UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the fiscal year ended December 31, 1996 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to Commission file number 0-11985 Krupp Realty Limited Partnership-V (Exact name of registrant as specified in its charter) Massachusetts 04-2796207 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 470 Atlantic Avenue, Boston, Massachusetts 02210 (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (617) 423-2233 The total number of pages in this document is 17. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA See Appendix A to this report. 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, on the 30th day of September, 1997. KRUPP REALTY LIMITED PARTNERSHIP-V By:The Krupp Corporation, a General Partner By:/s/ Wayne H. Zarozny Wayne H. Zarozny Treasurer of The Krupp Corporation APPENDIX A KRUPP REALTY LIMITED PARTNERSHIP-V AND SUBSIDIARY CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE ITEM 8 OF FORM 10-K ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION For the Year Ended December 31, 1996 KRUPP REALTY LIMITED PARTNERSHIP-V AND SUBSIDIARY INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE Report of Independent Accountants F-3 Consolidated Balance Sheets at December 31, 1996 and December 31, 1995 F-4 Consolidated Statements of Operations for the years ended December 31, 1996, 1995 and 1994F-5 Consolidated Statements of Changes in Partners' Deficit for the years ended December 31, 1996, 1995 and 1994 F-6 Consolidated Statements of Cash Flows for the years ended December 31, 1996, 1995 and 1994F-7 Notes to Consolidated Financial StatementsF-8 - F-14 Schedule III - Real Estate and Accumulated Depreciation F-15 - F-16 All other schedules are omitted as they are not applicable, not required, or the information is provided in the consolidated financial statements or the notes thereto. REPORT OF INDEPENDENT ACCOUNTANTS To the Partners of Krupp Realty Limited Partnership-V and Subsidiary: We have audited the consolidated financial statements and the financial statement schedule of Krupp Realty Limited Partnership-V and Subsidiary (the "Partnership") listed in the index on page F-2 of this Form 10-K. These financial statements and financial statement schedule are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Krupp Realty Limited Partnership-V and Subsidiary as of December 31, 1996 and 1995 and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 1996 in conformity with generally accepted accounting principles. In addition, in our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information required to be included therein. Boston, Massachusetts COOPERS & LYBRAND, L.L.P. February 25, 1997 KRUPP REALTY LIMITED PARTNERSHIP-V AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS December 31, 1996 and 1995 ASSETS 1996 1995 Multi-family apartment complexes, net of accumulated depreciation of $38,066,263 and $34,745,814, respectively (Notes C and D)$32,598,192 $33,505,527 Cash and cash equivalents 1,767,094 2,022,328 Cash restricted for tenant security deposits 307,908 438,249 Replacement reserve escrow (Note D) 689,656 729,508 Prepaid expenses and other assets 1,377,390 1,370,882 Deferred expenses, net of accumulated amortization of $469,134 and $401,925, respectively (Note E) 422,029 489,238 Total assets $37,162,269 $38,555,732 LIABILITIES AND PARTNERS' DEFICIT Liabilities: Mortgage notes payable (Notes C and D) $42,270,255 $42,800,954 Accounts payable 83 37,435 Accrued real estate taxes 1,660,000 1,660,000 Accrued expenses and other liabilities 1,241,967 1,183,468 Due to affiliates (Note E) 26,480 34,327 Total liabilities 45,198,785 45,716,184 Commitments and contingencies (Note F) Partners' deficit (Note G): Investor Limited Partners (35,200 Units outstanding) (7,372,169) (6,550,285) Original Limited Partner (279,958) (234,539) General Partners (384,389) (375,628) Total Partners' deficit (8,036,516) (7,160,452) Total liabilities and Partners' deficit $37,162,269 $38,555,732 The accompanying notes are an integral part of the consolidated financial statements. KRUPP REALTY LIMITED PARTNERSHIP-V AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS For the Years Ended December 31, 1996, 1995 and 1994 1996 1995 1994 Revenue: Rental (Note H) $13,489,627 $13,695,050 $13,577,822 Interest income 170,634 144,710 74,591 Total revenue 13,660,261 13,839,760 13,652,413 Expenses: Operating (Note E) 3,635,470 3,732,763 4,103,984 Maintenance 927,736 895,329 941,189 General and administrative (Notes E and F) 323,652 170,943 141,403 Real estate taxes (Note I) 1,621,545 2,201,309 2,101,222 Management fees(Note e)442,295 512,462 438,049 Depreciation and amortization 3,387,658 3,405,153 3,421,941 Interest (Note D) 3,440,980 3,717,178 3,954,839 Total expenses 13,779,336 14,635,137 15,102,627 Income (loss) before gain on sale of property and extraordinary loss (119,075) (795,377) (1,450,214) Gain on sale of property (Note C) - 3,265,789 - Income (loss) before extraordinary loss (119,075) 2,470,412 (1,450,214) Extraordinary loss (Note D) - (93,215) - Net income (loss) (Note J) $ (119,075) $ 2,377,197 $(1,450,214) Allocation of net income (loss)(Note G): Investor Limited Partners (35,200 Units outstanding)$ (117,884) $ 2,353,425 $(1,435,712) Per Unit of Investor Limited Partner Interest: Income (loss) before gain on sale of property and extraordinary loss $(3.35) $ (22.37) $ (40.79) Gain on sale of property - 91.85 - Extraordinary loss - (2.62) - Net income (loss) $ (3.35)$ 66.86 $ (40.79) Original Limited Partner: Income before gain on sale of property and extra- ordinary loss $ - $ - $ - Gain on sale of property - - - Extraordinary loss - - - Net income $ - $ - $ - General Partners: Loss before gain on sale of property and extra- ordinary loss $ (1,191)$ (7,954)$ (14,502) Gain on sale of property - 32,658 - Extraordinary loss - (932) - Net income (loss) $ (1,191)$ 23,772$ (14,502) The accompanying notes are an integral part of the consolidated financial statements. KRUPP REALTY LIMITED PARTNERSHIP-V AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT For the Years Ended December 31, 1996, 1995 and 1994 _____________ Investor Original Total Limited Limited General Partners' Partners Partner Partners Deficit Balance at December 31, 1993 $(7,467,998)$(234,539)$(384,898) $(8,087,435) Net loss (1,435,712) - (14,502) (1,450,214) Balance at December 31, 1994 (8,903,710) (234,539) (399,400) (9,537,649) Gain on sale of property, net 3,233,131 - 32,658 3,265,789 Early extinguishment of debt (92,283) - (932) (93,215) Net loss (787,423) - (7,954) (795,377) Balance at December 31, 1995 (6,550,285) (234,539) (375,628) (7,160,452) Distributions (Note G)(704,000)(45,419) (7,570) (756,989) Net loss (Note G) (117,884) - (1,191) (119,075) Balance at December 31, 1996 $(7,372,169)$(279,958)$(384,389) $(8,036,516) The per Unit distribution for 1996 is $20.00. The accompanying notes are an integral part of the consolidated financial statements. KRUPP REALTY LIMITED PARTNERSHIP-V AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended December 31, 1996, 1995 and 1994 1996 1995 1994 Operating activities: Net income (loss) $ (119,075)$ 2,377,197 $(1,450,214) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 3,387,658 3,405,153 3,421,941 Gain on sale of property - (3,265,789) - Extraordinary loss from early extinguishment of debt - 93,215 - Decrease in cash restricted for tenant security deposits 130,341 78,078 50,299 Decrease (increase)in prepaid expenses and other assets (6,508) 197,690 42,165 Decrease in accounts payable (37,352) (143,652) (412,993) Decrease in accrued real estate taxes - (235,473) (30,880) Increase (decrease) in accrued expenses and other liabilities 58,499 (36,033) 70,505 Decrease in due to affiliates (7,847) (1,231,933) (119,068) Net cash provided by operating activities 3,405,716 1,238,453 1,571,755 Investing activities: Additions to fixed assets (2,413,114) (1,539,727) (3,016,777) Decrease in replacement reserve escrow 39,852 189,539 1,361,295 Net consideration received from the sale of property - 6,392,353 - Increase (decrease) in accounts payable related to fixed asset additions - (189,020) 77,846 Net cash provided by (used in) investing activities (2,373,262) 4,853,145 (1,577,636) Financing activities: Repayment of mortgage notes payable - (4,050,721) - Payment of prepayment premium - (78,179) - Principal payments on mortgage notes payable (530,699) (538,813) (542,839) Increase in deferred expenses - - (12,138) Distributions (756,989) - - Net cash used in financing activities (1,287,688) (4,667,713) (554,977) Net increase (decrease) in cash and cash equivalents (255,234) 1,423,885 (560,858) Cash and cash equivalents, beginning of year 2,022,328 598,443 1,159,301 Cash and cash equivalents, end of year $ 1,767,094 $ 2,022,328 $ 598,443 The accompanying notes are an integral part of the consolidated financial statements. KRUPP REALTY LIMITED PARTNERSHIP-V AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A.Organization Krupp Realty Limited Partnership-V ("KRLP-V") was formed on June 16, 1983 by filing a Certificate of Limited Partnership in The Commonwealth of Massachusetts. KRLP-V terminates on December 31, 2020, unless earlier terminated upon the sale of the last of KRLP-V's properties or the occurrence of certain other events as set forth in the Partnership Agreement. KRLP-V issued all of the General Partner Interests to The Krupp Corporation ("Krupp Corp.") (a Massachusetts corporation) and The Krupp Company Limited Partnership-II ("KCLP- II") (a Massachusetts limited partnership), in exchange for capital contributions aggregating $1,000. Except under certain limited circumstances upon termination of KRLP-V, the General Partners are not required to make any additional capital contributions. KRLP-V also issued all of the Original Limited Partner Interests to KCLP-II in exchange for a capital contribution of $4,000. On September 6, 1983, KRLP-V commenced the marketing and sale of units of Investor Limited Partner Interest ("Units") for $1,000 per Unit. The public offering was closed on December 2, 1983 at which time a total of 35,200 Units had been sold for $35,200,000. On March 20, 1989, the General Partners formed Krupp Realty Park Place-Chicago Limited Partnership ("Realty-V") as a prerequisite for the refinancing of Park Place Tower Apartments ("Park Place"). At the same time, the General Partners transferred ownership of Park Place to Realty-V. The General Partner of Realty-V is Krupp Corp.. The Limited Partner of Realty-V is KRLP-V. Krupp Corp. has beneficially assigned its interest in Realty-V to KRLP-V. KRLP-V and Realty-V are collectively known as Krupp Realty Limited Partnership-V and Subsidiary (collectively referred to herein as the "Partnership"). B.Significant Accounting Policies The Partnership uses the following accounting policies for financial reporting purposes, which may differ in certain respects from those used for federal income tax purposes (see Note J). Basis of Presentation The consolidated financial statements present the consolidated assets, liabilities and operations of the Partnership. All intercompany balances and transactions have been eliminated. Risks and Uncertainties The Partnership invests its cash primarily in deposits and money market funds with commercial banks. The Partnership has not experienced any losses to date on its invested cash. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, contingent assets and liabilities and revenues and expenses during the reporting period. Actual results could differ from those estimates. Continued KRUPP REALTY LIMITED PARTNERSHIP-V AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued B.Significant Accounting Policies - Continued Cash and Cash Equivalents The Partnership includes all short-term investments with maturities of three months or less from the date of acquisition in cash and cash equivalents. The cash investments are recorded at cost, which approximates current market values. Rental Revenues Leases require the payment of base rent monthly in advance. Rental revenues are recorded on the accrual basis. Depreciation Depreciation is provided for by the use of the straight-line method over estimated useful lives of the related assets as follows: Buildings and improvements to 25 years Appliances, carpeting and equipment3 to 5 years Impairment of Long-Lived Assets In accordance with Financial Accounting Standard No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long- Lived Assets to Be Disposed Of", which is effective for fiscal years beginning after December 15, 1995, the Partnership has implemented policies and practices for assessing impairment of its real estate assets. The investments in properties are carried at cost less accumulated depreciation unless the General Partners believe there is a material impairment in value, in which case a provision to write down investments in properties to fair value will be charged against income. At this time, the General Partners do not believe that any assets of the Partnership are materially impaired. Deferred Expenses Costs of obtaining and recording mortgages on the properties are amortized over the term of the related mortgage notes using the straight- line method. Income Taxes The Partnership is not liable for federal or state income taxes as Partnership income or loss is allocated to the Partners for income tax purposes. In the event that the Partnership's tax returns are examined by the Internal Revenue Service or state taxing authority and the examination results in a change in the Partnership's taxable income or loss, such change will be reported to the Partners. Continued KRUPP REALTY LIMITED PARTNERSHIP-V AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued C.Disposition of Real Estate Investment On July 19, 1995, the Partnership sold Marine Terrace Apartments, a 187-unit apartment complex located in Chicago, Illinois, for cash proceeds and other considerations which totalled $6,436,505. Proceeds from the sale were used to pay closing costs of $44,152, to repay the existing mortgage note on the property of $4,050,721 and to satisfy other Partnership liabilities. For financial reporting purposes, the Partnership realized a gain of $3,265,789 on the sale. The gain was calculated as the difference between net consideration received, less net book value of the property. D.Mortgage Notes Payable The properties owned by the Partnership are pledged as collateral for the non-recourse mortgage notes outstanding at December 31, 1996 and 1995. Mortgage notes payable consist of the following: Annual Principal Interest Property 1996 1995 Rate Maturity Date Century II Apartments $10,450,896 $10,590,450 10.625% May 1, 1999 Park Place Tower Apartments 31,819,359 32,210,504 6.75% May 1, 2024 Total $42,270,255 $42,800,954 Century II Apartments The property is subject to a non-recourse first mortgage note of $11,000,000, which is payable in equal monthly installments of principal and interest of $104,844, based on a 25-year amortization schedule. The note matures on May 1, 1999, at which point all unpaid principal (approximately $10,077,000) and any accrued interest is due. The note may be prepaid, in whole, beginning May 1, 1994, subject to a prepayment premium equal to 10% of the outstanding balance. Beginning June 1, 1994 the prepayment premium shall equal 10% of the outstanding principal balance, less 0.185% of the outstanding balance per each calendar month expired after June 1, 1994. There shall be no prepayment premium for any prepayment made during the six month period prior to the maturity date of the note. Based on the borrowing rates currently available to the Partnership for bank loans with similar terms and average maturities, the fair value of long term debt is approximately $11,430,000 and $12,000,000 for the years ended December 31, 1996 and 1995, respectively. Continued KRUPP REALTY LIMITED PARTNERSHIP-V AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued D.Mortgage Notes Payable - Continued Marine Terrace Apartments In conjunction with the sale of the property on July 19, 1995, the Partnership prepaid the non-recourse first mortgage note of $4,050,721. As a result of the retirement of debt, the Partnership incurred a prepayment premium of $78,179. The prepayment premium, as well as unamortized deferred mortgage costs of $15,036, are reported in the Statement of Operations as an extraordinary loss from early extinguishment of debt for the year ended December 31, 1995. Park Place Tower Apartments The property is subject to a non-recourse mortgage note of $33,000,000, dated September 15, 1993, held by the U.S. Department of Housing and Urban Development ("HUD"). The note is payable in equal monthly installments of principal and interest of $212,783, based on a 31-year amortization. At maturity, all unpaid principal (approximately $1,457,000) and any accrued interest is due. The note may not be prepaid prior to October 1, 1998. In the event prepayment of principal occurs any time after this date, a prepayment premium shall be due, based on a declining premium rate of 5% to 0% of the outstanding principal balance over a period of 5 years. As stipulated in the Regulatory Agreement with HUD, the Partnership makes monthly deposits of $17,743 in an established reserve for replacements to be used for improvements. Under the terms of the loan, HUD restricts the distribution of funds to Surplus Cash, as defined by HUD in the Regulatory Agreement. Since the mortgage note cannot be prepaid prior to October 1, 1998, the fair market value cannot be determined. The aggregate scheduled principal amounts of long-term borrowings due during the five years ending December 31, 2001 are $569,802, $615,927, $10,614,413, $509,135 and $544,585. During the years ended December 31, 1996, 1995 and 1994, the Partnership paid $3,280,828, $3,555,694 and $3,792,109 of interest on its mortgage notes, respectively. E.Related Party Transactions Commencing with the date of acquisition of the Partnership's properties, the Partnership entered into agreements under which property management fees are paid to an affiliate of the General Partners for services as management agent. Such agreements provide for management fees payable monthly at a rate of 5% of the gross receipts from the properties under management. The Partnership also reimburses affiliates of the General Partners for certain expenses incurred in connection with the operation of the Partnership and its properties including accounting, computer, insurance, travel, legal and payroll; and with the preparation and mailing of reports and other communications to the Limited Partners. Continued KRUPP REALTY LIMITED PARTNERSHIP-V AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued E. Related Party Transactions - Continued Amounts accrued or paid to the General Partners or their affiliates during the years ended December 31, 1996, 1995 and 1994 are as follows: 1996 1995 1994 Property management fees $442,295 $512,462 $438,049 Expense reimbursements 288,226 267,147 435,467 Charged to operations $730,521 $779,609 $873,516 Due to affiliates consists of the following as of December 31, 1996 and 1995: 1996 1995 Expense reimbursements $ 26,480 $ 34,327 F.Legal Proceeding The Partnership is a defendant in a class action suit related to the practice of giving discounts for the early or timely payments of rent at Park Place and Marine Terrace. The central issue of the complaint is whether the operative lease violated a Chicago municipal ordinance relating to late fee charges because it allowed tenants a discount if rent was paid on or before the first of the month. The allegation was that, notwithstanding the stated rental rate and printed discount, the practice represented an unlawful means of exacting late fee charges. In addition to seeking damages for any "forfeited" discounts, plaintiffs seek statutory damages of two months rent per lease violation and reasonable attorneys' fees. To be eligible for such damages plaintiffs must prove that defendants deliberately used a provision prohibited by the ordinance. During 1994, the Court ruled in favor of the defendants and accepted the Partnership's Motion to Dismiss the Plaintiff's Third Amended Complaint. The plaintiffs filed an appeal with the Appellate Court of Illinois, First District. During 1996, the decision was reversed on appeal and the case remanded to trial court for further proceedings. The defendants intend to vigorously defend this case. However, management believes that it is probable that an unfavorable outcome related to the discounts allowed and late fees collected will result. Accordingly, the Partnership has recorded a provision of $168,474, representing its share of the discounts and late fees, in the 1996 consolidated financial statements. The ultimate outcome of the potential punitive damages award related to this litigation, including an estimate of potential loss, cannot presently be determined. Continued KRUPP REALTY LIMITED PARTNERSHIP-V AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued G.Partners' Deficit Under the terms of the Partnership Agreement, losses from operations are allocated 99% to the Investor Limited Partners and 1% to the General Partners and profits from operations are allocated 93% to the Investor Limited Partners, 6% to the Original Limited Partner and 1% to the General Partners until such time that the Investor Limited Partners have received a return of their total invested capital plus a 9% per annum cumulative return thereon and thereafter, 65% to the Investor Limited Partners, 28% to the Original Limited Partner and 7% to the General Partners. Profits or losses from Capital Transactions are allocated in accordance with the Partnership Agreement. Under the Partnership Agreement, cash distributions are made on the same basis as the allocations of profits described above. Pursuant to the Partnership Agreement, proceeds from Capital Transactions shall first be applied to the payment of all debts and liabilities of the Partnership and second to fund reserves for contingent liabilities. The remaining net cash proceeds shall then be distributed in accordance with the Partnership Agreement. As of December 31, 1996 the following cumulative partner contributions and allocations have been made since inception of the Partnership: Investor Original Limited Limited General Partners Partner Partners Total Capital contributions $ 35,200,000 $4,000 $ 1,000 $ 35,205,000 Syndication costs (4,501,000) - - (4,501,000) Distributions (4,803,303) (296,898) (49,482) (5,149,683) Net gains on capital transactions 6,674,964 - 67,424 6,742,388 Net income (loss) before capital transactions (39,942,830) 12,940 (403,331) (40,333,221) Balance at December 31, 1996 $ (7,372,169)$(279,958)$(384,389)$ (8,036,516) H. Future Base Rents Due Under Commercial Operating Leases Future base rent receivable under commercial operating leases for the years 1997 through 2001 is as follows: 1997 $ 120,388 1998 97,216 1999 93,784 2000 79,071 2001 66,885 Thereafter 57,912 Continued KRUPP REALTY LIMITED PARTNERSHIP-V AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued I.Real Estate Taxes During the third quarter of 1996, the Partnership successfully petitioned for the reassessment of prior years' real estate taxes on Park Place Apartments. The Partnership received tax refunds toward the 1986, 1987, 1988 and 1990 real estate taxes totaling approximately $325,000, which is reflected as a reduction in the 1996 real estate tax expense. J.Federal Income Taxes For federal income tax purposes, the Partnership is depreciating property using the Accelerated Cost Recovery System ("ACRS") and the Modified Accelerated Cost Recovery System ("MACRS") depending on which is applicable. The reconciliation of the net income (loss) reported in the accompanying Consolidated Statement of Operations with the net income (loss) reported in the Partnership's federal income tax return for the years ended December 31, 1996, 1995 and 1994 is as follows: 1996 1995 1994 Net income (loss) per Consolidated Statement of Operations $ (119,075) $2,377,197 $(1,450,214) Difference between book and tax depreciation (30,155) 540 5,917 Difference between book and tax gain on sale of property - 962,454 - Difference between book and tax legal adjustment 168,474 - - Net income (loss) for federal income tax purposes $ 19,244 $3,340,191 $(1,444,297) The allocation of the net loss for federal income tax purposes for 1996 is as follows: Portfolio Passive Income Loss Total General Partners $ 1,682 $ (1,489) $ 193 Original Limited Partner - - - Investor Limited Partners 166,508 (147,457) 19,051 $ 168,190 $ (148,946)$ 19,244 During the years ended December 31, 1996, 1995 and 1994 the per Unit net income (loss) to the Investor Limited Partners for federal income tax purposes were $.54, $93.94 and ($40.62), respectively. The basis of the Partnership's assets for financial reporting purposes exceeded its tax basis by approximately $8,400,000 and $8,300,000 at December 31, 1996 and 1995, respectively. The basis of the Partnership's liabilities for financial reporting purposes exceeded its tax basis by approximately $168,000 and $0 at December 31, 1996 and 1995, respectively.