SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended ~~September 30, 2017~~March 31, 2018

☐	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.)

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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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 ~~subm~~itsubmit and post such files). [ X ] Yes [ ] No

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

[ ] large accelerated fi~~ler~~filer [ ] accelerated filer [X] non-accelerated filer [ ] small reporting company [ ] emerging growth company

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). [ ] Yes [X] 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

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SB PARTNERS

INDEX

Part I	Financial Information

Item 1	Financial Statements

	Consolidated ~~Balance~~Balance Sheets as of ~~September 30, 2017~~March 31, 2018 (unaudited) and December 31, ~~2016~~2017 (audited)	1

	Consolidated Statements of Operations (unaudited) for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2018 and 2017 ~~and 2016~~	2

	Consolidated Statements of Changes in Partners' Equity (Deficit) (unaudited) for the ~~nine~~three months ended ~~September 30, 2017~~ March 31, 2018	3

	Consolidated Statements of Cash Flows (unaudited) for the ~~nine~~three months ended ~~September 30,~~March 31, 2018 and 2017 ~~and 2016~~	4

	Notes to Consolidated Financial Statements (unaudited)	5 – 8

Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	9 – 11

Item 3	Quantitative and Qualitative Disclosures about Market Risk	1212

Item 4T	Controls and Procedures	1212


Part II	Other Information	1212

	Signatures	1313

	Exhibit 31	14-15

	Exhibit 32	1616

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ITEM 1. FINANCIAL STATEMENTS

SB PARTNERS

(A New York Limited Partnership)

CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,			March 31,			December 31,
	2017 (Unaudited)			2016 (Audited)			2018 (Unaudited)			2017 (Audited)

Assets:
Investments -
Real estate, at cost
Land	$	470,000		$	470,000		$	470,000		$	470,000
Buildings, furnishings and improvements		5,016,185			5,016,185			5,081,365			5,081,365
Less - accumulated depreciation		(2,045,361	)		(1,927,326	)		(2,124,611	)		(2,084,846	)
		3,440,824			3,558,859			3,426,754			3,466,519

Investment in Sentinel Omaha, LLC, net of reserve for fair value of $12,045,963 and $13,575,238 at September 30, 2017 and December 31, 2016, respectively		36,137,888			25,211,157
Investment in Sentinel Omaha, LLC, net of reserve for fair value of $10,243,635 and $12,526,608 at March 31, 2018 and December 31, 2017, respectively								40,974,535			37,579,824
		39,578,712			28,770,016			44,401,289			41,046,343

Other Assets -
Cash and cash equivalents		1,378,971			1,327,197			1,504,625			1,449,927
Cash in escrow		503,564			501,145			506,314			504,778
Other		2,600			7,363			4,046			7,019

Total assets	$	41,463,847		$	30,605,721		$	46,416,274		$	43,008,067

Liabilities:
Loan payable, net of unamortized deferred finance costs of $12,739 and $29,118 at September 30, 2017 and December 31, 2016, respectively	$	5,713,851		$	5,731,355
Loan payable, net of unamortized deferred finance costs of $1,820 and $7,279 at March 31, 2018 and December 31, 2017, respectively							$	5,724,770		$	5,719,311
Accounts payable		410,672			419,755			531,562			516,793
Tenant security deposit		100,015			98,616			101,414			101,414
Accrued expenses		2,805,369			2,460,857			3,042,548			2,922,943

Total liabilities		9,029,907			8,710,583			9,400,294			9,260,461

Partners' Equity (Deficit):
Units of partnership interest without par value;
Limited partner - 7,753 units		32,448,193			21,910,750			37,029,641			33,761,689
General partner - 1 unit		(14,253	)		(15,612	)		(13,661	)		(14,083	)

Total partners' equity		32,433,940			21,895,138			37,015,980			33,747,606

Total liabilities and partners' equity	$	41,463,847		$	30,605,721		$	46,416,274		$	43,008,067

See notes to consolidated financial statements

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SB PARTNERS

(A New York Limited Partnership)

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,						For the Three Months Ended March 31,
	2017			2016			2017			2016			2018			2017
Revenues:
Base rental income	$	182,393		$	177,012		$	539,937		$	523,996		$	184,203		$	178,772
Other rental income		87,452			88,238			262,356			264,714			87,041			87,452
Interest income		1,774			1,054			4,504			2,687			2,537			1,154

Total revenues		271,619			266,304			806,797			791,397			273,781			267,378

Expenses:
Real estate operating expenses		70,610			60,016			206,441			210,353			67,786			67,122
Amortization of deferred financing costs		5,460			5,460			16,380			16,380			5,460			5,460
Depreciation		39,345			39,336			118,035			118,008			39,765			39,345
Real estate taxes		30,881			31,665			92,644			94,996			30,468			30,881
Management fees		222,090			218,456			664,191			651,786			226,164			220,383
Other		32,730			31,800			97,035			99,784			30,475			32,520

Total expenses		401,116			386,733			1,194,726			1,191,307			400,118			395,711

Loss from operations		(129,497	)		(120,429	)		(387,929	)		(399,910	)		(126,337	)		(128,333	)

Equity in net income of investment		4,013,490			4,872,219			9,397,455			10,134,611			1,111,737			3,449,898

Reserve for value of investment		1,205,146			(2,436,110	)		1,529,276			(5,067,305	)
Decrease (increase) in reserve for value of investment														2,282,974			(1,207,464	)

Net income		5,089,139			2,315,680			10,538,802			4,667,396			3,268,374			2,114,101

Income allocated to general partner		656			299			1,359			602			422			273

Income allocated to limited partners	$	5,088,483		$	2,315,381		$	10,537,443		$	4,666,794		$	3,267,952		$	2,113,828

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

Net income	$	656.41		$	298.68		$	1,359.32		$	602.01		$	421.56		$	272.68

Weighted Average Number of Units of Limited Partnership Interest Outstanding		7,753			7,753			7,753			7,753			7,753			7,753

See notes to consolidated financial statements

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SB PARTNERS

(A New York Limited Partnership)

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIT)

For the ~~Nine~~Three Months Ended ~~September 30, 2017~~March 31, 2018

Limited Partners:
	Units of Partnership Interest											Units of Partnership Interest

	Number		Amount		Cumulative Cash Distributions			Accumulated Income		Total		Number		Amount		Cumulative Cash Distributions			Accumulated Income		Total

Balance, January 1, 2017		7,753	$	119,968,973	$	(111,721,586	)	$	13,663,363	$	21,910,750
Balance, January 1, 2018													7,753	$	119,968,973	$	(111,721,586	)	$	25,514,302	$	33,761,689
Net income for the period		-		-		-			10,537,443		10,537,443		-		-		-			3,267,952		3,267,952
Balance, September 30, 2017		7,753	$	119,968,973	$	(111,721,586	)	$	24,200,806	$	32,448,193
Balance, March 31, 2018													7,753	$	119,968,973	$	(111,721,586	)	$	28,782,254	$	37,029,641

General Partner:

Units of Partnership Interest

Number

Amount

Cumulative Cash Distributions

Accumulated Income

Total

Balance, January 1, 2017
1 $ 10,000 $ (26,364 ) $ 752 $ (15,612 )
Net income for the period
- - - 1,359 1,359
Balance, September 30, 2017
1 $ 10,000 $ (26,364 ) $ 2,111 $ (14,253 )

General Partner:
	Units of Partnership Interest

	Number		Amount		Cumulative Cash Distributions			Accumulated Income		Total

Balance, January 1, 2018		1	$	10,000	$	(26,364	)	$	2,281	$	(14,083	)
Net income for the period		-		-		-			422		422
Balance, March 31, 2018		1	$	10,000	$	(26,364	)	$	2,703	$	(13,661	)

See notes to consolidated financial statements.

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SB PARTNERS

(A New York Limited Partnership)

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 30,

2017

2016

Cash Flows From Operating Activities:

Net income
$ 10,538,802 $ 4,667,396
Adjustments to reconcile net income to net cash provided by operating activities:

Equity in net (income) of investment
(9,397,455 ) (10,134,611 )
Reserve for fair value of investment
(1,529,276 ) 5,067,305
Depreciation and amortization
134,414 134,388
Net decrease (increase) in operating assets
4,763 (23,781 )
Net (decrease) increase in accounts payable
(9,083 ) 4,466
Net increase in tenant security deposit
1,399 1,399
Net increase in accrued expenses
344,512 332,105

Net cash provided by operating activites
88,076 48,667

Cash Flows From Investing Activities:

Interest earned on capital reserve escrow acount
(2,419 ) (433 )

Net cash (used in) investing activites
(2,419 ) (433 )

Cash Flows From Financing Activities:

Repayment of loan payable
(33,883 ) (226,415 )
Decrease in restricted cash
- 200,000

Net cash (used in) financing activities
(33,883 ) (26,415 )

Net change in cash and cash equivalents
51,774 21,819

Cash and cash equivalents at beginning of period
1,327,197 1,206,899

Cash and cash equivalents at end of period
$ 1,378,971 $ 1,228,718

	For the Three Months Ended March 31,
	2018			2017

Cash Flows From Operating Activities:
Net income	$	3,268,374		$	2,114,101
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in net (income) of investment		(1,111,737	)		(3,449,898	)
(Decrease) increase in reserve for value of investment		(2,282,974	)		1,207,464
Depreciation and amortization		45,225			44,805
Net decrease in operating assets		2,972			3,121
Net increase (decrease) in accounts payable		14,769			(2,051	)
Net increase in accrued expenses		119,605			113,820

Net cash provided by operating activites and net change in cash and cash equivalents and cash in escrow		56,234			31,362

Cash and cash equivalents and cash in escrow at beginning of period		1,954,705			1,828,342

Cash and cash equivalents and cash in escrow at end of period	$	2,010,939		$	1,859,704

See notes to consolidated financial statements

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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 ~~and nine months~~month period ended ~~September 30, 2017~~March 31, 2018 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 10–10–K for the year ended December 31, ~~2016.~~2017.

(2)(2) RECLASSIFICATION

In November 2016, the Financial Accounting Standards Board issued Accounting Standards Update No. 2016 – 18, Restricted Cash (ASU 2016 – 18). ASU 2016 – 18 requires the statement of cash flows to explain the change during the period in the total cash and cash equivalents and amounts generally described as restricted cash. ASU 2016 – 18 is effective for annual reporting periods beginning after December 15, 2017. The new guidance has been applied retrospectively to each prior period presented.

(3) INVESTMENTS IN REAL ESTATE

As of ~~September 30, 2017,~~March 31, 2018, 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 ~~September 30, 2017~~March 31, 2018 and December 31, ~~2016.~~2017.

	No. of		Year of			Real Estate at Cost						No. of		Year of				Real Estate at Cost
Type	Prop.		Acquisition		Description	9/30/2017			12/31/2016			Prop.		Acquisition		Description (sf)		3/31/2018			12/31/2017

Industrial flex property		1		2002	60,345 sf	$	5,486,185		$	5,486,185			1		2002		60,345	$	5,551,365		$	5,551,365

Less: Accumulated depreciation							(2,045,361	)		(1,927,326	)								(2,124,611	)		(2,084,846	)

Investment in real estate						$	3,440,824		$	3,558,859								$	3,426,754		$	3,466,519

(3)

(4) ASSETS MEASURED AT FAIR VALUE

The accounting guidance for ~~fair value measurements~~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.

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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.

~~Table of Contents~~

The following major categories of assets were measured at fair value as of ~~September 30, 2017~~March 31, 2018 and December 31, ~~2016, respectively:~~2017:

	Level 3:			September 30,			Level 3:			March 31,
	Significant			2017			Significant			2018
	Unobservable			(Unaudited)			Unobservable			(Unaudited)
	Inputs			Total			Inputs			Total

Assets
Investment in Sentinel Omaha, LLC	$	48,183,851		$	48,183,851		$	51,218,170		$	51,218,170
Reserve for fair value of investment		(12,045,963	)		(12,045,963	)		(10,243,635	)		(10,243,635	)

Total assets	$	36,137,888		$	36,137,888		$	40,974,535		$	40,974,535

	Level 3:			December 31,			Level 3:			December 31,
	Significant			2016			Significant			2017
	Unobservable			(Audited)			Unobservable			(Audited)
	Inputs			Total			Inputs			Total

Assets
Investment in Sentinel Omaha, LLC	$	38,786,395		$	38,786,395		$	50,106,432		$	50,106,432
Reserve for fair value of investment		(13,575,238	)		(13,575,238	)		(12,526,608	)		(12,526,608	)

Total assets	$	25,211,157		$	25,211,157		$	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 periods ended ~~September 30, 2017~~March 31, 2018 and December 31, ~~2016:~~2017:

Investment in

Reserve for

Sentinel

fair value

Omaha, LLC

of investment

Total

Balance at January 1, 2016
$ 28,891,652 $ (14,445,826 ) $ 14,445,826
Equity in net income of investment
9,894,743 - 9,894,743
Decrease in reserve
- 870,588 870,588
Balance at December 31, 2016
38,786,395 (13,575,238 ) 25,211,157
Equity in net income of investment
9,397,456 - 9,397,456
Decrease in reserve
- 1,529,275 1,529,275
Balance at September 30, 2017
$ 48,183,851 $ (12,045,963 ) $ 36,137,888

~~Table of Contents~~

	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		1,111,737		-			1,111,737
Decrease in reserve		-		2,282,974			2,282,974
Balance at March 31, 2018	$	51,218,169	$	(10,243,634	)	$	40,974,535

~~On September 30, 2015,~~ Omaha refinanced six properties which had been encumbered by a single secured credit facility with a high fixed interest rate. Previously, a refinancing of the secured credit facility would have required significant prepayment penalties which made a refinancing cost prohibitive. On September 30, 2015, the prepayment penalties were reduced enough that combined with stronger valuation rates, each property’s borrowing capacity was sufficient to support a new separate mortgage with enough combined proceeds to pay off the credit facility and the prepayment penalties. The six new mortgages have lower interest rates although the new interest rates are floating rates, which are subject to changes in the credit markets. Omaha is precluded from making distributions to its investors until its unsecured loan iswas paid in full. ~~However, based on~~Omaha’s unsecured loan which as of December 31, 2017 had a ~~review~~balance of $20,859,322 had a maturity date of December 31, 2017. During 2017, Omaha exercised its one option to extend the 2015 property operations and applying the terms of the new mortgages and barring any unforeseen downturn in the real estate and capital markets, the Partnership anticipated Omaha has a more likely than not chancematurity date to improve the operations of the real estate assets, sell the assets at values sufficient to pay off the mortgages and after paying off the unsecured bank loan, make distributions to its investors for a portion of the original capital invested. Therefore, the PartnershipJune 30, 2018. Registrant as of the year ended December 31, ~~2015~~2017 had recognized a value in the Omaha investment equal to ~~the Partnership’s~~Registrant’s 30% portion of the equity reported on Omaha’s balance sheet as of December 31, ~~2015~~2017 less a ~~50%~~25% reserve. During ~~2016,~~ the ~~net operating income reported for Omaha’s properties continued~~first quarter of 2018, Omaha sold its garden apartment property in Asheville, North Carolina and its garden apartment property in Fresno, California. Net sales proceeds were used first to ~~improve which led to an increase in its real estate valuation. Omaha continued to make payments on its unsecured loan. However, Omaha’s mortgages~~paying selling expenses and unsecured loan are encumbered with floating interest rates which have increased during 2016 and 2017. As of the period ended December 31, 2016 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, 2016 less a 35% reserve. Omaha’s unsecured loan which as of September 30, 2017 has a balance of $26,859,322 has a maturity date of December 31, 2017 with one option to extend the maturity date to June 30, 2018. It is unlikely ~~Omaha will be able~~ to pay off the ~~unsecured loan from net operating cash flow or refinancing proceed~~s. Omaha will have to sell one or more of its properties which will reduce its net cash flow from operations which could be available for distribution to its investors after the unsecured loan is paid off. During the nine months ended September 30, 2017 Omaha sold one property located in Daytona, Florida and two properties located in Fayetteville, North Carolina. Net sales proceeds inmortgage securing each ~~transaction were used to first pay off each property’s secured mortgage and remaining net sales~~property. Remaining proceeds were used to ~~pay down~~fully retire the remaining balance of Omaha’s unsecured loan. ~~As of the period ended September 30, 2017 the Partnership has recognized a value in the Omaha investment equal to the Partnership’s 30% portion of the equity reported on Omaha’s balance sheet~~Registrant as of ~~September 30, 2017 less a 25% reserve.~~March 31, 2018 has reduced the reserve to 20%.

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(4)

(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 ~~September 30, 2017~~March 31, 2018 owns 119 multifamily properties in 86 markets. Omaha is an affiliate of the Registrant’s general partner. The investment represents a 30% ownership interest in Omaha.

The following are the condensed financial statements ~~(000~~’s(000’s omitted) of Omaha as of and for the periods ended ~~September 30, 2017~~March 31, 2018 and December 31, ~~2016.~~2017.

	(Unaudited)			(Audited)			(Unaudited)			(Audited)
Balance Sheet	September 30, 2017			December 31, 2016			March 31, 2018			December 31, 2017

Investment in real estate, net	$	364,750		$	378,460		$	296,400		$	368,600
Other assets		15,083			10,749			23,303			10,556
Debt		(214,385	)		(254,913	)		(145,695	)		(207,187	)
Other liabilities		(4,835	)		(5,008	)		(3,281	)		(4,948	)
Net assets	$	160,613		$	129,288
Member's equity							$	170,727		$	167,021


	(Unaudited)			(Unaudited)
Statement of Operations	September 30, 2017			March 31, 2018

Rent and other income	$	31,616		$	9,341
Real estate operating expenses		(16,059	)		(4,761	)
Other expenses		(5,138	)		(1,649	)
Net realized losses		(20,794	)
Net unrealized income		41,700
Net realized gains					9,919
Net unrealized losses					(9,145	)

Net increase in net assets	$	31,325		$	3,705

~~(5)~~(6) LOAN PAYABLE

Loan payable consists of the following:

Annual

Net Carrying Amount

Interest

Installment

Amount Due

September 30,

December 31,

Property

Rate

Maturity Date

Payments

at Maturity

2017

2016

Bank Loan (a):

Note B
0.000 %
Apr-18
- 5,726,590 $ 5,726,590 $ 5,760,473
Less: unamortized finance costs
(12,739 ) (29,118 )

Loan payable
$ 5,713,851 $ 5,731,355

					Annual				Net Carrying Amount
	Interest				Installment		Amount Due		March 31,			December 31,
Property	Rate			Maturity Date	Payments		at Maturity		2018			2017

Bank Loan (a):
Note B		0.000	%	Apr-19		-		5,726,590	$	5,726,590		$	5,726,590
Less: unamortized finance costs										(1,820	)		(7,279	)

Loan payable									$	5,724,770		$	5,719,311

(a)(a)

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.~~$22,000,000. On April 29, 2011, the ~~Partnership~~Holder and ~~Holder~~the Partnership executed a new ~~loan agreement~~Loan Agreement (“Loan Agreement”) on. Registrant paid down a portion of the ~~following terms:~~Loan using the net sales proceeds from the sale of 175 Ambassador Drive in 2011. Registrant made a further pay down, including fully retiring Note A, using the net sales proceeds from the sale of Lino Lakes in 2015. The terms of the remaining bank loan are:

In connection with the execution of the Loan Agreement, the Partnership was required to make an immediate payment to Holder of $11,930,430, reducing the balance due under the unsecured credit facility to $10,069,570. The payment was made from proceeds resulting from the sale of 175 Ambassador Drive. Additional proceeds from the sale were used to pay Holder’s legal and appraisal costs and to fund a reserve account for future tenant improvement and leasing costs, as needed. The remaining outstanding obligation in the amount of $10,069,570 was divided into two notes (“Note A” and “Note B;” together, the “Notes”).

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~~Note A which had a balance of $3,768,751 as of September 18, 2015 was paid off in full using proceeds from the sale of Lino Lakes.~~

Note B in the amount of $5,726,590 has a maturity date of April 29, 2018. The Partnership has three one-year options to extend the maturity date if certain conditions are satisfied. Note B previously accrued interest at an annual fixed rate of 5% but only until all interest and principal had been paid in full on Note A. Accrued interest related to Note B in the amount of $1,335,833 was paid off in full on September 18, 2015 using sales proceeds from the sale of Lino Lakes. Thereafter Note B does not accrue any interest.

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Except as discussed below, payments of principal are deferred until Registrant’s investment in Sentinel Omaha LLC (“Omaha”) pays distributions to the Partnership or the Partnership sells Eagle Lake Business Center IV or its investment in Omaha. Distributions from Omaha or net proceeds from the sale of Eagle IV or Omaha would be used first to pay the outstanding principal balance of Note B. If there are no distributions from Omaha prior to the Note B maturity, principal is due at maturity, subject to the above mentioned extensions.

On January 30, 2018, the Partnership sent notice to Holder to exercise its first one year option to extend the maturity date to April 29, 2019, which Holder has acknowledged.

4)2)

Note B may be voluntarily prepaid upon notice to the Holder, subject to certain requirements as to the application of payments. The Partnership’s obligations under the Notes may be accelerated upon default.

5)3)

On September 17, 2015, the Partnership sold Lino Lakes. An amount of $200,000 of net sales proceeds had been held in reserve pending the expiration of the representations and warranties period as stipulated in the sales contract. On March 15, 2016, the representation and warranties period expired. There were no charges made against this reserve, therefore in March 2016, the $200,000 was used to further pay down the principal balance of the Note B in accordance with the terms of the Loan Agreement. Until the Partnership’s obligations under Note B is satisfied in full, the Partnership is required to pay a portion of its net operating income (after payment of certain permitted expenses), and the net proceeds from the sale, transfer or refinancing of its remaining properties and investments, toward Note B while retaining the other portion to increase cash reserves. On May ~~16, 2016, the partnership paid $26,415 to the Holder to pay down a portion of the outstanding balance of Note B. On May~~ 26, 2017, the partnership paid $33,883 to the Holder to pay down a portion of the outstanding balance of Note B. While the obligation under Note B is outstanding, the Partnership is precluded from making distributions to its partners.

6)4)

The Partnership, its general partner and the Holder also entered into a Management Subordination Agreement accruing a portion of the investment management fee payable by the Partnership to its general partner so long as Note B remains outstanding. As of ~~September 30, 2017~~March 31, 2018 and December 31, ~~2016, $2,805,369~~2017, $3,042,548 and ~~$2,460,857,~~$2,922,943, respectively of investment management fees have been accrued and are included in accrued expenses on the balance sheet.

7)5)

As additional security for the Partnership’s payment of its obligations under the Loan Agreement, the Partnership, through its wholly-owned subsidiary Eagle IV Realty, LLC, has executed a Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Financing Statement (“Eagle IV Security Agreement”) and a Pledge Agreement (“Eagle IV Pledge Agreement”) in favor of Holder. The Eagle IV Security Agreement provides Holder with a security interest on the Partnership’s property located in Maple Grove, Minnesota (“Eagle IV”) of up to $5,000,000. The Eagle IV Pledge Agreement pledges to Holder the Partnership’s membership interest in Eagle IV Realty, LLC, the direct owner of Eagle IV. The Partnership has no other debt obligation secured by Eagle IV. The Loan Agreement also provides for a negative pledge on the Partnership’s remaining property and investment.

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ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS
	OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	FOR THE THREE ~~AND~~ ~~NINE~~MONTHS ENDED ~~SEPTEMBER~~ 30~~, 2017~~MARCH 31, 2018 AND ~~2016~~2017

General

The consolidated financial statements for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2018 and 2017 ~~and 2016~~ reflect the operations of one wholly owned industrial flex property located in Maple Grove, Minnesota and a 30% interest in Omaha.

~~Registrant~~’sRegistrant’s wholly owned property located in Maple Grove, Minnesota is 100% leased to a single tenant whose lease expires October 31, 2019. The tenant has an ongoing option to terminate the lease under certain conditions. One of the conditions is the payment of an early termination penalty the calculation of which is based on the remaining time period in the lease. Another condition is the tenant must provide notice twelve months prior to the termination. As of ~~September 30, 2017,~~March 31, 2018, Registrant has not received any notice from the tenant. 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.

Sentinel Omaha LLC’s portfolio consists of 108 garden apartment properties and one high rise apartment property. Leases generally are for one year or less. Tenants generally pay fixed rent plus utilities used by tenant.

Results of Operations

Total revenues from continuing operations for the three months ended ~~September 30, 2017~~March 31, 2018 increased ~~$6,000~~$7,000 to approximately ~~$272,000~~$274,000 as compared to approximately ~~$266,000~~$267,000 for the three months ended ~~September 30, 2016.~~March 31, 2017. Total revenues increased due to an increase in base rental income and interest income. Base rental income increased $5,000 to approximately ~~$182,000~~$184,000 for the three months ended ~~September 30, 2017~~March 31, 2018 as compared to the same period in ~~2016 due to a scheduled increase in base rent at Registrant’s property located in Maple Grove, MN. Other rental income decreased slightly. Interest income increased slightly.~~

~~The Registrant reported a net loss from operations of approximately $129,000 for the three months ended September 30,~~ 2017 an increase of $9,000 as compared to a net loss from operations of approximately $120,000 for the same period in 2016. Net loss from operations consists of net income from the Maple Grove property offset by partnership income and expenses. The increase of loss from operations was due to higher total expenses partially offset by higher total revenues. Total expenses from operations for 2017 increased $14,000 to approximately $401,000 from approximately $387,000 in 2016, due primarily to increases in real estate operating expenses and management fee expense of $11,000 and $4,000, respectively.

Total revenues from continuing operations for the nine months ended September 30, 2017 increased $16,000 to approximately $807,000 as compared to approximately $791,000 for the nine months ended September 30, 2016. Total revenues increased due to an increase in base rental income. Base rental income increased $16,000 to approximately $540,000 for the nine months ended September 30, 2017 as compared to the same period in 2016 due to an increase in base rent at Registrant’s property located in Maple Grove, MN. Interest income increased due to an increase in interest rates. Other rental income decreased ~~slightly. Interest income increased~~ slightly.

The Registrant reported a net loss from operations of approximately ~~$388,000~~$126,000 for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2018, an improvement of ~~$12,000~~$2,000 as compared to a net loss from operations of approximately ~~$400,000~~$128,000 for the same period in ~~2016.~~2017. 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 due to higher total ~~expenses~~revenues partially offset by higher total ~~revenues.~~expenses. Total expenses from operations for ~~2017~~2018 increased $4,000 to approximately ~~$1,195,000~~$400,000 from approximately ~~$1,191,000~~$396,000 in ~~2016,~~2017, due primarily to an increase in management fee expense of $6,000 partially offset by ~~decreases~~a decrease in ~~real estate operating expenses, real estate taxes and~~ professional ~~fees.~~

~~Table~~fees of ~~Contents~~

10$2,000.

The Registrant has a 30% non-controlling interest in Omaha that is accounted for on a fair value basis. ~~Under the terms of its unsecured bank loan Omaha is precluded from making distributions to its investors, including the Registrant, until its unsecured loan is paid in full.~~ Net increase in net assets decreased ~~$2,457,000~~$7,794,000 to approximately ~~$31,325,000~~$3,705,000 for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2018 compared to net increase in net assets of approximately ~~$33,782,000~~$11,499,000 for the same period in 2016. 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 2014.2017. During 2015 and 2016 capitalization rates for older properties in tertiary markets where Omaha owns most of its properties, generally were lower than for the prior years. Physical and economic occupancy improved at the properties during 2015 and market rates increased during 2016. However, occupancy at two large properties which rely on tenants from a local military base declined due to deployments during 2016. Job growth continued to improve but at a slow pace. For the years 2015 and 2016, as real estate values recovered Omaha reported an increase in the value of its portfolio of $88,512,000. During the nine months ended September 30, 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 pay off each property’s secured ~~mortgage and remaining~~mortgage. Remaining net sales proceeds were used to reduce Omaha’s unsecured loan. During the ~~first nine~~twelve months ofended December 31, 2017, Omaha reported a net increase in the value of its remaining real estate portfolio of ~~$29,965,000.~~$33,815,000. During ~~2016,~~ the quarter ended March 31, 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 pay off each property’s secured mortgage. Remaining net ~~operating income reported for~~sales proceeds were used to pay off Omaha’s ~~properties continued to improve~~ ~~which allowed Omaha to continue to make payments on its~~ unsecured loan. ~~However,~~During the three months ended March 31, 2018, Omaha~~’s mortgages and unsecured loan are encumbered with~~ reported a net increase in the value of its remaining real estate portfolio of $1,075,000.

During 2017 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. Fixed mortgage interest rates ~~which started~~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 ~~increase~~4.15% in early 2017 to 4.35% to 4.50% near the end of ~~2016~~2017. Mortgage interest rates are expected to continue to increase in 2018 as 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 ~~during 2017.~~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.

As noted above, Registrant’s only wholly owned property is 100% leased to a single tenant. If the tenant does not renew or if the tenant exercises its termination option, the Registrant would have no internal source of funds until the space is released to a new tenant or Registrant receives distributions from Sentinel Omaha. Registrant may have to consider that it would be in the best interests of the limited partners to sell its investment in Sentinel 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 ~~which as of September 30, 2017 has~~with an upcoming maturity would have likely realized a ~~balance of $26,859,322 has a maturity date of December 31, 2017.~~sale price for the investment that would be heavily discounted reflecting the unsecured debt risk. However, since Sentinel Omaha has ~~one option to extend~~in the ~~maturity date to June 30, 2018. It is unlikely Omaha will be able to pay~~past two years paid off the unsecured ~~loan from net operating cash flow or refinancing proceeds. Omaha will have~~debt along with improving performance at the properties, the debt risk is estimated to ~~sell one or more of the remaining properties which will reduce its net cash flow from operations which could~~ be ~~available for distribution~~lower. The investment in a 30% non-controlling interest would still be valued at a discount due to the ~~investors after~~lack of liquidity. Registrant will continue to report a reserve on the value of Omaha on its books but due to the payoff of Omaha's unsecured loan in 2017, the reserve is ~~satisfied. 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~~reduced from 25% as of December 31, ~~2015 less a 50% reserve. The improvement in Omaha’s real estate values and operations allowed Registrant~~2017 to ~~reduce the reserve in 2016 to 35%~~20% as of ~~December~~March 31, ~~2016 with further improvement in 2017. Registrant as~~2018.

Table of ~~September 30, 2017 has recognized a value in the Omaha investment equal to Registrant’s 30% portion of the equity reported on Omaha’s balance sheet as of September 30, 2017 less a 25% reserve.~~Contents

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~~’sRegistrant’s latest annual report on Form 10-K. Actual results may differ materially from those contemplated by the forward looking statements.

CRITICAL ACCOUNTING POLICIES

The Registrant’s critical accounting policies are described in its Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2017. There were no significant changes to such policies in ~~2017.~~2018. There are no accounting pronouncements or interpretations that have been issued, but not yet adopted, that Registrant believes will have a material impact on its consolidated financial statements.

Liquidity and Capital Resources

As of ~~September 30, 2017,~~March 31, 2018, the Registrant had cash and cash equivalents of approximately ~~$1,379,000.~~$1,505,000. These balances are approximately ~~$52,000~~$55,000 higher than cash and cash equivalents held on December 31, ~~2016.~~2017. Cash and cash equivalents increased slightly during the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2018 due to cash flow generated from operating activities at Registrant’s wholly owned property partially offset by partnership ~~expenses and pay down of the loan payable.~~expenses.

Currently, Registrant’s only 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 properties’ operating expenses leaving a significant portion of the base rent received available to fund capital improvements and partnership administrative expenses. A portion of any remaining annual cash flow is used to pay down the principal balance of Note B in accordance with the Loan Agreement while the remaining cash income is retained by Registrant as cash reserves. As part of Registrant and the Holder restructuring the bank loan in 2011, Registrant set aside $500,000 in escrow to be held and used only to pay the costs to re-tenant the space at Registrant’s wholly owned property if Registrant’s tenant defaults on its lease or exercises its right to terminate the lease early or fails to renew.

Total outstanding debt at ~~September 30, 2017~~March 31, 2018 consists of Note B at $5,726,590. Under the terms of the Loan Agreement, when Note A was repaid, interest on the Note B stopped accruing. Note B matures April 29, 2018. Registrant has three one-year options to extend the maturity date if certain conditions are satisfied. On January 30, 2018, the Partnership sent notice to Holder to exercise its first one year option to extend the maturity date to April 29, 2019, which Holder has acknowledged. If the Registrant does not have funds on hand sufficient to repay its indebtedness at maturity, the Registrant may need to refinance such indebtedness with new debt financing or provide necessary funds through equity offering(s) or other sources, if available. The Registrant may be unable to obtain a loan which will be sufficient to retire the existing loan. If it is unable to refinance this indebtedness on acceptable terms, the Registrant may be forced to liquidate its remaining assets upon disadvantageous terms, which could result in losses to the Registrant and adversely affect the amount of cash reserves. If general economic conditions result in higher interest rates at a time when the Registrant must refinance its indebtedness, the Registrant's interest expense could increase, which would adversely affect the Registrant's results of operations and financial condition. The Registrant has no other debt except normal trade accounts payable and accrued investment management fees.

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.

~~Registran~~tRegistrant anticipates cash flow generated from the property located in Maple Grove and current cash reserves will be sufficient to cover operating and capital improvement costs and other working capital requirements of the Registrant so long as the tenant remains in place.

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Eagle Lake Business Center IV (Maple Grove, Minnesota)

Total revenues for the three months ended ~~September 30, 2017~~March 31, 2018 increased $5,000 to approximately ~~$270,000~~$271,000 as compared to approximately ~~$265,000~~$266,000 for the three months ended ~~September 30, 2016.~~March 31, 2017. The property reported higher base rental income and slightly lower other rental income. Base rental income was higher in ~~2017~~2018 due to a scheduled increase in the base rent. Net operating income, which includes deductions for depreciation, ~~increased $8,000~~decreased $4,000 for the three months ended ~~September 30, 2017~~March 31, 2018 to approximately ~~$171,000~~$161,000 from approximately ~~$163,000~~$165,000 for the three months ended ~~September 30, 2016~~March 31, 2017 due primarily to higher operating expenses partially offset by higher total ~~revenues combined with lower operating expenses.~~revenues. Operating expenses were ~~lower~~higher due to ~~lower~~higher utilities and repairs ~~expenses and real estate tax.~~expenses.

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~~Total revenues for~~ the nine months ended September 30, 2017 increased $13,000 to approximately $802,000 as compared to approximately $789,000 for the nine months ended September 30, 2016. The property reported higher base rental income and slightly lower other rental income. Base rental income was higher in 2017 due to a scheduled increase in the base rent. Net operating income, which includes deductions for depreciation, increased $21,000 for the nine months ended September 30, 2017 to approximately $494,000 from approximately $473,000 for the nine months ended September 30, 2016 due primarily to higher total revenues combined with lower operating expenses. Operating expenses were lower due to lower utilities expense and real estate tax.

Investment in Sentinel Omaha, LLC

Comparison of three months ended ~~September 30, 2017~~March 31, 2018 to ~~September 30, 2016:~~March 31, 2017:

As of ~~September 30, 2017,~~March 31, 2018, the Omaha portfolio consisted of 119 multi-family properties located in 86 markets.

Omaha’s total revenues for the three months ended ~~September 30, 2017~~March 31, 2018 were approximately ~~$9,867,000.~~$9,341,000. Income before net unrealized income was approximately ~~$3,225,000.~~$2,931,000. Major expenses included approximately ~~$1,554,000~~$1,586,000 for interest expense, ~~$898,000~~$705,000 for repairs and maintenance, ~~$1,286,000~~$1,283,000 for payroll, and ~~$1,212,000~~$1,209,000 for real estate taxes. Omaha reported net unrealized ~~income~~losses of approximately ~~$10,152,000~~$9,145,000 and net realized gains of approximately $9,919,000 resulting in a net increase in net assets of approximately ~~$13,377,000.~~$3,705,000. For the three months ended ~~September 30, 2017,~~March 31, 2018, the Registrant’s 30% equity interest in the ~~net increase in net assets~~income of Omaha was approximately ~~$4,013,000.~~$1,112,000. Registrant ~~recognized a reserve of 25%~~reserves 20% of the reported value of Omaha on its balance ~~sheet.~~ sheet for March 31, 2018.

The reserve for value was adjusted in conjunction with recording the equity income for the quarter ended ~~September 30, 2017.~~March 31, 2018. As a result, Registrant reported net income from equity interest in ~~net increase in net assets~~income of Omaha for the quarter ended ~~September 30, 2017~~March 31, 2018 of ~~$5,219,000.~~$3,395,000.

~~As of September 30, 2016, the Omaha portfolio consisted of 14 multi-family properties located in 10 markets.~~Omaha’s total revenues for the three months ended ~~September 30, 2016~~March 31, 2017 were approximately ~~$11,213,000.~~$11,287,000. Income before net unrealized income was approximately ~~$4,017,000.~~$3,922,000. Major expenses included approximately ~~$1,647,000~~$1,626,000 for interest expense, ~~$1,064,000~~$820,000 for repairs and maintenance, ~~$1,496,000~~$1,664,000 for payroll, and ~~$1,134,000~~$1,342,000 for real estate taxes. Omaha reported net unrealized income of approximately ~~$12,225,000~~$7,577,000 resulting in a net increase in net assets of approximately ~~$16,242,000.~~$11,499,000. For the three months ended ~~September 30, 2016,~~March 31, 2017, the Registrant’s 30% equity interest in the ~~net increase in net assets~~income of Omaha was approximately ~~$4,872,000.~~$3,450,000. Registrant ~~continues to reserve 50%~~reserved 35% of the reported value of Omaha on its balance ~~sheet.~~sheet as of March 31, 2017.

The reserve for value was adjusted in conjunction with recording the equity income for the quarter ended ~~September 30, 2016. As a result, Registrant reported net equity in net increase in net assets of Omaha for the quarter ended September 30, 2016 of $2,436,000.~~

~~Comparison of~~ ~~nine months ended September 30, 2017 to September 30, 2016:~~

~~Omaha~~’s total revenues for the nine months ended September 30, 2017 were approximately $31,616,000. Income before realized losses and net unrealized income was approximately $10,419,000. Major expenses included approximately $4,837,000 for interest expense, $2,694,000 for repairs and maintenance, $4,301,000 for payroll, and $3,952,000 for real estate taxes. Omaha reported realized losses of $20,794,000 and net unrealized income of approximately $41,700,000 resulting in net increase in net assets of approximately $31,325,000. For the nine months ended September 30, 2017, the Registrant’s 30% equity interest in the net increase in net assets of Omaha was approximately $9,397,000. Registrant recognized a reserve of 25% of the reported value of Omaha on its balance sheet. The reserve for value was adjusted in conjunction with recording the equity income for the nine months ended September 30,March 31, 2017. As a result, Registrant reported net income from equity interest in ~~net increase in net assets~~income of Omaha for the ~~nine months~~quarter ended ~~September 30,~~March 31, 2017 of ~~$10,927,000.~~

~~Omaha~~’s total revenues for the nine months ended September 30, 2016 were approximately $32,986,000. Income before net unrealized income was approximately $12,163,000. Major expenses included approximately $4,880,000 for interest expense, $2,811,000 for repairs and maintenance, $4,428,000 for payroll, and $3,345,000 for real estate taxes. Omaha reported net unrealized income of approximately $21,619,000 resulting in net increase in net assets of approximately $33,782,000. For the nine months ended September 30, 2016, the Registrant’s 30% equity interest in the net increase in net assets of Omaha was approximately $10,135,000. Registrant continues to reserve 50% of the reported value of Omaha on its balance sheet. The reserve for value was adjusted in conjunction with recording the equity income for the nine months ended September 30, 2016. As a result, Registrant reported net equity in net increase in net assets of Omaha for the nine months ended September 30, 2016 of $5,067,000.$2,242,000.

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ITEM 3.

None

ITEM 4.

CONTROLS AND PROCEDURES


	(a)	The Chief Executive Officer and the Principal Accounting & Financial Officer of the general partner of SB Partners have evaluated the disclosure controls and procedures relating to the Registrant’s Quarterly Report on Form 10-Q for the period ended ~~September 30, 2017~~March 31, 2018 as filed with the Securities and Exchange Commission and have judged such controls and procedures to be effective.

	(b)	The Chief Executive Officer and the Principal Accounting and Financial Officer of the general partner of SB Partners have evaluated the internal control over financial reporting relating to the Registrant’s Quarterly Report on form 10-Q for the period ended ~~September 30, 2017~~March 31, 2018 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~~ Exhibit No.	Description

31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

~~31.2~~
31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

~~32.1~~
32.1	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

~~32.2~~
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.

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SIGNATURES

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

		SB PARTNERS
		(Registrant)

	By:	SB PARTNERS REAL ESTATE CORPORATION
		General Partner

Dated: ~~November 13, 2017~~May 10, 2018	By:	/s/ George N. Tietjen III
		George N. Tietjen III
		Chief Executive Officer

		Principal Financial & Accounting Officer
Dated: ~~November 13, 2017~~May 10, 2018	By:	/s/ John H. Zoeller
		John H. Zoeller
		Chief Financial Officer