SB Partners 10-Q 2019 Q1 Quarterly report

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2019

Or

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

Commission File Number: 0-8952

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

(203) 283-9593

(Registrant's telephone number, including area code)

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ X ] Yes [ ] No

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

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

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

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

Not Applicable

APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Not Applicable

SB PARTNERS

INDEX

Part I	Financial Information
Item 1	Financial Statements
	Consolidated Balance Sheets as of March 31, 2019 (unaudited) and December 31, 2018 (audited)	1
	Consolidated Statements of Operations (unaudited) for the three months ended March 31, 2019 and 2018	2
	Consolidated Statements of Changes in Partners' Equity (Deficit) (unaudited) for the three months ended March 31, 2019	3
	Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2019 and 2018	4
	Notes to Consolidated Financial Statements (unaudited)	5 – 7
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	8 – 10
Item 3	Quantitative and Qualitative Disclosures about Market Risk	11
Item 4T	Controls and Procedures	11
Part II	Other Information	11
	Signatures	12
	Exhibit 31
	Exhibit 32

1

ITEM 1. FINANCIAL STATEMENTS

SB PARTNERS

(A New York Limited Partnership)

CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2019 (Unaudited)			2018 (Audited)
Assets:
Investments -
Real estate, at cost
Land	$	470,000		$	470,000
Buildings, furnishings and improvements		5,239,859			5,239,859
Less - accumulated depreciation		(2,285,065	)		(2,249,190	)
		3,424,794			3,460,669
Investment in Sentinel Omaha, LLC, net of reserve for fair value of $10,791,509 and $10,709,724 at March 31, 2019 and December 31, 2018, respectively		43,166,013			42,838,890
		46,590,807			46,299,559
Other Assets -
Cash and cash equivalents		373,873			338,239
Other		4,465			7,789
Total assets	$	46,969,145		$	46,645,587
Liabilities:
Accounts payable	$	550,245		$	561,800
Tenant security deposit		104,212			104,212
Accrued expenses		3,554,011			3,408,317
Total liabilities		4,208,468			4,074,329
Partners' Equity (Deficit):
Units of partnership interest without par value;
Limited partner - 7,753 units		42,773,598			42,584,203
General partner - 1 unit		(12,921	)		(12,945	)
Total partners' equity		42,760,677			42,571,258
Total liabilities and partners' equity	$	46,969,145		$	46,645,587

See notes to consolidated financial statements

2

SB PARTNERS

(A New York Limited Partnership)

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	For the Three Months Ended March 31,
	2019			2018
Revenues:
Base rental income	$	189,785		$	184,203
Other rental income		88,532			87,041
Interest income		39			2,537
Total revenues		278,356			273,781
Expenses:
Real estate operating expenses		65,908			67,786
Amortization of deferred financing costs		-			5,460
Depreciation		35,875			39,765
Real estate taxes		31,959			30,468
Management fees		252,254			226,164
Other		30,064			30,475
Total expenses		416,060			400,118
Loss from operations		(137,704	)		(126,337	)
Equity in net income of investment		408,908			1,111,737
(Increase) decrease in reserve for value of investment		(81,785	)		2,282,974
Net income		189,419			3,268,374
Income allocated to general partner		24			422
Income allocated to limited partners	$	189,395		$	3,267,952
Income per unit of limited partnership interest (basic and diluted)
Net income	$	24.43		$	421.56
Weighted Average Number of Units of Limited Partnership Interest Outstanding		7,753			7,753

See notes to consolidated financial statements

3

SB PARTNERS

(A New York Limited Partnership)

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

For the Three Months Ended March 31, 2019

Limited Partners:
	Units of Partnership Interest
	Number		Amount		Cumulative Cash Distributions			Accumulated Income		Total
Balance, January 1, 2019		7,753	$	119,968,973	$	(111,721,586	)	$	34,336,816	$	42,584,203
Net income for the period		-		-		-			189,395		189,395
Balance, March 31, 2019		7,753	$	119,968,973	$	(111,721,586	)	$	34,526,211	$	42,773,598

General Partner:
	Units of Partnership Interest
	Number		Amount		Cumulative Cash Distributions			Accumulated Income		Total
Balance, January 1, 2019		1	$	10,000	$	(26,364	)	$	3,419	$	(12,945	)
Net income for the period		-		-		-			24		24
Balance, March 31, 2019		1	$	10,000	$	(26,364	)	$	3,443	$	(12,921	)

See notes to consolidated financial statements.

4

SB PARTNERS

(A New York Limited Partnership)

CONSOLIDATED STATEMENTS OF CASH FLOWS  (UNAUDITED)

	For the Three Months Ended March 31,
	2019			2018
Cash Flows From Operating Activities:
Net income	$	189,419		$	3,268,374
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in net (income) of investment		(408,908	)		(1,111,737	)
Increase (decrease) in reserve for value of investment		81,785			(2,282,974	)
Depreciation and amortization		35,875			45,225
Net decrease in operating assets		3,324			2,972
Net (decrease) increase in accounts payable		(11,555	)		14,769
Net increase in accrued expenses		145,694			119,605
Net cash provided by operating activites and net change in cash and cash equivalents and cash in escrow		35,634			56,234
Cash and cash equivalents and cash in escrow at beginning of period		338,239			1,954,705
Cash and cash equivalents and cash in escrow at end of period	$	373,873		$	2,010,939

See notes to consolidated financial statements

5

SB PARTNERS

Notes to Consolidated Financial Statements (Unaudited)

(1) ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

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

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

The results of operations for the three month period ended March 31, 2019 are not necessarily indicative of the results to be expected for a full year.

For a discussion of the significant accounting and financial reporting policies of the Partnership, refer to the Annual Report on Form 10–K for the year ended December 31, 2018.

(2) INVESTMENTS IN REAL ESTATE

As of March 31, 2019, the Partnership owns an industrial flex property in Maple Grove, Minnesota. The following is the cost basis and accumulated depreciation of the real estate investment owned by the Partnership at March 31, 2019 and December 31, 2018.

	No. of		Year of			Real Estate at Cost
Type	Prop.		Acquisition		Description	3/31/2019			12/31/2018
Industrial flex property		1		2002	60,345 sf	$	5,709,859		$	5,709,859
Less: Accumulated depreciation							(2,285,065	)		(2,249,190	)
Investment in real estate						$	3,424,794		$	3,460,669

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

(3) ASSETS MEASURED AT FAIR VALUE

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

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

The three levels of fair value hierarchy are described below:

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

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

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

The following major categories of assets were measured at fair value as of March 31, 2019 and December 31, 2018:

	Level 3:			March 31,
	Significant			2019
	Unobservable			(Unaudited)
	Inputs			Total
Assets
Investment in Sentinel Omaha, LLC ("Omaha")	$	53,957,522		$	53,957,522
Reserve for fair value of investment		(10,791,509	)		(10,791,509	)
Total assets	$	43,166,013		$	43,166,013

	Level 3:			December 31,
	Significant			2018
	Unobservable			(Audited)
	Inputs			Total
Assets
Investment in Sentinel Omaha, LLC	$	53,548,614		$	53,548,614
Reserve for fair value of investment		(10,709,724	)		(10,709,724	)
Total assets	$	42,838,890		$	42,838,890

The following is a reconciliation of the beginning and ending balances for assets measured at fair value using significant unobservable inputs (Level 3) during the periods ended March 31, 2019 and December 31, 2018:

	Investment in			Reserve for
	Sentinel			fair value
	Omaha, LLC			of investment			Total
Balance at January 1, 2018	$	50,106,432		$	(12,526,608	)	$	37,579,824
Equity in net income of investment		5,842,182			-			5,842,182
Distribution from investment		(2,400,000	)		-			(2,400,000	)
Decrease in reserve		-			1,816,884			1,816,884
Balance at December 31, 2018		53,548,614			(10,709,724	)		42,838,890
Equity in net income of investment		408,908			-			408,908
(Increase) in reserve		-			(81,785	)		(81,785	)
Balance at March 31, 2019	$	53,957,522		$	(10,791,509	)	$	43,166,013

7

Omaha was precluded from making distributions to its investors until its unsecured loan was paid in full. During the first quarter of 2018, Omaha sold its garden apartment property in Asheville, North Carolina and its garden apartment property in Fresno, California. Net sales proceeds were used first to paying selling expenses and to pay off the mortgage securing each property. Remaining proceeds were used to fully retire the remaining balance of Omaha’s unsecured loan. Registrant as of March 31, 2018 had reduced the reserve to 20%. On October 16, 2018 Sentinel Omaha paid a distribution to the Partnership in the amount of $2,400,000. The Partnership used these funds to retire the Partnership’s unsecured loan.

(4) INVESTMENT IN SENTINEL OMAHA, LLC

In 2007, the Partnership made an investment in the amount of $37,200,000 in Sentinel Omaha, LLC (“Omaha”). Omaha is a real estate investment company which as of March 31, 2019 owns eight multifamily properties in five markets. Omaha is an affiliate of the Registrant’s general partner. The investment represents a 30% ownership interest in Omaha.

The following are the condensed financial statements (000’s omitted) of Omaha as of March 31, 2019 and December 31, 2018 and the three months ended March 31, 2019 and 2018.

	(Unaudited)			(Audited)
Balance Sheet	March 31, 2019			December 31, 2018
Investment in real estate, net	$	289,349		$	290,500
Other assets		14,522			13,960
Debt		(121,110	)		(121,481	)
Other liabilities		(2,903	)		(4,484	)
Members equity	$	179,858		$	178,495

	(Unaudited)			(Unaudited)
Statement of Operations	March 31, 2019			March 31, 2018
Rent and other income	$	7,829		$	9,341
Real estate operating expenses		(3,777	)		(4,761	)
Other expenses		(1,115	)		(1,649	)
Net realized gains		-			9,919
Net unrealized (losses)		(1,574	)		(9,145	)
Net increase in net assets	$	1,363		$	3,705

(5) ACCRUED EXPENSES

The Partnership, its general partner and the holder of the unsecured loan had entered into a Management Subordination Agreement accruing a portion of the investment management fee payable by the Partnership to its general partner so long as the unsecured loan remained outstanding. On October 4, 2018, the Partnership retired the unsecured loan. As of March 31, 2019 and December 31, 2018, $3,554,011 and $3,408,317, respectively of investment management fees have been accrued and are included in accrued expenses on the balance sheet.

 (6) SUBSEQUENT EVENT

On April 11, 2019, Sentinel Omaha paid a distribution to the Partnership in the amount of $5,100,000. On April 16, 2019, the general partner declared a distribution of $400 per full unit for all partners holding units or participations on May 31, 2019. The distribution will be paid in June 2019.

8

ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS
	OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018

General

The consolidated financial statements for the three months ended March 31, 2019 and 2018 reflect the operation of one wholly owned industrial flex property located in Maple Grove, Minnesota and a 30% interest in Omaha.

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

Sentinel Omaha LLC’s portfolio consisted of eight garden apartment properties located in five markets. Leases generally are for one year or less. Tenants generally pay fixed rent plus utilities used by tenant. On April 6, 2019, Omaha sold its garden apartment property in Independence, Missouri. Net sales proceeds were used to first pay selling expenses and retire the property’s related secured mortgage loan. On May 6, 2019, Omaha sold its garden apartment property in Columbus, Ohio. Net sales proceeds were used to pay selling expenses and were used to retire Omaha’s secured mortgage loan encumbering its garden apartment property located in Charleston, South Carolina to further pay down Omaha’s debt.

Results of Operations

Total revenues from continuing operations for the three months ended March 31, 2019 increased $4,000 to approximately $278,000 as compared to approximately $274,000 for the three months ended March 31, 2018. Total revenues increased due to an increase in base rental income. Base rental income increased $6,000 to approximately $190,000 for the three months ended March 31, 2019 as compared to the same period in 2018 due to a scheduled increase in base rent at Registrant’s property located in Maple Grove, MN. Other rental income increased slightly. Interest income decreased due to a decrease in cash reserves.

The Registrant reported a net loss from operations of approximately $138,000 for the three months ended March 31, 2019, an increase of $12,000 as compared to a net loss from operations of approximately $126,000 for the same period in 2018. Net loss from operations consists of net income from the Maple Grove property offset by partnership income and expenses. The increase of loss from operations was due to higher total expenses partially offset by higher total income. Total expenses from operations for 2019 increased $16,000 to approximately $416,000 from approximately $400,000 in 2018, due primarily to an increase in management fee expense of $26,000 combined with an increase in administration expenses of $7,000. This was partially offset by a decrease in repairs and maintenance expense of $9,000, a decrease of mortgage amortization expense of $5,000 and a decrease in depreciation expense of $4,000.

The Registrant has a 30% non-controlling interest in Omaha that is accounted for on a fair value basis. Net increase in net assets decreased $2,342,000 to approximately $1,363,000 for the three months ended March 31, 2019 compared to net increase in net assets of approximately $3,705,000 for the same period in 2018. During 2018, Omaha sold its garden apartment property in Asheville, North Carolina, its garden apartment property in Fresno, California and its high rise apartment property located in Omaha, Nebraska. Net sales proceeds in each transaction were used to first pay selling expenses and retire each property’s related secured mortgage loan. Remaining net sales proceeds were used to retire Omaha’s unsecured loan and were used to retire Omaha’s secured mortgage loan encumbering its garden apartment property located in Columbus, Ohio to further pay down Omaha’s debt. Retirement of the unsecured loan removed certain restrictions placed on Omaha by the lender including making distributions to its members including Registrant. During the three months ended March 31, 2019, Omaha reported a slight net decrease in the value of its remaining real estate portfolio of $1,151,000.

During 2018 the variable rates on Omaha loans increased as short term LIBOR rates increased. The one month LIBOR rate increased from an average of (1.4925%) during December 2017 to an average of (2.4582%) during December 2018. The one month LIBOR rate increased slightly to an average of (2.4898) during March 2019. Fixed mortgage interest rates for multi-family properties of similar class and location as Omaha’s portfolio also increased during 2018 from an approximate range of 4.35% to 4.50% near the end of 2017 to 5.05% to 5.10% near the end of 2018. Fixed mortgage interest rates have remained flat during 2019. Although increases in fixed mortgage rates do not impact the operating cash flow of the Omaha properties directly, increases in fixed and floating rates on commercial mortgage debt can have a negative impact on capitalization rates and the sales prices Sentinel Omaha may achieve in the future.

The investment in a 30% non-controlling interest is valued at a discount due to the lack of liquidity and ownership of a non-controlling (minority) interest. Registrant has reported a reserve on the value of Omaha on its books of 20% since March 31, 2018.

9

On April 11, 2019, Sentinel Omaha paid a distribution to the Partnership in the amount of $5,100,000. On April 16, 2019, the general partner declared a distribution of $400 per full unit for all partners holding units or participations on May 31, 2019. The distribution will be paid in June 2019.

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

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

CRITICAL ACCOUNTING POLICIES

The Registrant’s critical accounting policies are described in its Annual Report on Form 10-K for the year ended December 31, 2018. There were no significant changes to such policies in 2019. There are no accounting pronouncements or interpretations that have been issued, but not yet adopted, that Registrant believes will have a material impact on its consolidated financial statements.

Liquidity and Capital Resources

As of March 31, 2019, the Registrant had cash and cash equivalents of approximately $374,000. These balances are approximately $36,000 higher than cash and cash equivalents held on December 31, 2018. Cash and cash equivalents increased during the three months ended March 31, 2019 due to cash flow generated from operating activities at Registrant’s wholly owned property partially offset by partnership expenses paid.

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

Registrant pays the General Partner and an affiliate of the General Partner fees for services performed. A portion of the fees during 2011 to 2018 were accrued while Registrant’s unsecured loan was outstanding. Since the unsecured loan has been retired, Registrant is allowed to pay the accrued fees and current fees. However, Registrant anticipates cash flow generated from the property located in Maple Grove and current cash reserves will not be sufficient to pay ongoing operating and capital improvement costs, other working capital requirements of the Registrant and current and accrued fees due to the General Partner and its affiliates. A portion of the fees due to the General Partner and its affiliate may be accrued until Registrant receives distributions from Omaha or Registrant’s wholly owned property is sold. The Registrant has no debt except normal trade accounts payable and accrued investment management fees.

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

On April 11, 2019, Sentinel Omaha paid a distribution to the Partnership in the amount of $5,100,000. On April 16, 2019, the general partner declared a distribution of $400 per full unit for all partners holding units or participations on May 31, 2019. The distribution will be paid in June 2019.

Eagle Lake Business Center IV (Maple Grove, Minnesota)

Total revenues for the three months ended March 31, 2019 increased $7,000 to approximately $278,000 as compared to approximately $271,000 for the three months ended March 31, 2018. The property reported higher base rental income and higher other rental income. Base rental income was higher in 2019 due to a scheduled increase in the base rent. Net operating income, which includes deductions for depreciation, increased $19,000 for the three months ended March 31, 2019 to approximately $180,000 from approximately $161,000 for the three months ended March 31, 2018 due primarily to higher total revenues combined with lower operating expenses. Operating expenses were lower due to lower repairs and maintenance expense and depreciation expense.

10

Investment in Sentinel Omaha, LLC

Comparison of three months ended March 31, 2019 to March 31, 2018:

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

As of March 31, 2018, the Omaha portfolio consisted of nine multi-family properties located in six markets. Omaha’s total revenues for the three months ended March 31, 2018 were approximately $9,341,000. Income before net realized gains and net unrealized losses was approximately $2,931,000. Major expenses included approximately $1,586,000 for interest expense, $705,000 for repairs and maintenance, $1,283,000 for payroll, and $1,209,000 for real estate taxes. Omaha reported net unrealized losses of approximately $9,145,000 and net realized gains of approximately $9,919,000 resulting in a net increase in net assets of approximately $3,705,000. For the three months ended March 31, 2018, the Registrant’s 30% equity interest in the income of Omaha was approximately $1,112,000. Registrant reserves 20% of the reported value of Omaha on its balance sheet for March 31, 2018. The reserve for value was adjusted in conjunction with recording the equity income for the quarter ended March 31, 2018. As a result, Registrant reported net income from equity interest in income of Omaha for the quarter ended March 31, 2018 of $3,395,000.

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ITEM 3.

None

ITEM 4.

CONTROLS AND PROCEDURES

(a)

The Chief Executive Officer and the Principal Accounting & Financial Officer of the general partner of SB Partners have evaluated the disclosure controls and procedures relating to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2019 as filed with the Securities and Exchange Commission and have judged such controls and procedures to be effective.

(b)

The Chief Executive Officer and the Principal Accounting and Financial Officer of the general partner of SB Partners have evaluated the internal control over financial reporting relating to the Registrant’s Quarterly Report on form 10-Q for the period ended March 31, 2019 and have identified no changes in the Registrant’s internal controls that have materially affected or are reasonably likely to materially affect the Registrant’s internal controls over financial reporting.

PART II – OTHER INFORMATION

ITEM 6.

EXHIBITS

Exhibit No.  Description

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

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

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SIGNATURES

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

		SB PARTNERS
		(Registrant)
	By:	SB PARTNERS REAL ESTATE CORPORATION
		General Partner
Dated: May 13, 2019	By:	/s/ George N. Tietjen III
		George N. Tietjen III
		Chief Executive Officer
		Principal Financial & Accounting Officer
Dated: May 13, 2019	By:	/s/ John H. Zoeller
		John H. Zoeller
		Chief Financial Officer