10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2020

Or

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

Commission File Number: 0-8952

SB PARTNERS
(Exact name of registrant as specified in its charter)
New York	13-6294787
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
1 New Haven Avenue, Suite 102A, Milford, CT.	06460
(Address of principal executive offices)	(Zip Code)

(203) 283-9593

(Registrant's telephone number, including area code)

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

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

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

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

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

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

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

Not Applicable

APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Not Applicable

SB PARTNERS

INDEX

Part I	Financial Information
Item 1	Financial Statements
	Consolidated Balance Sheets as of March 31, 2020 (unaudited) and December 31, 2019 (audited)	1
	Consolidated Statements of Operations (unaudited) for the three months ended March 31, 2020 and 2019	2
	Consolidated Statements of Changes in Partners' Equity (Deficit) (unaudited) for the three months ended March 31, 2020	3
	Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2020 and 2019	4
	Notes to Consolidated Financial Statements (unaudited)	5 – 8
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	9 – 10
Item 3	Quantitative and Qualitative Disclosures about Market Risk	11
Item 4T	Controls and Procedures	11
Part II	Other Information	11
	Signatures	12
	Exhibit 31
	Exhibit 32

1

ITEM 1. FINANCIAL STATEMENTS

SB PARTNERS

(A New York Limited Partnership)

CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2020 (Unaudited)			2019 (Audited)
Assets:
Investments -
Real estate, at cost
Land	$	470,000		$	470,000
Buildings, furnishings and improvements		5,671,101			5,671,101
Less - accumulated depreciation		(2,436,578	)		(2,395,451	)
		3,704,523			3,745,650
Investment in Sentinel Omaha, LLC, net of reserve for fair value of $10,492,441 and $10,395,545 at March 31, 2020 and December 31, 2019, respectively		41,969,738			41,582,157
		45,674,261			45,327,807
Other Assets -
Cash and cash equivalents		890,447			987,624
Other		5,066			8,743
Total assets	$	46,569,774		$	46,324,174
Liabilities:
Accounts payable	$	172,837		$	177,596
Tenant security deposit		107,010			107,010
Total liabilities		279,847			284,606
Partners' Equity (Deficit):
Units of partnership interest without par value;
Limited partner - 7,753 units		46,302,393			46,052,066
General partner - 1 unit		(12,466	)		(12,498	)
Total partners' equity		46,289,927			46,039,568
Total liabilities and partners' equity	$	46,569,774		$	46,324,174

See notes to consolidated financial statements

2

SB PARTNERS

(A New York Limited Partnership)

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	For the Three Months Ended March 31,
	2020			2019
Revenues:
Rental income	$	293,365		$	278,317
Interest income		-			39
Total revenues		293,365			278,356
Expenses:
Real estate operating expenses		70,414			65,908
Depreciation		41,127			35,875
Real estate taxes		35,393			31,959
Management fees		252,998			252,254
Other		30,655			30,064
Total expenses		430,587			416,060
Loss from operations		(137,222	)		(137,704	)
Equity in net income of investment		484,477			408,908
(Increase) in reserve for value of investment		(96,896	)		(81,785	)
Net income		250,359			189,419
Income allocated to general partner		32			24
Income allocated to limited partners	$	250,327		$	189,395
Income per unit of limited partnership interest (basic and diluted)
Net income	$	32.29		$	24.43
Weighted Average Number of Units of Limited Partnership Interest Outstanding		7,753			7,753

See notes to consolidated financial statements

3

SB PARTNERS

(A New York Limited Partnership)

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

For the Three Months Ended March 31, 2020

Limited Partners:

	Units of Partnership Interest
	Number		Amount		Cumulative Cash Distributions			Accumulated Income		Total
Balance, January 1, 2020		7,753	$	119,968,973	$	(114,822,586	)	$	40,905,679	$	46,052,066
Net income for the period		-		-		-			250,327		250,327
Balance, March 31, 2020		7,753	$	119,968,973	$	(114,822,586	)	$	41,156,006	$	46,302,393

General Partner:

	Units of Partnership Interest
	Number		Amount		Cumulative Cash Distributions			Accumulated Income		Total
Balance, January 1, 2020		1	$	10,000	$	(26,764	)	$	4,266	$	(12,498	)
Net income for the period		-		-		-			32		32
Balance, March 31, 2020		1	$	10,000	$	(26,764	)	$	4,298	$	(12,466	)

See notes to consolidated financial statements.

4

SB PARTNERS

(A New York Limited Partnership)

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the Three Months Ended March 31,
	2020			2019
Cash Flows From Operating Activities:
Net income	$	250,359		$	189,419
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Equity in net (income) of investment		(484,477	)		(408,908	)
Increase in reserve for value of investment		96,896			81,785
Depreciation		41,127			35,875
Net decrease in other assets		3,677			3,324
Net (decrease) in accounts payable		(4,759	)		(11,555	)
Net increase in accrued expenses		-			145,694
Net cash provided by (used in) operating activites and net change in cash and cash equivalents		(97,177	)		35,634
Cash and cash equivalents at beginning of period		987,624			338,239
Cash and cash equivalents at end of period	$	890,447		$	373,873

See notes to consolidated financial statements

5

SB PARTNERS

Notes to Consolidated Financial Statements (Unaudited)

(1) ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

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

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

The results of operations for the three month period ended March 31, 2020 are not necessarily indicative of the results to be expected for a full year.

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

(2) COVID-19

Due to the COVID-19 outbreak, the Partnership and Omaha may be operating in a challenging and uncertain economic environment. Financial and real estate companies may be affected by liquidity, disparity of real estate values and financing issues. Should market conditions deteriorate, there is no assurance that such conditions will not result in decreased cash flows or ability to repay, refinance or extend Omaha's debt when it comes due, which could result in the sale of investments at amounts less than the reported value at March 31, 2020.

(3) COMMON AREA MAINTENANCE REIMBURSEMENTS

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

The following table provides a disaggregation of rental income recognized by the Partnership for the three months ended March 31, 2020 and 2019:

	2020		2019
Operating lease income:
Fixed lease income (Base Rent)	$	201,401	$	189,785
Variable lease income (Recoverable Costs)		91,964		88,532
Total Rental Income	$	293,365	$	278,317

6

(4) INVESTMENTS IN REAL ESTATE

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

	No. of		Year of			Real Estate at Cost
Type	Prop.		Acquisition		Description	3/31/2020			12/31/2019
Industrial flex property		1		2002	60,345 sf	$	6,141,101		$	6,141,101
Less: Accumulated depreciation							(2,436,578	)		(2,395,451	)
Investment in real estate						$	3,704,523		$	3,745,650

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

(5) ASSETS MEASURED AT FAIR VALUE

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

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

The three levels of fair value hierarchy are described below:

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

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

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

7

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

	Level 3:			March 31,
	Significant			2020
	Unobservable			(Unaudited)
	Inputs			Total
Assets
Investment in Sentinel Omaha, LLC ("Omaha")	$	52,462,179		$	52,462,179
Reserve for fair value of investment		(10,492,441	)		(10,492,441	)
Total assets	$	41,969,738		$	41,969,738

	Level 3:			December 31,
	Significant			2019
	Unobservable			(Audited)
	Inputs			Total
Assets
Investment in Sentinel Omaha, LLC	$	51,977,702		$	51,977,702
Reserve for fair value of investment		(10,395,545	)		(10,395,545	)
Total assets	$	41,582,157		$	41,582,157

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

	Investment in			Reserve for
	Sentinel			fair value
	Omaha, LLC			of investment			Total
Balance at January 1, 2019	$	53,548,614		$	(10,709,724	)	$	42,838,890
Equity in net income of investment		6,829,088			-			6,829,088
Distribution from investment		(8,400,000	)		-			(8,400,000	)
Decrease in reserve		-			314,179			314,179
Balance at December 31, 2019		51,977,702			(10,395,545	)		41,582,157
Equity in net income of investment		484,477			-			484,477
(Increase) in reserve		-			(96,896	)		(96,896	)
Balance at March 31, 2020	$	52,462,179		$	(10,492,441	)	$	41,969,738

(6) INVESTMENT IN SENTINEL OMAHA, LLC

In 2007, the Partnership made an investment in the amount of $37,200,000 in Sentinel Omaha, LLC (“Omaha”). Omaha is a real estate investment company which as of March 31, 2020 owns six multifamily properties in three markets. Omaha is an affiliate of the Partnership’s general partner. The investment represents a 30% ownership interest in Omaha.

8

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

	(Unaudited)			(Audited)
Balance Sheet	March 31, 2020			December 31, 2019
Investment in real estate, net	$	230,000		$	230,900
Other assets		20,362			19,825
Debt		(73,761	)		(73,892	)
Other liabilities		(1,727	)		(3,574	)
Members equity	$	174,874		$	173,259

	(Unaudited)			(Unaudited)
Statement of Operations	March 31, 2020			March 31, 2019
Rent and other income	$	6,234		$	7,829
Real estate operating expenses		(2,965	)		(3,777	)
Other expenses		(493	)		(1,115	)
Net unrealized (losses)		(1,161	)		(1,574	)
Net increase in net assets	$	1,615		$	1,363

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

9

ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS
	OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	FOR THE THREE MONTHS ENDED MARCH 31, 2020 AND 2019

General

The consolidated financial statements for the three months ended March 31, 2020 and 2019 reflect the operation of one wholly owned industrial flex property located in Maple Grove, Minnesota and a 30% interest in Omaha.

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

Omaha’s portfolio as of March 31, 2020 consists of six garden apartment properties located in three markets. Leases generally are for one year or less. Tenants generally pay fixed rent plus utilities used by tenant.

COVID-19

Due to the COVID-19 outbreak, the Registrant and Omaha may be operating in a challenging and uncertain economic environment. Financial and real estate companies may be affected by liquidity, disparity of real estate values and financing issues. Should market conditions deteriorate, there is no assurance that such conditions will not result in decreased cash flows or ability to repay, refinance or extend Omaha's debt when it comes due, which could result in the sale of investments at amounts less than the reported value at March 31, 2020.

Results of Operations

Total revenues from continuing operations for the three months ended March 31, 2020 increased $15,000 to approximately $293,000 as compared to approximately $278,000 for the three months ended March 31, 2019. Total revenues increased due to an increase in base rental income and other income. Base rental income increased $11,000 to approximately $201,000 for the three months ended March 30, 2020 as compared to the same period in 2019 due to a scheduled increase in base rent at Registrant’s property located in Maple Grove, MN. Other income increased due to an increase in real estate taxes charged back to the tenant.

The Registrant reported a net loss from operations of approximately $137,000 for the three months ended March 31, 2020, a decrease of $1,000 as compared to a net loss from operations of approximately $138,000 for the same period in 2019. Net loss from operations consists of net income from the Maple Grove property offset by partnership income and expenses. The decrease of loss from operations was primarily due to higher total income offset by higher total expenses. Total expenses from operations for 2020 increased $15,000 to approximately $431,000 from approximately $416,000 in 2019, due primarily to an increase in depreciation expense of $5,000, an increase in repairs and maintenance expense of $4,000 and an increase in real estate taxes of $3,000.

The Registrant has a 30% non-controlling interest in Omaha that is accounted for on a fair value basis. Net increase in net assets increased $252,000 to approximately $1,615,000 for the three months ended March 31, 2020 compared to net increase in net assets of approximately $1,363,000 for the same period in 2019. During 2019, Omaha sold its garden apartment property located in Independence, Missouri and its garden apartment property located in Columbus, Ohio. Net sales proceeds in each transaction were used to first pay selling expenses and retire each property’s related secured mortgage loan. Remaining net sales proceeds were used to retire Omaha’s secured mortgage loan encumbering its garden apartment property located in Charleston, South Carolina to further pay down Omaha’s overall debt. During the three months ended March 31, 2020, Omaha reported a net decrease in the value of its remaining real estate portfolio of $900,000. The investment in a 30% non-controlling interest is valued at a discount due to the lack of liquidity and ownership of a non-controlling (minority) interest. Registrant has reported a reserve on the value of Omaha on its books of 20% since March 31, 2018.

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

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

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

10

CRITICAL ACCOUNTING POLICIES

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

Liquidity and Capital Resources

As of March 31, 2020, the Registrant had cash and cash equivalents of approximately $890,000. These balances are approximately $97,000 lower than cash and cash equivalents held on December 31, 2019. Cash and cash equivalents decreased during the three months ended March 31, 2020 due to partnership expenses partially offset by cash flow generated from operating activities at Registrant’s wholly owned property.

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

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

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

Eagle Lake Business Center IV (Maple Grove, Minnesota)

Total revenues for the three months ended March 31, 2020 increased $15,000 to approximately $293,000 as compared to approximately $278,000 for the three months ended March 31, 2019. The property reported higher base rental income and higher other rental income. Base rental income was higher in 2020 due to a scheduled increase in the base rent. Other income increased due to an increase in real estate taxes charged back to the tenant. Net operating income, which includes deductions for depreciation, remained approximately the same at $180,000 for the three months ended March 31, 2020 as compared to the same period in 2019. Higher total revenue was offset by higher operating expenses. Operating expenses were higher due to higher depreciation expense, repairs and maintenance expense and real estate tax expense.

Investment in Sentinel Omaha, LLC

Comparison of three months ended March 31, 2020 to March 31, 2019:

As of March 31, 2020, the Omaha portfolio consisted of six multi-family properties located in three markets. Omaha’s total revenues for the three months ended March 31, 2019 were approximately $6,234,000. Income before net unrealized losses was approximately $2,776,000. Major expenses included approximately $492,000 for interest expense, $431,000 for repairs and maintenance, $891,000 for payroll, and $729,000 for real estate taxes. Omaha reported net unrealized losses of approximately $1,161,000 resulting in a net increase in net assets of approximately $1,615,000. For the three months ended March 31, 2019, the Registrant’s 30% equity interest in the income of Omaha was approximately $484,000. Registrant reserves 20% of the reported value of Omaha on its balance sheet for March 31, 2020. The reserve for value was adjusted in conjunction with recording the equity income for the quarter ended March 31, 2020. As a result, Registrant reported net income from equity interest in income of Omaha for the quarter ended March 31, 2020 of $387,000.

As of March 31, 2019, the Omaha portfolio consisted of eight multi-family properties located in five markets. Omaha’s total revenues for the three months ended March 31, 2019 were approximately $7,829,000. Income before net unrealized losses was approximately $2,937,000. Major expenses included approximately $1,085,000 for interest expense, $559,000 for repairs and maintenance, $1,045,000 for payroll, and $953,000 for real estate taxes. Omaha reported net unrealized losses of approximately $1,574,000 resulting in a net increase in net assets of approximately $1,363,000. For the three months ended March 31, 2019, the Registrant’s 30% equity interest in the income of Omaha was approximately $409,000. Registrant reserves 20% of the reported value of Omaha on its balance sheet for March 31, 2019. The reserve for value was adjusted in conjunction with recording the equity income for the quarter ended March 31, 2019. As a result, Registrant reported net income from equity interest in income of Omaha for the quarter ended March 31, 2019 of $327,000.

11

ITEM 3.

None

ITEM 4.

CONTROLS AND PROCEDURES

(a) The Chief Executive Officer and the Principal Accounting & Financial Officer of the general partner of SB Partners have evaluated the disclosure controls and procedures relating to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2020 as filed with the Securities and Exchange Commission and have judged such controls and procedures to be effective.

(b) The Chief Executive Officer and the Principal Accounting and Financial Officer of the general partner of SB Partners have evaluated the internal control over financial reporting relating to the Registrant’s Quarterly Report on form 10-Q for the period ended March 31, 2020 and have identified no changes in the Registrant’s internal controls that have materially affected or are reasonably likely to materially affect the Registrant’s internal controls over financial reporting.

PART II – OTHER INFORMATION

ITEM 6.

EXHIBITS

Exhibit No.           Description

31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS**	XBRL Instance
101.SCH**	XBRL Taxonomy Extension Schema
101.CAL**	XBRL Taxonomy Extension Calculation
101.DEF**	XBRL Taxonomy Extension Definition
101.LAB**	XBRL Taxonomy Extension Labels
101.PRE**	XBRL Taxonomy Extension Presentation

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

12

SIGNATURES

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

		SB PARTNERS
		(Registrant)
	By:	SB PARTNERS REAL ESTATE CORPORATION
		General Partner
Dated: May 14, 2020	By:	/s/ George N. Tietjen III
		George N. Tietjen III
		Chief Executive Officer
		Principal Financial & Accounting Officer
Dated: May 14, 2020	By:	/s/ John H. Zoeller
		John H. Zoeller
		Chief Financial Officer

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT 0F 2002

I, George N. Tietjen III, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of SB Partners;

(2) Based on my knowledge, this quarterly report does not contain any untrue statement of a 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 period covered by this quarterly report;

(3) Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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 Rules 13a-15(e) and 15d-15(e)) and internal control 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 quarterly report is being prepared;

(b) designed such internal control over financial reporting, or 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 report based on such evaluation; and

(d) disclosed in this quarterly 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 financial 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.

Dated: May 14, 2020	By:	/s/ George N. Tietjen III
		George N. Tietjen III
		Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT 0F 2002

I, John H. Zoeller, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of SB Partners;

(2) Based on my knowledge, this quarterly report does not contain any untrue statement of a 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 period covered by this quarterly report;

(3) Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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 Rules 13a-15(e) and 15d-15(e)) and internal control 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 quarterly report is being prepared;

(b) designed such internal control over financial reporting, or 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 report based on such evaluation; and

(d) disclosed in this quarterly 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 financial reporting;

(5) The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation over 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 function):

(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 Financing & Accounting Officer
Dated: May 14, 2020	By:	/s/ John H. Zoeller
		John H. Zoeller
		Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, George N. Tietjen III, hereby certify that to the best of my knowledge, the Quarterly Report of SB Partners (the “Partnership”) on Form 10-Q for the period ended March 31, 2020 the “Report” fully complies with the requirements of either Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

Dated: May 14, 2020	By:	/s/ George N. Tietjen III
		George N. Tietjen III
		Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, John H. Zoeller, hereby certify that to the best of my knowledge, the Quarterly Report of SB Partners (the “Partnership”) on Form 10-Q for the period ended March 31, 2020 the “Report” fully complies with the requirements of either Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

		Principal Financing & Accounting Officer
Dated: May 14, 2020	By:	/s/ John H. Zoeller
		John H. Zoeller
		Chief Financial Officer

XML

Note 6 - Investment in Sentinel Omaha, LLC (Details Textual) - Sentinel Omaha LLC [Member]	12 Months Ended
	Dec. 31, 2019 USD ($)	Mar. 31, 2020	Dec. 31, 2007 USD ($)
Investment Owned, at Cost			$ 37,200,000
Number of Multifamily Properties		6
Number of Markets		3
Equity Method Investment, Ownership Percentage		30.00%
Proceeds from Equity Method Investment, Distribution	$ 8,400,000

XML

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Revenues:
Rental income	$ 293,365	$ 278,317
Interest income		39
Total revenues	293,365	278,356
Expenses:
Real estate operating expenses	70,414	65,908
Depreciation	41,127	35,875
Real estate taxes	35,393	31,959
Management fees	252,998	252,254
Other	30,655	30,064
Total expenses	430,587	416,060
Loss from operations	(137,222)	(137,704)
Equity in net income of investment	484,477	408,908
(Increase) in reserve for value of investment	(96,896)	(81,785)
Net income	250,359	189,419
Income allocated to general partner	32	24
Income allocated to limited partners	$ 250,327	$ 189,395
Income per unit of limited partnership interest (basic and diluted)
Net income (in dollars per share)	$ 32.29	$ 24.43
Weighted Average Number of Units of Limited Partnership Interest Outstanding (in shares)	7,753	7,753

XML

Note 4 - Investments in Real Estate (Details Textual)	Mar. 31, 2020
Rent Increase, Yearly, Percentage	3.00%

XML

Note 4 - Investments in Real Estate (Tables)

3 Months Ended

Mar. 31, 2020

Notes Tables

Schedule of Real Estate Properties [Table Text Block]

	No. of		Year of			Real Estate at Cost
Type	Prop.		Acquisition		Description	3/31/2020			12/31/2019
Industrial flex property		1		2002	60,345 sf	$	6,141,101		$	6,141,101
Less: Accumulated depreciation							(2,436,578	)		(2,395,451	)
Investment in real estate						$	3,704,523		$	3,745,650

XML

Note 2 - COVID-19

3 Months Ended

Mar. 31, 2020

Notes to Financial Statements

Unusual or Infrequent Items, or Both, Disclosure [Text Block]

( 2 ) COVID- 19

Due to the COVID-

19

outbreak, the Partnership and Omaha

may

be operating in a challenging and uncertain economic environment. Financial and real estate companies

may

be affected by liquidity, disparity of real estate values and financing issues. Should market conditions deteriorate, there is

no

assurance that such conditions will

not

result in decreased cash flows or ability to repay, refinance or extend Omaha's debt when it comes due, which could result in the sale of investments at amounts less than the reported value at

March 31, 2020.

XML

Note 4 - Investments in Real Estate

3 Months Ended

Mar. 31, 2020

Notes to Financial Statements

Real Estate Disclosure [Text Block]

( 4 ) INVESTMENTS IN REAL ESTATE

As of

March 31, 2020,

the Partnership owns an industrial flex property in Maple Grove, Minnesota. The following is the cost basis and accumulated depreciation of the real estate investment owned by the Partnership at

March 31, 2020

and

December 31, 2019.

	No. of		Year of			Real Estate at Cost
Type	Prop.		Acquisition		Description	3/31/2020			12/31/2019
Industrial flex property		1		2002	60,345 sf	$	6,141,101		$	6,141,101
Less: Accumulated depreciation							(2,436,578	)		(2,395,451	)
Investment in real estate						$	3,704,523		$	3,745,650

The Partnership’s wholly owned property located in Maple Grove, Minnesota is

100%

leased to a single tenant to

October 31, 2024.

The tenant pays fixed base rent which increases approximately

3%

each year. The tenant pays directly or reimburses the Partnership for all utilities, real estate taxes, insurance and most of the property operating expenses and property management fees.

XML

Note 5 - Assets Measured at Fair Value (Tables)

3 Months Ended

Mar. 31, 2020

Notes Tables

Fair Value, Assets Measured on Recurring and Nonrecurring Basis [Table Text Block]

	Level 3:			March 31,
	Significant			2020
	Unobservable			(Unaudited)
	Inputs			Total
Assets
Investment in Sentinel Omaha, LLC ("Omaha")	$	52,462,179		$	52,462,179
Reserve for fair value of investment		(10,492,441	)		(10,492,441	)
Total assets	$	41,969,738		$	41,969,738

	Level 3:			December 31,
	Significant			2019
	Unobservable			(Audited)
	Inputs			Total
Assets
Investment in Sentinel Omaha, LLC	$	51,977,702		$	51,977,702
Reserve for fair value of investment		(10,395,545	)		(10,395,545	)
Total assets	$	41,582,157		$	41,582,157

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

	Investment in			Reserve for
	Sentinel			fair value
	Omaha, LLC			of investment			Total
Balance at January 1, 2019	$	53,548,614		$	(10,709,724	)	$	42,838,890
Equity in net income of investment		6,829,088			-			6,829,088
Distribution from investment		(8,400,000	)		-			(8,400,000	)
Decrease in reserve		-			314,179			314,179
Balance at December 31, 2019		51,977,702			(10,395,545	)		41,582,157
Equity in net income of investment		484,477			-			484,477
(Increase) in reserve		-			(96,896	)		(96,896	)
Balance at March 31, 2020	$	52,462,179		$	(10,492,441	)	$	41,969,738

XML

Note 3 - Common Area Maintenance Reimbursements

3 Months Ended

Mar. 31, 2020

Notes to Financial Statements

Revenue from Contract with Customer [Text Block]

( 3 ) COMMON AREA MAINTENANCE REIMBURSEMENTS

In connection with the adoption of ASC Topic

842,

the Partnership elected the practical expedient concerning the treatment of CAM costs. CAM is a non-lease component of the lease contract under ASC

842,

and therefore would be accounted for under ASC Topic

606,

Revenue from Contracts with Customers

, and presented separate from rental income based on an allocation of the overall contract price, which is

not

necessarily the amount that would be billable to the tenant for CAM reimbursements per the term of the lease contract. As the timing and pattern of providing the CAM service to the tenant is the same as the timing and pattern of the tenant’s use of the underlying lease asset, the Partnership elected, under the practical expedient, to combine CAM and other Recoverable Costs with the remaining lease components, and recognize them together as rental income in the accompanying Consolidated Statements of Operations.

The following table provides a disaggregation of rental income recognized by the Partnership for the

three

months ended

March 31, 2020

and

2019:

	2020		2019
Operating lease income:
Fixed lease income (Base Rent)	$	201,401	$	189,785
Variable lease income (Recoverable Costs)		91,964		88,532
Total Rental Income	$	293,365	$	278,317

XML

Note 5 - Assets Measured at Fair Value

3 Months Ended

Mar. 31, 2020

Notes to Financial Statements

Fair Value Measurement and Measurement Inputs, Recurring and Nonrecurring [Text Block]

( 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.

The following major categories of assets were measured at fair value as of

March 31, 2020

and

December 31, 2019:

	Level 3:			March 31,
	Significant			2020
	Unobservable			(Unaudited)
	Inputs			Total
Assets
Investment in Sentinel Omaha, LLC ("Omaha")	$	52,462,179		$	52,462,179
Reserve for fair value of investment		(10,492,441	)		(10,492,441	)
Total assets	$	41,969,738		$	41,969,738

	Level 3:			December 31,
	Significant			2019
	Unobservable			(Audited)
	Inputs			Total
Assets
Investment in Sentinel Omaha, LLC	$	51,977,702		$	51,977,702
Reserve for fair value of investment		(10,395,545	)		(10,395,545	)
Total assets	$	41,582,157		$	41,582,157

The following is a reconciliation of the beginning and ending balances for assets measured at fair value using significant unobservable inputs (Level

3

) during the periods ended

March 31, 2020

and

December 31, 2019:

	Investment in			Reserve for
	Sentinel			fair value
	Omaha, LLC			of investment			Total
Balance at January 1, 2019	$	53,548,614		$	(10,709,724	)	$	42,838,890
Equity in net income of investment		6,829,088			-			6,829,088
Distribution from investment		(8,400,000	)		-			(8,400,000	)
Decrease in reserve		-			314,179			314,179
Balance at December 31, 2019		51,977,702			(10,395,545	)		41,582,157
Equity in net income of investment		484,477			-			484,477
(Increase) in reserve		-			(96,896	)		(96,896	)
Balance at March 31, 2020	$	52,462,179		$	(10,492,441	)	$	41,969,738

XML

Consolidated Statements of Changes in Partners' Equity (Deficit) (Unaudited) - 3 months ended Mar. 31, 2020 - 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, 2019	7,753				1
Balance at Dec. 31, 2019	$ 119,968,973	$ (114,822,586)	$ 40,905,679	$ 46,052,066	$ 10,000	$ (26,764)	$ 4,266	$ (12,498)	$ 46,039,568
Net income			250,327	250,327			32	32	250,359
Balance (in shares) at Mar. 31, 2020	7,753				1
Balance at Mar. 31, 2020	$ 119,968,973	$ (114,822,586)	$ 41,156,006	$ 46,302,393	$ 10,000	$ (26,764)	$ 4,298	$ (12,466)	$ 46,289,927

XML

Note 4 - Investments in Real Estate - Summary of Investments in Real Estate (Details)	3 Months Ended
	Mar. 31, 2020 USD ($) ft²	Dec. 31, 2019 USD ($)
Less: Accumulated depreciation	$ (2,436,578)	$ (2,395,451)
Investment in real estate	$ 3,704,523	3,745,650
Industrial Flex Property [Member]
No. of Prop.	1
Year of Acquisition	2002
Description (Square Foot) | ft²	60,345
Investment in real estate, at cost	$ 6,141,101	6,141,101
Less: Accumulated depreciation	(2,436,578)	(2,395,451)
Investment in real estate	$ 3,704,523	$ 3,745,650

XML

Document And Entity Information	3 Months Ended
	Mar. 31, 2020 shares
Document Information [Line Items]
Entity Registrant Name	SB PARTNERS
Entity Central Index Key	0000087047
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Interactive Data Current	Yes
Entity Common Stock, Shares Outstanding (in shares)	0
Entity Shell Company	false
Document Type	10-Q
Document Period End Date	Mar. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q1
Amendment Flag	false

XML

Note 6 - Investment in Sentinel Omaha, LLC - Balance Sheet (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Other assets	$ 5,066	$ 8,743
Sentinel Omaha LLC [Member]
Investment in real estate, net	230,000,000	230,900,000
Other assets	20,362,000	19,825,000
Debt	(73,761,000)	(73,892,000)
Other liabilities	(1,727,000)	(3,574,000)
Members equity	$ 174,874,000	$ 173,259,000

XML

Note 3 - Common Area Maintenance Reimbursements - Disaggregation of Rental Income (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Rental income	$ 293,365	$ 278,317
Fixed Lease Income Base Rent [Member]
Rental income	201,401	189,785
Variable Lease Income [Member]
Rental income	$ 91,964	$ 88,532

XML

Note 3 - Common Area Maintenance Reimbursements (Tables)

3 Months Ended

Mar. 31, 2020

Notes Tables

Disaggregation of Revenue [Table Text Block]

	2020		2019
Operating lease income:
Fixed lease income (Base Rent)	$	201,401	$	189,785
Variable lease income (Recoverable Costs)		91,964		88,532
Total Rental Income	$	293,365	$	278,317

XML

Note 1 - Organization and Significant Accounting Policies

3 Months Ended

Mar. 31, 2020

Notes to Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block]

( 1 ) ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

SB Partners, a New York limited partnership, and its subsidiaries (collectively, the "Partnership" or the “Registrant”), have been engaged since

April 1971

in acquiring, operating, and holding for investment a varying portfolio of real estate interests. SB Partners Real Estate Corporation (the "General Partner") serves as the general partner of the Partnership.

The consolidated financial statements included herein are unaudited; however, the information reflects all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary to a fair presentation of the financial position, results of operations and cash flows for the interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented

not

misleading. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Partnership’s latest annual report on Form

10

-K.

The results of operations for the

three

month period ended

March 31, 2020

are

not

necessarily indicative of the results to be expected for a full year.

For a discussion of the significant accounting and financial reporting policies of the Partnership, refer to the Annual Report on Form

10–K

for the year ended

December 31, 2019.

XML

Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Investment in Sentinel Omaha, LLC, reserve for fair value	$ 10,492,441	$ 10,395,545
Limited partner - units (in shares)	7,753	7,753
General partner - units (in shares)	1	1

XML

Note 5 - Assets Measured at Fair Value - Reconciliation of Assets Measured at Fair Value (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Balance	$ 41,582,157
Equity in net income of investment	484,477	$ 408,908
Increase in reserve for value of investment	96,896	81,785
Balance	41,969,738		$ 41,582,157
Sentinel Omaha LLC [Member]
Balance, Investment in Sentinel Omaha, LLC	51,977,702
Balance	41,582,157
Distribution from investment			(8,400,000)
Balance, Investment in Sentinel Omaha, LLC	52,462,179		51,977,702
Balance	41,969,738		41,582,157
Fair Value, Inputs, Level 3 [Member] | Sentinel Omaha LLC [Member]
Balance, Investment in Sentinel Omaha, LLC	51,977,702	53,548,614	53,548,614
Balance, Reserve for fair value of investment	(10,395,545)	(10,709,724)	(10,709,724)
Balance	41,582,157	$ 42,838,890	42,838,890
Equity in net income of investment	484,477		6,829,088
Distribution from investment			(8,400,000)
Increase in reserve for value of investment
Decrease in reserve	(96,896)		314,179
Balance, Investment in Sentinel Omaha, LLC	52,462,179		51,977,702
Balance, Reserve for fair value of investment	(10,492,441)		(10,395,545)
Balance	$ 41,969,738		$ 41,582,157

XML

Note 6 - Investment in Sentinel Omaha, LLC - Statement of Operations (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Rent and other income	$ 293,365	$ 278,356
Real estate operating expenses	(70,414)	(65,908)
Other expenses	(30,655)	(30,064)
Net increase in net assets	250,359	189,419
Sentinel Omaha LLC [Member]
Rent and other income	6,234,000	7,829,000
Real estate operating expenses	(2,965,000)	(3,777,000)
Other expenses	(493,000)	(1,115,000)
Net unrealized (losses)	(1,161,000)	(1,574,000)
Net increase in net assets	$ 1,615,000	$ 1,363,000

XML

Note 5 - Assets Measured at Fair Value - Fair Value Measurement of Assets (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Reserve for fair value of investment	$ (10,492,441)	$ (10,395,545)
Total assets	41,969,738	41,582,157
Sentinel Omaha LLC [Member]
Investment in Sentinel Omaha, LLC ("Omaha")	52,462,179	51,977,702
Reserve for fair value of investment	(10,492,441)	(10,395,545)
Total assets	41,969,738	41,582,157
Fair Value, Inputs, Level 3 [Member] | Sentinel Omaha LLC [Member]
Investment in Sentinel Omaha, LLC ("Omaha")	52,462,179	51,977,702	$ 53,548,614
Reserve for fair value of investment	(10,492,441)	(10,395,545)
Total assets	$ 41,969,738	$ 41,582,157	$ 42,838,890

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Cash Flows From Operating Activities:
Net income	$ 250,359	$ 189,419
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Equity in net (income) of investment	(484,477)	(408,908)
Increase in reserve for value of investment	96,896	81,785
Depreciation	41,127	35,875
Net decrease in other assets	3,677	3,324
Net (decrease) in accounts payable	(4,759)	(11,555)
Net increase in accrued expenses		145,694
Net cash provided by (used in) operating activites and net change in cash and cash equivalents	(97,177)	35,634
Cash and cash equivalents at beginning of period	987,624	338,239	$ 338,239
Cash and cash equivalents at end of period	$ 890,447	$ 373,873	$ 987,624

XML

Consolidated Balance Sheets (Current Period Unaudited) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Assets:
Land	$ 470,000	$ 470,000
Buildings, furnishings and improvements	5,671,101	5,671,101
Less - accumulated depreciation	(2,436,578)	(2,395,451)
Real Estate Investment Property, Net, Total	3,704,523	3,745,650
Investment in Sentinel Omaha, LLC, net of reserve for fair value of $10,492,441 and $10,395,545 at March 31, 2020 and December 31, 2019, respectively	41,969,738	41,582,157
Investments, Total	45,674,261	45,327,807
Other Assets -
Cash and cash equivalents	890,447	987,624
Other	5,066	8,743
Total assets	46,569,774	46,324,174
Liabilities:
Accounts payable	172,837	177,596
Tenant security deposit	107,010	107,010
Total liabilities	279,847	284,606
Partners' Equity (Deficit):
Limited partner - 7,753 units	46,302,393	46,052,066
General partner - 1 unit	(12,466)	(12,498)
Total partners' equity	46,289,927	46,039,568
Total liabilities and partners' equity	$ 46,569,774	$ 46,324,174

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Note 6 - Investment in Sentinel Omaha, LLC (Tables)

3 Months Ended

Mar. 31, 2020

Statement of Operations [Member]

Notes Tables

Real Estate Investment Financial Statements, Disclosure [Table Text Block]

	(Unaudited)			(Unaudited)
Statement of Operations	March 31, 2020			March 31, 2019
Rent and other income	$	6,234		$	7,829
Real estate operating expenses		(2,965	)		(3,777	)
Other expenses		(493	)		(1,115	)
Net unrealized (losses)		(1,161	)		(1,574	)
Net increase in net assets	$	1,615		$	1,363

Balance Sheet [Member]

Notes Tables

Real Estate Investment Financial Statements, Disclosure [Table Text Block]

	(Unaudited)			(Audited)
Balance Sheet	March 31, 2020			December 31, 2019
Investment in real estate, net	$	230,000		$	230,900
Other assets		20,362			19,825
Debt		(73,761	)		(73,892	)
Other liabilities		(1,727	)		(3,574	)
Members equity	$	174,874		$	173,259

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Note 6 - Investment in Sentinel Omaha, LLC

3 Months Ended

Mar. 31, 2020

Notes to Financial Statements

Equity Method Investments and Joint Ventures Disclosure [Text Block]

( 5 ) INVESTMENT IN SENTINEL OMAHA, LLC

In

2007,

the Partnership made an investment in the amount of

$37,200,000

in Sentinel Omaha, LLC (“Omaha”). Omaha is a real estate investment company which as of

March 31, 2020

owns

six

multifamily properties in

three

markets. Omaha is an affiliate of the Partnership’s general partner. The investment represents a

30%

ownership interest in Omaha.

The following are the condensed financial statements (

000’s

omitted) of Omaha as of

March 31, 2020

and

December 31, 2019

and the

three

months ended

March 31, 2020

and

2019.

	(Unaudited)			(Audited)
Balance Sheet	March 31, 2020			December 31, 2019
Investment in real estate, net	$	230,000		$	230,900
Other assets		20,362			19,825
Debt		(73,761	)		(73,892	)
Other liabilities		(1,727	)		(3,574	)
Members equity	$	174,874		$	173,259

	(Unaudited)			(Unaudited)
Statement of Operations	March 31, 2020			March 31, 2019
Rent and other income	$	6,234		$	7,829
Real estate operating expenses		(2,965	)		(3,777	)
Other expenses		(493	)		(1,115	)
Net unrealized (losses)		(1,161	)		(1,574	)
Net increase in net assets	$	1,615		$	1,363

During

2019,

Omaha sold its garden apartment property located in Independence, Missouri and its garden apartment property located in Columbus, Ohio. Net sales proceeds in each transaction were used to

first

pay selling expenses and retire each property’s related secured mortgage loan. Remaining net sales proceeds were used to retire Omaha’s secured mortgage loan encumbering its garden apartment property located in Charleston, South Carolina to further pay down Omaha’s overall debt. During

2019,

Omaha paid

two

distributions to its investors including an aggregate of

$8,400,000

to the Partnership.