SB PARTNERS
10-Q, 1995-11-14
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                       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



For Quarter ended September 30, 1995             Commission File Number  0-8952
                  ------------------                                     ------

                             SB PARTNERS                                       
- -------------------------------------------------------------------------------

           New York                                    13-6294787              
- --------------------------------                   ----------------------------
(State or other jurisdiction of                    (I.R.S. Employer
  incorporation or organization)                   Identification Number)



666 Fifth Avenue             N.Y., N.Y.                      10103             
- ---------------------------------------                ------------------------
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code       (212) 408-2900        
                                                       ------------------------


                                          NONE                                
- -------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report 


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



Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date (applicable only to corporate
issuers).
                                 Not Applicable


<PAGE>
                                  SB PARTNERS

                                     INDEX



Part I   Financial Information

         Balance Sheets
                 September 30, 1995 and December 31, 1994              1

         Statements of Operations
                 For the three and nine months ended September 30,
                 1995 and 1994                                         2

         Statements of Cash Flows
                 For the nine months ended September 30, 1995
                 and 1994                                              3

         Statements of Changes in Partners' Capital
                 For the years ended December 31, 1994 and 1993
                 and nine months ended September 30, 1995              4

         Notes to Financial Statements                                 5 -  6

         Managements' Discussion and Analysis of
                 Financial Condition and Results of Operations         7 - 14


Part II  Other Information                                             15


<PAGE>1
<TABLE>
                                                     SB PARTNERS
                                               (a limited partnership)

                                                   BALANCE SHEETS
                                         September 30, 1995 (Not Audited) and
                December 31, 1994 (Audited, but not covered by the report of independent accountants)
 <CAPTION>
                                                                                September 30,         December 31,

                                                                                    1995                  1994
 <S>                                                                             <C>                  <C>
  Assets:
    Investments -
      Real Estate, at cost
      Land                                                                        $ 13,697,284         $ 13,697,284 
      Buildings, furnishings and improvements                                      150,131,429          148,151,143 
      Less - accumulated depreciation and valuation allowance                      (48,902,520)         (45,595,714)
                                                                                  ------------         ------------ 
                                                                                   114,926,193          116,252,713 

      Investment in joint venture                                                   10,890,002           11,133,621 
                                                                                  ------------         ------------ 
                                                                                   125,816,195          127,386,334 
    Other assets-
     Cash and cash equivalents                                                         608,288            1,074,985 
     Accounts receivable, accrued interest and other                                 6,691,543            6,776,434 
                                                                                  ------------         ------------ 
                Total assets                                                      $133,116,026         $135,237,753 
                                                                                  ============         ============ 

  Liabilities:
     Mortgage notes payable, net of unamortized discount
      of $21,661 and $310,904, respectively                                       $112,017,486         $112,253,778 
     Accounts payable and accrued expenses                                          10,629,565            7,179,185 
     Tenants' security deposits                                                      1,330,434            1,186,880 
                                                                                  ------------         ------------ 
             Total liabilities                                                     123,977,485          120,619,843 
                                                                                  ------------         ------------ 

  Partners' Capital:
  Units of partnership interest without par value;
     Limited partner - 7,753 units                                                   9,155,798           14,634,460 
     General partner - 1 unit                                                          (17,257)             (16,550)
                                                                                  ------------         ------------ 
                                                                                     9,138,541           14,617,910 
                                                                                  ------------         ------------ 

           Total liabilities & partners' capital                                  $133,116,026         $135,237,753 
                                                                                  ============         ============ 

                        The accompanying notes are an integral part of these balance sheets.
</TABLE>


<PAGE>2
<TABLE>
                                                     SB PARTNERS
                                               (a limited partnership)

                                         STATEMENTS OF OPERATIONS (Unaudited)

 <CAPTION>
                                                        For the Three Months Ended            For the Nine Months   
                                                               September 30,                  Ended September 30,
                                                           ---------------------           -------------------------

                                                           1995            1994               1995           1994
                                                        -----------     ----------        -----------    -----------
 <S>                                                   <C>            <C>                <C>            <C>
 Revenues:
 Rental income                                           $5,528,258     $5,447,145        $16,814,973    $17,358,908 
 Interest on mortgage notes receivable                            0              0                  0        496,834 
 Interest on short-term investments                           3,230         13,156             32,054        106,144 
 Other                                                      153,558        428,055            485,199      1,334,292 
                                                        -----------    -----------        -----------    ----------- 
           Total revenues                                 5,685,046      5,888,356         17,332,226     19,296,178 
                                                        -----------    -----------        -----------    ----------- 


 Expenses:
 Interest on mortgage notes payable                       2,911,148      3,055,004          8,656,154      9,843,154 
 Real estate operating expenses                           2,720,011      3,295,360          7,834,844      9,269,212 
 Depreciation and amortization                            1,192,966      1,192,907          3,586,184      3,784,841 
 Real estate taxes                                          490,251        618,271          1,449,571      1,850,232 
 Management fees                                            487,463        537,173          1,457,567      1,581,722 
 Other                                                       51,180        141,318            358,747        495,395 
                                                        -----------    -----------        -----------    ----------- 
           Total expenses                                 7,853,019      8,840,033         23,343,067     26,824,556 
                                                        -----------    -----------        -----------    ----------- 
           Loss from operations                          (2,167,973)    (2,951,677)        (6,010,841)    (7,528,378)

 Equity in net income (loss) of joint venture               281,109        (75,719)           531,472       (388,825)

 Gain on sale of investments in real estate                       0              0                  0      6,441,898 
                                                        -----------    -----------        -----------    ----------- 
 Net Loss                                                (1,886,864)    (3,027,396)        (5,479,369)    (1,475,305)
    Loss allocated to general partner                          (243)          (390)              (707)          (190)
                                                        -----------    -----------        -----------    ----------- 
    Loss allocated to limited partners                  ($1,886,621)   ($3,027,006)       ($5,478,662)   ($1,475,115)
                                                        ===========    ===========        ===========    =========== 

 Net Loss Per Unit of Limited Partnership Interest:
    Net Loss                                                ($243.34)     ($390.43)          ($706.65)      ($190.26)
                                                        ============   ===========        ===========    =========== 

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

                           The accompanying notes are an integral part of these statements.
</TABLE>


<PAGE>3
<TABLE>
                                                         SB PARTNERS
                                                  (a limited partnership)

                                         STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

                               For the nine months ended September 30, 1995 (Not Audited) and
 for the years ended December 31, 1994 and 1993 (Audited, but not covered by the report of independent public accountants)


 <CAPTION>
  Limited Partners:
                                                         Units of
                                                        Partnership           Cumulative
                                                         Interest                Cash          Accumulated
                                                  Number       Amount       Distributions       Earnings          Total
 <S>                                              <C>      <C>             <C>                  <C>           <C>
  Balance, December 31, 1992                       7,753    $119,968,973     ($97,728,323)       $9,128,331    $31,368,981 
   Net loss for the period                           -           -                -              (8,976,836)    (8,976,836)
                                                   -----    ------------     ------------      ------------    ----------- 
  Balance, December 31, 1993                       7,753     119,968,973      (97,728,323)          151,495     22,392,145 
   Net loss for the period                           -           -                -              (7,757,685)    (7,757,685)
                                                   -----    ------------     ------------      ------------    ----------- 
  Balance, December 31, 1994                       7,753     119,968,973      (97,728,323)       (7,606,190)    14,634,460 
   Net loss for the period                           -           -                -              (5,478,662)    (5,478,662)
                                                   -----    ------------     ------------      ------------    ----------- 

  Balance, September 30, 1995                      7,753    $119,968,973     ($97,728,323)     ($13,084,852)    $9,155,798 
                                                   =====    ============     ============      ============    =========== 


  General Partner:
                                                         Units of
                                                        Partnership           Cumulative
                                                         Interest                Cash          Accumulated

                                                  Number       Amount       Distributions       Earnings          Total

  Balance, December 31, 1992                         1           $10,000         ($24,559)             $168       ($14,391)
   Net loss for the period                           -              -                -               (1,158)        (1,158)
                                                   -----         -------         --------           -------       -------- 
  Balance, December 31, 1993                         1            10,000          (24,559)             (990)       (15,549)
   Net loss for the period                           -              -                -               (1,001)        (1,001)
                                                   -----         -------         --------           -------       -------- 
  Balance, December 31, 1994                         1            10,000          (24,559)           (1,991)       (16,550)
   Net loss for the period                           -              -                -                 (707)          (707)
                                                   -----         -------         --------           -------       -------- 

  Balance, September 30, 1995                        1           $10,000         ($24,559)          ($2,698)      ($17,257)
                                                   =====         =======         ========           =======       ======== 

                              The accompanying notes are an integral part of these statements.
</TABLE>


<PAGE>4
<TABLE>
                                             SB PARTNERS
                                       (a limited partnership)

                                STATEMENTS OF CASH FLOWS (Not Audited)

 <CAPTION>
                                                                          For the Nine Months Ended
                                                                                September 30,
                                                                             1995           1994

 <S>                                                                     <C>            <C>
  Cash Flows From Operating Activities:
  Net Loss                                                               ($5,479,369)    ($1,475,305)
   Adjustments to reconcile net loss to
    net cash provided by operating activities:
     Gain on sale of investment in real estate                                     0      (6,441,898)
     Equity in net (income) loss of joint venture                           (531,472)        388,825 
     Depreciation and amortization                                         3,586,184       3,784,841 
     Amortization of discount on mortgage notes payable                      289,243         252,777 
     Decrease (increase) in other assets                                    (194,487)        663,102 
     Increase in other liabilities                                         3,593,934       3,618,777 
                                                                         -----------     ----------- 

      Net cash provided by operating activities                            1,264,033         791,119 
                                                                         -----------     ----------- 

  Cash Flows From (Used In) Investing Activities:
     Proceeds from sale of real estate                                             0       3,578,075 
     Cash paid on real estate acquisition                                          0        (710,384)
     Capital additions to real estate                                     (1,980,286)     (1,930,391)
     Payments and distributions received from joint venture                  775,091               0 
     Additional advances under guarantees                                          0        (113,651)
                                                                         -----------     ----------- 
      Net cash provided by (used in) investing activities                 (1,205,195)        823,649 
                                                                         -----------     ----------- 


  Cash Flows Used In Financing Activities:
     Principal payments on mortgage notes payable                           (525,535)       (560,721)
                                                                         -----------     ----------- 
      Net cash used in financing activities                                 (525,535)       (560,721)
                                                                         -----------     ----------- 

  Net increase (decrease) in cash and cash equivalents                      (466,697)      1,054,047 
    Cash and cash equivalents at beginning of period                       1,074,985         423,262 
                                                                         -----------     ----------- 

    Cash and cash equivalents at end of period                            $  608,288      $1,477,309 
                                                                         ===========     =========== 


  Supplemental disclosures of cash flow information:
     Cash paid during the period for interest                             $6,058,623      $7,109,714 
                                                                         ===========     =========== 

                   The accompanying notes are an integral part of these statements.
</TABLE>


<PAGE>5
                                  SB PARTNERS

                            (a limited partnership)

                   NOTES TO FINANCIAL STATEMENTS (Unaudited)
                   -----------------------------------------

(1)      Accounting and Financial Reporting
         ----------------------------------

                 The financial statements included herein are unaudited;
         however, the information reflects all adjustments (consisting solely
         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 generally
         accepted accounting principles have been condensed or omitted pursuant
         to such rules and regulations, although the Registrant believes that
         the disclosures are adequate to make the information presented not
         misleading.  It is suggested that these financial statements be read
         in conjunction with the financial statements and the notes thereto
         included in the Registrant's latest annual report on Form 10-K. 
         Certain prior year amounts have been reclassified to make them
         comparable with the current year presentation.

                 The results of operations for the three and nine month periods
         ended September 30, 1995 and 1994 are not necessarily indicative of
         the results to be expected for the full year.

(2)      Commitments and Contingencies
         -----------------------------

                 The Registrant has secured irrevocable letters of credit of
         approximately $1,038,000 which primarily serve as additional collateral
         securing financing for the 1010 Market Street office building.

(3)      Other Matters
         -------------

                 During 1993, the Partnership stopped making regular monthly
         payments of debt service to its lender on the mortgage note secured by
         the International Jewelry Center.  In the interim, the Partnership has
         paid available cash flow from the building to the lender under an
         informal agreement.  In November 1993, the lender declared the loan in
         default and on March 3, 1995, filed a Notice of Default and Election
         to Sell.  It is presently uncertain whether the Partnership will be
         able to successfully continue to hold the property or obtain some
         other resolution that would be beneficial to it.  (Please refer also
         to the Liquidity and Capital Resources section of the Management
         Discussion and Analysis.)


<PAGE>6
                 The Partnership is a party to certain actions directly related
         to its normal business operations.  While the ultimate outcome is not
         presently determinable with certainty, the partnership believes that
         the resolution of these matters will not have a material effect on its
         financial position and operations.





<PAGE>7
           ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS
                THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1995 
                ----------------------------------------------

         General               
         -------

                 The financial statements as of and for the three and nine
         months ended September 30, 1995 reflect the operations of three office
         properties, one shopping center, three residential garden apartment
         properties and two joint ventures.  The financial statements for the
         three and nine months ended September 30, 1994 reflect the operations
         of three office properties, one shopping center, four residential
         garden apartment properties and two joint ventures, although one of
         the apartment properties was sold in June, 1994.

                 Total revenues for the three months ended September 30, 1995
         decreased $203,000 to approximately $5,685,000 from approximately
         $5,888,000 for the three months ended September  30, 1994.  Net loss
         for the three months ended September 30, 1995 decreased $1,140,000 to
         approximately $1,887,000 from a net loss of $3,027,000 for the three
         months ended September 30, 1994.

                 Total revenues for the nine months ended September 30, 1995
         decreased $1,964,000 to approximately $17,332,000 from approximately
         $19,296,000 for the nine months ended September 30, 1994.  Net loss
         for the nine months ended September 30, 1995 increased $4,004,000 to
         approximately $5,479,000 from a net loss of approximately $1,475,000
         for the nine months ended September 30, 1994.  Net loss for the nine
         months ended September 30, 1994 included a gain on sale of investment
         in real estate of approximately $6,442,000.

                 Changes in total revenues and net loss are in part
         attributable to the sale of Woodlake Village/Redwood Village in June
         of 1994, and the reacquisition and sale of Nob Hill Apartments during
         1994.


         Holiday Park Apartments                               
         -----------------------

                 Total revenues for the three months ended September 30, 1995
         remained unchanged from the total revenues of $265,000 for the three
         months ended September 30, 1994.  Net loss after depreciation and
         mortgage interest expense for the three months ended September 30,
         1995 decreased $2,000 to $35,000 from the net loss of $37,000 for the
         three months ended September 30, 1994.  The decrease in net loss was
         primarily due to a decrease in payroll and related costs of $4,000
         partially offset by minor increases in other costs.





<PAGE>8
                 Total revenues for the nine months ended September 30, 1995
         decreased $7,000 to $796,000 from $803,000 for the nine months ended
         September 30, 1994.  Net loss after depreciation and mortgage interest
         expense for the nine months ended September 30, 1995 increased $38,000
         to $105,000 from a net loss of $67,000 for the nine months ended
         September 30, 1994.  The increase in net loss was primarily due to the
         decreased revenue and increases in repairs and maintenance costs of
         $19,000, utilities of $3,000 and insurance of $3,000.


         Meadow Wood Apartments
         ----------------------

                 Total revenues for the three months ended September 30, 1995
         increased $4,000 to $1,104,000 from $1,100,000 for the three months
         ended September 30, 1994. Net loss after depreciation and mortgage
         interest expense for the nine months ended September 30, 1995
         decreased $50,000 to $21,000 from the net loss of $71,000 for the
         three months ended September 30, 1994.  The increase in revenues is
         primarily due to the implementation of increased rental rates at the
         property.  The decrease in net loss is primarily due to the increased
         revenues and decreases in repairs and maintenance costs of $19,000,
         utilities expense of $13,000, administrative expenses of $7,000, and
         professional fees of $4,000.

                 Total revenues for the nine months ended September 30, 1995
         increased $122,000 to $3,330,000 from $3,208,000 for the nine months
         ended September 30, 1994.  Net loss after depreciation and mortgage
         interest expense for the nine months ended September 30, 1995
         decreased $113,000 to $35,000 from a net loss of $148,000 for the nine
         months ended September 30, 1994.  The increase in revenues and
         decrease in net loss are primarily the result of a strong apartment
         market as evidenced by increases in rental rates implemented at the
         property during the last year which increased revenues by $101,000,
         and increased occupancy which increased revenues by $20,000, partially
         offset by an increase in payroll and related costs of $7,000.


         Sahara Palms Apartments                               
         -----------------------

                 Total revenues for the three months ended September 30, 1995
         decreased $11,000 to $487,000 from $498,000 for the three months ended
         September 30, 1994.  Net loss after depreciation and mortgage interest
         expense for the three months ended September 30, 1995 increased
         $15,000 to $73,000 from $58,000 for the three months ended September
         30, 1994.  The decrease in total revenues is primarily due to an
         increase in concessions allowed to tenants which decreased revenues
         $7,000, and a decrease in incidental income of $3,000.  The decrease
         in net loss is primarily due to the decrease in revenues and an
         increase in advertising and promotion expense of $6,000.





<PAGE>9
                 Total revenue for the nine months ended September 30, 1995
         increased $16,000 to $1,498,000 from $1,482,000 for the nine months
         ended September 30, 1994.  Net loss after depreciation and mortgage
         interest expense for the nine months ended September 30, 1995
         increased $17,000 to $159,000 from a net loss of $142,000 for the nine
         months ended September 30, 1994.  The increase in revenue is primarily
         due to rental increases implemented at the property during the year. 
         The increase in net loss is primarily due to increases in repairs and
         maintenance costs of $9,000, advertising and promotion costs of
         $7,000, insurance expense of $3,000, and real estate taxes of $2,000.


         International Jewelry Center                                    
         ----------------------------

                 Total revenues for the three months ended September 30, 1995
         increased $58,000 to $1,702,000 from $1,644,000 for the three months
         ended September 30, 1994.  Net loss for the three months ended
         September 30, 1995 decreased $21,000 to $840,000 from $861,000 for the
         three months ended September 30, 1994.  The increase in revenues is
         primarily due to increased occupancy at the property which increased
         revenues $75,000, and increases in rental rates charged at the
         property which increased revenues $73,000.  These increases were
         partially offset by decreases in escalation income of $65,000 and
         other income of $24,000.  The decrease in net loss was primarily due
         to the increased revenue for the period, partially offset by an
         increase in overall expenses of $62,000, which was primarily due to an
         increase in janitorial expense of $75,000.

                 Total revenues for the nine months ended September 30, 1995
         increased $256,000 to $5,155,000 from $4,899,000 for the nine months
         ended September 30, 1994.  Net loss after depreciation and mortgage
         interest expense for the nine months ended September 30, 1995
         decreased $124,000 to $2,341,000 from $2,465,000  for the nine months
         ended September 30, 1994.  The increase in total revenues was
         primarily due to a significant increase of 7% in average occupancy to
         71% for the nine months ended September 30, 1995 from 64% for the
         comparable period in 1994.  The increased occupancy added $422,000 to
         total revenues, which was partially offset by decreases in escalation
         income of $79,000 and other income of $87,000.  The decrease in net
         loss was primarily due to the increase in revenues, partially offset
         by increased depreciation expense of $209,000, which was partially
         offset by decreases in operating expenses totalling approximately
         $77,000.





<PAGE>10
                 During 1993, the Partnership stopped making regular monthly
         payments of debt service to its lender on the mortgage note secured by
         the International Jewelry Center.  In the interim, the Partnership has
         paid available cash flow from the building to the lender under an
         informal agreement.  In November 1993, the lender declared the loan in
         default and on March 3, 1995, filed a Notice of Default and Election
         to Sell.  It is presently uncertain whether the Partnership will be
         able to successfully continue to hold the property or obtain some
         other resolution that would be beneficial to it.  (Please refer also
         to Footnote 3 of the accompanying financial statements.)


         Plantation Shopping Center                                  
         --------------------------

                 Total revenues for the three months ended September 30, 1995
         increased $51,000 to $334,000 from $283,000 for the three months ended
         September 30, 1994.  Net loss after depreciation and mortgage interest
         expense for the three months ended September 30, 1995 decreased
         $148,000 to $176,000 from $324,000 for the three months ended
         September 30, 1994.  The increase in total revenues was primarily due
         to increases in rental rates at the property which increased revenues
         $75,000, but was partially offset by decreases in escalation income of
         $31,000.  The decrease in net loss is primarily due to the increase in
         revenues, and decreases in professional fees expense of $61,000.

                 Total revenue for the nine months ended September 30, 1995
         increased $147,000 to $1,098,000 from $951,000 for the nine months
         ended September 30, 1994.  Net loss after depreciation and mortgage
         interest expense for the nine months ended September 30, 1995
         decreased $452,000 to $403,000 from $855,000 for the nine months ended
         September 30, 1994.  The increase in total revenues was primarily due
         to increases in rental rates charged at the property which increased
         revenues $100,000, increases in average occupancy which increased
         income $13,000, and increases in escalation income which increased
         income $26,000.  The decrease in net loss is primarily due to the
         increased revenues, and decreases in professional fees expense of
         $225,000 and real estate taxes of $55,000.  Legal fees incurred in the
         prior year pertained to a tenant collection matter which has since
         been resolved.





<PAGE> 11
         1010 Market Street                          
         ------------------

                 Total revenues for the three months ended September 30, 1995
         increased $62,000 to 1,447,000 from $1,385,000 for the three months
         ended September 30, 1994.  Net loss after depreciation and mortgage
         interest expense for the three months ended September 30, 1995
         decreased $186,000 to $199,000 from $384,000 for the three months
         ended September 30, 1994.  The increase in revenues was primarily due
         to increases in rental rates charged at the property which increased
         income $39,000, and increases in miscellaneous income of $22,000.  The
         decrease net loss was primarily due to the increase in revenues, and
         decreases in depreciation expense of $104,000 and utilities expense of
         $13,000.

                 Total revenue for the nine months ended September 30, 1995
         increased $68,000 to $4,372,000 from $4,304,000 for the nine months
         ended September 30, 1994.  Net loss after depreciation and mortgage
         interest expense for the nine months ended September 30, 1995
         decreased $415,000 to $528,000 from $943,000 for the nine months ended
         September 30, 1994.  The increase in revenues was primarily due to
         increases in rental rates charged at the property which increased
         income $42,000, and increases in miscellaneous income of $28,000.  The
         decrease in net loss was primarily due to the increase in revenues,
         and decreases in depreciation expense of $270,000, utilities expense
         of $25,000, janitorial expense of $21,000, and repairs and maintenance
         of $20,000.


         Cherry Hill Office Center
         -------------------------

                 Total revenues for the three months ended September 30, 1995
         decreased $20,000 to $342,000 from $362,000 for the three months ended
         September 30, 1994.  Net income after depreciation and mortgage
         interest expense decreased $58,000 to $12,000 from $70,000 for the
         three months ended September 30, 1994.  The decrease in revenues was
         primarily due to a decrease in average occupancy of 5% to 73% for the
         quarter ended September 30, 1995 from 78% for the comparable period in
         1994.  The decrease in net income was primarily due to the decreased
         revenues and increased utilities expense of $28,000.

                 Total revenues for the nine months ended September 30, 1995
         decreased $123,000 to $1,009,000 from $1,132,000 for the nine months
         ended September 30, 1994.  Net income after depreciation and mortgage
         interest expense decreased $120,000 to $83,000 from $203,000 for the
         nine months ended September 30, 1994.  The decrease in total revenues
         was primarily due to decreases in base rent charged to tenants which
         decreased revenues by $93,000, decreased occupancy which decreased
         revenues $18,000, and decreased escalation income of $12,000.  The
         decrease in net income is directly attributable to the decreased
         revenues as overall expenses remained relatively constant while the
         revenues decreased.





<PAGE 12>
         Mortgage Notes Receivable Portfolio
         -----------------------------------

                 There was no interest income from the mortgage receivable
         portfolio in the quarter ended September 30, 1995 or 1994.

                 Interest income from the mortgages receivable portfolio for
         the nine months ended September 30, 1995 decreased to $-0-  from
         $497,000 for the nine months ended September 30, 1994.

                 The decreases were caused by the reacquisition of Nob Hill
         Apartments in July, 1994.


         Investment in Joint Venture
         ---------------------------

                 Equity in net income (loss) of joint venture for the three
         months ended September 30, 1995 increased $357,000 to income of
         $281,000 from a loss of $76,000 for the three months ended September
         30, 1994.  The increase in net income is primarily due to increased
         occupancy rates of approximately 6% to approximately 95% during the
         quarter ended September 30, 1995 from approximately 89% during the
         quarter ended September 30, 1994.  In addition to increased occupancy,
         increases in base rentals charged to tenants accounted for $92,000 of
         the increase in net income.

                 Equity in net income (loss) of joint venture for the nine
         months ended September 30, 1995 increased $920,000 to income of
         $531,000 from a net loss of $389,000 for the three months ended
         September 30, 1994.  The increase in net income was primarily due to
         increases in average occupancy of approximately 7% to approximately
         93% during the nine months ended September 30, 1995 from 86% during
         the nine months ended September 30, 1994.  In addition to increased
         occupancy, increases in base rentals charged to tenants accounted for
         $178,000 of the increase in net income.


         Liquidity and Capital Resources                                       
         -------------------------------

                 As of September 30, 1995, the Registrant had cash and cash
         equivalents of $608,000 in addition to $1,419,000 of deposits  held in
         escrow by certain lenders for the payment of  insurance, real estate
         taxes, and certain capital and maintenance costs.  These balances are
         approximately $351,000 less than cash, cash equivalents, and deposits
         held in escrow on December 31, 1994.





<PAGE>13
                 Debt at September 30, 1995 consisted of approximately
         $112,000,000 of nonrecourse first mortgage notes payable secured by
         real estate owned by the Registrant. The holder of the mortgage note
         secured by Plantation Shopping Center in the amount of $6,793,000 has
         extended the maturity of the loan from October 31 to December 31,
         1995.  The Registrant has entered into negotiations to sell the
         property, although there can be no assurances that such a sale will
         close prior to the extended maturity, or at all.  Other scheduled
         maturities through regularly scheduled monthly payments of principal
         and interest will be approximately $100,000 for the last fiscal
         quarter of 1995.  The terms of certain mortgage notes require monthly
         escrow of estimated annual real estate tax, insurance, and reserves
         for repairs, maintenance and improvements to the secured property, in
         addition to the payments of principal and interest.

                 As of September 30, 1995, the Registrant has issued
         irrevocable letters of credit in the amount of $1,038,000 which
         primarily serve as additional collateral securing financing for 1010
         Market Street office building.  The Registrant has no other debt
         except normal trade accounts payable and expenses, and accrued
         interest on previously discussed mortgage notes payable.

                 Cash flow from the Registrant's apartment properties has been
         stable and in certain cases increasing moderately, reflecting an
         improvement in many apartment submarkets.  Cash flow from all sources
         is projected to be sufficient to cover operating, financing and
         improvement costs in the near future at such properties.  Office
         markets where the Registrant owns properties have experienced extended
         periods of high vacancy rates, significantly lower effective rental
         rates, reduced demand, and high risks of tenant failures and
         overbuilding.  New leases and renewals of existing leases are being
         made on terms that are significantly more in favor of tenants with
         reduced rental rates, periods of free or reduced rent, and costs of
         altering and improving rented premises being borne by the landlord. 
         Consequently, rental revenues have in recent years, for certain
         properties, been insufficient to cover operating costs, tenant
         improvement costs and other capital expenditures and scheduled debt
         service payments.  Funds generated from other sources, including, but
         not limited to, sales or joint venturing of real estate investments or
         additional secured or unsecured borrowing, have at times been utilized
         to offset cash flow deficits resulting from operating these
         properties.  The Registrant projects that it will be able to generate
         sufficient cash flow from all sources to meet working capital
         requirements in 1995.





<PAGE>14                  Due to the impact of the conditions discussed above
                 and the continuing decline in commercial office rents in the
                 downtown Los Angeles office market, cash flow generated by
                 International Jewelry Center has not been sufficient to carry
                 debt service on the mortgage encumbering the property.  The
                 Registrant ceased paying scheduled debt service in May 1993
                 and since then has only been paying debt service based on
                 available cash flow from the building.  The loan was declared
                 in default by the lender in November 1993.  The lender filed a
                 Notice of Default and Election to Sell on March 3, 1995.  It
                 is uncertain whether the Registrant will be able to
                 successfully continue to hold the property or obtain some
                 other resolution that would be beneficial to it.  The
                 Registrant recorded a reserve for real estate losses of
                 $4,162,000 for the year ended December 31, 1994 in connection
                 with this property.





<PAGE>15






                          PART II - OTHER INFORMATION




           ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
                    --------------------------------

                                  (a)      Exhibits
                                           None

                                  (b)      Reports on Form 8-K
                                           None

                                  All other item numbers are not submitted
                                  because they are not applicable.<PAGE>





<PAGE>16

                                   SIGNATURES

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






                                           SB PARTNERS                        
                                           -----------------------------------
                                           (Registrant)



                                  By:      SB PARTNERS REAL ESTATE CORPORATION
                                           -----------------------------------
                                           General Partner







Dated: November 10, 1995          By:      /s/ John H. Streicker          
                                           -----------------------------------
                                           John H. Streicker
                                           President



Dated: November 10, 1995          By:      /s/ Elizabeth B. Longo         
                                           -----------------------------------
                                           Elizabeth B. Longo
                                           Chief Financial Officer



Dated: November 10, 1995          By:      /s/ George N. Tietjen          
                                           -----------------------------------
                                           George N. Tietjen  III
                                           First Vice President/Controller<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                         608,288
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             6,691,543
<PP&E>                                     174,718,715
<DEPRECIATION>                            (48,902,520)
<TOTAL-ASSETS>                             133,116,026
<CURRENT-LIABILITIES>                       11,959,999
<BONDS>                                    112,017,486
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                   9,138,541
<TOTAL-LIABILITY-AND-EQUITY>               133,116,026
<SALES>                                              0
<TOTAL-REVENUES>                            17,863,698
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                            14,686,913
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           8,656,154
<INCOME-PRETAX>                            (5,479,369)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (5,479,369)
<EPS-PRIMARY>                                    (707)
<EPS-DILUTED>                                    (707)
        

</TABLE>


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