UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended September
30, 1997
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 0-14393
Krupp Cash Plus Limited Partnership
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)
(617) 423-2233
(Registrant's telephone number, including
area code)
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
The total number of pages in this document is
12.
PART I. FINANCIAL INFORMATION
Item 1.FINANCIAL STATEMENTS
This Form 10-Q contains forward-looking
statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934.
Actual results could differ materially from
those projected in the forward-looking
statements as a result of a number of factors,
including those identified herein.
KRUPP CASH PLUS LIMITED PARTNERSHIP
BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
September 30,December 31,
1997 1996
Real estate assets:
Retail centers, less accumulated
depreciation of $18,870,541 and
<S> <C> <C>
$17,342,753, respectively $28,112,152 $28,908,119
Mortgage-backed securities ("MBS"), net
of accumulated amortization (Note 5) 3,869,280 4,373,246
Total real estate assets 31,981,432 33,281,365
Cash and cash equivalents (Note 2) 4,884,237 4,043,066
Other assets 732,095 616,379
Total assets $37,597,764 $37,940,810
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Accounts payable $ 6,622 $ 46,238
Due to affiliates (Note 6) - 26,735
Accrued expenses and other liabilities
(Note 3) 1,427,586 843,385
Total liabilities 1,434,208 916,358
Partners' equity (deficit) (Note 4):
Unitholders (4,000,000 Units outstanding) 36,348,416 37,188,551
Corporate Limited Partner (100 Units
outstanding) 1,138 1,159
General Partners (185,998) (165,258)
Total Partners' equity 36,163,556 37,024,452
Total liabilities and Partners'
equity $37,597,764 $37,940,810
</TABLE>
The accompanying notes are an integral
part of the financial statements.
<PAGE>
KRUPP CASH PLUS LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
1997 1996 1997 1996
Revenue:
<S> <C> <C> <C> <C>
Rental $1,345,323 $1,291,131 $4,250,279 $4,309,207
Interest income - MBS
(Note 5) 82,083 96,716 260,807 303,261
Interest income - other 74,551 57,247 202,068 152,981
Total revenue 1,501,957 1,445,094 4,713,154 4,765,449
Expenses:
Operating (Note 6) 225,248 250,964 841,432 845,024
Maintenance 66,242 57,953 219,405 216,146
General and adminis-
trative (Note 6) 73,600 44,763 273,217 116,706
Real estate taxes 257,426 90,662 808,694 679,269
Management fees (Note 6) 74,350 70,462 216,188 214,546
Depreciation 522,376 506,194 1,527,788 1,511,944
Total expenses 1,219,242 1,020,998 3,886,724 3,583,635
Net income $ 282,715 $ 424,096 $ 826,430$1,181,814
Allocation of net income
(Note 4):
Unitholders (4,000,000
Units outstanding)$ 277,054 $ 415,604 $ 809,881$1,158,149
Net income per Unit of
Depositary Receipt$ .07 $ .10 $ .20$ .29
Corporate Limited
Partner (100 Units
outstanding) $ 7 $ 10 $ 20 $ 29
General Partners $ 5,654 $ 8,482 $ 16,529 $ 23,636
</TABLE>
The accompanying notes are an integral
part of the financial statements.
<PAGE>
KRUPP CASH PLUS LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Nine Months
Ended September 30,
1997 1996
Operating activities:
<S> <C> <C>
Net income $ 826,430 $ 1,181,814
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 1,527,788 1,511,944
Amortization of MBS premium, net 1,885 1,012
Changes in assets and liabilities:
Decrease (increase) in other assets (115,716) 63,332
Increase (decrease) in accounts
payable 3,143 (6,093)
Decrease in due to affiliates (26,735) -
Increase in accrued expenses and other
liabilities 584,201 398,914
Net cash provided by operating
activities 2,800,996 3,150,923
Investing activities:
Additions to fixed assets (731,821) (552,220)
Decrease in accounts payable for fixed asset
additions (42,759) -
Principal collections on MBS 502,081 630,799
Net cash provided by (used in)
investing activities (272,499) 78,579
Financing activity:
Distributions (1,687,326) (1,669,585)
Net increase in cash and cash equivalents 841,171 1,559,917
Cash and cash equivalents, beginning of period 4,043,066 2,841,353
Cash and cash equivalents, end of period $ 4,884,237 $ 4,401,270
</TABLE>
The accompanying notes are an integral
part of the financial statements.
<PAGE>
KRUPP CASH PLUS LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
(1)Accounting Policies
Certain information and footnote disclosures
normally included in financial statements
prepared in accordance with generally accepted
accounting principles have been condensed or
omitted in this report on Form 10-Q pursuant
to the Rules and Regulations of the Securities
and Exchange Commission. In the opinion of
the General Partners of Krupp Cash Plus
Limited Partnership (the "Partnership"), the
disclosures contained in this report are
adequate to make the information presented not
misleading. See Notes to Financial Statements
included in the Partnership's Annual Report on
Form 10-K for the year ended December 31, 1996
for additional information relevant to
significant accounting policies followed by
the Partnership.
In the opinion of the General Partners of the
Partnership, the accompanying unaudited
financial statements reflect all adjustments
necessary to present fairly the Partnership's
financial position as of September 30, 1997,
its results of operations for the three and
nine months ended September 30, 1997 and 1996
and its cash flows for the nine months ended
September 30, 1997 and 1996.
The results of operations for the three and
nine months ended September 30, 1997 are not
necessarily indicative of the results which
may be expected for the full year. See
Management's Discussion and Analysis of
Financial Condition and Results of Operations
included in this report.
(2) Cash and Cash Equivalents
Cash and cash equivalents consisted of the following:
<TABLE>
<CAPTION>
September 30,
December 31,
1997 1996
<S> <C> <C>
Cash and money market accounts $ 928,834$ 579,264
Commercial paper 3,955,403 3,463,802
$ 4,884,237$ 4,043,066
</TABLE>
At September 30, 1997, commercial paper represents corporate
issues maturing in the fourth quarter of 1997. At September 30,
1997, the carrying value of the Partnership's investment in
commercial paper approximates fair value.
(3) Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities consist of the
following:
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
<S> <C> <C>
Accrued real estate taxes $ 609,750 $ 582,835
Deferred income and other accrued
expenses 163,689 159,426
Prepaid rent 595,884 52,180
Tenant security deposits 58,263 48,944
$ 1,427,586 $ 843,385
</TABLE>
Continued
KRUPP CASH PLUS LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS - Continued
<TABLE>
<CAPTION>
(4) Changes in Partners' Equity
A summary of changes in Partners' equity (deficit) for the nine
months ended September 30, 1997 is as follows:
Corporate Total
Limited General Partners'
Unitholders Partner Partners Equity
Balance at
<S> <C> <C> <C> <C>
December 31, 1996 $37,188,551 $ 1,159 $(165,258) $37,024,452
Net income 809,881 20 16,529 826,430
Distributions (1,650,016) (41) (37,269) (1,687,326)
Balance at
September 30, 1997$36,348,416 $ 1,138 $(185,998) $36,163,556
</TABLE>
(5) Mortgage Backed Securities
The MBS held by the Partnership are issued by the Federal Home
Loan Mortgage Corporation and the Government National Mortgage
Association. Additional information on the MBS held is as
follows:
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
<S> <C> <C>
Face Value $ 3,855,881 $ 4,357,962
Amortized Cost $ 3,869,280 $ 4,373,246
Estimated Market Value $ 4,035,000 $ 4,516,000
</TABLE>
Coupon rates of the MBS range from 8.5% to
9.0% per annum and mature in the years 2008
through 2017. The Partnership's MBS portfolio
had gross unrealized gains of approximately
$166,000 and $143,000 at September 30, 1997
and December 31, 1996, respectively. The
Partnership does not expect to realize these
gains in the near future as it currently has
the intent and ability to hold the MBS until maturity.
(6)Related Party Transactions
The Partnership pays property management fees
to an affiliate of the General Partners for
management services. Pursuant to the
agreements, management fees are payable
monthly at a 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
administrative expenses.
Continued
KRUPP CASH PLUS LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS - Continued
(6) Related Party Transactions, Continued
Amounts accrued or paid to the General Partners' affiliates were
as follows:
<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
1997 1996 1997 1996
Property management
<S> <C> <C> <C> <C>
fees $ 74,350 $ 70,462 $216,188 $214,546
Expense
reimbursements 96,490 74,685 284,095 214,162
Charged to
operations $170,840 $145,147 $500,283 $428,708
</TABLE>
Due to affiliates consisted of expense reimbursements of $26,735
at December 31, 1996.<PAGE>
KRUPP CASH PLUS LIMITED PARTNERSHIP
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
This Management's Discussion and Analysis of
Financial Condition and Results of Operations
contains forward-looking statements including
those concerning Management's expectations
regarding the future financial performance and
future events. These forward-looking
statements involve significant risk and
uncertainties, including those described
herein. Actual results may differ materially
from those anticipated by such forward-looking
statements.
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'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 continuously strives to
improve net income, maintain high occupancy
and retain quality tenants at its retail
centers. However, to attain these objectives,
the Partnership has found it necessary to fund
a significant portion of tenant build-outs.
The Partnership completed improvements at High
Point National Furniture Mart ("High Point")
which were necessary to reconfigure space for
new tenants and comply with present building
code standards. In 1997, the Partnership is
planning to spend approximately $230,000 for
improvements at High Point, most of which are
enhancements to the exteriors of the building.
At Tradewinds Shopping Center ("Tradewinds"),
management has negotiated the expansion of an
anchor tenant from its existing 50,181 square
foot space to 66,000 square feet. The
Partnership and the tenant each intend to
spend approximately $4,200,000 for the
buildout. The Partnership's portion will
mainly fund exterior improvements, while the
tenant's portion will mainly fund interior
renovation specifications. Completion of the
project is scheduled for the first quarter of
1998. The new lease agreement with the anchor
tenant includes a significant increase in
lease rent which will favorably impact
Partnership liquidity. In order to fund the
expansion, the Partnership plans to utilize
its cash reserves as well as any proceeds
received from the possible financing of its
mortgage backed securities portfolio in 1997.
At Luria's Plaza, the Partnership is planning
to spend approximately $105,000 for capital
improvements in 1997, most of which are tenant
build-outs which the General Partners believe
are necessary to maintain or increase its
current occupancy level.
Liquidity provided by the MBS is derived
primarily from interest income, scheduled
principal payments and prepayments of the
portfolio. The level of prepayments is
contingent upon the interest rate environment,
which in turn, affects the Partnership's
liquidity.
Continued
<PAGE>
KRUPP CASH PLUS LIMITED PARTNERSHIP
Liquidity and Capital Resources - Continued
The Partnership holds MBS that are guaranteed
by the Government National Mortgage
Association ("GNMA") and the Federal Home Loan
Mortgage Corporation ("FHLMC"). The principal
risks with respect to 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.
Currently, the General Partners believe that
the market interest rate risk is minimal due
to the fact that the Partnership has the
ability to hold these securities to maturity.
The General Partners, on an ongoing basis,
assess the current and future liquidity needs
in determining the levels of working capital
reserves the Partnership should maintain.
Adjustments to distributions are made when
appropriate to reflect such assessments.
Based on current assessments, the General
Partners have determined that retaining the
current annualized distribution rate of $0.55
per Unit will allow the Partnership to
maintain adequate reserves.
Continued
KRUPP CASH PLUS LIMITED PARTNERSHIP
Operations
The Partnership experienced a decrease in net
income during the three and nine months ended
September 30, 1997 when compared to the same
periods in 1996, as revenue remained stable
and expenses increased.
Total revenue for the three month period ended
September 30, 1997 as compared to the same
period in 1996, slightly increased due to
increases in rental revenue and interest
income, partially offset by a decrease in MBS
interest income. The increase in rental
revenue is due to the newly refurbished
showroom spaces at High Point, which have
enabled the property to command higher rents.
These higher rents have been partially offset
by the decrease in rent revenue at Tradewinds
due to the Dominicks expansion, discussed
below. Interest income increased as a result
of higher cash and cash equivalents available
for investment. The decrease in MBS interest
income is a result of repayments of principal
on the MBS portfolio throughout the year.
Total revenue for the nine months ended
September 30, 1997 as compared to the same
period in 1996, slightly decreased due to
decreases in rental revenue and MBS interest
income partially offset by an increase in
interest income. The decline in rental
revenue primarily results from the spaces
which have been vacant during the expansion of
Dominicks, an anchor tenant at Tradewinds. To
facilitate the expansion of Dominicks,
management negotiated the termination of the
Walgreens's lease, effective December 31,
1996. As a result, rental revenue has
decreased in 1997 as compared to 1996. The
decrease in MBS interest income is a result of
repayments of principal which occur on the MBS
portfolio throughout the year. Interest
income increased as a result of higher cash
and cash equivalents available for investment.
Total expenses increased for the three and
nine months ended September 30, 1997 as
compared to the three and nine months ended
September 30, 1996, due to increased general
and administrative, real estate tax and
depreciation expenses. General and
administrative expenses increased as costs
incurred in connection with the operation of
the Partnership, including the preparation of
reports and other communications to the
Unitholders, increased as did legal costs
relating to the unsolicited tender offers made
to purchase Units of Depositary Receipts. The
increase in real estate tax expense is due to
a refund of real estate taxes received in the
third quarter of 1996, as a result of the
reassessment of Tradewinds's property value by
the local taxing authority, which was
reflected as a reduction in the real estate
tax expense in the third quarter of 1996.
Depreciation expense increased as a result of
continued capital improvement expenditures.
KRUPP CASH PLUS LIMITED PARTNERSHIP
PART II - OTHER INFORMATION
Item 1.Legal Proceedings
Response: None
Item 2.Changes in Securities
Response: None
Item 3.Defaults upon Senior Securities
Response: None
Item 4.Submission of Matters to a Vote of
Security Holders
Response: None
Item 5.Other Information
Response: None
Item 6.Exhibits and Reports on Form 8-K
Response: None
<PAGE>
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.
Krupp Cash Plus Limited Partnership
(Registrant)
By:/s/Wayne H. Zarozny
Wayne H. Zarozny
Treasurer and Chief Accounting Officer of The
Krupp Corporation, a General Partner.
Date: November 12, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Cash Plus
I Financial Statements for the nine months ended September 30, 1997 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 4,884,237
<SECURITIES> 3,869,280
<RECEIVABLES> 571,260<F1>
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 160,835
<PP&E> 46,982,693<F2>
<DEPRECIATION> (18,870,541)
<TOTAL-ASSETS> 37,597,764
<CURRENT-LIABILITIES> 1,434,208
<BONDS> 0
0
0
<COMMON> 36,163,556<F3>
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 37,597,764
<SALES> 0
<TOTAL-REVENUES> 4,713,154<F4>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,886,724<F5>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 826,430<F6>
<EPS-PRIMARY> 0<F6>
<EPS-DILUTED> 0<F6>
<FN>
<F1>Includes all receivables included in "other assets" on the Balance Sheet.
<F2>Retail centers of $46,982,693.
<F3>Deficit of the General Partners of ($185,998) and equity of Limited Partners
of $35,977,558.
<F4>Includes all revenue of the Partnership.
<F5>Includes all expenses of the Partnership.
<F6>Net income allocated $16,529 to the General Partners and $809,901 to the
Limited Partners.
</FN>
</TABLE>
