Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2017shares | |
Document And Entity Information | |
Entity Registrant Name | DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP |
Entity Central Index Key | 825,788 |
Document Type | 10-Q |
Document Period End Date | Sep. 30, 2017 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Smaller Reporting Company |
Entity Common Stock, Shares Outstanding | 0 |
Trading Symbol | DIVXZ |
Document Fiscal Period Focus | Q3 |
Document Fiscal Year Focus | 2,017 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
INVESTMENT PROPERTIES: (Note 2) | ||
Land | $ 2,527,947 | $ 2,527,947 |
Buildings | 4,101,067 | 4,101,067 |
Accumulated depreciation | (3,714,263) | (3,621,157) |
Net investment properties | 2,914,751 | 3,007,857 |
OTHER ASSETS: | ||
Cash | 136,683 | 200,369 |
Cash held in Indemnification Trust (Note 8) | 457,820 | 454,692 |
Security deposits escrow | 64,473 | 64,355 |
Rents and other receivables | 331,953 | 581,324 |
Deferred tenant award proceeds escrow | 90,994 | 107,095 |
Prepaid insurance | 662 | 11,135 |
Utility deposit | 6,530 | 6,530 |
Properties held for sale | 317,151 | 317,151 |
Deferred charges, net | 216,612 | 113,787 |
Total other assets | 1,622,878 | 1,856,438 |
Total assets | 4,537,629 | 4,864,295 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 39,412 | 25,399 |
Property tax payable | (1,578) | |
Due to General Partner (Note 5) | 1,009 | 1,242 |
Deferred rent | 89,617 | 106,077 |
Security deposits | 64,340 | 64,340 |
Unearned rental income | 6,013 | 5,000 |
Total current liabilities | 198,813 | 202,058 |
CONTINGENCIES AND COMMITMENTS (Notes 7 and 8) | ||
General Partner - | ||
Cumulative net income (retained earnings) | 362,222 | 358,441 |
Cumulative cash distributions | (150,211) | (148,698) |
Total general partners' capital | 212,011 | 209,743 |
Limited Partners (46,280.3 interests outstanding at September 30, 2017 and December 31, 2016) | ||
Capital contributions | 46,280,300 | 46,280,300 |
Offering Costs | (6,921,832) | (6,921,832) |
Cumulative net income (retained earnings) | 42,225,834 | 41,851,523 |
Cumulative cash distributions | (76,617,268) | (75,917,268) |
Total limited partners' capital | 4,967,034 | 5,292,723 |
Former General Partner - | ||
Cumulative net income (retained earnings) | 707,513 | 707,513 |
Cumulative cash distributions | (1,547,742) | (1,547,742) |
Total former general partners' capital | (840,229) | (840,229) |
Total partners' capital | 4,338,816 | 4,662,237 |
Total liabilities and partners' capital | $ 4,537,629 | $ 4,864,295 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - shares | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 |
Statement of Financial Position [Abstract] | |||
Limited Partners' capital account, interests outstanding | 46,280.3 | 46,280.3 | 46,280.3 |
Condensed Statements of Income
Condensed Statements of Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
OPERATING REVENUES: | ||||
Rental income (Note 4) | $ 464,430 | $ 455,430 | $ 1,000,338 | $ 989,671 |
TOTAL OPERATING REVENUES | 464,430 | 455,430 | 1,000,338 | 989,671 |
EXPENSES: | ||||
Partnership management fees (Note 5) | 67,668 | 66,825 | 202,442 | 200,421 |
Insurance | 1,465 | 1,465 | 4,177 | 4,397 |
General and administrative | 17,126 | 14,957 | 46,246 | 47,750 |
Advisory Board fees and expenses | 2,625 | 2,625 | 7,875 | 7,875 |
Professional services | 79,349 | 38,697 | 235,589 | 232,767 |
Depreciation | 31,036 | 31,036 | 93,106 | 93,106 |
Amortization | 11,484 | 6,144 | 23,995 | 18,432 |
TOTAL OPERATING EXPENSES | 210,753 | 161,749 | 613,430 | 604,748 |
OTHER INCOME | ||||
Other interest income | 2,256 | 1,239 | 4,101 | 3,611 |
Note receivable interest income (Note 9) | 385 | 1,996 | ||
TOTAL OTHER INCOME | 2,256 | 1,624 | 4,101 | 5,607 |
INCOME FROM CONTINUING OPERATIONS | 255,933 | 295,305 | 391,009 | 390,530 |
(LOSS) INCOME FROM DISCONTINUED OPERATIONS (Note 2) | (3,728) | 17,606 | (12,917) | 50,317 |
NET INCOME | 252,205 | 312,911 | 378,092 | 440,847 |
NET INCOME- GENERAL PARTNER | 2,522 | 3,129 | 3,781 | 4,408 |
NET INCOME- LIMITED PARTNERS | 249,683 | 309,782 | 374,311 | 436,439 |
NET INCOME | $ 252,205 | $ 312,911 | $ 378,092 | $ 440,847 |
PER LIMITED PARTNERSHIP INTEREST, Based on 46,280.3 interests outstanding: | ||||
INCOME FROM CONTINUING OPERATIONS | $ 5.47 | $ 6.32 | $ 8.36 | $ 8.35 |
(LOSS) INCOME FROM DISCONTINUED OPERATIONS | (0.08) | 0.38 | (0.28) | 1.08 |
NET INCOME PER LIMITED PARTNERSHIP INTEREST | $ 5.39 | $ 6.7 | $ 8.08 | $ 9.43 |
Condensed Statements of Income5
Condensed Statements of Income (Loss) (Unaudited) (Parenthetical) - shares | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 |
Income Statement [Abstract] | |||
Limited Partners' capital account, interests outstanding | 46,280.3 | 46,280.3 | 46,280.3 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income from continuing operations | $ 391,009 | $ 390,530 |
Adjustments to reconcile net income to net cash from operating activities: | ||
Depreciation and amortization | 117,101 | 111,538 |
Decrease in rents and other receivables | 249,371 | 226,808 |
Increase in security deposit escrow | (118) | (235) |
Increase in property tax cash escrow | (8,325) | |
Decrease in prepaid insurance | 10,473 | 4,396 |
Increase in leasing commission | (126,820) | (9,009) |
Increase in accounts payable and accrued expenses | 14,013 | 4,070 |
(Decrease) Increase in property tax payable | (1,578) | 8,325 |
Decrease in deferred award escrow | (359) | (2,382) |
Decrease in due to General Partner | (233) | (164) |
Increase in unearned rental income | 1,013 | |
Cash from discontinued operations - operating activities | (12,917) | 60,591 |
Net cash from operating activities | 640,955 | 786,053 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Note receivable, principal payment received | 46,481 | |
Interest applied to Indemnification Trust account | (3,128) | (1,521) |
Net cash (used in) provided by investing activities | (3,128) | 44,960 |
CASH FLOWS USED IN FINANCING ACTIVITIES: | ||
Cash distributions to Limited Partners | (700,000) | (830,000) |
Cash distributions to General Partner | (1,513) | (1,764) |
Net cash used in financing activities | (701,513) | (831,764) |
NET DECREASE IN CASH | (63,686) | (751) |
CASH AT BEGINNING OF YEAR | 200,369 | 246,791 |
CASH AT END OF YEAR | 136,683 | 246,040 |
CASH PAID FOR INTEREST | ||
CASH PAID FOR TAXES | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES |
Organization and Significant Ac
Organization and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Significant Accounting Policies | 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES: The Partnership was formed on November 20, 1987, pursuant to the Uniform Limited Partnership Act of the State of Wisconsin. The initial capital, contributed during 1987, consisted of $300, representing aggregate capital contributions of $200 by the former general partners and $100 by the initial limited partner. A subsequent offering of limited partnership interests closed on February 22, 1990, with 46,280.3 limited partnership interests having been sold in that offering, resulting in total proceeds to the Partnership, net of underwriting compensation and other offering costs, of $39,358,468. The Partnership is currently engaged in the business of owning and operating its investment portfolio of commercial real estate properties (each a “Property”, and collectively, the “Properties”). The Properties are leased on a triple net basis to, and operated by, franchisees of national, regional, and local retail chains primarily under long-term leases. The lessees are operators of fast food, family style, and casual/theme restaurants. As of September 30, 2017, the Partnership owned eleven Properties, which are located in a total of four states. The Partnership is scheduled to be dissolved on November 30, 2020, or earlier upon the prior occurrence of any of the following events: (a) the disposition of all its Properties; (b) the written determination by the General Partner, that the Partnership’s assets may constitute “plan assets” for purposes of ERISA; (c) the approval by limited partners owning a majority of the outstanding limited partner interests to dissolve the Partnership; or (d) the dissolution, bankruptcy, death, withdrawal, or incapacity of the last remaining General Partner, unless an additional General Partner is elected previously by the limited partners. During the second or third quarters of the eight odd numbered years from 2001 through 2015, consent solicitations were circulated to the Partnership’s limited partners which, if approved by the limited partners, would have authorized the General Partner to initiate the potential sale of all of the Properties and the dissolution of the Partnership (each a “Consent”). Limited partners owning a majority of the outstanding limited partnership interests did not vote in favor of any of the Consents. Again, on or about June 15, 2017, a consent solicitation was circulated to the limited partners (the “2017 Consent”), which if approved would have authorized the sale of all of the Properties and the dissolution of the Partnership. Limited partners holding more than a majority of the outstanding limited partnership interests did not vote in favor of the 2017 Consent, and therefore the Partnership will continue to operate as a going concern. Significant Accounting Policies Rental revenue from the Properties is recognized on a straight-line basis over the term of the respective lease. Percentage rents are only accrued when the tenant has reached the sales breakpoint stipulated in the lease. Rents and other receivables are comprised of billed but uncollected amounts due for monthly rents and other charges, and amounts due for scheduled rent increases for which rentals have been earned and will be collected in the future under the terms of the leases. Receivables are recorded at management’s estimate of the amounts that will be collected. Based on an analysis of specific accounts and historical experience, as of September 30, 2017, and December 31, 2016, there was $0 recorded as allowance for doubtful accounts. The Partnership considers its operations to be in only one segment, the operation of a portfolio of commercial real estate leased on a triple net basis, and therefore no segment disclosure is made. Depreciation of the Properties are provided on a straight-line basis over the estimated useful lives of the buildings and improvements. Deferred charges represent leasing commissions paid when the Properties are leased and upon the negotiated extension of a lease. Leasing commissions are capitalized and amortized over the term of the lease. As of September 30, 2017, and December 31, 2016, accumulated amortization amounted to $210,845 and $186,850, respectively. Fully amortized deferred charges of $183,021, including related accumulated amortization, were removed from the balance sheets as of December 31, 2016. Deferred tenant award proceeds escrow represents the portion of the award proceeds from the County of Charleston’s partial taking of a portion of the Mt. Pleasant, South Carolina Property in 2011. We have been paying a portion of those award proceeds to the tenant ratably over 99 months starting August 1, 2013, in the form of a monthly rent reduction provided that the tenant continues to lease the Property without default. The Partnership generally maintains cash in federally insured accounts which, at times, may exceed federally insured limits. The Partnership has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk. Financial instruments that potentially subject the Partnership to significant concentrations of credit risk consist primarily of cash investments and leases. Additionally, as of September 30, 2017, eight of the Partnership’s eleven Properties are leased to three significant tenants, Wendgusta, LLC (“Wendgusta”), Wendcharles I, LLC (“Wendcharles I”) and Wendcharles II, LLC (“Wendcharles II”), all three of whom are Wendy’s restaurant franchisees. The property leases for the three tenants comprised approximately 51%, 17% and 9%, respectively, of the total operating base rents reflected as of September 30, 2017. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities (and disclosure of contingent assets and liabilities) at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Assets disposed of or deemed to be classified as held for sale require the reclassification of current and previous years’ operations to discontinued operations in accordance with GAAP applicable to “Accounting for the Impairment or Disposal of Long Lived Assets”. As such, prior year operating results for those properties considered as held for sale or properties no longer considered for sale have been reclassified to conform to the current year presentation without affecting total income. When properties are considered held for sale, depreciation of the properties is discontinued, and the properties are valued at the lower of the depreciated cost or fair value, less costs to dispose. If circumstances arise that were previously considered unlikely, and, as a result, the property previously classified as held for sale is no longer to be sold, the property is reclassified as held and used. Such property is measured at the lower of its carrying amount (adjusted for any depreciation and amortization expense that would have been recognized had the property been continuously classified as held and used) or fair value at the date of the subsequent decision not to sell. Assets are classified as held for sale, generally, when all criteria within GAAP applicable to “Accounting for the Impairment or Disposal of Long Lived Assets” have been met. The Partnership periodically reviews its long-lived assets, primarily real estate, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Partnership’s review involves comparing current and future operating performance of the assets, the most significant of which is undiscounted operating cash flows, to the carrying value of the assets. Based on this analysis, a provision for possible loss is recognized, if any. There were no adjustments to carrying values for the three or nine month periods ended September 30, 2017 and 2016. The Financial Accounting Standards Board (“FASB”) guidance on “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measures required under other accounting pronouncements, but does not change existing guidance as to whether or not an instrument is carried at fair value. The adoption of the provisions of this FASB issuance, with respect to nonrecurring fair value measurements of nonfinancial assets and liabilities, including (but not limited to) the valuation of reporting units for the purpose of assessing goodwill impairment and the valuation of property and equipment when assessing long-lived asset impairment, did not have a material impact on how the Partnership estimated its fair value measurements but did result in increased disclosures about fair value measurements in the Partnership’s financial statements as of and for the nine month period ended September 30, 2017 and the year ended December 31, 2016. See Note 10 for further disclosure. GAAP applicable to disclosure about fair value of financial instruments requires entities to disclose the fair value of all financial assets and liabilities for which it is practicable to estimate. Fair value is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The General Partner believes that the carrying value of the Partnership’s assets (exclusive of the Properties) and liabilities approximate fair value due to the relatively short maturity of these instruments. No provision for federal income taxes has been made, as any liability for such taxes would be that of the individual partners rather than of the Partnership. The Partnership is not subject to federal income tax because its income and losses are includable in the tax returns of its partners, but may be subject to certain state taxes. FASB has provided guidance for how uncertain tax positions should be recognized, measured, disclosed and presented in the financial statements. This requires the evaluation of tax positions taken or expected to be taken in the course of preparing the entity’s tax returns to determine whether the tax positions are more-likely-than-not of being sustained when challenged or when examined by the applicable taxing authority. Management has determined that there were no material uncertain income tax positions. Tax returns filed by the Partnership generally are subject to examination by U.S. and state taxing authorities for the years ended after December 31, 2013. |
Investment Properties and Prope
Investment Properties and Properties Held for Sale | 9 Months Ended |
Sep. 30, 2017 | |
Real Estate [Abstract] | |
Investment Properties and Properties Held for Sale | 2. INVESTMENT PROPERTIES AND PROPERTIES HELD FOR SALE: The total cost of the Properties includes the original purchase price plus acquisition fees and other capitalized costs paid to an affiliate of the former general partners of the Partnership. As of September 30, 2017, the Partnership owned eleven Properties that contained fully constructed fast-food/casual dining restaurant restaurants. The following are operated by tenants at the Properties: eight separate Wendy’s restaurants, an Applebee’s restaurant, and a KFC restaurant. . As of November 6, 2016, the Property in Martinez, GA was vacant, and as of December 15, 2016, this Property was held for sale. The Properties are located in a total of four states. Effective September 1, 2017, the tenant for the Property operated as an Applebee’s restaurant signed a ten year lease renewal for that Property. The prior lease expiration date for that Property was October 31, 2018 and, following the lease renewal, the new lease expiration date is August 31, 2027. The lease for that Property now provides for a monthly rent of $11,500 and a percentage rent of 6% over $2,300,000 in annual sales. The lease now also includes a single option to extend the lease for an additional five years, which can be exercised by the tenant with 90 days written notice. The lease terms provide that if the extension option is exercised, monthly rent during that period will be $13,915 and the percentage rent breakpoint of 6% will be for over $2,500,000 in annual sales. Discontinued Operations During the three-month periods ended September 30, 2017 and 2016, the Partnership recognized (loss) or income from discontinued operations of $(3,728) and $17,606, respectively. During the nine-month periods ended September 30, 2017 and 2016, the Partnership recognized (loss) income from discontinued operations of $(12,917) and $50,317, respectively. The income from discontinued operations for the three and nine months ended September 30, 2016 was attributable to the Martinez, GA Property, which was leased during the quarter ended September 30, 2016. During the fourth quarter of 2016 the lease for the Martinez, GA Property was terminated, and as of December 15, 2016 the Property was held for sale. The components of property held for sale in the balance sheets as of September 30, 2017 and December 31, 2016 are outlined below: September 30, 2017 December 31, 2016 Balance Sheet: Land $ 266,175 $ 266,175 Buildings, net 50,976 50,976 Properties held for sale $ 317,151 $ 317,151 The components of discontinued operations included in the condensed statement of income (loss) for the three and nine month periods ended September 30, 2017 and 2016 are outlined below: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2017 2016 2017 2016 Revenues Base Rent $ - $ 21,030 $ - $ 63,090 Total Revenues $ - $ 21,030 $ - $ 63,090 Expenses Insurance $ 519 $ - $ 1,555 $ - Property tax expense 1,500 - 4,500 - Maintenance expense 1,709 - 5,212 - Property Appraisal - 1,650 2,500 Depreciation - 2,804 - 8,411 Amortization - 620 - 1,862 Total Expenses $ 3,728 $ 3,424 $ 12,917 $ 12,773 Net (Loss) Income from Discontinued Operations $ (3,728 ) $ 17,606 $ (12,917 ) $ 50,317 |
Partnership Agreement
Partnership Agreement | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Partnership Agreement | 3. PARTNERSHIP AGREEMENT: The Agreement of Limited Partnership, as amended from time to time (collectively, the “Partnership Agreement”) was amended, effective as of November 9, 2009, to extend the term of the Partnership to November 30, 2020, or until dissolution prior thereto pursuant to the consent of the majority of the outstanding limited partnership interests. Under the terms of the Partnership Agreement, as amended, net profits or losses from operations are allocated 99% to the limited partners and 1% to The Provo Group, Inc. (“TPG” or the “General Partner”), the current General Partner. The amendment also provided for distributions from Net Cash Receipts, as defined, to be made 99% to limited partners and 1% to the current General Partner, provided that quarterly distributions are cumulative and are not to be made to the current General Partner unless and until each limited partner has received a distribution from Net Cash Receipts in an amount equal to 10% per annum, cumulative simple return on his, her or its Adjusted Original Capital, as defined, from the Return Calculation Date, as defined, except to the extent needed by the General Partner to pay its federal and state income taxes on the income allocated to it attributable to such year. The provisions regarding distribution of Net Proceeds, as defined, provide that Net Proceeds are to be distributed as follows: (a) to the limited partners, an amount equal to 100% of their Adjusted Original Capital; (b) then, to the limited partners, an amount necessary to provide each limited partner a liquidation preference equal to a 13.5% per annum, cumulative simple return on Adjusted Original Capital from the Return Calculation Date including in the calculation of such return on all prior distributions of Net Cash Receipts and any prior distributions of Net Proceeds under this clause, except to the extent needed by the General Partner to pay its federal and state income tax on the income allocated to it attributable to such year; and (c) then, to limited partners, 99%, and to the General Partner, 1%, of remaining Net Proceeds available for distribution. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2017 | |
Leases [Abstract] | |
Leases | 4. LEASES: Original lease terms for the majority of the Properties are generally five to twenty years from their inception. The leases generally provide for minimum rents and additional rents based upon percentages of gross sales in excess of specified breakpoints. The lessee is responsible for occupancy costs such as maintenance, insurance, real estate taxes, and utilities. Accordingly, these amounts are not reflected in the statements of income except in circumstances where, in management’s opinion, the Partnership will be required to pay such costs to preserve its assets (i.e., payment of past-due real estate taxes). Management has determined that the leases are properly classified as operating leases, therefore, rental income is reported when earned on a straight-line basis and the cost of the property, excluding the cost of the land, is depreciated over its estimated useful life. As of September 30, 2017, the aggregate minimum operating lease payments (including the aggregate total of the first three quarters of 2017 collected revenues of $668,385) to be received under the current operating leases for the Properties are as follows: Year ending December 31, 2017 $ 868,535 2018 828,433 2019 798,433 2020 798,433 2021 801,725 Thereafter 4,091,544 $ 8,187,103 At September 30, 2017 and December 31, 2016, rents and other receivables included $331,953 and $581,324, respectively, of unbilled percentage rents. As of September 30, 2017, all of the 2016 percentage rents had been billed and collected. |
Transactions with General Partn
Transactions with General Partner and Its Affiliates | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Transactions with General Partner and Its Affiliates | 5. TRANSACTIONS WITH GENERAL PARTNER AND ITS AFFILIATES: Pursuant to the terms of the Permanent Manager Agreement (“PMA”) executed in 1993 and renewed for an additional two-year term as of January 1, 2017, the General Partner receives a base fee (the “Base Fee”) for managing the Partnership equal to four percent of gross receipts, subject initially to a minimum annual Base Fee. The PMA also provides that the Partnership is responsible for reimbursement of the General Partner for office rent and related office overhead (“Expenses”) up to an initial annual maximum of $13,250. Both the Base Fee and Expenses reimbursement are subject to annual Consumer Price Index based adjustments. Effective March 1, 2017, the minimum annual Base Fee and the maximum Expenses reimbursement increased by 1.26% from the prior year, which represents the allowable annual Consumer Price Index adjustment per the PMA. Therefore, as of March 1, 2017, the minimum annual Base Fee paid by the Partnership was raised to $270,672 and the maximum annual Expenses reimbursement was increased to $21,840. For purposes of computing the four percent overall fee paid to the General Partner, gross receipts include amounts recovered in connection with the misappropriation of assets by the former general partners and their affiliates. The fee received by the General Partner from the Partnership on any amounts recovered reduce the four percent minimum fee by that same amount. Amounts paid and/or accrued to the General Partner and its affiliates for the three and nine month periods ended September 30, 2017 and 2016 are as follows: Incurred for the Incurred for the Incurred for the Incurred for the Three Months Ended September 30, 2017 Three Months Ended September 30, 2016 Nine Months Ended September 30, 2017 Nine Months Ended September 30, 2016 (unaudited) (unaudited) (unaudited) (unaudited) General Partner Management fees $ 67,668 $ 66,825 $ 202,442 $ 200,421 Overhead allowance 5,460 5,391 16,334 16,169 Leasing commissions 36,055 9,099 126,820 9,099 Reimbursement for out-of-pocket expenses - - 2,500 2,500 Cash distribution 1,009 1,252 1,513 1,764 $ 110,192 $ 82,567 $ 349,609 $ 229,953 At September 30, 2017 and December 31, 2016, $1,009 and $1,242, respectively, was payable to the General Partner. As of September 30, 2017 and December 31, 2016, TPG Finance Corp. owned 200 limited partnership interests of the Partnership. The President of the General Partner, Bruce A. Provo, is also the President of TPG Finance Corp., but he is not a shareholder of TPG Finance Corp. As of September 30, 2017, the General Partner did not own any limited partnership interests in the Partnership. The following table identifies the beneficial ownership of Mr. Provo, who controls the General Partner and performs the functions of the Partnership’s principal executive officer. Mr. Provo is the only person performing the function of an executive officer of the Partnership who beneficially owns any limited partnership interests. Title of Class Name of Beneficial Owner(1) Amount and Nature of Beneficial Ownership Percentage of Class Outstanding(3) Limited Partnership Interest Bruce A. Provo 200 (2) 0.43 % (1) A beneficial owner of a security includes a person who, directly or indirectly, has or shares voting or investment power with respect to such security. Voting power is the power to vote or direct the voting of the security and investment power is the power to dispose or direct the disposition of the security. (2) Bruce A. Provo is deemed to have beneficial ownership of all of TPG Finance Corp.’s limited partnership interests in the Partnership due to his control as President of TPG Finance Corp. (3) Based on 46,280.3 limited partnership interests outstanding as of September 30, 2017. |
Transactions with Owners with G
Transactions with Owners with Greater Than Ten Percent Beneficial Interests | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Transactions with Owners with Greater Than Ten Percent Beneficial Interests | 6. TRANSACTIONS WITH OWNERS WITH GREATER THAN TEN PERCENT BENEFICIAL INTERESTS: As of September 30, 2017, Jesse Small, an Advisory Board Member, beneficially owned greater than ten percent of the Partnership’s outstanding limited partnership interests. Amounts paid to Mr. Small for his services as a member of the Advisory Board for the three and nine month periods ended September 30, 2017 and 2016 are as follows: Three Month Period ended September 30, 2017 Three Month Period ended September 30, 2016 Nine Month Period ended September 30, 2017 Nine Month Period ended September 30, 2016 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Advisory Board Fees paid $ 875 $ 875 $ 2,625 $ 2,625 At September 30, 2017 and December 31, 2016 there were no outstanding Advisory Board fees accrued and payable to Jesse Small. |
Contingent Liabilities
Contingent Liabilities | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingent Liabilities | 7. CONTINGENT LIABILITIES: According to the Partnership Agreement, TPG, as General Partner of the Partnership, may receive a disposition fee not to exceed three percent of the contract price on the sale of the properties of the Partnership and two affiliated publicly registered limited partnerships, DiVall Insured Income Fund Limited Partnership (“DiVall 1”), which was dissolved December of 1998, and DiVall Income Properties 3 Limited Partnership, which was dissolved in December 2003 (“DiVall 3”), and together with the Partnership and DiVall 1, the (“three original partnerships”). In addition, fifty percent of all such disposition fees earned by TPG were to be escrowed until the aggregate amount of recovery of the funds misappropriated from the three original partnerships by the former general partners was greater than $4,500,000. Upon reaching such recovery level, full disposition fees would thereafter be payable and fifty percent of the previously escrowed amounts would be paid to TPG. At such time as the recovery exceeded $6,000,000 in the aggregate, the remaining escrowed disposition fees were to be paid to TPG. If such levels of recovery were not achieved, TPG would contribute the amounts escrowed toward the recovery until the three original partnerships were made whole. In lieu of a disposition fee escrow, fifty percent of all such disposition fees previously discussed were paid directly to a restoration account and then distributed among the three original partnerships; whereby the three original partnerships recorded the recoveries as income. After the recovery level of $4,500,000 was exceeded, fifty percent of the total disposition fee amount paid to the three original partnerships recovery through the restoration account (in lieu of the disposition fee escrow) was refunded to TPG during March 1996. The remaining fifty percent amount allocated to the Partnership through the restoration account, and which was previously reflected as Partnership recovery income, may be owed to TPG if the $6,000,000 recovery level is met. As of September 30, 2017, the Partnership may owe TPG $16,296 if the $6,000,000 recovery level is achieved. TPG does not expect any future refund, as it is uncertain that such a $6,000,000 recovery level will be achieved. |
PMA Indemnification Trust
PMA Indemnification Trust | 9 Months Ended |
Sep. 30, 2017 | |
Banking and Thrift [Abstract] | |
PMA Indemnification Trust | 8. PMA INDEMNIFICATION TRUST: The PMA provides that TPG will be indemnified from any claims or expenses arising out of, or relating to, TPG serving in the capacity of General Partner or as substitute general partner, so long as such claims do not arise from fraudulent or criminal misconduct by TPG. The PMA provides that the Partnership will fund this indemnification obligation by establishing a reserve of up to $250,000 of Partnership assets which would not be subject to the claims of the Partnership’s creditors. An Indemnification Trust (the “Trust”) serving such purposes has been established at United Missouri Bank, N.A. The corpus of the Trust has been fully funded with Partnership assets. Funds are invested in U.S. Treasury securities. In addition, $207,820 of earnings has been credited to the Trust as of September 30, 2017. The rights of TPG to the Trust shall be terminated upon the earliest to occur of the following events: (i) the written release by TPG of any and all interest in the Trust; (ii) the expiration of the longest statute of limitations relating to a potential claim which might be brought against TPG and which is subject to indemnification; or (iii) a determination by a court of competent jurisdiction that TPG shall have no liability to any person with respect to a claim which is subject to indemnification under the PMA. At such time as the indemnity provisions expire or the full indemnity is paid, any funds remaining in the Trust will revert back to the general funds of the Partnership. |
Note Receivable
Note Receivable | 9 Months Ended |
Sep. 30, 2017 | |
Receivables [Abstract] | |
Note Receivable | 9. NOTE RECEIVABLE: In 2009, the Partnership sold the Panda Buffet restaurant property located in Grand Forks, ND for $450,000. The buyer paid $150,000 at closing with the remaining balance of $300,000 being delivered in the form of a promissory note (“Buyers Note”) to the Partnership. The maturity date of the Buyers Note was extended twice, and, as of the final maturity date of November 1, 2016, the Buyers Note was paid in full. During the year ended December 31, 2016, payments received by the Partnership under the Buyers Note totaled $57,157 in principal and $2,093 in interest. |
Fair Value Disclosures
Fair Value Disclosures | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | 10. FAIR VALUE DISCLOSURES: The Partnership has determined the fair value based on hierarchy that gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined as assumptions market participants would use in pricing an asset or liability. The three levels of the fair value hierarchy under the accounting principle are described below: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, and inputs other than quoted prices that are observable for the investment. Level 3 Unobservable inputs for which there is little, if any, market activity for the investment. The inputs into the determination of fair value are based upon the best information in the circumstances and may require significant management judgment or estimation and the use of discounted cash flow models to value the investment. The fair value hierarchy is based on the lowest level of input that is significant to the fair value measurements. The Partnership’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. The Partnership assesses the levels of the investments at each measurement date, and transfers between levels are recognized on the actual date of the event or change in circumstances that caused the transfer in accordance with the Partnership’s accounting policy regarding the recognition of transfers between levels of the fair value hierarchy. For the nine-month period ended September 30, 2017 and for the year ended December 31, 2016, there were no such transfers. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. SUBSEQUENT EVENTS We have reviewed all material events through the date of this report in accordance with ASC 855-10. |
Organization and Significant 18
Organization and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Rental revenue from the Properties is recognized on a straight-line basis over the term of the respective lease. Percentage rents are only accrued when the tenant has reached the sales breakpoint stipulated in the lease. Rents and other receivables are comprised of billed but uncollected amounts due for monthly rents and other charges, and amounts due for scheduled rent increases for which rentals have been earned and will be collected in the future under the terms of the leases. Receivables are recorded at management’s estimate of the amounts that will be collected. Based on an analysis of specific accounts and historical experience, as of September 30, 2017, and December 31, 2016, there was $0 recorded as allowance for doubtful accounts. The Partnership considers its operations to be in only one segment, the operation of a portfolio of commercial real estate leased on a triple net basis, and therefore no segment disclosure is made. Depreciation of the Properties are provided on a straight-line basis over the estimated useful lives of the buildings and improvements. Deferred charges represent leasing commissions paid when the Properties are leased and upon the negotiated extension of a lease. Leasing commissions are capitalized and amortized over the term of the lease. As of September 30, 2017, and December 31, 2016, accumulated amortization amounted to $210,845 and $186,850, respectively. Fully amortized deferred charges of $183,021, including related accumulated amortization, were removed from the balance sheets as of December 31, 2016. Deferred tenant award proceeds escrow represents the portion of the award proceeds from the County of Charleston’s partial taking of a portion of the Mt. Pleasant, South Carolina Property in 2011. We have been paying a portion of those award proceeds to the tenant ratably over 99 months starting August 1, 2013, in the form of a monthly rent reduction provided that the tenant continues to lease the Property without default. The Partnership generally maintains cash in federally insured accounts which, at times, may exceed federally insured limits. The Partnership has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk. Financial instruments that potentially subject the Partnership to significant concentrations of credit risk consist primarily of cash investments and leases. Additionally, as of September 30, 2017, eight of the Partnership’s eleven Properties are leased to three significant tenants, Wendgusta, LLC (“Wendgusta”), Wendcharles I, LLC (“Wendcharles I”) and Wendcharles II, LLC (“Wendcharles II”), all three of whom are Wendy’s restaurant franchisees. The property leases for the three tenants comprised approximately 51%, 17% and 9%, respectively, of the total operating base rents reflected as of September 30, 2017. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities (and disclosure of contingent assets and liabilities) at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Assets disposed of or deemed to be classified as held for sale require the reclassification of current and previous years’ operations to discontinued operations in accordance with GAAP applicable to “Accounting for the Impairment or Disposal of Long Lived Assets”. As such, prior year operating results for those properties considered as held for sale or properties no longer considered for sale have been reclassified to conform to the current year presentation without affecting total income. When properties are considered held for sale, depreciation of the properties is discontinued, and the properties are valued at the lower of the depreciated cost or fair value, less costs to dispose. If circumstances arise that were previously considered unlikely, and, as a result, the property previously classified as held for sale is no longer to be sold, the property is reclassified as held and used. Such property is measured at the lower of its carrying amount (adjusted for any depreciation and amortization expense that would have been recognized had the property been continuously classified as held and used) or fair value at the date of the subsequent decision not to sell. Assets are classified as held for sale, generally, when all criteria within GAAP applicable to “Accounting for the Impairment or Disposal of Long Lived Assets” have been met. The Partnership periodically reviews its long-lived assets, primarily real estate, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Partnership’s review involves comparing current and future operating performance of the assets, the most significant of which is undiscounted operating cash flows, to the carrying value of the assets. Based on this analysis, a provision for possible loss is recognized, if any. There were no adjustments to carrying values for the three or nine month periods ended September 30, 2017 and 2016. The Financial Accounting Standards Board (“FASB”) guidance on “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measures required under other accounting pronouncements, but does not change existing guidance as to whether or not an instrument is carried at fair value. The adoption of the provisions of this FASB issuance, with respect to nonrecurring fair value measurements of nonfinancial assets and liabilities, including (but not limited to) the valuation of reporting units for the purpose of assessing goodwill impairment and the valuation of property and equipment when assessing long-lived asset impairment, did not have a material impact on how the Partnership estimated its fair value measurements but did result in increased disclosures about fair value measurements in the Partnership’s financial statements as of and for the nine month period ended September 30, 2017 and the year ended December 31, 2016. See Note 10 for further disclosure. GAAP applicable to disclosure about fair value of financial instruments requires entities to disclose the fair value of all financial assets and liabilities for which it is practicable to estimate. Fair value is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The General Partner believes that the carrying value of the Partnership’s assets (exclusive of the Properties) and liabilities approximate fair value due to the relatively short maturity of these instruments. No provision for federal income taxes has been made, as any liability for such taxes would be that of the individual partners rather than of the Partnership. The Partnership is not subject to federal income tax because its income and losses are includable in the tax returns of its partners, but may be subject to certain state taxes. FASB has provided guidance for how uncertain tax positions should be recognized, measured, disclosed and presented in the financial statements. This requires the evaluation of tax positions taken or expected to be taken in the course of preparing the entity’s tax returns to determine whether the tax positions are more-likely-than-not of being sustained when challenged or when examined by the applicable taxing authority. Management has determined that there were no material uncertain income tax positions. Tax returns filed by the Partnership generally are subject to examination by U.S. and state taxing authorities for the years ended after December 31, 2013. |
Investment Properties and Pro19
Investment Properties and Properties Held for Sale (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Real Estate [Abstract] | |
Components of Properties Held for Sale | The components of property held for sale in the balance sheets as of September 30, 2017 and December 31, 2016 are outlined below: September 30, 2017 December 31, 2016 Balance Sheet: Land $ 266,175 $ 266,175 Buildings, net 50,976 50,976 Properties held for sale $ 317,151 $ 317,151 |
Components of Discontinued Operations Included in Statements of Income (Loss) | The components of discontinued operations included in the condensed statement of income (loss) for the three and nine month periods ended September 30, 2017 and 2016 are outlined below: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2017 2016 2017 2016 Revenues Base Rent $ - $ 21,030 $ - $ 63,090 Total Revenues $ - $ 21,030 $ - $ 63,090 Expenses Insurance $ 519 $ - $ 1,555 $ - Property tax expense 1,500 - 4,500 - Maintenance expense 1,709 - 5,212 - Property Appraisal - 1,650 2,500 Depreciation - 2,804 - 8,411 Amortization - 620 - 1,862 Total Expenses $ 3,728 $ 3,424 $ 12,917 $ 12,773 Net (Loss) Income from Discontinued Operations $ (3,728 ) $ 17,606 $ (12,917 ) $ 50,317 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Leases [Abstract] | |
Schedule of Operating Leases for Properties | Year ending December 31, 2017 $ 868,535 2018 828,433 2019 798,433 2020 798,433 2021 801,725 Thereafter 4,091,544 $ 8,187,103 |
Transactions with General Par21
Transactions with General Partner and Its Affiliates (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Amounts Paid and/or Accrued to General Partner and Its Affiliates | Amounts paid and/or accrued to the General Partner and its affiliates for the three and nine month periods ended September 30, 2017 and 2016 are as follows: Incurred for the Incurred for the Incurred for the Incurred for the Three Months Ended September 30, 2017 Three Months Ended September 30, 2016 Nine Months Ended September 30, 2017 Nine Months Ended September 30, 2016 (unaudited) (unaudited) (unaudited) (unaudited) General Partner Management fees $ 67,668 $ 66,825 $ 202,442 $ 200,421 Overhead allowance 5,460 5,391 16,334 16,169 Leasing commissions 36,055 9,099 126,820 9,099 Reimbursement for out-of-pocket expenses - - 2,500 2,500 Cash distribution 1,009 1,252 1,513 1,764 $ 110,192 $ 82,567 $ 349,609 $ 229,953 |
Schedule of Beneficial Ownership of Partnership's Principal Executive Officer | Title of Class Name of Beneficial Owner(1) Amount and Nature of Beneficial Ownership Percentage of Class Outstanding(3) Limited Partnership Interest Bruce A. Provo 200 (2) 0.43 % (1) A beneficial owner of a security includes a person who, directly or indirectly, has or shares voting or investment power with respect to such security. Voting power is the power to vote or direct the voting of the security and investment power is the power to dispose or direct the disposition of the security. (2) Bruce A. Provo is deemed to have beneficial ownership of all of TPG Finance Corp.’s limited partnership interests in the Partnership due to his control as President of TPG Finance Corp. (3) Based on 46,280.3 limited partnership interests outstanding as of September 30, 2017. |
Transactions with Owners with22
Transactions with Owners with Greater Than Ten Percent Beneficial Interests (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Advisory Board Fees Paid to Jesse Small | Three Month Period ended September 30, 2017 Three Month Period ended September 30, 2016 Nine Month Period ended September 30, 2017 Nine Month Period ended September 30, 2016 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Advisory Board Fees paid $ 875 $ 875 $ 2,625 $ 2,625 |
Organization and Significant 23
Organization and Significant Accounting Policies (Details Narrative) | Aug. 01, 2013 | Feb. 22, 1990USD ($)shares | Dec. 31, 1987USD ($) | Sep. 30, 2017USD ($)Number | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)Number | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) |
Number of properties owned | Number | 11 | 11 | ||||||
Location of properties | Number | 4 | 4 | ||||||
Aggregate capital contributions | $ 300 | |||||||
Limited partnership interests outstanding | shares | 46,280.3 | |||||||
Proceeds to partnership, net of underwriting compensation and other offering costs | $ 39,358,468 | |||||||
Allowance for doubtful accounts | $ 0 | $ 0 | $ 0 | |||||
Number of operating segments | Number | 1 | |||||||
Accumulated amortization | 210,845 | $ 210,845 | 186,850 | |||||
Amortized deferred charges | $ 183,021 | |||||||
Deferred tenant award proceeds escrow, payment period | 99 months | |||||||
Adjustments to carrying values | ||||||||
Wendgusta [Member] | ||||||||
Percentage of property leases for three tenants comprised | 51.00% | |||||||
Wendcharles I [Member] | ||||||||
Percentage of property leases for three tenants comprised | 17.00% | |||||||
Wendcharles II [Member] | ||||||||
Percentage of property leases for three tenants comprised | 9.00% | |||||||
General Partner [Member] | ||||||||
Aggregate capital contributions | 200 | |||||||
Limited Partner [Member] | ||||||||
Aggregate capital contributions | $ 100 |
Investment Properties and Pro24
Investment Properties and Properties Held for Sale (Details Narrative) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017USD ($)RestaurantNumber | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)RestaurantNumber | Sep. 30, 2016USD ($) | |
Property leased to fully constructed fast-food restaurants | Number | 11 | 11 | ||
Location of properties | Number | 4 | 4 | ||
Partnership recognized income (loss) from discontinued operations | $ (3,728) | $ 17,606 | $ (12,917) | $ 50,317 |
Property Lease Guarantee [Member] | ||||
Monthly rent payment | $ 13,915 | |||
Percentage of rent | 0.06 | |||
Annual sales | $ 2,500,000 | |||
Extended additional lease term | 5 years | |||
Lease Agreements [Member] | ||||
Operating Leases Renewal Term | 10 years | |||
Lease expiration description | The prior lease expiration date for that Property was October 31, 2018 and, following the lease renewal, the new lease expiration date is August 31, 2027 | |||
Lease Expiration Date | Aug. 31, 2027 | |||
Monthly rent payment | $ 11,500 | |||
Percentage of rent | 0.06 | |||
Annual sales | $ 2,300,000 | |||
Wendy's Restaurants [Member] | ||||
Property leased to fully constructed fast-food restaurants | Restaurant | 8 | 8 | ||
Applebee's Restaurant [Member] | ||||
Property leased to fully constructed fast-food restaurants | Restaurant | 1 | 1 | ||
KFC Restaurant [Member] | ||||
Property leased to fully constructed fast-food restaurants | Restaurant | 1 | 1 |
Investment Properties and Pro25
Investment Properties and Properties Held for Sale - Components of Properties Held for Sale (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Properties held for sale | $ 317,151 | $ 317,151 |
Land [Member] | ||
Properties held for sale | 266,175 | 266,175 |
Building, Net [Member] | ||
Properties held for sale | $ 50,976 | $ 50,976 |
Investment Properties and Pro26
Investment Properties and Properties Held for Sale - Components of Discontinued Operations Included in Statements of Income (Loss) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Real Estate [Abstract] | ||||
Base Rent | $ 21,030 | $ 63,090 | ||
Total Revenues | 21,030 | 63,090 | ||
Insurance | 519 | 1,555 | ||
Property tax expense | 1,500 | 4,500 | ||
Maintenance expense | 1,709 | 5,212 | ||
Property Appraisal | 2,500 | |||
Depreciation | 2,804 | 8,411 | ||
Amortization | 620 | 1,862 | ||
Total Expenses | 3,728 | 3,424 | 12,917 | 12,773 |
Net (Loss) Income from Discontinued Operations | $ (3,728) | $ 17,606 | $ (12,917) | $ 50,317 |
Partnership Agreement (Details
Partnership Agreement (Details Narrative) | Sep. 30, 2017 |
Limited Partner [Member] | |
Net profits or losses from operations amended | 99.00% |
Amended rate of net proceeds were to be distributed | 99.00% |
Cumulative simple return on adjusted original capital | 10.00% |
Amended distributions as percentage of adjusted original capital | 100.00% |
Liquidation preference of limited partners amended | 13.50% |
Net proceeds available for distribution | 99.00% |
General Partner [Member] | |
Net profits or losses from operations amended | 1.00% |
Amended rate of net proceeds were to be distributed | 1.00% |
Net proceeds available for distribution | 1.00% |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Minimum operating lease payments | $ 668,385 | |
Rents and other receivables | $ 331,953 | $ 581,324 |
Minimum [Member] | ||
Original lease terms of properties | 5 years | |
Maximum [Member] | ||
Original lease terms of properties | 20 years |
Leases - Schedule of Operating
Leases - Schedule of Operating Leases for Properties (Details) | Sep. 30, 2017USD ($) |
Leases [Abstract] | |
2,017 | $ 868,535 |
2,018 | 828,433 |
2,019 | 798,433 |
2,020 | 798,433 |
2,021 | 801,725 |
Thereafter | 4,091,544 |
Total | $ 8,187,103 |
Transactions with General Par30
Transactions with General Partner and Its Affiliates (Details Narrative) - USD ($) | Mar. 01, 2017 | Jan. 02, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Maximum reimbursement on office rent and related expenses | $ 21,840 | $ 13,250 | ||
Percentage of increase in base fee and expense reimbursement | 1.26% | |||
Minimum amount of base fee for managing partnership | $ 270,672 | |||
Payable to general partner | $ 1,009 | $ 1,242 | ||
TPG Finance Corp [Member] | ||||
Partnership interests | 200 | 200 |
Transactions with General Par31
Transactions with General Partner and its Affiliates - Schedule of Amounts Paid and/or Accrued to General Partner and Its Affiliates (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Related Party Transactions [Abstract] | ||||
Management fees | $ 67,668 | $ 66,825 | $ 202,442 | $ 200,421 |
Overhead allowance | 5,460 | 5,391 | 16,334 | 16,169 |
Leasing commissions | 36,055 | 9,099 | 126,820 | 9,009 |
Reimbursement for out-of-pocket expenses | 2,500 | 2,500 | ||
Cash distribution | 1,009 | 1,252 | 1,513 | 1,764 |
Total general partner expense | $ 110,192 | $ 82,567 | $ 349,609 | $ 229,953 |
Transactions with General Par32
Transactions with General Partner and its Affiliates - Schedule of Beneficial Ownership of Partnership's Principal Executive Officer (Details) - Limited Partner [Member] | 9 Months Ended | |
Sep. 30, 2017shares | ||
Name of Beneficial Owner | Bruce A. Provo | [1] |
Amount and Nature of Beneficial Ownership | 200 | [2] |
Percentage of Class Outstanding | 0.43% | [3] |
[1] | A beneficial owner of a security includes a person who, directly or indirectly, has or shares voting or investment power with respect to such security. Voting power is the power to vote or direct the voting of the security and investment power is the power to dispose or direct the disposition of the security. | |
[2] | Bruce A. Provo is deemed to have beneficial ownership of all of TPG Finance Corp.'s limited partnership interests in the Partnership due to his control as President of TPG Finance Corp. | |
[3] | Based on 46,280.3 limited partnership interests outstanding as of June 30, 2017. |
Transactions with General Par33
Transactions with General Partner and its Affiliates - Schedule of Beneficial Ownership of Partnership's Principal Executive Officer (Details) (Parenthetical) - shares | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 |
Related Party Transactions [Abstract] | |||
Limited partnership interests outstanding | 46,280.3 | 46,280.3 | 46,280.3 |
Transactions with Owners with34
Transactions with Owners with Greater Than Ten Percent Beneficial Interests (Details Narrative) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Jesse Small [Member] | ||
Outstanding advisory board fees |
Transactions with Owners with35
Transactions with Owners with Greater Than Ten Percent Beneficial Interests - Schedule of Advisory Board Fees Paid to Jesse Small (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Jesse Small [Member] | ||||
Advisory Board Fees paid | $ 875 | $ 875 | $ 2,625 | $ 2,625 |
Contingent Liabilities (Details
Contingent Liabilities (Details Narrative) | 9 Months Ended |
Sep. 30, 2017USD ($)Property | |
Commitments and Contingencies Disclosure [Abstract] | |
Maximum percentage of disposition fees on sale of partnership properties | 3.00% |
Number of partnership properties for sale | Property | 3 |
Percentage of disposition fees to be escrowed | 50.00% |
Amount of recovery of funds | $ 4,500,000 |
Aggregate of recovery of funds value | 6,000,000 |
Payable fee on achieving recovery level | $ 16,296 |
PMA Indemnification Trust (Deta
PMA Indemnification Trust (Details Narrative) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Banking and Thrift [Abstract] | |
Reserve related to partnership assets | $ 250,000 |
Earnings credited to the trust | $ 207,820 |
Note Receivable (Details Narrat
Note Receivable (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2009 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Property sale price | $ 450,000 | |||
Note receivable, principal payment received | $ 46,481 | |||
Promissory Note ("Buyers Note") [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Property sale price | 300,000 | |||
Note receivable, principal payment received | $ 57,157 | |||
Interest payments | $ 2,093 | |||
Cash [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Property sale price | $ 150,000 |
Fair Value Disclosures (Details
Fair Value Disclosures (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | ||
Recognition of transfers between levels of the fair value hierarchy |