U N I T E D S T A T E S
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESx
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
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 0-14393
Krupp Cash Plus Limited Partnership
(Exact name of registrant as specified in its charter)
Massachusetts 04-2865878
(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
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Depositary Receipts representing Units of Investor Limited Partner
Interests
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 X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ].
Aggregate market value of voting securities held by non-affiliates: Not
applicable, since securities are nonvoting.
Documents incorporated by reference: Part IV Item 14
The exhibit index is located on pages 10-12.
PART I
ITEM 1. BUSINESS
Krupp Cash Plus Limited Partnership (the "Partnership") was formed on
April 30, 1985 by filing a Certificate of Limited Partnership in The
Commonwealth of Massachusetts. The Krupp Corporation and The Krupp
Company Limited Partnership-IV are the General Partners of the
Partnership. Krupp Depositary Corporation is the Corporate Limited
Partner. For details, see Note A to Financial Statements included in Item
8 (Appendix A) of this report.
On July 12, 1986 the Partnership commenced the marketing and sale of
4,000,000 units of Depositary Receipts ("Units") for a maximum offering of
$80,000,000. The Partnership raised $79,934,364 from its public offering.
The Partnership invested the net proceeds from the offering in a portfolio
of unleveraged real estate (see Item 2 - Properties) and mortgage backed
securities ("MBS") issued by the Government National Mortgage Association
("GNMA") or the Federal Home Loan Mortgage Corporation ("FHLMC") (see Note
D to Financial Statements, included in Item 8 (Appendix A) to this
report). The Partnership considers itself to be engaged only in the
industry segment of investment in real estate and related assets.
The Partnership's real estate investments are subject to some seasonal
fluctuations, resulting from changes in utility consumption, seasonal
maintenance expenditures and changes in retail rental income based on the
percentage of tenant gross receipts. However, the future performance of
the Partnership will depend upon factors which cannot be predicted. Such
factors include general economic and real estate market conditions, both
on a national basis and in those areas where the Partnership's real estate
investments are located, the credit worthiness of GNMA and FHLMC, interest
rates, real estate taxes, operating expenses, energy costs, government
regulations and federal and state income tax laws. The requirements for
compliance with federal, state and local regulations to date have not had
an adverse effect on the Partnership's operations, and no adverse effect
therefrom is anticipated in the future.
The Partnership's investments in real estate are also subject to such
risks as (i) competition from existing and future projects held by other
owners in the locations of the Partnership's properties, (ii) possible
reduction in rental income due to an inability to maintain high occupancy
levels, the financial failure of a tenant or the inability of retail
tenants to achieve gross sales at a level sufficient to provide for
additional rental income based on a percentage of sales, (iii) possible
adverse changes in general economic and local conditions, such as
competitive over-building, increases in unemployment or adverse changes in
real estate zoning laws, and (iv) other circumstances over which the
Partnership may have little or no control.
As of December 31, 1995, there were 6 full and part-time on-site personnel
employed by the Partnership.
ITEM 2. PROPERTIES
As of December 31, 1995, the Partnership had unleveraged investments in
three retail centers containing an aggregate of 613,929 square feet of
leasable area. Additional detailed information with respect to individual
properties can be found in Schedule III included in Appendix A of this
report.
A summary of the Partnership's real estate investments is presented below.
Average Occupancy
Current For Year Ended
Year of Leasable December 31,
Description Acquisition Square Footage 1995 1994 1993 1992 1991
Retail Centers
Luria's Plaza
Vero Beach, Florida 1985 156,526 97% 97% 74% 82% 82%
High Point National
Furniture Mart
High Point,
North Carolina 1986 242,124 100% 99% 100% 99% 97%
Tradewinds Shopping
Center
Hanover Park,
Illinois 1986 215,279 93% 92% 89% 89% 79%
There were no tenants at any of the properties occupying 10% or more of
the Partnership's leasable space as of December 31, 1995.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the Partnership
is a party.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
There is no public market for the Units and it is not anticipated that any
such public market will develop. The transfer of Units is subject to
certain limitations contained in the Partnership Agreement.
The number of Investor Limited Partners ("Unitholders") as of December 31,
1995 was approximately 5,400.
The Partnership has made the following distributions to its Partners
during the years ended December 31, 1995 and 1994.
Year Ended December 31,
1995 1994
Amount Per Unit Amount Per Unit
Limited Partners:
Unitholders
(4,000,000 Units) $2,185,519 $.55 $2,189,926 $.54
Corporate Limited Partner
(100 Units) 55 $.55 54 $.54
General Partners 47,657 (13,174)
$2,233,231 $2,176,806
One of the objectives of the Partnership is to make partially tax
sheltered distributions of cash flow generated by the Partnership's
properties and MBS. However, there is no assurance that future operations
will continue to generate sufficient cash to maintain the current level of
distributions and to provide sufficient liquidity for the Partnership.
The Partnership pays an approximate $.14 per Unit per quarter distribution
to its investors.
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected financial information
regarding the
Partnership's financial position and operating results. This information
should be
read in conjunction with Management's Discussion and Analysis of Financial
Condition
and Results of Operations and the Financial Statements and Supplementary
Data which
are included in Items 7 and 8 (Appendix A) of this report, respectively.
1995 1994 1993 1992 1991
Total revenue $ 6,437,319 $ 6,040,901 $ 5,943,882 $ 6,027,514 $6,105,605
Net income 1,423,555 951,907 1,321,637 1,311,674 1,506,460
Net income allocated
to Partners:
Unitholders 1,395,049 932,846 1,295,173 1,285,409 1,476,294
Per Unit .35 .23 .32 .32 .37
Corporate Limited
Partner 35 23 32 32 37
General Partners 28,471 19,038 26,432 26,233 30,129
Total assets at
December 31 38,718,523 39,906,159 41,984,742 42,683,188 44,330,565
Distributions to Partners:
Unitholders 2,185,519 2,189,926 2,911,583 2,915,681 3,640,410
Per Unit (a) .55 .54 .73 .73 .91
Corporate Limited
Partner 55 54 73 73 91
General Partners 47,657 (13,174) 17,636 49,174 55,478
(a) During 1995, 1994, 1993, 1992 and 1991, the average per Unit
return of capital to the Unitholders was $0, $.11, $.68, $.07
and $.21, respectively
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Liquidity and Capital Resources
The Partnership's ability to generate cash adequate to meet its needs is
dependent primarily upon the operations of its real estate investments.
Liquidity is also generated by the MBS portfolio. The Partnership holds
MBS that are guaranteed by GNMA and FHLMC. The principal risks in respect
of MBS are the credit worthiness of GNMA and FHLMC and the risk that the
current value of any MBS may decline as a result of changes in market
interest rates. The General Partners believe that the risk is minimal
due to the fact that the Partnership has the ability to hold these
securities to maturity. The Partnership's sources of future liquidity
will be used for payment of expenses related to real estate operations,
capital expenditures including tenant build-outs to secure quality
tenants, and other administrative expenses. Cash Flow, if any, as
calculated under Section 17 of the Partnership Agreement will then be
available for distribution to the Partners.
The Partnership's retail centers continue to have a relatively consistent
level of operating results. However, to attain these results, management
has found it necessary to fund a significant portion of tenant build-outs
to secure quality tenants in the Partnership's retail centers.
The Partnership has ongoing improvements which are necessary at Highpoint
National Furniture Mart to reconfigure space for new tenants and comply
with present building code standards. During 1995, two floors of the
building were renovated. The remaining improvements at High Point are
anticipated to be completed in 1996. The refurbished show-room spaces
have enabled the Partnership to command higher rents.
Management is currently evaluating leasing issues at Tradewinds. One
17,770 square foot tenant's lease will be terminated in 1996. Management
is working on finding a new tenant for this space and is negotiating with
one of the anchor tenants in regards to a possible expansion in 1996. The
cost of the expansion would be split between the Partnership and the
tenant. In 1995, the facade at Tradewinds was completely renovated in
order to remain competitive against newer centers.
In order to continue to fund the capital improvements noted above, the
General Partners have determined that retaining the current annualized
distribution rate of approximately $0.55 per Unit will allow the
Partnership to maintain adequate reserves to fund the necessary capital
improvements.
Distributable Cash Flow and Net Cash Proceeds from Capital Transactions
Shown below is the calculation of Distributable Cash Flow and Net Cash
Proceeds from Capital Transactions as defined by Section 17 of the
Partnership Agreement, and the source of cash distributions for the year
ended December 31, 1995 and from the Partnership's inception through
December 31, 1995. The General Partners provide certain of the
information below to meet requirements of the Partnership Agreement and
because they believe that it is an appropriate supplemental measure of
operating performance. However, Distributable Cash Flow and Net Cash
Proceeds From Capital Transactions should not be considered by the reader
as a substitute to net income, as an indicator of the Partnership's
operating performance or to cash flows as a measure of liquidity.
(In $1,000's except per Unit amounts)
For the Year Inception to
Ended December 31, December 31,
1995 1995
Distributable Cash Flow:
Net income for tax purposes $ 1,834 $ 21,940
Items not requiring or (not providing)
the use of operating funds:
Tax basis depreciation and amortization 1,681 16,508
Interest income on note receivable - (371)
Gain on sale of assets - (1,686)
Additions to fixed assets (1,096) (7,900)
Cash from vacancy guarantee on
Luria's Plaza - 873
Fixed asset additions funded from cash
reserves - 865
Operating reserve for fixed asset
additions - (1,070)
Total Distributable Cash Flow ("DCF") $ 2,419 $ 29,159
Limited Partners' Share of DCF $ 2,371 $ 28,575
Limited Partners' Share of DCF per Unit $ .59 $ 7.14
General Partners' Share of DCF $ 48 $ 583
Net Proceeds from Capital Transactions:
Principal collections on MBS, net $ 576 $ 14,453
Proceeds from sale of MBS - 19,018
Net proceeds from sale of property
including interest on mortgage
note receivable - 1,208
Mortgage note - 7,150
Reinvestment of MBS principal
collections - (16,141)
Total Net Proceeds from Capital
Transactions $ 576 $ 25,688
Distributions:
Limited Partners $ 2,205(a) $ 53,797(a)(c)
Limited Partners' Average per Unit $ .55(a) $ 13.45(a)(b)(c)
General Partners $ 47(a) $ 582(a)(b)
Total Distributions $ 2,252(a) $ 54,379(b)
(a) Includes an estimate of the distribution to be paid in February
1996.
(b) Includes a $7,150,000 note which was distributed from the
Partnership to the Evergreen Plaza Note-Holding Trust whose
beneficiaries were the Partnership's Unitholders on record on May
31, 1990.
(c) Limited Partners' average per Unit return of capital as of February
1996 is $6.31 [$13.45 - $7.14].
Operations
1995 Compared to 1994
The Partnership experienced increased rental revenue during 1995 as
compared to 1994. The renovations at High Point have enabled the
Partnership to receive higher rents from the refurbished floors. The
renovated and expanded Cobb Theater, a major tenant located at Luria's
Plaza, was reopened in February 1994 with six new screens. The theater
expansion has attracted new tenants and enabled the center to maintain
high occupancy and command higher rents and lease renewals.
MBS interest income decreased in 1995 as compared to 1994 due to lower
average MBS balances in 1995 versus 1994 caused by principal repayments.
Interest income on short term investments increased during this same
period due to higher average cash balances.
Operating and general and administrative expenses decreased in 1995 as
compared to 1994 due to management's efforts to reduce reimbursable
operating costs. Also, operating expenses decreased in 1995 as compared
to 1994 due to decreases in payroll and insurance expense as a result of a
favorable claim history.
Real estate taxes decreased in 1995 as compared to 1994 due to refunds
received for prior year's real estate taxes at Tradewinds and a decrease
in the property's assessed value. These decreases were partially offset
by an increase in the taxes at Luria's Plaza due to an increase in the
assessed value of the property following the theater expansion.
Management fees increased in 1995 as compared to 1994 due to higher rental
income being generated by the three properties.
Depreciation expense increased in conjunction with the fixed asset
expenditures in 1995 and 1994.
1994 Compared to 1993
The Partnership experienced increased rental revenues during 1994 as
compared to 1993. The renovations at High Point enabled the Partnership
to command higher rents and secure quality tenants. The expanded theater
at Luria's opened in February 1994 and has had a positive impact on
occupancy. Occupancy increased at Luria's from 74% at December 31, 1993
to 97% at December 31, 1994. In addition to the theater expansion, all
the buildings at Luria's were painted to match the theater. This has
enhanced the attractiveness of the property. In spite of competition by
new centers, Tradewinds also experienced a slight increase in revenues
over 1993.
MBS interest income decreased during 1994 as compared to 1993 as a result
of lower average balances caused by scheduled and prepaid principal
collections on the MBS portfolio.
Operating expenses increased in 1994 as compared to 1993 due to
significant snow removal at Tradewinds, roof repairs, and air conditioner
repairs in 1994. Also, the enlarged theater at Luria's required
additional security.
Operating expenses for 1993 are low as they include a utility refund of
$35,000.
Real estate taxes increased in 1994 as compared to 1993 as a result of tax
refunds received in 1993 of $83,000.
Depreciation increased in conjunction with the increase in fixed asset
expenditures in 1993 and 1994.
General
In accordance with Financial Accounting Standards 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 significant
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
significantly impaired.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Appendix A to this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None. PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Partnership has no directors or executive officers. Information as to
the directors and executive officers of The Krupp Corporation, which is a
General Partner of both the Partnership and The Krupp Company Limited
Partnership-IV (the other General Partner of the Partnership) is as
follows:
Position with
Name and Age The Krupp Corporation
Douglas Krupp (49) Co-Chairman of the Board
George Krupp (51) Co-Chairman of the Board
Laurence Gerber (39) President
Robert A. Barrows (38) Senior Vice President and
Corporate Controller
Douglas Krupp is Co-Chairman and Co-Founder of The Berkshire Group.
Established in 1969 as the Krupp Companies, this real estate-based firm
expanded over the years within its areas of expertise including investment
program sponsorship, property and asset management, mortgage banking,
healthcare facility ownership and the management of the Company. Today,
The Berkshire Group is an integrated real estate, mortgage and healthcare
company
which is headquartered in Boston with regional offices throughout the
country. A staff of approximately 3,400 are responsible for the more than
$4 billion under management for institutional and individual clients. Mr.
Krupp is a graduate of Bryant College. In 1989 he received an honorary
Doctor of Science in Business Administration from this institution and was
elected trustee in 1990. Mr. Krupp is Chairman of the Board and a Director
of Berkshire Realty Company, Inc. (NYSE-BRI). George Krupp is Douglas
Krupp's brother.
George Krupp is the Co-Chairman and Co-Founder of The Berkshire Group.
Established in 1969 as the Krupp Companies, this real estate-based firm
expanded over the years within its areas of expertise including investment
program sponsorship, property and asset management, mortgage banking and
healthcare facility ownership. Today, The Berkshire Group is an
integrated real estate, mortgage and healthcare company which is
headquartered in Boston with regional offices throughout the country. A
staff of approximately 3,400 are responsible for more than $4 billion
under management for institutional and individual clients. Mr. Krupp
attended the University of Pennsylvania and Harvard University. Mr. Krupp
also serves as Chairman of the Board and Trustee of Krupp Government
Income Trust and as Chairman of the Board and Trustee of Krupp Government
Income Trust II.
Laurence Gerber is the President and Chief Executive Officer of The
Berkshire Group. Prior to becoming President and Chief Executive Officer
in 1991, Mr. Gerber held various positions with The Berkshire Group which
included overall responsibility at various times for: strategic planning
and product development, real estate acquisitions, corporate finance,
mortgage banking, syndication and marketing. Before joining The Berkshire
Group in 1984, he was a management consultant with Bain & Company, a
national consulting firm headquartered in Boston. Prior to that, he was a
senior tax accountant with Arthur Andersen & Co., an international
accounting and consulting firm. Mr. Gerber has a B.S. degree in Economics
from the University of Pennsylvania, Wharton School and an M.B.A. degree
with high distinction from Harvard Business School. He is a Certified
Public Accountant. Mr. Gerber also serves as President and Director of
Berkshire Realty Company, Inc. (NYSE-BRI) and President and Trustee of
Krupp Government Income Trust and President and Trustee of Krupp
Government Income Trust II.
Robert A. Barrows is Senior Vice President and Chief Financial Officer
of Berkshire Mortgage Finance and Corporate Controller of The Berkshire
Group. Mr. Barrows has held several positions within The Berkshire Group
since joining the company in 1983 and is currently responsible for
accounting and financial reporting, treasury, tax, payroll and office
administrative activities. Prior to joining The Berkshire Group, he was
an audit supervisor for Coopers & Lybrand L.L.P. in Boston. He received
a B.S. degree from Boston College and is a Certified Public Accountant.
ITEM 11. EXECUTIVE COMPENSATION
The Partnership has no directors or executive officers.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of December 31, 1995, no person of record owned or was known by the
General Partners to own beneficially more than 5% of the Partnership's
4,000,100 outstanding Units. The only interests held by management or its
affiliates consist of its General Partner and Corporate Limited Partner
Interests.
PART IV
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Partnership does not have any directors, executive officers or
nominees for election as director. Additionally, as of December 31, 1995,
no person of record owned or was known by the General Partners to own
beneficially more than 5% of the Partnership's outstanding Units.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K
(a) 1. Financial Statements - see Index to Financial Statements
and Schedule included under Item 8, Appendix A, on page
F-2 of this report.
2. Financial Statement Schedule - see Index to Financial
Statements and Schedules included under Item 8, Appendix
A, on page F-2 of this report. All other schedules are
omitted as they are not applicable, not required or the
information is provided in the Financial Statements or the
Notes thereto.
(b) Exhibits:
Number and Description
under Regulation S-K
The following reflects all applicable exhibits required under Item 601
of Regulation S-K:
(4) Instruments defining the rights of security
holders including indentures:
(4.1) Amended Agreement of Limited Partnership dated as
of July 3, 1985 [Exhibit A to Prospectus included
in Amendment No. 1 of Registrant's Registration
Statement on Form S-11 (File 2-97467)].*
(4.2) 13th Amendment of Certificate of Limited
Partnership filed with the Massachusetts Secretary
of State on March 14, 1986. [Exhibit 4.2 to
Registrant's Report on Form 10-K for the year
ended December 31, 1985 (File 2-97467)].*
(10) Material Contracts:
Luria's Plaza
(10.1) Purchase and Sale Agreement, dated August 27,
1985, between Douglas Krupp and Florida Vero Beach
Ltd., Altman/Ranzau & Associates No. II, Northwest
Military Associates Joint Venture, and
Lockhill-Selma Associates Joint Venture and
related
exhibits [Exhibit 1 to Registrant's Report on Form
8-K dated October 31, 1985 (File No. 2-97467)].*
(10.2) Assignment of Purchase and Sale Agreement from
Douglas Krupp to VB Holding Company [Exhibit 2 to
Registrant's Report on Form 8-K dated October 31,
1985 (File No. 2-97467)].*
(10.3) Special Warranty Deed between Florida Vero Beach
Ltd. and VB Holding Company dated September 12,
1985 [Exhibit 3 to Registrant's Report on Form 8-K
dated October 31, 1985 (File No. 2-97467)].*
(10.4) Special Warranty Deed between VB Holding Company
and George Krupp and Douglas Krupp dated September
13, 1985 [Exhibit 4 to Registrant's Report on Form
8-K dated October 31, 1985 (File No. 2-97467)].*
(10.5) Special Warranty Deed between George Krupp and
Douglas Krupp and Krupp Cash Plus Limited
Partnership dated November 1, 1985 [Exhibit 5 to
Registrant's Report on Form 8-K dated October 31,
1985 (File No. 2-97467)].*
(10.6) Management Agreement dated November 1, 1985
between Krupp Cash Plus Limited Partnership, as
Owner and Krupp Asset Management Company, now
known as Berkshire Property Management ("BPM"), as
Agent [Exhibit 6 to Registrant's Report on Form
8-K dated October 31, 1985 (File No. 2-97467)].*
(10.7) Ground Lease Agreement dated September 16, 1987
between Krupp Cash Plus Limited Partnership, as
Lessee and Donald G. Robinson, Sr., Ruth M.
Robinson, Donald G. Robinson, Jr. and Lisa H.
Robinson, collectively as Lessor. [Exhibit 10.7
to Registrant's Report on Form 10-K for the fiscal
year ended December 31, 1987 (File No. 0-14393)].*
(10.8) Purchase and Sale Agreement between VB Holding
Company and Gilbert Bieger dated September 21,
1993 [exhibit 10.8 to Registrant's report on Form
10-K for the fiscal year ended December 31, 1993
(File No. 0-14393)].*
High Point National Furniture Mart
(10.9) Purchase and Sale Agreement, dated April 25, 1986
between Douglas Krupp on behalf of himself and
others and Byron Investments, Inc. [Exhibit 1(c)
to Registrant's Report on Form 8-K dated May 16,
1986 (File No. 2-97467)].*
(10.10) Assignment of Purchase and Sale Agreement from
Douglas Krupp to Krupp Cash Plus Limited
Partnership [Exhibit 2(c) to Registrant's Report
on
Form 8-K dated May 16, 1986 (File No. 2-97467)].*
(10.11) North Carolina Special Warranty Deed from Byron
Investments, Inc. to Krupp Cash Plus Limited
Partnership [Exhibit 3(c) to Registrant's Report
on Form 8-K dated May 16, 1986 (File No. 2-
97467)].*
(10.12) Management Agreement dated May 16, 1986 between
Krupp Cash Plus Limited Partnership, as Owner and
BPM, as Agent [Exhibit 10.14 to Registrant's
Report on Form 10-K dated December 31, 1986 (File
No. 0-14393)].*
Tradewinds Shopping Center
(10.13) Purchase and Sale Agreement dated May 16, 1986
between Douglas Krupp on behalf of himself and
others and Ronald J. Benach and Stewart L. Grill,
as liquidating agents under a Liquidating Trust
Agreement dated May 15, 1986 [Exhibit 1(c) to
Registrant's Report on Form 8-K dated May 30, 1986
(File No. 2-97467)].*
(10.14) Assignment of Purchase and Sale Agreement from
Douglas Krupp to Krupp Cash Plus Limited
Partnership dated May 27, 1986. [Exhibit 2(c) to
Registrant's Report on Form 8-K dated May 30, 1986
(File No. 2-97467)].*
(10.15) Trustee's Deed dated May 27, 1986 from First Bank
of Oak Park to Krupp Cash Plus Limited Partnership
[Exhibit 3(c) to Registrant's Report on Form 8-K
dated May 30, 1986 (File No. 2-97467)].*
(10.16) Management Agreement dated September 1, 1986
between Krupp Cash Plus Limited Partnership, as
Owner and BPM, as Agent. [Exhibit 10.18 to
Registrant's Report on Form 10-K dated December
31, 1986 (File No. 0-14393)].*
* Incorporated by reference.
(c) Reports on Form 8-K
None
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 21st day of March, 1996.
KRUPP CASH PLUS LIMITED PARTNERSHIP
By: The Krupp Corporation,
a General Partner
By: /s/Douglas Krupp
Douglas Krupp, Co-Chairman
(Principal Executive Officer) and
Director of The Krupp Corporation
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 and in the capacities indicated, on the 21st day of
March, 1996.
Signatures Titles
/s/ Douglas Krupp Co-Chairman (Principal Executive
Douglas Krupp Officer) and Director of The Krupp
Corporation (a General Partner of the
Registrant)
/s/ George Krupp Co-Chairman (Principal Executive
George Krupp Officer) and Director of The Krupp
Corporation (a General Partner of the
Registrant)
/s/ Laurence Gerber President of The Krupp Corporation (a
Laurence Gerber General Partner of the Registrant)
/s/Robert A. Barrows Senior Vice President and Corporate
Robert A. Barrows Controller of The Krupp Corporation (a
General Partner of the Registrant)
APPENDIX A
KRUPP CASH PLUS LIMITED PARTNERSHIP
FINANCIAL STATEMENTS AND SCHEDULES
ITEM 8 of FORM 10-K
ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION
For the Year Ended December 31, 1995
KRUPP CASH PLUS LIMITED PARTNERSHIP
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
Report of Independent Accountants F-3
Balance Sheets at December 31, 1995 and 1994 F-4
Statements of Operations for the Years Ended December 31,
1995, 1994 and 1993 F-5
Statements of Changes in Partners' Equity for the Years
Ended December 31, 1995, 1994 and 1993 F-6
Statements of Cash Flows for the Years Ended December 31,
1995, 1994 and 1993 F-7
Notes to Financial Statements F-8 - F-12
Schedule III - Real Estate and Accumulated Depreciation F-13 - F-14
All other schedules are omitted as they are not applicable or not
required, or the information is provided in the financial statements or
the notes thereto.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
Krupp Cash Plus Limited Partnership:
We have audited the financial statements and the financial
statement schedule of Krupp Cash Plus Limited Partnership (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 financial statement
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 financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall 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 financial position of Krupp
Cash Plus Limited Partnership as of December 31, 1995 and 1994, and the
results of its operations and its cash flows for each of the three years
in the period ended December 31, 1995 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
February 14, 1996
KRUPP CASH PLUS LIMITED PARTNERSHIP
BALANCE SHEETS
December 31, 1995 and 1994
ASSETS
1995 1994
Real estate assets:
Retail centers, net of accumulated depreciation
of $15,298,268 and $13,258,690, respectively $30,082,471 $31,025,555
Mortgage-backed securities ("MBS") (market
value of approximately $5,435,000 and
$5,667,000, respectively) (Note D) 5,151,696 5,727,728
Total real estate assets 35,234,167 36,753,283
Cash and cash equivalents (Note C) 2,841,353 2,319,369
Other assets 643,003 833,507
Total assets $38,718,523 $39,906,159
LIABILITIES AND PARTNERS' EQUITY
Accounts payable $ 6,428 $ 358,180
Accrued expenses and other liabilities (Note E) 824,812 851,020
Total liabilities 831,240 1,209,200
Commitments (Note I)
Partners' equity (deficit) (Note F):
Limited Partners (4,000,000
Units outstanding) 38,032,296 38,822,766
Corporate Limited Partner (100
Units outstanding) 1,180 1,200
General Partners (146,193) (127,007)
Total Partners' equity 37,887,283 38,696,959
Total liabilities and Partners' equity $38,718,523 $39,906,159
The accompanying notes are an integral
part of the financial statements.
KRUPP CASH PLUS LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1995, 1994 and 1993
1995 1994 1993
Revenue:
Rental (Note H) $5,780,035 $5,427,900 $5,134,166
Interest income - MBS (Note D) 462,811 523,950 745,347
Interest income - other 194,473 89,051 64,369
Total revenue 6,437,319 6,040,901 5,943,882
Expenses:
Operating (Notes G and I) 1,125,111 1,262,429 1,201,304
Maintenance 296,396 292,360 262,813
General and administrative
(Note G) 195,933 256,114 285,301
Real estate taxes 1,051,596 1,084,690 986,962
Management fees to an affiliate
(Note G) 305,150 259,141 247,795
Depreciation 2,039,578 1,934,260 1,638,070
Total expenses 5,013,764 5,088,994 4,622,245
Net income (Note J) $1,423,555 $ 951,907 $1,321,637
Allocation of net income (Note F):
Unitholders (4,000,000
Units outstanding) $1,395,049 $ 932,846 $1,295,173
Net income per Unit of
Depositary Receipt $ .35 $ .23 $ .32
Corporate Limited Partner
(100 Units outstanding) $ 35 $ 23 $ 32
General Partners $ 28,471 $ 19,038 $ 26,432
The accompanying notes are an integral
part of the financial statements.
KRUPP CASH PLUS LIMITED PARTNERSHIP
STATEMENTS OF CHANGES IN PARTNERS' EQUITY
For the Years Ended December 31, 1995, 1994 and 1993
Corporate
Limited General Partners'
Unitholders Partner Partners Equity
Balance at December 31, 1992 $41,696,256 $1,272 $(168,015) $41,529,513
Cash distributions (2,911,583) (73) (17,636) (2,929,292)
Net income 1,295,173 32 26,432 1,321,637
Balance at December 31, 1993 40,079,846 1,231 (159,219) 39,921,858
Cash distributions (2,189,926) (54) 13,174 (2,176,806)
Net income 932,846 23 19,038 951,907
Balance at December 31, 1994 38,822,766 1,200 (127,007) 38,696,959
Cash distributions (2,185,519) (55) (47,657) (2,233,231)
Net income 1,395,049 35 28,471 1,423,555
Balance at December 31, 1995 $38,032,296 $1,180 $(146,193) $37,887,283
The accompanying notes are an integral
part of the financial statements.
KRUPP CASH PLUS LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1995, 1994 and 1993
1995
1994 1993
Operating activities:
Net income $ 1,423,555 $ 951,907 $ 1,321,637
Adjustments to reconcile net
income to net cash provided by
operating activities:
Depreciation 2,039,578 1,934,260 1,638,070
Amortization of MBS premium 1,972 2,094 5,670
Decrease in cash restricted for
tenant security deposits - - 51,923
Decrease (increase) in other
assets 190,504 (21,097) 72,657
Increase (decrease) in accounts
payable (4,127) (814) 31,953
Decrease in accrued expenses
and other liabilities (26,208) (32,516) (193,753)
Net cash provided by operating
activities 3,625,274 2,833,834 2,928,157
Investing activities:
Additions to fixed assets (1,096,494) (1,037,705) (3,265,158)
Increase (decrease) in accounts
payable for fixed asset (347,625) (820,354) 1,071,009
additions
Principal collections on MBS 574,060 1,622,946 2,710,253
Net cash provided by (used in)
investing activities (870,059) (235,113) 516,104
Financing activity:
Cash distributions (2,233,231) (2,176,806) (2,929,292)
Net increase in cash and cash
equivalents 521,984 421,915 514,969
Cash and cash equivalents,
beginning of year 2,319,369 1,897,454 1,382,485
Cash and cash equivalents,
end of year $ 2,841,353 $ 2,319,369 $ 1,897,454
The accompanying notes are an integral
part of the financial statements.
KRUPP CASH PLUS LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
A. Organization
Krupp Cash Plus Limited Partnership (the "Partnership") was
formed on April 30, 1985 by filing a Certificate of Limited
Partnership in The Commonwealth of Massachusetts. The
Partnership has issued all of the General Partners Interest to
The Krupp Corporation and The Krupp Company Limited
Partnership-IV in exchange for capital contributions
aggregating $3,000. Except under certain limited circumstances
upon termination of the Partnership, the General Partners are
not required to make any additional capital contributions. The
Partnership will continue to exist until December 31, 2025,
unless earlier terminated upon occurrence of certain events as
set forth in the Partnership Agreement.
The Partnership has issued 100 Limited Partner Interests to the
Corporate Limited Partner, Krupp Depositary Corporation (the
"Depositary"/"Corporate Limited Partner") in exchange for a
capital contribution of $2,000. The Partnership also issued an
additional 4,000,000 Limited Partner Interests to the Corporate
Limited Partner, who, in turn, issued Depositary Receipts
("Units") to the investors and has assigned all of its rights
and interest in the Limited Partner Interests (except for its
$2,000 Limited Partners Interest) to the holders of Depositary
Receipts ("Unitholders"). As of March 14, 1986, the
Partnership completed its public offering having sold 4,000,000
Units for $79,934,364, net of purchase volume discounts of
$65,636.
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).
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 and disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amount of revenues and
expenses during the reporting period. Actual results could
differ from those estimates.
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
equivalents 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. Leases
generally contain provisions for additional rent based on a
percentage of tenant sales and other provisions which are
also recorded on the accrual basis, but are billed in
arrears. Minimum rental revenue for long term commercial
leases is recognized on a straight-line basis over the life
of the related lease.
Leasing Commissions
Leasing commissions are deferred and amortized over the life
of the related lease.
Depreciation
Depreciation is provided for by the use of the straight-line
method over estimated useful lives as follows:
Buildings and improvements 3 to 25 years
Appliances, carpeting and equipment 3 to 5 years
Impairment of Long-Lived Assets
In accordance with Financial Accounting Standards 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 significant 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 significantly impaired.
Mortgage-Backed Securities
MBS are held for long-term investment and are carried at
amortized cost. Premiums and discounts are amortized over
the life of the underlying securities using the effective
yield method. The market value of MBS is determined based
on quoted market prices.
Income Taxes
The Partnership is not liable for federal or state income
taxes as Partnership income 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 Partnership taxable income, such change will be
reported to the partners.
Reclassifications
Certain prior year balances have been reclassified to
conform with the current year financial statement
presentation.
C. Cash and Cash Equivalents
Cash and cash equivalents at December 31, 1995 and 1994 consist
of the following:
December 31,
1995 1994
Cash and money market accounts $ 613,930 $ 537,900
Commercial paper 1,731,200 1,781,469
Bankers' acceptance 496,223 -
$2,841,353 $2,319,369
At December 31, 1995, commercial paper and bankers acceptance
represent corporate issues complying with Section 6.2(a) of the
Partnership Agreement purchased through a corporate issuer
maturing in the first quarter of 1996. At December 31, 1995,
the carrying value of the Partnership's investment in both
commercial paper and bankers' acceptance approximates fair
value.
D. Mortgage-Backed Securities
At December 31, 1995, the Partnership's MBS Portfolio has a
market value of approximately $5,435,200 with unrealized gains
of approximately $283,500 and no unrealized losses. At
December 31, 1994, the Partnership's MBS Portfolio had an
approximate market value of approximately $5,667,200 with
unrealized gains of approximately $6,200 and unrealized losses
of approximately $66,700. The Portfolio consists of Federal
Home Loan Mortgage Corporation holdings with coupon rates
ranging from 8.5% to 9.0% per annum maturing in the years 2008
through 2009, and Government National Mortgage Association
holdings with coupon rates of 8.5% per annum maturing in the
years 2008 through 2017. The Partnership has the intention and
ability to hold the MBS and until maturity.
E. Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities consist of the following
at December 31, 1995 and 1994:
1995 1994
Accrued real estate taxes $685,370 $721,200
Deferred income and other accrued expenses 90,735 76,447
Tenant security deposits 48,707 53,373
$824,812 $851,020
F. Partners' Equity
Under the Partnership Agreement, profits or losses from
Partnership operations and Distributable Cash Flow are
allocated 98% to the Unitholders and Corporate Limited Partner
(the "Limited Partners") based on Units held, and 2% to the
General Partners. Profits arising from a capital transaction
will be allocated in the same manner as cash distributions
(described below). Losses from a capital transaction will be
allocated 98% to the Limited Partners and 2% to the General
Partners.
Upon the occurrence of a capital transaction, net cash proceeds
will be distributed as follows: 1) to the Limited Partners
until they have received a return of their total invested
capital; 2) to the General Partners until they have received a
return of their total invested capital; 3) to the Limited
Partners until the Limited Partners have received any
deficiency in their 12% cumulative return on invested capital
through fiscal years prior to the date of the capital
transaction; 4) to the General Partners until amounts allocated
under items three and four been paid in an 85% - 15% ratio, and
5) 85% to the Limited Partners and 15% to the General Partners.
As of December 31, 1995, the following cumulative partner
contributions and allocations have been made since inception of
the Partnership:
Corporate
Limited General
Unitholders Partner Partners Total
Capital contributions $ 79,934,364 $ 2,000 $ 3,000 $ 79,939,364
Syndication costs (9,755,749) - - (9,755,749)
Cash distributions (46,099,864) (1,193) (579,882) (46,680,939)
Note distributions (7,149,821) (179) - (7,150,000)
Net income 21,103,366 552 430,689 21,534,607
Total $ 38,032,296 $ 1,180 $(146,193) $ 37,887,283
G. 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 the rate of up to 6% of the gross receipts, net of leasing
commissions from commercial 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 Unitholders.
Amounts paid to the General Partners or their affiliates during the
years ended December 31, 1995, 1994 and 1993 were as follows:
1995 1994 1993
Management fees $305,150 $259,141 $247,795
Expense reimbursements 274,148 456,111 477,709
Charged to operations $579,298 $715,252 $725,504
H. Future Base Rents Due Under Commercial Operating Leases
Future base rents due under commercial operating leases for the
years 1996 through 2000 and thereafter are as follows:
1996 $4,501,300
1997 $3,750,400
1998 $2,805,900
1999 $2,089,700
2000 $1,771,000
Thereafter $7,884,400
I. Leases
The Partnership is subject to a ground lease for a parcel of
land adjoining Luria's Plaza. The initial term of the non-
cancelable operating lease is twenty years commencing October
1, 1987. During the first ten-year period of the lease, annual
rent will be $24,048, payable in equal monthly installments,
and during the second ten-year period the annual rent will be
$28,248 payable in equal monthly installments. The lease also
provides for its renewal under four five-year option periods.
Total rental expense related to the ground lease, charged to
operations for each of the three years ended December 31, 1995,
1994 and 1993 was $24,048.
J. Federal Income Taxes
For federal income tax purposes, the Partnership is
depreciating its 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 income for each year reported in the
accompanying statement of operations with the income reported in the
Partnership's 1995, 1994 and 1993 federal income tax return is as
follows:
1995 1994 1993
Net income per statement of operations $1,423,555 $ 951,907 $1,321,637
Plus: Rental income timing
difference 49,739 (71,374) (134,858)
Difference in book to tax
depreciation 360,866 308,355 55,587
Net income for federal income tax
purposes $1,834,160 $1,188,888 $1,242,366
The allocation of the net income for federal income tax purposes for 1995
is:
Passive Portfolio Portfolio
Income Expense Income Total
Unitholders $1,154,682 $(1,372) $644,122 $1,797,432
Corporate Limited
Partner 29 - 16 45
General Partners 23,565 (28) 13,146 36,683
$1,178,276 $(1,400) $657,284 $1,834,160
During 1995, 1994 and 1993 the average per Unit income to the
Unitholders for federal income tax purposes was $.45, $.29 and
$.31, respectively.
KRUPP CASH PLUS LIMITED PARTNERSHIP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1995
Costs Capitalized
Initial Cost to Subbsequent to
Partnership Acquisition
Buildings & Buildings &
Description Land Improvements Land Improvements
High Point National
Furniture Mart
High Point, NC $ 823,136 $14,364,251 $ - $3,163,793
Luria's Plaza
Vero Beach, FL 2,083,350 11,770,671 200,000 2,751,911
Tradewinds Shopping Center
Hanover Park, IL 1,523,520 7,080,990 - 1,619,117
Total: $4,430,006 $33,215,912 $200,000 $7,534,821
Gross Amounts Carried at
End of Year
Buildings Year
and Accumulated Construction Year
Description Land Improvements Total Deprecation Completed Acquired
High Point National
Furniture Mart
High Point, NC $ 823,136 $17,528,044 $18,351,180 $ 6,689,595 1964 1986
Luria's Plaza
Vero Beach, FL 2,283,350 14,522,582 16,805,932 5,344,356 1984 1985
Tradewinds Shopping
Center
Hanover Park, IL 1,523,520 8,700,107 10,223,627 3,264,317 1969 1986
TOTAL $4,630,006 $40,750,733 $45,380,739 $15,298,268
Reconciliation of Real Estate and Accumulated Depreciation for each of the
three years in the period ended December 31, 1995:
1995 1994 1993
Real Estate
Balance at beginning of year $44,284,245 $43,319,125 $40,053,967
Disposal - (72,585) -
Improvements 1,096,494 1,037,705 3,265,158
Balance at end of year $45,380,739 $44,284,245 $43,319,125
1995 1994 1993
Accumulated Depreciation
Balance at beginning of year $13,258,690 $11,397,015 $ 9,758,945
Disposal - (72,585) -
Depreciation expense 2,039,578 1,934,260 1,638,070
Balance at end of year $15,298,268 $13,258,690 $11,397,015
The Partnership uses the cost basis for property valuation for both income
tax and financial statement purposes. The Partnership holds title to its
properties free and clear from all mortgage indebtedness and other
material liens or encumbrances. The aggregate cost for federal income tax
purposes at December 31, 1995 is $45,810,387.