LEGAL PROCEEDINGS
None
ITEM 4.
(Removed and Reserved).
8
PART II
ITEM 5. MARKET FOR REGISTRANT'S UNITS OF PARTNERSHIP INTEREST AND RELATED UNITHOLDER MATTERS
The transfer of Units or Participations (equivalent to one-half Unit) is subject to certain limitations, including the consent of the General Partner. There is no public market for the Units and it is not anticipated that any such public market will develop. The number of Unit holders as of December 31, 2018 was 2,233.
At various times, the Registrant has generated and distributed cash to the Unit holders. Registrant did not declare a distribution for 2018, 2017 or 2016. Cumulative distributions since inception have totaled $111,747,950. However, there is no requirement to make such distributions nor can there be any assurance that future operations will generate cash available for distribution.
9
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected financial data regarding the Registrant's financial condition and results of operations determined in accordance with accounting principles generally accepted in the United States of America. This data should be read in conjunction with the Audited Consolidated Financial Statements and Notes thereto, and Management's Discussion and Analysis of Financial Condition and Results of Operations, included elsewhere in this annual report on Form 10-K.
For the Years Ended December 31, |
||||||||||||||||||||
2018 |
2017 |
2016 |
2015 |
2014 |
||||||||||||||||
(In Thousands, Except Unit Data) |
||||||||||||||||||||
Income Statement Data: |
||||||||||||||||||||
Rental, Interest and Other Revenues |
$ | 1,110 | $ | 1,081 | $ | 1,059 | $ | 1,016 | $ | 1,087 | ||||||||||
Operating Expenses, Less Depreciation and Amortization |
(1,468 | ) | (1,418 | ) | (1,412 | ) | (1,834 | ) | (2,002 | ) | ||||||||||
Depreciation and Amortization |
(171 | ) | (179 | ) | (179 | ) | (161 | ) | (167 | ) | ||||||||||
Loss from Operations |
(529 | ) | (516 | ) | (532 | ) | (979 | ) | (1,082 | ) | ||||||||||
Equity in Net Income of Investment |
5,842 | 11,320 | 9,895 | 22,142 | 5,081 | |||||||||||||||
Reserve for Value of Investment |
1,817 | 1,048 | 870 | (7,696 | ) | (5,081 | ) | |||||||||||||
Income (Loss) from Continuing Operations |
7,130 | 11,852 | 10,233 | 13,467 | (1,082 | ) | ||||||||||||||
Income from Discontinued Operations |
- | - | - | 401 | 207 | |||||||||||||||
Gain on Extinguishment of Debt |
1,694 | - | - | - | - | |||||||||||||||
Gain on Sale of Investments in Real Estate |
- | - | - | 3,569 | - | |||||||||||||||
Net Income (Loss) |
$ | 8,824 | $ | 11,852 | $ | 10,233 | $ | 17,437 | $ | (875 | ) | |||||||||
Income (Loss) from Continuing Operations per Unit of Partnership Interest: |
$ | 920 | $ | 1,529 | $ | 1,320 | $ | 1,737 | $ | (140 | ) | |||||||||
Income from Discontinued Operations per Unit of Partnership Interest: |
$ | - | $ | - | $ | - | $ | 52 | $ | 27 | ||||||||||
Gain on Extinguishment of Debt per Unit of Partnership Interest: |
$ | 218 | $ | - | $ | - | $ | - | $ | - | ||||||||||
Distributions paid per Unit of Partnership Interest |
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Weighted Average Number of Partnership Units Outstanding |
7,754 | 7,754 | 7,754 | 7,754 | 7,754 | |||||||||||||||
Balance Sheet Data at Year End: |
||||||||||||||||||||
Real Estate, net |
$ | 3,461 | $ | 3,467 | $ | 3,559 | $ | 3,716 | $ | 3,706 | ||||||||||
Real Estate Assets Held for Sale |
$ | - | $ | - | $ | - | $ | - | $ | 12,026 | ||||||||||
Investment in Sentinel Omaha, LLC, net |
$ | 42,839 | $ | 37,580 | $ | 25,211 | $ | 14,446 | $ | - | ||||||||||
Other Assets in Discontinued Operations |
$ | - | $ | - | $ | - | $ | - | $ | 23 | ||||||||||
Total Assets |
$ | 46,646 | $ | 43,008 | $ | 30,606 | $ | 20,083 | $ | 17,272 | ||||||||||
Loan Payable |
$ | - | $ | 5,719 | $ | 5,731 | $ | 5,936 | $ | 9,953 | ||||||||||
Mortgage Note in Discontinued Operations |
$ | - | $ | - | $ | - | $ | - | $ | 10,000 | ||||||||||
Other Liabilities in Discontinued Operations |
$ | - | $ | - | $ | - | $ | - | $ | 25 | ||||||||||
Partners' Equity (Deficit) |
$ | 42,571 | $ | 33,748 | $ | 21,895 | $ | 11,662 | $ | (5,775 | ) |
10
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
COMPANY OVERVIEW
The Registrant is a New York limited partnership formed to engage in acquiring, operating and holding for investment a varying portfolio of real estate interests. The Registrant's initial public offering was in 1971, the year it began operations. As of December 31, 2018, the Registrant owned an industrial flex property in Maple Grove, Minnesota and the Registrant has a thirty percent interest in Sentinel Omaha, LLC. Omaha is a real estate investment company which as of December 31, 2018 owns eight multifamily properties in five markets. Omaha is an affiliate of the Registrant’s general partner.
The principal objectives of the Registrant are, first, to obtain capital appreciation through equity investments in real estate; second, to generate cash available for distribution, a portion of which may not be currently taxable; and third, to the extent still permitted under the Internal Revenue Code of 1986, as amended, to generate tax losses which may offset the limited partners' income from the Registrant and certain other sources.
The consolidated financial statements for the years ended December 31, 2018, 2017 and 2016 reflect the operations of one industrial flex property located in Maple Grove, Minnesota as well as a 30% interest in Omaha.
CRITICAL ACCOUNTING ESTIMATES
In preparing the consolidated financial statements, management has made estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
Set forth below is a summary of the accounting policies that management believes are critical to the preparation of the consolidated financial statements. The summary should be read in conjunction with the more complete discussion of significant accounting policies included in Note 1 to the consolidated financial statements for the year ended December 31, 2018.
Real Estate
Real estate is carried at cost, net of accumulated depreciation and amortization. Maintenance and repairs are charged to operations as incurred. Depreciation requires an estimate by management of the useful life of each property as well as an allocation of the costs associated with a property to its various components. If Registrant does not allocate these costs appropriately or incorrectly estimates the useful lives of its real estate, depreciation expense may be misstated.
Registrant’s wholly owned property located in Maple Grove, Minnesota is leased 100% to a single tenant whose lease was to expire October 31, 2019. On July 26, 2018, Registrant and the tenant executed the Fifth Amendment to the lease agreement which extends the expiration date to October 31, 2024. The tenant pays fixed base rent which increases approximately 3% each year and the tenant’s option to terminate the lease early has been eliminated. All other significant terms of the lease remain the same. The tenant pays directly or reimburses Registrant for all utilities, real estate taxes, insurance and most of the property operating expenses and property management fees.
Sentinel Omaha LLC’s portfolio consists of eight garden apartment properties. Leases are generally one year or less. Tenants generally pay fixed rent plus utilities used by tenant.
Registrant's property is regularly evaluated for impairment. Impairment is determined by calculating the sum of the estimated undiscounted future cash flows including the projected undiscounted future net proceeds from the sale of the property. In the event such sum is less than the net carrying value of the property, the property will be written down to estimated fair value. If the Partnership incorrectly estimates the value of the asset or the undiscounted cash flows, the impairment charges may be different from those, if any, in the consolidated financial statements.
11
Investment in Sentinel Omaha, LLC
The Registrant has a 30% non-controlling interest in Omaha that is accounted for on a fair value basis. Due to the global financial crisis, stagnant real estate market and slowing economy, Omaha reported a net write-down of the value of its real estate portfolio of approximately $100,852,000 during 2008 to 2014. For the years 2015 to 2017, as real estate values recovered Omaha reported an increase in the value of its portfolio of $122,327,000. During the twelve months ended December 31, 2017, Omaha sold its garden apartment property in Daytona, Florida and sold both garden apartment properties located in Fayetteville, North Carolina. Net sales proceeds in each transaction were used to first pay selling expenses and retire each property’s secured mortgage loan. Remaining net sales proceeds were used to reduce Omaha’s unsecured loan. Omaha’s mortgage loans are encumbered with floating interest rates which started to increase near the end of 2016 and continued to increase during 2017 and 2018. Omaha’s unsecured loan had a balance of $20,359,322 as of December 31, 2017. During the twelve months ended December 31, 2018, Omaha sold its garden apartment property in Asheville, North Carolina, its garden apartment property in Fresno, California and its high rise apartment property located in Omaha, Nebraska. 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 unsecured loan and were used to retire Omaha’s secured mortgage loan encumbering its garden apartment property located in Columbus, Ohio to further pay down Omaha’s debt. Retirement of the unsecured loan removed certain restrictions placed on Omaha by the lender including making distributions to its members including Registrant. On October 16, 2018 Sentinel Omaha paid distributions totaling $8,000,000 to its members including $2,400,000 to Registrant. Registrant had in 2015 recognized a value in the Omaha investment equal to Registrant’s 30% portion of the equity reported on Omaha’s balance sheet as of December 31, 2015 less a 50% reserve. The improvement in Omaha’s real estate values and operations and the pay down of the unsecured bank loan allowed Registrant to reduce the reserve to 35% as of December 31, 2016 and 25% as of December 31, 2017.
Registrant has only one wholly owned property which is located in Maple Grove, Minnesota. It is 100% leased to a single tenant whose lease was to expire October 31, 2019. On July 26, 2018, Registrant and the tenant executed the Fifth Amendment to the lease agreement which extends the expiration date to October 31, 2024. The tenant pays fixed base rent which increases approximately 3% each year and the tenant’s option to terminate the lease early has been eliminated. All other significant terms of the lease remain the same. 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. If the tenant defaulted the Registrant would have no internal source of funds until the space is released to a new tenant or Registrant receives distributions from Omaha. Registrant may have to consider that it would be in the best interests of the limited partners to sell its investment in Omaha and/or sell its wholly owned property. Registrant would not have considered a sale of its 30% non-controlling investment in Omaha in prior years due to Omaha’s unsecured debt. Selling the investment in Omaha while Omaha had a significant unsecured loan with an upcoming maturity would have likely realized a sale price for the investment that would be heavily discounted reflecting the unsecured debt risk. However, since Omaha has in the past two years paid off the unsecured debt along with improving performance at the properties, the debt risk is estimated to be lower. The investment in a 30% non-controlling interest would still be valued at a discount due to the lack of control and liquidity. Registrant will continue to report a reserve on the value of Omaha on its books but due to the continuing pay down of Omaha’s unsecured loan in 2017, the reserve was reduced from 35% to 25%. Due to Omaha paying off the unsecured debt in 2018 the reserve has been reduced to 20% as of March 31, 2018. For the year ended December 31, 2018 Omaha reported an increase of $8,325,000 in the value of its portfolio over the same properties as of the year ended December 31, 2017. The total real estate portfolio value of $290,500,000 as of December 31, 2018 consists of the same properties which made up Omaha’s portfolio as of December 31, 2017 less the three properties sold during 2018.
For the year ended December 31, 2018, Omaha reported net investment income of $11,892,478 of which the Registrant’s interest was $3,567,718. In addition, Omaha reported net unrealized appreciation of real estate properties and interest rate protection agreements of $487,605 of which Registrant’s interest was $146,281 for 2018. Also Omaha reported net realized gain on the sale of three real estate properties of $7,093,942 of which the Registrant’s interest was $2,128,183.
12
For the year ended December 31, 2017, Omaha reported net investment income of $14,151,469 of which the Registrant’s interest was $4,245,442. In addition, Omaha reported net unrealized appreciation of real estate properties and interest rate protection agreements of $44,074,122 of which the Registrant’s interest was $13,222,237. Also Omaha reported net realized loss on the sale of three real estate properties of $20,492,141 of which the Registrant’s interest was $6,147,642.
For the year ended December 31, 2016, Omaha reported net investment income of $16,379,734 of which the Registrant’s interest was $4,913,920. In addition, Omaha reported net unrealized appreciation of real estate properties and interest rate protection agreements of $16,602,744 of which Registrant’s interest was $4,980,823 for 2016.
Determination of the fair value of Omaha involves numerous estimates and subjective judgments that are subject to change in response to current and future economic and market conditions, including, among other things, demand for residential apartments, competition, and operating cost levels such as labor, energy costs, real estate taxes and market interest rates. Judgments regarding these factors are not subject to precise quantification or verification and may change from time to time as economic and market factors change.
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.
Estimated fair value of the underlying assets of Omaha was determined utilizing Level 3 inputs based upon independent appraisals or utilizing Level 2 inputs based upon sales contracts or bona fide sales offers.
Further, the investment in Omaha is not consolidated because other investors have substantive ownership and participative rights regarding Omaha’s operations and therefore control does not vest in the Registrant. Were the Registrant deemed to control Omaha, it would have to be consolidated and therefore would impact the financial statements and related ratios.
Revenue Recognition
Rental income is recognized when earned pursuant to the terms of the leases. Base rents and reimbursement of the tenants' share of certain operating expenses are generally recognized when due from tenants. Before Registrant can recognize revenue, it is required to assess, among other things, its collectability. Registrant continually analyzes the collectability of its revenue and will reserve against its revenue if conditions warrant such action.
Off-Balance Sheet Arrangements
None.
13
Recently Issued Accounting Pronouncements
In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-2, Leases (ASU 2016-2), which amends the existing accounting standards for lease accounting, including requiring lessees to recognize a lease liability for the obligation to make lease payments and a right-of-use asset for the right to use the underlying asset for the lease term on their balance sheet. The accounting for lessors will remain largely unchanged from existing standards; however ASU 2016-02 requires that lease procurement costs, which were previously capitalized, be expensed as-incurred. ASU 2016-2 is effective for annual periods beginning after December 15, 2018, and requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application. In July 2018, the FASB issued ASU No. 2018-11, Leases – Targeted Improvements (ASU 2018-11), which provides entities with relief from the costs of implementing certain aspects of ASU 2016-2, including a transition option that permits the recognition of a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. As a result of the standard for lessors remaining largely unchanged from the previous guidance, the adoption of ASU 2016-2 and ASU 2018-11 is not expected to have a material impact on the Partnership’s consolidated financial statements.
CONTRACTUAL OBLIGATIONS
As of December 31, 2018, the Registrant’s did not have any contractual obligations.
14
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2018, Registrant had cash and cash equivalents of approximately $338,000 as compared to approximately $1,450,000 as of December 31, 2017. Cash and cash equivalents decreased during the year ended December 31, 2018 primarily due to the payoff of the bank loan to the Holder. This was partially offset by a distribution received from Omaha. The decrease in cash and cash equivalents was also partially offset by rental income received from the tenant leasing space at Registrant’s property less operating expenses and capital improvements at Registrants wholly owned property and partnership expenses paid.
As of December 31, 2018, Registrant’s only consistent source of cash is rental income received from the tenant who leases 100% of the leasable space at Registrant’s wholly owned property in Maple Grove. The tenant reimburses Registrant for real estate taxes, insurance and most of the property’s operating expenses leaving a significant portion of the base rent received available to pay capital improvements and partnership administrative expenses.
Total outstanding debt at December 31, 2017 consisted of a bank loan (“Loan”) with a bank (“Holder”) with a balance of $5,726,590. On October 4, 2018, Registrant and the Holder of the Loan executed a Discounted Payoff Agreement (“Payoff Agreement”) whereby Registrant made a one-time payment of $4,000,000 on October 19, 2018 to retire and fully satisfy the balance of the Loan of $5,693,876 at a discount. The source of funds to retire the Loan was a distribution from Omaha of $2,400,000, cash escrow held by the Holder of approximately $510,000 and the remainder from partnership cash reserves to total $4,000,000. The payoff of $4,000,000 to satisfy the Loan was less than the outstanding balance of the Loan in the amount of $5,693,876. The difference of $1,693,876 was recorded as gain on extinguishment of debt. The Registrant has no other debt except normal trade accounts payable, a security deposit held for the tenant leasing the space at the Maple Grove property and accrued investment management fees.
Inflation and changing prices during the current period did not significantly affect the markets in which the Registrant conducts its business, or the Registrant’s business overall.
Omaha reports its investments in real estate properties on a fair value basis and for the year ended December 31, 2018 Omaha reported an increase of $8,325,000 in the value of its portfolio over the same properties as of the year ended December 31, 2017. The total real estate portfolio value of $290,500,000 as of December 31, 2018 consists of the same properties which made up Omaha’s portfolio as of December 31, 2017 less the three properties sold during 2018. Although the remaining commercial property owned by the Registrant is 100% occupied, it is occupied by a single tenant. According to a report by CBRE, the Minneapolis industrial market reported positive absorption and a minor increase in market rates in 2018. Registrant may still require a longer time period to replace the tenant at its property should a default occur or should the tenant not renew its lease at the end of the lease term.
Registrant did not pay a distribution in 2018. There is no requirement to make such distributions, nor can there be any assurance that future operations will generate cash available for distribution.
Registrant pays the General Partner and an affiliate of the General Partner fees for services performed (See Item 13). A portion of the fees during 2011 to 2018 were accrued while Registrant’s Loan was outstanding. Since the Loan has been retired, Registrant is allowed to pay the accrued fees and current fees. However, Registrant anticipates cash flow generated from the property located in Maple Grove and current cash reserves will not be sufficient to pay ongoing operating and capital improvement costs, other working capital requirements of the Registrant and current and accrued fees due to the General Partner and its affiliates. A portion of the fees due to the General partner and its affiliate may be accrued until Registrant receives distributions from Omaha or Registrant’s wholly owned property is sold.
15
MANAGEMENT’S DISCUSSION OF RESULTS OF OPERATIONS 2018 VS. 2017
Total revenues from operations increased $29,000 to approximately $1,110,000 in 2018 from approximately $1,081,000 in 2017 primarily due to higher rental income. Rental income increased due to a scheduled increase in base rent for the tenant at the Maple Grove property. Other income decreased slightly while interest income increased.
The Registrant reported a net loss from operations of approximately $529,000 in 2018, an increase of the loss of $13,000 as compared to a net loss from operations of approximately $516,000 in 2017. Net loss from operations consists of net income from the Maple Grove property combined with partnership income and expenses. The increase of loss from operations was due to higher operating expenses partially offset by higher total revenues. Total expenses from operations for 2018 increased $43,000 to approximately $1,640,000 from approximately $1,597,000 in 2017, due to increases in repairs and maintenance, depreciation, professional fees and investment fees partially offset by decreases administration and deferred financing costs.
Omaha reports its investments in real estate properties on a fair value basis and due to the global financial crisis, stagnant real estate market and slowing economy, Omaha reported a net write-down of the value of its real estate portfolio of approximately $100,852,000 during 2008 to 2014. For the years 2015 to 2017, as real estate values recovered Omaha reported an increase in the value of its portfolio of $122,327,000. During the twelve months ended December 31, 2018, Omaha sold its garden apartment property in Asheville, North Carolina, its garden apartment property in Fresno, California and its high rise apartment property located in Omaha, Nebraska. 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 unsecured loan and were used to retire Omaha’s secured mortgage loan encumbering its garden apartment property located in Columbus, Ohio to further pay down Omaha’s debt. Retirement of the unsecured loan removed certain restrictions placed on Omaha by the lender including making distributions. On October 16, 2018 Sentinel Omaha paid a distribution to Registrant in the amount of $2,400,000. For the year ended December 31, 2018 Omaha reported an increase of $8,325,000 in the value of its portfolio over the same properties as of the year ended December 31, 2017. The total real estate portfolio value of $290,500,000 as of December 31, 2018 consists of the same properties which made up Omaha’s portfolio as of December 31, 2017 less the three properties sold during 2018.
Equity in net income of investment decreased $5,478,000 to an income of approximately $5,842,000 for 2018 compared to income of approximately $11,320,000 for 2017. Under the terms of the unsecured loan extension Omaha signed effective July 1, 2009, as extended and modified, Omaha was precluded from making distributions to its investors until its unsecured loan is paid. As a result of the aforementioned, Registrant did not anticipate receiving any distributions from Omaha during the foreseeable future and had reserved 100% of the reported value prior to 2015. During 2016 and 2017, the net operating income reported for Omaha’s properties continued to improve which allowed Omaha to continue to make payments on its unsecured loan. The improvement in Omaha’s real estate values and operations allowed Registrant to reduce the reserve to 35% as of December 31, 2016 and to 25% as of December 31, 2017. Omaha’s mortgages and unsecured loan are encumbered with floating interest rates which started to increase near the end of 2016 and continued to increase during 2017 and 2018. Omaha’s unsecured loan had a balance of $20,359,322 as of December 31, 2017. During 2018, Omaha sold its garden apartment property in Asheville, North Carolina and its garden apartment property in Fresno, California. 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 unsecured loan and were used to retire Omaha’s secured mortgage loan encumbering its high rise apartment property located in Omaha, Nebraska to further pay down Omaha’s debt. Retirement of the unsecured loan removed certain restrictions placed on Omaha by the lender including making distributions.
For the year ended December 31, 2018 Sentinel Omaha reported a 3.0% increase in real estate values. Omaha anticipates the net operating income from its remaining portfolio to be flat during 2019 as compared to 2018. As noted above, all of Omaha’s property mortgage loans and banks loans use floating rates based on one month LIBOR rates plus the credit spread.
16
As noted earlier, during 2018 the floating rates on Omaha loans increased as short term LIBOR rates increased. The one month LIBOR rate increased from an average of (0.7164%) during December 2016 to an average of (1.4925%) during December 2017 and an average of (2.4582%) during December 2018. Fixed mortgage interest rates for multi-family properties of similar class and location as Omaha’s portfolio also increased during 2017 from an approximate range of 4.10% to 4.15% in early 2017 to 4.35% to 4.50% near the end of 2017and further to an approximate range of 5.05% to 5.10% in December 2018. Mortgage interest rates may continue to increase in 2019 if the U.S. Federal Reserve continues a policy to increase the Federal Funds Rate. Although increases in fixed mortgage rates do not impact the operating cash flow of the Omaha properties directly, increases in fixed and floating rates on commercial mortgage debt can have a negative impact on capitalization rates and the sales prices Sentinel Omaha may achieve in the future. Since Omaha has in the past two years paid off the unsecured debt along with improving performance at the properties, the debt risk to the investment is estimated to be lower. The investment in a 30% non-controlling interest would still be valued at a discount due to the lack of control and liquidity. Registrant will continue to report a reserve on the value of Omaha on its books but due to Omaha paying off the unsecured debt in 2018 the reserve has been reduced to 20% as of March 31, 2018.
For additional analysis, please refer to the discussions of the individual properties below.
Eagle Lake Business Center IV (Maple Grove, Minnesota)
Total revenues increased $20,000, to approximately $1,094,000 in 2018 compared with approximately $1,074,000 in 2017. Net income, which includes deductions for depreciation, decreased $24,000 to approximately $632,000 in 2018 from approximately $656,000 in 2017. The property has been 100% leased and occupied by the same single tenant for both years. The increase in total revenue was primarily due to higher rental income. Rental income increased due to a scheduled increase in base rent for the tenant. Other income decreased slightly from 2017 to 2018. The decrease in net income was due to the increase in operating expenses partially offset by an increase in revenues. The increase in operating expenses was primarily due to increases in repairs and maintenance of $40,000 and depreciation of $7,000.
According to a report by CBRE the Minneapolis industrial market reported positive absorption and a minor increase in market rates in 2018.
Investments
During 2007, the Registrant made a total investment in the amount of $37,200,000 in Omaha representing a thirty percent ownership interest. The Registrant’s investment in Omaha is accounted for at fair value.
On September 18, 2007, Omaha acquired all the outstanding common shares of America First Apartment Investors, Inc., a publicly held real estate investment trust, in a transaction valued at approximately $532 million, including the assumption of outstanding debt and excluding transactions costs. Omaha consisted of 31 wholly owned multifamily residential properties, a wholly owned commercial property and a wholly owned multifamily property that was under development. During 2018 Omaha sold its garden apartment property located in Asheville, North Carolina, its garden apartment property located in Fresno, California and its high rise apartment property located in Omaha, Nebraska. 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 unsecured loan and were used to retire Omaha’s secured mortgage loan encumbering its garden apartment property located in Columbus, Ohio to further pay down Omaha’s debt.
Omaha reported total revenues for 2018 of approximately $33,786,000. Net investment income before net unrealized appreciation was $11,892,000. Major expenses included $5,273,000 of interest expense, $3,044,000 for repairs and maintenance, $4,319,000 for payroll and $3,640,000 for real estate taxes. In addition, Omaha reported a net unrealized appreciation based on the valuation of the remaining real estate assets and interest rate protection agreements of $488,000. Also Omaha reported net realized gain on the sale of three real estate properties of $7,094,000. For the year ended December 31, 2018, the Registrant’s equity interest in the income of Omaha was approximately $5,842,000.
17
MANAGEMENT’S DISCUSSION OF RESULTS OF OPERATIONS 2017 VS. 2016
Total revenues from operations increased $22,000 to approximately $1,081,000 in 2017 from approximately $1,059,000 in 2016 primarily due to higher rental income. Rental income increased due to a scheduled increase in base rent for the tenant at the Maple Grove property. Other income decreased slightly while interest income increased slightly.
The Registrant reported a net loss from operations of approximately $516,000 in 2017, an improvement of $16,000 as compared to a net loss from operations of approximately $532,000 in 2016. Net loss from operations consists of net income from the Maple Grove property combined with partnership income and expenses. The decrease of loss from operations was due to higher total revenues partially offset by higher operating expenses. Total expenses from operations for 2017 increased $6,000 to approximately $1,597,000 from approximately $1,591,000 in 2016, due to increases in administration costs and investment fees partially offset by decreases in real estate taxes, professional fees and repairs and maintenance.
During the twelve months ended December 31, 2017, Omaha sold its garden apartment property in Daytona, Florida and sold both garden apartment properties located in Fayetteville, North Carolina. Net sales proceeds in each transaction were used to first pay selling expenses and retire each property’s secured mortgage loan. Remaining net sales proceeds were used to reduce Omaha’s unsecured loan. Equity in net increase in net assets increased $1,425,000 to an income of approximately $11,320,000 for 2017 compared to income of approximately $9,895,000 for 2016.
For additional analysis, please refer to the discussions of the individual properties below.
Eagle Lake Business Center IV (Maple Grove, Minnesota)
Total revenues increased $18,000, to approximately $1,074,000 in 2017 compared with approximately $1,056,000 in 2016. Net income, which includes deductions for depreciation, increased $25,000 to approximately $656,000 in 2017 from approximately $631,000 in 2016. The property has been 100% leased and occupied by the same single tenant for both years. The increase in total revenue was primarily due to higher rental income. Rental income increased due to a scheduled increase in base rent for the tenant. Other income decreased slightly from 2016 to 2017. The increase in net income was due to the increase in revenues combined with a decrease in operating expenses. The decrease in operating expenses was primarily due to decreases in repairs and maintenance of $5,000 and real estate taxes of $3,000.
According to a market report by CBRE, the Minneapolis Metropolitan Statistical Area’s industrial market reported that during 2017 vacancy rates for industrial space remained the same and rental rates decreased. Net absorption of industrial space increased in 2017.
Investments
During 2017 Omaha sold its garden apartment property located in Dayton, Florida. and Omaha sold both its garden apartments located in Fayetteville, North Carolina. Sales proceeds from all three sales were first used to pay selling expenses and retire the mortgages encumbering each property. Remaining sales proceeds were used to pay down Omaha’s unsecured bank loan.
Omaha reported total revenues for 2017 of approximately $41,488,000. Net investment income before net unrealized appreciation was $14,151,000. Major expenses included $6,391,000 of interest expense, $3,806,000 for repairs and maintenance, $5,409,000 for payroll and $4,645,000 for real estate taxes. In addition, Omaha reported a net unrealized appreciation based on the valuation of the remaining real estate assets and interest rate protection agreements of $44,074,000. Also Omaha reported net realized loss on the sale of three real estate properties of $20,492,141. For the year ended December 31, 2017, the Registrant’s equity interest in the income of Omaha was approximately $11,320,000.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
NONE
18
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Financial Statements required by this item, together with the Report of Independent Registered Public Accounting Firm thereon, are contained herein on pages 23 through 39 of this Annual Report on Form 10-K.
Supplementary financial information required by this item is contained herein on pages 38 through 39 of this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
ITEM 9A. CONTROLS AND PROCEDURES
(a) |
The Chief Executive Officer and the Chief Financial Officer of the general partner of Registrant have evaluated the disclosure controls and procedures relating to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018 as filed with the Securities and Exchange Commission and have judged such controls and procedures to be effective. |
(b) |
There have been no changes in the Registrant’s internal controls during the year ended December 31, 2018 that could significantly affect those controls subsequent to the date of evaluation. |
(c) |
Management’s Report on Internal Control Over Financial Reporting |
Registrant’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the Chief Executive Officer and Chief Financial Officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Our evaluation of internal control over financial reporting includes using the COSO framework, an integrated framework for the evaluation of internal controls issued by the Committee of Sponsoring Organizations of the Treadway Commission, to identify the risks and control objectives related to the evaluation of our control environment.
Based on our evaluation under the frameworks described above, our management has concluded that our internal control over financial reporting was effective as of December 31, 2018.
This Annual Report does not include an attestation report of the Registrant’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Registrant’s independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit Registrant to provide only management’s report in this Annual Report.
ITEM 9B. OTHER INFORMATION
NONE
19
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Registrant has no executive officers or directors. All of its business affairs are handled by its General Partner, SB Partners Real Estate Corporation (the "General Partner").
The directors and executive officers of the General Partner are elected by Sentinel Holdings Corporation ("SHC") as its sole shareholder to serve until their successors are duly elected and qualified. The limited partners of the Registrant are not entitled to vote in their election.
The directors and executive officers of the General Partner who are active in the Registrant's operations are:
Name |
Age |
Position |
|||
John H. Streicker |
76 |
Director |
|||
Millie C. Cassidy |
73 |
President & Director |
|||
George N. Tietjen III |
58 |
Chief Executive Officer |
|||
Martin Cawley |
62 |
Vice President |
|||
Leland J. Roth |
55 |
Treasurer & Director |
|||
John H. Zoeller |
59 |
Chief Financial Officer |
Mr. Streicker joined the General Partner in May 1976. He has been a Director since April 1984. He is Chairman of SHC and its parent company, The Sentinel Corporation.
Ms. Cassidy joined the General Partner in August 1982. She has been a Director of the General Partner since March 1988. She is President of SHC and its parent company, The Sentinel Corporation.
Mr. Tietjen joined the General Partner in 1990 and served as its Chief Accounting Officer until 2006 and Chief Financial Officer and Treasurer from 2004 to 2007. He is a certified public accountant with over 34 years of real estate related financial, management, accounting and reporting experience.
Mr. Cawley joined the General Partner in 1994. He is the regional manager responsible for commercial property transactions and management.
Mr. Roth joined the General Partner in 1994 and serves as its treasurer. He is a certified public accountant with over 33 years of real estate related financial, accounting and reporting experience.
Mr. Zoeller joined the General Partner in 1994 and serves as its principal financial and accounting officer. He is a certified public accountant with over 37 years of real estate related financial, accounting and reporting experience.
20
ITEM 11. EXECUTIVE COMPENSATION
The Registrant has no executive officers or directors.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) |
At December 31, 2018, an institutional investor of record owned 7.13% of the outstanding Units of Limited Partnership Interests. On January 13, 1993, a group of Unit holders of record, including the institutional investor referred to above, entered into a collective agreement with respect to their ownership interest in the Registrant. The aggregate number of Units beneficially owned by the group is 606 Units, representing 7.8% of the total number of outstanding Units of Limited Partnership Interest on that date. Each Unit holder has disclaimed beneficial ownership of all Units owned by the other Unit holders in this group. The foregoing information is based upon a 13-D filing made by the respective Unit holders. |
(b) |
As of December 31, 2018, none of the Directors of the General Partner owned any outstanding Units of Limited Partnership Interest. No Officers or Directors of SHC owned any outstanding Units of Limited Partnership Interest. SRE Clearing Services, Inc., an affiliate of the General Partner, owned 3,567.0 Units of Limited Partnership Interest, representing 46% of the outstanding number of Units on December 31, 2018. In accordance with SEC regulations, SRE Clearing Services, Inc. filed Form 13-D/A on December 19, 2018, when the total number of Units held reached 46% of the outstanding number of Units. |
(c) |
During the year ended December 31, 2018, there were no changes in control of the Registrant or the General Partner. |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The General Partner, among other things, furnishes services and advice to the Registrant and is paid a variable annual fee for such services based on calculations prescribed in the Registrant's Partnership Agreement. For these services, the General Partner receives a management fee equal to 2% of the average amount of capital invested in real estate plus cumulative mortgage amortization payments, and 0.5% of capital not invested in real estate, as defined in the Partnership Agreement. The management fee amounted to $911,615, $888,325 and $867,859 for the years ended December 31, 2018, 2017, and 2016, respectively. Of the amounts earned in 2018, 2017 and 2016, $485,374, $462,086 and $441,618, respectively had been accrued while the obligations under the Loan Agreement were outstanding. The accrued amounts total $3,408,317 and $2,922,943 and are included in accrued expenses on the balance sheet as of December 31, 2018 and 2017, respectively. Since the Loan has been retired, Registrant is allowed to pay the accrued fees and current fees. The accrued fees will be paid as cash flow from property operations and distributions from Omaha allow. In addition, the General Partner is entitled to 25% of cash distributions in excess of the annual distribution preference, as defined in the Partnership Agreement. No such amounts were due for the years ended December 31, 2018, 2017 or 2016.
Certain affiliates of the General Partner oversee the management and operations of various real estate properties, including those owned by the Registrant. Services performed by these affiliates applicable to the Registrant's properties are billed at actual or allocated cost, or percentage of revenues. The costs of such services are believed to be competitive with charges for similar services provided by unrelated management companies. Fees charged by these affiliates totaled $55,409, $54,311 and $53,242 in 2018, 2017, and 2016, respectively.
Registrant’s wholly owned property located in Maple Grove, Minnesota is 100% leased to a single tenant whose lease was scheduled to expire July 31, 2019. On July 26, 2018, Registrant and the tenant executed an extension of the lease to October 31, 2024. An affiliate of the General Partner was paid a leasing commission of $158,494 for the lease extension.
21
In 2012 an affiliate of the General Partner commenced maintaining and updating the investor database and preparing the tax K-1 forms and related schedules which previously had been prepared by an unaffiliated company. The fee charged by the affiliate for the similar service is lower than the fee previously charged by the unaffiliated company. Fees charged for 2018, 2017 and 2016 were $54,000 each year.
In 2007 the Registrant made an investment of $37,200,000, representing a thirty percent ownership interest in Omaha. For the years 2018, 2017 and 2016, the Registrant’s equity interest in the net income of Omaha was approximately $5,842,000, $11,320,000 and $9,895,000, respectively.
Reference is made to Items 10 and 11, and Notes 3, 5, 6 and 10 in the consolidated financial statements.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
1. |
Audit Fees. The aggregate fees billed for professional services rendered by the principal accountant for the audit of the Registrant’s annual financial statements and review of financial statements included in the Partnership’s Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were approximately $99,000 and $100,000 for each of the years ended December 31, 2018 and 2017, respectively. |
2. |
Audit-Related Fees. No fees were billed by the principal accountant during the years ended December 31, 2018 and 2017 for assurance and related services that are reasonably related to the performance of the audit or review of Registrant's financial statements that are not reported under subparagraph (1) of this section. |
3. |
Tax Fees. The aggregate fees billed for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were approximately $15,000 for each for the years ended December 31, 2018 and 2017, respectively. This work included reviewing year-end tax projections as well as the Registrant’s tax returns prepared by the Registrant for the respective years. |
4. |
All Other Fees. No other fees were billed in either of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in subparagraphs (1) through (3) of this section. |
5. |
(i)The selection of the independent auditors to audit the annual financial statements and perform review procedures on the quarterly reports filed with the SEC by the Registrant is made by the general partner of Registrant. Fees quoted by the independent auditors are approved by the general partner prior to their acceptance by the Registrant. |
(ii) Not Applicable. |
6. |
Not Applicable. |
22
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) |
(1) |
Financial statements - The Registrant's 2018 Annual Audited Consolidated Financial Statements are included in this Annual Report on Form 10-K. |
(2) |
Financial statement schedules - See Index to Consolidated Financial Statement Schedules on page 23. All other financial statement schedules are inapplicable or the required subject matter is contained in the consolidated financial statements or notes thereto. |
(b) Exhibits -
Exhibit
No. | Description |
3.1 |
Agreement of Limited Partnership (incorporated by reference to Exhibit A to Registration Statement on form S-11 as filed with the Securities and Exchange Commission on May 16, 1985) |
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 |
99.1 |
Audited Financial Statements of Sentinel Omaha, LLC December 31, 2018 |
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.
23
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SB PARTNERS |
||
By: |
SB PARTNERS REAL ESTATE CORPORATION |
|
General Partner |
||
Chief Executive Officer |
||
Dated: March 28, 2019 |
By: |
/s/ George N. Tietjen III |
George N. Tietjen III |
||
Principal Financial & Accounting Officer |
||
Dated: March 28, 2019 |
By: |
/s/ John H. Zoeller |
John H. Zoeller |
||
Chief Financial Officer |
||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature |
Position |
Date |
||||||
/s/ George N. Tietjen III |
|
Chief Executive Officer |
March 28, 2019 |
|||||
George N. Tietjen III |
||||||||
Chief Financial Officer |
||||||||
/s/ John H. Zoeller |
(Principal Financial & Accounting Officer) |
March 28, 2019 |
||||||
John H. Zoeller |
24
ITEMS 8 and 14 (a) (1) and (2) |
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
|
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND |
|
SUPPLEMENTAL FINANCIAL STATEMENT SCHEDULE |
|
25 |
|
Consolidated Balance Sheets as of December 31, 2018 and 2017 |
26 |
Consolidated Statements of Operations for the years ended December 31, 2018, 2017 and 2016 |
27 |
28 |
|
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016 |
29 |
30 – 38 |
|
Supplemental Financial Statement schedule: |
|
Schedule III – Real Estate and Accumulated Depreciation as of December 31, 2018 |
39 - 40 |
25
Report of Independent Registered Public Accounting Firm
To the Partners
SB Partners
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of SB Partners and subsidiaries (collectively, the “Partnership”) as of December 31, 2018 and 2017, the related consolidated statements of operations, changes in partners’ equity (deficit), and cash flows for each of the three years in the period ended December 31, 2018, and the related notes and the schedule of Real Estate and Accumulated Depreciation as of December 31, 2018 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.
Change in Accounting Principle
As discussed in Note 2 to the financial statements, during the year ended December 31, 2018, the Partnership adopted Accounting Standards Update (ASU) No. 2016 – 15, Classification of Certain Cash Receipts and Cash Payments and ASU No. 20160-018, Restricted Cash. Our opinion is not modified with respect to these matters.
Basis for Opinion
These financial statements are the responsibility of the Partnership’s general partner. Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by the general partner, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Partnership’s auditor since 2006.
/s/ Dworken, Hillman, LaMorte and Sterczala, P.C.
Shelton, Connecticut
March 28, 2019
26
(A New York Limited Partnership) |
CONSOLIDATED BALANCE SHEETS |
December 31, |
||||||||
2018 |
2017 |
|||||||
Assets: |
||||||||
Investments - |
||||||||
Real estate, at cost |
||||||||
Land |
$ | 470,000 | $ | 470,000 | ||||
Buildings, furnishings and improvements |
5,239,859 | 5,081,365 | ||||||
Less - accumulated depreciation |
(2,249,190 | ) | (2,084,846 | ) | ||||
3,460,669 | 3,466,519 | |||||||
Investment in Sentinel Omaha, LLC, net of reserve for fair value of $10,709,724 and $12,526,608 at December 31, 2018 and 2017, respectively |
42,838,890 | 37,579,824 | ||||||
46,299,559 | 41,046,343 | |||||||
Other Assets - |
||||||||
Cash and cash equivalents |
338,239 | 1,449,927 | ||||||
Cash in escrow |
- | 504,778 | ||||||
Other |
7,789 | 7,019 | ||||||
Total assets |
$ | 46,645,587 | $ | 43,008,067 | ||||
Liabilities: |
||||||||
Loan payable, net of unamortized deferred finance costs of $ 0 and $7,279 as of December 31, 2018 and 2017, respectively |
$ | - | $ | 5,719,311 | ||||
Accounts payable |
561,800 | 516,793 | ||||||
Tenant security deposit |
104,212 | 101,414 | ||||||
Accrued expenses |
3,408,317 | 2,922,943 | ||||||
Total liabilities |
4,074,329 | 9,260,461 | ||||||
Partners' Equity (Deficit): |
||||||||
Units of partnership interest without par value; |
||||||||
Limited partner - 7,753 units |
42,584,203 | 33,761,689 | ||||||
General partner - 1 unit |
(12,945 | ) | (14,083 | ) | ||||
Total partners' equity |
42,571,258 | 33,747,606 | ||||||
Total liabilities and partners' equity |
$ | 46,645,587 | $ | 43,008,067 |
See notes to consolidated financial statements |
27
(A New York Limited Partnership) |
CONSOLIDATED STATEMENTS OF OPERATIONS |
For the Years Ended December 31, |
||||||||||||
2018 |
2017 |
2016 |
||||||||||
Revenues: |
||||||||||||
Base rental income |
$ | 746,115 | $ | 724,140 | $ | 702,768 | ||||||
Other rental income |
348,163 | 349,818 | 352,952 | |||||||||
Interest on short-term investments and other |
16,178 | 7,177 | 3,624 | |||||||||
Total revenues |
1,110,456 | 1,081,135 | 1,059,344 | |||||||||
Expenses: |
||||||||||||
Real estate operating expenses |
304,672 | 281,796 | 286,536 | |||||||||
Amortization of deferred financing costs |
7,280 | 21,839 | 21,840 | |||||||||
Depreciation |
164,344 | 157,520 | 157,344 | |||||||||
Real estate taxes |
121,868 | 123,525 | 126,662 | |||||||||
Management fees |
911,615 | 888,325 | 867,859 | |||||||||
Other |
129,967 | 124,329 | 131,157 | |||||||||
Total expenses |
1,639,746 | 1,597,334 | 1,591,398 | |||||||||
Loss from operations |
(529,290 | ) | (516,199 | ) | (532,054 | ) | ||||||
Equity in net income of investment |
5,842,182 | 11,320,037 | 9,894,743 | |||||||||
Adjustment to reserve for value of investment |
1,816,884 | 1,048,630 | 870,588 | |||||||||
Income from continuing operations |
7,129,776 | 11,852,468 | 10,233,277 | |||||||||
Gain on extinguishment of debt |
1,693,876 | - | - | |||||||||
Net income |
8,823,652 | 11,852,468 | 10,233,277 | |||||||||
Income allocated to general partner |
1,138 | 1,529 | 1,320 | |||||||||
Income allocated to limited partners |
$ | 8,822,514 | $ | 11,850,939 | $ | 10,231,957 | ||||||
Income per unit of limited partnership interest (basic and diluted) |
||||||||||||
Income from continuing operations |
$ | 919.62 | $ | 1,528.76 | $ | 1,319.91 | ||||||
Gain on extinguishment of debt |
$ | 218.48 | $ | - | $ | - | ||||||
Net income |
$ | 1,138.10 | $ | 1,528.76 | $ | 1,319.91 | ||||||
Weighted Average Number of Units of Limited Partnership Interest Outstanding |
7,753 | 7,753 | 7,753 |
See notes to consolidated financial statements |
28
(A New York Limited Partnership) |
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIT) |
For the years ended December 31, 2018, 2017 and 2016 |
Limited Partners: |
||||||||||||||||||||
Units of Partnership Interest |
||||||||||||||||||||
Number |
Amount |
Cumulative Cash Distributions |
Accumulated Income |
Total |
||||||||||||||||
Balance, January 1, 2016 |
7,753 | $ | 119,968,973 | $ | (111,721,586 | ) | $ | 3,431,406 | $ | 11,678,793 | ||||||||||
Net income for the year |
- | - | - | 10,231,957 | 10,231,957 | |||||||||||||||
Balance, December 31, 2016 |
7,753 | 119,968,973 | (111,721,586 | ) | 13,663,363 | 21,910,750 | ||||||||||||||
Net income for the year |
- | - | - | 11,850,939 | 11,850,939 | |||||||||||||||
Balance, December 31, 2017 |
7,753 | 119,968,973 | (111,721,586 | ) | 25,514,302 | 33,761,689 | ||||||||||||||
Net income for the year |
- | - | - | 8,822,514 | 8,822,514 | |||||||||||||||
Balance, December 31, 2018 |
7,753 | $ | 119,968,973 | $ | (111,721,586 | ) | $ | 34,336,816 | $ | 42,584,203 |
General Partner: |
||||||||||||||||||||
Units of Partnership Interest |
||||||||||||||||||||
Number |
Amount |
Cumulative Cash Distributions |
Accumulated Income (Losses) |
Total |
||||||||||||||||
Balance, January 1, 2016 |
1 | $ | 10,000 | $ | (26,364 | ) | $ | (568 | ) | $ | (16,932 | ) | ||||||||
Net income for the year |
- | - | - | 1,320 | 1,320 | |||||||||||||||
Balance, December 31, 2016 |
1 | 10,000 | (26,364 | ) | 752 | (15,612 | ) | |||||||||||||
Net income for the year |
- | - | - | 1,529 | 1,529 | |||||||||||||||
Balance, December 31, 2017 |
1 | 10,000 | (26,364 | ) | 2,281 | (14,083 | ) | |||||||||||||
Net income for the year |
- | - | - | 1,138 | 1,138 | |||||||||||||||
Balance, December 31, 2018 |
1 | $ | 10,000 | $ | (26,364 | ) | $ | 3,419 | $ | (12,945 | ) |
See notes to consolidated financial statements. |
29
(A New York Limited Partnership) |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
For the Years Ended December 31, |
||||||||||||
2018 |
2017 |
2016 |
||||||||||
Cash Flows From Operating Activities: |
||||||||||||
Net income |
$ | 8,823,652 | $ | 11,852,468 | $ | 10,233,277 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||||||
Gain on extinguishment of debt |
(1,693,876 | ) | - | - | ||||||||
Equity in net income of investment |
(5,842,182 | ) | (11,320,037 | ) | (9,894,743 | ) | ||||||
Adjustment of reserve for fair value of investment |
(1,816,885 | ) | (1,048,630 | ) | (870,588 | ) | ||||||
Depreciation and amortization |
171,624 | 179,359 | 179,184 | |||||||||
Net (increase) decrease in other assets |
(770 | ) | 344 | 6,524 | ||||||||
Net increase in accounts payable |
45,007 | 97,038 | 49,546 | |||||||||
Net increase in tenant security deposit |
2,798 | 2,798 | 2,798 | |||||||||
Net increase in accrued expenses |
485,374 | 462,086 | 441,617 | |||||||||
Distribution from investment in Sentinel Omaha, LLC |
2,400,000 | - | - | |||||||||
Net cash provided by operating activities |
2,574,742 | 225,426 | 147,615 | |||||||||
Cash Flows From Investing Activities: |
||||||||||||
Capital additions to real estate owned |
(158,494 | ) | (65,180 | ) | - | |||||||
Net cash (used in) investing activities |
(158,494 | ) | (65,180 | ) | - | |||||||
Cash Flows From Financing Activities: |
||||||||||||
Repayment of loan payable |
(4,032,714 | ) | (33,883 | ) | (226,415 | ) | ||||||
Net cash (used in) financing activities |
(4,032,714 | ) | (33,883 | ) | (226,415 | ) | ||||||
Net change in cash and cash equivalents, restricted cash and cash in escrow |
(1,616,466 | ) | 126,363 | (78,800 | ) | |||||||
Cash and cash equivalents, restricted cash and cash in escrow, at beginning of year |
1,954,705 | 1,828,342 | 1,907,142 | |||||||||
Cash and cash equivalents, restricted cash and cash in escrow, at end of year |
$ | 338,239 | $ | 1,954,705 | $ | 1,828,342 | ||||||
Supplemental disclosure of cash flow information: |
||||||||||||
Cash paid during the year for interest |
$ | - | $ | - | $ | - |
See notes to consolidated financial statements |
30
Notes to Consolidated Financial Statements
(1) ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
SB Partners, a New York limited partnership, and its subsidiaries (collectively, the "Partnership"), 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 significant accounting and financial reporting policies of the Partnership are as follows:
(a) |
The accompanying consolidated financial statements include the accounts of SB Partners and its subsidiaries. All significant intercompany accounts and transactions have been eliminated. The consolidated financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. Revenues are recognized as earned and expenses are recognized as incurred. The preparation of financial statements in conformity with such principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
(b) |
In connection with the mortgage financing on certain of its properties, the Partnership placed the assets and liabilities of the properties into single asset limited partnerships, limited liability companies or land trusts which hold title to the properties. The Partnership has effective control over such entities and holds 100% of the beneficial interest. Accordingly, the financial statements of these subsidiaries are consolidated with those of the Partnership. |
(c) |
Depreciation of buildings, furnishings and improvements is computed using the straight-line method of depreciation, based upon the estimated useful lives of the related properties, as follows: |
Buildings and Improvements (years) |
5 | to | 40 | |||
Furnishings (years) |
5 | to | 7 |
Investments in real estate are carried at historical cost and reviewed periodically for impairment. Expenditures for maintenance and repairs are expensed as incurred. Expenditures for improvements, renewals and betterments, which increase the useful life of the real estate, are capitalized. Upon retirement or sale of property, the related cost and accumulated depreciation are removed from the accounts. Amortization of deferred financing and refinancing costs is computed by amortizing the cost on a straight-line basis over the terms of the related mortgage notes.
(d) |
Real estate properties are regularly evaluated on a property by property basis to determine if it is appropriate to write down carrying values to recognize an impairment of value. Impairment is determined by calculating the sum of the estimated undiscounted future cash flows including the projected undiscounted future net proceeds from the sale of the property. In the event such sum is less than the net carrying value of the property, the property will be written down to estimated fair value. Based on the Partnership’s long-term hold strategy for its investments in real estate, the carrying value of its property at December 31, 2018 is estimated to be fully realizable. |
(e) |
Real estate held for sale is carried at the lower of cost or fair value less selling costs. Upon determination that a property is held for sale, depreciation of such property is no longer recorded. |
(f) |
For financial reporting purposes, the Partnership considers all highly liquid, short-term investments with original maturities of three months or less when purchased to be cash equivalents. From time to time, the Partnership has on deposit at financial institutions amounts that exceed current federal deposit insurance limitations. The Partnership has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on cash and cash equivalents. |
(g) |
The Partnership accounts for its investment in Sentinel Omaha, LLC at fair value. Determination of the fair value of Omaha involves numerous estimates and subjective judgments that are subject to change in response to current and future economic and market conditions, including, among other things, demand for residential apartments, competition, and operating cost levels such as labor, energy costs and real estate taxes. Judgments regarding these factors are not subject to precise quantification or verification and may change from time to time as economic and market factors change. (see Notes 5 and 6) |
31
(h) |
Tenant leases at the multifamily properties owned by Omaha generally have terms of one year or less. Rental income at the multifamily properties is recognized when earned pursuant to the terms of the leases with tenants. The tenant lease at the industrial flex property has a term that exceeds one year. Rental income at the industrial flex property is recognized on a straight-line basis over the term of the lease. Other rental income is comprised of tenant reimbursements for utilities, real estate taxes, insurance, management fees and other property operating expenses. Other rental income is recognized in the period in which the related expenses are incurred. |
(i) |
Gains on sales of investments in real estate are recognized in accordance with accounting principles generally accepted in the United States of America applicable to sales of real estate which require minimum levels of initial and continuing investment by the purchaser, and certain other tests be met, prior to the full recognition of profit at the time of the sale. When the tests are not met, gains on sales are recognized on either the installment or cost recovery methods. |
(j) |
Each partner is individually responsible for reporting its share of the Partnership's taxable income or loss. Accordingly, no provision has been made in the accompanying consolidated financial statements for Federal, state or local income taxes. |
(k) |
Net income per unit of partnership interest has been computed based on the weighted average number of units of partnership interest outstanding during each year. There were no potentially dilutive securities outstanding during each year. |
(l) |
The Partnership is engaged in only one industry segment, real estate investment, and therefore information regarding industry segments is not applicable and is not included in these consolidated financial statements. |
(2) RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-9, Revenue from Contracts with Customers (ASU 2014-9). ASU 2014-9, as amended, is a comprehensive new revenue recognition model requiring an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration expected to be received in exchange for those goods and services and is effective for annual periods beginning after December 15, 2017. Accordingly, the Partnership adopted ASU 2014-9 on January 1, 2018 using the modified retrospective transition approach. ASU 2014-9 specifically excludes revenues derived from lease contracts within the scope of Leases (Topic 840). Since the Partnership’s revenue is primarily generated through leasing arrangements, the adoption of ASU 2014-9 on January 1, 2018 did not have a material impact on the Partnership’s consolidated financial statements.
In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15). ASU 2016-15 is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows and is effective for annual periods beginning after December 15, 2017. The amendments in ASU 2016-15 provide guidance on eight specific cash flow issues including the following that are relevant to the Partnership: (i) debt prepayment or debt extinguishment costs and (ii) distributions received from equity method investments. The Partnership adopted ASU 2016-15 on January 1, 2018 using the full retrospective approach and, as permitted, elected to classify distributions received from equity method investees using the cumulative earnings approach. Accordingly, distributions received from equity method investees are classified as cash inflows from operating activities on the accompanying Consolidated Statements of Cash Flows. The adoption of ASU 2016-15 on January 1, 2018 did not have a material impact on the Partnership’s consolidated financial statements.
In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash (ASU 2016-18). ASU 2016-18 is intended to reduce diversity in practice for the classification and presentation of changes in restricted cash by requiring the statement of cash flows to explain the change during the period in the total of cash and cash equivalents and amounts generally described as restricted cash. Accordingly, amounts generally described as restricted cash should be included with cash and cash equivalents when reconciling beginning-of-period and end-of period totals on the statement of cash flows. ASU 2016-18 is effective for annual periods beginning after December 15, 2017. The Partnership adopted ASU 2016-18 on January 1, 2018. The adoption of ASU 2016-18 resulted in an increase in ending cash and cash equivalents for the years ended December 31, 2017 and 2016 of $504,778 and $501,145, respectively.
32
(3) INVESTMENT MANAGEMENT AGREEMENT
The Partnership entered into a management agreement with the General Partner. Under the terms of this agreement, the General Partner is responsible for the acquisition, management and disposition of all investments, as well as performance of the day-to-day administrative operations and provision of office space for the Partnership.
For these services, the General Partner receives a management fee equal to 2% of the average amount of capital invested in real estate plus cumulative mortgage amortization payments, and 0.5% of capital not invested in real estate, as defined in the partnership agreement. The management fee amounted to $911,615, $888,325 and $867,859 for the years ended December 31, 2018, 2017, and 2016, respectively. Of the amounts earned in 2018, 2017 and 2016, $485,375, $462,086 and $441,618, respectively had been accrued while the obligations under the Loan Agreement were outstanding. The accrued amounts total $3,408,317 and $2,922,943 and are included in accrued expenses on the balance sheet as of December 31, 2018 and 2017, respectively. Since the Loan has been retired, the Partnership is allowed to pay the accrued fees and current fees. The accrued fees will be paid as cash flow from property operations and distributions from Omaha allow. In addition, the General Partner is entitled to 25% of cash distributions in excess of the annual distribution preference, as defined in the partnership agreement. No such amounts were due for the years ended December 31, 2018, 2017 or 2016.
(4) INVESTMENTS IN REAL ESTATE
During 2018 and 2017 the Partnership owned 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 December 31, 2018 and 2017:
Real Estate at Cost |
|||||||||||||||||
No. of |
Year of |
||||||||||||||||
Type |
Prop. |
Acquisition |
Description |
12/31/18 |
12/31/17 |
||||||||||||
Industrial flex property |
1 | 2002 |
60,345 sf |
$ | 5,709,859 | $ | 5,551,365 | ||||||||||
Less: accumulated depreciation |
(2,249,190 | ) | (2,084,846 | ) | |||||||||||||
Net book value |
$ | 3,460,669 | $ | 3,466,519 |
(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. |
33
The following major categories of assets were measured at fair value during the year ended December 31, 2018 and 2017:
Level 3: |
||||||||
Significant |
||||||||
Unobservable |
2018 |
|||||||
Inputs |
Total |
|||||||
Assets |
||||||||
Investment in Sentinel Omaha, LLC |
$ | 53,548,614 | $ | 53,548,614 | ||||
Reserve for fair value of investment |
(10,709,724 | ) | (10,709,724 | ) | ||||
Total assets |
$ | 42,838,890 | $ | 42,838,890 |
Level 3: |
||||||||
Significant |
||||||||
Unobservable |
2017 |
|||||||
Inputs |
Total |
|||||||
Assets |
||||||||
Investment in Sentinel Omaha, LLC |
$ | 50,106,432 | $ | 50,106,432 | ||||
Reserve for fair value of investment |
(12,526,608 | ) | (12,526,608 | ) | ||||
Total assets |
$ | 37,579,824 | $ | 37,579,824 |
The following is a reconciliation of the beginning and ending balances for assets measured at fair value using significant unobservable inputs (Level 3) during the years ended December 31, 2018 and 2017:
Investment in |
Reserve for |
|||||||||||
Sentinel |
fair value |
|||||||||||
Omaha, LLC |
of investment |
Total |
||||||||||
Balance at January 1, 2017 |
$ | 38,786,395 | $ | (13,575,238 | ) | $ | 25,211,157 | |||||
Equity in net income of investment |
11,320,037 | - | 11,320,037 | |||||||||
Decrease in reserve |
- | 1,048,630 | 1,048,630 | |||||||||
Balance at December 31, 2017 |
50,106,432 | (12,526,608 | ) | 37,579,824 | ||||||||
Equity in net income of investment |
5,842,182 | - | 5,842,182 | |||||||||
Distribution from investment |
(2,400,000 | ) | - | (2,400,000 | ) | |||||||
Decrease in reserve |
- | 1,816,884 | 1,816,884 | |||||||||
Balance at December 31, 2018 |
$ | 53,548,614 | $ | (10,709,724 | ) | $ | 42,838,890 |
34
As of December 31, 2017 the Partnership had recognized a value in the Omaha investment equal to the Partnership’s 30% portion of the equity reported on Omaha’s balance sheet as of December 31, 2017 less a 25% reserve. As of December 31, 2017 Omaha’s unsecured loan had a balance of $20,359,322. Omaha’s unsecured loan had a maturity date of December 31, 2017. Prior to maturity, Omaha exercised its one option to extend the maturity date to June 30, 2018. During 2018, Omaha sold its garden apartment property in Asheville, North Carolina and its garden apartment property in Fresno, California. 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 unsecured loan and were used to retire Omaha’s secured mortgage loan encumbering its high rise apartment property located in Omaha, Nebraska to further pay down Omaha’s debt. Retirement of the unsecured loan removed certain restrictions placed on Omaha by the lender including making distributions. During 2018 Omaha also sold its high rise apartment property located in Omaha, Nebraska. Net sales proceeds were used to first pay selling expenses and retire the 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 Columbus, Ohio to further pay down Omaha’s debt. Since Omaha has in the past two years paid off the unsecured debt along with improving performance at the properties, the debt risk is estimated to be lower. The investment in a 30% non-controlling interest would still be valued at a discount due to the lack of control and liquidity. The Partnership will continue to report a reserve on the value of Omaha on its books but due to the continuing pay down of Omaha’s unsecured loan in 2017, the reserve was reduced from 35% to 25%. Due to Omaha paying off the unsecured debt in 2018 the reserve has been reduced to 20% as of March 31, 2018.
For the year ended December 31, 2018 Sentinel Omaha reported a 3.0% increase in real estate values. Omaha anticipates the net operating income from its remaining portfolio to be flat during 2019 as compared to 2018. As noted above, all of Omaha’s property mortgage loans use floating rates based on one month LIBOR rates plus the credit spread.
During 2018 the floating rates on Omaha loans increased as short term LIBOR rates increased. The one month LIBOR rate increased from an average of (0.7164%) during December 2016 to an average of (1.4925%) during December 2017 and an average of (2.4582%) during December 2018. Fixed mortgage interest rates for multi-family properties of similar class and location as Omaha’s portfolio also increased during 2017 from an approximate range of 4.10% to 4.15% in early 2017 to 4.35% to 4.50% near the end of 2017 and further to an approximate range of 5.05% to 5.10% in December 2018. Mortgage interest rates may continue to increase in 2019 if the U.S. Federal Reserve continues a policy to increase the Federal Funds Rate. Although increases in fixed mortgage rates do not impact the operating cash flow of the Omaha properties directly, increases in fixed and floating rates on commercial mortgage debt can have a negative impact on capitalization rates and the sales prices Sentinel Omaha may achieve in the future.
The Partnership has only one wholly owned property which is located in Maple Grove, Minnesota. It is 100% leased to a single tenant whose lease was to expire October 31, 2019. On July 26, 2018, the Partnership and the tenant executed the Fifth Amendment to the lease agreement which extends the expiration date to October 31, 2024. The tenant pays fixed base rent which increases approximately 3% each year and the tenant’s option to terminate the lease early has been eliminated. All other significant terms of the lease remain the same. 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. If the tenant defaulted the Partnership would have no internal source of funds until the space is released to a new tenant or the Partnership receives distributions from Omaha. The Partnership may have to consider that it would be in the best interests of the limited partners to sell its investment in Omaha and/or sell its wholly owned property. The Partnership would not have considered a sale of its 30% non-controlling investment in Omaha in prior years due to Omaha’s unsecured debt. Selling the investment in Omaha while Omaha had a significant unsecured loan with an upcoming maturity would have likely realized a sale price for the investment that would be heavily discounted reflecting the unsecured debt risk. However, since Omaha has in the past two years paid off the unsecured debt along with improving performance at the properties, the debt risk is estimated to be lower. The investment in a 30% non-controlling interest would still be valued at a discount due to the lack of control and liquidity. The Partnership will continue to report a reserve on the value of Omaha on its books but due to Omaha paying off the unsecured debt in 2018 the reserve has been reduced to 20% as of March 31, 2018.
35
(6) INVESTMENT IN SENTINEL OMAHA, LLC
In 2007, the Partnership made an investment in the amount of $37,200,000 representing a thirty percent ownership interest in Sentinel Omaha, LLC (“Omaha”). Omaha is a real estate investment company which as of December 31, 2018 owns eight multifamily properties in five markets. Omaha is an affiliate of the Partnership’s general partner. The Omaha annual audited financial statements are filed as an exhibit to the Partnership’s annual Form 10-K filed with the SEC.
With respect to its investment in Omaha, the Partnership elected to adopt Accounting Standards Codification Topic 825. Accordingly, the investment is presented at fair value. Adoption was elected, in part, because the audited financial statements of Omaha are presented at fair value and it was believed that a similar presentation would best reflect the value of the Partnership’s investment from its inception.
The following are the audited condensed financial statements (000’s omitted) of Omaha as of December 31, 2018 and 2017 and for each of the three years in the period ended December 31, 2018.
Balance Sheet |
2018 |
2017 |
||||||
Investment in real estate properties, at fair value |
$ | 290,500 | $ | 368,600 | ||||
Other assets |
13,960 | 10,556 | ||||||
Debt |
(121,481 | ) | (207,187 | ) | ||||
Other liabilities |
(4,484 | ) | (4,948 | ) | ||||
Members' equity |
$ | 178,495 | $ | 167,021 |
Statement of Operations |
2018 |
2017 |
2016 |
|||||||||
Rent and other income |
$ | 33,786 | $ | 41,488 | $ | 44,266 | ||||||
Real estate operating expenses |
(16,189 | ) | (20,230 | ) | (21,062 | ) | ||||||
Other expenses |
(5,705 | ) | (7,106 | ) | (6,825 | ) | ||||||
Net unrealized gains |
488 | 44,074 | 16,603 | |||||||||
Net realized gain (losses) |
7,094 | (20,492 | ) | - | ||||||||
Net increase in net assets |
$ | 19,474 | $ | 37,734 | $ | 32,982 |
Determination of the fair value of Omaha involves numerous estimates and subjective judgments that are subject to change in response to current and future economic and market conditions, including, among other things, demand for residential apartments, competition, and operating cost levels such as labor, energy costs, real estate taxes and market interest rates. Judgments regarding these factors are not subject to precise quantification or verification and may change from time to time as economic and market factors change.
Estimated fair value was determined utilizing Level 3 inputs based upon independent appraisals or utilizing Level 2 inputs based upon sales contracts or bona fide sales offers.
The investment in Omaha is not consolidated because other investors have substantive ownership and participative rights regarding Omaha’s operations and therefore control does not vest in the Partnership. Were the Partnership deemed to control Omaha, it would have to be consolidated and therefore would impact the financial statements and related ratios.
The values of real estate properties have been prepared giving consideration to the income and sales comparison approaches of estimating property value. The income approach estimates an income stream for a property and discounts this income plus a reversion (presumed sale) into a present value at a risk adjusted rate. Yield rates and growth assumptions utilized in this approach are derived from market transactions as well as other financial and industry data. The sales comparison approach compares recent transactions to the appraised property. Adjustments are made for dissimilarities which typically provide a range of value. Generally, the income approach carries the most weight in the value reconciliation. Substantially all of Omaha’s real estate properties are classified within Level 3 of the valuation hierarchy.
36
The mortgage notes payable are all variable rate loans at December 31, 2018; therefore they are reported at amortized cost.
The following table shows quantitative information about significant unobservable inputs related to Level 3 fair value measurement used at December 31, 2018 (000’s omitted):
Fair |
Valuation |
Unobservable |
Range |
||||||||||
Value |
Techniques |
Inputs |
(Weighted Average) |
||||||||||
Investment in real estate properties |
$ | 247,200 |
Discounted cash flows (DCF) |
Discount rate |
7.00% | - | 7.75 | % | (7.46%) | ||||
|
|||||||||||||
Capitalization rate |
5.25% | - | 6.00 | % |
(5.71%) |
||||||||
DCF Term (years) |
10 years |
(7) LOAN PAYABLE
Loan payable consists of the following:
Net Carrying Amount |
||||||||
December 31, |
||||||||
Property |
2018 |
2017 |
||||||
Loan payable: |
||||||||
Bank Loan: |
||||||||
Note B |
$ | - | $ | 5,726,590 | ||||
Less: unamortized finance costs |
- | (7,279 | ) | |||||
$ | - | $ | 5,719,311 |
On September 17, 2007, the Partnership entered into a bank loan (the “Loan”) with a bank (“Holder”) in the amount of $22,000,000, which matured on October 1, 2008 and provided for interest only monthly payments based upon LIBOR plus 1.95%. On April 29, 2011, the Holder of the unsecured credit facility and the Partnership executed a new Loan Agreement (“Loan Agreement”). The Partnership paid down a portion of the bank loan using the net sales proceeds from the sale of 175 Ambassador Drive in 2011 and a further pay down using the net sales proceeds from the sale of Lino Lakes in 2015. Pay downs were also made annually from excess cash flow in accordance with the terms of the Loan Agreement.
On October 4, 2018, the Partnership and the Holder of the Loan executed a Discounted Payoff Agreement (“Payoff Agreement”) whereby the Partnership made a one-time payment of $4,000,000 on October 19, 2018 to retire and fully satisfy the balance of the Loan of $5,693,876 at a discount. The source of funds to retire the Loan was a distribution from Sentinel Omaha, LLC of $2,400,000, cash escrow held by the Holder of approximately $510,000 and the remainder from partnership cash reserves to total $4,000,000. The payoff of $4,000,000 to satisfy the Loan is less than the outstanding balance of the Loan in the amount of $5,693,876. The difference of $1,693,876 was recorded as gain on extinguishment of debt.
37
(8) QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
Revenues from |
Net Income per |
Equity in Net |
||||||||||||||
Continuing |
Unit of Limited |
Income (Loss) of |
||||||||||||||
Year ended December 31, 2018 |
Operations |
Net Income |
Partnership Interest |
Investment |
||||||||||||
First Quarter |
$ | 273,781 | $ | 3,268,374 | $ | 421.56 | $ | 1,111,737 | ||||||||
Second Quarter |
277,069 | 766,217 | 98.83 | 1,116,053 | ||||||||||||
Third Quarter |
280,790 | 1,402,835 | 180.94 | 1,899,156 | ||||||||||||
Fourth Quarter |
278,816 | 3,386,226 | 436.77 | 1,715,236 | ||||||||||||
Year ended December 31, 2017 |
||||||||||||||||
First Quarter |
$ | 267,378 | $ | 2,114,101 | $ | 272.68 | $ | 3,449,898 | ||||||||
Second Quarter |
267,800 | 3,335,567 | 430.23 | 1,934,067 | ||||||||||||
Third Quarter |
271,619 | 5,089,139 | 656.41 | 4,013,490 | ||||||||||||
Fourth Quarter |
274,338 | 1,313,661 | 169.44 | 1,922,582 |
(9) FEDERAL INCOME TAX INFORMATION (UNAUDITED)
A reconciliation of net income for financial reporting purposes to net income (loss) for Federal income tax reporting purposes is as follows:
For the Years Ended December 31, |
||||||||||||
2018 |
2017 |
2016 |
||||||||||
Net income for financial reporting purposes |
$ | 8,823,652 | $ | 11,852,468 | $ | 10,233,277 | ||||||
Adjustment to net loss on sale of investment in real estate property to reflect differences between tax and financial reporting bases of assets and liabilities |
- | - | - | |||||||||
Difference between tax and financial statement equity in net income/ loss of investment |
2,807,300 | (12,538,521 | ) | (8,999,145 | ) | |||||||
Difference between accrued investment management fees, mortgage interest and partnership administrative expenses recognized for tax purposes |
525,375 | 502,085 | 481,619 | |||||||||
Difference between tax and financial statement depreciation |
13,429 | 7,788 | 7,424 | |||||||||
Net income (loss) for Federal income tax reporting purposes |
$ | 12,169,756 | $ | (176,180 | ) | $ | 1,723,175 | |||||
Net ordinary income for Federal income tax reporting purposes |
$ | 4,745,461 | $ | 1,681,612 | $ | 1,723,175 | ||||||
Net capital (Sec. 1231) gain (loss) for Federal income tax reporting purposes |
7,424,295 | (1,857,792 | ) | - | ||||||||
$ | 12,169,756 | $ | (176,180 | ) | $ | 1,723,175 | ||||||
Weighted average number of units of limited partnership interest outstanding |
7,753 | 7,753 | 7,753 |
As of December 31, 2018 and 2017, the tax bases of the Partnership's assets and liabilities were approximately $46,360,757 and $43,029,724 of assets, and $4,074,329, and $9,267,740 of liabilities, respectively.
38
(10) MANAGEMENT SERVICES
Certain affiliates of the General Partner oversee the management and operation of various real estate properties, including those owned by the Partnership. Services performed by affiliates are billed at actual or allocated cost, percentage of revenues or net equity. For the years ended December 31, 2018, 2017 and 2016 billings to the Partnership amounting to $55,409, $54,311 and $53,242, respectively, and are included in real estate operating expenses.
The Partnership’s wholly owned property located in Maple Grove, Minnesota is 100% leased to a single tenant whose lease was scheduled to expire July 31, 2019. On July 26, 2018, the Partnership and the tenant executed an extension of the lease to October 31, 2024. An affiliate of the General Partner was paid a leasing commission of $158,494 for the lease extension.
During 2012 an affiliate of the General Partner commenced maintaining and updating the investor database and preparing the tax K-1 forms and related schedules which previously had been prepared by an unaffiliated company. The fee charged by the affiliate for the similar service is lower than the fee previously charged by the unaffiliated company. Fees charged for 2018, 2017 and 2016 were $54,000 each year.
(11) FAIR VALUE OF FINANCIAL INSTRUMENTS
The Partnership’s financial instruments include cash, cash equivalents and a loan payable. The carrying amount of cash, cash equivalents and loan payable are reasonable estimates of fair value.
(12) COMMITMENTS AND CONTINGENCIES
The Partnership is a party to certain actions directly arising from its normal business operations. While the ultimate outcome is not presently determinable with certainty, the Partnership believes that the resolution of these matters will not have a material adverse effect on its financial statements.
The Partnership leases its property to a tenant under an operating lease agreement, which requires the tenant to pay all or part of certain operating and other expenses of the property. The minimum future rentals to be received in respect of non-cancelable commercial operating leases with unexpired terms in excess of one year as of December 31, 2018 are $772,620 for 2019, $809,634 for 2020, $833,922 for 2021, $858,940 for 2022 and $884,709 for 2023. These amounts include the minimum rents from the tenant leasing 100% of the space at Eagle Lake IV. The maturity date of this lease was extended to October 31, 2024 under an extension signed in July 2018.
Pursuant to the original investment agreement, the Partnership may be called upon to contribute, in cash, an additional $3,720,000 to the capital of Omaha, as and when required, as determined by the Manager. In addition, the Partnership shall not have any liability to restore any negative balance in its capital account.
39
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION |
DECEMBER 31, 2018 |
Column A |
Column B |
Column C |
Column D |
|||||||||||||||||
Initial Cost to the Registrant |
Costs |
|||||||||||||||||||
Capitalized |
||||||||||||||||||||
Buildings and |
Subsequent |
|||||||||||||||||||
Description |
Encumbrances |
Land |
Improvements |
Total |
to Acquisition |
|||||||||||||||
INDUSTRIAL FLEX |
||||||||||||||||||||
Minnesota - |
||||||||||||||||||||
Maple Grove (Eagle Lake Business Center IV) |
$ | - | $ | 470,000 | $ | 4,243,385 | $ | 4,713,385 | $ | 996,474 |
Column A |
Column E |
Column F |
||||||||||||||
Gross amount at which Carried at End of Year |
||||||||||||||||
(Notes a & c) |
||||||||||||||||
Accumulated |
||||||||||||||||
Buildings and |
Depreciation |
|||||||||||||||
Description |
Land |
Improvements |
Total |
(Notes b & d) |
||||||||||||
INDUSTRIAL FLEX |
||||||||||||||||
Minnesota - |
||||||||||||||||
Maple Grove (Eagle Lake Business Center IV) |
$ | 470,000 | $ | 5,239,859 | $ | 5,709,859 | $ | 2,249,190 |
40
SB PARTNERS |
|||||
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED |
|||||
DECEMBER 31, 2018 |
Column A |
Column G |
Column H |
Column I |
|||||
Life on which |
||||||||
Depreciation in |
||||||||
Latest Statement |
||||||||
of Operations |
||||||||
Description |
Date of Construction |
Date Acquired |
is Computed (in years) |
|||||
INDUSTRIAL FLEX |
||||||||
Minnesota - |
||||||||
Maple Grove (Eagle Lake Business Center IV) |
2000 |
Jun 2002 |
7 | to | 39 |
NOTES TO SCHEDULE III: |
2018 |
2017 |
2016 |
||||||||||
(a) Reconciliation of amounts shown in Column E: |
||||||||||||
Balance at beginning of year |
$ | 5,551,365 | $ | 5,486,185 | $ | 5,486,185 | ||||||
Additions - |
||||||||||||
Cost of improvements |
158,494 | 65,180 | 0 | |||||||||
Deductions - |
||||||||||||
Sales |
0 | 0 | 0 | |||||||||
Balance at end of year |
$ | 5,709,859 | $ | 5,551,365 | $ | 5,486,185 | ||||||
(b) Reconciliation of amounts shown in Column F: |
||||||||||||
Balance at beginning of year |
$ | 2,084,846 | $ | 1,927,326 | $ | 1,769,982 | ||||||
Additions - |
||||||||||||
Depreciation expense for the year |
164,344 | 157,520 | 157,344 | |||||||||
Deductions - |
||||||||||||
Sales |
0 | 0 | 0 | |||||||||
$ | 2,249,190 | $ | 2,084,846 | $ | 1,927,326 | |||||||
(c) Aggregate cost basis for Federal income tax reporting purposes |
$ | 5,216,980 | $ | 5,216,980 | $ | 5,151,797 | ||||||
(d) Accumulated depreciation for Federal income tax reporting purposes |
$ | 2,534,020 | $ | 2,070,468 | $ | 1,845,433 |
Ex 31.1
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, George N. Tietjen III, certify that:
(1) |
I have reviewed this annual report on Form 10-K of SB Partners; |
|
(2) |
Based on my knowledge, this annual report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the year covered by this annual report; |
|
(3) | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; | |
(4) | Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Registrant and have: |
(a) |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; |
(b) |
designed such internal control over financial reporting, caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) |
evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and |
(d) |
disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financing reporting; and |
(5) | The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
(a) |
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and |
(b) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
Chief Executive Officer |
||
Dated: March 28, 2019 |
By: |
/s/ George N. Tietjen III |
George N. Tietjen III |
Ex31.2
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, John H. Zoeller, certify that:
(1) | I have reviewed this annual report on Form 10-K of SB Partners; | |
(2) | Based on my knowledge, this annual report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the year covered by this annual report; | |
(3) |
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; |
(4) |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Registrant and have: |
(a) |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; |
(b) |
designed such internal control over financial reporting, caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) |
evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and |
(d) |
disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financing reporting; and |
(5) |
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
(a) |
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and |
(b) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
|
|
Principal Financial & Accounting Officer |
Dated: March 28, 2019 | By: |
/s/ John H. Zoeller |
John h. Zoeller |
||
Chief Financial Officer |
Ex32.1
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, George N. Tietjen III, certify that:
(1) | the Annual Report on Form 10-K of the Registrant for the annual period ended December 31, 2018, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; | |
(2) |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
Chief Executive Officer |
||
Dated: March 28, 2019 |
By: |
/s/ George N. Tietjen III |
George N. Tietjen III |
||
Ex 32.2
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, John H. Zoeller, certify that:
(1) |
the Annual Report on Form 10-K of the Registrant for the annual period ended December 31, 2018, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; |
(2) |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
|
|
Principal Financial & Accounting Officer |
Dated: March 28, 2019 | By: |
/s/ John H. Zoeller |
John H. Zoeller |
||
Chief Financial Officer |
Ex 99.1
Sentinel Omaha
Limited Liability Company
and Subsidiaries
Consolidated Financial Statements
December 31, 2018
Report of Independent Registered Public Accounting Firm
To the Members of
Sentinel Omaha Limited Liability Company:
We have audited the accompanying consolidated statement of assets and liabilities, including the consolidated schedule of investments, of Sentinel Omaha Limited Liability Company and Subsidiaries (collectively, the “Company”) as of December 31, 2018, and the related consolidated statements of operations, changes in net assets, and cash flows for the year then ended and the related notes. In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Sentinel Omaha Limited Liability Company and Subsidiaries as of December 31, 2018, and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
We have served as the Company’s auditor since 2010.
New York, NY
/s/ Mazars USA LLP
February 11, 2019
SENTINEL OMAHA LIMITED LIABILITY COMPANY AND SUBSIDIARIES
TABLE OF CONTENTS
December 31, 2018
Page(s) |
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
1 |
CONSOLIDATED FINANCIAL STATEMENTS |
|
Statement of Assets and Liabilities |
2 |
Schedule of Investments |
3 |
Statement of Operations |
4 |
Statement of Changes in Net Assets |
5 |
Statement of Cash Flows |
6 |
Notes to Consolidated Financial Statements |
7-15 |
SENTINEL OMAHA LIMITED LIABILITY COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
December 31, 2018
ASSETS |
||||
Investment in real estate properties, at fair value (cost - $230,791,145) |
$ | 290,500,000 | ||
Cash and cash equivalents |
5,612,185 | |||
Cash held in escrow by lenders |
7,633,215 | |||
Prepaid expenses and other assets |
514,886 | |||
Tenant security deposits |
199,808 | |||
Total assets |
304,460,094 | |||
LIABILITIES |
||||
Mortgage notes and bonds payable (cost - $121,481,367) |
121,481,367 | |||
Accounts payable and accrued expenses |
3,713,231 | |||
Tenant security deposits payable |
655,617 | |||
Prepaid rent |
106,166 | |||
Deferred revenue |
8,251 | |||
Total liabilities |
125,964,632 | |||
NET ASSETS |
$ | 178,495,462 |
The accompanying notes are an integral part of these consolidated financial statements.
SENTINEL OMAHA LIMITED LIABILITY COMPANY AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2018
INVESTMENT IN REAL |
NUMBER |
HISTORICAL |
FAIR | |||||||||||||
ESTATE PROPERTIES |
LOCATION |
OF UNITS |
COST (1) |
VALUE |
||||||||||||
Residential: |
||||||||||||||||
Arbor Hills |
Antioch, TN |
548 | $ | 38,170,061 | $ | 59,000,000 | (2) | |||||||||
Arbors of Dublin |
Dublin, OH |
288 | 20,484,064 | 25,800,000 | (2) | |||||||||||
Brentwood Oaks |
Nashville, TN |
262 | 24,371,111 | 33,500,000 | (2) | |||||||||||
Cornerstone |
Independence, MO |
420 | 40,460,591 | 43,300,000 | (2) | |||||||||||
Covey at Fox Valley |
Aurora, IL |
216 | 27,647,986 | 28,400,000 | (2) | |||||||||||
Littlestone of Village Green |
Gallatin, TN |
200 | 17,450,406 | 22,000,000 | (2) | |||||||||||
Oakwell Farms |
Hermitage, TN |
410 | 34,008,496 | 44,500,000 | (2) | |||||||||||
The Reserve at Westcott Plantation |
Summerville, SC |
288 | 28,198,430 | 34,000,000 | (2) | |||||||||||
Total |
2,632 | $ | 230,791,145 | $ | 290,500,00 | (4) |
(1) |
Historical cost equals the purchase price allocation plus capital improvements made from the acquisition date through December 31, 2018. |
(2) |
Fair value is as determined by an independent appraiser at December 31, 2018. |
(3) |
Fair value is determined by contracts or bona fide offers. |
(4) |
Fair value of the investments in real estate as a percentage of net assets is 162.75%. |
The accompanying notes are an integral part of these consolidated financial statements.
SENTINEL OMAHA LIMITED LIABILITY COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
For the year ended December 31, 2018
INVESTMENT INCOME |
||||
Base rent |
$ | 30,824,849 | ||
Other rental income |
2,961,106 | |||
Total investment income |
33,785,955 | |||
EXPENSES |
||||
Payroll and related costs |
4,318,516 | |||
Real property taxes |
3,640,018 | |||
Repairs and maintenance |
3,043,762 | |||
Utilities |
1,966,954 | |||
Property management fees |
1,520,311 | |||
Insurance |
651,116 | |||
Advertising |
568,474 | |||
General and administrative |
479,919 | |||
Total expenses |
16,189,070 | |||
NET INVESTMENT INCOME BEFORE OTHER EXPENSES |
17,596,885 | |||
OTHER EXPENSES |
||||
Interest on mortgage notes, bonds and credit facilities payable |
(5,272,907 | ) | ||
Professional fees |
(380,602 | ) | ||
Amortization of deferred financing costs |
(50,898 | ) | ||
Total other expenses |
(5,704,407 | ) | ||
NET INVESTMENT INCOME |
11,892,478 | |||
Net change in unrealized appreciation of investment in real estate properties |
583,873 | |||
Net unrealized depreciation of interest rate cap agreements |
(96,268 | ) | ||
Realized gain on sale of investment in real estate properties |
7,093,942 | |||
Net unrealized and realized gain |
7,581,547 | |||
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS |
$ | 19,474,025 |
The accompanying notes are an integral part of these consolidated financial statements.
SENTINEL OMAHA LIMITED LIABILITY COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS
For the year ended December 31, 2018
Member I |
Member II |
Member III |
Total |
|||||||||||||
Net assets at beginning of the year |
$ | 58,457,509 | $ | 58,457,509 | $ | 50,106,419 | $ | 167,021,437 | ||||||||
Net investment income |
4,162,367 | 4,162,367 | 3,567,744 | 11,892,478 | ||||||||||||
Net change in unrealized appreciation of investment in real estate properties |
204,356 | 204,356 | 175,161 | 583,873 | ||||||||||||
Net unrealized depreciation of interest rate cap agreements |
(33,694 | ) | (33,694 | ) | (28,880 | ) | (96,268 | ) | ||||||||
Realized gain on sale of investment in real estate properties |
2,482,880 | 2,482,880 | 2,128,182 | 7,093,942 | ||||||||||||
Distribution to partners |
(2,800,000 | ) | (2,800,000 | ) | (2,400,000 | ) | (8,000,000 | ) | ||||||||
Net assets at end of year |
$ | 62,473,418 | $ | 62,473,418 | $ | 53,548,626 | $ | 178,495,462 |
The accompanying notes are an integral part of these consolidated financial statements.
SENTINEL OMAHA LIMITED LIABILITY COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended December 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES |
||||
Net increase in net assets resulting from operations |
$ | 19,474,025 | ||
Adjustments to reconcile net increase in net assets to net cash provided by operating activities: |
||||
Net change in unrealized appreciation of investment in real estate properties |
(583,873 | ) | ||
Net unrealized depreciation of interest rate cap agreements |
96,268 | |||
Realized gain on sale of investment in real estate properties |
(7,093,942 | ) | ||
Amortization of deferred financing costs |
50,898 | |||
Changes in operating assets and liabilities: |
||||
Cash held in escrow by lenders |
(1,052,432 | ) | ||
Prepaid expenses and other assets |
256,560 | |||
Tenant security deposits payable |
(286,662 | ) | ||
Accounts payable and accrued expenses |
(266,884 | ) | ||
Deferred revenue |
(44,710 | ) | ||
Prepaid rent |
76,583 | |||
Net cash provided by operating activities |
10,625,831 | |||
CASH FLOWS FROM INVESTING ACTIVITIES |
||||
Net proceeds from sale of investment in real estate properties |
90,517,694 | |||
Capital additions to real estate properties |
(4,739,879 | ) | ||
Increase in tenant security deposits |
(826 | ) | ||
Net cash provided by investing activities |
85,776,989 | |||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||
Payments of mortgage notes, bonds and credit facilities |
(85,705,750 | ) | ||
Distributions to partners |
(8,000,000 | ) | ||
Purchase of interest rate cap agreement |
(101,075 | ) | ||
Net cash used in financing activities |
(93,806,825 | ) | ||
NET INCREASE IN CASH AND CASH EQUIVALENTS |
2,595,995 | |||
CASH AND CASH EQUIVALENTS |
||||
Beginning of year |
3,016,190 | |||
End of year |
$ | 5,612,185 | ||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION |
||||
Cash paid during the year for interest |
$ | 5,286,943 |
The accompanying notes are an integral part of these consolidated financial statements.
SENTINEL OMAHA LIMITED LIABILITY COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2018
1. |
ORGANIZATION |
Sentinel Omaha Limited Liability Company and Subsidiaries (the "Company") was organized on June 4, 2007 as a Delaware limited liability company for the purpose of acquiring all of the outstanding stock of America First Apartment Investors, Inc. (“APRO”). Sentoma, LLC (the “Manager”), an affiliate of one of the members, serves as the Manager of the Company. Net profits and losses of the Company shall be allocated to the members of the Company in proportion to their respective percentage interests. The Company shall be dissolved upon the sale or other disposition of all or substantially all of the assets of the Company or the election to dissolve the Company made in writing by the Manager with the consent of the members.
In accordance with the Amended or Restated Limited Liability Company Agreement dated August 22, 2007 (the “Agreement”), the members have agreed to contribute, in cash, an additional $12,400,000 to the capital of the Company, as and when required, as determined by the Manager. In addition, no member shall have any liability to restore any negative balance in its capital account.
2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
a. Basis of Presentation - The accompanying consolidated financial statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. The Company is an investment company as described in ASC 946, Financial Services - Investment Companies. The Company carries its investments and certain liabilities at fair value.
The Company acquired APRO through Sentinel White Plains LLC, a wholly-owned limited liability company, on September 18, 2007. Sentinel White Plains LLC holds the assets and liabilities of the properties formerly owned by APRO through wholly-owned single-asset limited partnerships or limited liability companies. The financial statements of these subsidiaries are consolidated with those of the Company. All significant transactions and balances between the Company and these subsidiaries have been eliminated.
b. Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Estimates subject to material change in the near term include the fair value of real estate owned, fair value of mortgage notes, bonds, and credit facilities, and fair value of derivatives. Actual results could differ from those estimates.
c. Real Estate Property Valuation - Investment in real estate properties is reported at fair value. At December 31, 2018, the fair value of the investment in real estate properties is equal to the value determined by independent appraisals or determined by contracts or bona-fide offers. The estimated fair value of the underlying real estate is determined quarterly by the methods described in Note 7. No provision is made for depreciation of the historical cost of the real estate properties; however, the effects of actual physical deterioration or obsolescence, if any, were considered in applying the methods used in estimating fair value. Valuations are prepared by the investment advisor’s valuation group and represent their best judgment based upon a process of evaluating the current and future economic and market conditions and are approved by management.
SENTINEL OMAHA LIMITED LIABILITY COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2018
The aggregate unrealized appreciation or depreciation on investments in real estate represents the net change between the fair value and the cost basis of the Company’s investments in real estate. The net change in unrealized appreciation or depreciation on investment in real estate for the current year also reflects the difference between the current fair value and the prior year recorded amount and is included in the consolidated statement of operations.
The fair values do not necessarily represent the prices at which the real estate investments would sell because market prices can only be determined by negotiating between a willing buyer and a willing seller.
Determination of fair value involves numerous estimates and subjective judgments that are subject to change in response to current and future economic and market conditions, including, among other things, demand for residential apartments, competition, and operating cost levels such as labor, energy costs and real estate taxes. Judgments regarding these factors are not subject to precise quantification or verification and may change from time to time as economic and market factors change and such changes may be material to the fair value presented.
Expenditures for improvements which, in the opinion of the Manager, increase the fair value of the real estate owned, generally renewals and betterments, are capitalized. Repair and maintenance costs are expensed as incurred.
d. Cash and Cash Equivalents - For financial reporting purposes, overnight investments and short-term deposits with maturities of three months or less at the time of purchase are considered to be cash equivalents. At times, the Company’s cash and cash equivalents balance with financial institutions may exceed Federal Deposit Insurance Corporation insured limits. As of December 31, 2018, the Company maintains its cash balances with three major financial institutions and those cash balances exceed Federal Deposit Insurance Corporation insured limits by $5,991,644.
e. Restricted Cash and Cash Held in Escrow by Lenders - Includes restricted deposits accounts maintained pursuant to the Company’s debt agreements and interest rate swap agreements.
f. Deferred Financing Costs - Costs incurred in connection with the unsecured credit facility are capitalized and amortized using the straight-line method over the term of the related debt agreement. These costs have been fully amortized as of December 31, 2018.
g. Derivative Financial Instruments - To manage or hedge its interest rate risk on its bonds and mortgage notes payable, the Company may enter into interest rate swap and cap agreements, which meet the definition of a derivative and are marked to fair value. Fair values of these derivatives are provided by counterparties and are recorded in the statement of assets and liabilities. The fair value of derivatives is equal to the premium paid, however, for the quarter in which they are acquired. The change in value is recorded in the statement of operations.
h. Mortgage Notes and Bonds Payable - Mortgage notes and bonds payable owed by the Company are reported at fair value. The Manager has determined that the fair value of variable rate loans approximates its carrying value, due to the loan bearing interest at a variable rate, which is comparable to debt instruments currently available with similar terms and remaining maturities. Financial costs associated with such debt are expensed as incurred. The difference between the current fair value and the prior year fair value is reflected as a component of operations in the net unrealized depreciation on fair value of mortgages notes and bonds payable section of the accompanying consolidated statement of operations.
SENTINEL OMAHA LIMITED LIABILITY COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2018
i. Rental Income - Leases at residential properties generally have terms of one year or less and rental income is recognized when payment is due pursuant to the terms of the leases. Reimbursements for utilities and other expense recoveries are recorded as revenue when earned.
j. Income Taxes - Generally, there is no provision for federal income taxes in the accompanying consolidated financial statements as each member is responsible for reporting its allocable share of the income, gains, losses and credits of the Company. Generally, the Company’s U.S. tax returns are subject to examination by federal, state, and local authorities for a period of three years from the latter of the due date of such returns or the actual date the returns were filed.
k. Sales of Investment in Real Estate - Sales of real estate owned are recognized in accordance with accounting principles generally accepted in the United States, applicable to sales of real estate. Gain or loss on sales of real estate are recorded when title is conveyed to the buyer, subject to the buyer’s financial commitment being sufficient to provide economic substance to the sale and the Company having no substantial continuing involvement with the buyer. Net realized gain or loss on investments in real estate, if any, is the Company’s share of cash proceeds from disposition of investments in real estate less the cost basis and transaction costs.
l. Recent Accounting Pronouncements – In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) which modified disclosure requirements on fair value measurements in Topic 820. ASU 2018-13 is effective for all entities for fiscal years beginning after December 15, 2019, with early adoption permitted. For the year ended December 31, 2018, the Company has elected to early adopt ASU 2018-13.
3. |
REAL ESTATE TRANSACTIONS |
On January 9, 2018, investment in Woodbury was sold for $22,750,000 in an all cash transaction. The cost basis of the property on the date of sale was $14,126,944 and resulted in a net gain of $8,247,596 after transaction closing costs of $375,460. | |
On March 20, 2018, investment in Jackson at Park Place was sold for $51,525,000 in an all cash transaction. The cost basis of the property on the date of sale was $49,145,164 and resulted in a net gain of $1,692,850 after transaction closing costs of $686,986. | |
On November 6, 2018, investment in The Greenhouse was sold for $17,600,000 in an all cash transaction. The cost basis of the property on the date of sale was $20,151,644 and resulted in a net loss of $2,846,504 after transaction closing costs of $294,860. |
SENTINEL OMAHA LIMITED LIABILITY COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2018
4. |
MORTGAGE NOTES AND BONDS PAYABLE |
The following summarizes the Company’s debt at December 31, 2018:
INTEREST |
MATURITY |
MONTHLY |
PRINCIPAL |
FAIR VALUE |
|||||||||||||||||
PROPERTY |
Ref |
RATE |
DATE |
PAYMENT |
AT 12/31/18 |
AT 12/31/18 |
|||||||||||||||
Mortgage Notes Payable: |
|||||||||||||||||||||
Oakwell Farms |
(1) | 4.13 | % |
03/01/25 |
$ | 131,123 | $ | 24,537,135 | $ | 24,537,135 | |||||||||||
The Reserve at Wescott Plantation |
(2) | 4.11 | % |
03/01/25 |
106,348 | 19,790,456 | 19,790,456 | ||||||||||||||
Cornerstone |
(3) | 4.51 | % |
10/01/25 |
149,889 | 27,273,776 | 27,273,776 | ||||||||||||||
Total Mortgage Notes Payable |
71,601,367 | 71,601,367 | |||||||||||||||||||
Bonds Payable: |
|||||||||||||||||||||
Arbor Hills |
(4) | 2.07 | % |
12/01/25 |
52,778 | 26,150,000 | 26,150,000 | ||||||||||||||
Brentwood Oaks |
(4) | 1.88 | % |
07/15/31 |
17,583 | 11,320,000 | 11,320,000 | ||||||||||||||
Covey at Fox Valley |
(4) | 1.88 | % |
10/15/27 |
22,420 | 12,410,000 | 12,410,000 | ||||||||||||||
Total Bonds Payable |
49,880,000 | 49,880,000 | |||||||||||||||||||
Total Mortgage Notes and Bonds Payable, at Fair Value |
$ | 121,481,367 | $ | 121,481,367 |
Mortgage Notes Payable:
(1) |
On February 25, 2015, Oakwell Farms paid-off its existing loan and entered into a new loan with a bank in the amount of $25,500,000. The loan provides for interest only payments for two years at a variable rate of LIBOR + 1.78%. Thereafter, monthly payments will include principal payments of $43,767. The loan matures on March 1, 2025. |
(2) |
On February 26, 2015, The Reserve at Wescott Plantation paid-off its existing loan and entered into a new loan with a bank in the amount of $20,587,500. The loan provides for interest only payments for two years at a variable rate of LIBOR plus 1.76%. Thereafter, monthly payments will include principal payments of $36,229. The loan matures on March 1, 2025. |
(3) |
On September 30, 2015, the secured credit facility in the amount of $84,718,000 which was collateralized by Arbors of Dublin, Brentwood Oaks, Morganton Place, Greenhouse Apartments, The Village at Cliffdale, Woodberry Apartments, Covey at Fox Valley and Cornerstone Apartments was paid-off. At the same time, Cornerstone Apartments entered into a new loan with a bank in the amount of $27,931,814. The loan provides for monthly interest only payments for two years at a variable rate of LIBOR + 2.16%. Thereafter, monthly payments will include a principal component of $43,869. The loan matures on October 1, 2025. |
Bonds Payable:
(4) |
The interest rate is based on a weekly variable rate, which is determined by a highly rated bond composite variable rate. |
During the year ended December 31, 2018, Arbors of Dublin paid off its existing loan in the amount of $13,460,593. The loan provided for monthly interest payments at a variable rate of LIBOR + 2.16% plus a fixed principal component of $23,565. The loan was due to mature in October 2025.
During the year ended December 31, 2018, the Company paid off the remaining balance of its unsecured credit facility Tranche B loan in the amount of $20,359,322 prior to its maturity date of June 30, 2018.
SENTINEL OMAHA LIMITED LIABILITY COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2018
As of December 31, 2018, scheduled principal payments on mortgage notes and bonds are as follows:
Years |
Amount |
|||
2019 |
$ | 1,486,381 | ||
2020 |
1,486,381 | |||
2021 |
1,486,381 | |||
2022 |
1,486,381 | |||
Thereafter |
115,535,843 | |||
$ | 121,481,367 |
5. |
INTEREST RATE DERIVATIVES |
The Company entered into LIBOR rate cap agreements (the “Rate Caps”) to manage its exposure to increases in LIBOR on its variable rate borrowings in order to control interest expense.
The following summarizes the Company’s Rate Caps at December 31, 2018:
Receive/ | ||||||||||||||
Type |
Maturity |
Notional Amount |
Cap Rate |
Fair Value |
||||||||||
LIBOR CAP |
08/01/21 |
$ | 20,007,832 | 4.39 | % | $ | 3,125 | |||||||
LIBOR CAP |
07/01/21 |
27,317,645 | 4.70 | % | 1,964 | |||||||||
LIBOR CAP |
07/01/21 |
13,437,028 | 6.00 | % | 111 | |||||||||
LIBOR CAP |
12/15/21 |
12,410,000 | 6.00 | % | 7 | |||||||||
LIBOR CAP |
01/01/20 |
13,400,000 | 6.00 | % | - | |||||||||
LIBOR CAP |
01/01/20 |
12,750,000 | 6.00 | % | - | |||||||||
LIBOR CAP |
09/15/21 |
11,240,800 | 9.27 | % | - | |||||||||
LIBOR CAP |
03/01/19 |
25,018,567 | 5.15 | % | - | |||||||||
$ | 135,581,872 | $ | 5,207 |
The Company is exposed to credit losses from counter party non-performance, but does not anticipate any losses from its agreements. The net fair value of the Rate Caps is estimated to be $5,207 as of December 31, 2018, and is reported under prepaid expenses and other assets in the accompanying consolidated statement of assets and liabilities. No payments were received from the Rate Caps during the year ended December 31, 2018. The Company recognized net unrealized depreciation on the Rate Caps of $96,268 for the year ended December 31, 2018.
6. |
FAIR VALUE OF FINANCIAL INSTRUMENTS |
The Company’s financial instruments consist of cash, cash equivalents, restricted cash, interest rate derivatives, accounts payable and loans payable. Cash, cash equivalents, restricted cash and accounts payable are carried at amounts that approximate their fair value. The interest rate caps are carried at fair value as described in Note 5.
Effective January 1, 2008, management has elected to measure all of its debt, except for the unsecured credit facility, at fair value. However, management reserves the right to elect to measure future eligible financial assets or liabilities at fair value. The fair value of the mortgage notes and bonds payable has been determined as described in Note 2.
SENTINEL OMAHA LIMITED LIABILITY COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2018
7. |
ASSETS AND LIABILITIES 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 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. |
The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. Accordingly, when available, the Company measures fair value using Level 1 inputs because they generally provide the most reliable evidence of fair value. If market data is not readily available, fair value is based upon other significant unobservable inputs such as inputs that reflect the Company’s own assumptions about the inputs market participants would use in valuing the investments. Investments valued using unobservable inputs are classified to the lowest level of any input that is most significant to the valuation. Thus, a valuation may be classified in Level 3 even though the valuation may include significant inputs that are readily observable.
SENTINEL OMAHA LIMITED LIABILITY COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2018
The following major categories of assets and liabilities were measured at fair value during the year ended December 31, 2018:
Level 2: |
Level 3: |
|||||||||||
Significant |
Significant |
|||||||||||
Other Observable |
Unobservable |
2018 |
||||||||||
Inputs |
Inputs |
Total |
||||||||||
Assets |
||||||||||||
Investment in real estate properties |
$ | 43,300,000 | $ | 247,200,000 | $ | 290,500,000 | ||||||
Interest rate derivatives |
- | 5,207 | 5,207 | |||||||||
Total assets |
$ | 43,300,000 | $ | 247,205,207 | $ | 290,505,207 | ||||||
Liabilities |
||||||||||||
Mortgage notes and bonds payable |
$ | - | $ | 121,481,367 | $ | 121,481,367 | ||||||
Total liabilities |
$ | - | $ | 121,481,367 | $ | 121,481,367 |
The values of real estate properties have been prepared giving consideration to the income and sales comparison approaches of estimating property value. The income approach estimates an income stream for a property and discounts this income plus a reversion (presumed sale) into a present value at a risk adjusted rate. Yield rates and growth assumptions utilized in this approach are derived from market transactions as well as other financial and industry data. The sales comparison approach compares recent transactions to the appraised property. Adjustments are made for dissimilarities which typically provide a range of value. Generally, the income approach carries the most weight in the value reconciliation. The Company’s real estate properties are generally classified within Level 3 of the valuation hierarchy.
The mortgage notes payable are all variable rate loans at December 31, 2018; therefore they are reported at amortized cost.
The following table shows quantitative information about significant unobservable inputs related to Level 3 fair value measurement used at December 31, 2018:
The key inputs to valuation of interest rate caps are not made available by the counterparties.
Fair |
Valuation |
Unobservable |
Range |
|||||||||
Value |
Techniques |
Inputs |
(Weighted Avg) |
|||||||||
Investment in real estate properties |
$ | 247,200,000 |
Discounted cash flows (DCF) |
Discount rate |
7.00% | - | 7.75% | (7.46%) | ||||
Capitalization rate |
5.25% | - | 6.00% | (5.71%) | ||||||||
DCF Term (years) |
10 years (10 years) |
SENTINEL OMAHA LIMITED LIABILITY COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2018
For the year ended December 31, 2018 the Company transferred one asset from level 2 to level 3 in the amount of $47,300,000. In addition, the Company transferred one asset from level 3 to level 2 in the amount of $43,300,000.
8. |
MANAGEMENT SERVICES |
A management agreement between the Company and the Manager was entered into on June 4, 2007. The agreement provides for the Manager to perform property management services for which it receives a property management fee equal to 4.5% of the gross receipts from real estate properties. For the year ended December 31, 2018, the Company incurred $1,520,311 of property management fees, which are included in operating expenses in the accompanying consolidated statement of operations.
The Manager and certain affiliates provide essential services related to the activities or operations of the Company and its properties. The Manager and affiliates are paid fees and receive reimbursement of expenses directly related to the services provided. The charges for these services are no more than what would be reasonably paid to third parties. These fees and expenses are included in operating expenses in the accompanying consolidated statement of operations. For the year ended December 31, 2018, the Company paid $0 financing service fees to the Manager and affiliates.
For the year ended December 31, 2018, the Company paid brokerage fees of $387,684 to the Manager and affiliates, which are included in realized gain on sale of investment in real estate properties in the accompanying consolidated statement of operations.
9. |
COMMITMENTS |
The Company has eight wholly-owned real estate investments for which capital may be provided without being contractually obligated to do so. Such additional capital is generally provided in the ordinary course of business to fund recurring and non-recurring capital improvement activities. The majority of the wholly-owned real estate investments did not require capital or non-contractual financial support during 2018.
10. |
FINANCIAL HIGHLIGHTS |
The following represents the financial highlights for the year ended December 31, 2018:
Ratios to weighted average net assets: (1) |
||||
Net investment income (2) |
6.53 | % | ||
Fund level expenses, including management fees |
0.23 | % | ||
Internal rate of return (3) |
||||
Inception through December 31, 2017 |
2.91 | % | ||
Inception through December 31, 2018 |
3.63 | % | ||
Ratio of capital contributions received to total capital commitments (includes General Partner) (4) |
90.9 | % |
SENTINEL OMAHA LIMITED LIABILITY COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2018
(1) |
Weighted average net assets are calculated for the Members based upon the weighted average of the beginning and ending net assets for the year ending December 31, 2018 and using the actual date of capital contributions and distributions during the year ended December 31, 2018. |
(2) |
Net investment income includes income less all expenses other than any realized gains or losses on investments in real estate properties and unrealized appreciation or depreciation. |
(3) |
Internal rate of return net of all fees was calculated using the actual date of capital contributions and distributions since inception, and net assets at December 31, 2018 and December 31, 2017 of the Members’ aggregate capital as of each measurement date. |
(4) |
As of December 31, 2018, the Company has called and received cumulatively $124 million of committed capital from the Members. |
11. |
RISKS AND UNCERTAINTIES |
The Company and the properties in which it has an interest are operating in a challenging and uncertain economic environment. Financial and real estate companies continue to 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 a further decrease in value of real estate, decreased cash flows or the ability to repay, refinance or extend the Company’s debt when it comes due.
12. |
SUBSEQUENT EVENTS |
The Company has evaluated subsequent events through February 11, 2019, which is the date the financial statements were available for issuance. Subsequent to year-end, investment in Cornerstone Apartments was placed under contract for sale for a purchase price of $44,350,000.
15
Document And Entity Information - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2018 |
Jun. 30, 2018 |
|
Document Information [Line Items] | ||
Entity Registrant Name | SB PARTNERS | |
Entity Central Index Key | 0000087047 | |
Trading Symbol | sbp | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Common Stock, Shares Outstanding (in shares) | 0 | |
Entity Public Float | $ 0 | |
Entity Shell Company | false | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2018 | |
Document Fiscal Year Focus | 2018 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | false |
Consolidated Balance Sheets (Parentheticals) - USD ($) |
Dec. 31, 2018 |
Dec. 31, 2017 |
---|---|---|
Investment in Sentinel Omaha, LLC, reserve for fair value | $ 10,709,724 | $ 12,526,608 |
Deferred finance costs | $ 0 | $ 7,279 |
Limited partner - units (in shares) | 7,753 | 7,753 |
General partner - units (in shares) | 1 | 1 |
Consolidated Statements of Changes in Partners' Equity (Deficit) - USD ($) |
Limited Partner [Member]
Units of Partnership [Member]
|
Limited Partner [Member]
Cumulative Cash Distributions [Member]
|
Limited Partner [Member]
Retained Earnings [Member]
|
Limited Partner [Member] |
General Partner [Member]
Units of Partnership [Member]
|
General Partner [Member]
Cumulative Cash Distributions [Member]
|
General Partner [Member]
Retained Earnings [Member]
|
General Partner [Member] |
Total |
---|---|---|---|---|---|---|---|---|---|
Balance (in shares) at Dec. 31, 2015 | 7,753 | 1 | |||||||
Balance at Dec. 31, 2015 | $ 119,968,973 | $ (111,721,586) | $ 3,431,406 | $ 11,678,793 | $ 10,000 | $ (26,364) | $ (568) | $ (16,932) | |
Net income (loss) for the year | 10,231,957 | 10,231,957 | 1,320 | 1,320 | $ 10,233,277 | ||||
Balance (in shares) at Dec. 31, 2016 | 7,753 | 1 | |||||||
Balance at Dec. 31, 2016 | $ 119,968,973 | (111,721,586) | 13,663,363 | 21,910,750 | $ 10,000 | (26,364) | 752 | (15,612) | |
Net income (loss) for the year | 11,850,939 | 11,850,939 | 1,529 | 1,529 | 11,852,468 | ||||
Balance (in shares) at Dec. 31, 2017 | 7,753 | 1 | |||||||
Balance at Dec. 31, 2017 | $ 119,968,973 | (111,721,586) | 25,514,302 | 33,761,689 | $ 10,000 | (26,364) | 2,281 | (14,083) | 33,747,606 |
Net income (loss) for the year | 8,822,514 | 8,822,514 | 1,138 | 1,138 | 8,823,652 | ||||
Balance (in shares) at Dec. 31, 2018 | 7,753 | 1 | |||||||
Balance at Dec. 31, 2018 | $ 119,968,973 | $ (111,721,586) | $ 34,336,816 | $ 42,584,203 | $ 10,000 | $ (26,364) | $ 3,419 | $ (12,945) | $ 42,571,258 |
Note 1 - Organization and Significant Accounting Policies |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | ( 1 ) ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIESSB Partners, a New York limited partnership, and its subsidiaries (collectively, the "Partnership"), 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 significant accounting and financial reporting policies of the Partnership are as follows:
Investments in real estate are carried at historical cost and reviewed periodically for impairment. Expenditures for maintenance and repairs are expensed as incurred. Expenditures for improvements, renewals and betterments, which increase the useful life of the real estate, are capitalized. Upon retirement or sale of property, the related cost and accumulated depreciation are removed from the accounts. Amortization of deferred financing and refinancing costs is computed by amortizing the cost on a straight-line basis over the terms of the related mortgage notes.
|
Note 2 - Recently Adopted Accounting Pronouncements |
12 Months Ended |
---|---|
Dec. 31, 2018 | |
Notes to Financial Statements | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | ( 2 ) RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTSIn May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014 -9, Revenue from Contracts with Customers (ASU 2014 -9 ). ASU 2014 -9, as amended, is a comprehensive new revenue recognition model requiring an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration expected to be received in exchange for those goods and services and is effective for annual periods beginning after December 15, 2017. Accordingly, the Partnership adopted ASU 2014 -9 on January 1, 2018 using the modified retrospective transition approach. ASU 2014 -9 specifically excludes revenues derived from lease contracts within the scope of Leases (Topic Since the Partnership’s revenue is primarily generated through leasing arrangements, the adoption of ASU 840 ). 2014 -9 on January 1, 2018 did not have a material impact on the Partnership’s consolidated financial statements.In August 2016, the FASB issued ASU No. 2016 -15, Classification of Certain Cash Receipts and Cash Payments (ASU 2016 -15 ). ASU 2016 -15 is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows and is effective for annual periods beginning after December 15, 2017. The amendments in ASU 2016 -15 provide guidance on eight specific cash flow issues including the following that are relevant to the Partnership: (i) debt prepayment or debt extinguishment costs and (ii) distributions received from equity method investments. The Partnership adopted ASU 2016 -15 on January 1, 2018 using the full retrospective approach and, as permitted, elected to classify distributions received from equity method investees using the cumulative earnings approach. Accordingly, distributions received from equity method investees are classified as cash inflows from operating activities on the accompanying Consolidated Statements of Cash Flows. The adoption of ASU 2016 -15 on January 1, 2018 did not have a material impact on the Partnership’s consolidated financial statements.In November 2016, the FASB issued ASU No. 2016 -18, Restricted Cash (ASU 2016 -18 ). ASU 2016 -18 is intended to reduce diversity in practice for the classification and presentation of changes in restricted cash by requiring the statement of cash flows to explain the change during the period in the total of cash and cash equivalents and amounts generally described as restricted cash. Accordingly, amounts generally described as restricted cash should be included with cash and cash equivalents when reconciling beginning-of-period and end-of period totals on the statement of cash flows. ASU 2016 -18 is effective for annual periods beginning after December 15, 2017. The Partnership adopted ASU 2016 -18 on January 1, 2018. The adoption of ASU 2016 -18 resulted in an increase in ending cash and cash equivalents for the years ended December 31, 2017 and 2016 of $504,778 and $501,145, respectively. |
Note 3 - Investment Management Agreement |
12 Months Ended |
---|---|
Dec. 31, 2018 | |
Notes to Financial Statements | |
Investment Management Agreement [Text Block] | ( 3 ) INVESTMENT MANAGEMENT AGREEMENTThe Partnership entered into a management agreement with the General Partner. Under the terms of this agreement, the General Partner is responsible for the acquisition, management and disposition of all investments, as well as performance of the day-to-day administrative operations and provision of office space for the Partnership. For these services, the General Partner receives a management fee equal to 2% of the average amount of capital invested in real estate plus cumulative mortgage amortization payments, and 0.5% of capital not invested in real estate, as defined in the partnership agreement. The management fee amounted to $911,615, $888,325 and $867,859 for the years ended December 31, 2018, 2017, and 2016, respectively. Of the amounts earned in 2018, 2017 and 2016, $485,375, $462,086 and $441,618, respectively had been accrued while the obligations under the Loan Agreement were outstanding. The accrued amounts total $3,408,317 and $2,922,943 and are included in accrued expenses on the balance sheet as of December 31, 2018 and 2017, respectively. Since the Loan has been retired, the Partnership is allowed to pay the accrued fees and current fees. The accrued fees will be paid as cash flow from property operations and distributions from Omaha allow. In addition, the General Partner is entitled to 25% of cash distributions in excess of the annual distribution preference, as defined in the partnership agreement. No December 31, 2018, 2017 or 2016. |
Note 4 - Investments in Real Estate |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Real Estate Disclosure [Text Block] | ( 4 ) INVESTMENTS IN REAL ESTATEDuring 2018 and 2017 the Partnership owned 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 December 31, 2018 and 2017:
|
Note 5 - Assets Measured at Fair Value |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurement and Measurement Inputs, Recurring and Nonrecurring [Text Block] | ( 5 ) ASSETS MEASURED AT FAIR VALUEThe 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:
The following major categories of assets were measured at fair value during the year ended December 31, 2018 and 2017:
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 years ended December 31, 2018 and 2017:
As of December 31, 2017 the Partnership had recognized a value in the Omaha investment equal to the Partnership’s 30% portion of the equity reported on Omaha’s balance sheet as of December 31, 2017 less a 25% reserve. As of December 31, 2017 Omaha’s unsecured loan had a balance of $20,359,322. Omaha’s unsecured loan had a maturity date of December 31, 2017. Prior to maturity, Omaha exercised its one option to extend the maturity date to June 30, 2018. During 2018, Omaha sold its garden apartment property in Asheville, North Carolina and its garden apartment property in Fresno, California. 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 unsecured loan and were used to retire Omaha’s secured mortgage loan encumbering its high rise apartment property located in Omaha, Nebraska to further pay down Omaha’s debt. Retirement of the unsecured loan removed certain restrictions placed on Omaha by the lender including making distributions. During 2018 Omaha also sold its high rise apartment property located in Omaha, Nebraska. Net sales proceeds were used to first pay selling expenses and retire the 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 Columbus, Ohio to further pay down Omaha’s debt. Since Omaha has in the past two years paid off the unsecured debt along with improving performance at the properties, the debt risk is estimated to be lower. The investment in a 30% non-controlling interest would still be valued at a discount due to the lack of control and liquidity. The Partnership will continue to report a reserve on the value of Omaha on its books but due to the continuing pay down of Omaha’s unsecured loan in 2017, the reserve was reduced from 35% to 25%. Due to Omaha paying off the unsecured debt in 2018 the reserve has been reduced to 20% as of March 31, 2018. For the year ended December 31, 2018 Sentinel Omaha reported a 3.0% increase in real estate values. Omaha anticipates the net operating income from its remaining portfolio to be flat during 2019 as compared to 2018. As noted above, all of Omaha’s property mortgage loans use floating rates based on one month LIBOR rates plus the credit spread.During 2018 the floating rates on Omaha loans increased as short term LIBOR rates increased. The one month LIBOR rate increased from an average of (0.7164% ) during December 2016 to an average of (1.4925% ) during December 2017 and an average of (2.4582% ) during December 2018. Fixed mortgage interest rates for multi-family properties of similar class and location as Omaha’s portfolio also increased during 2017 from an approximate range of 4.10% to 4.15% in early 2017 to 4.35% to 4.50% near the end of 2017 and further to an approximate range of 5.05% to 5.10% in December 2018. Mortgage interest rates may continue to increase in 2019 if the U.S. Federal Reserve continues a policy to increase the Federal Funds Rate. Although increases in fixed mortgage rates do not impact the operating cash flow of the Omaha properties directly, increases in fixed and floating rates on commercial mortgage debt can have a negative impact on capitalization rates and the sales prices Sentinel Omaha may achieve in the future.The Partnership has only one wholly owned property which is located in Maple Grove, Minnesota. It is 100% leased to a single tenant whose lease was to expire October 31, 2019. On July 26, 2018, the Partnership and the tenant executed the Fifth Amendment to the lease agreement which extends the expiration date to October 31, 2024. The tenant pays fixed base rent which increases approximately 3% each year and the tenant’s option to terminate the lease early has been eliminated. All other significant terms of the lease remain the same. 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. If the tenant defaulted the Partnership would have no internal source of funds until the space is released to a new tenant or the Partnership receives distributions from Omaha. The Partnership may have to consider that it would be in the best interests of the limited partners to sell its investment in Omaha and/or sell its wholly owned property. The Partnership would not have considered a sale of its 30% non-controlling investment in Omaha in prior years due to Omaha’s unsecured debt. Selling the investment in Omaha while Omaha had a significant unsecured loan with an upcoming maturity would have likely realized a sale price for the investment that would be heavily discounted reflecting the unsecured debt risk. However, since Omaha has in the past two years paid off the unsecured debt along with improving performance at the properties, the debt risk is estimated to be lower. The investment in a 30% non-controlling interest would still be valued at a discount due to the lack of control and liquidity. The Partnership will continue to report a reserve on the value of Omaha on its books but due to Omaha paying off the unsecured debt in 2018 the reserve has been reduced to 20% as of March 31, 2018. |
Note 6 - Investment in Sentinel Omaha, LLC |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity Method Investments and Joint Ventures Disclosure [Text Block] | ( 6 ) INVESTMENT IN SENTINEL OMAHA, LLCIn 2007, the Partnership made an investment in the amount of $37,200,000 representing a thirty percent ownership interest in Sentinel Omaha, LLC (“Omaha”). Omaha is a real estate investment company which as of December 31, 2018 owns eight multifamily properties in five markets. Omaha is an affiliate of the Partnership’s general partner. The Omaha annual audited financial statements are filed as an exhibit to the Partnership’s annual Form 10 -K filed with the SEC.With respect to its investment in Omaha, the Partnership elected to adopt Accounting Standards Codification Topic 825. Accordingly, the investment is presented at fair value. Adoption was elected, in part, because the audited financial statements of Omaha are presented at fair value and it was believed that a similar presentation would best reflect the value of the Partnership’s investment from its inception.The following are the audited condensed financial statements ( 000’s omitted) of Omaha as of December 31, 2018 and 2017 and for each of the three years in the period ended December 31, 2018.
Determination of the fair value of Omaha involves numerous estimates and subjective judgments that are subject to change in response to current and future economic and market conditions, including, among other things, demand for residential apartments, competition, and operating cost levels such as labor, energy costs, real estate taxes and market interest rates. Judgments regarding these factors are not subject to precise quantification or verification and may change from time to time as economic and market factors change.Estimated fair value was determined utilizing Level 3 inputs based upon independent appraisals or utilizing Level 2 inputs based upon sales contracts or bona fide sales offers.The investment in Omaha is not consolidated because other investors have substantive ownership and participative rights regarding Omaha’s operations and therefore control does not vest in the Partnership. Were the Partnership deemed to control Omaha, it would have to be consolidated and therefore would impact the financial statements and related ratios.The values of real estate properties have been prepared giving consideration to the income and sales comparison approaches of estimating property value. The income approach estimates an income stream for a property and discounts this income plus a reversion (presumed sale) into a present value at a risk adjusted rate. Yield rates and growth assumptions utilized in this approach are derived from market transactions as well as other financial and industry data. The sales comparison approach compares recent transactions to the appraised property. Adjustments are made for dissimilarities which typically provide a range of value. Generally, the income approach carries the most weight in the value reconciliation. Substantially all of Omaha’s real estate properties are classified within Level 3 of the valuation hierarchy.The mortgage notes payable are all variable rate loans at December 31, 2018; therefore they are reported at amortized cost.The following table shows quantitative information about significant unobservable inputs related to Level 3 fair value measurement used at December 31, 2018 ( 000’s omitted):
|
Note 7 - Loan Payable |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Text Block] | ( 7 ) LOAN PAYABLELoan payable consists of the following:
On September 17, 2007, the Partnership entered into a bank loan (the “Loan”) with a bank (“Holder”) in the amount of $22,000,000, which matured on October 1, 2008 and provided for interest only monthly payments based upon LIBOR plus 1.95%. On April 29, 2011, the Holder of the unsecured credit facility and the Partnership executed a new Loan Agreement (“Loan Agreement”). The Partnership paid down a portion of the bank loan using the net sales proceeds from the sale of 175 Ambassador Drive in 2011 and a further pay down using the net sales proceeds from the sale of Lino Lakes in 2015. Pay downs were also made annually from excess cash flow in accordance with the terms of the Loan Agreement.On October 4, 2018, the Partnership and the Holder of the Loan executed a Discounted Payoff Agreement (“Payoff Agreement”) whereby the Partnership made a one -time payment of $4,000,000 on October 19, 2018 to retire and fully satisfy the balance of the Loan of $5,693,876 at a discount. The source of funds to retire the Loan was a distribution from Sentinel Omaha, LLC of $2,400,000, cash escrow held by the Holder of approximately $510,000 and the remainder from partnership cash reserves to total $4,000,000. The payoff of $4,000,000 to satisfy the Loan is less than the outstanding balance of the Loan in the amount of $5,693,876. The difference of $1,693,876 was recorded as gain on extinguishment of debt. |
Note 8 - Quarterly Financial Information (Unaudited) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Quarterly Financial Information [Text Block] | ( 8 ) QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
|
Note 9 - Federal Income Tax Information (Unaudited) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Text Block] | ( 9 ) FEDERAL INCOME TAX INFORMATION (UNAUDITED)A reconciliation of net income for financial reporting purposes to net income (loss) for Federal income tax reporting purposes is as follows:
As of December 31, 2018 and 2017, the tax bases of the Partnership's assets and liabilities were approximately $46,360,757 and $43,029,724 of assets, and $4,074,329, and $9,267,740 of liabilities, respectively. |
Note 10 - Management Services |
12 Months Ended |
---|---|
Dec. 31, 2018 | |
Notes to Financial Statements | |
Management Services [Text Block] | ( 10 ) MANAGEMENT SERVICESCertain affiliates of the General Partner oversee the management and operation of various real estate properties, including those owned by the Partnership. Services performed by affiliates are billed at actual or allocated cost, percentage of revenues or net equity. For the years ended December 31, 2018, 2017 and 2016 billings to the Partnership amounting to $55,409, $54,311 and $53,242, respectively, and are included in real estate operating expenses.The Partnership’s wholly owned property located in Maple Grove, Minnesota is 100% leased to a single tenant whose lease was scheduled to expire July 31, 2019. On July 26, 2018, the Partnership and the tenant executed an extension of the lease to October 31, 2024. An affiliate of the General Partner was paid a leasing commission of $158,494 for the lease extension.During 2012 an affiliate of the General Partner commenced maintaining and updating the investor database and preparing the tax K-1 forms and related schedules which previously had been prepared by an unaffiliated company. The fee charged by the affiliate for the similar service is lower than the fee previously charged by the unaffiliated company. Fees charged for 2018, 2017 and 2016 were $54,000 each year. |
Note 11 - Fair Value of Financial Instruments |
12 Months Ended |
---|---|
Dec. 31, 2018 | |
Notes to Financial Statements | |
Financial Instruments Disclosure [Text Block] | ( 11 ) FAIR VALUE OF FINANCIAL INSTRUMENTSThe Partnership’s financial instruments include cash, cash equivalents and a loan payable. The carrying amount of cash, cash equivalents and loan payable are reasonable estimates of fair value. |
Note 12 - Commitments and Contingencies |
12 Months Ended |
---|---|
Dec. 31, 2018 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | ( 12 ) COMMITMENTS AND CONTINGENCIESThe Partnership is a party to certain actions directly arising from its normal business operations. While the ultimate outcome is not presently determinable with certainty, the Partnership believes that the resolution of these matters will not have a material adverse effect on its financial statements.The Partnership leases its property to a tenant under an operating lease agreement, which requires the tenant to pay all or part of certain operating and other expenses of the property. The minimum future rentals to be received in respect of non-cancelable commercial operating leases with unexpired terms in excess of one year as of December 31, 2018 are $772,620 for 2019, $809,634 for 2020, $833,922 for 2021, $858,940 for 2022 and $884,709 for 2023. These amounts include the minimum rents from the tenant leasing 100% of the space at Eagle Lake IV. The maturity date of this lease was extended to October 31, 2024 under an extension signed in July 2018. Pursuant to the original investment agreement, the Partnership may be called upon to contribute, in cash, an additional $3,720,000 to the capital of Omaha, as and when required, as determined by the Manager. In addition, the Partnership shall not have any liability to restore any negative balance in its capital account. |
Schedule III - Real Estate and Accumulated Depreciation |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Text Block] |
|
Significant Accounting Policies (Policies) |
12 Months Ended |
---|---|
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements, Policy [Policy Text Block] | In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014 -9, Revenue from Contracts with Customers (ASU 2014 -9 ). ASU 2014 -9, as amended, is a comprehensive new revenue recognition model requiring an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration expected to be received in exchange for those goods and services and is effective for annual periods beginning after December 15, 2017. Accordingly, the Partnership adopted ASU 2014 -9 on January 1, 2018 using the modified retrospective transition approach. ASU 2014 -9 specifically excludes revenues derived from lease contracts within the scope of Leases (Topic Since the Partnership’s revenue is primarily generated through leasing arrangements, the adoption of ASU 840 ). 2014 -9 on January 1, 2018 did not have a material impact on the Partnership’s consolidated financial statements.In August 2016, the FASB issued ASU No. 2016 -15, Classification of Certain Cash Receipts and Cash Payments (ASU 2016 -15 ). ASU 2016 -15 is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows and is effective for annual periods beginning after December 15, 2017. The amendments in ASU 2016 -15 provide guidance on eight specific cash flow issues including the following that are relevant to the Partnership: (i) debt prepayment or debt extinguishment costs and (ii) distributions received from equity method investments. The Partnership adopted ASU 2016 -15 on January 1, 2018 using the full retrospective approach and, as permitted, elected to classify distributions received from equity method investees using the cumulative earnings approach. Accordingly, distributions received from equity method investees are classified as cash inflows from operating activities on the accompanying Consolidated Statements of Cash Flows. The adoption of ASU 2016 -15 on January 1, 2018 did not have a material impact on the Partnership’s consolidated financial statements.In November 2016, the FASB issued ASU No. 2016 -18, Restricted Cash (ASU 2016 -18 ). ASU 2016 -18 is intended to reduce diversity in practice for the classification and presentation of changes in restricted cash by requiring the statement of cash flows to explain the change during the period in the total of cash and cash equivalents and amounts generally described as restricted cash. Accordingly, amounts generally described as restricted cash should be included with cash and cash equivalents when reconciling beginning-of-period and end-of period totals on the statement of cash flows. ASU 2016 -18 is effective for annual periods beginning after December 15, 2017. The Partnership adopted ASU 2016 -18 on January 1, 2018. The adoption of ASU 2016 -18 resulted in an increase in ending cash and cash equivalents for the years ended December 31, 2017 and 2016 of $504,778 and $501,145, respectively. |
Note 1 - Organization and Significant Accounting Policies (Tables) |
12 Months Ended | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2018 | |||||||||||||||
Notes Tables | |||||||||||||||
Property, Plant and Equipment [Table Text Block] |
|
Note 4 - Investments in Real Estate (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Tables | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Real Estate Properties [Table Text Block] |
|
Note 5 - Assets Measured at Fair Value (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Tables | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value, Assets Measured on Recurring and Nonrecurring Basis [Table Text Block] |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] |
|
Note 6 - Investment in Sentinel Omaha, LLC (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Statement of Operations [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Tables | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Real Estate Investment Financial Statements, Disclosure [Table Text Block] |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance Sheet [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Tables | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Real Estate Investment Financial Statements, Disclosure [Table Text Block] |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Valuation, Income Approach [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Tables | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] |
|
Note 7 - Loan Payable (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Tables | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Long-term Debt Instruments [Table Text Block] |
|
Note 8 - Quarterly Financial Information (Unaudited) (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Tables | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Quarterly Financial Information [Table Text Block] |
|
Note 9 - Federal Income Tax Information (Unaudited) (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Tables | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] |
|
Schedule III - Real Estate and Accumulated Depreciation (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Tables | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Land and Buildings and Improvements[Table Text Block] |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SEC Schedule III, Real Estate and Accumulated Depreciation, Gross Amounts [Table Text Block] |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SEC Schedule III, Real Estate and Accumulated Depreciation, Date Acquired [Table Text Block] |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SEC Schedule III, Real Estate and Accumulated Depreciation, Reconciliation [Table Text Block] |
|
Note 1 - Organization and Significant Accounting Policies (Details Textual) shares in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2018
shares
|
Dec. 31, 2017
shares
|
Dec. 31, 2016
shares
|
|
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 100.00% | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 | 0 |
Number of Operating Segments | 1 |
Note 1 - Organization and Significant Accounting Policies - Estimated Useful Lives of Related Properties (Details) |
12 Months Ended |
---|---|
Dec. 31, 2018 | |
Building and Building Improvements [Member] | Minimum [Member] | |
Estimated useful life of related properties (Year) | 5 years |
Building and Building Improvements [Member] | Maximum [Member] | |
Estimated useful life of related properties (Year) | 40 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Estimated useful life of related properties (Year) | 5 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Estimated useful life of related properties (Year) | 7 years |
Note 2 - Recently Adopted Accounting Pronouncements (Details Textual) - USD ($) |
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|---|---|
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Including Disposal Group and Discontinued Operations, Ending Balance | $ 338,239 | $ 1,954,705 | $ 1,828,342 | $ 1,907,142 |
Accounting Standards Update 2016-18 [Member] | ||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Including Disposal Group and Discontinued Operations, Ending Balance | $ 504,778 | $ 501,145 |
Note 3 - Investment Management Agreement (Details Textual) - USD ($) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Property Management Fee, Percent Fee | 2.00% | ||
Management Fee Percentage Other Than Real Estate | 0.50% | ||
Management Fee Expense | $ 911,615 | $ 888,325 | $ 867,859 |
Percentage of Cash Distribution in Excess of Annual Distribution | 25.00% | ||
Cash Distribution in Excess of Annual Distribution | $ 0 | 0 | 0 |
Accounts Payable and Accrued Liabilities [Member] | |||
Deferred Compensation Arrangement with Individual, Recorded Liability | 485,375 | 462,086 | 441,618 |
Accrued Expenses [Member] | |||
Deferred Compensation Arrangement with Individual, Recorded Liability | 3,408,317 | 2,922,943 | |
General Partner [Member] | |||
Management Fee Expense | $ 911,615 | $ 888,325 | $ 867,859 |
Note 4 - Investments in Real Estate - Summary of Investments in Real Estate (Details) |
12 Months Ended | |
---|---|---|
Dec. 31, 2018
USD ($)
ft²
|
Dec. 31, 2017
USD ($)
|
|
Less: accumulated depreciation | $ (2,249,190) | $ (2,084,846) |
Net book value | $ 3,460,669 | 3,466,519 |
Industrial Flex Property [Member] | ||
No. of Prop. | 1 | |
Year of Acquisition | 2002 | |
Description (Square Foot) | ft² | 60,345 | |
Investment in real estate, at cost | $ 5,709,859 | 5,551,365 |
Less: accumulated depreciation | (2,249,190) | (2,084,846) |
Net book value | $ 3,460,669 | $ 3,466,519 |
Note 5 - Assets Measured at Fair Value - Fair Value Measurement of Assets (Details) - USD ($) |
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
---|---|---|---|
Reserve for fair value of investment | $ (10,709,724) | $ (12,526,608) | |
Total assets | 42,838,890 | 37,579,824 | |
Sentinel Omaha LLC [Member] | |||
Investment in Sentinel Omaha, LLC | 53,548,614 | 50,106,432 | |
Reserve for fair value of investment | (10,709,724) | (12,526,608) | |
Total assets | 42,838,890 | 37,579,824 | |
Fair Value, Inputs, Level 3 [Member] | Sentinel Omaha LLC [Member] | |||
Investment in Sentinel Omaha, LLC | 53,548,614 | 50,106,432 | $ 38,786,395 |
Reserve for fair value of investment | (10,709,724) | (12,526,608) | |
Total assets | $ 42,838,890 | $ 37,579,824 |
Note 6 - Investment in Sentinel Omaha, LLC (Details Textual) - Sentinel Omaha LLC [Member] |
Dec. 31, 2018 |
Dec. 31, 2007
USD ($)
|
---|---|---|
Investment Owned, at Cost | $ 37,200,000 | |
Equity Method Investment, Ownership Percentage | 30.00% | |
Number of Multifamily Properties | 8 | |
Number of Markets | 5 |
Note 6 - Investment in Sentinel Omaha, LLC - Balance Sheet (Details) - USD ($) |
Dec. 31, 2018 |
Dec. 31, 2017 |
---|---|---|
Other assets | $ 7,789 | $ 7,019 |
Debt | (5,719,311) | |
Sentinel Omaha LLC [Member] | ||
Investment in real estate properties, at fair value | 290,500,000 | 368,600,000 |
Other assets | 13,960,000 | 10,556,000 |
Debt | (121,481,000) | (207,187,000) |
Other liabilities | (4,484,000) | (4,948,000) |
Members' equity | $ 178,495,000 | $ 167,021,000 |
Note 6 - Investment in Sentinel Omaha, LLC - Statement of Operations (Details) - USD ($) |
3 Months Ended | 12 Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2018 |
Sep. 30, 2018 |
Jun. 30, 2018 |
Mar. 31, 2018 |
Dec. 31, 2017 |
Sep. 30, 2017 |
Jun. 30, 2017 |
Mar. 31, 2017 |
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Rent and other income | $ 278,816 | $ 280,790 | $ 277,069 | $ 273,781 | $ 274,338 | $ 271,619 | $ 267,800 | $ 267,378 | $ 1,110,456 | $ 1,081,135 | $ 1,059,344 |
Real estate operating expenses | (304,672) | (281,796) | (286,536) | ||||||||
Other expenses | (129,967) | (124,329) | (131,157) | ||||||||
Net increase in net assets | 8,823,652 | 11,852,468 | 10,233,277 | ||||||||
Sentinel Omaha LLC [Member] | |||||||||||
Rent and other income | 33,786,000 | 41,488,000 | 44,266,000 | ||||||||
Real estate operating expenses | (16,189,000) | (20,230,000) | (21,062,000) | ||||||||
Other expenses | (5,705,000) | (7,106,000) | (6,825,000) | ||||||||
Net unrealized gains | 488,000 | 44,074,000 | 16,603,000 | ||||||||
Net realized gain (losses) | 7,094,000 | (20,492,000) | |||||||||
Net increase in net assets | $ 19,474,000 | $ 37,734,000 | $ 32,982,000 |
Note 7 - Loan Payable (Details Textual) - USD ($) |
12 Months Ended | |||||
---|---|---|---|---|---|---|
Oct. 19, 2018 |
Sep. 17, 2007 |
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
Oct. 04, 2018 |
|
Proceeds from Equity Method Investment, Distribution | $ 2,400,000 | |||||
Gain (Loss) on Extinguishment of Debt, Total | $ 1,693,876 | |||||
Payoff Agreement [Member] | ||||||
Repayments of Debt | $ 4,000,000 | |||||
Long-term Debt, Gross | $ 5,693,876 | |||||
Cash Held in Escrow | 510,000 | |||||
Gain (Loss) on Extinguishment of Debt, Total | 1,693,876 | |||||
Payoff Agreement [Member] | Sentinel Omaha LLC [Member] | ||||||
Proceeds from Equity Method Investment, Distribution | $ 2,400,000 | |||||
Notes Payable to Banks [Member] | ||||||
Debt Instrument, Face Amount | $ 22,000,000 | |||||
Notes Payable to Banks [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 1.95% |
Note 7 - Loan Payable - Summary of Notes and Loans Payable (Details) - USD ($) |
Dec. 31, 2018 |
Dec. 31, 2017 |
---|---|---|
Less: unamortized finance costs | $ 0 | $ (7,279) |
Long-term debt | 5,719,311 | |
Notes Payable to Banks [Member] | Note B [Member] | ||
Long-term debt, gross | 5,726,590 | |
Less: unamortized finance costs | (7,279) | |
Long-term debt | $ 5,719,311 |
Note 8 - Quarterly Financial Information (Unaudited) - Summarized Quarterly Financial Data (Details) - USD ($) |
3 Months Ended | 12 Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2018 |
Sep. 30, 2018 |
Jun. 30, 2018 |
Mar. 31, 2018 |
Dec. 31, 2017 |
Sep. 30, 2017 |
Jun. 30, 2017 |
Mar. 31, 2017 |
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Rent and other income | $ 278,816 | $ 280,790 | $ 277,069 | $ 273,781 | $ 274,338 | $ 271,619 | $ 267,800 | $ 267,378 | $ 1,110,456 | $ 1,081,135 | $ 1,059,344 |
First Quarter, Net Income (Loss) | $ 3,386,226 | $ 1,402,835 | $ 766,217 | $ 3,268,374 | $ 1,313,661 | $ 5,089,139 | $ 3,335,567 | $ 2,114,101 | |||
First Quarter, Net Income (Loss) per Unit of Limited Partnership Interest (in dollars per share) | $ 436.77 | $ 180.94 | $ 98.83 | $ 421.56 | $ 169.44 | $ 656.41 | $ 430.23 | $ 272.68 | $ 1,138.10 | $ 1,528.76 | $ 1,319.91 |
First Quarter, Equity Income (Loss) on Investment | $ 1,715,236 | $ 1,899,156 | $ 1,116,053 | $ 1,111,737 | $ 1,922,582 | $ 4,013,490 | $ 1,934,067 | $ 3,449,898 | $ 5,842,182 | $ 11,320,037 | $ 9,894,743 |
Note 9 - Federal Income Tax Information (Unaudited) (Details Textual) - USD ($) |
Dec. 31, 2018 |
Dec. 31, 2017 |
---|---|---|
Partnership Assets for Tax Basis | $ 46,360,757 | $ 43,029,724 |
Partnership Liabilities for Tax Basis | $ 4,074,329 | $ 9,267,740 |
Note 10 - Management Services (Details Textual) - USD ($) |
12 Months Ended | |||
---|---|---|---|---|
Jul. 26, 2018 |
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Cost of Goods and Services Sold, Total | $ 304,672 | $ 281,796 | $ 286,536 | |
Operating Lease, Tenant Leasing Percentage | 100.00% | |||
Leasing Commission Payments Made to Affiliate of General Partner for Lease Extension | $ 158,494 | |||
Management Service [Member] | ||||
Cost of Goods and Services Sold, Total | $ 55,409 | 54,311 | 53,242 | |
Asset Management [Member] | ||||
Cost of Goods and Services Sold, Total | $ 54,000 | $ 54,000 | $ 54,000 |
Note 12 - Commitments and Contingencies (Details Textual) |
12 Months Ended |
---|---|
Dec. 31, 2018
USD ($)
| |
Lessor, Operating Lease, Payments to be Received, Next Twelve Months | $ 772,620 |
Lessor, Operating Lease, Payments to be Received, Two Years | 809,634 |
Lessor, Operating Lease, Payments to be Received, Three Years | 833,922 |
Lessor, Operating Lease, Payments to be Received, Four Years | 858,940 |
Lessor, Operating Lease, Payments to be Received, Five Years | $ 884,709 |
Operating Lease, Tenant Leasing Percentage | 100.00% |
Additional Capital Investment to be Made | $ 3,720,000 |
Maple Grove (Eagle Lake Business Center IV) [Member] | |
Operating Lease, Tenant Leasing Percentage | 100.00% |
Schedule III - Real Estate and Accumulated Depreciation - Real Estate and Accumulated Depreciation Initial Cost (Details) - Industrial Flex Minnesota [Member] - Maple Grove (Eagle Lake Business Center IV) [Member] |
Dec. 31, 2018
USD ($)
|
---|---|
Initial cost, land | $ 470,000 |
Initial cost, buildings and improvements | 4,243,385 |
Initial cost | 4,713,385 |
Cost capitalized subsequent to acquistion | $ 996,474 |
Schedule III - Real Estate and Accumulated Depreciation - Real Estate and Accumulated Depreciation Gross Amount (Details) - USD ($) |
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|---|---|
Accumulated depreciation | $ 2,249,190 | $ 2,084,846 | $ 1,927,326 | $ 1,769,982 |
Industrial Flex Minnesota [Member] | Maple Grove (Eagle Lake Business Center IV) [Member] | ||||
Carrying amount, land | 470,000 | |||
Carrying amount, buildings and improvements | 5,239,859 | |||
Carrying amount, total | 5,709,859 | |||
Accumulated depreciation | $ 2,249,190 |
Schedule III - Real Estate and Accumulated Depreciation - Real Estate and Accumulated Depreciation, Life On Which Depreciation Is Computed (Details) - Industrial Flex Minnesota [Member] - Maple Grove (Eagle Lake Business Center IV) [Member] |
12 Months Ended |
---|---|
Dec. 31, 2018 | |
Minimum [Member] | |
Life on which depreciation in latest statement of operations is computed (Year) | 7 years |
Maximum [Member] | |
Life on which depreciation in latest statement of operations is computed (Year) | 39 years |
Schedule III - Real Estate and Accumulated Depreciation - Real Estate and Accumulated Depreciation Reconciliation (Details) - USD ($) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
|
(a) Reconciliation of amounts shown in Column E: | |||
Balance | $ 5,551,365 | $ 5,486,185 | $ 5,486,185 |
Cost of improvements | 158,494 | 65,180 | 0 |
Sales | 0 | 0 | 0 |
Balance | 5,709,859 | 5,551,365 | 5,486,185 |
(b) Reconciliation of amounts shown in Column F: | |||
Balance | 2,084,846 | 1,927,326 | 1,769,982 |
Depreciation expense for the year | 164,344 | 157,520 | 157,344 |
Sales | 0 | 0 | 0 |
Balance | 2,249,190 | 2,084,846 | 1,927,326 |
(c) Aggregate cost basis for Federal income tax reporting purposes | 5,216,980 | 5,216,980 | 5,151,797 |
(d) Accumulated depreciation for Federal income tax reporting purposes | $ 2,534,020 | $ 2,070,468 | $ 1,845,433 |
-C[]6!FU3#[Z=D8D.R/B"H$+D<3&+ST(KH=,D'!QVT%."6EN
MD35%C.9%2':8
MW <99DIYX ( &1B /S,6P^_GRWQ$"/"*QBWSQ $EL3Y+N'2(P$N6B_/I>
M!P%TQ:[IH,%T7"+N9P"1TAKS,X!(H0B_G,&EHPP&,A!N!M@O-] 5RF2VR1CER T8XX3AJ\Q"X*A^A*";X4X\O_H
M?)N>;F:81GJZCIZFVP+[38%]%-C_4R+_4.(6YF,0MNJI!MO$:7*D-$,7)WGE
M70;V@<
E+]IM)',>=.T
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M7LMM=LC)-1!-,:<40Y&UL;5/;;MP@$/T5Q <$FW6RJY5M*9NJ:J566J5J\\S:8QN%BP-XG?Y] 3N.
MD_H%F&'.F3/#D(_:/-L.P*%7*90M<.=>=NYX"!E
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M&_O?:.W 2TEN_ AU_H,MAH#&A>/>G\TT9I/A=#__(+)\X_(?4$L#!!0 (
M ,I=?$YI4F=JP $ #<$ 9 >&PO=V]R:W-H965T
S/?&MG)5Z\<'GXA#%WA$(
MR*V7X&ZYPA,(X96
^RC^*=Q?,61DW3#T<$4(DPR@^+DSWFX0*=+O2FK
M\@T4"9A0]P'1%?8DIRQ0LIQP&2WHLP\DP83\TD3QG_\T<6SO!QA-$J]Y"H9$
M.?)9'JR%3" 9TR9O^+B:8]?TUZ,YA=T+JJRX":#GE=REN"5**89]P#KQ4#+?
M#Y5X"%$S"Z)([2FQ_R6G\#W)#95R7-!)I5>KNMVA+V$@E>7CA/56Q^P<^S>9
MW46Z RO H+#11 V79!/#TFU@&\,NBT*PMY966PZ,S 60WN"$0B^PKA@L4;H]
M#6A;TW^]]7%#SRI#NKF*+;$0)+7.-V<5ZDE;JQ*&HLK8471K'S#C85EL*7&$DQ4XKH +3 ,@X:0T$$HD8,\
MY#8 92-5$(@X,()-'66<0T#K1?Y]DEH,78'UHY#K7-K7LGY]]HLB $BH2\&0QX(2 *B;\ /(>F ;!=P\0S$#=%?M!=E'@I6,=VQ[%J2ZAP'^^GXLG?T(+Q6.!=&443OGVO?D[R
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M.K,UGQ1=E=J&7J.&D;Y=+^+&)>^
M'5(2T3.:_F7)'7XG2UQ.'M[4(VF@OK!*L_.J8O2Z>N8A;DRNG5)ZT>EM(*5[
M*_+I:K?7,W9&Z7RBDM\>9>Q/'M=:H7^_#C-+I5;1BVBN@C6/V8HDK$NC;_ J
M&""] 29Z+8O.,["G'HDBCN3LO1E_[(#%YN%BY4/\H?D+9V[$*UMO9\/?$O\Q
MN]GUW5$R>CM]8I31W9H0?3,RX@1D-Y.7-2? *IN X\G"/\[!=G/P#^H^#F/J
MG#S!X(]TC;GHE
W]5K^2%2YT!5 U8&/UBR9O4;+8@_
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M8H1>D( 7N#F&FPGO0<#K14\F;=Z*?%V\5N#OM UB_KUCXCI@VIY]UE&