Item 1. Business
(a) General Development of Business
Qualified Properties 80, L.P. (the "Registrant" or the "Partnership") (formerly Hutton/GSH Qualified Properties 80, L.P.) is a Virginia limited partnership formed on January 13, 1981, of which QP80 Real Estate Services Inc. ("QP80 Services"), formerly Hutton Real Estate Services, Inc. (See Item 10 "Certain Matters Involving Affiliates of QP80 Services) and HS Advisors, Ltd. ("HS Advisors"), are the general partners (the "General Partners"). The Partnership was originally formed to acquire, operate and hold for investment the following five commercial properties (the "Properties" or individually a "Property"): Diamond Springs Warehouse Facility ("Diamond Springs"), a warehouse located in Virginia Beach, Virginia; 959 Ridgeway Office Building, a two-story office building located in Memphis, Tennessee; 889 Ridgelake Office Building, a three-story office building located in Memphis, Tennessee; Swenson Business Park - Building A, a one-story research and development facility located in San Jose, California; and Stevens Creek Office Building, a class-A office property located in San Jose, California. The Partnership does not plan to invest in any additional properties.
Diamond Springs was sold on March 1, 1995 for a gross sales price, including non-refundable extension fees, of $3,195,000 resulting in net proceeds to the Partnership of $2,978,654, excluding the extension fees in the amount of $70,000. Additional information regarding the sale is incorporated by reference to Note 4 "Real Estate Investments" of the Notes to the Consolidated Financial Statements contained in the Partnership's Annual Report to Unitholders for the year ended December 31, 1996 filed as an exhibit under Item 14.
Additional information regarding the historical development of business is incorporated by reference to Note 1 "Organization" and Note 4 "Real Estate Investments" of the Notes to the Consolidated Financial Statements in the Partnership's Annual Report to Unitholders for the year ended December 31, 1996 filed as an exhibit under Item 14.
(b) Financial Information About Industry Segment
The Partnership's sole business is the ownership and operation of the Properties. All of the Partnership's revenues, operating profits or losses and assets relate solely to such industry segment.
(c) Narrative Description of Business
The Partnership's principal investment objectives with respect to the Properties (in no particular order of priority) are:
- - Capital appreciation;
- - Distributions of Net Cash From Operations attributable to rental income;
- - Preservation and protection of capital and;
- - Equity build-up through principal reduction of mortgage loans, if any, on the Properties.
Distributions of Net Cash From Operations will be the Partnership's objective during its operational phase, while the preservation and appreciation of capital will be the Partnership's long-term objectives. The attainment of the Partnership's investment objectives will depend on many factors, including successful management of the operations of the Properties. Future economic conditions in the United States as a whole and, in particular, in Memphis, Tennessee and San Jose, California, where the remaining Properties are located, will also be important factors, especially with regard to the achievement of capital appreciation.
The Partnership expects to market Swenson Business Park - Building A and Stevens Creek Office Building for sale during 1997. No Property will be sold, financed or refinanced by the Partnership without the agreement of both General Partners. Proceeds from any future sale, financing or refinancing of the Properties will not be reinvested but will be distributed to the Partners, so that the Partnership will, in effect, be self-liquidating. As partial payment for Properties sold, the Partnership may receive purchase money obligations collateralized by mortgages or deeds of trust. In such cases, the amount of such obligations will not be included in Net Proceeds From Sale or Refinancing (distributable to the Partners) until and to the extent the obligations are realized in cash, sold or otherwise liquidated.
Additional information is incorporated by reference to Note 1 "Organization" and Note 4 "Real Estate Investments" of the Notes to the Consolidated Financial Statements contained in the Partnership's Annual Report to Unitholders for the year ended December 31, 1996 filed as an exhibit under Item 14.
(d) Competition
Incorporated by reference to the section entitled "Property Profiles & Leasing Update" in the Partnership's Annual Report to Unitholders for the year ended December 31, 1996 filed as an exhibit under Item 14.
(e) Employees
The Partnership has no employees.
Item 2.
Item 2. Properties
Description of Properties and material leases incorporated by reference to the section entitled "Property Profiles & Leasing Update" and Note 4 "Real Estate Investments" and Note 6 "Rental Income Under Operating Leases" of the Notes to the Consolidated Financial Statements in the Partnership's Annual Report to Unitholders for the year ended December 31, 1996, filed as an exhibit under Item 14.
Item 3.
Item 3. Legal Proceedings
Neither the Partnership nor any of the Properties is subject to any material pending legal proceedings.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
During the fourth quarter of the year ended December 31, 1996, no matter was submitted to a vote of security holders through the solicitation of proxies or otherwise.
PART II
Item 5.
Item 5. Market for Registrant's Limited Partnership Units and Related Unitholder Matters
(a) Market Information - An established public market for Interests does not exist and is not likely to develop.
(b) Holders - As of December 31, 1996, the number of holders of Units was 1,978.
(c) Distributions Cash distributions paid to the Limited Partners for the two years ended December 31, 1996 incorporated by reference to the section entitled "Message to Investors" in the Partnership's Annual Report to the Unitholders for the year ended December 31, 1996 filed as an exhibit under Item 14.
Item 6.
Item 6. Selected Financial Data
Incorporated by reference to the Partnership's Annual Report to Unitholders for the year ended December 31, 1996, which is filed as an exhibit under Item 14.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources - ------------------------------- The Partnership had cash and cash equivalents totaling $383,531 at December 31, 1996 compared with $1,062,602 at December 31, 1995. The decrease primarily reflects cash distributions, real estate additions and mortgage principal payments exceeding net cash provided by operating activities. The cash and cash equivalents balance includes funds held as a working capital reserve to fund tenant improvements and leasing commissions, in addition to cash generated from operations. In addition, the Partnership had a restricted cash balance of $187,237 at December 31, 1996, which is made up of funds reserved for property tax payments.
Diamond Springs was sold on March 1, 1995 for a gross sales price, plus non- refundable extension fees, totaling $3,195,000 million. The gain on disposition of the property totaled $1,870,743.
Prepaid expenses totaled $500,469 at December 31, 1996 compared with $456,924 at December 31, 1995. The increase is primarily attributable to the capitalization of leasing commissions for Stevens Creek Office Building partially offset by the amortization of leasing commissions.
Accounts payable and accrued expenses totaled $265,809 at December 31, 1996 compared with $185,215 at December 31, 1995. The increase is largely due to an accrued leasing commission resulting from the renewal of a major lease at Stevens Creek Office Building during 1996.
For the year ended December 31, 1996, the Partnership declared cash distributions to the Limited Partners totaling $35.20 per unit, including the fourth quarter cash distribution of $6.50 per Unit which was paid on February 11, 1997. The timing and amount of future distributions will depend on several factors, including the adequacy of rental income generated by current leases and Partnership cash flow. Additional information pertaining to cash distributions is incorporated by reference to the section entitled "Message to Investors" in the Partnership's Annual Report to Unitholders for the year ended December 31, 1996 filed as an exhibit under Item 14.
In light of the stable high occupancy rates at Swenson Business Park - Building A and Stevens Creek Office Building, and improved conditions in San Jose, California where the two properties are located, the General Partners have recently engaged brokers to assist in marketing both properties for sale. As a result of the possible pending sales, the properties were reclassified on the consolidated balance sheet as of December 31, 1996 as "Real estate assets held for disposition." However, there can be no assurance that the General Partners will be successful in selling either property during 1997.
A discussion of leasing activity at all of the Partnership's properties is incorporated by reference to the sections entitled "Message to Investors" and "Property Profiles & Leasing Update" contained in the Partnership's Annual Report to Unitholders for the year ended December 31, 1996 filed as an exhibit under Item 14.
On March 15, 1996, based upon, among other things, the advice of legal counsel, Skadden, Arps, Slate, Meagher & Flom, the General Partners adopted a resolution that states, among other things, if a Change of Control (as defined below) occurs, the General Partners may distribute the Partnership's cash balances not required for its ordinary course of day-to-day operations. "Change of Control" means any purchase or offer to purchase more than 10% of the Units that is not approved in advance by the General Partners. In determining the amount of the distribution, the General Partners may take into account all material factors. In addition, the Partnership will not be obligated to make any distribution to any partner and no partner will be entitled to receive any distribution until the General Partners have declared the distribution and established a record date and distribution date for the distribution.
Results of Operations - ---------------------
1996 versus 1995 - ---------------- The Partnership's operations for the year ended December 31, 1996 resulted in net income of $259,629 compared with $2,291,800 for the year ended December 31, 1995. The decrease is primarily attributable to the $1,870,743 gain recognized in 1995 on the sale of Diamond Springs. Income before gain on sale of real estate for the year ended December 31, 1996 was $259,629 compared to $421,057 for the year ended December 31, 1995. The decrease is due primarily to lower interest and other income.
Rental income totaled $3,390,655 for the year ended December 31, 1996, compared with $3,488,485 a year earlier. The decrease is primarily due to lower occupancy at 959 Ridgeway Office Building and the sale of Diamond Springs. Other income totaled $403,298 for the year ended December 31, 1996, compared with $580,687 for the year ended December 31, 1995. The decrease is primarily attributable to lower tenant reimbursable income at all of the Properties and the sale of Diamond Springs Warehouse in 1995. Interest income decreased to $19,441 for the year ended December 31, 1996 compared to $75,844 for the year ended December 31, 1995, reflecting the Partnership's lower average cash balances.
Property operating expenses totaled $1,706,859 for the year ended December 31, 1996, relatively unchanged from $1,651,942 for the year ended December 31, 1995. Depreciation and amortization decreased to $1,240,363 for the year ended December 31, 1996 from $1,432,461 for the year ended December 31, 1995, largely due to tenant improvements totaling $757,990 at Stevens Creek Office Building becoming fully depreciated in 1995.
General and administrative expenses totaled $185,101 for the year ended December 31, 1996 compared with $206,419 for the year ended December 31, 1995. The decrease is primarily attributable to the payment in 1996 of 1995 distributions to the coventurers of Stevens Creek Boulevard Joint Venture.
As of December 31, 1996, lease levels at each of the Properties were as follows: Swenson Business Park-Building A - 100%; 959 Ridgeway Office Building - - 11%; Stevens Creek Office Building - 100% and 889 Ridgelake Office Building - 100%.
1995 versus 1994 - ---------------- The Partnership's operations resulted in net income of $2,291,800 for the year ended December 31, 1995, compared with net income of $475,347 for the year ended December 31, 1994. The increase was primarily attributable to the $1,870,743 gain recognized on the sale of Diamond Springs.
Rental income totaled $3,488,485 for the year ended December 31, 1995, compared with $3,736,211 a year earlier. The decrease was primarily due to the sale of Diamond Springs, partially offset by higher rental income generated at 889 Ridgelake Office Building, Stevens Creek Office Building and Swenson Business Park - Building A. Interest income increased to $75,844 for the year ended December 31, 1995 compared to $52,955 for the year ended December 31, 1994, reflecting higher interest rates earned on the Partnership's higher average cash balances.
Property operating expenses totaled $1,651,942 for the year ended December 31, 1995, compared with $1,755,374 for the year ended December 31, 1994. The decrease was primarily attributable to the acceleration of leasing commissions in connection with the sale of Diamond Springs, lower repairs and maintenance expenses at Stevens Creek Office Building and lower utility costs at Swenson Business Park - Building A. Depreciation and amortization decreased to $1,432,461 for the year ended December 31, 1995 from $1,536,864 for the year ended December 31, 1994, largely reflecting the sale of Diamond Springs.
General and administrative expenses totaled $206,419 for the year ended December 31, 1995 compared with $137,539 for the year ended December 31, 1994. The increase was primarily attributable to the payment in 1995 of 1994 distributions to the coventurers of Stevens Creek Boulevard Joint Venture in the amount of $63,379.
As of December 31, 1995, lease levels at each of the Properties were as follows: Swenson Business Park-Building A - 100%; 959 Ridgeway Office Building - - 100%; Stevens Creek Office Building - 100% and 889 Ridgelake Office Building - - 98%.
Item 8.
Item 8. Financial Statements and Supplementary Data
Incorporated by reference to the Partnership's Annual Report to Unitholders for the year ended December 31, 1996, which is filed as an exhibit under Item 14.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
The General Partners of the Partnership are QP80 Real Estate Services Inc. ("RE Services"), formerly Hutton Real Estate Services, Inc., an affiliate of Lehman Brothers Inc. ("Lehman"), and HS Advisors, Ltd, an affiliate of Goodman Segar Hogan, Inc. See the section captioned "Certain Matters Involving Affiliates of RE Services" for a description of the sale of certain of Shearson Lehman Brothers, Inc. ("Shearson") domestic retail and asset management businesses to Smith Barney, Harris Upham & Co. Incorporated, which resulted in a change in the Lehman General Partner's name. Brief descriptions of the business experience of the directors and officers of the General Partners are provided below. There is no family relationship among any of the persons currently serving as directors or officers of the General Partners.
QP80 Real Estate Services Inc. - ------------------------------ Certain officers and directors of the general partner are now serving (or in the past have served) as officers or directors of entities which act as general partners of a number of real estate limited partnerships which have sought protection under the provisions of the Federal Bankruptcy Code. The partnerships which have filed bankruptcy petitions own real estate which has been adversely affected by the economic conditions in the markets in which that real estate is located and, consequently, the partnerships sought the protection of the bankruptcy laws to protect the partnerships' assets from loss through foreclosure.
Name Office ---------------- --------------- Kenneth L. Zakin Director and President William Caulfield Vice President and Chief Financial Officer Moshe Braver Vice President
Kenneth L. Zakin, 49, is a Senior Vice President of Lehman Brothers and has held such title since November 1988. He is currently a senior manager in Lehman Brothers' Diversified Asset Group and was formerly group head of the Commercial Property Division of Shearson Lehman Brothers' Direct Investment Management Group responsible for the management and restructuring of limited partnerships owning commercial properties throughout the United States. From January 1985 through November 1988, Mr. Zakin was a Vice President of Shearson Lehman Brothers Inc. Mr. Zakin was a director of Lexington Corporate Properties, Inc. from 1993 to 1996. He is a member of the Bar of the State of New York and previously practiced as an attorney in New York City from 1973 to 1984 specializing in the financing, acquisition, disposition, and restructuring of real estate transactions. Mr. Zakin is a member of the Real Estate Lender's Association and is currently an associate member of the Urban Land Institute and a member of the New York District Council Advisory Services Committee. He received a Juris Doctor degree from St. John's University School of Law in 1973 and a B.A. degree from Syracuse University in 1969.
William Caulfield, 37, is a Vice President of Lehman Brothers and is responsible for investment management of commercial real estate in the Diversified Asset Group. Prior to the Shearson/E.F. Hutton merger in 1988, Mr. Caulfield was a Senior Analyst with E.F. Hutton since October 1986 in E.F. Hutton's Partnership Administration Group. Before joining E.F. Hutton, Mr. Caulfield was a Business Systems Analyst at Eaton Corp. from 1985 to 1986. Prior to Eaton Corp., he was an Assistant Treasurer with National Westminster Bank USA. Mr. Caulfield holds a B.S. degree in Finance from St. John's University and an M.B.A. from Long Island University - C.W. Post Campus.
Moshe Braver, 43, is currently a Managing Director of Lehman Brothers and has held such position since October 1985. During this time, he has held positions with the Business Analysis Group, International and Capital Markets Administration and currently, with the Diversified Asset Group. Mr. Braver joined Shearson Lehman Brothers in August 1983 as Senior Vice President. Prior to joining Shearson, Mr. Braver was employed by the accounting firm of Coopers & Lybrand from January 1975 through August 1983 as an Audit Manager. He received a Bachelor of Business Administration degree from Bernard Baruch College in January 1975 and is a Certified Public Accountant.
HS Advisors, Ltd. - ----------------- HS Advisors, Ltd. is a California limited partnership formed on May 20, 1980, the sole general partner of which is Hogan Stanton Investment, Inc. ("HS Inc."), a wholly-owned subsidiary of Goodman Segar Hogan, Inc. The names and ages of, as well as the positions held by, the directors and executive officers of HS Inc. are as set forth below. There are no family relationships between or among any officer and any other officer or director.
Name Office ------------- -------------- Mark P. Mikuta President Donald T. Herrick, Jr. Vice President and Treasurer Julie R. Adie Vice President and Secretary
Mark P. Mikuta, 42, is Senior Vice President of Goodman Segar Hogan, Inc. and is Controller of Dominion Capital, Inc., a wholly-owned subsidiary of Dominion Resources. Mr. Mikuta joined Dominion Resources in 1987. Prior to joining Dominion Resources, he was an internal auditor with Virginia Commonwealth University in Richmond, Virginia from 1980 - 1987 and an accountant with Coopers & Lybrand from 1977 - 1980. Mr. Mikuta earned a bachelor of science degree in accounting from the University of Richmond in 1977. He is a Certified Public Accountant (CPA) and Certified Financial Planner (CFP) in the state of Virginia and a member of the American Institute of Certified Public Accountants.
Donald T. Herrick, Jr., 53, is President of Goodman Segar Hogan, Inc. He is also President of Dominion Lands, Inc. and Vice President of Dominion Capital, Inc., both of which are wholly-owned subsidiaries of Dominion Resources, Inc. Mr. Herrick joined Dominion Resources in 1970. He earned a Bachelor of Business Administration degree from the University of Michigan in 1965 and an M.B.A. dministration from American University in 1969. Mr. Herrick has completed all course work towards the M.A.I. designation.
Julie R. Adie, 42, is a Vice President of Goodman Segar Hogan, Inc. and Senior Vice President of Goodman Segar Hogan Hoffler, L.P. ("GSHH"). She is responsible for investment management of a commercial real estate portfolio for the company's Asset Management Division. Prior to GSHH, Ms. Adie was an asset manager with Aetna Real Estate Investors from 1986 to 1988. Ms. Adie practiced as an attorney from 1978 through 1984 and is currently a member of the Virginia Bar Association. She holds a B.A. degree from Duke University, a Juris Doctor from the University of Virginia and an M.B.A. from Dartmouth College.
Certain Matters Involving Affiliates of QP80 Real Estate Services Inc. - ---------------------------------------------------------------------- On July 31, 1993, Shearson sold certain of its domestic retail brokerage and asset management businesses to Smith Barney, Harris Upham & Co. Incorporated ("Smith Barney"). Subsequent to the sale, Shearson changed its name to Lehman Brothers Inc. The transaction did not affect the ownership of the Partnership's General Partner. However, the assets acquired by Smith Barney included the name "Hutton." Consequently, Hutton Real Estate Services, Inc., a General Partner, changed its name to QP80 Real Estate Services Inc. Additionally, effective August 3, 1995, the Partnership changed its name to Qualified Properties 80, L.P., to delete any reference to "Hutton."
On August 1, 1993, GSH transferred all of its leasing, management and sales operations to Goodman Segar Hogan Hoffler, L.P., a Virginia limited partnership ("GSHH"). On that date, the leasing, management and sales operations of a portfolio of properties owned by the principals of Armada/Hoffler ("HK") were also obtained by GSHH. The General Partner of GSHH is Goodman Segar Hogan Hoffler, Inc., a Virginia corporation ("GSHH Inc."), which has a one percent interest in GSHH. The stockholders of GSHH Inc. are GSH with a sixty-two percent stock interest and H.K. Associates, L.P., an affiliate of HK, with a thirty-eight percent stock interest. The remaining interests in GSHH are limited partnership interests owned by GSH, HK and 23 employees of GSHH. The transaction did not affect the ownership of the General Partners.
Item 11.
Item 11. Executive Compensation
Neither of the General Partners nor any of their directors and officers received any compensation from the Partnership. See Item 13 "Certain Relationships and Related Transactions" below with respect to a description of certain transactions of the General Partners and their affiliates with the Partnership.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Beneficial Owners
As of December 31, 1996, one party was known by the Partnership to be the beneficial owner of more than five percent of the Units of the Partnership. The owner, Liquidity Fund, owns a total of 3,746 units or 7.31% of the Units in ten separate accounts. Liquidity Fund's address is 1900 Powell Street, Suite 730, Emeryville, California 94608-1817.
(b) Security Ownership of Management
The General Partners own 200 Units (134 by RE Services and 66 by HS Advisors), as required by the terms of the offering described in the Prospectus of Partnership, dated October 10, 1980 (the "Prospectus") contained in Amendment No. 2 to Registration Statement No. 2-67908 of Partnership, filed October 10, 1980.
(c) Changes in Control
None.
Item 13.
Item 13. Certain Relationships and Related Transactions
(a) Transactions with Management and Others.
Incorporated by reference to Note 7 "Transactions with Related Parties" of the Notes to the Consolidated Financial Statements of the Partnership's Annual Report to Unitholders for the year ended December 31, 1996 filed as an exhibit under Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a)(1) Financial Statements:
Report of Independent Auditors (1)
Consolidated Balance Sheets - At December 31, 1996 and 1995 (1)
Consolidated Statements of Partners' Capital (Deficit) - For the years ended December 31, 1996, 1995 and 1994 (1)
Consolidated Statements of Operations - For the years ended December 31, 1996, 1995 and 1994 (1)
Consolidated Statements of Cash Flows - For the years ended December 31, 1996, 1995 and 1994 (1)
Notes to the Consolidated Financial Statements (1)
(1) Incorporated by reference to the Partnership's Annual Report to Unitholders for the year ended December 31, 1996, which is filed as an exhibit under Item 14.
(a)(2) Financial Statement Schedules:
Schedule III - Real Estate and Accumulated Depreciation
No other schedules are presented because the information is not applicable or is included in the consolidated financial statements or notes thereto.
(a)(3) See Exhibit Index contained herein.
(b) Reports on Form 8-K filed in the fourth quarter of 1996:
None
(c) See Exhibit Index contained herein.
EXHIBIT INDEX
Exhibit No.
(4)(A) Certificate and Agreement of Limited Partnership (included as, and incorporated by reference to, Exhibit A to the Prospectus of Registrant dated October 10, 1980 (the "Prospectus"), contained in Amendment No. 2 to Registration Statement (the "1980 Registration Statement"), No. 2-67908, of Registrant filed October 10, 1980).
(B) Subscription Agreement and Signature Page (included as, and incorporated by reference to, Exhibit B to the Prospectus).
(C) First Amendment to Certificate and Agreement of Limited Partnership of the Registrant, dated February 23, 1981 (included as, and incorporated by reference to, Exhibit 4(C) to the Registrant's Annual Report on Form 10-K filed March 31, 1982 (the "1981 Annual Report")).
(D) Third Amendment to Certificate and Agreement of Limited Partnership of the Registrant, dated January 28, 1982 (included as, and incorporated by reference to, Exhibit 4(D) to the 1981 Annual Report).
(10)(A) Purchase Agreement relating to Diamond Springs Warehouse Facility, between Hutton Real Estate Services I, Inc. and CPI Associates VII, and the exhibits thereto (included as, and incorporated by reference to, Exhibit 12(C) to the 1980 Registration Statement).
(B) Permanent loan commitment, as amended, relating to Stevens Creek Office Building, between Hutton Real Estate Services I, Inc. and CPI Associates VII, and the exhibits thereto (included as, and incorporated by reference to Exhibit 10 to the Registrant's Current Report (the "1982 Current Report") on Form 8-K filed May 17, 1982, and incorporated herein by reference).
(C) Purchase Agreement relating to UMIC Office Building, between UMIC Securities Corporation and 959 Ridgeway Associates, Ltd., and the exhibits thereto (included as, and incorporated by reference to, Exhibit 10(C) to the 1982 Annual Report).
(D) Purchase Agreement relating to the Ridgeway Office Building, between the Registrant and 889 Ridge Lake Boulevard Partnership, First Amendment to Purchase Agreement, and the exhibits thereto (included as, and incorporated by reference to, Exhibit 10 to the 1982 Current Report).
(E) Funding Commitment relating to the Swenson Business Park - Building A, between the Registrant and Carl N. Swenson Company, Inc., and the exhibits thereto (included as, and incorporated by reference to, Exhibit 10(E) to the Annual Report).
(13) Registrant's Annual Report to Unitholders for the year ended December 31, 1996.
(23) Consent of Independent Auditors.
(27) Financial Data Schedule.
(28) Portions of Prospectus of Registrant dated October 10, 1980 (included as, and incorporated by reference to, Exhibit (28) to the Registrant's Annual Report on Form 10-K filed March 30, 1988.)
Schedule III - Real Estate and Accumulated Depreciation December 31, 1996
Real estate assets held for disposition: ---------------------------------------------------- Commercial Property: Consolidated 959 889 Swenson Stevens Ventures: Ridgeway Ridgelake Business Park Creek Total ----------- ----------- ------------- ------------ ----- Location Memphis, TN Memphis, TN San Jose, CA San Jose, CA na
Construction date 1977 1980 1983 1981 na Acquisition date (1) 02-01-82 04-06-84 06-01-87 na
Life on which depreciation in latest income statement is computed (2) 1-25 yrs 1-25 yrs 1-25 yrs 1-25 yrs na
Encumbrances $ - $4,018,893 $ - $ - $4,018,893
Initial cost to Partnership: Land 424,954 923,411 603,480 1,691,002 3,642,847 Buildings and improvements 1,430,576 7,792,436 1,320,228 7,146,336 17,689,576
Costs capitalized subsequent to acquisition: Land, buildings and improvements 603,828 1,767,351 542,430 2,327,879 5,241,488
Retirements (3) - (685,417) (58,293) (1,044,645) (1,788,355)
Gross amount at which carried at close of period (4): Land $424,954 $923,411 $603,480 $1,691,002 $3,642,847 Buildings and improvements 2,034,404 8,874,370 1,804,365 8,429,570 21,142,709 $2,459,358 $9,797,781 $2,407,845 $10,120,572 $24,785,556
Accumulated depreciation (5) $1,349,314 $4,992,147 $ 910,399 $ 3,283,008 $10,534,868
(1) Joint Venture interest acquired March 11, 1981. Minority partner's interest acquired March 1, 1982. The Partnership is now sole owner of the property. (2) Tenant improvements are depreciated on a straight-line basis over lives of the respective leases. (3) Retirements are cumulative since acquisition. (4) For Federal income tax purposes, the basis of land, buildings and improvements is $25,264,881. (5) For Federal income tax purposes, the amount of accumulated depreciation is $17,527,213.
A reconciliation of the carrying amount of real estate and accumulated depreciation for the years ended December 31, 1996, 1995, and 1994 follows:
1996 1995 1994 Real estate investments: ---------- ---------- ---------- Beginning of year $25,423,462 $27,255,047 $27,294,760 Additions 151,608 680,193 607,547 Retirements (789,514) (310,659) (647,260) Dispositions - (2,201,119) - End of year $24,785,556 $25,423,462 $27,255,047
Accumulated depreciation: Beginning of year $10,186,201 $10,314,488 $ 9,555,114 Depreciation expense 1,138,181 1,275,580 1,406,634 Retirements (789,514 (310,659) (647,260) Dispositions - (1,093,208) - End of year $10,534,868 $10,186,201 $10,314,488
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
QUALIFIED PROPERTIES 80, L.P.
Date: March 24, 1997 BY: HS Advisors, Ltd. General Partner
BY: Hogan Stanton Investments, Inc. General Partner
BY: /s/Mark P. Mikuta Name: Mark P. Mikuta Title: President
Date: March 24, 1997 BY: QP80 Real Estate Services Inc. General Partner
BY: /s/Kenneth L. Zakin Name: Kenneth L. Zakin Title: Director and President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capabilities and on the dates indicated.
QP80 REAL ESTATE SERVICES INC. A General Partner
Date: March 24, 1997 BY: /s/Kenneth L. Zakin Kenneth L. Zakin Director and President
Date: March 24, 1997 BY: /s/William Caulfield William Caulfield Vice President and Chief Financial Officer
Date: March 24, 1997 BY: /s/Moshe Braver Moshe Braver Vice President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capabilities and on the dates indicated.
HS ADVISORS, LTD. A General Partner
Date: March 24, 1997 BY: /s/Mark P. Mikuta Mark P. Mikuta President of Hogan Stanton Investment, Inc., as general partner of HS Advisors, Ltd.
Date: March 24, 1997 BY: /s/Donald T. Herrick, Jr. Donald T. Herrick, Jr. Vice President and Treasurer of Hogan Stanton Investment, Inc., as general partner of HS Advisors, Ltd.
Date: March 24, 1997 BY: /s/Julie R. Adie Julie R. Adie Vice President and Secretary of Hogan Stanton Investments, Inc. as general partner of HS Advisors, Ltd.