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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended ~~March~~June 3130, 2021

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

Commission File Number:

0-8952

SB PARTNERS
(Exact name of registrant as specified in its charter)

New York		13-6294787
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)


1 New Haven Avenue, Suite 102A, Milford, CT.		06460
(Address of principal executive offices)		(Zip Code)

(203) 283-9593

(Registrant's telephone number, including area code)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
NONE		UNITS OF LIMITED PARTNERSHIP INTEREST

Table of Contents

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

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

☐ large accelerated filer ☐ accelerated filer ☒ non-accelerated filer ☐ small reporting company ☐ emerging growth company

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

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

Not Applicable

APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Not Applicable

Table of Contents

SB PARTNERS

INDEX

Part I	Financial Information
Item 1	Financial Statements
	Consolidated Balance Sheets as of March 31, 2021 (unaudited) and December 31, 2020 (audited)	1
	Consolidated Balance Sheets as of June 30, 2021 (unaudited) and December 31, 2020 (audited)	1
	Consolidated Statements of Operations (unaudited) for the three months ended March 31, 2021 and 2020	2
	Consolidated Statements of Operations (unaudited) for the three and six months ended June 30, 2021 and 2020	2
	Consolidated Statements of Changes in Partners' Equity (Deficit) (unaudited) for the three months ended March 31, 2021 and 2020	3
	Consolidated Statements of Changes in Partners' Equity (Deficit) (unaudited) for the three and six months ended June 30, 2021 and 2020	3
	Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2021 and 2020	4
	Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2021 and 2020	4
	Notes to Consolidated Financial Statements (unaudited)	5 – 8
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	9 – 1011
Item 3	Quantitative and Qualitative Disclosures about Market Risk	1112
Item 4T	Controls and Procedures	1112
Part II	Other Information	1112
	Signatures	1213
	Exhibit 31
	Exhibit 32

Table of Contents

ITEM 1. FINANCIAL STATEMENTS

SB PARTNERS

(A New York Limited Partnership)

CONSOLIDATED BALANCE SHEETS

		March 31,				December 31,
	June 30,				December 31,
	2021 (Unaudited)	~~2021 (Unaudited)~~			2020 (Audited)	~~2020 (Audited)~~
Assets:
Investments -
Real estate, at cost
Land	$	$470,000	~~470,000~~		$	$470,000	~~470,000~~
Buildings, furnishings and improvements		5,671,101	~~5,671,101~~			5,671,101	~~5,671,101~~
Less - accumulated depreciation		(2,642,205	~~(2,601,082~~)	)		(2,559,959	~~(2,559,959~~)	)
			3,540,019				3,581,142
		3,498,896				3,581,142
Investment in Sentinel Omaha, LLC, net of reserve for fair value of $10,426,739 and $11,923,033 at March 31, 2021 and December 31, 2020, respectively			41,706,851				47,692,106
Investment in Sentinel Omaha, LLC, net of reserve for fair value of $10,985,626 and $11,923,033 at June 30, 2021 and December 31, 2020, respectively		43,942,397				47,692,106
			45,246,870				51,273,248
		47,441,293				51,273,248
Other Assets -
Cash and cash equivalents		1,035,651	~~1,242,291~~			549,195	~~549,195~~
Other		2,080	~~7,034~~			11,198	~~11,198~~
Total assets	$	$48,479,024	~~46,496,195~~		$	$51,833,641	~~51,833,641~~
Liabilities:
Accounts payable	$	$104,610	~~217,429~~		$	$154,636	~~154,636~~
Tenant security deposit		111,207	~~109,808~~			109,808	~~109,808~~
Total liabilities		215,817	~~327,237~~			264,444	~~264,444~~
Partners' Equity (Deficit):
Units of partnership interest without par value;
Limited partner - 7,753 units		48,275,418	~~46,181,439~~			51,580,982	~~51,580,982~~
General partner - 1 unit		(12,211	~~(12,481~~)	)		(11,785	~~(11,785~~)	)
Total partners' equity		48,263,207	~~46,168,958~~			51,569,197	~~51,569,197~~
Total liabilities and partners' equity	$	$48,479,024	~~46,496,195~~		$	$51,833,641	~~51,833,641~~

See notes to consolidated financial statements

Table of Contents

SB PARTNERS

(A New York Limited Partnership)

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

		For the Three Months Ended March 31,
	For the Three Months Ended June 30,								For the Six Months Ended June 30,
	2021	~~2021~~			2020	~~2020~~			2021			2020
Revenues:
Rental income	$	$302,623	~~302,623~~		$	$293,365	~~293,365~~		$	605,246		$	586,730
Interest income		1,000	~~2,005~~			1,935	-			3,005			1,935
Total revenues		303,623	~~304,628~~			295,300	~~293,365~~			608,251			588,665
Expenses:
Real estate operating expenses		77,942	~~78,070~~			69,841	~~70,414~~			156,012			140,255
Depreciation		41,123	~~41,123~~			41,127	~~41,127~~			82,246			82,254
Real estate taxes		39,991	~~39,927~~			35,393	~~35,393~~			79,918			70,786
Management fees		250,323	~~248,122~~			255,706	~~252,998~~			498,445			508,704
Other		35,541	~~32,820~~			30,184	~~30,655~~			68,361			60,839
Total expenses		444,920	~~440,062~~			432,251	~~430,587~~			884,982			862,838
Loss from operations		(141,297	~~(135,434~~)	)		(136,951	~~(137,222~~)	)		(276,731	)		(274,173	)
Equity in net income of investment			3,318,451				484,477
Equity in net income (loss) of investment		2,794,433				(442,722	)			6,112,884			41,755
Decrease (increase) in reserve for value of investment			1,496,294				(96,896	)
(Increase) Decrease in reserve for value of investment		(558,887	)			88,545				937,407			(8,351	)
Net income			4,679,311				250,359
Net income (loss)		2,094,249				(491,128	)			6,773,560			(240,769	)
Income allocated to general partner			604				32
Income (loss) allocated to general partner		270				(63	)			874			(31	)
Income allocated to limited partners		$	4,678,707			$	250,327
Income (loss) allocated to limited partners	$	2,093,979			$	(491,065	)		$	6,772,686		$	(240,738	)
Income per unit of limited partnership interest (basic and diluted)
Income (loss) per unit of limited partnership interest (basic and diluted)
Net income		$	603.55			$	32.29
Net income (loss)	$	270.12			$	(63.35	)		$	873.67		$	(31.05	)
Weighted Average Number of Units of Limited Partnership Interest Outstanding		7,753	~~7,753~~			7,753	~~7,753~~			7,753			7,753

See notes to consolidated financial statements

Table of Contents

SB PARTNERS

(A New York Limited Partnership)

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

	For the Three Months Ended March 31, 2021 and 2020
Limited Partners:
	Units of Partnership Interest
	Number		Amount		Cumulative Cash Distributions			Accumulated Income		Total
Balance, January 1, 2021		7,753	$	119,968,973	$	(114,822,586	)	$	46,434,595	$	51,580,982
Net income for the three months ended March 31, 2021									4,678,707		4,678,707
Distribution paid		-		-		(10,078,250	)		-		(10,078,250	)
Balance, March 31, 2021		7,753	$	119,968,973	$	(124,900,836	)	$	51,113,302	$	46,181,439
Balance, January 1, 2020		7,753	$	119,968,973	$	(114,822,586	)	$	40,905,679	$	46,052,066
Net income for the three months ended March 31, 2020		-		-		-			250,327		250,327
Balance, March 31, 2020		7,753	$	119,968,973	$	(114,822,586	)	$	41,156,006	$	46,302,393

For the Three and Six Months Ended June 30, 2021 and 2020

General Partner:
Limited Partners:	Units of Partnership Interest
	Units of Partnership Interest
	Number		Amount		Cumulative Cash Distributions			Accumulated Income			Total
Balance, January 1, 2021		17,753	$	10119,~~000~~968,973	$	(26114,~~764~~822,586	)	$	446,~~979~~434,595		$	~~(11~~51,~~785~~580,982	)
Net income for the three months ended March 31, 2021									~~604~~4,678,707			~~604~~4,678,707
Distribution paid		-		-		(110,~~300~~078,250	)		-			(110,~~300~~078,250	)
Balance, March 31, 2021		17,753	$	10119,~~000~~968,973	$	(28124,~~064~~900,836	)	$	551,~~583~~113,302		$	~~(12~~46,~~481~~181,439	)
Balance, January 1, 2020		1	$	10,000	$	(26,764	)	$	4,266		$	(12,498	)
Net income for the three months ended June 30, 2021									2,093,979			2,093,979
Net income for the three months ended March 31, 2020		-		-		-			32			32
Balance, June 30, 2021		7,753	$	119,968,973	$	(124,900,836	)	$	53,207,281		$	48,275,418
Balance, March 31, 2020		1	$	10,000	$	(26,764	)	$	4,298		$	(12,466	)
Balance, January 1, 2020		7,753	$	119,968,973	$	(114,822,586	)	$	40,905,679		$	46,052,066
Net income for the three months ended March 31, 2020		-		-		-			250,327			250,327
Balance, March 31, 2020		7,753	$	119,968,973	$	(114,822,586	)	$	41,156,006		$	46,302,393
Net (loss) for the three months ended June 30, 2020									(491,065	)		(491,065	)
Balance, June 30, 2020		7,753	$	119,968,973	$	(114,822,586	)	$	40,664,941		$	45,811,328

General Partner:	Units of Partnership Interest
	Number		Amount		Cumulative Cash Distributions			Accumulated Income			Total

Balance, January 1, 2021		1	$	10,000	$	(26,764	)	$	4,979		$	(11,785	)
Net income for the three months ended March 31, 2021									604			604
Distribution paid		-		-		(1,300	)		-			(1,300	)
Balance, March 31, 2021		1	$	10,000	$	(28,064	)	$	5,583		$	(12,481	)
Net income for the three months ended June 30, 2021									270			270
Balance, June 30, 2021		1	$	10,000	$	(28,064	)	$	5,853		$	(12,211	)

Balance, January 1, 2020		1	$	10,000	$	(26,764	)	$	4,266		$	(12,498	)
Net income for the three months ended March 31, 2020		-		-		-			32			32
Balance, March 31, 2020		1	$	10,000	$	(26,764	)	$	4,298		$	(12,466	)
Net (loss) for the three months ended June 30, 2020									(63	)		(63	)
Balance, June 30, 2020		1	$	10,000	$	(26,764	)	$	4,235		$	(12,529	)

See notes to consolidated financial statements.

Table of Contents

SB PARTNERS

(A New York Limited Partnership)

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	For the Three Months Ended March 31,
	For the Six Months Ended June 30,
	2021			2020
Cash Flows From Operating Activities:
Net income	$	4,679,311		$	250,359
Net income (loss)	$	6,773,560		$	(240,769	)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Equity in net (income) of investment		(36,~~318~~112,~~451~~884	)		(~~484~~41,~~477~~755	)
(Decrease) increase in reserve for value of investment		(1937,~~496,294~~407	)		968,~~896~~351
Depreciation		4182,~~123~~246			4182,~~127~~254
Net decrease in other assets		49,~~164~~118			37,~~677~~352
Net increase (decrease) in accounts payable		62,793			(4,759	)
Net (decrease) in accounts payable		(50,026	)		(47,835	)
Net increase in tenant security deposit		1,399			1,399
Distributions from investment in Sentinel Omaha, LLC		10,800,000			-
Net cash provided by (used in) operating activities		10,~~772~~566,~~646~~006			(97231,~~177~~003	)
Cash Flows From Financing Activities:
Distribution paid to partners		(10,079,550	)		-
Net cash used in financing activities		(10,079,550	)		-
Net change in cash and cash equivalents		~~693~~486,~~096~~456			(97231,~~177~~003	)
Cash and cash equivalents at beginning of period		549,195			987,624
Cash and cash equivalents at end of period	$	1,~~242~~035,~~291~~651		$	~~890~~756,~~447~~621

See notes to consolidated financial statements

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SB PARTNERS

Notes to Consolidated Financial Statements (Unaudited)

(1)	ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

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

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

The results of operations for the three and six month ~~period~~periods ended June ~~March 31~~30, 2021 are not necessarily indicative of the results to be expected for a full year.

For a discussion of the significant accounting and financial reporting policies of the Partnership, refer to the Annual Report on Form 10–K for the year ended December 31, 2020.

(2)

COVID-19

Due to the COVID-19 outbreak, the Partnership and Omaha may be operating in a challenging and uncertain economic environment. Financial and real estate companies may be affected by liquidity, disparity of real estate values and financing issues. Should market conditions deteriorate, there is no assurance that such conditions will not result in decreased cash flows or ability to repay, refinance or extend Omaha's debt when it comes due, which could result in the sale of investments at amounts less than the reported value at June ~~March 31~~30, 2021.

(3)	COMMON AREA MAINTENANCE REIMBURSEMENTS

In connection with the adoption of ASC Topic 842, the Partnership elected the practical expedient concerning the treatment of CAM costs. CAM is a non-lease component of the lease contract under ASC 842, and therefore would be accounted for under ASC Topic 606, Revenue from Contracts with Customers, and presented separate from rental income based on an allocation of the overall contract price, which is not necessarily the amount that would be billable to the tenant for CAM reimbursements per the term of the lease contract. As the timing and pattern of providing the CAM service to the tenant is the same as the timing and pattern of the tenant’s use of the underlying lease asset, the Partnership elected, under the practical expedient, to combine CAM and other Recoverable Costs with the remaining lease components, and recognize them together as rental income in the accompanying Consolidated Statements of Operations.

The following table provides a disaggregation of rental income recognized by the Partnership for the three and six months ended June ~~March 31~~30, 2021 and 2020:

	2021		2020
	For the Three Months Ended June 30,				For the Six Months Ended June 30,
Operating lease income:
	2021		2020		2021		2020
Fixed lease income (Base Rent)	$	207,443	$	201,401
Operating lease income:
Variable lease income (Recoverable Costs)		95,180		91,964
Fixed lease income (Base Rent)	$	207,443	$	201,401	$	414,886	$	402,802
Total Rental Income	$	302,623	$	293,365
Variable lease income (Recoverable Costs)		95,180		91,964		190,360		183,928
Total Rental Income	$	302,623	$	293,365	$	605,246	$	586,730

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(4)	INVESTMENTS IN REAL ESTATE

As of June ~~March 31~~30, 2021, the Partnership owns an industrial flex property in Maple Grove, Minnesota. The following is the cost basis and accumulated depreciation of the real estate investment owned by the Partnership as of June ~~March 31~~30, 2021 and December 31, 2020.

No. of

~~Year of~~

Year of

~~Real Estate at Cost~~

Real Estate at Cost

Type

Prop.

~~Acquisition~~

Acquisition

~~Description (sf)~~

Description

~~3/31/2021~~

6/30/2021

~~12/31/2020~~

12/31/2020

Industrial flex property

~~2002~~

2002

~~60,345~~

60,345 sf

~~6,141,101~~$

6,141,101

~~6,141,101~~$

6,141,101

Less: Accumulated depreciation

~~(2,601,082~~

)(2,642,205

)

~~(2,559,959~~

)(2,559,959

)

Investment in real estate

~~3,540,019~~$

3,498,896

~~3,581,142~~$

3,581,142

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

(5)	ASSETS MEASURED AT FAIR VALUE

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

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

The three levels of fair value hierarchy are described below:

●

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

●

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

●

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

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7The following major categories of assets were measured at fair value as of June 30, 2021 and December 31, 2020:

The following major categories of assets were measured at fair value as of March 31, 2021 and December 31, 2020:

	Level 3:			June 30,
	Significant			2021
	Unobservable			(Unaudited)
	Inputs			Total

Assets
Investment in Sentinel Omaha, LLC ("Omaha")	$	54,928,023		$	54,928,023
Reserve for fair value of investment		(10,985,626	)		(10,985,626	)

Total assets	$	43,942,397		$	43,942,397

	Level 3:			March 31,
	Significant			2021
	Unobservable			(Unaudited)
	Inputs			Total
Assets
Investment in Sentinel Omaha, LLC ("Omaha")	$	52,133,590		$	52,133,590
Reserve for fair value of investment		(10,426,739	)		(10,426,739	)
Total assets	$	41,706,851		$	41,706,851

	Level 3:			December 31,
	Significant			2020
	Unobservable			(Audited)
	Inputs			Total

Assets
Investment in Sentinel Omaha, LLC	$	59,615,139		$	59,615,139
Reserve for fair value of investment		(11,923,033	)		(11,923,033	)

Total assets	$	47,692,106		$	47,692,106

The following is a reconciliation of the beginning and ending balances for assets measured at fair value using significant unobservable inputs (Level 3) during the periods ended June ~~March 31~~30, 2021 and December 31, 2020:

	Investment in			Reserve for
	Sentinel			fair value
	Omaha, LLC			of investment			Total
Balance at January 1, 2020	$	51,977,702		$	(10,395,545	)	$	41,582,157
Equity in net income of investment		7,637,437			-			7,637,437
(Increase) in reserve		-			(1,527,488	)		(1,527,488	)
Balance at December 31, 2020		59,615,139			(11,923,033	)		47,692,106
Equity in net income of investment		36,~~318~~112,~~451~~884			-			36,~~318~~112,~~451~~884
Distribution from investment		(10,800,000	)					(10,800,000	)
Decrease in reserve		-			1937,~~496,294~~407			1937,~~496,294~~407
Balance at March 31, 2021	$	52,133,590		$	(10,426,739	)	$	41,706,851
Balance at June 30, 2021	$	54,928,023		$	(10,985,626	)	$	43,942,397

(6)	INVESTMENT IN SENTINEL OMAHA, LLC

In 2007, the Partnership made an investment in the amount of $37,200,000 in Sentinel Omaha, LLC (“Omaha”). Omaha is a real estate investment company which as of June ~~March 31~~30, 2021 owns ~~five~~four multifamily properties in ~~three~~two markets. Omaha is an affiliate of the Partnership’s general partner. The investment represents a 30% ownership interest in Omaha.

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8

The following are the condensed financial statements (000’s omitted) of Omaha as of June 30, 2021 and December 31, 2020 and the six months ended June 30, 2021 and 2020.

	(Unaudited)			(Audited)
Balance Sheet	June 30, 2021			December 31, 2020

Investment in real estate, net	$	160,450		$	190,600
Other assets		62,221			61,315
Debt		(37,555	)		(49,880	)
Other liabilities		(2,022	)		(3,318	)
Members equity	$	183,094		$	198,717

	(Unaudited)			(Unaudited)
Statement of Operations	June 30, 2021			June 30, 2020

Rent and other income	$	9,079		$	12,209
Real estate operating expenses		(4,810	)		(5,638	)
Other expenses		(230	)		(828	)
Net realized gain		17,864			0
Net unrealized (losses)		(1,526	)		(5,604	)

Net increase in net assets	$	20,377		$	139

During December 2020, Omaha sold one of its garden apartment properties located in Nashville, Tennessee. Net sales proceeds were used to first pay selling expenses and retire each property’s related secured mortgage loan. A portion of the remaining net sales proceeds were used to retire Omaha’s secured mortgage loan encumbering another garden apartment property located in Nashville, Tennessee in February 2021 to further pay down Omaha’s overall debt. The remaining portion of the sales proceeds were used to pay a distribution of $36,000,000 to its investors. The Partnership’s 30% allocation of the distribution was $10,800,000.

During April 2021, Omaha sold its garden apartment property located in Charleston, South Carolina for a sale price of $47,250,000. Net sales proceeds were used to first pay selling expenses. The remaining net sales proceeds have been reserved to retire Omaha’s secured mortgage loan encumbering a garden apartment property located in Nashville, Tennessee and to retire Omaha’s secured mortgage loan encumbering a garden apartment property located in Aurora, Illinois to payoff Omaha’s long term debt. The Omaha portfolio reported an increase of value on its real estate investments of approximately $9,850,000 (6.54%) for the six month period ended June 30, 2021.

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8ITEM 2.

~~The~~MANAGEMENT'S ~~following~~DISCUSSION ~~are~~AND ~~the condensed financial statements (000’s omitted) of Omaha as of March 31, 2021 and December 31, 2020 and the three months ended March 31, 2021 and 2020.~~ANALYSIS

	(Unaudited)			(Audited)
Balance Sheet	March 31, 2021			December 31, 2020
Investment in real estate, net	$	199,191		$	190,600
Other assets		14,033			61,315
Debt		(37,555	)		(49,880	)
Other liabilities		(1,890	)		(3,318	)
Members equity	$	173,779		$	198,717

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

	(Unaudited)			(Unaudited)
Statement of Operations	March 31, 2021			March 31, 2020
Rent and other income	$	4,890		$	6,234
Real estate operating expenses		(2,417	)		(2,965	)
Other expenses		(160	)		(493	)
Net unrealized income (losses)		8,749			(1,161	)
Net increase in net assets	$	11,062		$	1,615

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

During December 2020, Omaha sold one of its garden apartment properties located in Nashville, Tennessee. Net sales proceeds were used to first pay selling expenses and retire each property’s related secured mortgage loan. A portion of the remaining net sales proceeds were used to retire Omaha’s secured mortgage loan encumbering another garden apartment property located in Nashville, Tennessee in February 2021 to further pay down Omaha’s overall debt. The remaining portion of the sales proceeds were used to pay a distribution of $36,000,000 to its investors. The Partnership’s 30% allocation of the distribution was $10,800,000. The Omaha portfolio reported an increase of value on its real estate investments of approximately $8,600,000 (4.51%) for the three month period ended March 31, 2021.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

General

The consolidated financial statements for the three and six months ended ~~March~~June 3130, 2021 and 2020 reflect the operation of one wholly owned industrial flex property located in Maple Grove, Minnesota and a 30% interest in Omaha.

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

Omaha’s portfolio as of ~~March~~June 3130, 2021 consists of ~~five~~four garden apartment properties located in ~~three~~two markets. Leases generally are for one year or less. Tenants generally pay fixed rent plus utilities used by each respective tenant.

COVID-19

Due to the COVID-19 outbreak, the Registrant and Omaha may be operating in a challenging and uncertain economic environment. Financial and real estate companies may be affected by liquidity, disparity of real estate values and financing issues. Should market conditions deteriorate, there is no assurance that such conditions will not result in decreased cash flows or ability to repay, refinance or extend Omaha's debt when it comes due, which could result in the sale of investments at amounts less than the reported value at March 31, 2021.

Financial and real estate companies may be affected by liquidity, disparity of real estate values and financing issues. Should market conditions deteriorate, there is no assurance that such conditions will not result in decreased cash flows or ability to repay, refinance or extend Omaha's debt when it comes due, which could result in the sale of investments at amounts less than the reported value at June 30, 2021.

Results of Operations

Total revenues from continuing operations for the three months ended ~~March~~June 3130, 2021 increased $129,000 to approximately $~~305~~304,000 as compared to approximately $~~293~~295,000 for the three months ended ~~March~~June 3130, 2020. Total revenues increased due to an increase in base rental income, other income ~~and~~partially offset by a decrease in interest income. Base rental income increased $6,000 to approximately $207,000 for the three months ended ~~March~~June 3130, 2021 as compared to the same period in 2020 due to a scheduled increase in base rent at Registrant’s property located in Maple Grove, MN. Other income increased due to an increase in real estate taxes charged back to the tenant. Interest income ~~increased~~decreased due to ana ~~increase~~decrease in cash reserves.

The Registrant reported a net loss from operations of approximately $~~135~~141,000 for the three months ended ~~March~~June 3130, 2021, aan ~~decrease~~increase of loss of $24,000 as compared to a net loss from operations of approximately $137,000 for the same period in 2020. Net loss from operations consists of net income from the Maple Grove property offset by partnership income and expenses. The ~~decrease~~increase of loss from operations was primarily due to higher total ~~income~~expense partially offset by higher total ~~expense~~income. Total expenses from operations for 2021 increased $913,000 to approximately $~~440~~445,000 from approximately $~~431~~432,000 in 2020, due primarily to an increase in ~~administration~~repairs and maintenance expense of $98,000, an increase in real estate taxes of $5,000 and an increase in professional fees of $25,000. The increase was partially offset by a decrease in investment management fees and ~~repairs~~administrative ~~and maintenance~~ costs.

~~The~~Total ~~Registrant~~revenues ~~has~~from acontinuing operations for the six months ended June 30%, ~~non-controlling~~2021 ~~interest~~increased in$19,000 ~~Omaha~~to ~~that~~approximately is$608,000 ~~accounted~~as compared to approximately $589,000 for onthe asix ~~fair~~months ~~value~~ended ~~basis~~June 30, 2020. ~~Net~~Total revenues increased due to an increase in ~~net~~base ~~assets~~rental income, other income and interest income. Base rental income increased $912,~~447,~~000 to approximately $11415,~~062,~~000 for the ~~three~~six months ended ~~March~~June 3130, 2021 as compared to ~~net~~the same period in 2020 due to a scheduled increase in ~~net~~base ~~assets~~rent ofat ~~approximately~~Registrant’s $1property located in Maple Grove,~~615,000~~ ~~for~~MN. Other income increased due to an increase in real estate taxes charged back to the ~~same~~tenant. ~~period~~Interest income increased due to an increase in ~~2020~~cash reserves.

The ~~Omaha~~Registrant ~~portfolio~~ reported ana ~~increase~~net ofloss ~~value~~from onoperations ~~its real estate investments~~ of approximately $8277,~~600,~~000 ~~(4.51%)~~ for the ~~three~~six ~~month~~months ~~period~~ ended ~~March~~June 3130, 2021., ~~The~~an increase inof ~~value~~loss isof ~~due~~$3,000 ~~primarily~~as compared to ~~stronger~~a ~~capitalization~~net ~~rates.~~loss ~~Occupancy~~from ~~levels~~operations ~~have~~of ~~remained~~approximately ~~steady~~$274,000 ~~during~~for the ~~current~~same ~~year~~period atin ~~most~~2020. ofNet ~~Omaha’s~~loss ~~properties.~~from ~~Omaha~~operations ~~estimated~~consists ~~the~~of ~~value~~net ofincome from the ~~properties~~Maple inGrove ~~its~~property ~~portfolio~~offset ~~using~~by ~~the~~partnership ~~Direct~~income ~~Capitalization~~ and ~~Discounted~~expenses. ~~Cash~~The ~~Flow~~increase ~~methods~~ of ~~the~~loss ~~Income~~from ~~Approach~~operations aswas itprimarily isdue ~~anticipated~~to ~~that~~higher ~~most~~total ~~buyers~~expense ~~would~~partially ~~estimate~~offset ~~values~~by ~~this~~higher ~~way~~total asincome. ~~public~~Total ~~crisis~~expenses ~~has~~from ~~resulted~~operations infor ~~limited~~2021 ~~sale~~increased ~~transactions~~$22,000 ~~during~~to ~~the~~approximately ~~past~~$885,000 ~~year~~from ~~for~~approximately ~~which~~$863,000 in 2020, due primarily to ~~support~~an ~~use~~increase in administrative expense of ~~the~~$6,000, ~~Sales~~an ~~Comparison~~increase ~~Approach.~~in ~~Omaha~~repairs ~~mostly~~and ~~used~~maintenance ~~the~~expense ~~same~~of ~~capitalization~~$5,000, ~~termination~~an increase in real estate taxes of $9,000 and ~~discount~~an ~~rates~~increase asin ~~used~~professional fees of $8,000. The increase was partially offset by a decrease in ~~the~~investment ~~prior~~management ~~quarter~~fees.

The Registrant has a 30% non-controlling interest in Omaha that is accounted for on a fair value basis. Net increase in net assets increased $20,238,000 to approximately $20,377,000 for the six months ended June 30, 2021 compared to a net increase in net assets of approximately $139,000 for the same period in 2020. The net increase in net assets for 2021 is primarily due to the sale of Omaha’s garden apartment property in Charleston, South Carolina and an increase in the value of its remaining real estate properties.

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10

The Omaha portfolio reported an increase of value on its real estate investments of approximately $9,850,000 (6.54%) for the six month period ended June 30, 2021. The increase in value is due primarily to stronger capitalization rates. Occupancy levels have remained steady during the current year at most of Omaha’s properties. Omaha estimated the value of the properties in its portfolio using the Direct Capitalization and Discounted Cash Flow methods of the Income Approach as it is anticipated that most buyers would estimate values this way as public crisis has resulted in limited sale transactions during the past year for which to support use of the Sales Comparison Approach. Omaha employed stronger capitalization, termination and discount rates as used in the prior quarter in response to market conditions.

During December 2020, Omaha sold one of its garden apartment properties located in Nashville, Tennessee. Net sales proceeds were used to first pay selling expenses and retire each property’s related secured mortgage loan. A portion of the remaining net sales proceeds were used to retire Omaha’s secured mortgage loan encumbering another garden apartment property located in Nashville, Tennessee in February 2021 to further pay down Omaha’s overall debt. The remaining portion of the sales proceeds were used to pay a distribution of $36,000,000 to its investors. Registrants 30% allocation of the distribution was $10,800,000.

During April 2021, Omaha sold its garden apartment property located in Charleston, South Carolina. Net sales proceeds were used to first pay selling expenses. The remaining net sales proceeds have been reserved to retire Omaha’s secured mortgage loan encumbering a garden apartment property located in Nashville, Tennessee and to retire Omaha’s secured mortgage loan encumbering a garden apartment property located in Aurora, Illinois to payoff Omaha’s long term debt. The Omaha portfolio reported an increase of value on its real estate investments of approximately $9,850,000 (6.54%) for the six month period ended June 30, 2021.

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

During August 2021, Omaha sold one of its garden apartment properties located in Nashville, Tennessee for $77,244,663.

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

Table of Contents

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

CRITICAL ACCOUNTING POLICIES

The Registrant’s critical accounting policies are described in its Annual Report on Form 10-K for the year ended December 31, 2020. There were no significant changes to such policies in 2020. There are no accounting pronouncements or interpretations that have been issued, but not yet adopted, that Registrant believes will have a material impact on its consolidated financial statements.

Liquidity and Capital Resources

As of ~~March~~June 3130, 2021, the Registrant had cash and cash equivalents of approximately $1,~~242~~036,000. These balances are approximately $~~693~~487,000 higher than cash and cash equivalents held on December 31, 2020. Cash and cash equivalents increased during the ~~three~~six months ended ~~March~~June 3130, 2021 due to a portion of the distribution from Omaha added to cash reserves.

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

Registrant anticipates cash flow generated from the property located in Maple Grove and current cash reserves will be sufficient to pay ongoing operating and capital improvement costs, other working capital requirements of the Registrant and current fees due to the General Partner and its affiliates. The Registrant has no debt except normal trade accounts payable and a security deposit held for the tenant at Registrant’s wholly owned property.

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

Eagle Lake Business Center IV (Maple Grove, Minnesota)

Total revenues for the three months ended ~~March~~June 3130, 2021 increased $10,000 to approximately $303,000 as compared to approximately $293,000 for the three months ended ~~March~~June 3130, 2020. The property reported higher base rental income and higher other rental income. Base rental income was higher in 2021 due to a scheduled increase in the base rent. Other income increased due to an increase in real estate taxes charged back to the tenant. Net operating income, which includes deductions for depreciation, ~~increased~~decreased $511,000 for the three months ended ~~March~~June 3130, 2021 as compared to the same period in 2020. Net operating income ~~increased~~decreased due to higher ~~total~~operating ~~revenue~~expenses partially offset by higher ~~operating~~total ~~expenses~~revenue. Operating expenses were higher due to higher repairs and maintenance, utilities, administration and real estate tax expense.

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11

Total revenues for the six months ended June 30, 2021 increased $18,000 to approximately $605,000 as compared to approximately $587,000 for the six months ended June 30, 2020. The property reported higher base rental income and higher other rental income. Base rental income was higher in 2021 due to a scheduled increase in the base rent. Other income increased due to an increase in real estate taxes charged back to the tenant. Net operating income, which includes deductions for depreciation, decreased $5,000 for the six months ended June 30, 2021 as compared to the same period in 2020. Net operating income decreased due to higher operating expenses partially offset by higher total revenue. Operating expenses were higher due to higher repairs and maintenance, utilities, administration and real estate tax expense.

Investment in Sentinel Omaha, LLC

Comparison of three months ended ~~March~~June 3130, 2021 to ~~March~~June 3130, 2020:

As of ~~March~~June 3130, 2021, the Omaha portfolio consisted of ~~five~~four multi-family properties located in ~~three~~two markets. Omaha’s total revenues for the three months ended ~~March~~June 3130, 2021 were approximately $4,~~890~~189,000. Income before net unrealized losses was approximately $21,~~313~~796,000. Major expenses included approximately $~~113~~83,000 for interest expense, $~~348~~435,000 for repairs and maintenance, $~~707~~653,000 for payroll, and $~~590~~568,000 for real estate taxes. Omaha reported net change in unrealized ~~gains~~losses of approximately $810,~~749~~275,000 and a realized gain of approximately $17,864,000 resulting in a net increase in net assets of approximately $119,~~062~~315,000. For the three months ended ~~March~~June 3130, 2021, the Registrant’s 30% equity interest in the income of Omaha was approximately $32,~~318~~794,000. Registrant reserves 20% of the reported value of Omaha on its balance sheet for ~~March~~June 3130, 2021. The reserve for value was adjusted in conjunction with recording the equity income and the distribution received from Omaha for the quarter ended ~~March~~June 3130, 2021. As a result, Registrant reported net income from equity interest in income of Omaha for the quarter ended ~~March~~June 3130, 2021 of $42,~~814~~236,000.

As of ~~March~~June 3130, 2020, the Omaha portfolio consisted of six multi-family properties located in three markets. Omaha’s total revenues for the three months ended ~~March~~June 3130, ~~2020~~2019 were approximately $65,~~234~~976,000. Income before net unrealized losses was approximately $2,~~776~~967,000. Major expenses included approximately $~~492~~317,000 for interest expense, $~~431~~474,000 for repairs and maintenance, $~~891~~657,000 for payroll, and $~~729~~639,000 for real estate taxes. Omaha reported net change in unrealized losses of approximately $14,~~161~~443,000 resulting in a net ~~increase~~decrease in net assets of approximately $1,~~615~~476,000. For the three months ended ~~March~~June 3130, ~~2020~~2019, the Registrant’s 30% equity interest in the income of Omaha was approximately $~~484~~443,000. Registrant reserves 20% of the reported value of Omaha on its balance sheet for ~~March~~June 3130, 2020. The reserve for value was adjusted in conjunction with recording the equity income for the quarter ended ~~March~~June 3130, 2020. As a result, Registrant reported net ~~income~~loss from equity interest in income of Omaha for the quarter ended ~~March~~June 3130, 2020 of $~~387~~354,000.

Comparison of six months ended June 30, 2021 to June 30, 2020:

Omaha’s total revenues for the six months ended June 30, 2021 were approximately $9,079,000. Income before net unrealized losses was approximately $4,038,000. Major expenses included approximately $196,000 for interest expense, $783,000 for repairs and maintenance, $1,360,000 for payroll, and $1,158,000 for real estate taxes. Omaha reported net change in unrealized losses of approximately $1,526,000 and a realized gain of approximately $17,864,000 resulting in a net increase in net assets of approximately $20,376,000. For the six months ended June 30, 2021, the Registrant’s 30% equity interest in the income of Omaha was approximately $6,113,000. Registrant reserves 20% of the reported value of Omaha on its balance sheet for June 30, 2021. The reserve for value was adjusted in conjunction with recording the equity income for the six months ended June 30, 2021. As a result, Registrant reported net income from equity interest in income of Omaha for the quarter ended June 30, 2021 of $7,050,000.

Omaha’s total revenues for the six months ended June 30, 2020 were approximately $12,209,000. Income before net unrealized losses was approximately $5,743,000. Major expenses included approximately $809,000 for interest expense, $905,000 for repairs and maintenance, $1,547,000 for payroll, and $1,369,000 for real estate taxes. Omaha reported net change in unrealized losses of approximately $5,604,000 resulting in a net increase in net assets of approximately $139,000. For the six months ended June 30, 2019, the Registrant’s 30% equity interest in the income of Omaha was approximately $42,000. Registrant reserves 20% of the reported value of Omaha on its balance sheet for June 30, 2020. The reserve for value was adjusted in conjunction with recording the equity income for the six months ended June 30, 2020. As a result, Registrant reported net income from equity interest in income of Omaha for the quarter ended June 30, 2020 of $33,000.

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ITEM 3.

None

ITEM 4.

CONTROLS AND PROCEDURES

(a) The Chief Executive Officer and the Principal Accounting & Financial Officer of the general partner of SB Partners have evaluated the disclosure controls and procedures relating to the Registrant’s Quarterly Report on Form 10-Q for the period ended ~~March~~June 3130, 2021 as filed with the Securities and Exchange Commission and have judged such controls and procedures to be effective.

(b) The Chief Executive Officer and the Principal Accounting and Financial Officer of the general partner of SB Partners have evaluated the internal control over financial reporting relating to the Registrant’s Quarterly Report on form 10-Q for the period ended ~~March~~June 3130, 2021 and have identified no changes in the Registrant’s internal controls that have materially affected or are reasonably likely to materially affect the Registrant’s internal controls over financial reporting.

PART II – OTHER INFORMATION

ITEM 6.

EXHIBITS

Exhibit No.	~~Description~~	Description
31.1	~~Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	~~Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	~~Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	~~Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS**	~~XBRL Instance~~	Inline XBRL Instance
101.SCH**	~~XBRL Taxonomy Extension Schema~~	Inline XBRL Taxonomy Extension Schema
101.CAL**	~~XBRL Taxonomy Extension Calculation~~	Inline XBRL Taxonomy Extension Calculation
101.DEF**	~~XBRL Taxonomy Extension Definition~~	Inline XBRL Taxonomy Extension Definition
101.LAB**	~~XBRL Taxonomy Extension Labels~~	Inline XBRL Taxonomy Extension Labels
101.PRE**	~~XBRL Taxonomy Extension Presentation~~	Inline XBRL Taxonomy Extension Presentation
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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

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SIGNATURES

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

		SB PARTNERS
		(Registrant)
	By:	SB PARTNERS REAL ESTATE CORPORATION
		General Partner
Dated: May 13, 2021	By:	George N Tietjen III
Dated: August 13, 2021	By:	George N Tietjen III
		/s/ George N. Tietjen III
		Chief Executive Officer
		Principal Financial & Accounting Officer
Dated: May 13, 2021	By:	John H. Zoeller
Dated: August 13, 2021	By:	John H. Zoeller
		/s/ John H. Zoeller
		Chief Financial Officer

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