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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
FORM 10-K.-ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[x] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 [Fee Required]
For the fiscal year ended December 31, 2001
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or
[ ]Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [No Fee Required]
For the transition period from to
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Commission file Number 0-8952
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SB Partners
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(Exact name of registrant as specified in its charter)
New York 13-6294787
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(State of other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1251 Avenue of the Americas, N.Y., N.Y. 10020
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 408-2900
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Securities registered pursuant to Section 12(b) of the Act:
Title of each Class Name of each exchange on which registered
NONE
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Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interests
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(Title of Class)
2
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (sec.229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. (x) (Amended by Exch Act Rel
No. 28869, eff. 5/1/91.)
State the aggregate market value of the voting stock held by non-affiliates
of the registrant. The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specified date within 60 days prior to the date of filing.
(See definition of affiliate in Rule 405, 17 CFR 230.405).
NOTE: If a determination as to whether a particular person or entity is an
affiliate cannot be made without involving unreasonable effort and expense, the
aggregate market value of the common stock held by non-affiliates may be
calculated on the basis of assumptions reasonable under the circumstances,
provided that the assumptions are set forth in this Form.
Not Applicable
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APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12,13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. [] Yes [] NO
Not Applicable
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(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Not Applicable
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DOCUMENTS INCORPORATED BY REFERENCE.
List hereunder the following documents if incorporated by reference and the
Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g. annual report to security holders
for fiscal year ended December 24, 1980).
None
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3
PART I
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ITEM 1. BUSINESS
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Description of SB Partners (the "Registrant")
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The Registrant is a New York limited partnership engaged in acquiring, operating
and holding for investment a varying portfolio of real estate assets. The
Registrant's initial public offering was in 1971, the year it began operations.
As of December 31, 2001, the Registrant owned apartment communities in St.
Louis, Missouri; Greenville, South Carolina; Reno, Nevada; and Holiday and
Orlando, Florida; as well as 13.9 acres of land in Holiday, Florida.
The principal objectives of the Registrant are, first, to obtain capital
appreciation through equity investments in real estate; second, to generate cash
available for distribution, a portion of which may not be currently taxable; and
third, to the extent still permitted under the Internal Revenue Code of 1986, as
amended, to generate tax losses which may offset the limited partners' income
from the Registrant and certain other sources.
Recent Developments and Real Estate Investment Factors
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Although the onset of the nationwide economic slowdown preceded the attacks on
the World Trade Center and the Pentagon, the attacks accelerated the downturn.
In multifamily housing, occupancies generally fell in markets throughout the
country, with the Registrant's properties feeling the impact to varying degrees:
some have been barely affected, and others more directly impacted. The
Registrant saw a marked drop in occupancy at its Orlando property as travel and
tourism declined immediately following September 11 and employment levels
declined significantly. In Greenville, South Carolina, many employers have laid
off substantial numbers of workers which has depressed the area's economy,
including the residential apartment market. Occupancies are down and, unlike the
Orlando area which benefits from seasonal fluctuations in economic activity and
seems to have rebounded, the Greenville economy has not yet recovered. However,
the markets in Reno, Nevada; Holiday, Florida; and St Louis, Missouri remain
relatively healthy, as occupancy levels are comparable to or higher than those
of the prior year. Overall performance of the portfolio showed improvement over
the prior year, but it still remains to be seen how the current economic
downturn will affect the real estate properties owned by the Registrant going
forward. As a result of a series of interest rate cuts by the Federal Reserve
Board, interest rates are at their lowest level in decades, and home buying
remains an attractive alternative to many potential apartment residents.
Uncertainty about the economic outlook is making other tenants reluctant to sign
new or renewal leases. While there are signs that an economic recovery has
begun, improvement in the Registrant's operating income will depend on the
levels to which employment is restored or increased in the markets in which the
Registrant has investments.
4
General Real Estate Risks
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This report on Form 10-K includes statements that constitute "forward looking
statements" within the meaning of Section 27(A) of the Securities Act of 1933
and Section 21(E) of the Securities Exchange Act of 1934 and that are intended
to come within the safe harbor protection provided by those sections. By their
nature, all forward looking statements involve risks and uncertainties. Actual
results may differ materially from those contemplated by the forward looking
statements for a number of reasons, including, but not limited to, those risks
described below:
General
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The Registrant's investments generally consist of investments in real property
and as such will be subject to varying degrees of risk generally incident to the
ownership of real estate assets. The underlying value of the Registrant's real
estate investments and the Registrant's financial condition will be dependent
upon its ability to operate its properties in a manner sufficient to maintain or
increase revenues and to generate sufficient income in excess of operating
expenses. Income from the properties may be adversely affected by changes in
national and local economic conditions such as oversupply of apartment units or
a reduction in demand for apartment units in the Registrant's markets, the
attractiveness of the properties to tenants, changes in interest rates and in
the availability, cost and terms of mortgage financing, the ongoing need for
capital improvements, particularly in older structures, changes in real estate
tax rates, adverse changes in governmental rules and fiscal policies, adverse
changes in zoning laws, civil unrest, acts of God, including natural disasters
(which may result in uninsured losses), and other factors which are beyond the
control of the Registrant. If the Registrant were unable to promptly renew or
relet the leases of a significant number of tenants, or, if the rental rates
upon such renewal or reletting were significantly lower than expected rates, the
Registrant's results of operations, financial condition and ability to make
distributions to Unitholders may be adversely affected.
5
Risks of Liability and Loss
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The development and ownership of real estate may result in liability to third
parties due to conditions existing on a property which may result in injury. In
addition, real estate may suffer a loss in value due to casualties such as fire
or hurricane. Such liability or loss may be uninsurable in some circumstances,
such as loss caused by the presence of mold, or may exceed the limits of
insurance maintained at typical amounts for the type and condition of the
property. Real estate may also be taken, in whole or in part, by public
authorities for public purposes in eminent domain proceedings. Awards resulting
from such proceedings may not adequately compensate the Registrant for the value
lost.
Value and Non-liquidity of Real Estate
- --------------------------------------
Real estate investments are relatively non-liquid. The Registrant's ability to
vary its portfolio in response to changes in economic and other conditions will
therefore be limited. If the Registrant must sell an investment, there can be no
assurance that it will be able to dispose of the investment in the time period
it desires or that the sales price of the investment will recoup or exceed the
amount of the Registrant's cost of the investment.
Potential Adverse Effect on Results of Operations Due to Operating Risks
- -------------------------------------------------------------------------
The Registrant's properties are subject to operating risks common to real estate
in general, any and all of which may adversely affect occupancy or rental rates.
The Registrant's properties are subject to increases in operating expenses such
as cleaning, electricity, heating, ventilation and air conditioning, and
maintenance; insurance and administrative costs; marketing and payroll costs;
and other general costs associated with security, landscaping, repairs and
maintenance. The Registrant must bear all such increased expenses of apartment
communities,` except in those markets where passing the cost of certain
utilities to tenants is customary. If operating expenses increase, the local
rental market may limit the extent to which rents may be increased to meet such
additional expenses without lowering occupancy rates. While the Registrant
implements cost-saving incentive measures at each of its properties, should any
of the foregoing occur, the Registrant's results of operations, financial
condition and its ability to pay distributions to Unitholders could be adversely
affected. Furthermore, the inability of existing tenants to meet their
obligations under the terms of their leases, may in turn adversely affect the
performance and financial condition of the Registrant.
6
Debt Servicing and Financing
- ----------------------------
If the Registrant does not have funds sufficient to repay its indebtedness at
maturity, the Registrant may need to refinance such indebtedness with new debt
financing or through equity offerings. The Registrant may be restricted from
obtaining a loan which will be sufficient to retire the existing loan based on
lower debt service coverage, or if it is unable to refinance this indebtedness
on acceptable terms, the Registrant may be forced to dispose of properties upon
disadvantageous terms, which could result in losses to the Registrant and
adversely affect the amount of cash available for distribution to Unitholders.
If prevailing interest rates or general economic conditions result in higher
interest rates at a time when the Registrant must refinance its indebtedness,
the Registrant's interest expense could increase, which would adversely affect
the Registrant's results of operations, financial condition and its ability to
pay expected distributions to Unitholders. Further, if any of the Registrant's
properties are mortgaged to secure payment of indebtedness and the Registrant is
unable to meet mortgage payments, the mortgagee could foreclose or otherwise
transfer the property, with a consequent loss of income and asset value to the
Registrant.
Environmental Issues
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Under various Federal, state and local environmental laws, ordinances and
regulations, an owner or operator of real estate may be liable for the costs of
removal or remediation of certain hazardous or toxic substances on such
property. These laws often impose environmental liability without regard to
whether the owner or operator knew of, or was responsible for, the presence of
such hazardous or toxic substances. The presence of such substances, or the
failure to properly remediate their presence, may adversely affect the owner's
or operator's ability to sell or rent the property or to borrow using the
property as collateral. Persons who arrange for the disposal or treatment of
hazardous or toxic substances may also be liable for the costs of removal or
remediation of such substances at a disposal or treatment facility, whether or
not such facility is owned or operated by such person. Certain third parties may
seek recovery from owners or operators of such properties or persons who
arranged for the disposal or treatment of hazardous or toxic substances and,
therefore, are potentially liable for removal or remediation costs, as well as
certain other related costs, including governmental fines and injuries to
persons and property.
Competition
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The Registrant competes for tenants with many other real estate owners. The
success of the Registrant in attracting tenants for its properties will depend
upon its ability to maintain its properties and their attractiveness to tenants,
neighborhood conditions, changing demographic trends, et cetera. All of the
Registrant's properties are located in developed areas that include other,
similar properties. The number of competitive properties in a particular area
could have a material effect on the Registrant's ability to lease apartment
units at its properties and on the rents charged at such properties. In
addition, other forms of housing, including manufactured housing community
properties and single-family housing, provide alternatives to potential
residents of multi-family residential properties.
7
Tax Matters
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In 1989, the Registrant made an election under IRC Section 754 which provides
for an adjustment of the adjusted tax basis of depreciable property which may
result in additional depreciation deductions to purchasing partners and those
partners who inherit their interests in the Registrant. That election was
revoked in 1999. There were no other changes in the tax laws or the extent to
which such legislation impacts the Registrant or the partners during the year
ended December 31, 2001. Unitholders are urged to consult their own tax advisors
with respect to the tax consequences arising under the federal law and the laws
of any state, municipality or other taxing jurisdiction, including tax
consequences arising from such Unitholder's own tax characteristics.
General
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Efforts required in complying with Federal, state and local environmental
regulations may have and may continue to have an adverse effect on the
Registrant's operations in the future, although such costs have not historically
been significant in amount.
There are approximately 45 full and part-time on-site project personnel employed
at the Registrant's properties.
The Registrant's real estate investments are not generally subject to seasonal
fluctuations, although net income (loss) may vary somewhat from quarter to
quarter based upon changes in utility consumption and seasonal maintenance
expenditures at each property.
The Registrant considers itself to be engaged in only one industry segment, real
estate investment, and therefore information regarding industry segments is not
applicable and has not been provided.
The Registrant reports to its Unitholders on a quarterly and annual basis. The
annual report is audited by an independent public accountant who expresses an
opinion on the Registrant's financial statements. Refer to the Consolidated
Financial Statements and Notes included elsewhere in this annual report on Form
10-K.
8
ITEM 2.PROPERTIES
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The properties owned by the Registrant as of December 31, 2001 are set forth on
the Summary of Properties schedule below.
SB PARTNERS
Summary of Properties
As of December 31, 2001
Occupancy
Description Acquisition Percent at Mortgage
Property Location Sq. Ft. Units Acres Date Ownership 12/31/01 Payable
Apartments:
Meadowwood Apts. Reno, NV 529,000 704 30.0 May 1983 100% 97.4% $19,769,615
Holiday Park Apts. Holiday, FL 220,000 244 21.5 Jan 1991 100% 93.9% $ 3,633,115
Cypress Key Apts. Orlando, FL 323,000 360 22.7 Aug 1998 100% 93.3% $16,643,524
Halton Place Apts. Greenville, SC 233,000 246 20.6 Dec 1998 100% 85.8% $ 1,000,000
Le Coeur du Monde Apts. St. Louis, MO 177,000 192 12.3 Sep 1999 100% 96.9% $10,099,997
--------- ----- -----
1,482,000 1,746 107.1
========= ===== =====
Land:
Unimproved land (a) Holiday, FL n/a n/a 13.9 Jul 1978 100% n/a $ 0
Additional information regarding properties owned by the Registrant:
2001 2000 1999 1998 1997
---- ---- ---- ---- ----
Average Occupancy (b)
- -----------------
Meadowwood Apts. 96.3% 93.5% 91.5% 85.5% 88.8%
Holiday Park Apts. 91.6% 91.5% 91.0% 94.0% 93.2%
Cypress Key Apts. 92.1% 94.0% 91.0% 88.0% n/a
Halton Place Apts. 88.5% 91.6% 91.0% 95.0% n/a
Le Coeur du Monde Apts. 93.0% 89.0% 96.0% n/a n/a
Effective Annual Rent (c)
- --------------------
Meadowwood Apts. $6,962 $6,454 $6,143 $5,717 $5,987
Holiday Park Apts. $5,038 $4,861 $4,772 $4,800 $4,604
Cypress Key Apts. $8,016 $7,866 $7,661 $7,475 n/a
Halton Place Apts. $6,477 $6,610 $6,333 $5,495 n/a
Le Coeur du Monde Apts. $8,963 $8,513 $9,383 n/a n/a
(a) Land is adjacent to Holiday Park Apartments.
(b) For period of ownership.
(c) Per apartment unit. Gross potential rent, less concessions and vacancies,
divided by the total number of units at the property. Annualized for periods
of ownership of less than one year.
9
ITEM 3.LEGAL PROCEEDINGS
-----------------
The Registrant is a party to certain actions directly arising from its normal
business operations. While the ultimate outcome is not presently determinable
with certainty, the Registrant believes that the resolution of these matters
will not have a material effect on its financial position or results of
operations.
ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF UNITHOLDERS
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NONE.
PART II
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ITEM 5.MARKET FOR REGISTRANT'S UNITS OF PARTNERSHIP
INTEREST AND RELATED UNITHOLDER MATTERS
--------------------------------------------
The transfer of Units or Participations (equivalent to one-half Unit) is subject
to certain limitations, including the consent of the General Partner. There is
no public market for the Units and it is not anticipated that any such public
market will develop. The number of Unitholders as of December 31, 2001 was
3,437.
At various times, the Registrant has generated and distributed cash to the
Unitholders. With the repositioning of the portfolio, the Registrant was able to
resume distributions to the limited partners in 1999. A distribution of $100 per
unit totaling $775,350 was paid in March 2001 to Unitholders of record on
December 31, 2001. In addition, a distribution of $100 per unit, totaling
$775,350 payable in March 2002 to Unitholders of record as of December 31, 2001,
has been declared. Including the latest declaration, cumulative distributions
since inception have totaled $100,970,535, however, there is no requirement to
make such distributions nor can there be any assurance that future operations
will generate cash available for distribution.
10
ITEM 6.SELECTED FINANCIAL DATA
-----------------------
SELECTED FINANCIAL DATA
The following table sets forth selected financial data regarding the
Registrant's financial condition and results of operations determined in
accordance with generally accepted accounting principles. This data should be
read in conjunction with the Audited Consolidated Financial Statements and Notes
thereto, and Management's Discussion and Analysis of Financial Condition and
Results of Operations, included elsewhere in this annual report on Form 10-K.
Certain prior year amounts have been reclassified to make them comparable to the
current year presentation.
For the Years Ended December 31,
2001 2000 1999 1998 1997
---- ---- ---- ---- ----
(In Thousands, Except Unit Data)
Income Statement Data:
Rental, Interest and Other Revenues $ 12,888 $ 12,501 $ 11,063 $ 9,512 $ 9,066
Operating Expenses, less
Depreciation and Amortization (11,047) (11,052) (9,854) (8,545) (8,663)
Depreciation and Amortization (2,150) (2,415) (2,123) (1,426) (1,723)
-------- -------- -------- ------- -------
Loss from Operations (309) (966) (914) (459) (1,320)
Gain on Sale of Investments in Real Estate 0 0 0 3,873 1,404
Equity in Net Income of Joint Venture 0 0 0 0 316
-------- -------- -------- ------- -------
Net Income (Loss) $ (309) $ (966) $ (914) $ 3,414 $ 400
======== ======== ======== ======= =======
Net Income (Loss) per Unit of Partnership Interest: $ (40) $ (125) $ (118) $ 440 $ 52
======== ======== ======== ======= =======
Distributions paid per Unit of Partnership Interest $ 100 $ 115 $ 100 $ 0 $ 0
======== ======== ======== ======= =======
Weighted Average Number of
Partnership Units Outstanding 7,754 7,754 7,754 7,754 7,754
Balance Sheet Data at Year End:
Real Estate, net $ 50,445 $ 51,281 $ 52,039 $38,882 $ 3,900
Real Estate Assets Held for Sale $ 13,723 $ 14,064 $ 14,648 $14,688 $39,528
Total Assets $ 67,005 $ 67,791 $ 70,301 $62,089 $45,667
Mortgage Notes Payable, net $ 51,146 $ 50,913 $ 51,627 $41,918 $28,742
11
ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
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LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
As of December 31, 2001, the Registrant had cash and cash equivalents of
approximately $634,000 in addition to $1,448,000 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 $470,000 more
than cash, cash equivalents and deposits held in escrow on December 31, 2000.
After increasing deposits held in escrow by $310,000, operating activities for
the year ended December 31, 2001 generated approximately $1,626,000 of cash
flow, of which, $880,000 was invested in capital additions to the properties and
$767,000 of principal payments were made on mortgage notes payable during the
year. In addition, cash distributions amounting to approximately $775,000 were
paid in March 2001 to Unitholders of record as of December 31, 2000.
In March 2001, the Registrant entered into a revolving credit facility with a
bank in the amount of $7,500,000, which is secured by Halton Place Apartments.
At that time, the Registrant borrowed $700,000 under the credit facility, and in
August 2001, an additional $300,000 was drawn. Both borrowings remained
outstanding as of December 31, 2001. Borrowings, which bear interest at LIBOR
plus 1.95%, may be used for working capital and/or acquisitions. Approximately
$44,000 of costs were incurred in connection with securing the credit facility.
Total outstanding debt at December 31, 2001 consisted of approximately
$50,146,000 of long-term nonrecourse first mortgage notes and $1,000,000 under
the revolving credit facility, all secured by real estate owned by the
Registrant. Scheduled maturities through regularly scheduled monthly payments
will be approximately $823,000 in 2002. 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 payment of principal and interest. The Registrant has no other
debt except normal trade accounts payable and accrued interest on mortgage notes
payable.
Meadowwood Apartments in Reno, Nevada has been classified as a real estate asset
held for sale on the December 31, 2001 consolidated balance sheet. The
Registrant has entered into a contract for the sale of the property for
$31,350,000. This sale is scheduled to close in the early Spring of 2002. While
there can be no assurance that the sale of the property will occur, if the sale
is consummated, it is estimated that the amount of cash and cash equivalents
available for reinvestment after repayment of the mortgage note secured by the
property will increase by approximately $10 million, which will allow the
resumption of acquisition activities by the Registrant. Investigations of
appropriate new acquisitions are underway.
Inflation and changing prices during the current period did not significantly
affect the markets in which the Registrant conducts its business, or the
Registrant's business overall.
In March 2002, the Registrant will make a distribution of $100 per Unit to
Unitholders of record as of December 31, 2001. This is the fourth consecutive
annual distribution since the repositioning of the portfolio in the late 1990's.
However, there is no requirement to make such distributions, nor can there be
any assurance that future operations will generate cash available for
distribution.
The Registrant's properties are expected to generate sufficient cash flow to
cover operating, financing, capital improvement costs, and other working capital
requirements of the Registrant for the foreseeable future.
12
MANAGEMENT'S DISCUSSION OF RESULTS OF OPERATIONS
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2001 VS. 2000
- -------------
Total revenues increased approximately $387,000, to $12,888,000 in 2001 from
$12,501,000 in 2000. Net loss decreased approximately $657,000, to $309,000 in
2001 from $966,000 in 2000.
Despite a slackening of the national economy, most of the properties in the
portfolio showed improved results compared to the prior year. Occupancy levels
continued to rise at Meadowwood Apartments in Reno, Nevada and Le Coeur du Monde
Apartments in St. Louis, Missouri, adding $183,000 and $93,000, respectively, to
revenues collected by those properties. Increases in rental rates on new and
renewing leases were implemented at several of the properties, which added
approximately $309,000 to total portfolio revenues during the current year.
These improvements to the revenues were partially offset by lower occupancy
rates at other properties. Cypress Key saw a decline in average occupancy for
the year, most acutely in the fourth quarter, which reduced revenues $93,000.
Halton Place in Greenville, South Carolina saw occupancies drop as well, which
lowered revenues $57,000. Other miscellaneous sources of income were lower, but
overall, revenues were higher than in the prior year.
Total expenses were lower for year ended December 31, 2001 as compared to the
year ended December 31, 2000, primarily as a result of reduced depreciation
expense. Meadowwood Apartments is under a contract of sale, and, as such, has
been classified as a "real estate asset held for sale" on the consolidated
balance sheets. In accordance with accounting principles generally accepted in
the United States, depreciation expense is no longer charged to the accounts
once a property is so classified. This reduced depreciation expense $314,000
from the amount expensed in 2000.
For additional analysis, please refer to the discussions of the individual
properties below.
13
Meadowwood Apartments (Reno, Nevada)
- ---------------------
Total revenues increased approximately $287,000 to $5,002,000 in 2001 from
$4,715,000 in 2000. Net income after depreciation and mortgage interest expense
increased approximately $681,000 to $726,000 in 2001 from $45,000 in 2000.
The increase in total revenues was primarily the result of an increase in
average occupancy of 2.8%, to 96.3% in 2001 from 93.5% in 2000, which added
approximately $183,000 to revenues. In addition, higher rental rates implemented
at the property on new and renewing leases increased revenues $163,000, as the
demand for apartments in the Reno area remains strong. These increases in
revenues were partially offset by collection losses which reduced revenues
$56,000. Higher net income after depreciation and mortgage interest expense is
due to the increase in revenues and a reduction of $394,000 in total expenses.
No depreciation has been charged since the property was classified as a real
estate asset held for sale in August 2001. This lowered depreciation expense
approximately $314,000. Repairs and maintenance were generally lower which added
$36,000 to net income, and interest expense decreased approximately $30,000 as
cumulative payments on the outstanding principal have reduced the cost of the
debt.
Holiday Park Apartments (Holiday, Florida)
- -----------------------
Total revenues increased approximately $62,000 to $1,324,000 in 2001 from
$1,262,000 in 2000. Net income after depreciation and mortgage interest expense
increased approximately $70,000 to $142,000 in 2001 from $72,000 in 2000.
The increase in total revenues was primarily due to increases in rental rates
implemented at the property on new and renewing leases which added approximately
$45,000 to revenues. In addition, utility income from the water and sewer
billback program was $25,000 higher in the current year as measures were taken
to extend the program as much as possible. Occupancy was down slightly from the
prior year which lowered revenues $8,000. The increase in net income after
depreciation and mortgage interest expense is due to the net increase in
revenues and a slight decrease in expenses of approximately $8,000. Payroll
costs decreased $11,000 as some staff positions remained open during part of the
year, and expenditures for utilities were $12,000 lower, primarily due to
billing corrections by the county service provider which resulted in a credit to
the property from the county. Interest expense and real estate taxes were $3,000
and $2,000 lower, respectively. All these savings were partially offset by
increased repairs and maintenance costs of $20,000, primarily due to higher
replacement costs in 2001.
14
Cypress Key Apartments (Orlando, Florida)
- ----------------------
Total revenues increased $53,000 to $3,102,000 in 2001 from $3,049,000 in 2000.
Net loss after depreciation and mortgage interest expense decreased $162,000 to
$148,000 in 2001 from $310,000 in 2000.
The increase in total revenues primarily resulted from higher rental rates
implemented at the property on new and renewing leases which generated an
additional $85,000 of revenues. In addition, tenant concessions were $79,000
lower, however, these increases were partially offset by lower occupancy which
decreased revenues $93,000. The average occupancy rate fell 1.9%, to 92.1% in
2001 from 94.0% in 2000 primarily in the fourth quarter as the local economy
felt the effects of the downturn in travel and tourism late in the year. There
was a corresponding decrease in miscellaneous income of $15,000 for the year,
also primarily in the fourth quarter as occupancies fell and fewer prospective
tenants applied for apartments. The smaller net loss was due to the higher
revenues while expenses were $109,000 lower than in the prior year. Repairs and
maintenance costs were reduced $50,000, primarily as a result of using on-site
personnel for work, such as landscaping, which had been done by contractors in
the past, and lower turnover costs during the first half of the year. Payroll
costs were $19,000 lower in the current year, and real estate taxes and
administrative expenses decreased $10,000 and $9,000, respectively. Year-to-date
interest expense was approximately $14,000 lower as cumulative payments on the
outstanding principal reduced the cost of the debt.
Halton Place Apartments (Greenville, South Carolina)
- -----------------------
Total revenues decreased approximately $66,000 to $1,645,000 in 2001 from
$1,711,000 in 2000. Net income after depreciation and mortgage interest expense
decreased approximately $121,000 to $418,000 in 2001 from $539,000 in 2000.
The decrease in total revenues is due primarily to a decline in average
occupancy of 3.1%, to 88.5% for the year ended December 31, 2001 from 91.6%
during 2000, resulting in a $57,000 decrease in rental income. In addition,
receipts of miscellaneous revenues were $31,000 lower than in the prior year.
This was partially offset by an increase in rental rates on new and renewing
leases which added $15,000 to total revenues. Lower net income resulted from the
decrease in total revenues and an increase of $55,000 in overall expenses.
Interest expense of $47,000 was incurred on the funds borrowed in 2001 under the
revolving credit facility, and amortization of financing costs totaled $18,000.
Utilities expenses were $20,000 higher reflecting a general increase in rates in
the Greenville area, and real estate taxes increased $17,000 following a
reassessment of the property by the county. Repairs and maintenance costs were
reduced $55,000, primarily due to lower turnover costs, which served to
partially offset the expenses which increased.
Le Coeur du Monde Apartments (St. Louis, Missouri)
- ----------------------------
Total revenues increased $79,000 to $1,776,000 in 2001 from $1,697,000 in 2000.
Net loss after depreciation and mortgage interest expense increased $53,000 to
$152,000 in 2001 from $99,000 in 2000.
Higher revenues for the year ended December 31, 2001 were due primarily to an
increase in the average occupancy rate of 4.0%, to 93.0% for the year ended
December 31, 2001 from 89.0% for the previous year, which added $93,000 to total
revenues. This was partially offset by additional tenant concessions which
lowered total revenues $13,000. Although total revenues were higher, an increase
of $132,000 in expenses more than offset the revenues. Payroll and related costs
were $58,000 higher as a new leasing consultant position was added to the staff,
and all positions were filled in 2001 whereas the property had been
short-staffed for part of the previous year. Real estate taxes went up $58,000
as a result of a reassessment by the county, however, that assessment is
currently under appeal. In addition, depreciation expense was $17,000 higher as
new assets were placed in service.
15
MANAGEMENT'S DISCUSSION OF RESULTS OF OPERATIONS
- ------------------------------------------------
2000 VS. 1999
- -------------
Total revenues increased $1,438,000 to $12,501,000 in 2000 from $11,063,000 in
1999. Net loss increased $52,000 to $966,000 in 2000 from $914,000 in 1999.
The changes in total revenues and net loss reflect the changes in the
composition of the portfolio from year to year. The most recent addition to the
portfolio, Le Coeur du Monde Apartments, added nearly $1,200,000 to total
revenues in the current year. Efforts to regain market share in the Reno
submarket continued to yield results in 2000 as improved occupancy and higher
rental rates at Meadowwood Apartments added $193,000 to total revenues in 2000.
Operating expenses were higher in 2000 principally because Le Coeur du Monde
Apartments was operated for a full year and incurred a full year's expenses in
2000, whereas expenses for 1999 reflect only three months of operation for this
apartment community. Furthermore, to remain competitive and increase occupancy
rates, repairs and maintenance efforts were intensified at all the properties
and additional costs were incurred.
In September of 1999, the Registrant obtained a mortgage loan on Le Coeur du
Monde Apartments in connection with the acquisition of the property. The
increase in interest expense from 1999 to 2000 is primarily due to the interest
incurred for this loan which was outstanding for the entire year of 2000 but
only for the period of ownership during 1999.
The changes in depreciation expense and real estate taxes also reflect the
different periods of ownership of Le Coeur du Monde Apartments. In 2000, a full
year of depreciation and real estate taxes were recorded.
For additional analysis, please refer to the discussions of the individual
properties below.
16
Meadowwood Apartments (Reno, Nevada)
- ---------------------
Total revenues increased $193,000 to $4,715,000 in 2000 from $4,522,000 in 1999.
Net income after depreciation and mortgage interest expense increased $102,000
to net income of $45,000 in 2000 from a net loss of $57,000 in 1999.
The increase in total revenues was primarily the result of higher rental rates
implemented at the property on new and renewing leases, which added $99,000 to
revenue. An increase in average occupancy of 2.0%, to 93.5% in 2000 from 91.5%
in 1999, added approximately $89,000 to total revenues, and lower rent
concessions also added $16,000 to revenues. Partially offsetting the higher
revenues was a decrease in miscellaneous income, which reduced revenue by
$26,000. Occupancy has improved as a result of regaining market share previously
lost to newly constructed multifamily apartment communities as the capital
improvement program implemented in 1998 continued to attract new tenants to the
property. The increase in net income after depreciation and mortgage interest
expense is due primarily to the increase in revenues, partially offset by an
increase of $91,000 in total expenses. Additional costs of operating the
property at higher occupancy levels included increases in advertising and
promotion costs of $13,000, general and administrative costs of $17,000, and
other fees of $27,000. Utility costs were also $38,000 higher in 2000, due, in
part, to higher rates charged by providers. Depreciation of the upgrades
completed in the capital improvement program added $27,000 to depreciation
expense in 2000. A reduction of $27,000 in interest expense served to offset the
additional depreciation expense, as cumulative payments on the principal
outstanding reduced the interest due on the loan during the year.
Holiday Park Apartments (Holiday, Florida)
- -----------------------
Total revenues increased $49,000 to $1,262,000 in 2000 from $1,213,000 in 1999.
Net income after depreciation and mortgage interest expense decreased $25,000 to
$72,000 in 2000 from $97,000 in 1999.
The increase in revenues was primarily a result of higher miscellaneous income,
primarily from the utility billback program, which increased revenues $27,000.
In addition, an increase in rental rates implemented at the property increased
revenues $24,000. The decrease in net income after depreciation and mortgage
interest expense is due primarily to an increase of $74,000 in total expenses,
more than offsetting the increase in total revenues. Increased costs of
operating the property included an increase in repair and maintenance of $16,000
and payroll costs of $5,000. Utility expenses increased $12,000 primarily due to
a retroactive adjustment charged by a utility provider. Advertising and
promotion increased $5,000 as the property maintained efforts to retain market
share. In addition, real estate taxes increased $17,000, other fees increased
$13,000, and depreciation expense was $3,000 higher as assets recently placed in
service were depreciated.
17
Cypress Key Apartments (Orlando, Florida)
- ----------------------
Total revenues increased $120,000 to $3,049,000 in 2000 from $2,929,000 in 1999.
Net loss after depreciation and mortgage interest expense increased $57,000 to
$310,000 in 2000 from $253,000 in 1999.
The increase in total revenues was due primarily to an increase in average
occupancy of 3.0%, to 94.0% in 2000 from 91.0% in 1999, which added
approximately $86,000 to total revenues. Miscellaneous income was also higher,
by $61,000, in large part due to income from the utility billback program. An
increase in tenant concessions reduced income $34,000, partially offsetting the
other increases in revenues. The increase in net loss after depreciation and
mortgage interest expense was due primarily to an increase of $178,000 in
expenses, more than offsetting the higher revenues from the property. As the
occupancy rate rose, turnover costs followed, including increases in repairs and
maintenance costs of $128,000, payroll of $26,000, and administrative costs of
$20,000. Utility costs decreased $18,000, in large part as a result of lower
utility costs incurred to maintain the lower number of vacant units.
Depreciation expense increased $19,000 as new assets were placed in service and
depreciated. A reduction of $13,000 in interest expense served to offset some of
the operating expenses, as cumulative payments on the principal outstanding
reduced the interest due on the loan.
Halton Place Apartments (Greenville, South Carolina)
- -----------------------
Total revenues increased $75,000 to $1,711,000 in 2000 from $1,636,000 in 1999.
Net income after depreciation expense increased $26,000 to $539,000 in 2000 from
$513,000 in 1999.
The increase in total revenues is due primarily to lower tenant concessions of
$44,000. In addition, occupancy rose 0.6% to 91.6% in 2000 from 91.0% in 1999,
adding $12,000 to income. Miscellaneous income was $13,000 higher. The increase
in net income is due to the increase in total revenues, partially offset by a
$49,000 increase in total expenses. Repairs and maintenance costs were $17,000
higher in the current year as more apartments were prepared for new tenants.
Utilities expense was $18,000 higher, primarily due to the severe weather
experienced in the region during the early part of 2000, and higher costs for
water and sewer charges in the current year. Depreciation expense increased
$20,000 as new assets were placed in service and depreciated.
Le Coeur du Monde Apartments (St. Louis, Missouri)
- ----------------------------
Total revenues increased $1,231,000 to $1,697,000 in 2000 from $466,000 in 1999.
Net loss after interest and depreciation expense increased $197,000 to $99,000
in 2000 from net income of $98,000 in 1999.
As the property was purchased on September 29, 1999, the reporting period for
that year was approximately three months long, whereas the reporting period for
2000 reflects a full year of ownership. In 2000, the Registrant has maintained
occupancy levels at the property of approximately eighty-nine percent, while the
resident profile has been improved to conform to higher leasing standards.
During 2000, projects to improve curb appeal and maintain increased market share
included the exterior walls, trim, railings and balconies.
18
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------
On March 1, 2001, the Registrant entered into a revolving credit facility
agreement with a bank under which interest incurred is based on current market
rates. As such, the Registrant has market risk to the extent interest rates
fluctuate during the two year term and funds are advanced by the bank under the
agreement. The Registrant does not believe this limited exposure to market risk
will have a material adverse effect on its financial position or results of its
operations.
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
The Financial Statements required by this item, together with the Report of
Independent Public Accountants thereon, are contained herein on pages 24 through
33 of this annual report on Form 10-K. Supplementary financial information
required by this item is contained herein on pages 34 through 37 of this report.
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
------------------------------------------------
ACCOUNTING AND FINANCIAL DISCLOSURE
-----------------------------------
NONE.
19
PART III
--------
ITEM 10.DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------------------------------------------------
The Registrant has no executive officers or directors. All of its business
affairs are handled by its General Partner, SB Partners Real Estate Corporation
(the "General Partner").
The directors and executive officers of the General Partner are elected by
Sentinel Holdings Corporation ("SHC") as its sole shareholder to serve until
their successors are duly elected and qualified. The limited partners of the
Registrant are not entitled to vote in their election.
The directors and executive officers of the General Partner who are active in
the Registrant's operations are:
Name Age Position
---- --- --------
John H. Streicker 59 President & Director
Michael J. Weinberger 66 Director
Millie C. Cassidy 56 Director
David Weiner 66 Director
Elizabeth B. Longo 50 Treasurer
Anita Breslin 45 First Vice President
Jacques Lewis 52 Vice President
Mr. Streicker joined the General Partner in May 1976. He has been President and
a Director since April 1984. He is President of SHC and its parent company, The
Sentinel Corporation.
Mr. Weinberger, a Certified Property Manager, joined the General Partner in
February 1973, and has been a Director since April 1984. He is the residential
portfolio manager for the Southeastern region.
Ms. Cassidy joined the General Partner in August 1982. She has been a Director
of the General Partner since March 1988.
Mr. Weiner joined the General Partner in April 1984. He is a portfolio manager
and manager of investor relations. He has been a Director of the General
Partner since March 1988.
Ms. Longo joined the General Partner in 1988 and serves as its chief financial
officer. She is a certified public accountant with over twenty-seven years of
real estate related financial experience.
Ms. Breslin joined the General Partner in 1978. She is the portfolio manager
responsible for residential property transactions and management for the
Northeastern region.
Mr. Lewis joined the General Partner in 1994. He is the portfolio manager
responsible for residential property transactions and management for the
Northwestern region.
20
ITEM 11.EXECUTIVE COMPENSATION
----------------------
The Registrant has no executive officers or directors.
ITEM 12.SECURITY OWNERSHIP OF CERTAIN
-----------------------------
BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------
(a) At December 31, 2001, an institutional investor of record owned 7.13% of
the outstanding Units of Limited Partnership Interests. On January 13,
1993, a group of Unitholders of record, including the institutional
investor referred to above, entered into a collective agreement with
respect to their ownership interest in the Registrant. The aggregate number
of Units beneficially owned by the group is 676 Units, representing 8.7% of
the total number of outstanding Units of Limited Partnership Interest on
that date. Each Unitholder has disclaimed beneficial ownership of all Units
owned by the other Unitholders in this group. The foregoing information is
based upon a 13-D filing made by the respective Unitholders.
(b) As of December 31, 2001, none of the Directors of the General Partner owned
any outstanding Units of Limited Partnership Interest, however, an
Assistant Secretary of the General Partner owned four Units of Limited
Partnership Interest. No Officers or Directors of SHC owned any outstanding
Units of Limited Partnership Interest. SRE Clearing Services, Inc., an
affiliate of the General Partner, owned 1,163.3 Units of Limited
Partnership Interest, representing 15.0% of the outstanding number of Units
on December 31, 2001. In accordance with SEC regulations, SRE Clearing
Services filed Form 13-D/A on December 20, 2001, when the total number of
Units held reached 15% of the outstanding number of Units.
(c) During the year ended December 31, 2001, there have been no changes in
control of the Registrant or the General Partner.
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
The General Partner, among other things, furnishes services and advice to the
Registrant and is paid a variable annual fee for such services based on
calculations prescribed in the Registrant's Partnership Agreement. For these
services, the General Partner receives a management fee equal to 2% of the
average amount of capital invested in real estate plus cumulative mortgage
amortization payments, and 0.5% of capital not invested in real estate, as
defined in the partnership agreement. The management fee amounted to $826,453,
$806,818, and $734,050 for the years ended December 31, 2001, 2000, and 1999,
respectively. In addition, the General Partner is entitled to 25% of cash
distributions in excess of the annual distribution preference, as defined in the
partnership agreement. No such amounts were due for the years ended December 31,
2001, 2000 or 1999.
21
Certain affiliates of the General Partner oversee the management and operations
of various real estate properties, including those owned by the Registrant.
Services performed by these affiliates applicable to the Registrant's properties
are billed at actual or allocated cost, or percentage of revenues. The costs of
such services are believed to be competitive with charges for similar services
provided by unrelated management companies. Fees charged by these affiliates
totaled $826,641, $767,467, and $705,772 in 2001, 2000, and 1999, respectively.
In connection with the mortgage financing of certain properties, the respective
lenders required the Registrant to place the assets and liabilities of these
properties into single asset limited partnerships or land trusts which hold
title to these properties. A trust company affiliated with the General Partner
holds the general partner interest in each single asset limited partnership as
trustee for the Registrant. An affiliate of the General Partner is also the
trustee of the land trust. For its services, the affiliate is paid an annual
fee, which aggregated $84,645, $86,561, and $46,914 in 2001, 2000, 1999,
respectively, and is based upon the trust company's standard rate schedule.
Reference is made to Items 10 and 11, and Notes 2 and 8 in the consolidated
financial statements.
PART IV
-------
ITEM 14.EXHIBITS, FINANCIAL STATEMENT
-----------------------------
SCHEDULES AND REPORTS ON FORM 8-K
---------------------------------
(a) (1) Financial statements - The Registrant's 2001 Annual Audited
Consolidated Financial Statements are included in this annual
report on Form 10-K.
(2) Financial statement schedules - See Index to Consolidated Financial
Statement Schedules on page 23. All other financial statement schedules
are inapplicable or the required subject matter is contained in the
consolidated financial statements or notes thereto.
(3) Letter to Securities and Exchange Commission pursuant to Temporary Note
3T regarding Arthur Andersen is attached as Exhibit 99.
(b) Exhibits Incorporated by Reference -
Incorporated by
Description Reference to
- ----------- ---------------
Agreement of Exhibit A to Registration Statement on Form S-11 as
Limited Partnership filed with the Securities and Exchange Commission on
May 16, 1985.
22
SIGNATURES
- ----------
Pursuant to the requirements of Section 13 or 15 (d) of the Securities 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
-----------
By: SB PARTNERS REAL ESTATE CORPORATION
-----------------------------------
GENERAL PARTNER
April 1, 2002 /s/ John H. Streicker
-----------------------------------
By: John H. Streicker
President, Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signature Position Date
- --------- -------- ----
/s/ John H. Streicker Chief Executive Officer
- --------------------- and Director April 1, 2002
John H. Streicker
/s/ Elizabeth B. Longo Chief Financial Officer
- ---------------------- (Principal Financial Officer) April 1, 2002
Elizabeth B. Longo
/s/ George N. Tietjen III Vice President
- ------------------------- (Principal Accounting Officer) April 1, 2002
George N. Tietjen III
23
SB PARTNERS
ITEMS 8 and 14 (a) (1) and (2)
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND
----------------------------------------------
SUPPLEMENTAL FINANCIAL STATEMENT SCHEDULE
-----------------------------------------
Report of Independent Public Accountants.............................24
Consolidated Balance Sheets as of December 31, 2001 and 2000.........25
Consolidated Statements of Operations
for the years ended December 31, 2001, 2000 and 1999..........26
Consolidated Statements of Changes in Partners' Capital
for the years ended December 31, 2001, 2000 and 1999..........27
Consolidated Statements of Cash Flows
for the years ended December 31, 2001, 2000 and 1999..........28
Notes to Consolidated Financial Statements......................29 - 33
Supplemental Financial Statement Schedule:
Schedule III -- Real Estate and Accumulated Depreciation
December 31, 2001........................................34 - 37
24
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of SB Partners:
We have audited the accompanying consolidated balance sheets of SB
Partners (a New York limited partnership) and subsidiaries as of December 31,
2001 and 2000, and the related consolidated statements of operations, changes in
partners' capital and cash flows for each of the three years in the period ended
December 31, 2001. These financial statements and the schedule referred to below
are the responsibility of the general partner. Our responsibility is to express
an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. 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 the general partner, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of SB Partners and
subsidiaries as of December 31, 2001 and 2000, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2001 in conformity with accounting principles generally accepted in
the United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the index of
financial statements is presented for purposes of complying with Securities
and Exchange Commission rules and is not part of the basic financial
statements. This schedule has been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our opinion, fairly
states in all material respects the financial data required to be set forth
therein in relation to the basic financial statements taken as a whole.
/s/ Arthur Andersen LLP
New York, New York
January 30, 2002
25
SB PARTNERS
CONSOLIDATED BALANCE SHEETS
As of December 31,
2001 2000
----------------------------
ASSETS:
Investments -
Real Estate, at cost
Land $ 5,310,842 $ 5,310,842
Buildings, furnishings and improvements 50,775,943 50,198,162
Less - accumulated depreciation (5,641,349) (4,227,424)
----------- -----------
50,445,436 51,281,580
Real estate asset held for sale 13,723,236 14,063,780
----------- -----------
64,168,672 65,345,360
Other Assets -
Cash and cash equivalents 634,029 474,689
Cash held by lenders in escrow 1,448,291 1,138,085
Other 753,916 832,888
----------- -----------
Total assets $67,004,908 $67,791,022
=========== ===========
LIABILITIES:
Mortgage notes payable $51,146,251 $50,913,286
Accounts payable and accrued expenses 865,421 781,855
Tenant security deposits 224,365 242,778
----------- -----------
Total liabilities 52,236,037 51,937,919
----------- -----------
PARTNERS' CAPITAL:
Units of partnership interest without par value;
Limited partners - 7,753 units 14,785,402 15,869,494
General partner - 1 unit (16,531) (16,391)
----------- -----------
Total partners' capital 14,768,871 15,853,103
----------- -----------
Total liabilities and partners' capital $67,004,908 $67,791,022
=========== ===========
The accompanying notes are an integral part of these consolidated balance sheets.
26
SB PARTNERS
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31,
2001 2000 1999
-----------------------------------------
REVENUES
Rental income $12,267,295 $11,826,046 $10,261,144
Interest on short-term investments 35,866 61,985 291,645
Other 585,077 612,653 510,021
----------- ----------- -----------
Total revenues 12,888,238 12,500,684 11,062,810
----------- ----------- -----------
EXPENSES
Real estate operating expenses 5,109,704 5,158,938 4,498,597
Interest on mortgage notes and other loans payable 3,705,511 3,712,580 3,094,484
Depreciation and amortization 2,150,121 2,414,690 2,123,464
Management fees 826,453 806,818 734,050
Real estate taxes 1,127,689 1,061,443 958,002
Other 277,642 312,509 568,450
----------- ----------- -----------
Total expenses 13,197,120 13,466,978 11,977,047
----------- ----------- -----------
NET LOSS (308,882) (966,294) (914,237)
Net loss allocated to general partner (40) (125) (118)
----------- ----------- -----------
Net loss allocated to limited partners $ (308,842) $ (966,169) $ (914,119)
=========== =========== ===========
NET LOSS PER UNIT OF LIMITED PARTNERSHIP INTEREST $ (40) $ (125) $ (118)
=========== =========== ===========
WEIGHTED AVERAGE NUMBER OF UNITS OF LIMITED
PARTNERSHIP INTEREST OUTSTANDING 7,753 7,753 7,753
=========== =========== ===========
The accompanying notes are an integral part of these consolidated statements.
27
SB PARTNERS
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, 1999
Limited Partners:
Units of
Partnership
Interest Cumulative Accumulated
-------------------- Cash Earnings
Number Amount Distributions (Losses) Total
--------------------------------------------------------------------
Balance, December 31, 1998 7,753 $119,968,973 $ (97,728,323) $(2,824,080) $19,416,570
Cash distributions 0 0 (775,250) 0 (775,250)
Net loss for the year 0 0 0 (914,119) (914,119)
----- ------------ ------------- ----------- -----------
Balance, December 31, 1999 7,753 119,968,973 (98,503,573) (3,738,199) 17,727,201
Cash distributions 0 0 (891,538) 0 (891,538)
Net loss for the year 0 0 0 (966,169) (966,169)
----- ------------ ------------- ----------- -----------
Balance, December 31, 2000 7,753 119,968,973 (99,395,111) (4,704,368) 15,869,494
Cash distributions 0 0 (775,250) 0 (775,250)
Net loss for the year 0 0 0 (308,842) (308,842)
----- ------------ ------------- ----------- -----------
Balance, December 31, 2001 7,753 $119,968,973 $(100,170,361) $(5,013,210) $14,785,402
===== ============ ============= =========== ===========
General Partner:
Units of
Partnership
Interest Cumulative Accumulated
-------------------- Cash Earnings
Number Amount Distributions (Losses) Total
-----------------------------------------------------------------------
Balance, December 31, 1998 1 $10,000 $(24,559) $(1,374) $(15,933)
Cash distributions 0 0 (100) 0 (100)
Net loss for the year 0 0 0 (118) (118)
--- ------- -------- ------- --------
Balance, December 31, 1999 1 10,000 (24,659) (1,492) (16,151)
Cash distributions 0 0 (115) 0 (115)
Net loss for the year 0 0 0 (125) (125)
--- ------- -------- ------- --------
Balance, December 31, 2000 1 10,000 (24,774) (1,617) (16,391)
Cash distributions 0 0 (100) 0 (100)
Net loss for the year 0 0 0 (40) (40)
--- ------- -------- ------- --------
Balance, December 31, 2001 1 $10,000 $(24,874) $(1,657) $(16,531)
=== ======= ======== ======= ========
The accompanying notes are an integral part of these consolidated statements.
28
SB PARTNERS
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31,
2001 2000 1999
----------------------------------------
Cash Flows From Operating Activities:
Net loss $ (308,882) $ (966,294) $ (914,237)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization 2,150,121 2,414,690 2,123,464
(Increase) decrease in other operating assets (280,531) 211,217 (263,263)
Increase in other operating liabilities 65,153 61,657 192,681
---------- ---------- -----------
Net cash provided by operating activities 1,625,861 1,721,270 1,138,645
---------- ---------- -----------
Cash Flows From Investing Activities:
Acquisition of real estate investments 0 0 (13,372,135)
Capital additions to real estate owned (879,547) (986,462) (1,791,677)
---------- ---------- -----------
Net cash used in investing activities (879,547) (986,462) (15,163,812)
---------- ---------- -----------
Cash Flows From Financing Activities:
Proceeds from mortgage notes and other loans payable 1,000,000 0 10,303,000
Principal payments on mortgage notes and other loans payable (767,035) (713,372) (594,068)
Increase in deferred financing costs (44,589) 0 (148,761)
Distributions paid to partners (775,350) (891,653) (775,350)
---------- ---------- -----------
Net cash provided by (used in) financing activities (586,974) (1,605,025) 8,784,821
---------- ---------- -----------
Net increase (decrease) in cash and cash equivalents 159,340 (870,217) (5,240,346)
Cash and cash equivalents at beginning of year 474,689 1,344,906 6,585,252
---------- ---------- -----------
Cash and cash equivalents at end of year $ 634,029 $ 474,689 $ 1,344,906
========== ========== ===========
Supplemental disclosures of cash flow information:
Cash paid during the year for interest $3,697,390 $3,714,949 $ 3,096,680
========== ========== ===========
The accompanying notes are an integral part of these consolidated statements.
29
SB PARTNERS
Notes to Consolidated Financial Statements
(1) ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
SB Partners, a New York limited partnership, and its subsidiaries
(collectively, the "Partnership"), have been engaged since April 1971
in acquiring, operating, and holding for investment a varying portfolio
of real properties. SB Partners Real Estate Corporation (the "General
Partner") serves as the general partner of the Partnership. The
significant accounting and financial reporting policies of the
Partnership are as follows:
(a) The accompanying consolidated financial statements include the
accounts of SB Partners and its subsidiaries. All significant
intercompany accounts and transactions have been eliminated. The
consolidated financial statements are prepared using the accrual
basis of accounting in accordance with accounting principles
generally accepted in the United States. Revenues are recognized
as earned and expenses are recognized as incurred. The
preparation of financial statements in conformity with generally
accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
(b) In connection with the mortgage financing on certain of its
properties, the Partnership placed the assets and liabilities of
the properties into single asset limited partnerships, limited
liability companies or land trusts which hold title to the
properties. The Partnership has effective control over such
entities and holds 100% of the beneficial interest. Accordingly,
the financial statements of these subsidiaries are consolidated
with those of the Partnership.
(c) Depreciation of buildings, furnishings and improvements is
computed using the straight-line method of depreciation, based
upon the estimated useful lives of the related properties, as
follows:
Buildings and improvements 5 to 40 years
Furnishings 5 to 7 years
Investments in real estate are carried at historical cost and
reviewed periodically for impairment. Expenditures for
maintenance and repairs are expensed as incurred. Expenditures
for improvements, renewals and betterments, which increase the
useful life of the real estate, are capitalized. Upon retirement
or sale of property, the related cost and accumulated
depreciation are removed from the accounts. Amortization of
deferred financing and refinancing costs is computed by
amortizing the cost on a straight-line basis over the terms of
the related debt.
(d) Real estate properties are regularly evaluated on a property by
property basis to determine if it is appropriate to write down
carrying values to recognize an impairment of value. Impairment
is determined by calculating the sum of the estimated
undiscounted future cash flows including the projected
undiscounted future net proceeds from the sale of the property.
In the event such sum is less than the net carrying value of the
property, the property will be written down to estimated fair
value. Based on the Partnership's long-term hold strategy for
its investments in real estate, the carrying value of its
properties at December 31, 2001 is estimated to be fully
realizable.
30
(e) Real estate held for sale is carried at the lower of cost or
fair value less selling costs. Upon determination that a
property is held for sale, all depreciation of such property is
ceased.
(f) For financial reporting purposes, the Partnership considers all
highly liquid, short-term investments with maturities of three
months or less when purchased to be cash equivalents.
(g) Leases generally have terms of one year or less. Rental income
is recognized when earned pursuant to the terms of the leases
with tenants.
(h) Gains on sales of investments in real estate are recognized in
accordance with generally accepted accounting principles
applicable to sales of real estate, which require minimum levels
of initial and continuing investment by the purchaser, and
certain other tests be met, prior to the full recognition of
profit at the time of the sale. When the tests are not met,
gains on sales are recognized on either the installment or cost
recovery methods.
(i) Each partner is individually responsible for reporting his share
of the Partnership's taxable income or loss. Accordingly, no
provision has been made in the accompanying financial statements
for Federal, state or local income taxes.
(j) Net income (loss) per unit of partnership interest has been
computed based on the weighted average number of units of
partnership interest outstanding during each year. There were no
potentially dilutive securities outstanding during each year.
(k) The Partnership is engaged in only one industry segment, real
estate investment, and therefore information regarding industry
segments is not applicable and is not included in these
consolidated financial statements.
(l) In 2001, the Financial Accounting Standards Board issued
Statement No. 144 "Accounting for the Impairment or Disposal of
Long Lived Assets" which updates and clarifies the accounting
and reporting for impairment of assets held in use and to be
disposed of. The Statement, among other things, will require the
Company to classify the operations and cash flow of properties
to be disposed of as discontinued operations. The Company
expects to adopt the provisions of the Statement in Fiscal 2003,
and does not expect the Statement to have a material impact on
the Company's financial position or results from operations.
(m) Certain prior year amounts have been reclassified to make them
comparable to the current year presentation.
(2) INVESTMENT MANAGEMENT AGREEMENT
The Partnership has entered into a management agreement with the
General Partner. Under the terms of this agreement, the General Partner
is responsible for the acquisition, management and disposition of all
investments, as well as performance of the day-to-day administrative
operations and provision of office space for the Partnership.
For these services, the General Partner receives a management fee equal
to 2% of the average amount of capital invested in real estate plus
cumulative mortgage amortization payments, and 0.5% of capital not
invested in real estate, as defined in the partnership agreement. The
management fee amounted to $826,453, $806,818, and $734,050, for the
years ended December 31, 2001, 2000, and 1999, respectively. In
addition, the General Partner is entitled to 25% of cash distributions
in excess of the annual distribution preference, as defined in the
partnership agreement. No such amounts were due for the years ended
December 31, 2001, 2000 or 1999.
31
(3) INVESTMENTS IN REAL ESTATE AND REAL ESTATE HELD FOR SALE
As of December 31, 2001 and 2000, the Partnership owned apartment
projects in St. Louis, Missouri; Greenville, South Carolina; Reno,
Nevada; and Holiday and Orlando, Florida; as well as 13.9 acres of land
in Holiday, Florida. The following is the cost basis and accumulated
depreciation of the real estate investments owned by the Partnership,
and the net carrying value of the real estate asset held for sale, as
of December 31, 2001 and December 31, 2000:
Real Estate at Cost
No.of Year of ------------------------
Type Prop. Acquisition Description 12/31/01 12/31/00
- ---- ----- ----------- ------------- -------- --------
Residential properties 4 1991-99 1,042 Apts. $56,042,398 $55,464,617
Undeveloped land 1 1978 13.9 Acres 44,387 44,387
----------- -----------
Total cost 56,086,785 55,509,004
Less: accumulated depreciation (5,641,349) (4,227,424)
----------- -----------
Net book value $50,445,436 $51,281,580
=========== ===========
Real Estate Held for Sale
No.of Year of -------------------------
Type Prop. Acquisition Description 12/31/01 12/31/00
- ---- ----- ----------- ------------- -------- --------
Residential property 1 1983 704 Apts. $13,723,236 $14,063,780
=========== ===========
In August 2001, the Partnership began actively marketing Meadowwood
Apartments in Reno, Nevada for sale. As such, the Partnership has reflected this
investment as a "real estate asset held for sale" on the accompanying
consolidated balance sheets, and, since the change in holding strategy in
August, the investment in the property is no longer being depreciated. The
carrying amount of real estate assets held for sale is the lower of depreciated
cost or fair market value less selling costs and is included above at
depreciated cost. Prior year amounts have been reclassified to conform to the
current year presentation. The net operating income (loss) from the property for
the years ended December 31, 2001, 2000 and 1999 was $726,311, $44,751 and
($57,030), respectively.
32
(4) REAL ESTATE TRANSACTIONS
On September 29, 1999, the Partnership purchased Le Coeur du Monde
Apartments, a 192-unit apartment community located in St. Louis,
Missouri, for $13,325,000. In connection with the purchase, the
partnership obtained a first mortgage loan of $10,303,000 from a FNMA
DUS program lender. The mortgage loan is secured by the property, bears
interest at 7.805% per annum and matures on October 1, 2009.
(5) MORTGAGE NOTES PAYABLE
Mortgage notes payable consist of the following first liens:
Net Carrying Amount
Annual December 31, December 31,
Interest Maturity Installment Amount Due ----------- ------------
Property Rate Date Payments(a) at Maturity 2001 2000
- ------------------------------------------------------------------------------------------------------
Halton Place(b) 4.094% 02/03 Interest Only $ 1,000,000 $ 1,000,000 $ 0
Meadowwood 7.550% 1/04 $1,914,996 18,979,461 19,769,615 20,175,226
Holiday Park 6.895% 2/08 300,169 3,277,785 3,633,115 3,680,975
Cypress Key 6.605% 1/09 1,322,707 14,772,418 16,643,524 16,859,135
Le Coeur du Monde 7.805% 10/09 890,447 9,075,763 10,099,997 10,197,950
----------- -----------
$51,146,251 $50,913,286
=========== ===========
(a) Annual installment payments include principal and interest.
(b) On March 1, 2001, the Partnership entered into a revolving credit facility
agreement with a bank in the amount of $7,500,000, which is secured by Halton
Place Apartments. In March 2001 and August 2001, the Partnership borrowed
$700,000 and $300,000, respectively, under the credit facility. The credit
facility is for a term of two years. Borrowings bear interest at LIBOR plus
1.95%. The agreement requires the Partnership to maintain a ratio of NOI, as
defined, to Actual Debt Service, as defined, of 1.2 to 1. As of December 31,
2001, the Partnership is in compliance with the covenant. In connection with
this credit facility, the Partnership is subject to market risk relating to
potential future changes in interest rates. (c) Annual installment payments
include principal and interest. Scheduled principal payments on mortgage notes
payable are $823,492 for 2002; $1,885,484 for 2003; $19,304,578 for 2004;
$475,788 for 2005; $510,092 for 2006 and $28,146,817 thereafter.
33
(6) FEDERAL INCOME TAX INFORMATION
A reconciliation of net loss for financial reporting purposes to net
loss for Federal income tax reporting purposes is as follows:
For the Years Ended December 31,
2001 2000 1999
--------- --------- ----------
Net loss for financial reporting purposes $(308,882) $(966,294) $ (914,237)
Difference between tax and financial statement depreciation 308,244 678,395 678,001
--------- --------- ----------
Net loss for Federal income tax reporting purposes $ (638) $(287,899) $ (236,236)
========= ========= ==========
Net ordinary loss per weighted average limited partnership unit
for Federal income tax reporting purposes: $ (0.08) $ (37.13) $ (30.47)
========= ======== ==========
Weighted average number of units of limited partnership
interest outstanding 7,753 7,753 7,753
========= ======== ==========
As of December 31, 2001 and 2000, the tax bases of the Partnership's
assets and liabilities were approximately $62,220,000 and $62,698,000
of assets, and $52,236,000 and $51,938,000 of liabilities,
respectively.
(7) PROPERTY MANAGEMENT SERVICES
Certain affiliates of the General Partner oversee the management and
operations of various real estate properties, including those owned by
the Partnership. Services performed by affiliates are billed at actual
or allocated cost, percentage of revenues or net equity. For the years
ended December 31, 2001, 2000 and 1999 such billings to the partnership
amounted to $911,286, $854,028, and $752,686, respectively, and are
included in real estate operating expenses.
(8) FAIR VALUE OF FINANCIAL INSTRUMENTS
The Partnership's financial instruments include cash, cash equivalents
and mortgage notes payable. The carrying amount of the cash and cash
equivalents are reasonable estimates of fair value. Mortgage notes
payable have been valued by discounting future payments required under
the terms of the obligations at rates currently available to the
Partnership for debt with similar maturities, terms and underlying
collateral. The fair value of the mortgage notes payable is estimated
to be $51,450,752 and $51,319,831 at December 31, 2001 and 2000,
respectively.
(9) COMMITMENTS AND CONTINGENCIES
The Partnership is a party to certain actions directly arising from 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 adverse effect on
its financial position or results of operations.
34
SB PARTNERS
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2001
Column A Column B Column C Column D
Initial Cost to the Registrant Costs
-------------------------------------- Capitalized
Buildings and Subsequent to
Description Encumbrances Land Improvements Total Acquisition
MULTI FAMILY RESIDENTIAL
Florida -
Holiday (Holiday Park -
including undeveloped land) $ 3,633,115 $ 458,342 $ 4,043,354 $ 4,501,696 $ 979,899
Orlando (Cypress Key) 16,643,524 2,260,000 20,404,725 22,664,725 850,172
South Carolina -
Greenville (Halton Place) 1,000,000 1,260,000 11,364,343 12,624,343 651,786
Missouri -
St. Louis (Le Coeur du Monde) 10,099,997 1,332,500 12,039,635 13,372,135 442,029
----------- ---------- ----------- ----------- -----------
31,376,636 5,310,842 47,852,057 53,162,899 2,923,886
Real estate asset held for sale
Nevada -
Reno (Meadowwood) 19,769,615 2,466,311 19,057,859 21,524,170 7,597,156
----------- ---------- ----------- ----------- -----------
$51,146,251 $7,777,153 $66,909,916 $74,687,069 $10,521,042
=========== ========== =========== =========== ===========
35
SB PARTNERS
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED
DECEMBER 31, 2001
Column A Column E Column F
Gross amount at which Carried at End of Year
(Notes a & c)
Accumulated
Buildings and Depreciation
Description Land Improvements Total (Notes b & d)
MULTI FAMILY RESIDENTIAL
Florida -
Holiday (Holiday Park -
including undeveloped land) $ 458,342 $ 5,023,253 $ 5,481,595 $2,072,585
Orlando (Cypress Key) 2,260,000 21,254,897 23,514,897 1,868,309
South Carolina -
Greenville (Halton Place) 1,260,000 12,016,129 13,276,130 957,589
Missouri -
St. Louis (Le Coeur du Monde) 1,332,500 12,481,664 13,814,163 742,866
---------- ----------- ----------- ----------
5,310,842 50,775,943 56,086,785 5,641,349
Real estate asset held for sale
Nevada -
Reno (Meadowwood) 2,466,311 11,256,925 13,723,236 0
---------- ----------- ----------- ----------
$7,777,153 $62,032,868 $69,810,021 $5,641,349
========== =========== =========== ==========
36
SB PARTNERS
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED
DECEMBER 31, 2001
Column A Column G Column H Column I
Life on which
Depreciation in
Latest
Statement
Date of Date of Operations
Description Construction Acquired is Computed
MULTI FAMILY RESIDENTIAL
Florida -
Holiday (Holiday Park -
including undeveloped land) 1972 - 1975 Jan 1991 7 to 30 years
Orlando (Cypress Key) 1988 Aug 1998 7 to 40 years
South Carolina -
Greenville (Halton Place) 1986 Dec 1998 7 to 40 years
Missouri -
St. Louis (Le Coeur du Monde) 1988 - 1989 Sept 1999 7 to 40 years
Real estate asset held for sale
Nevada -
Reno (Meadowwood) 1974 - 1977 May 1983 7 to 40 years*
As of August, 2001, the property has been classified as a real estate asset held
for sale. As such, depreciation is no longer being charged to the accounts.
37
NOTES TO SCHEDULE III:
2001 2000 1999
---- ---- ----
(a) Reconciliation of amounts shown in Column E:
Balance at beginning of year $69,572,785 $69,542,622 $68,178,290
Additions -
Acquisitions 0 0 13,372,135
Cost of improvements 879,547 986,462 1,791,677
Deductions -
Reclass accumulated depreciation of real estate asset held for sale (642,311) (956,299) (13,799,480)
----------- ----------- -----------
Balance at end of year $69,810,021 $69,572,785 $69,542,622
=========== =========== ===========
(b) Reconciliation of amounts shown in Column F:
Balance at beginning of year $ 4,227,425 $ 2,855,468 $14,608,682
Additions -
Depreciation expense for year 2,056,235 2,328,256 2,046,266
Deductions -
Reclass accumulated depreciation of real estate asset held for sale (642,311) (956,299) (13,799,480)
----------- ----------- -----------
Balance at end of year $ 5,641,349 $ 4,227,425 $ 2,855,468
=========== =========== ===========
(c) Aggregate cost basis for Federal
income tax reporting purposes $87,812,589 $86,933,055 $85,946,598
=========== =========== ===========
(d) Accumulated depreciation for Federal
income tax reporting purposes $30,130,234 $28,382,243 $26,732,385
=========== =========== ===========