UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 8, 1997
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SB Partners
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(Exact name of registrant as specified in its charter)
New York 000-08952 13-6294787
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
666 Fifth Avenue, New York, NY 10103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 408-2929
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(Former name or former address, if changed since last report.)
Item 7. Financial Statements
The following historical financial information is included as an
amendment to the Form 8-K dated December 8, 1997, filed on December
23, 1997 and incorporated herein by reference.
<PAGE>2
SB PARTNERS
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FORM 8-K/A
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INDEX TO FINANCIAL STATEMENTS
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Statement of Revenues and Certain Expenses
for the nine months ended September 30, 1997 (Unaudited) . . . 3
Notes to Statement of Revenues and Certain Expenses (Unaudited) . . 4
Report of Independent Public Accountants . . . . . . . . . . . . . 5
Statements of Revenues and Certain Expenses
For the years ended December 31, 1996, 1995 and 1994 . . . . . 6
Notes to Statements of Revenues and Certain Expenses . . . . . . . 7
<PAGE>3
<TABLE>
RIVERBEND APARTMENTS
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STATEMENT OF REVENUES AND CERTAIN EXPENSES
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FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
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UNAUDITED
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<CAPTION>
<S> <C>
OPERATING REVENUES:
Rental income $2,743,422
Other operating income 540,666
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Total revenues 3,284,088
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OPERATING EXPENSES:
Utilities 706,363
Payroll and related costs 431,300
Repairs and maintenance 383,182
Real estate taxes 190,387
Property management costs 164,205
Insurance 51,723
General and administrative 44,343
Advertising and promotion 36,850
Professional fees 22,500
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Total expenses 2,030,853
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Revenues in excess of certain expenses $1,253,235
==========
<FN>
The accompanying notes are an integral part of this statement.
</FN>
</TABLE>
<PAGE>4
RIVERBEND APARTMENTS
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NOTES TO STATEMENT OF REVENUES AND CERTAIN EXPENSES
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FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
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UNAUDITED
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1. BASIS OF PRESENTATION
----------------------
The accompanying statement of revenues and certain expenses
relate to the operations of Riverbend Apartments (the
"Property"), a 594-unit residential apartment community
located in Atlanta, Georgia, owned by Sentinel River Venture
Company (the "Venture"), a Georgia general partnership. On
December 15, 1997, SB Partners, the owner of a sixty percent
interest in the Venture, purchased the forty percent interest
formerly held by its co-venturer and became the sole owner of
the Property.
The accompanying statements have been prepared for the purpose
of complying with Rule 3-14 of Regulation S-X of the
Securities and Exchange Commission and thus exclude certain
expenses, such as depreciation, amortization, and certain
professional fees not related to the future operations of the
property. Management is not aware of any material factors
relating to the property which would cause the reported
financial information not to be indicative of future operating
results.
2. SIGNIFICANT ACCOUNTING POLICIES
-------------------------------
The accompanying financial statements are prepared on the
accrual basis of accounting in accordance with generally
accepted accounting principles. Rental income is recorded as
it is earned pursuant to the terms of leases entered into with
tenants, generally for periods not longer than a year. Rent
concessions granted to tenants are not material to the
financial statements. The preparation of financial statements
in conformity with generally accepted accounting principles
requires the use of certain estimates in determining revenues
and expenses. Actual results could differ from those
estimates.
3. PROPERTY MANAGEMENT SERVICES
----------------------------
An affiliate of the general partner of SB Partners oversees
the management and operations of Riverbend Apartments. For
these services, the Venture paid a property management fee
equal to 5% of gross receipts, as defined. Such billings
amounted to $164,205 for the nine months ended September 30,
1997.
<PAGE>5
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of SB Partners:
We have audited the accompanying statements of revenues and certain expenses of
Riverbend Apartments for each of the three years in the period ended December
31, 1996. These statements are the responsibility of the Property s
management. Our responsibility is to express an opinion on these statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
The accompanying statements of revenues and certain expenses were prepared for
the purpose of complying with the rules and regulations of the Securities and
Exchange Commission (for inclusion in the Form 8-K/A of SB Partners) as
described in Note 1, and are not intended to be a complete presentation of
Riverbend Apartments' revenues and expenses.
In our opinion, the statements referred to above present fairly, in all
material respects, the revenues and certain expenses of Riverbend Apartments
for each of the three years in the period ended December 31, 1996, in
conformity with generally accepted accounting principles.
/s/ Arthur Andersen LLP
New York, New York
February 19, 1998
<PAGE>6
<TABLE>
RIVERBEND APARTMENTS
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STATEMENTS OF REVENUES AND CERTAIN EXPENSES
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FOR THE YEARS ENDED DECEMBER 31,
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<CAPTION>
1996 1995 1994
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<S> <C> <C> <C>
OPERATING REVENUES:
Rental income $3,809,212 $3,632,784 $3,069,699
Other operating income 768,150 747,934 727,550
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Total revenues 4,577,362 4,380,718 3,797,249
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OPERATING EXPENSES:
Utilities 1,115,517 959,568 931,298
Payroll and related costs 508,123 483,254 501,279
Repairs and maintenance 500,910 497,588 488,304
Real estate taxes 251,249 197,169 187,613
Property management costs 228,870 219,036 187,333
Insurance 73,915 75,883 69,767
General and administrative 69,038 57,640 57,488
Professional fees 32,268 34,299 30,447
Advertising and promotion 29,059 39,930 46,189
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Total expenses 2,808,949 2,564,367 2,499,718
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Revenues in excess of certain expenses $1,768,413 $1,816,351 $1,297,531
========== ========== ==========
<FN>
The accompanying notes are an integral part of these statements.
</FN>
</TABLE>
<PAGE>7
RIVERBEND APARTMENTS
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NOTES TO STATEMENTS OF REVENUES AND CERTAIN EXPENSES
----------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, and 1994
-----------------------------------------------------
1. BASIS OF PRESENTATION
----------------------
The accompanying statements of revenues and certain expenses
relate to the operations of Riverbend Apartments (the "Property"),
a 594-unit residential apartment community located in Atlanta,
Georgia, owned by Sentinel River Venture Company (the "Venture"),
a Georgia general partnership. On December 15, 1997, SB Partners,
the owner of a sixty percent interest in the Venture, purchased
the forty percent interest formerly held by its co-venturer and
became the sole owner of the Property.
The accompanying statements have been prepared for the purpose of
complying with Rule 3-14 of Regulation S-X of the Securities and Exchange
Commission and thus exclude certain expenses, such as depreciation,
amortization, and certain professional fees not related to the future
operations of the property. Management is not aware of any material
factors relating to the property which would cause the reported financial
information not to be indicative of future operating results.
2. SIGNIFICANT ACCOUNTING POLICIES
-------------------------------
The accompanying financial statements are prepared on the accrual
basis of accounting in accordance with generally accepted
accounting principles. Rental income is recorded as it is earned
pursuant to the terms of leases entered into with tenants,
generally for periods not longer than a year. Rent concessions
granted to tenants are not material to the financial statements.
The preparation of financial statements in conformity with
generally accepted accounting principles requires the use of
certain estimates in determining revenues and expenses. Actual
results could differ from those estimates.
3. PROPERTY MANAGEMENT SERVICES
----------------------------
An affiliate of the general partner of SB Partners oversees the
management and operations of Riverbend Apartments. For these
services, the Venture paid a property management fee equal to 5%
of gross receipts, as defined. Such billings amounted to $228,870
for the year ended December 31, 1996, $219,036 for 1995, and
$187,333 for 1994.
Additionally, the Venture was billed separately for the cost of certain
services, such as legal fees. These costs totaled $44,020 for the year
ended December 31, 1996, $30,718 for 1995, and $25,736 for 1994.
<PAGE>8
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SB Partners
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(Registrant)
By: SB PARTNERS REAL ESTATE CORPORATION
GENERAL PARTNER
Date February 23, 1998 /s/ George N. Tietjen III
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George N. Tietjen III
Vice-President and Controller
