SB PARTNERS
10-Q, 1995-08-10
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    June 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
         June 30, 1995 and December 31, 1994                    1

    Statements of Operations
         For the three and six months ended June 30, 1995
         and 1994                                               2

    Statements of Cash Flows
         For the six months ended June 30, 1995
         and 1994                                               3

    Statements of Changes in Partners' Capital
         For the years ended December 31, 1994 and 1993
         and six months ended June 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
                                           June 30, 1995 (Not Audited) and
                December 31, 1994 (Audited, but not covered by the report of independent accountants)
 <CAPTION>
                                                                                   June 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                                      149,292,880          148,151,143 
      Less - accumulated depreciation and valuation allowance                      (47,802,087)         (45,595,714)
                                                                                  ------------         ------------ 
                                                                                   115,188,077          116,252,713 

      Investment in joint venture                                                   10,953,213           11,133,621 

                                                                                  ------------         ------------ 
                                                                                   126,141,290          127,386,334 
    Other assets-
     Cash and cash equivalents                                                         332,880            1,074,985 
     Accounts receivable, accrued interest and other                                 6,536,581            6,776,434 
                                                                                  ------------         ------------ 
                Total assets                                                      $133,010,751         $135,237,753 
                                                                                  ============         ============ 

  Liabilities:
     Mortgage notes payable, net of unamortized discount
      of $122,415 and $310,904, respectively                                      $112,094,475         $112,253,778 
     Accounts payable and accrued expenses                                           8,647,590            7,179,185 

     Tenants' security deposits                                                      1,243,281            1,186,880 
                                                                                  ------------         ------------ 
             Total liabilities                                                     121,985,346          120,619,843 
                                                                                  ------------         ------------ 

  Partners' Capital:
  Units of partnership interest without par value;
     Limited partner - 7,753 units                                                  11,042,418           14,634,460 
     General partner - 1 unit                                                          (17,013)             (16,550)
                                                                                  ------------         ------------ 
                                                                                    11,025,405           14,617,910 
                                                                                  ------------         ------------ 

           Total liabilities & partners' capital                                  $133,010,751         $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               For the Six Months   
                                                             Ended June 30,                   Ended June 30,
                                                          ---------------------          -------------------------

                                                           1995           1994              1995           1994
                                                        -----------    ----------       -----------    -----------
 <S>                                                    <C>          <C>               <C>            <C>
 Revenues:
 Rental income                                           $5,619,631   $6,021,531        $11,286,715    $12,458,723 
 Interest on mortgage notes receivable                            0      249,334                  0        496,834 
 Interest on short-term investments                           8,706       77,902             28,824         92,988 
 Other                                                      117,061      180,491            331,641        359,277 
                                                        -----------   -----------       -----------    ----------- 
           Total revenues                                 5,745,398    6,529,258         11,647,180     13,407,822 
                                                        -----------   -----------       -----------    ----------- 


 Expenses:
 Interest on mortgage notes payable                       2,873,632    3,331,763          5,745,006      6,788,150 
 Real estate operating expenses                           2,567,535    2,974,472          5,114,833      5,973,852 
 Depreciation and amortization                            1,198,667    1,263,500          2,393,218      2,591,934 
 Real estate taxes                                          462,387      581,383            959,320      1,231,961 
 Management fees                                            486,387      512,779            970,104      1,044,549 
 Other                                                      179,758      129,762            307,567        354,077 
                                                        -----------   -----------       -----------    ----------- 
           Total expenses                                 7,768,366    8,793,659         15,490,048     17,984,523 
                                                        -----------   -----------       -----------    ----------- 
           Income (loss) from operations                 (2,022,968)  (2,264,401)        (3,842,868)    (4,576,701)

 Equity in net income (loss) of joint venture               296,036     (108,319)           250,363       (313,106)


 Gain on sale of investments in real estate                       0    6,441,898                  0      6,441,898 
                                                        -----------   -----------       -----------    ----------- 
 Net Income (loss)                                       (1,726,932)   4,069,178         (3,592,505)     1,552,091 
    Income (loss) allocated to general partner                 (223)         525               (463)           200 
                                                        -----------   -----------       -----------    ----------- 
    Income (loss) allocated to limited partners         ($1,726,709)  $4,068,653        ($3,592,042)    $1,551,891 
                                                        ===========   ===========       ===========    =========== 

 Net Income (Loss) Per Unit of Limited Partnership Interest:
    Net income (loss)                                      ($222.71)     $524.78           ($463.31)       $200.17 
                                                        ============   ==========       ===========    =========== 

    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 six months ended June 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                           -           -                -              (3,592,042)    (3,592,042)
                                                   -----    ------------     ------------       -----------    ----------- 

  Balance, June 30, 1995                           7,753    $119,968,973     ($97,728,323)     ($11,198,232)   $11,042,418 
                                                   =====    ============     ============       ===========    =========== 


  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                           -           -                -                    (463)          (463)
                                                   -----         -------         --------           -------       -------- 


  Balance, June 30, 1995                             1           $10,000         ($24,559)          ($2,454)      ($17,013)
                                                   =====         =======         ========           =======       ======== 

                              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 Six Months Ended
                                                                                   June 30,
                                                                             1995           1994

 <S>                                                                     <C>             <C>
  Cash Flows From Operating Activities:
  Net Income (Loss)                                                      ($3,592,505)     $1,552,091 
   Adjustments to reconcile net income (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                           (250,363)        313,106 
     Depreciation and amortization                                         2,393,218       2,591,934 
     Amortization of discount on mortgage notes payable                      188,488         164,747 
     Decrease (increase) in other assets                                      53,009         (66,527)
     Increase in other liabilities                                         1,524,806       2,171,238 
                                                                         -----------     ----------- 

      Net cash provided by operating activities                              316,653         284,691 
                                                                         -----------     ----------- 

  Cash Flows From Investing Activities:
     Proceeds from sale of real estate                                             0       4,337,423 
     Capital additions to real estate                                     (1,141,737)     (1,391,604)
     Payments and distributions received from joint venture                  430,771               0 
     Additional advances under guarantees                                          0        (113,651)
                                                                         -----------     ----------- 
      Net cash provided by (used in) investing activities                   (710,966)      2,832,168 
                                                                         -----------     ----------- 

  Cash Flows From Financing Activities:

     Principal payments on mortgage notes payable                           (347,792)       (382,240)
                                                                         -----------     ----------- 
      Net cash used in financing activities                                 (347,792)       (382,240)
                                                                         -----------     ----------- 

  Net increase (decrease) in cash and cash equivalents                      (742,105)      2,734,619 
    Cash and cash equivalents at beginning of period                       1,074,985         423,262 
                                                                         -----------     ----------- 

    Cash and cash equivalents at end of period                            $  332,880      $3,157,881 
                                                                         ===========     =========== 



  Supplemental disclosures of cash flow information:
     Cash paid during the period for interest                             $4,018,476      $5,074,576 
                                                                         ===========     =========== 

                   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 six month periods ended
    June 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 SIX MONTHS ENDED JUNE 30, 1995
                    ----------------------------------------

    General
    -------

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

         Total revenues for the three months ended June 30, 1995 decreased
    $784,000 to approximately $5,745,000 from approximately $6,529,000 for the
    three months ended June 30, 1994.  Net income decreased $5,796,000 to a
    loss of approximately $1,727,000 from net income after gain on sale of
    investments in real estate of approximately $4,069,000 for the three months
    ended June 30, 1994.

         Total revenues for the six months ended June 30, 1995 decreased
    $1,761,000 to approximately $11,647,000 from approximately $13,408,000 for
    the six months ended June 30, 1994.  Net income decreased $5,144,000 to a
    loss of approximately $3,593,000 from net income after sale of investments
    in real estate of approximately $1,552,000 for the six months ended June
    30, 1994.

         Changes in total income 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 June 30, 1995 decreased
    $3,000 to $266,000 from $269,000 for the three months ended June 30, 1994. 
    Net loss after depreciation and mortgage interest expense for the three
    months ended June 30, 1995 increased $10,000 to $29,000 from the net loss
    of $19,000 for the three months ended June 30, 1994.  The increase in net
    loss is primarily due to the decrease in revenues and an increase of
    repairs and maintenance costs of $8,000.


<PAGE>8

         Total revenues for the six months ended June 30, 1995 decreased $7,000
    to $531,000 from $538,000 for the six months ended June 30, 1994.  Net loss
    after depreciation and mortgage interest expense increased $40,000 to
    $70,000 from $30,000 for the six months ended June 30, 1994.  The increase
    in net loss was primarily due the decrease in revenues and increases in
    repair and maintenance costs of $15,000, and an increase in apartment
    turnover costs of $6,000.

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

         Total revenues for the three months ended June 30, 1995 increased
    $59,000 to $1,106,000 from $1,047,000 for the three months ended June 30,
    1994.  Net loss after depreciation and mortgage interest expense for the
    three months ended June 30, 1995 decreased $65,000 to $7,000 from $72,000
    for the three months ended June 30, 1994.  The increase in revenues and
    decrease in net loss are primarily a result of a strong apartment market as
    evidenced by increases in rental rates implemented at the property during
    the past year which increased revenues by $32,000, and decreases in
    vacancies which increased revenues by $24,000.

         Total revenues for the six months ended June 30, 1995 increased
    $119,000 to $2,227,000 from $2,108,000 for the six months ended June 30,
    1994.  Net loss after depreciation and mortgage interest expense for the
    six months ended June 30, 1995 decreased $63,000 to $14,000 from $77,000
    for the six months ended June 30, 1994.  The increase in revenues is the
    result of increased rental rates implemented at the property, which
    increased revenues by $84,000, and decreased vacancies, which increased
    revenues by $30,000.  The decrease in net loss is a result of the increased
    revenues offset by increases in property operating costs, primarily
    increases in repairs and maintenance of $21,000, in utilities of $19,000,
    and in payroll and related costs of $8,000.

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

         Total revenues for the three months ended June 30, 1995 increased
    $11,000 to $501,000 from $490,000 for the three months ended June 30, 1994. 
    Net loss after depreciation and mortgage interest expense for the three
    months ended June 30, 1995 decreased $14,000 to $40,000 from $54,000 for
    the three months ended June 30, 1994.  The increase in revenues is due to
    the implementation of rental increases at the property which increased
    revenues by $22,000, but were partially offset by slight increases in
    vacancies and credit losses totalling $11,000.  The decrease in net loss
    was due to the increase in revenues and a decrease in operating expenses,
    primarily a decrease in payroll and related expenses of $5,000.


<PAGE>9

         Total revenues for the six months ended June 30, 1995 increased
    $26,000 to $1,011,000 from $985,000 for the six months ended June 30, 1994. 
    Net loss after depreciation and mortgage interest expense increased $2,000
    to $86,000 from $84,000 for the six months ended June 30, 1994.  The
    increase in revenues is primarily due to rental increases at the property
    which increased revenues by $43,000, but were partially offset by slight
    increases in vacancy and credit losses of $18,000.  The increase in net
    loss was the result of increased operating expenses, primarily increased
    repairs and maintenance costs of $10,000, offset by the increases in
    revenues.


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

         Total revenues for the three months ended June 30, 1995 increased
    $188,000 to $1,794,000 from $1,606,000 for the three months ended June 30,
    1994.  Net loss after depreciation and mortgage interest expense for the
    three months ended June 30, 1995 decreased $135,000 to $659,000 from
    $794,000 for the three months ended June 30, 1994.  The increase in
    revenues is primarily due to an increase in rental rates on new and renewal
    leases, increasing income $129,000, and increased average occupancy rates
    which increased income $67,000.  The increase in revenue was partially
    offset by increased operating costs, primarily increases in professional
    fees of $28,000, security costs of $20,000, and payroll and related costs
    of $11,000.

         Total revenues for the six months ended June 30, 1995 increased
    $198,000 to $3,453,000 from $3,255,000 for the six months ended June 30,
    1994.  Net loss after depreciation and mortgage interest expense for the
    six months ended June 30, 1995 decreased $128,000 to $1,476,000 from
    $1,604,000 for the six months ended June 30, 1994.  The increase in
    revenues is due to increases in rental rates on new and renewal leases,
    which increased income $139,000, and increases in average occupancy rates
    which increased income $130,000.  These increases were partially offset by
    decreases in miscellaneous income of $59,000, and escalation income of
    $11,000.  The increased revenues were partially offset by increased costs,
    primarily an increase in depreciation expense of $139,000, payroll and
    related costs of $56,000, and an increase in security costs of $25,000,
    offset by decreases in real estate tax expense of $69,000, janitorial
    expense of $44,000, repairs and maintenance of $19,000, and insurance
    expense of $17,000.


<PAGE>10

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

         Total revenues for the three months ended June 30, 1995 increased
    $41,000 to $367,000 from $326,000 for the three months ended June 30, 1994. 
    Net loss after depreciation and mortgage interest expense for the three
    months ended June 30, 1995 decreased $254,000 to $132,000 from $386,000 for
    the three months ended June 30, 1994.  The increase in revenues was
    primarily due to an increase in escalation income of $50,000.  The decrease
    in net loss was due to the increase in revenues and a decrease in operating
    expenses, primarily professional fees of $80,000 and real estate taxes of
    $18,000, and a decrease in interest expense of $41,000.

         Total revenues for the six month ended June 30, 1995 increased $96,000
    to $764,000 from $668,000 for the three months ended June 30, 1994.  Net
    loss after depreciation and mortgage interest expense for the six months
    ended June 30, 1995 decreased $304,000 to 227,000 from $531,000 for the six
    months ended June 30, 1994.  The increased revenues were primarily the
    result of an increase in escalation income of $55,000 and an increase in
    rental rates at the property which increased revenues $25,000.  The
    decrease in net loss was due to increased revenues and a decrease in
    professional fees of $165,000.  The legal fees incurred in the prior year
    were incurred in connection with a tenant collection matter which has since
    been resolved.


    1010 Market Street
    ------------------

         Total revenues for the three months ended June 30, 1995 decreased
    $17,000 to $1,429,000 from $1,446,000 for the three months ended June 30,
    1994.  Net loss after depreciation and mortgage interest expense decreased
    $210,000 to $180,000 from $390,000 for the three months ended June 30,
    1994.  The decrease in revenues was primarily due to a decrease in rental
    rates negotiated on new and renewal leases at the property, which reduced
    revenues by $39,000, offset by an increase in miscellaneous income of
    $21,000.  The decrease in net loss was primarily due to decreases in
    depreciation expense of $107,000, interest expense of $104,000 and repairs
    and maintenance of $17,000, which were offset by the decreased revenue.


<PAGE>11

         Total revenues for the six months ended June 30, 1995 increased $6,000
    to $2,925,000 from $2,919,000 for the six months ended June 30, 1994.  Net
    loss after depreciation and mortgage interest expense decreased $229,000 to
    $330,000 from $559,000 for the six months ended June 30, 1994.  The
    increase in revenues was due to increases in rental rates at the property
    which increased revenues $24,000, an increase in real estate tax income of
    $17,000, and an increase of $6,000 in miscellaneous income, which were
    partially offset by a decrease of $24,000 in escalation income, and a
    decrease in average occupancy which reduced income $18,000.  The decrease
    in net loss was primarily due to the increased revenue and decreases in
    depreciation expense of $160,000, janitorial expense of $30,000, interest
    expense of $16,000, and utilities of $11,000.


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

         Total revenues for the three months ended June 30, 1995 decreased
    $66,000 to $324,000 from $390,000 for the three months ended June 30, 1994. 
    Net income decreased $29,000 to $15,000 from $44,000 for the three months
    ended June 30, 1994.  The decrease in revenues was primarily due to a
    decrease in average occupancy of 8.9% from 78.4% to 69.5%, which decreased
    revenues by $41,000, a decrease in rental rates offered on new and renewal
    leases at the property which decreased revenues by $12,000, and a decrease
    in escalations of $5,000.  The decrease in net income was due to the
    decrease in revenues and an increase in repairs and maintenance of $14,000,
    offset by decreases in other operating expenses, primarily a decrease in
    real estate taxes of $50,000.

         Total revenues for the six months ended June 30, 1995 decreased
    $103,000 to $667,000 from $770,000 for the six months ended June 30, 1994. 
    Net income for the six months ended June 30, 1995 decreased $62,000 to
    $71,000 from $133,000 for the six months ended June 30, 1994.  The decrease
    in revenues was primarily due to a decrease in average occupancy of 7.8%
    from 80.3% to 72.5%, which reduced income by $84,000, and a decrease in
    escalation income of $11,000.  The decrease in net income was due to the
    decrease in revenues, offset by decreases in other operating expenses,
    primarily a decrease in real estate taxes of $46,000.


<PAGE>12

    Mortgage Notes Receivable Portfolio
    -----------------------------------

         Interest income from the mortgage notes receivable portfolio decreased
    to $-0- for the three months ended June 30, 1995 as compared with $249,000
    for the three months ended June 30, 1994.

         Interest income from the mortgages receivable portfolio decreased to
    $-0- for the six months ended June 30, 1995 as compared to $496,000 for the
    six months ended June 30, 1994.

         The decrease was 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 June 30, 1995 increased $404,000 to income of $296,000 from a loss of
    $108,000 for the three months ended June 30, 1994.  The increase in net
    income is primarily due to a significant increase in the property occupancy
    rate of 8% to 93% at June 30, 1995 as compared to 85% at June 30, 1994.

         Equity in net income (loss) of joint venture for the six months ended
    June 30, 1995 increased $563,000 to income of $250,000 from a net loss of
    $313,000 for the six months ended June 30, 1994.  Revenue at the property
    increased $234,000 due to the increase in occupancy and $86,000 due to
    rental increases implemented at the property during the last year, while
    expenses were virtually unchanged from the preceding year.    


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

         As of June 30, 1995, the Registrant had cash and cash equivalents of
    $333,000 in addition to $1,313,000 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 $732,000
    less than cash, cash equivalents, and deposits held in escrow on December
    31, 1994.


<PAGE>13

         Debt at June 30, 1995 consisted of approximately $112,100,000 of
    nonrecourse first mortgage notes payable secured by real estate owned by
    the Registrant. The mortgage note secured by Plantation Shopping Center in
    the amount of $6,793,000 is scheduled to mature in the last quarter of
    1995.  Other scheduled maturities through regularly scheduled monthly
    payments of principal and interest will be approximately $300,000 for the
    last two fiscal quarters 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 June 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 the 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 apartments 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, although it
    anticipates postponing the payment of management fees during the third and
    early part of the fourth quarter to cover a possible temporary shortfall
    caused by capital improvements to one of the properties.  The fees will be
    paid as cash from all sources becomes available to do so.


<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 fault 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.  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>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: August 8, 1995         By: /s/ John H. Streicker          
                                  -------------------------------
                                  John H. Streicker
                                  President



Dated: August 8, 1995         By: /s/ Elizabeth B. Longo         
                                  -------------------------------
                                  Elizabeth B. Longo
                                  Chief Financial Officer



Dated: August 8, 1995         By: /s/ George N. Tietjen          
                                  -------------------------------
                                  George N. Tietjen  III
                                  Vice President and Controller<PAGE>

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<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                         332,880
<SECURITIES>                                         0
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                                0
                                          0
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