Energy 11 10-Q 9 Nov 15 2015 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Oct. 31, 2015
Document and Entity Information [Abstract]
Entity Registrant Name	Energy 11, L.P.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		2,724,534
Amendment Flag	false
Entity Central Index Key	1,581,552
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Document Period End Date	Sep. 30, 2015
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q3

Balance Sheets (Unaudited)

Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Assets
Cash	$ 24,929,913	$ 94
Deferred offering costs and other assets	0	1,449,930
Deposit for potential acquisition	10,000,000	0
Total Assets	34,929,913	1,450,024
Liabilities and Partners’ Equity (Deficit)
Due to general partner member	29,260	1,232,675
Accounts payable and accrued expenses	366,430	390,000
Total Liabilities	395,690	1,622,675
Limited partners' interest (2,087,389 common units and 0 units issued and outstanding at September 30, 2015 and December 31, 2014, respectively)	34,537,543	(170,924)
General partners' interest	(3,320)	(1,727)
Class B Units (100,000 units and 0 units issued and outstanding at September 30, 2015 and December 31, 2014, respectively)	0	0
Total Partners’ Equity (Deficit)	34,534,223	(172,651)
Total Liabilities and Partners’ Equity (Deficit)	$ 34,929,913	$ 1,450,024

Balance Sheets (Unaudited) (Par

Balance Sheets (Unaudited) (Parentheticals) - shares	Sep. 30, 2015	Dec. 31, 2014
Limited partners' interest, common units issued	2,087,389	0
Limited partners' interest, common units outstanding	2,087,389	0
Class B Units, units issued	100,000	0
Class B Units, units outstanding	100,000	0

Statements of Operations (Unaud

Statements of Operations (Unaudited) - USD ($) shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Revenue	$ 0	$ 0	$ 0	$ 0
Expenses
Management fees	51,095	0	51,095	0
Acquisition related costs	10,249	0	10,249	0
General and administrative expenses	414,622	66,603	573,973	95,478
Operating Loss	(475,966)	(66,603)	(635,317)	(95,478)
Interest Income, Net	10,323	0	10,323	0
Net loss	$ (465,643)	$ (66,603)	$ (624,994)	$ (95,478)
Basic and diluted net loss per common unit (in Dollars per share)	$ (0.62)	$ 0	$ (2.47)	$ 0
Weighted average common units outstanding - basic and diluted (in Shares)	751,688	0	253,316	0

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Cash flow from operating activities:
Net loss	$ (624,994)	$ (95,478)
Changes in operating assets and liabilities:
Accounts payable and accrued expenses	300,690	0
Due to general partner member	(158,641)	95,478
Net cash flow used in operating activities	(482,945)	0
Cash flow from investing activities
Deposit for potential acquisition	(10,000,000)	0
Net cash flow used in investing activities	(10,000,000)	0
Cash flow from financing activities
Net proceeds related to issuance of units	35,629,978	0
Distributions paid to Limited Partners	(217,214)	0
Net cash flow provided by financing activities	35,412,764	0
Increase in cash and cash equivalents	24,929,819	0
Cash and cash equivalents, beginning of period	94	94
Cash and cash equivalents, end of period	24,929,913	94
Supplemental information:
Accrued deferred offering costs and other assets	$ 0	$ 1,270,657

Partnership Organization

Partnership Organization	9 Months Ended
	Sep. 30, 2015
Disclosure Text Block [Abstract]
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]	(1) Partnership Organization Energy 11, L.P. (the “Partnership”) was formed as a Delaware limited partnership. The initial capitalization of the Partnership of $1,000 occurred on July 9, 2013. The Partnership is offering common units of limited partner interest (the “units”) on a “best efforts” basis with the intention of raising up to $2,000,000,000 of capital, consisting of 100,263,158 units. The Partnership’s offering was declared effective by the Securities and Exchange Commission on January 22, 2015. As of August 19, 2015, the Partnership completed the sale of the minimum offering of 1,315,790 units. The subscribers were admitted as Limited Partners of the Partnership at the initial closing. The Partnership’s primary investment objectives are to (i) acquire producing and non-producing oil and gas properties with development potential, and to enhance the value of the properties through drilling and other development activities, (ii) make distributions to the holders of the units, (iii) engage in a liquidity transaction after five – seven years, in which all properties are sold and the sales proceeds are distributed to the partners, merge with another entity, or list the units on a national securities exchange, and (iv) permit holders of units to invest in oil and gas properties in a tax efficient basis. The proceeds from the sale of the units primarily will be used to acquire producing and non-producing oil and natural gas properties onshore in the United States, and to develop those properties. The general partner of the Partnership is Energy 11 GP, LLC (the “General Partner”). The General Partner manages and controls the business affairs of the Partnership. Pursuant to the terms of a management agreement, the Partnership has engaged E11 Management, LLC (the “Manager”), to provide management and operating services regarding substantially all aspects of the Partnership’s operations. David Lerner Associates, Inc. (the “Managing Dealer”), is the dealer Manager for the offering of the units. The Partnership’s fiscal year ends on December 31.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
Significant Accounting Policies [Text Block]	(2) Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with the instructions for Article 10 of Regulation S-X. Accordingly, they do not include all of the information required by accounting principles generally accepted in the United States. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These unaudited financial statements should be read in conjunction with the Partnership’s audited December 31, 2014 financial statements. Operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less. The fair market value of cash and cash equivalents approximates their carrying value. Cash balances may at times exceed federal depository insurance limits. Offering Costs The Partnership is raising capital through an on-going best-efforts offering of units by David Lerner Associates, Inc., the managing underwriter, which receives a selling commission and a marketing expense allowance based on proceeds of the units sold. Additionally, the Partnership has incurred other offering costs including legal, accounting and reporting services. These offering costs are recorded by the Partnership as a reduction of shareholders’ equity. Prior to the commencement of the Partnership’s offering, these costs were deferred and recorded as prepaid expense. As of September 30, 2015, the Partnership had sold 2.1 million units for gross proceeds of $39.7 million and proceeds net of offering costs of $35.6 million. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the US requires the Partnership to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates. Earnings Per Common Unit Basic earnings per common unit is computed as net loss divided by the weighted average number of common units outstanding during the period. Diluted earnings per unit is calculated after giving effect to all potential common units that were dilutive and outstanding for the period. There were no units with a dilutive effect for the three months and nine months ended September 30, 2015 and 2014. As a result, basic and diluted outstanding units were the same.

Oil and Gas Investments

Oil and Gas Investments	9 Months Ended
	Sep. 30, 2015
Oil and Gas Property [Abstract]
Oil and Gas Properties [Text Block]	(3) Oil and Gas Investments On September 15, 2015, the Partnership through a wholly owned subsidiary, entered into an Interest Purchase Agreement (“Purchase Agreement”) by and among Kaiser-Whiting, LLC (“Seller”) and the owners of all the limited liability company interests therein, for the potential purchase of certain of the limited liability company interests in Seller (the “Transferred Interests”) which would result in an 11.5% working interest in approximately 215 existing producing wells and approximately 262 future development locations in the Sanish field located in Mountrail County, North Dakota (collectively, the “Sanish Field Assets”). The Sanish field is part of the Greater Williston Basin where industry activity is focused on development of the prolific Bakken Shale formation. Whiting Petroleum Corporation (“Whiting”), a publicly traded oil and gas company operates the asset on behalf of Seller and other working interest owners. If the Partnership closes on the Purchase Agreement, the Partnership will be a non-operator, with Whiting, the largest producer in this basin, acting as operator. Pursuant to the Purchase Agreement, the cash purchase price for the Transferred Interests consists of (i) an initial $160 million (with the Deposit, as defined below, applied at closing) payable at closing subject to customary adjustments, (ii) an aggregate of $2 million, payable in equal amounts on December 31, 2016 and December 31, 2017 and (iii) a contingent payment of up to $95 million. The contingent payment provides for a sharing between the Partnership and Seller to the extent the NYMEX price for WTI is between $56.61 and $89.00 per barrel. The contingent payment will be calculated as follows: if on December 31, 2017 (the “Measurement Date”) the average of the monthly NYMEX:CL strip prices for future contracts during the delivery period beginning December 31, 2017 and ending December 31, 2022 (the “Measurement Date Average Price”) is greater than $56.61, then the Sellers will be entitled to a contingent payment equal to (a) (i) the lesser of (A) the Measurement Date Average Price and (B) $89.00, minus (ii) $56.61, multiplied by (b) 586,601 bbls per year for each of the five years from 2018 through 2022 represented by the contracts for the entire acquisition. The contingent consideration is capped at $95 million and is to be paid on January 1, 2018. On September 17, 2015, the Partnership funded a deposit of $10 million (the “Deposit”) with the manager of Seller to be applied toward the purchase price at closing or to be released to the owners of Seller if the transaction does not close by the outside closing date due to the Partnership’s breach of the Purchase Agreement. In the event the transaction does not close due to a breach by Sellers or if the aggregate value of any title defects, environmental defects and casualty losses exceeds 10% of the unadjusted initial purchase price, the Deposit will be refunded to the Partnership. If the Partnership does not perform under the contract as a result of diligence review or otherwise breaches the Purchase Agreement, the Sellers’ sole remedy is release of the Deposit to the Sellers. The closing of the Purchase Agreement is subject to the satisfaction of a number of required conditions which currently remain unsatisfied under the Purchase Agreement. Consummation of the acquisition is subject to the Partnership’s satisfactory completion of the review of title, environmental investigations, financial analysis and geological analysis, obtaining sufficient financing to fund the purchase price and other due diligence. Accordingly, there can be no assurance at this time that all of the conditions precedent to consummating the Purchase Agreement will be satisfied, that the Partnership will find the results of diligence investigation acceptable, that the Partnership will be able to obtain sufficient financing on terms reasonably acceptable to the Partnership or that the transaction will be successfully completed.

Capital Contribution and Partne

Capital Contribution and Partners' Equity	9 Months Ended
	Sep. 30, 2015
Partners' Capital Notes [Abstract]
Partners' Capital Notes Disclosure [Text Block]	(4) Capital Contribution and Partners’ Equity At inception the General Partner and organizational limited partner made initial capital contributions totaling $1,000 to the Partnership. Upon closing of the minimum offering the organizational limited partner withdrew its initial capital contribution of $990, the General Partner received Incentive Distribution Rights (defined below), and has been and will be reimbursed for its documented third party out-of-pocket expenses incurred in organizing the Partnership and offering the units. As of August 19, 2015, the Partnership completed its minimum offering of 1,315,790 common units at $19.00 per common unit. As of September 30, 2015, the Partnership had completed the sale of a total of 2,087,389 common units at $19.00 per common unit for total gross proceeds of $39,660,391 and proceeds net of selling commissions and marketing expenses of $37,280,768. The Partnership intends to continue to raise capital through its “best-efforts” offering of units by the Managing Dealer at $19.00 per common unit until it raises gross proceeds of $100 million at which time the price per common unit will increase to $20.00. Under the agreement with the Managing Dealer, the Managing Dealer receives a total of 6% in selling commissions and a marketing expense allowance based on gross proceeds of the units sold. The Managing Dealer will also be paid a contingent incentive fee which is a cash payment of up to an amount equal to 4% of gross proceeds of the units sold as outlined in the prospectus based on the performance of the Partnership. Based on the units sold through September 30, 2015 the total contingent fee is approximately $1.6 million. Upon entering into the management agreement with the Manager on August 19, 2015, the Partnership issued 100,000 class B units to the Manager. The class B units provide certain distribution rights to the Manager described below. Prior to “Payout,” which is defined below, all of the distributions made by the Partnership, if any, will be paid to the holders of units. Accordingly, the Partnership will not make any distributions with respect to the Incentive Distribution Rights or with respect to class B units and will not make the contingent, incentive payments to the Managing Dealer, until Payout occurs. The Partnership Agreement provides that Payout occurs on the day when the aggregate amount distributed with respect to each of the units equals $20.00 plus the Payout Accrual. The Partnership Agreement defines “Payout Accrual” as 7% per annum simple interest accrued monthly until paid on the Net Investment Amount outstanding from time to time. The Partnership Agreement defines Net Investment Amount initially as $20.00 per Unit, regardless of the amount paid for the Unit. If at any time the Partnership distributes to holders of units more than the Payout Accrual, the amount the Partnership distributes in excess of the Payout Accrual will reduce the Net Investment Amount. All distributions made by the Partnership after Payout, which may include all or a portion of the proceeds of the sale of all or substantially all of the Partnership’s assets, will be made as follows: · First, 35% to the holders of the Incentive Distribution Rights, 35% to the holders of the class B units and 30% to the Managing Dealer as its contingent, incentive fee until the Managing Dealer receives incentive fees equal to 4% of the gross proceeds of the offering of common units; and then · Thereafter, 35% to the holders of the Incentive Distribution Rights, 35% to the holders of the class B units and 30% to the holders of the units. All items of income, gain, loss and deduction will be allocated to each Partner’s capital account in a manner generally consistent with the distribution procedures outlined above. During the three and nine months ended September 30, 2015, the Partnership paid distributions of $0.138082 per unit or $217,214.

Transactions with Related Parti

Transactions with Related Parties	9 Months Ended
	Sep. 30, 2015
Related Party Transactions [Abstract]
Related Party Transactions Disclosure [Text Block]	(5) Transactions with Related Parties The Partnership has, and is expected to continue to engage in, significant transactions with related parties. These transactions cannot be construed to be at arm’s length and the results of the Partnership’s operations may be different than if conducted with non-related parties. The General Partner’s Board of Directors will oversee and review the Partnership’s related party relationships and are required to approve any significant modifications, as well as any new significant related party transactions. Subsequent to completing the minimum offering, the Partnership reimbursed a member of the General Partner approximately $1.5 million for offering related costs that had been paid by the member of the General Partnership.

Management Agreement

Management Agreement	9 Months Ended
	Sep. 30, 2015
Contractors [Abstract]
Long-term Contracts or Programs Disclosure [Text Block]	(6) Management Agreement At the initial closing of the sale of common units, the Partnership entered into a management services agreement to provide management and operating services regarding substantially all aspects of the Partnership. The Manager is an indirect, wholly-owned subsidiary of American Energy Partners, L.P. The Manager is not an affiliate of the Partnership or the General Partner. Under the Management Agreement, the Manager will provide management and other services to the Partnership including the following: · Identifying producing and non-producing properties that the Partnership may consider acquiring, and assisting in evaluation, contracting for and acquiring these properties and managing the development of these properties; · Operating, or causing one of its affiliates to operate, on the Partnership’s behalf, any properties in which the Partnership interest in the property is sufficient to appoint the operator; · Overseeing the operations on properties the Partnership acquires that are operated by persons other than the Manager, including recommending whether the Partnership should participate in the development of such properties by the operators of the properties; and · Assisting in establishing cash management and risk management programs, receiving the revenues on the Partnership’s behalf from the sale of production from the Partnership’s properties and paying operating expenses and approved capital expenses with respect to such properties. The Management Agreement provides that the Partnership will direct the services provided to it under the Management Agreement, and that the Manager will determine the means or method by which those directions are carried out. The Management Agreement provides that the Manager will conduct the day-to-day operations of the Partnership’s business as provided in budgets that the Manager will prepare and the Partnership will have the right to approve. The Management Agreement also contains a list of activities in which the Manager will not engage without the Partnership’s prior approval. The Manager will be reimbursed for certain costs directly related to the Partnership and will be paid a monthly general and administrative expense compensation amount (“Monthly G&A Expense Amount”) at an annual rate that will be 1.75% of the net proceeds from the sale of common units, less commissions, marketing fee and offering and organization expense, plus the amount of outstanding indebtedness, which is referred to as the reimbursement base, for the first six months following the initial closing. Thereafter, the Monthly G&A Expense Amount will be at an annual rate of 3.5% of the reimbursement base and will reduce to an annual rate of 2% of the reimbursement base over time. In addition, pursuant to the Partnership Agreement, concurrently with the initial closing of the sale of common units pursuant to this offering, 100,000 class B were issued to the Manager. Subject to certain exceptions, the Management agreement will remain in effect as long as the Partnership holds any assets. For the three and nine months ended September 30, 2015, the Partnership incurred fees of approximately $51,000 and reimbursable costs of approximately $200,000 under the management agreement.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2015
Subsequent Events [Abstract]
Subsequent Events [Text Block]	(7) Subsequent Events In October 2015, the Partnership declared and paid $280,226, or $0.134247 per outstanding common unit, in distributions to its holders of common units. In October 2015, the Partnership closed on the issuance of approximately 637,145 units through its ongoing best efforts offering, representing gross proceeds to the Partnership of approximately $12.1 million and proceeds net of selling and marketing costs of approximately $11.4 million.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
Basis of Accounting, Policy [Policy Text Block]	Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with the instructions for Article 10 of Regulation S-X. Accordingly, they do not include all of the information required by accounting principles generally accepted in the United States. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These unaudited financial statements should be read in conjunction with the Partnership’s audited December 31, 2014 financial statements. Operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015.
Cash and Cash Equivalents, Policy [Policy Text Block]	Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less. The fair market value of cash and cash equivalents approximates their carrying value. Cash balances may at times exceed federal depository insurance limits.
Deferred Charges, Policy [Policy Text Block]	Offering Costs The Partnership is raising capital through an on-going best-efforts offering of units by David Lerner Associates, Inc., the managing underwriter, which receives a selling commission and a marketing expense allowance based on proceeds of the units sold. Additionally, the Partnership has incurred other offering costs including legal, accounting and reporting services. These offering costs are recorded by the Partnership as a reduction of shareholders’ equity. Prior to the commencement of the Partnership’s offering, these costs were deferred and recorded as prepaid expense. As of September 30, 2015, the Partnership had sold 2.1 million units for gross proceeds of $39.7 million and proceeds net of offering costs of $35.6 million.
Use of Estimates, Policy [Policy Text Block]	Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the US requires the Partnership to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates.
Earnings Per Share, Policy [Policy Text Block]	Earnings Per Common Unit Basic earnings per common unit is computed as net loss divided by the weighted average number of common units outstanding during the period. Diluted earnings per unit is calculated after giving effect to all potential common units that were dilutive and outstanding for the period. There were no units with a dilutive effect for the three months and nine months ended September 30, 2015 and 2014. As a result, basic and diluted outstanding units were the same.

Partnership Organization (Detai

Partnership Organization (Details) - USD ($)	Jul. 09, 2013	Sep. 30, 2015	Sep. 30, 2015
Partnership Organization (Details) [Line Items]
Limited Liability Company or Limited Partnership, Business, Formation State	Delaware
Partners' Capital Account, Contributions	$ 1,000
Subsidiary of Limited Liability Company or Limited Partnership, Business Purpose			(i) acquire producing and non-producing oil and gas properties with development potential, and to enhance the value of the properties through drilling and other development activities, (ii) make distributions to the holders of the units, (iii) engage in a liquidity transaction after five – seven years, in which all properties are sold and the sales proceeds are distributed to the partners, merge with another entity, or list the units on a national securities exchange, and (iv) permit holders of units to invest in oil and gas properties in a tax efficient basis. The proceeds from the sale of the units primarily will be used to acquire producing and non-producing oil and natural gas properties onshore in the United States, and to develop those properties
Limited Liability Company or Limited Partnership, Managing Member or General Partner, Name			E11 Management, LLC
Best-Efforts Offering [Member]
Partnership Organization (Details) [Line Items]
Total amount of Unit offering		$ 2,000,000,000
Total amount of Units offered		100,263,158
Minimum Unit Offering		1,315,790

Summary of Significant Accoun15

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		8 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2015	Sep. 30, 2014
Summary of Significant Accounting Policies (Details) [Line Items]
Proceeds, Net of Offering Costs, from Issuance of Common Limited Partners Units (in Dollars)				$ 35,629,978	$ 0
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0	0		0	0
Best-Efforts Offering [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Partners' Capital Account, Units, Sale of Units			2,087,389
Proceeds from Issuance of Common Limited Partners Units (in Dollars)			$ 39,660,391
Proceeds, Net of Offering Costs, from Issuance of Common Limited Partners Units (in Dollars)			$ 35,600,000

Oil and Gas Investments (Detail

Oil and Gas Investments (Details) - USD ($)	Sep. 15, 2015	Sep. 30, 2015	Sep. 17, 2015	Dec. 31, 2014
Oil and Gas Investments (Details) [Line Items]
Deposit Assets (in Dollars)		$ 10,000,000		$ 0
Sanish Field Located in Mountrail County, North Dakota [Member]
Oil and Gas Investments (Details) [Line Items]
Working Interest	11.50%
Productive Oil Wells, Number of Wells, Gross	215
Oil Wells, Future Development Locations	262
Oil Wells Purchase Agreement, Purchase Price Description	(i) an initial $160 million (with the Deposit, as defined below, applied at closing) payable at closing subject to customary adjustments, (ii) an aggregate of $2 million, payable in equal amounts on December 31, 2016 and December 31, 2017 and (iii) a contingent payment of up to $95 million. The contingent payment provides for a sharing between the Partnership and Seller to the extent the NYMEX price for WTI is between $56.61 and $89.00 per barrel. The contingent payment will be calculated as follows: if on December 31, 2017 (the “Measurement Date”) the average of the monthly NYMEX:CL strip prices for future contracts during the delivery period beginning December 31, 2017 and ending December 31, 2022 (the “Measurement Date Average Price”) is greater than $56.61, then the Sellers will be entitled to a contingent payment equal to (a) (i) the lesser of (A) the Measurement Date Average Price and (B) $89.00, minus (ii) $56.61, multiplied by (b) 586,601 bbls per year for each of the five years from 2018 through 2022 represented by the contracts for the entire acquisition. The contingent consideration is capped at $95 million and is to be paid on January 1, 2018.
Deposit Assets (in Dollars)			$ 10,000,000

Capital Contribution and Part17

Capital Contribution and Partners' Equity (Details) - USD ($)	Jul. 09, 2013	Sep. 30, 2015	Sep. 30, 2015	Sep. 30, 2015	Sep. 30, 2014
Capital Contribution and Partners' Equity (Details) [Line Items]
Partners' Capital Account, Contributions	$ 1,000
Partners' Capital Account, Return of Contribution Upon Minimum Offering				$ 990
Managing Dealer, Selling Commissions, Percentage				6.00%
Managing Dealer, Maximum Contingent Incentive Fee on Gross Proceeds, Percentage				4.00%
Managing Dealer, Maximum Contingent Incentive Fee on Gross Proceeds		$ 1,600,000	$ 1,600,000	$ 1,600,000
Class B Units Issued to Manager (in Shares)				100,000
Key Provisions of Operating or Partnership Agreement, Description				The Partnership Agreement provides that Payout occurs on the day when the aggregate amount distributed with respect to each of the units equals $20.00 plus the Payout Accrual. The Partnership Agreement defines “Payout Accrual” as 7% per annum simple interest accrued monthly until paid on the Net Investment Amount outstanding from time to time. The Partnership Agreement defines Net Investment Amount initially as $20.00 per Unit, regardless of the amount paid for the Unit. If at any time the Partnership distributes to holders of units more than the Payout Accrual, the amount the Partnership distributes in excess of the Payout Accrual will reduce the Net Investment Amount.All distributions made by the Partnership after Payout, which may include all or a portion of the proceeds of the sale of all or substantially all of the Partnership’s assets, will be made as follows:· First, 35% to the holders of the Incentive Distribution Rights, 35% to the holders of the class B units and 30% to the Managing Dealer as its contingent, incentive fee until the Managing Dealer receives incentive fees equal to 4% of the gross proceeds of the offering of common units; and then· Thereafter, 35% to the holders of the Incentive Distribution Rights, 35% to the holders of the class B units and 30% to the holders of the units.All items of income, gain, loss and deduction will be allocated to each Partner’s capital account in a manner generally consistent with the distribution procedures outlined above.
Distribution Made to Limited Partner, Distributions Paid, Per Unit (in Dollars per share)		$ 0.138082		$ 0.138082
Distribution Made to Limited Partner, Cash Distributions Paid		$ 217,214		$ 217,214	$ 0
Best-Efforts Offering [Member]
Capital Contribution and Partners' Equity (Details) [Line Items]
Minimum Unit Offering (in Shares)			1,315,790
Partners Capital Account, Units Sold, Price Per Unit (in Dollars per share)			$ 19
Partners' Capital Account, Units, Sale of Units (in Shares)			2,087,389
Proceeds from Issuance of Common Limited Partners Units			$ 39,660,391
Proceeds, Net of Selling Commissions and Marketing Expenses, from Issuance of Common Limited Partners Units			$ 37,280,768
Partners' Capital Account, Description of Units Sold			The Partnership intends to continue to raise capital through its “best-efforts” offering of units by the Managing Dealer at $19.00 per common unit until it raises gross proceeds of $100 million at which time the price per common unit will increase to $20.00.

Transactions with Related Par18

Transactions with Related Parties (Details) $ in Millions	9 Months Ended
	Sep. 30, 2015USD ($)
Reimbursement of Offering Related Cost [Member] | General Partner [Member]
Transactions with Related Parties (Details) [Line Items]
General Partner Reimbursement	$ 1.5

Management Agreement (Details)

Management Agreement (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Contractors [Abstract]
Reimbursable Costs on Long Term Contracts or Programs, Description			The Manager will be reimbursed for certain costs directly related to the Partnership and will be paid a monthly general and administrative expense compensation amount (“Monthly G&A Expense Amount”) at an annual rate that will be 1.75% of the net proceeds from the sale of common units, less commissions, marketing fee and offering and organization expense, plus the amount of outstanding indebtedness, which is referred to as the reimbursement base, for the first six months following the initial closing. Thereafter, the Monthly G&A Expense Amount will be at an annual rate of 3.5% of the reimbursement base and will reduce to an annual rate of 2% of the reimbursement base over time. In addition, pursuant to the Partnership Agreement, concurrently with the initial closing of the sale of common units pursuant to this offering, 100,000 class B were issued to the Manager.
Class B Units Issued to Manager (in Shares)			100,000
Owned Property Management Costs	$ 51,095	$ 0	$ 51,095	$ 0
Owned Property, Reimbursable Management Costs	$ 200,000		$ 200,000

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	1 Months Ended	3 Months Ended	8 Months Ended	9 Months Ended
	Oct. 31, 2015	Sep. 30, 2015	Sep. 30, 2015	Sep. 30, 2015	Sep. 30, 2014
Subsequent Events (Details) [Line Items]
Distribution Made to Limited Partner, Cash Distributions Paid		$ 217,214		$ 217,214	$ 0
Distribution Made to Limited Partner, Distributions Paid, Per Unit (in Dollars per share)		$ 0.138082		$ 0.138082
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Distribution Made to Limited Partner, Cash Distributions Paid	$ 280,226
Distribution Made to Limited Partner, Distributions Paid, Per Unit (in Dollars per share)	$ 0.134247
Best-Efforts Offering [Member]
Subsequent Events (Details) [Line Items]
Proceeds from Issuance of Common Limited Partners Units			$ 39,660,391
Proceeds, Net of Selling Commissions and Marketing Expenses, from Issuance of Common Limited Partners Units			$ 37,280,768
Best-Efforts Offering [Member] | Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Partners' Capital Account, Units, Sold in Private Placement (in Shares)	637,145
Proceeds from Issuance of Common Limited Partners Units	$ 12,100,000
Proceeds, Net of Selling Commissions and Marketing Expenses, from Issuance of Common Limited Partners Units	$ 11,400,000