SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
OR
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 0-9508
Preferred Properties Fund 80
(Exact name of Registrant as specified in its charter)
California 94-2599964
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5665 Northside Drive N.W., Ste. 370, Atlanta, Georgia 30328
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (770) 916-9090
N/A
Former name, former address and fiscal year, if changed since last report.
Indicate by check mark whether 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 X No _____
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by a court.
Yes _____ No ______
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 __________________.
1 of 15
PREFERRED PROPERTIES FUND 80 - FORM 10-Q - SEPTEMBER 30, 1995
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Consolidated Balance Sheets
September 30, December 31,
1995 1994
Assets
Cash and cash equivalents $ 691,000 $ 2,498,000
Other assets 18,000 140,000
Real Estate:
Real estate 5,345,000 4,620,000
Accumulated depreciation (1,719,000) (1,635,000)
------------- -------------
Real estate, net 3,626,000 2,985,000
Deferred costs, net 60,000 25,000
------------- -------------
Total assets $ 4,395,000 $ 5,648,000
============= =============
Liabilities and Partners' Deficit
Notes payable $ 5,430,000 $ 5,476,000
Accrued expenses and other liabilities 118,000 203,000
Promissory Notes:
Principal 272,000 514,000
Deferred interest payable 197,000 373,000
------------- -------------
Total liabilities 6,017,000 6,566,000
------------- -------------
Minority interest in joint venture - (706,000)
------------- -------------
Partners' deficit:
General partner's deficit (879,000) (874,000)
Limited partners' (deficit) equity (19,997 units
outstanding at September 30, 1995 and
December 31, 1994) (743,000) 662,000
------------- -------------
Total partners' deficit (1,622,000) (212,000)
------------- -------------
Total liabilities and partners' deficit $ 4,395,000 $ 5,648,000
============= =============
See notes to consolidated financial statements.
2 of 15
PREFERRED PROPERTIES FUND 80 - FORM 10-Q - SEPTEMBER 30, 1995
Consolidated Statements of Operations
For the Nine Months Ended
September 30, September 30,
1995 1994
Revenues:
Room revenue $ - $ 1,442,000
Food and beverage revenue - 740,000
Other operating revenue - 105,000
Commercial operations 647,000 2,874,000
Interest income 60,000 80,000
Disposition of rental properties - 13,899,000
------------- -------------
Total revenues 707,000 19,140,000
------------- -------------
Expenses:
Room expenses - 270,000
Food and beverage expenses - 596,000
Other operating expenses - 831,000
Commercial expense 110,000 1,108,000
Interest 410,000 1,870,000
Depreciation 84,000 730,000
General and administrative 212,000 399,000
Provision for impairment of value - 1,444,000
------------- -------------
Total expenses 816,000 7,248,000
------------- -------------
(Loss) income before minority interest in joint
ventures' operations and extraordinary item (109,000) 11,892,000
Minority interest in joint ventures' operations - 156,000
------------- -------------
(Loss) income before extraordinary item (109,000) 12,048,000
Extraordinary item:
Gain on extinguishment of debt - 5,163,000
------------- -------------
Net (loss) income $ (109,000) $ 17,211,000
============= =============
Net (loss) income per limited partnership unit:
(Loss) income before extraordinary item $ (5.20) $ 572.33
Extraordinary item - 245.29
------------- -------------
Net (loss) income $ (5.20) $ 817.62
============= =============
Distribution per limited partnership unit $ 65.06 $ -
============= =============
See notes to consolidated financial statements.
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PREFERRED PROPERTIES FUND 80 - FORM 10-Q - SEPTEMBER 30, 1995
Consolidated Statements of Operations
For the Three Months Ended
September 30, September 30,
1995 1994
Revenues:
Commercial operations $ 208,000 $ 873,000
Interest income 7,000 22,000
------------- -------------
Total revenues 215,000 895,000
------------- -------------
Expenses:
Commercial expense 30,000 328,000
Interest 137,000 313,000
Depreciation 27,000 172,000
General and administrative 73,000 70,000
------------- -------------
Total expenses 267,000 883,000
------------- -------------
(Loss) income before minority interest in joint
ventures' operations (52,000) 12,000
Minority interest in joint ventures' operations - (34,000)
------------- -------------
Net (loss) $ (52,000) $ (22,000)
============= =============
Net (loss) per limited partnership unit $ (2.45) $ (1.05)
============= =============
See notes to consolidated financial statements.
4 of 15
PREFERRED PROPERTIES FUND 80 - FORM 10-Q - SEPTEMBER 30, 1995
Consolidated Statements of Cash Flows
For the Nine Months Ended
September 30, September 30,
1995 1994
Operating Activities:
Net (loss) income $ (109,000) $ 17,211,000
Adjustments to reconcile net income to net cash
(used in) provided by operating activities:
Disposition of rental properties - (13,899,000)
Extraordinary gain on extinguishment of debt - (5,163,000)
Depreciation and amortization 91,000 1,188,000
Minority interest in joint ventures'
operations - (156,000)
Interest payable to joint venture partner
added to principal - 6,000
Deferred interest on non-recourse promissory
notes - 370,000
Provision for impairment of value - 1,444,000
Deferred costs paid (42,000) (27,000)
Interest payable to affiliates of the general
partner - (3,001,000)
Changes in operating assets and liabilities:
Other assets 122,000 611,000
Accrued expenses and other liabilities (85,000) (2,373,000)
------------- -------------
Net cash (used in) operating activities (23,000) (3,789,000)
------------- -------------
Investing Activities:
Proceeds from sale of properties - 28,393,000
Restricted cash - 238,000
------------- -------------
Cash provided by investing activities - 28,631,000
------------- -------------
Financing Activities:
Payments on notes payable to affiliates of the
general partner - (6,373,000)
Satisfaction of notes payable - (12,566,000)
Notes payable principal payments (46,000) (74,000)
Joint venture partner distributions (9,000) (593,000)
Retirement of promissory notes (418,000) (5,590,000)
Purchase of minority interest in joint venture (10,000) (860,000)
Cash distributions to limited partners (1,301,000) -
------------- -------------
Cash (used in) financing activities (1,784,000) (26,056,000)
------------- -------------
Decrease in Cash and Cash Equivalents (1,807,000) (1,214,000)
Cash and Cash Equivalents at Beginning of Period 2,498,000 2,498,000
------------- -------------
Cash and Cash Equivalents at End of Period $ 691,000 $ 1,284,000
============= =============
Supplemental Disclosure of Cash Flow Information:
Interest paid in cash during the period $ 586,000 $ 6,812,000
============= =============
Supplemental Disclosure of Non-Cash Financing
and Investing Activities:
Mortgage assumed on property sale $ - $ 1,231,000
============= =============
Purchase of minority interest (See note 4)
See notes to consolidated financial statements.
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PREFERRED PROPERTIES FUND 80 - FORM 10-Q - SEPTEMBER 30, 1995
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. General
The accompanying consolidated financial statements, footnotes and
discussions should be read in conjunction with the consolidated
financial statements, related footnotes and discussions contained
in the Partnership's Annual Report for the year ended December 31,
1994. Certain accounts have been reclassified in order to conform
to the current period.
The financial information contained herein is unaudited. In the
opinion of management, all adjustments necessary for a fair
presentation of such financial information have been included. All
adjustments are of a normal recurring nature, except for the
transactions discussed in Notes 4, 6 and 7.
The results of operations for the nine and three months ended
September 30, 1995 and 1994 are not necessarily indicative of the
results to be expected for the full year.
On August 17, 1995, the stockholders of National Property
Investors, Inc. ("NPI, Inc."), the sole shareholder of NPI Equity
Investments II, Inc. ("NPI Equity"), the managing general partner
of Fox Realty Investors, the general partner of the Partnership's
general partner, entered into an agreement to sell to IFGP
Corporation, an affiliate of Insignia Financial Group, Inc.
("Insignia"), all of the issued and outstanding stock of NPI, Inc.
The sale of the stock is subject to the satisfaction of certain
conditions and is scheduled to close in January 1996.
2. Transactions with Related Parties
An affiliate of NPI Equity received reimbursement of administrative
expenses amounting to $116,000 and $181,000 during the nine months
ended September 30, 1995 and 1994, respectively. These
reimbursements are included in general and administrative expenses.
3. Promissory Notes Payable
During the nine months ended September 30, 1995 and 1994, the
Partnership paid $418,000 and $5,590,000, respectively, including
accrued and deferred interest, for the redemption of promissory
notes.
4. Purchase of Minority Interest
(a) On January 3, 1995, a newly formed, wholly-owned subsidiary of the
Partnership acquired the 40% minority interest in the joint venture
which owned Creekside Business Park for $10,000. The carrying value
of the property was increased by $725,000. The basis increase in
the real estate is comprised of the receivable from the joint
venture partner of $706,000 (as of December 31, 1994), $9,000 of
distributions to the joint venture partner and the $10,000 cash
purchase price.
(b) In January 1994, the Partnership acquired the 40% minority interest
in the joint venture which owned the Plaza San Antonio for $860,000
(including accrued interest). The book value of the minority
interest at the time was $542,000. The carrying value of the
property, prior to the sale of Plaza San Antonio, was increased by
$318,000 as a result of the purchase of the minority interest.
6 of 15
PREFERRED PROPERTIES FUND 80 - FORM 10-Q - SEPTEMBER 30, 1995
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. Distributions
On February 15, 1995, the Partnership distributed $1,301,000
($65.06 per unit) to the limited partners from the proceeds of the
sale of Winding Creek Village Apartments in December 1994.
6. Disposition of Rental Properties
(a) On February 23, 1994, Valley View Apartments was sold for
$6,500,000. Net proceeds, after repayment of the existing loan,
deferred interest, closing costs and adjustments, received by the
Partnership were approximately $1,069,000. The sale resulted in a
gain of $2,216,000.
(b) On March 18, 1994, Plaza San Antonio was sold for $22,300,000. Net
proceeds, after repayment of existing loans, notes payable and
accrued interest to affiliates of the general partner, closing costs
and adjustments, received by the Partnership were approximately
$13,258,000. The sale resulted in a gain of $11,938,000.
(c) On March 18, 1994, Corporate Center Business Park was sold for
$1,500,000, subject to a $1,231,000 mortgage. Net proceeds, after
repayment of the existing loan, notes payable and interest to
affiliates of the general partner, closing costs and adjustments,
received by the Partnership were approximately $130,000. The sale
resulted in a loss of $255,000.
7. Extraordinary Gain on Extinguishment of Debt and Provision for
Impairment of Value
(a) In February 1994, the mortgage securing Winding Creek Village
Apartments was modified. The resulting reduction in principal of
$818,000 has been recorded as an extraordinary gain on
extinguishment of debt. Simultaneous with the mortgage
modification, the Partnership recorded a provision for impairment of
value of $1,444,000 on Winding Creek Village Apartments to reflect a
write down of the property to the level of its related mortgage
indebtedness.
(b) In 1993, Wheatley Ventures, Inc. ("Wheatley"), an affiliate of MGP,
commenced a tender offer to purchase up to 75 percent of the
Promissory Notes at a cash price of $75 per $333.86 outstanding
principal balance of the Promissory Notes. Pursuant to the tender
offer, Wheatley acquired approximately 51% of the outstanding
Promissory Notes. The Partnership paid $1,189,000 to Wheatley to
satisfy the Promissory Notes it had previously acquired. The
resulting discount of approximately $4,345,000 on retiring the
Promissory Notes has been recorded as an extraordinary gain on
extinguishment of debt.
8. Commitment and Contingency
A tenant's lease, which had been scheduled to expire on January 31,
1996, was extended for approximately five years, with lease
payments beginning at approximately $265,000 per annum. As part of
the agreement, the tenant was granted an option to purchase
Creekside Business Park Building #1 for $2,777,000. The building
represents 42% of Registrant's leaseable space. The option expires
on April 1, 1996.
7 of 15
PREFERRED PROPERTIES FUND 80 - FORM 10-Q - SEPTEMBER 30, 1995
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9. Class Action Lawsuit
In August 1995, a former holder of Registrant's 10 Percent
Nonrecourse Promissory Notes due June 30, 1994 (the "Notes") who
tendered its Notes to Wheatley Ventures Inc. ("Wheatley") pursuant
to Wheatley's tender offer for the Notes in August 1993, brought a
purported class action lawsuit against, among others, the Managing
General Partner of the Partnership. The Managing General Partner
believes that the claims brought by the plaintiffs are without
merit and intends to vigorously defend this action. Pursuant to
the terms of the partnership agreement, the Managing General
Partner is entitled to seek indemnification from the Partnership
for its costs in defending this action. The Partnership's
potential liability for the cost of defending this action cannot be
determined at this time.
8 of 15
PREFERRED PROPERTIES FUND 80 - FORM 10-Q - SEPTEMBER 30, 1995
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
This item should be read in conjunction with the Consolidated Financial
Statements and other Items contained elsewhere in this Report.
Liquidity and Capital Resources
Registrant's remaining real estate property, Creekside Business Park, is
leased to two tenants. One tenant's lease, which had been scheduled to
expire on January 31, 1996, was extended, for approximately five years,
with lease payments beginning at approximately $265,000 per annum. As part
of the agreement, the tenant was granted an option to purchase Creekside
Business Park Building #1 for $2,777,000. The building represents 42% of
Registrant's leaseable space. The option expires on April 1, 1996. The
second tenant's lease expires on September 30, 1997. The property is
located in Milpitas, California. Registrant receives rental income from
its property and is responsible for operating expenses, administrative
expenses, capital improvements and debt service payments. As of November
1, 1995, nine of the ten properties originally purchased by Registrant were
sold or otherwise disposed. Registrant's remaining property generated
negative cash flow from operations during the nine months ended September
30, 1995, due to the payment of leasing commissions.
Registrant uses working capital reserves provided from any undistributed
cash flow from operations, refinancing and sales of properties as its
primary source of liquidity. Registrant plans to use any excess cash from
operations for potential debt modification or refinancing. There has been
no excess cash from operations available for distribution to the limited
partners during 1995. Registrant did, however, distribute $1,301,000
($65.06 per unit) to limited partners in February 1995 from proceeds
received from the December 16, 1994 sale of Winding Creek Village
Apartments. It is not currently anticipated that Registrant will make
distributions from operations in the near future. Working capital reserves
will be used to satisfy Registrant's remaining Promissory Note obligations
and other expenses.
The level of liquidity based upon cash and cash equivalents experienced a
$1,807,000 decrease at September 30, 1995, as compared to December 31,
1994. Registrant used $23,000 of cash for operating activities and
$1,784,000 of cash was used in financing activities. Registrant's cash
used in financing activities consisted of $46,000 of note payable principal
payments, $418,000 of cash used to retire Promissory Notes, $10,000 of cash
used for the purchase of a minority interest in a joint venture, $9,000 of
distributions to a joint venture partner and $1,301,000 of cash
distributions to the limited partners. Registrant has no plans for
material capital improvements during the next twelve months. All other
increases (decreases) in certain assets and liabilities are the result of
the timing of receipt and payment of various operating activities.
On January 3, 1995, a newly formed, wholly-owned subsidiary of the
Partnership acquired the 40% minority interest in the joint venture which
owned Creekside Business Park for $10,000. The carrying value of the
property was increased by $725,000. The basis increase in the real estate
is comprised of the receivable from the joint venture partner of $706,000
(as of December 31, 1994), $9,000 of distributions to the joint venture
partner and the $10,000 cash purchase price.
Working capital reserves are invested in a money market account or in
repurchase agreements secured by United States Treasury obligations. The
Managing General Partner believes that, if market conditions remain
relatively stable, cash flow from operations, when combined with working
capital reserves, will be sufficient to fund required capital improvements
and regular debt service payments until September
9 of 15
PREFERRED PROPERTIES FUND 80 - FORM 10-Q - SEPTEMBER 30, 1995
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Liquidity and Capital Resources (Continued)
30, 1997. The mortgage encumbering Registrant's Creekside property matures
in 1998, however, a tenant's lease, representing 58% of leasable space,
expires prior to the mortgage due date. Registrant does not expect to be
able to continue its debt service payments unless this lease is either
extended or replaced. In that case, if the loan is not refinanced or
modified, or the property sold, Registrant could lose this property through
foreclosure.
On August 17, 1995, the stockholders of NPI, Inc., the sole shareholder of
NPI Equity, agreed to sell to Insignia all of the issued and outstanding
stock of NPI, Inc. The consummation of this transaction is subject to the
satisfaction of certain conditions (including, third party consents and
other conditions not within the control of the parties to the agreement)
and is scheduled to close in January 1996. Upon closing, it is expected
that Insignia will elect new officers and directors of NPI Equity. The
Managing General Partner does not believe these transactions will have a
significant effect on Registrant's liquidity or results of operation.
In August 1995, a former holder of Registrant's 10 Percent Non-recourse
Promissory Notes due June 30, 1994 who tendered its Notes to Wheatley,
pursuant to Wheatley's tender offer for the Notes in August 1993, brought a
purported class action lawsuit against, among others, the Managing General
Partner of Registrant (see Part II, Item I, "Legal Proceedings). Pursuant
to the terms of Registrant's partnership agreement, the Managing General
Partner is entitled to seek indemnification from Registrant for its costs
in defending this action. The potentially significant negative effect on
Registrant's liquidity, capital resources and results of operations cannot
be determined at this time.
At this time it appears that the investment objective of capital growth
will not be attained and that limited partners will not receive a return of
a substantial portion of their invested capital. The extent to which
invested capital is returned to limited partners is dependent upon the
performance of Registrant's remaining property and the market in which the
property is located and on the sales price of the remaining property. The
ability to hold and operate this property is dependent upon the
Registrant's ability to obtain refinancing or debt modification as
required. It is anticipated that the Promissory Note holders will not
receive any payment of residual interest income.
Real Estate Market
The California real estate market has suffered from the effects of the real
estate recession including, but not limited to, a downward trend in market
values of existing properties. In addition, the bailout of the savings and
loan associations and sales of foreclosed properties by auction reduced
market values and caused a further restriction on the ability to obtain
credit. As a result, Registrant's ability to refinance or sell its
remaining property may be restricted. These factors caused a decline in
market property values and serve to reduce market rental rates and/or sales
prices. Despite the weak rental market, management anticipates that
increases in revenue will exceed increases in expenses during the next
twelve months. Furthermore, management believes that the emergence of new
institutional purchasers, including real estate investment trusts and
insurance companies should create a more favorable market value for
Registrant's remaining property in the future.
10 of 15
PREFERRED PROPERTIES FUND 80 - FORM 10-Q - SEPTEMBER 30, 1995
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Results of Operations
Nine Months Ended September 30, 1995 vs. September 30, 1994
Operating results (before minority interest in joint ventures' operations
and extraordinary gain on extinguishment of debt) declined by $12,001,000
for the nine months ended September 30, 1995, as compared to 1994, due to a
decrease in revenues of $18,433,000 which was only partially offset by a
decrease in expenses of $6,432,000. Operating results declined due to the
$13,899,000 gain on sale of properties.
With respect to the remaining property, commercial operation revenues
increased by $38,000 for the nine months ended September 30, 1995, as
compared to 1994, due to an increase in rental rates. Interest income,
with respect to the remaining property, decreased by $8,000 for the nine
months ended September 30, 1995, as compared to 1994, due to lower average
working capital reserves available for investment.
The decrease in expenses, with respect to the remaining property, for the
nine months ended September 30, 1995, as compared to 1994, is due to
decreases in interest expense (on the note payable) of $6,000 and
commercial property expense of $7,000. Interest expense on the note
payable declined due to mortgage principal amortization. Commercial
property expense declined due to lower repair and maintenance expense at
Creekside Business Park. Depreciation expense remained constant. In
addition, interest expense on Promissory Notes declined by $425,000 due to
the redemption of Promissory Notes and general and administrative expenses
declined by $187,000 due to a reduction in asset management costs.
Three Months Ended September 30, 1995 vs. September 30, 1994
Operating results (before minority interest in joint ventures' operations)
declined by $64,000 for the three months ended September 30, 1995, as
compared to 1994, due to a decrease in revenues of $680,000 which was only
partially offset by a decrease in expenses of $616,000. Operating results
declined due to the disposition of Registrant's Winding Creek Village
Apartments in December 1994.
With respect to the remaining property, commercial operation revenues
increased by $42,000 for the three months ended September 30, 1995, as
compared to 1994, due to an increase in rental rates. Interest income,
with respect to the remaining property, decreased by $12,000 for the three
months ended September 30, 1995, as compared to 1994, due to a lower
average working capital reserves available for investment.
The increase in expenses, with respect to the remaining property, for the
three months ended September 30, 1995, as compared to 1994, is due to an
increase in commercial operations of $23,000, which was slightly offset by
a decrease in interest expense (on the note payable) of $2,000. Commercial
property expense increased due to higher repair and maintenance expense at
Creekside Business Park during the prior year comparative period. Interest
expense on the note payable declined due to mortgage principal
amortization. Depreciation expense remained constant. In addition,
general and administrative expenses increased by $3,000.
11 of 15
PREFERRED PROPERTIES FUND 80 - FORM 10-Q - SEPTEMBER 30, 1995
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Properties
A description of the properties in which Registrant has an ownership
interest during the period covered by this Report, together with occupancy
and room rate data, follows:
PREFERRED PROPERTIES FUND 80
OCCUPANCY AND ROOM RATE SUMMARY
Average
Occupancy Rate (%)
-----------------------------
Nine Months Three Months
Date Ended Ended
of September 30, September 30,
Name and Location Size Purchase 1995 1994 1995 1994
- ----------------- ---- -------- ---- ---- ---- ----
Commercial Buildings:
Creekside Business Park (1) 79,300 10/80 100 100 100 100
Milpitas, California sq. ft.
(1) On January 3, 1995, Registrant acquired the 40% minority interest in
the joint venture which owns the property.
12 of 15
PREFERRED PROPERTIES FUND 80 - FORM 10-Q - SEPTEMBER 30, 1995
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Dorothy M. Kaufman and Deanne R. Erickson, Trustee of the Kaufman
Family 1981 Trust, dated October 21, 1981, on behalf of
themselves and all others similarly situated v. Northern Trust
Bank of California, N. A., et. al., Superior Court of California,
County of Santa Clara (Case No. CV751777).
The plaintiff in this action is a former holder of Registrant's
10 Percent Non-recourse Promissory Notes due June 30, 1994 (the
"Notes") who tendered its Notes to Wheatley Ventures Inc.
("Wheatley") pursuant to Wheatley's tender offer for the Notes in
August 1993. The plaintiff purports to represent itself and all
other tendering noteholders. The complaint was filed in August
1995 and alleges, among other things, that the Managing General
Partner breached its fiduciary duty to the tendering noteholders
and interfered with their prospective economic advantage if they
continued to hold the Notes. The Managing General Partner
believes that the claims brought by the plaintiff are without
merit and intends to vigorously defend this action. Pursuant to
the terms of Registrant's partnership agreement, the Managing
General Partner is entitled to seek indemnification from
Registrant for its costs in defending this action.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
2. NPI, Inc. Stock Purchase Agreement dated as of August 17,
1995 incorporated by reference to Exhibit 2 to
Registrant's Current Report on Form 8-K filed with the
Securities and Exchange Commission on August 24, 1995.
(b) Report on Form 8-K
On August 24, 1995, Registrant filed a Current Report on Form
8-K with the Securities and Exchange Commission with respect
to the sale of the stock of NPI, Inc. (Item 1, Change in
Control).
13 of 15
PREFERRED PROPERTIES FUND 80 - FORM 10-Q - SEPTEMBER 30, 1995
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PREFERRED PROPERTIES FUND 80
By: MONTGOMERY REALTY COMPANY 80,
A California General Partnership,
its general partner
By: FOX REALTY INVESTORS,
A California General Partnership,
its managing general partner
By: NPI Equity Investments II, Inc.,
A Florida Corporation,
its managing partner
/S/ARTHUR N. QUELER
Secretary/Treasurer and Director
(Principal Financial Officer)
14 of 15
PREFERRED PROPERTIES FUND 80 - FORM 10-Q - SEPTEMBER 30, 1995
EXHIBIT INDEX
Exhibit Page No.
- ------- --------
2. NPI, Inc. Stock Purchase Agreement *
dated August 17, 1995
* Incorporated by reference to Exhibit 2 to Registrant's Current Report on
Form 8-K filed with the Securities and Exchange Commission on August 24,
1995.
15 of 15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from
Preferred Properties Fund 80 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 691,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 5,345,000
<DEPRECIATION> (1,719,000)
<TOTAL-ASSETS> 4,395,000
<CURRENT-LIABILITIES> 0
<BONDS> 5,899,000<F1>
<COMMON> 0
0
0
<OTHER-SE> (1,622,000)
<TOTAL-LIABILITY-AND-EQUITY> 4,395,000
<SALES> 0
<TOTAL-REVENUES> 647,000
<CGS> 0
<TOTAL-COSTS> 194,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 410,000
<INCOME-PRETAX> (109,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (109,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (109,000)
<EPS-PRIMARY> (5.20)
<EPS-DILUTED> (5.20)
<FN>
<F1> Bonds includes deferred interest payable of $197,000.
</TABLE>
