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 ~~September~~March 3031, ~~2020~~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

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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

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SB PARTNERS

INDEX

Part I	Financial Information
Item 1	Financial Statements
	Consolidated Balance Sheets as of September 30, 2020 (unaudited) and December 31, 2019 (audited)	1
	Consolidated Balance Sheets as of March 31, 2021 (unaudited) and December 31, 2020 (audited)	1
	Consolidated Statements of Operations (unaudited) for the three and nine months ended September 30, 2020 and 2019	2
	Consolidated Statements of Operations (unaudited) for the three months ended March 31, 2021 and 2020	2
	Consolidated Statements of Changes in Partners' Equity (Deficit) (unaudited) for the three and nine months ended September 30, 2020 and 2019	3
	Consolidated Statements of Changes in Partners' Equity (Deficit) (unaudited) for the three months ended March 31, 2021 and 2020	3
	Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2020 and 2019	4
	Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 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 – 1110
Item 3	Quantitative and Qualitative Disclosures about Market Risk	1211
Item 4T	Controls and Procedures	1211
Part II	Other Information	1211
	Signatures	1312
	Exhibit 31
	Exhibit 32

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ITEM 1. FINANCIAL STATEMENTS

SB PARTNERS

(A New York Limited Partnership)

CONSOLIDATED BALANCE SHEETS

	September 30,				December 31,
		March 31,				December 31,
	2020 (Unaudited)				2019 (Audited)
		2021 (Unaudited)				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		~~(2,518,832~~	)(2,601,082	)		~~(2,395,451~~	)(2,559,959	)
		3,622,269				3,745,650
			3,540,019				3,581,142
Investment in Sentinel Omaha, LLC, net of reserve for fair value of $10,466,941 and $10,395,545 at September 30, 2020 and December 31, 2019, respectively		41,867,738				41,582,157
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
		45,490,007				45,327,807
			45,246,870				51,273,248
Other Assets -
Cash and cash equivalents		~~611,961~~	1,242,291			~~987,624~~	549,195
Other		~~42,833~~	7,034			~~8,743~~	11,198
Total assets	$	~~46,144,801~~$	46,496,195		$	~~46,324,174~~$	51,833,641
Liabilities:
Accounts payable	$	~~145,150~~$	217,429		$	~~177,596~~$	154,636
Tenant security deposit		~~108,409~~	109,808			~~107,010~~	109,808
Total liabilities		~~253,559~~	327,237			~~284,606~~	264,444
Partners' Equity (Deficit):
Units of partnership interest without par value;
Limited partner - 7,753 units		~~45,903,759~~	46,181,439			~~46,052,066~~	51,580,982
General partner - 1 unit		~~(12,517~~	)(12,481	)		~~(12,498~~	)(11,785	)
Total partners' equity		~~45,891,242~~	46,168,958			~~46,039,568~~	51,569,197
Total liabilities and partners' equity	$	~~46,144,801~~$	46,496,195		$	~~46,324,174~~$	51,833,641

See notes to consolidated financial statements

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SB PARTNERS

(A New York Limited Partnership)

CONSOLIDATED STATEMENTS OF OPERATIONS (~~UNAUDITED~~Unaudited)

	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
		For the Three Months Ended March 31,
	2020				2019				2020			2019
		2021				2020
Revenues:
Rental income	$	~~293,365~~$	302,623		$	~~278,317~~$	293,365		$	~~880,095~~		$	~~834,951~~
Interest income		~~164~~	2,005			~~1,452~~	-			~~2,099~~			~~2,167~~
Total revenues		~~293,529~~	304,628			~~279,769~~	293,365			~~882,194~~			~~837,118~~
Expenses:
Real estate operating expenses		~~90,653~~	78,070			~~73,742~~	70,414			~~230,908~~			~~225,393~~
Depreciation		~~41,127~~	41,123			~~35,875~~	41,127			~~123,381~~			~~107,625~~
Real estate taxes		~~35,393~~	39,927			~~32,873~~	35,393			~~106,179~~			~~97,597~~
Management fees		~~255,246~~	248,122			~~252,343~~	252,998			~~763,950~~			~~755,343~~
Other		~~30,844~~	32,820			~~26,621~~	30,655			~~91,683~~			~~88,145~~
Total expenses		~~453,263~~	440,062			~~421,454~~	430,587			~~1,316,101~~			~~1,274,103~~
Loss from operations		~~(159,734~~	)(135,434	)		~~(141,685~~	)(137,222	)		~~(433,907~~	)		~~(436,985~~	)
Equity in net income of investment		~~315,222~~	3,318,451			~~1,439,584~~	484,477			~~356,977~~			~~2,644,419~~
(Increase) Decrease in reserve for value of investment		(63,045	)			(287,916	)			(71,396	)		1,151,113
Decrease (increase) in reserve for value of investment			1,496,294				(96,896	)
Net income (loss)		92,443				1,009,983				(148,326	)		3,358,547
Net income			4,679,311				250,359
Income (loss) allocated to general partner		12				130				(19	)		433
Income allocated to general partner			604				32
Income (loss) allocated to limited partners	$	92,431			$	1,009,853			$	(148,307	)	$	3,358,114
Income allocated to limited partners		$	4,678,707			$	250,327
Income (loss) per unit of limited partnership interest (basic and diluted)
Income per unit of limited partnership interest (basic and diluted)
Net income (loss)	$	11.92			$	130.27			$	(19.13	)	$	433.19
Net income		$	603.55			$	32.29
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

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SB PARTNERS

(A New York Limited Partnership)

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

For the Three and Nine Months Ended September 30, 2020 and 2019

	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

Limited Partners:	Units of Partnership Interest
General Partner:
	Units of Partnership Interest
	Number		Amount		Cumulative Cash Distributions			Accumulated Income			Total
Balance, January 1, 2019		7,753	$	119,968,973	$	(111,721,586	)	$	34,336,816		$	42,584,203
Balance, January 1, 2021		1	$	10,000	$	(26,764	)	$	4,979		$	(11,785	)
Net income for the three months ended March 31, 2019		-		-		-			189,395			189,395
Net income for the three months ended March 31, 2021									604			604
Balance, March 31, 2019		7,753		119,968,973		(111,721,586	)		34,526,211			42,773,598
Distribution paid		-		-		(1,300	)		-			(1,300	)
Net income for the three months ended June 30, 2019		-		-		-			2,158,866			2,158,866
Balance, March 31, 2021		1	$	10,000	$	(28,064	)	$	5,583		$	(12,481	)
Distribution paid		-		-		(3,101,000	)		-			(3,101,000	)
Balance, January 1, 2020		1	$	10,000	$	(26,764	)	$	4,266		$	(12,498	)
Balance, June 30, 2019		7,753		119,968,973		(114,822,586	)		36,685,077			41,831,464
Net income for the three months ended March 31, 2020		-		-		-			32			32
Net income for the three months ended Sept. 30, 2019		-		-		-			1,009,853			1,009,853
Balance, March 31, 2020		1	$	10,000	$	(26,764	)	$	4,298		$	(12,466	)
Balance, September 30, 2019		7,753	$	119,968,973	$	(114,822,586	)	$	37,694,930		$	42,841,317
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
Net income for the three months ended Sept. 30, 2020		-		-		-			92,431			92,431
Balance, September 30, 2020		7,753	$	119,968,973	$	(114,822,586	)	$	40,757,372		$	45,903,759

General Partner:	Units of Partnership Interest
	Number		Amount		Cumulative Cash Distributions			Accumulated Income			Total
Balance, January 1, 2019		1	$	10,000	$	(26,364	)	$	3,419		$	(12,945	)
Net income for the three months ended March 31, 2019		-		-		-			24			24
Balance, March 31, 2019		1		10,000		(26,364	)		3,443			(12,921	)
Net income for the three months ended June 30, 2019		-		-		-			279			279
Distribution paid		-		-		(400	)		-			(400	)
Balance, June 30, 2019		1		10,000		(26,764	)		3,722			(13,042	)
Net income for the three months ended Sept. 30, 2019		-		-		-			130			130
Balance, September 30, 2019		1	$	10,000	$	(26,764	)	$	3,852		$	(12,912	)
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	)
Net income for the three months ended Sept. 30, 2020		-		-		-			12			12
Balance, September 30, 2020		1	$	10,000	$	(26,764	)	$	4,247		$	(12,517	)

See notes to consolidated financial statements.

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SB PARTNERS

(A New York Limited Partnership)

CONSOLIDATED STATEMENTS OF CASH FLOWS (~~UNAUDITED~~Unaudited)

	For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2020			2019
	2021			2020
Cash Flows From Operating Activities:
Net income (loss)	$	(148,326	)	$	3,358,547
Net income	$	4,679,311		$	250,359
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Equity in net (income) of investment		(~~356~~3,~~977~~318,451	)		(2484,~~644,419~~477	)
Decrease (increase) in reserve for value of investment		71,396			(1,151,113	)
(Decrease) increase in reserve for value of investment		(1,496,294	)		96,896
Depreciation and amortization		123,381			107,625
Depreciation		41,123			41,127
Net (increase) in operating assets		(34,090	)		(31,019	)
Net decrease in other assets		4,164			3,677
Net (decrease) in accounts payable		(32,446	)		(429,488	)
Net increase (decrease) in accounts payable		62,793			(4,759	)
Net increase in tenant security deposit		1,399			1,399
Distributions from investment in Sentinel Omaha, LLC		10,800,000			-
Net (decrease) in accrued expenses		-			(3,395,973	)
Net cash provided by (used in) operating activities		10,772,646			(97,177	)
Distributions from investment in Sentinel Omaha, LLC		-			8,400,000
Net cash provided by (used in) operating activites		(375,663	)		4,215,559
Cash Flows From Investing Activities:
Capital additions to real estate owned		-			(398,692	)
Net cash used in investing activities		-			(398,692	)
Cash Flows From Financing Activities:
Distributions paid to partners		-			(3,101,400	)
Distribution paid to partners		(10,079,550	)		-
Net cash used in financing activities		-(10,079,550	)		~~(3,101,400~~-	)
Net change in cash and cash equivalents		~~(375~~693,~~663~~096	)		~~715~~(97,~~467~~177	)
Cash and cash equivalents at beginning of period		~~987~~549,~~624~~195			~~338~~987,~~239~~624
Cash and cash equivalents at end of period	$	~~611~~1,~~961~~242,291		$	1890,~~053,706~~447

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 ~~nine~~three month period ended ~~September~~March 3031, ~~2020~~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, ~~2019~~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 ~~September~~March 3031, ~~2020~~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 nine~~ months ended ~~September~~March 3031, ~~2020~~2021 and ~~2019~~2020:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2021		2020
	2020		2019		2020		2019
Operating lease income:
Operating lease income:
Fixed lease income (Base Rent)	$	207,443	$	201,401
Fixed lease income (Base Rent)	$	201,401	$	189,785	$	604,203	$	569,355
Variable lease income (Recoverable Costs)		95,180		91,964
Variable lease income (Recoverable Costs)		91,964		88,532		275,892		265,596
Total Rental Income	$	302,623	$	293,365
Total Rental Income	$	293,365	$	278,317	$	880,095	$	834,951

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(4)	INVESTMENTS IN REAL ESTATE

As of ~~September~~March 3031, ~~2020~~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 ~~September~~March 3031, ~~2020~~2021 and December 31, ~~2019~~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

~~9/30/2020~~

12/31/2020

~~12/31/2019~~

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

~~(2,518,832~~)

)

(2,559,959

~~(2,395,451~~)

)

Investment in real estate

$3,540,019

~~3,622,269~~

$3,581,142

~~3,745,650~~

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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The following major categories of assets were measured at fair value as of ~~September~~March 3031, ~~2020~~2021 and December 31, ~~2019~~2020:

	Level 3:			~~September~~March 3031,
	Significant			~~2020~~2021
	Unobservable			(Unaudited)
	Inputs			Total
Assets
Investment in Sentinel Omaha, LLC ("Omaha")	$	52,~~334~~133,~~679~~590		$	52,~~334~~133,~~679~~590
Reserve for fair value of investment		(10,~~466~~426,~~941~~739	)		(10,~~466~~426,~~941~~739	)
Total assets	$	41,~~867~~706,~~738~~851		$	41,~~867~~706,~~738~~851

	Level 3:			December 31,
	Significant			~~2019~~2020
	Unobservable			(Audited)
	Inputs			Total
Assets
Investment in Sentinel Omaha, LLC	$	5159,~~977~~615,~~702~~139		$	5159,~~977~~615,~~702~~139
Reserve for fair value of investment		(1011,~~395~~923,~~545~~033	)		(1011,~~395~~923,~~545~~033	)
Total assets	$	4147,~~582~~692,~~157~~106		$	4147,~~582~~692,~~157~~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 ~~September~~March 3031, ~~2020~~2021 and December 31, ~~2019~~2020:

	Investment in			Reserve for
	Sentinel			fair value
	Omaha, LLC			of investment			Total
Balance at January 1, 2019	$	53,548,614		$	(10,709,724	)	$	42,838,890
Balance at January 1, 2020	$	51,977,702		$	(10,395,545	)	$	41,582,157
Equity in net income of investment		67,~~829~~637,~~088~~437			-			67,~~829~~637,~~088~~437
Distribution from investment		(8,400,000	)		-			(8,400,000	)
(Increase) in reserve		-			(1,527,488	)		(1,527,488	)
Decrease in reserve		-			314,179			314,179
Balance at December 31, 2020		59,615,139			(11,923,033	)		47,692,106
Balance at December 31, 2019		51,977,702			(10,395,545	)		41,582,157
Equity in net income of investment		3,318,451			-			3,318,451
Equity in net income of investment		356,977			-			356,977
Distribution from investment		(10,800,000	)					(10,800,000	)
(Increase) in reserve		-			(71,396	)		(71,396	)
Decrease in reserve		-			1,496,294			1,496,294
Balance at September 30, 2020	$	52,334,679		$	(10,466,941	)	$	41,867,738
Balance at March 31, 2021	$	52,133,590		$	(10,426,739	)	$	41,706,851

(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 ~~September~~March 3031, ~~2020~~2021 owns ~~six~~five multifamily properties in three markets. Omaha is an affiliate of the Partnership’s general partner. The investment represents a 30% ownership interest in Omaha.

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The following are the condensed financial statements (000’s omitted) of Omaha as of ~~September~~March 3031, ~~2020~~2021 and December 31, ~~2019~~2020 and the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021 and ~~2019~~2020.

	(Unaudited)			(Audited)
Balance Sheet	~~September~~March 3031, ~~2020~~2021			December 31, ~~2019~~2020
Investment in real estate, net	$	~~225~~199,~~500~~191		$	~~230~~190,~~900~~600
Other assets		2514,~~127~~033			1961,~~825~~315
Debt		(7337,~~498~~555	)		(7349,~~892~~880	)
Other liabilities		(21,~~680~~890	)		(3,~~574~~318	)
Members equity	$	~~174~~173,~~449~~779		$	~~173~~198,~~259~~717

	(Unaudited)			(Unaudited)
Statement of Operations	~~September~~March 3031, ~~2020~~2021			~~September~~March 3031, ~~2019~~2020
Rent and other income	$	184,~~274~~890		$	206,~~333~~234
Real estate operating expenses		(82,~~724~~417	)		(92,~~898~~965	)
Other expenses		(~~1,109~~160	)		(~~2,726~~493	)
Net realized gains		0			13,635
Net unrealized income (losses)		8,749			(1,161	)
Net unrealized (losses)		(7,251	)		(12,528	)
Net increase in net assets	$	11,062		$	1,615
Net increase in net assets	$	1,190		$	8,816

During ~~2019~~December 2020, Omaha sold ~~its~~one ~~garden~~of ~~apartment property located in Independence, Missouri and~~ its garden apartment ~~property~~properties located in ~~Columbus~~Nashville, ~~Ohio~~Tennessee. Net sales proceeds ~~in each transaction~~ were used to first pay selling expenses and retire each property’s related secured mortgage loan. ~~Remaining~~A portion of the remaining net sales proceeds were used to retire Omaha’s secured mortgage loan encumbering ~~its~~another garden apartment property located in ~~Charleston~~Nashville, ~~South~~Tennessee ~~Carolina~~in February 2021 to further pay down Omaha’s overall debt. ~~During~~The ~~2019,~~remaining ~~Omaha~~portion ~~paid~~of ~~two~~the ~~distributions~~sales proceeds were used to pay a distribution of $36,000,000 to its investors. ~~including~~The Partnership’s 30% allocation of the distribution was $10,800,000. The Omaha portfolio reported an ~~aggregate~~increase of value on its real estate investments of approximately $8,~~400~~600,000 to(4.51%) for the ~~Partnership~~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 ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2020~~2021 AND ~~2019~~2020

General

The consolidated financial statements for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2020~~2021 and ~~2019~~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 ~~September~~March 3031, ~~2020~~2021 consists of ~~six~~five garden apartment properties located in three markets. Leases generally are for one year or less. Tenants generally pay fixed rent plus utilities used by 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 ~~September~~March 3031, ~~2020~~2021.

Results of Operations

Total revenues from continuing operations for the three months ended ~~September~~March 3031, ~~2020~~2021 increased $1412,000 to approximately $~~294~~305,000 as compared to approximately $~~280~~293,000 for the three months ended ~~September~~March 3031, ~~2019~~2020. Total revenues increased due to an increase in base rental income, other income and ~~other~~interest income. Base rental income increased $126,000 to approximately $~~201~~207,000 for the three months ended ~~September~~March 3031, ~~2020~~2021 as compared to the same period in ~~2019~~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 due to an increase in cash reserves.

The Registrant reported a net loss from operations of approximately $~~160~~135,000 for the three months ended ~~September~~March 3031, ~~2020~~2021, ana ~~increase~~decrease of $182,000 as compared to a net loss from operations of approximately $~~142~~137,000 for the same period in ~~2019~~2020. Net loss from operations consists of net income from the Maple Grove property offset by partnership income and expenses. The ~~increase~~decrease of loss from operations was primarily due to higher total ~~expenses~~income partially offset by higher total ~~income~~expense. Total expenses from operations for ~~2020~~2021 increased $329,000 to approximately $~~453~~440,000 from approximately $~~421~~431,000 in ~~2019~~2020, due primarily to an increase in ~~repairs~~administration ~~and maintenance~~ expense of $89,000, an increase in ~~administration~~real ~~expense~~estate taxes of $105,000, and an increase in ~~depreciation~~professional ~~expense~~fees of $52,000. ~~and~~The an increase was partially offset by a decrease in ~~professional~~investment management fees ofand ~~$4,000~~repairs and maintenance costs.

~~Total~~The ~~revenues~~Registrant ~~from~~has ~~continuing~~a ~~operations for the nine months ended September~~ 30,% ~~2020~~non-controlling ~~increased~~interest ~~$45,000~~in toOmaha ~~approximately~~that ~~$882,000~~is asaccounted ~~compared to approximately $837,000~~ for ~~the~~on ~~nine~~a ~~months~~fair ~~ended~~value ~~September 30, 2019~~basis. ~~Total~~Net ~~revenues increased due to an~~ increase in ~~base~~net ~~rental~~assets ~~income and other income. Base rental income~~ increased $359,447,000 to approximately $~~604~~11,062,000 for the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021 as compared to ~~the~~net ~~same period in 2019 due to a scheduled~~ increase in ~~base~~net ~~rent~~assets atof ~~Registrant’s~~approximately ~~property located in Maple Grove~~$1,615,000 ~~MN.~~for ~~Other~~the ~~income~~same ~~increased~~period ~~due to an increase~~ in ~~real estate taxes charged back to the tenant~~2020.

The ~~Registrant~~Omaha portfolio reported aan ~~net~~increase ~~loss from operations~~ of ~~approximately~~value ~~$434,000~~on ~~for~~its ~~the~~real ~~nine~~estate ~~months~~investments ~~ended September 30, 2020, a decrease~~ of approximately $38,600,000 as(4.51%) ~~compared~~for tothe athree ~~net~~month ~~loss~~period ~~from~~ended ~~operations~~March ~~of approximately $437~~31,~~000~~ ~~for~~2021. ~~the~~The ~~same~~increase ~~period~~ in ~~2019.~~value ~~Net~~is ~~loss~~due ~~from~~primarily ~~operations~~to ~~consists~~stronger ofcapitalization ~~net~~rates. ~~income~~Occupancy ~~from~~levels ~~the~~have ~~Maple~~remained ~~Grove~~steady ~~property~~during ~~offset~~the bycurrent ~~partnership~~year ~~income~~at ~~and~~most ~~expenses. The decrease~~ of ~~loss~~Omaha’s ~~from~~properties. ~~operations~~Omaha ~~was~~estimated ~~primarily~~the ~~due~~value toof ~~higher~~the ~~total~~properties ~~income~~in ~~partially~~its ~~offset~~portfolio byusing ~~higher~~the ~~total~~Direct ~~expenses.~~Capitalization ~~Total~~and ~~expenses~~Discounted ~~from~~Cash ~~operations~~Flow ~~for~~methods ~~2020~~of ~~increased~~the ~~$42,000~~Income toApproach ~~approximately~~as ~~$1,316,000~~it ~~from~~is ~~approximately~~anticipated ~~$1,274,000~~that inmost ~~2019,~~buyers ~~due~~would ~~primarily~~estimate tovalues ~~increases~~this inway ~~asset~~as ~~management~~public ~~fees~~crisis ofhas ~~$9,000,~~resulted ~~an increase~~ in ~~depreciation~~limited ~~expense~~sale oftransactions ~~$15,000,~~during anthe ~~increase~~past inyear ~~administration~~for ~~expense~~which ofto ~~$14,000,~~support anuse ~~increase in asset management fees~~ of ~~$9,000~~the ~~and~~Sales anComparison ~~increase~~Approach. inOmaha ~~real~~mostly ~~estate~~used ~~taxes~~the ofsame $9capitalization,~~000~~ ~~partially~~termination ~~offset~~and bydiscount arates ~~decrease~~as used in ~~repairs~~the ~~and~~prior ~~maintenance expense of $9,000.~~quarter

~~The~~During ~~Registrant~~December ~~has~~2020, aOmaha ~~30%~~sold ~~non-controlling~~one ~~interest~~of its garden apartment properties located in ~~Omaha~~Nashville, ~~that~~Tennessee. isNet ~~accounted~~sales ~~for~~proceeds onwere aused ~~fair~~to ~~value~~first ~~basis~~pay selling expenses and retire each property’s related secured mortgage loan. ~~Net~~A ~~increase~~portion inof the remaining net ~~assets~~sales ~~decreased~~proceeds ~~$2,177,000~~were used to ~~approximately~~retire ~~$357,000~~Omaha’s ~~for~~secured ~~the~~mortgage ~~nine~~loan ~~months~~encumbering ~~ended~~another ~~September~~garden 30apartment property located in Nashville, ~~2020~~Tennessee ~~compared~~in February 2021 to ~~net~~further ~~increase~~pay indown ~~net~~Omaha’s ~~assets~~overall debt. The remaining portion of ~~approximately~~the sales proceeds were used to pay a distribution of $236,~~534~~000,000 ~~for~~to ~~the~~its ~~same~~investors. ~~period~~Registrants in30% ~~2019~~allocation of the distribution was $10,800,000.

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The Omaha portfolio reported a loss of value on its real estate investments of approximately $5,400,000 (-2.24%) for the nine month period ended September 30, 2020. The loss in value is due primarily to estimates of lower income growth and higher rental income collection losses during the near term due to the effects of the Covid 19 pandemic. Occupancy levels have remained steady during the current year at most of Omaha’s properties. Occupancy had gone down at Omaha’s property located in Charleston, South Carolina due to the economic slowdown in Charleston but has recently improved. 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 for which to support use of the Sales Comparison Approach. Omaha mostly used the same capitalization, termination and discount rates as used in the prior quarter as there were minimal current market sales transactions in the markets where Omaha’s properties are located and based on discussions with numerous third party appraisers.

During 2019, Omaha sold its garden apartment property located in Independence, Missouri and its garden apartment property located in Columbus, Ohio. Net sales proceeds in each transaction were used to first pay selling expenses and retire each property’s related secured mortgage loan. Remaining net sales proceeds were used to retire Omaha’s secured mortgage loan encumbering its garden apartment property located in Charleston, South Carolina to further pay down Omaha’s overall debt. During the nine months ended September 30, 2020, Omaha reported a net decrease in the value of its remaining real estate portfolio of $5,400,000.

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 2019, Omaha paid distributions totaling $28,000,000 to its members including $8,400,000 to Registrant. On April 16, 2019, the general partner declared a distribution of $400 per full unit for all partners holding units or participations on May 31, 2019. The distribution was paid on June 4, 2019.

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

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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, ~~2019~~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 ~~September~~March 3031, ~~2020~~2021, the Registrant had cash and cash equivalents of approximately $~~612~~1,242,000. These balances are approximately $~~376~~693,000 ~~lower~~higher than cash and cash equivalents held on December 31, ~~2019~~2020. Cash and cash equivalents ~~decreased~~increased during the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021 due to ~~partnership~~a ~~expenses~~portion ~~partially~~of ~~offset~~the bydistribution ~~cash flow generated~~ from ~~operating~~Omaha ~~activities~~added atto ~~Registrant’s~~cash ~~wholly owned property~~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.

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Eagle Lake Business Center IV (Maple Grove, Minnesota)

Total revenues for the three months ended ~~September~~March 3031, ~~2020~~2021 increased $1510,000 to approximately $~~293~~303,000 as compared to approximately $~~278~~293,000 for the three months ended ~~September~~March 3031, ~~2019~~2020. The property reported higher base rental income and higher other rental income. Base rental income was higher in ~~2020~~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~~increased $45,000 for the three months ended ~~September~~March 3031, ~~2020~~2021 as compared to the same period in ~~2019~~2020. Net operating income increased due to higher total ~~operating~~revenue ~~expenses~~ partially offset by higher ~~total~~operating ~~revenue~~expenses. Operating expenses were higher due to higher ~~repairs~~utilities and ~~maintenance expense, depreciation expense and~~ real estate tax expense.

Total revenues for the nine months ended September 30, 2020 increased $45,000 to approximately $880,000 as compared to approximately $835,000 for the nine months ended September 30, 2019. The property reported higher base rental income and higher other rental income. Base rental income was higher in 2020 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 $39,000 for the nine months ended September 30, 2020 as compared to the same period in 2019. Net operating income increased due to higher total revenue partially offset by slightly higher operating expenses. Operating expenses were higher due to higher depreciation expense and real estate tax expense partially offset by lower repairs and maintenance expense.

Investment in Sentinel Omaha, LLC

Comparison of three months ended ~~September~~March 3031, ~~2020~~2021 to ~~September~~March 3031, ~~2019~~2020:

As of ~~September~~March 3031, ~~2020~~2021, the Omaha portfolio consisted of ~~six~~five multi-family properties located in three markets. Omaha’s total revenues for the three months ended ~~September~~March 3031, ~~2019~~2021 were approximately $64,~~064~~890,000. Income before net unrealized losses was approximately $2,~~698~~313,000. Major expenses included approximately $~~257~~113,000 for interest expense, $~~541~~348,000 for repairs and maintenance, $~~809~~707,000 for payroll, and $~~700~~590,000 for real estate taxes. Omaha reported net unrealized ~~losses~~gains of approximately $18,~~647~~749,000 resulting in a net increase in net assets of approximately $111,~~051~~062,000. For the three months ended ~~September~~March 3031, ~~2019~~2021, the Registrant’s 30% equity interest in the income of Omaha was approximately $~~315~~3,318,000. Registrant reserves 20% of the reported value of Omaha on its balance sheet for ~~September~~March 3031, ~~2020~~2021. The reserve for value was adjusted in conjunction with recording the equity income and the distribution received from Omaha for the quarter ended ~~September~~March 3031, ~~2020~~2021. As a result, Registrant reported net income from equity interest in income of Omaha for the quarter ended ~~September~~March 3031, ~~2020~~2021 of $~~252~~4,814,000.

As of ~~September~~March 3031, ~~2019~~2020, the Omaha portfolio consisted of six multi-family properties located in three markets. Omaha’s total revenues for the three months ended ~~September~~March 3031, ~~2019~~2020 were approximately $6,~~220~~234,000. Income before net unrealized losses was approximately $2,~~485~~776,000. Major expenses included approximately $~~534~~492,000 for interest expense, $~~615~~431,000 for repairs and maintenance, $~~835~~891,000 for payroll, and $~~767~~729,000 for real estate taxes. Omaha reported net unrealized ~~gains~~losses of approximately $21,~~313~~161,000 resulting in a net increase in net assets of approximately $41,~~799~~615,000. For the three months ended ~~September~~March 3031, ~~2019~~2020, the Registrant’s 30% equity interest in the income of Omaha was approximately $1484,~~440,~~000. Registrant reserves 20% of the reported value of Omaha on its balance sheet for ~~September~~March 3031, ~~2019~~2020. The reserve for value was adjusted in conjunction with recording the equity income for the quarter ended ~~September~~March 3031, ~~2019~~2020. As a result, Registrant reported net income from equity interest in income of Omaha for the quarter ended ~~September~~March 3031, ~~2019~~2020 of $1387,~~152,~~000.

Comparison of nine months ended September 30, 2020 to September 30, 2019:

Omaha’s total revenues for the nine months ended September 30, 2020 were approximately $18,274,000. Income before net unrealized losses was approximately $8,441,000. Major expenses included approximately $1,066,000 for interest expense, $1,446,000 for repairs and maintenance, $2,357,000 for payroll, and $2,069,000 for real estate taxes. Omaha reported net unrealized losses of approximately $7,251,000 resulting in a net increase in net assets of approximately $1,190,000. For the nine months ended September 30, 2020, the Registrant’s 30% equity interest in the income of Omaha was approximately $357,000. Registrant reserves 20% of the reported value of Omaha on its balance sheet for September 30, 2020. The reserve for value was adjusted in conjunction with recording the equity income for the nine months ended September 30, 2020. As a result, Registrant reported net income from equity interest in income of Omaha for the quarter ended September 30, 2020 of $286,000.

Omaha’s total revenues for the nine months ended September 30, 2019 were approximately $20,333,000. Income before net unrealized losses and net realized gains was approximately $7,709,000. Major expenses included approximately $2,629,000 for interest expense, $1,743,000 for repairs and maintenance, $2,724,000 for payroll, and $2,187,000 for real estate taxes. Omaha reported net unrealized losses of approximately $12,528,000 and net realized gains of approximately $13,635,000 resulting in a net increase in net assets of approximately $8,816,000. For the nine months ended September 30, 2019, the Registrant’s 30% equity interest in the income of Omaha was approximately $2,644,000. Registrant reserves 20% of the reported value of Omaha on its balance sheet for September 30, 2019. The reserve for value was adjusted in conjunction with recording the equity income for the nine months ended September 30, 2019. As a result, Registrant reported net income from equity interest in income of Omaha for the nine months ended September 30, 2019 of $3,796,000.

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1211

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 ~~September~~March 3031, ~~2020~~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 ~~September~~March 3031, ~~2020~~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

31.1	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

32.1	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

101.INS**	XBRL Instance

101.SCH**	XBRL Taxonomy Extension Schema

101.CAL**	XBRL Taxonomy Extension Calculation

101.DEF**	XBRL Taxonomy Extension Definition

101.LAB**	XBRL Taxonomy Extension Labels

101.PRE**	XBRL Taxonomy Extension Presentation

** 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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1312

SIGNATURES

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

		SB PARTNERS
		(Registrant)
	By:	SB PARTNERS REAL ESTATE CORPORATION
		General Partner
Dated: November 12, 2020	By:	George N Tietjen III
Dated: May 13, 2021	By:	George N Tietjen III
		/s/ George N. Tietjen III
		Chief Executive Officer
		Principal Financial & Accounting Officer
Dated: November 12, 2020	By:	John H. Zoeller
Dated: May 13, 2021	By:	John H. Zoeller
		/s/ John H. Zoeller
		Chief Financial Officer

Filing Compare · SB PARTNERS