UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(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
31,1997
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
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(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
31,1997
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.
Documents incorporated by reference: Part IV,
Item 14
The exhibit index is located on pages 9-11.
The total number of pages in this document is
29.<PAGE>
PART I
This Form 10-K 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.
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 ncluded 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 E to Financial
Statements, included in Item 8 (Appendix A) of
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.
On December 2, 1997, Berkshire Realty
Enterprise Limited Partnership, an affiliate
of the General Partners, as agent for the
Partnership entered into an Agreement of Sale
to sell all of the Partnership's properties to
Kejack, Inc. and its permitted assigns, which
are unaffiliated third parties. Luria's
Plaza, a shopping center containing 156,452
leasable square feet located in Vero Beach,
Florida, Tradewinds Shopping Center, a
shopping center containing 212,898 leasable
square feet located in Hanover Park, Illinois
and High Point Furniture Mart, a furniture
wholesale center containing 242,722 leasable
square feet located in High Point, North
Carolina, were included in a package with
eleven other properties owned by affiliates of
the General Partners. The total selling price
of the fourteen properties was $138,000,000,
of which the Partnership received $31,247,100
for the sale of its properties, less its share
of the closing costs. The transaction was
consummated subsequent to year end, on January
30, 1998.
The sale is considered a Terminating Capital
Transaction as defined by the Partnership
Agreement. Accordingly, the General Partners
expect to liquidate and distribute the
remaining assets of the Partnership in 1998
(see Note L to the Financial Statements,
included in Item 8 (Appendix A) of this
report).
As of December 31, 1997, there were 7 full and
part-time on-site personnel employed by the
Partnership.
ITEM 2. PROPERTIES
As of December 31, 1997, the Partnership had unleveraged
investments in three retail centers containing an aggregate of
612,072 square feet of leasable area. Additional detailed
information with respect to individual properties can be found in
Schedule III included in Item 8 (Appendix A) of this report.
A summary of the Partnership's real estate investments is
presented below.
<TABLE>
<CAPTION>
Average Occupancy
Current For Year Ended
Year of Leasable December 31,
<S> <C> <C> <C> <C> <C>
Description Acquisition Square Footage 1997 1996 1995 1994 1993
Retail Centers
Luria's Plaza
Vero Beach, Florida 1985 156,452 92% 96% 97% 97% 74%
High Point National
Furniture Mart
High Point,
North Carolina 1986 242,722 100% 100% 100% 99%100%
Tradewinds Shopping
Center
Hanover Park,
Illinois 1986 212,898 84% 86% 93% 92% 89%
</TABLE>
There were six tenants which occupied 10% or
more of their respective property's leasable
space as of December 31, 1997.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal
proceedings to which the Partnership is a
party or to which any of its property is a
subject.
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, 1997 was
approximately 5,100.
The Partnership has made the following
distributions to its Partners during the years
ended December 31, 1997 and 1996.
Year Ended December 31,
<TABLE>
<CAPTION>
1997 1996
Amount Per Unit Amount Per Unit
Limited Partners:
Unitholders
<S> <C> <C> <C>
(4,000,000 Units)$2,200,020 $.55 $2,185,517 $.55
Corporate Limited Partner
(100 Units) 55 .55 55 .55
General Partners 40,756 46,448 $2,240,831 $2,232,020
</TABLE>
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. The Partnership
distributes approximately $.14 per Unit per
quarter to its investors.
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected
financial information regarding the
Partnership's financial position and operating
results. This information should be read in
conjunction with Management's Discussion and
Analysis of Financial Condition and Results of
Operations and the Financial Statements and
Supplementary Data which are included in Items
7 and 8 (Appendix A) of this report,
respectively.
<TABLE>
<CAPTION>
1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C>
Total revenue$ 6,211,145 $ 6,333,585 $ 6,437,319 $ 6,040,901 $5,943,882
Net income (loss) (3,880,000) 1,369,189 1,423,555 951,907 1,321,637
Net income (loss)
allocated to
Partners:
Unitholders (3,802,305) 1,341,772 1,395,049 932,846 1,295,173
Per Unit (.95) .34 .35 .23 .32
Corporate Limited
Partner (95) 34 35 23 32
General Partners (77,600) 27,383 28,471 29,038 26,432
Total assets at
December 31 31,930,813 37,940,810 38,857,520 39,906,159 41,984,742
Distributions:
Unitholders 2,200,020 2,185,517 2,185,519 2,189,926 2,911,583
Per Unit (a) .55 .55 .55 .54 .73
Corporate Limited
Partner 55 55 55 54 73
General Partners 40,756 46,448 47,657 (13,174) 17,636
</TABLE>
(a)During the years ended December 31, 1997,
1996, 1995, 1994 and 1993, the Unitholders'
average per Unit return of capital based on the Distributable Cash Flow,
as defined by Section 17 of the Partnership
Agreement, was $0, $0, $0, $.11 and $.68,
respectively.
ITEM 7.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. 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 buildouts.
The Partnership completed improvements at High
Point National Furniture Mart ("High Point")_
in 1996 which were necessary to reconfigure
space for new tenants and comply with present
building code standards. Enhancements to the
exterior of the building were completed during
the third quarter of 1997. The refurbished
show room spaces and building exterior have
enabled the property to command higher rents
and maintain 100% occupancy.
At Tradewinds Shopping Center ("Tradewinds"),
management has negotiated the expansion of an
anchor tenant from its original 50,181 square
foot space to 66,000 square feet. The
Partnership and the tenant each spent
approximately $4,200,000 for the buildout,
with the Partnership funding exterior
improvements and the tenant funding interior
renovation specifications. The project was
completed in the fourth quarter of 1997 and
the tenant reopened in December 1997. The
Partnership utilized its cash reserves to fund
the expansion.
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.
At December 31, 1997, the Partnership recorded
unrealized holding gains on its MBS of
$169,521 to adjust the investments to market
value (see Note E to the Financial Statements,
included in Item 8 (Appendix A) of this
report).
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 upon the General Partners' assessment of
the current and future market conditions, the
capital improvements necessary to remain
competitive in the properties' markets and the
Partnership's capital resources, the General
Partners determined that it was in their best
interests, and that of their respective
investors, to sell all the Partnership's
properties. On December 2, 1997, Berkshire
Realty Enterprise Limited Partnership, an
affiliate of the General Partners, as agent
for the Partnership entered into an Agreement
of Sale to sell all of the Partnership's
properties to Kejack, Inc. and its permitted
assigns, which are unaffiliated third parties.
Luria's Plaza, a shopping center containing
156,452 leasable square feet located in Vero
Beach, Florida, Tradewinds Shopping Center, a
shopping center containing 212,898 leasable
square feet located in Hanover Park, Illinois
and High Point Furniture Mart, a furniture
wholesale center containing 242,722 leasable
square feet located in High Point, North
Carolina, were included in a package with
eleven other properties owned by affiliates of
the General Partners. The total selling price
of the fourteen properties was $138,000,000,
of which the Partnership received $31,247,100
for the sale of its properties, less its share
of the closing costs. The transaction was
consummated subsequent to year end, on January
30, 1998 (see Note L to the Financial
Statements, included in Item 8 (Appendix A) of
this report).
Based on the selling price of the properties
less estimated costs to sell, the Partnership
recorded provisions for losses on its real
estate at December 31, 1997 (see Note D to the
Financial Statements, included in Item 8
(Appendix A) of this report).
The sale is considered a Terminating Capital
Transaction as defined by the Partnership
Agreement. Accordingly, the General Partners
expect to liquidate and distribute the
remaining assets of the Partnership in 1998.
Operations
1997 compared to 1996
Net income, net of the provisions for losses
on real estate, decreased in 1997 when
compared to 1996, with a decrease in total
revenue and an increase in total expenses.
The Partnership experienced a slight decrease
in total revenue in 1997, as compared to 1996.
Revenue decreased due to decreases in rental
revenue and MBS interest income, partially
offset by an increase in interest income. The
decline in rental revenue and lower tenant
billings is a result of the decline in
reimbursable real estate taxes 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. The decrease in MBS interest income is
a result of repayments of principal which
occur on the MBS portfolio throughout the
year.
During 1997, as compared to 1996, total
expenses, net of the provisions for losses on
real estate, increased 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 administrative
expenses, 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, 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.
1996 compared to 1995
Net income decreased in 1996 when compared to
1995, with a decrease in total revenue while
total expenses stayed relatively stable.
The Partnership experienced a slight decrease
in total revenue in 1996, as compared to 1995.
Rental revenue decreased primarily due to
lower tenant billings as a result of the
decline in reimbursable real estate taxes at
Tradewinds. MBS interest income also
decreased due to repayment and prepayments of
principal which occur on the MBS portfolio.
These decreases were partially offset by an
increase in interest income as a result of
higher cash and cash equivalents available for
investment in 1996.
During 1996, as compared to 1995, total
expenses remained relatively stable, with
increases in maintenance and general and
administrative expenses, offset by decreases
in real estate taxes and management fees.
Maintenance expense increased due to increases
in both snow removal and exterior repair
expenditures as a result of adverse weather
conditions in 1996. General and
administrative expense rose due to increases
in both audit expenditures and charges
incurred in connection with the preparation
and mailing of Partnership reports and other
investor communications. The decrease in real
estate taxes was the result of a reassessment
of Tradewinds by the local taxing authority.
Management fees decreased in conjunction with
the decline in revenue. Depreciation expense
increased as a result of capital improvement
expenditures.
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 AgeThe Krupp Corporation
Douglas Krupp (51) President and Co-Chairman of the
Board
George Krupp (53) Co-Chairman of the Board
Wayne H. Zarozny (39) Treasurer
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.
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 both Berkshire Realty Company,
Inc. (NYSE-BRI) and Harborside Healthcare
(NYSE-HBR). 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.
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. Mr. Krupp
received his undergraduate education from the
University of Pennsylvania and Harvard
University Extension School and holds a
Master's Degree in History from Brown
University.
Wayne H. Zarozny is Vice President of The
Berkshire Group. Mr. Zarozny has held several
positions within The Berkshire Group since
joining the company in 1986 and is currently
responsible for accounting and financial
reporting, treasury, accounts payable and
payroll activities. Prior to joining The
Berkshire Group, he was an audit supervisor
for Pannell Kerr Forster International and on
the audit staff of Deloitte, Haskins and Sells
in Boston. He received a B.S. degree from
Bryant College, a Master's degree in Business
Administration from Clark University 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, 1997, beneficial owners
of record owning more than 5% of the
Partnership's 4,000,100 outstanding Depositary
Receipts are as follows:
Title Name and Address Amount and Nature Percent
of of of of
Class Beneficial Owner Beneficial Ownership Class
Depositary AP-GP Prom Partners,
Receipts Inc.
2 Manhattanville Rd.
Purchase, NY 10577 274,125.13 Units 6.85%
Depositary Apollo Real Estate
Receipts Advisors II, LP
2 Manhattanville Rd.
Purchase, NY 10577 274,125.13 Units 6.85%
Depositary Apollo Real Estate
Receipts Investment Fund II, LP
2 Manhattanville Rd.
Purchase, NY 10577 274,125.13 Units 6.85%
Depositary Krescent Partners LLC
Receipts 2 Manhattanville Rd.
Purchase, NY 10577 274,125.13 Units 6.85%
Total 1,096,500.52 Units 27.40%
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,
1997, no person of record owned or was known
by the General Partners to own beneficially
more than 5% of the Partnership's outstanding
Units.
PART IV
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 Schedule 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 ofhimself 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
During the last quarter of the year
ended December 31, 1997, the
Partnership did not file any reports
on Form 8-K.
<PAGE>
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
24th day of March, 1998.
KRUPP CASH PLUS LIMITED PARTNERSHIP
By: The Krupp Corporation,
a General Partner
By: /s/ Douglas Krupp
Douglas Krupp, President,
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 24th day of
March, 1998.
Signatures Titles
/s/ Douglas Krupp President,
Co-Chairman (Principal Douglas Krupp
Executive 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/ Wayne H. Zarozny Treasurer of The
Krupp Corporation (a Wayne H. Zarozny General
Partner of the Registrant)
<PAGE>
APPENDIX A
KRUPP CASH PLUS LIMITED PARTNERSHIP
FINANCIAL STATEMENTS AND SCHEDULE
ITEM 8 of FORM 10-K
ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION
For the Year Ended December 31, 1997
<PAGE>
KRUPP CASH PLUS LIMITED PARTNERSHIP
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
Report of Independent Accountants F-3
Balance Sheets at December 31, 1997 and
December 31, 1996 F-4
Statements of Operations for the Years Ended
December 31, 1997, 1996 and 1995 F-5
Statements of Changes in Partners' Equity for
the Years Ended December 31, 1997, 1996 and
1995 F-6
Statements of Cash Flows for the Years Ended
December 31, 1997, 1996 and 1995 F-7 - F-8
Notes to Financial Statements F-9 - F-15
Schedule III - Real Estate and Accumulated
Depreciation F-16 - F-17
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.
<PAGE>
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, 1997 and 1996, and the results of
its operations and its cash flows for each of
the three years in the period ended December
31, 1997 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.
As discussed in Note L, the Partnership's
remaining properties were sold on January 30,
1998. As a result, the Partnership will be
liquidated in 1998.
Boston, Massachusetts
COOPERS & LYBRAND L.L.P.
January 30, 1998
<PAGE>
KRUPP CASH PLUS LIMITED PARTNERSHIP
BALANCE SHEETS
December 31, 1997 and 1996
<TABLE>
<CAPTION>
ASSETS
1997 1996
Real estate assets:
<S> <C> <C>
Retail centers, less accumulated
depreciation of $17,342,753 at
December 31, 1996 (Note D) $26,544,659 $28,908,119
Mortgage-backed securities ("MBS"), net of
accumulated amortization and unrealized
holding gains (Note E) 3,797,789 4,373,246
Total real estate assets 30,342,448 33,281,365
Cash and cash equivalents (Note C) 1,021,686 4,043,066
Other assets 566,679 616,379
Total assets $31,930,813$37,940,810
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Accounts payable $ 335$ 46,238
Due to affiliates (Note H) - 26,735
Accrued expenses and other liabilities (Note F)857,336 843,385
Total liabilities 857,671 916,358
Commitment (Note J)
Partners' equity (deficit) (Note G):
Unitholders (4,000,000 Units outstanding) 31,186,226 37,188,551
Corporate Limited Partner (100 Units
outstanding) 1,009 1,159
General Partners (283,614) (165,258)
Unrealized holding gains on MBS (Note E) 169,521 -
Total Partners' equity 31,073,142 37,024,452
Total liabilities and Partners' equity $31,930,813$37,940,810
</TABLE>
The accompanying notes are an integral
part of the financial statements.<PAGE>
KRUPP CASH PLUS LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1997, 1996 and 1995
<TABLE>
<CAPTION>
1997 1996 1995
Revenue:
<S> <C> <C> <C>
Rental (Note I) $ 5,607,910 $5,726,216 $5,780,035
Interest income - MBS (Note E) 337,995 396,716 462,811
Interest income - other (Note C) 265,240 210,653 194,473
Total revenue 6,211,145 6,333,585 6,437,319
Expenses:
Operating (Notes H and J) 1,160,188 1,124,883 1,125,111
Maintenance 329,791 325,491 296,396
General and administrative
(Note H) 353,439 252,748 195,933
Real estate taxes 1,048,139 931,586 1,051,596
Management fees (Note H) 287,972 285,203 305,150
Depreciation 2,222,517 2,044,485 2,039,578
Provisions for losses on real
estate (Note D) 4,689,099 - -
Total expenses 10,091,145 4,964,396 5,013,764
Net income (loss) (Note K) $(3,880,000)$1,369,189$1,423,555
Allocation of net income (loss)
(Note G):
Unitholders (4,000,000
Units outstanding) $(3,802,305)$1,341,772$1,395,049
Net income (loss) per Unit of
Depositary Receipt $ (.95) $ .34 $ .35
Corporate Limited Partner
(100 Units outstanding) $ (95)$ 34 $ .35
General Partners $ (77,600)$ 27,383$ 28,471
</TABLE>
The accompanying notes are an integral
part of the financial statements.<PAGE>
KRUPP CASH PLUS LIMITED PARTNERSHIP
STATEMENTS OF CHANGES IN PARTNERS' EQUITY
For the Years Ended December 31, 1997, 1996 and 1995
<TABLE>
<CAPTION>
Corporate Unrealized
Limited General Holding Gains Partners'
Unitholders Partner Partners on MBS Equity
Balance at
<S> <C> <C> <C> <C> <C>
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
Cash distributions (2,185,517) (55) (46,448) - (2,232,020)
Net income 1,341,772 34 27,383 - 1,369,189
Balance at
December 31, 1996 37,188,551 1,159 (165,258) - 37,024,452
Cash distributions
(Note G) (2,200,020) (55) (40,756) - (2,240,831)
Unrealized holding gains
on MBS (Note E) - - - 169,521 169,521
Net loss (Note G) (3,802,305) (95) (77,600) - (3,880,000)
Balance at
December 31, 1997 $31,186,226 $ 1,009 $(283,614)$169,521 $31,073,142
</TABLE>
The per Unit distributions for each of the years ended
December 31, 1997, 1996, and 1995 was $.55, none of which
represents a return of capital for tax purposes.
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, 1997, 1996 and 1995
<TABLE>
<CAPTION>
1997 1996 1995
Operating activities:
<S> <C> <C> <C>
Net income (loss) $(3,880,000)$ 1,369,189 $1,423,555
Adjustments to reconcile net
income (loss) to net cash
provided by operating
activities:
Depreciation 2,222,517 2,044,485 2,039,578
Provisions for losses on
real estate 4,689,099 - -
Amortization of MBS
premium, net 3,004 1,396 1,972
Changes in assets and
liabilities:
Decrease in other
assets 49,700 165,621 51,507
Decrease in accounts
payable (3,144) (2,949) (4,127)
Increase (decrease) in
due to affiliates (26,735) 26,735 -
Increase (decrease) in
accrued expenses and
other liabilities 13,951 (120,424) 112,789
Net cash provided
by operating
activities 3,068,392 3,484,053 3,625,274
Investing activities:
Additions to fixed assets (4,548,156) (870,133)(1,096,494)
Increase (decrease) in accounts
payable for fixed asset
additions (42,759) 42,759 (347,625)
Principal collections on MBS741,974 777,054 574,060
Net cash used in
investing
activities (3,848,941) (50,320) (870,059)
Financing activity:
Cash distributions (2,240,831) (2,232,020)(2,233,231)
Net increase (decrease) in cash
and cash equivalents (3,021,380) 1,201,713 521,984
Cash and cash equivalents,
beginning of year 4,043,066 2,841,353 2,319,369
Cash and cash equivalents,
end of year $ 1,021,686 $ 4,043,066$ 2,841,353
</TABLE>
Continued
KRUPP CASH PLUS LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS, Continued
For the Years Ended December 31, 1997, 1996 and 1995
Supplemental schedule of noncash investing and financing
activities:
<TABLE>
<CAPTION>
1997 1996 1995
Unrealized holding gains on MBS
<S> <C> <C> <C>
(Note E) $ 169,521 $ - $ -
</TABLE>
The accompanying notes are an integral
part of the financial statements.<PAGE>
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 issued all of the General Partner
Interests 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 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 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.
On December 2, 1997, Berkshire Realty
Enterprise Limited Partnership, an affiliate
of the General Partners, as agent for the
Partnership entered into an Agreement of Sale
to sell all of the remaining Partnership's
properties to Kejack, Inc. and its permitted
assigns, which are unaffiliated third parties.
The Partnership's properties were included in
a package with eleven other properties owned
by affiliates of the General Partners. The
transaction was consummated subsequent to year
end, on January 30, 1998 (see Note L).
The sale is considered a Terminating Capital
Transaction as defined by the Partnership
Agreement. Accordingly, the General Partners
expect to liquidate and distribute the
remaining assets of the Partnership in 1998.
All distributions of net cash proceeds from
the Terminating Capital Transaction shall be
governed by Section 8.3 (b) of the Partnership
Agreement.
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 K).
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.
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 equivalents are
recorded at cost, which approximates current
market values.
Continued
KRUPP CASH PLUS LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, Continued
B.Significant Accounting Policies, Continued
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
8 years
Tenant improvements are depreciated over the
life of the related lease.
Impairment of Long-Lived Assets
Real estate assets and equipment are stated at depreciated cost. Pursuant
to Statement of Financial Accounting Standards Opinion No. 121 "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of", impairment losses are recorded on long-lived assets used in
operations on a property by property basis, when events and circumstances
indicate that the assets might be impaired and the estimated undiscounted
cash flows to be generated by those assets. Upon determination that an
impairment has occurred, those assets shall be reduced to fair value less
estimated costs to sell (see Note D).
Mortgage-Backed Securities
At December 31, 1997, MBS are classified as
available-for-sale securities and are carried
at market value due to the forthcoming sale of
all the Partnership's properties (see Notes E
and L). The market value of MBS is determined
based on quoted market prices. At December 31,
1996, MBS were classified as held-to-maturity
securities and carried at amortized cost.
Premiums or discounts are amortized over the
life of the underlying mortgages using the
effective yield method.
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.
C. Cash and Cash Equivalents
Cash and cash equivalents at December 31, 1997 and 1996
consisted of the following:
<TABLE>
<CAPTION>
December 31,
1997 1996
<S> <C> <C>
Cash and money market accounts$1,021,686 $ 579,264
Commercial paper - 3,463,802
$1,021,686 $4,043,066
</TABLE>
Continued
KRUPP CASH PLUS LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, Continued
D. Provisions for Losses on Real Estate
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", the
Partnership recorded valuation provisions for
losses on its real estate assets of $4,689,099
at December 31, 1997. These provisions
represent the difference between carrying
values and selling prices less estimated costs
to sell as a result of the forthcoming sale of
the Partnership's properties subsequent to
year end (see Note L). As these assets are
held for sale, the Partnership discontinued
depreciation.
E.Mortgage-Backed Securities
The MBS held by the Partnership are issued by
both the Federal Home Loan Mortgage
Corporation and the Government National
Mortgage Association. The following is
additional information on the MBS held as of
December 31, 1997 and 1996:
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Face Value $3,785,509 $4,357,962
Amortized Cost $3,628,268 $4,373,246
Estimated Market Value $3,798,000 $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 $169,521 and
$142,952 at December 31, 1997 and 1996,
respectively and no unrealized losses.
In accordance with Financial Accounting
Standard No. 115, "Accounting for Certain
Investments in Debt and Equity Securities",
unrealized holding gains and losses for
available-for-sale securities are reported as
a separate component of equity until realized.
At December 31, 1997, the Partnership recorded
unrealized holding gains of $169,521 on its
MBS investments to adjust to market value,
based on quoted market prices.
F. Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities consisted of the
following at December 31, 1997 and 1996:
<TABLE>
<CAPTION>
December 31,
1997 1996
<S> <C> <C>
Accrued real estate taxes $588,000 $582,835
Deferred income and other accrued expenses 214,043 211,606
Tenant security deposits 55,293 48,944
$857,336 $843,385
</TABLE>
Continued
KRUPP CASH PLUS LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, Continued
G. 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 net cash proceeds (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 have been paid
in an 85% - 15% ratio, and 5) 85% to the
Limited Partners and 15% to the General
Partners.
Upon the occurrence of a terminating
capital transaction, as defined in the
Partnership Agreement, proceeds will be
applied to the payment of all debts and
liabilities of the Partnership then due
and then fund any reserves for contingent
liabilities. Remaining net cash proceeds
will then be distributed first, to each
class of Partners, the aggregate of the
then positive balances in the capital
accounts of the Partners of such class,
second, to the Limited Partners until the
aggregate of the positive balances in the
capital accounts of the Limited Partners
is equal to their invested capital,
third, to the General Partners until the
aggregate of the positive balances in the
capital accounts of the General Partners
is equal to their invested capital,
fourth, to the Limited Partners until
they have received any deficiency in the
12% cumulative return on invested capital
through fiscal years prior to the date of
the terminating capital transaction,
fifth, to the General Partners until they
have received an amount necessary so that
the amounts of net cash proceeds whenever
allocated under number three and number
four are in the ratio of 85 to 15, and
sixth, 85% to the Limited Partners and
15% to the General Partners.
As of December 31, 1997, the following cumulative Partner
contributions and allocations have been made since inception
of the Partnership:
<TABLE>
<CAPTION>
Corporate Unrealized
Limited General Holding Gains
Unitholders Partner Partners on MBS Total
<S> <C> <C> <C> <C> <C>
Capital contributions $ 79,934,364$ 2,000 $ 3,000 $ - $ 79,939,364
Syndication costs (9,755,749) - - - (9,755,749)
Note distributions (7,149,821) (179) - - (7,150,000)
Unrealized holding
gains on MBS - - - 169,521 169,521
Net income 18,642,833 491 380,472 - 19,023,796
Cash distributions (50,485,401) (1,303) (667,086) - (51,153,790)
Total at
December 31, 1997 $ 31,186,226$ 1,009 $(283,614)$ 169,521 $ 31,073,142
</TABLE>
Continued
KRUPP CASH PLUS LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, Continued
H.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.
Amounts accrued or paid to the General Partners' affiliates
during the years ended December 31, 1997, 1996 and 1995 were
as follows:
<TABLE>
<CAPTION>
1997 1996 1995
<S> <C> <C> <C>
Management fees $287,972 $285,203 $305,150
Expense reimbursements 380,557 361,818 274,148
Charged to operations $668,529 $647,021 $579,298
</TABLE>
Due to affiliates consisted of expense reimbursements of
$26,735 at December 31, 1996.
I. Future Base Rents Due Under Commercial
Operating Leases
As a result of the sale of the Partnership's
properties subsequent to year end, all
commercial operating leases were assumed by
the buyer (see Note L).
J. Ground Lease
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 the years ended
December 31, 1997, 1996 and 1995 was
$25,098, $24,048 and $24,048,
respectively. Under the terms of the
ground lease, the lessee may assign its
rights to a subsequent purchaser of the
property (see Note L).
Continued
KRUPP CASH PLUS LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, Continued
K. 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 (loss)
for each year reported in the
accompanying Statement of Operations with
the income reported in the Partnership's
1997, 1996 and 1995 federal income tax
return is as follows:
<TABLE>
<CAPTION>
1997 1996 1995
Net income (loss) per Statement of
<S> <C> <C> <C>
Operations $(3,880,000) $1,369,189 $1,423,555
Difference in book to tax rental
income 80,210 9,669 49,739
Difference in book to tax
depreciation 441,231 337,309 360,866
Difference in book to tax fixed
asset revaluation 4,689,099 - -
Net income for federal income
tax purposes $ 1,330,540 $1,716,167 $1,834,160
</TABLE>
The allocation of the net income for federal income tax purposes
for 1997 is as follows:
<TABLE>
<CAPTION>
Passive Portfolio
Income Income Total
<S> <C> <C> <C>
Unitholders $ 712,744 $ 591,153 $1,303,897
Corporate Limited Partner 18 15 33
General Partners 14,545 12,065 26,610
$ 727,307 $ 603,233 $1,330,540
</TABLE>
For the years ended December 31,
1997, 1996 and 1995 the average per
Unit income to the Unitholders for
federal income tax purposes was
$.33, $.42 and $.45, respectively.
The basis of the Partnership's
assets for financial reporting
purposes is less than its tax basis
by approximately $5,497,000 and
$656,900 at December 31, 1997 and
1996, respectively. The basis of
the Partnership's liabilities for
financial reporting purposes
exceeds its tax basis by
approximately $85,000 and $0 at
December 31, 1997 and 1996,
respectively.
Continued
KRUPP CASH PLUS LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, Continued
L. Subsequent Events
The sale of the Partnership's remaining
properties, as discussed in Note A, was
consummated on January 30, 1998. The total
selling price of the fourteen properties was
$138,000,000, of which the Partnership
received $31,247,100 for the sale of its
properties, less its share of the closing
costs. The ground lease, discussed in Note J,
was assigned to the buyer in conjunction with
the sale.
The sale is considered a Terminating Capital
Transaction as defined by the Partnership
Agreement. Accordingly, the General Partners
expect to liquidate and distribute the
remaining assets of the Partnership in 1998.
All distributions of net cash proceeds from
the Terminating Capital Transaction shall be
governed by Section 8.3(b)of the Partnership
Agreement as discussed above in Note G.
As a result of the sale of all the
Partnership's properties on January 30, 1998,
the Partnership filed a report on Form 8-K on
February 2, 1998.
KRUPP CASH PLUS LIMITED PARTNERSHIP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1997
<TABLE>
<CAPTION>
Costs Capitalized Initial Costs to Subsequent to Partnership
Acquisition
Buildings & Buildings &
Description Land Improvements Land Improvements
Luria's Plaza
<S> <C> <C> <C> <C>
Vero Beach, FL $2,083,350 $11,770,671 $ 200,000 $ 3,074,086
High Point National
Furniture Mart
High Point, NC 823,136 14,364,251 - 3,889,771
Tradewinds Shopping Center
Hanover Park, IL 1,523,520 7,080,990 - 5,989,253
Total $4,430,006 $33,215,912 $200,000 $12,953,110
Gross Amounts Carried at
End of Year
Accumulated
Depreciation Buildings and Year and
Valuation Construction Year
Description Land Improvements Total Provisions Completed
Acquired
Luria's Plaza
Vero Beach, FL $2,283,350 $14,844,757 $17,128,107 $9,659,107 1984 1985
High Point National
Furniture Mart
High Point, NC 823,136 18,254,023 19,077,159 8,537,500 1964 1986
Tradewinds Shopping
Center
Hanover Park, IL 1,523,520 13,070,242 14,593,762 6,057,762 1969 1986
Total $4,630,006 $46,169,022 $50,799,028 $24,254,369
</TABLE>
Continued<PAGE>
KRUPP CASH PLUS LIMITED PARTNERSHIP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION -
Continued
December 31, 1997
Reconciliation of Real Estate and Accumulated Depreciation for
each of the three years in the period ended December 31, 1997:
<TABLE>
<CAPTION>
Real Estate 1997 1996 1995
<S> <C> <C> <C>
Balance at beginning of year$46,250,872$45,380,739 $44,284,245
Improvements 4,548,156 870,133 1,096,494
Balance at end of year $50,799,028 $46,250,872 $45,380,739
1997 1996 1995
Balance at beginning of year$17,342,753$15,298,268 $13,258,690
Property revaluation 4,689,099 - -
Depreciation expense 2,222,517 2,044,485 2,039,578
Balance at end of year $24,254,369 $17,342,753 $15,298,268
</TABLE>
The Partnership uses the cost basis for
property valuation for both income tax and
financial statement purposes unless the
General Partners believe there is a material
impairment in value. 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,
1997 is $51,228,677 and the aggregate
accumulated depreciation for federal income
tax purposes was $18,896,993 for the year
ended December 31, 1997.
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) (ZipCode)
(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.
Documents incorporated by reference: Part IV, Item 14
The exhibit index is located on pages 9-11.
The total number of pages in this document is 29.<PAGE>
PART I
This Form 10-K 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.
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 ncluded 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 E to
Financial Statements, included in Item 8 (Appendix A) of 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.
On December 2, 1997, Berkshire Realty
Enterprise Limited Partnership, an affiliate
of the General Partners, as agent for the
Partnership entered into an Agreement of Sale
to sell all of the Partnership's properties to
Kejack, Inc. and its permitted assigns, which
are unaffiliated third parties. Luria's
Plaza, a shopping center containing 156,452
leasable square feet located in Vero Beach,
Florida, Tradewinds Shopping Center, a
shopping center containing 212,898 leasable
square feet located in Hanover Park, Illinois
and High Point Furniture Mart, a furniture
wholesale center containing 242,722 leasable
square feet located in High Point, North
Carolina, were included in a package with
eleven other properties owned by affiliates of
the General Partners. The total selling price
of the fourteen properties was $138,000,000,
of which the Partnership received $31,247,100
for the sale of its properties, less its share
of the closing costs. The transaction was
consummated subsequent to year end, on January
30, 1998.
The sale is considered a Terminating Capital
Transaction as defined by the Partnership
Agreement. Accordingly, the General Partners
expect to liquidate and distribute the
remaining assets of the Partnership in 1998
(see Note L to the Financial Statements,
included in Item 8 (Appendix A) of this
report).
As of December 31, 1997, there were 7 full and
part-time on-site personnel employed by the
Partnership.
ITEM 2. PROPERTIES
As of December 31, 1997, the Partnership had unleveraged
investments in three retail centers containing an aggregate of
612,072 square feet of leasable area. Additional detailed
information with respect to individual properties can be found in
Schedule III included in Item 8 (Appendix A) of this report.
A summary of the Partnership's real estate investments is
presented below.
<TABLE>
<CAPTION>
Average Occupancy
Current For Year Ended
Year of Leasable December 31,
<S> <C> <C> <C> <C> <C>
Description Acquisition Square Footage 1997 1996 1995 1994 1993
Retail Centers
Luria's Plaza
Vero Beach, Florida 1985 156,452 92% 96% 97% 97% 74%
High Point National
Furniture Mart
High Point,
North Carolina 1986 242,722 100% 100% 100% 99%100%
Tradewinds Shopping
Center
Hanover Park,
Illinois 1986 212,898 84% 86% 93% 92% 89%
</TABLE>
There were six tenants which occupied 10% or
more of their respective property's leasable
space as of December 31, 1997.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal
proceedings to which the Partnership is a
party or to which any of its property is a
subject.
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, 1997 was
approximately 5,100.
The Partnership has made the following
distributions to its Partners during the years
ended December 31, 1997 and 1996.
Year Ended December 31,
<TABLE>
<CAPTION>
1997 1996
Amount Per Unit Amount Per Unit
Limited Partners:
Unitholders
<S> <C> <C> <C> <C>
(4,000,000 Units)$2,200,020 $.55 $2,185,517 $.55
Corporate Limited Partner
(100 Units) 55 .55 55 .55
General Partners 40,756 46,448 $2,240,831 $2,232,020
</TABLE>
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. The Partnership
distributes approximately $.14 per Unit per
quarter to its investors.
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected
financial information regarding the
Partnership's financial position and operating
results. This information should be read in
conjunction with Management's Discussion and
Analysis of Financial Condition and Results of
Operations and the Financial Statements and
Supplementary Data which are included in Items
7 and 8 (Appendix A) of this report,
respectively.
<TABLE>
<CAPTION>
1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C>
Total revenue$ 6,211,145 $ 6,333,585 $ 6,437,319 $ 6,040,901 $5,943,882
Net income (loss) (3,880,000) 1,369,189 1,423,555 951,907 1,321,637
Net income (loss)
allocated to
Partners:
Unitholders (3,802,305) 1,341,772 1,395,049 932,846 1,295,173
Per Unit (.95) .34 .35 .23 .32
Corporate Limited
Partner (95) 34 35 23 32
General Partners (77,600) 27,383 28,471 29,038 26,432
Total assets at
December 31 31,930,813 37,940,810 38,857,520 39,906,159 41,984,742
Distributions:
Unitholders 2,200,020 2,185,517 2,185,519 2,189,926 2,911,583
Per Unit (a) .55 .55 .55 .54 .73
Corporate Limited
Partner 55 55 55 54 73
General Partners 40,756 46,448 47,657 (13,174) 17,636
</TABLE>
(a)During the years ended December 31, 1997,
1996, 1995, 1994 and 1993, the Unitholders'
average per Unit return of capital calculated
based on the Distributable Cash Flow, as
defined by Section 17 of the Partnership
Agreement, was $0, $0, $0, $.11 and $.68,
respectively.
ITEM 7.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. 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 buildouts.
The Partnership completed improvements at High
Point National Furniture Mart ("High Point")_
in 1996 which were necessary to reconfigure
space for new tenants and comply with present
building code standards. Enhancements to the
exterior of the building were completed during
the third quarter of 1997. The refurbished
show room spaces and building exterior have
enabled the property to command higher rents
and maintain 100% occupancy.
At Tradewinds Shopping Center ("Tradewinds"),
management has negotiated the expansion of an
anchor tenant from its original 50,181 square
foot space to 66,000 square feet. The
Partnership and the tenant each spent
approximately $4,200,000 for the buildout,
with the Partnership funding exterior
improvements and the tenant funding interior
renovation specifications. The project was
completed in the fourth quarter of 1997 and
the tenant reopened in December 1997. The
Partnership utilized its cash reserves to fund
the expansion.
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.
At December 31, 1997, the Partnership recorded
unrealized holding gains on its MBS of
$169,521 to adjust the investments to market
value (see Note E to the Financial Statements,
included in Item 8 (Appendix A) of this
report).
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 upon the General Partners' assessment of
the current and future market conditions, the
capital improvements necessary to remain
competitive in the properties' markets and the
Partnership's capital resources, the General
Partners determined that it was in their best
interests, and that of their respective
investors, to sell all the Partnership's
properties. On December 2, 1997, Berkshire
Realty Enterprise Limited Partnership, an
affiliate of the General Partners, as agent
for the Partnership entered into an Agreement
of Sale to sell all of the Partnership's
properties to Kejack, Inc. and its permitted
assigns, which are unaffiliated third parties.
Luria's Plaza, a shopping center containing
156,452 leasable square feet located in Vero
Beach, Florida, Tradewinds Shopping Center, a
shopping center containing 212,898 leasable
square feet located in Hanover Park, Illinois
and High Point Furniture Mart, a furniture
wholesale center containing 242,722 leasable
square feet located in High Point, North
Carolina, were included in a package with
eleven other properties owned by affiliates of
the General Partners. The total selling price
of the fourteen properties was $138,000,000,
of which the Partnership received $31,247,100
for the sale of its properties, less its share
of the closing costs. The transaction was
consummated subsequent to year end, on January
30, 1998 (see Note L to the Financial
Statements, included in Item 8 (Appendix A) of
this report).
Based on the selling price of the properties
less estimated costs to sell, the Partnership
recorded provisions for losses on its real
estate at December 31, 1997 (see Note D to the
Financial Statements, included in Item 8
(Appendix A) of this report).
The sale is considered a Terminating Capital
Transaction as defined by the Partnership
Agreement. Accordingly, the General Partners
expect to liquidate and distribute the
remaining assets of the Partnership in 1998.
Operations
1997 compared to 1996
Net income, net of the provisions for losses
on real estate, decreased in 1997 when
compared to 1996, with a decrease in total
revenue and an increase in total expenses.
The Partnership experienced a slight decrease
in total revenue in 1997, as compared to 1996.
Revenue decreased due to decreases in rental
revenue and MBS interest income, partially
offset by an increase in interest income. The
decline in rental revenue and lower tenant
billings is a result of the decline in
reimbursable real estate taxes 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. The decrease in MBS interest income is
a result of repayments of principal which
occur on the MBS portfolio throughout the
year.
During 1997, as compared to 1996, total
expenses, net of the provisions for losses on
real estate, increased 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 administrative
expenses, 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, 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.
1996 compared to 1995
Net income decreased in 1996 when compared to
1995, with a decrease in total revenue while
total expenses stayed relatively stable.
The Partnership experienced a slight decrease
in total revenue in 1996, as compared to 1995.
Rental revenue decreased primarily due to
lower tenant billings as a result of the
decline in reimbursable real estate taxes at
Tradewinds. MBS interest income also
decreased due to repayment and prepayments of
principal which occur on the MBS portfolio.
These decreases were partially offset by an
increase in interest income as a result of
higher cash and cash equivalents available for
investment in 1996.
During 1996, as compared to 1995, total
expenses remained relatively stable, with
increases in maintenance and general and
administrative expenses, offset by decreases
in real estate taxes and management fees.
Maintenance expense increased due to increases
in both snow removal and exterior repair
expenditures as a result of adverse weather
conditions in 1996. General and
administrative expense rose due to increases
in both audit expenditures and charges
incurred in connection with the preparation
and mailing of Partnership reports and other
investor communications. The decrease in real
estate taxes was the result of a reassessment
of Tradewinds by the local taxing authority.
Management fees decreased in conjunction with
the decline in revenue. Depreciation expense
increased as a result of capital improvement
expenditures.
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 AgeThe Krupp Corporation
Douglas Krupp (51) President and Co-Chairman of the
Board
George Krupp (53) Co-Chairman of the Board
Wayne H. Zarozny (39) Treasurer
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.
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 both Berkshire Realty Company,
Inc. (NYSE-BRI) and Harborside Healthcare
(NYSE-HBR). 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.
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. Mr. Krupp
received his undergraduate education from the
University of Pennsylvania and Harvard
University Extension School and holds a
Master's Degree in History from Brown
University.
Wayne H. Zarozny is Vice President of The
Berkshire Group. Mr. Zarozny has held several
positions within The Berkshire Group since
joining the company in 1986 and is currently
responsible for accounting and financial
reporting, treasury, accounts payable and
payroll activities. Prior to joining The
Berkshire Group, he was an audit supervisor
for Pannell Kerr Forster International and on
the audit staff of Deloitte, Haskins and Sells
in Boston. He received a B.S. degree from
Bryant College, a Master's degree in Business
Administration from Clark University 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, 1997, beneficial owners
of record owning more than 5% of the
Partnership's 4,000,100 outstanding Depositary
Receipts are as follows:
Title Name and Address Amount and Nature Percent
of of of of
Class Beneficial Owner Beneficial Ownership Class
Depositary AP-GP Prom Partners,
Receipts Inc.
2 Manhattanville Rd.
Purchase, NY 10577 274,125.13 Units 6.85%
Depositary Apollo Real Estate
Receipts Advisors II, LP
2 Manhattanville Rd.
Purchase, NY 10577 274,125.13 Units 6.85%
Depositary Apollo Real Estate
Receipts Investment Fund II, LP
2 Manhattanville Rd.
Purchase, NY 10577 274,125.13 Units 6.85%
Depositary Krescent Partners LLC
Receipts 2 Manhattanville Rd.
Purchase, NY 10577 274,125.13 Units 6.85%
Total 1,096,500.52 Units 27.40%
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,
1997, no person of record owned or was known
by the General Partners to own beneficially
more than 5% of the Partnership's outstanding
Units.
PART IV
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 Schedule 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 ofhimself 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
During the last quarter of the year
ended December 31, 1997, the
Partnership did not file any reports
on Form 8-K.
<PAGE>
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
24th day of March, 1998.
KRUPP CASH PLUS LIMITED PARTNERSHIP
By: The Krupp Corporation,
a General Partner
By: /s/ Douglas Krupp
Douglas Krupp, President,
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 24th day of
March, 1998.
Signatures Titles
/s/ Douglas Krupp President,
Co-Chairman (Principal Douglas Krupp
Executive 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/ Wayne H. Zarozny Treasurer of The
Krupp Corporation (a Wayne H. Zarozny General
Partner of the Registrant)
<PAGE>
APPENDIX A
KRUPP CASH PLUS LIMITED PARTNERSHIP
FINANCIAL STATEMENTS AND SCHEDULE
ITEM 8 of FORM 10-K
ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION
For the Year Ended December 31, 1997
<PAGE>
KRUPP CASH PLUS LIMITED PARTNERSHIP
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
Report of Independent Accountants F-3
Balance Sheets at December 31, 1997 and
December 31, 1996 F-4
Statements of Operations for the Years Ended
December 31, 1997, 1996 and 1995 F-5
Statements of Changes in Partners' Equity for
the Years Ended December 31, 1997, 1996 and
1995 F-6
Statements of Cash Flows for the Years Ended
December 31, 1997, 1996 and 1995 F-7 - F-8
Notes to Financial Statements F-9 - F-15
Schedule III - Real Estate and Accumulated
Depreciation F-16 - F-17
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.
<PAGE>
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, 1997 and 1996, and the results of
its operations and its cash flows for each of
the three years in the period ended December
31, 1997 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.
As discussed in Note L, the Partnership's
remaining properties were sold on January 30,
1998. As a result, the Partnership will be
liquidated in 1998.
Boston, Massachusetts
COOPERS & LYBRAND L.L.P.
January 30, 1998
<PAGE>
KRUPP CASH PLUS LIMITED PARTNERSHIP
BALANCE SHEETS
December 31, 1997 and 1996
<TABLE>
<CAPTION>
ASSETS
1997 1996
Real estate assets:
Retail centers, less accumulated
<S> <C> <C>
depreciation (Note D) $26,544,659$28,908,119
Mortgage-backed securities ("MBS"), net of
accumulated amortization and unrealized
holding gains (Note E) 3,797,789 4,373,246
Total real estate assets 30,342,448 33,281,365
Cash and cash equivalents (Note C) 1,021,686 4,043,066
Other assets 566,679 616,379
Total assets $31,930,813$37,940,810
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Accounts payable $ 335$ 46,238
Due to affiliates (Note H) - 26,735
Accrued expenses and other liabilities (Note F)857,336 843,385
Total liabilities 857,671 916,358
Commitment (Note J)
Partners' equity (deficit) (Note G):
Unitholders (4,000,000 Units outstanding) 31,186,226 37,188,551
Corporate Limited Partner (100 Units
outstanding) 1,009 1,159
General Partners (283,614) (165,258)
Unrealized holding gains on MBS (Note E) 169,521 -
Total Partners' equity 31,073,142 37,024,452
Total liabilities and Partners' equity $31,930,813$37,940,810
</TABLE>
The accompanying notes are an integral
part of the financial statements.<PAGE>
KRUPP CASH PLUS LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1997, 1996 and 1995
<TABLE>
<CAPTION>
1997 1996 1995
Revenue:
<S> <C> <C> <C>
Rental (Note I) $ 5,607,910 $5,726,216 $5,780,035
Interest income - MBS (Note E) 337,995 396,716 462,811
Interest income - other (Note C) 265,240 210,653 194,473
Total revenue 6,211,145 6,333,585 6,437,319
Expenses:
Operating (Notes H and J) 1,160,188 1,124,883 1,125,111
Maintenance 329,791 325,491 296,396
General and administrative
(Note H) 353,439 252,748 195,933
Real estate taxes 1,048,139 931,586 1,051,596
Management fees (Note H) 287,972 285,203 305,150
Depreciation 2,222,517 2,044,485 2,039,578
Provisions for losses on real
estate (Note D) 4,689,099 - -
Total expenses 10,091,145 4,964,396 5,013,764
Net income (loss) (Note K) $(3,880,000)$1,369,189$1,423,555
Allocation of net income (loss)
(Note G):
Unitholders (4,000,000
Units outstanding) $(3,802,305)$1,341,772$1,395,049
Net income (loss) per Unit of
Depositary Receipt $ (.95) $ .34 $ .35
Corporate Limited Partner
(100 Units outstanding) $ (95)$ 34 $ .35
General Partners $ (77,600)$ 27,383$ 28,471
</TABLE>
The accompanying notes are an integral
part of the financial statements.<PAGE>
KRUPP CASH PLUS LIMITED PARTNERSHIP
STATEMENTS OF CHANGES IN PARTNERS' EQUITY
For the Years Ended December 31, 1997, 1996 and 1995
<TABLE>
<CAPTION>
Corporate Unrealized
Limited General Holding Gains Partners'
Unitholders Partner Partners on MBS Equity
Balance at
<S> <C> <C> <C> <C> <C>
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
Cash distributions (2,185,517) (55) (46,448) - (2,232,020)
Net income 1,341,772 34 27,383 - 1,369,189
Balance at
December 31, 1996 37,188,551 1,159 (165,258) - 37,024,452
Cash distributions
(Note G) (2,200,020) (55) (40,756) - (2,240,831)
Unrealized holding gains
on MBS (Note E) - - - 169,521 169,521
Net loss (Note G) (3,802,305) (95) (77,600) - (3,880,000)
Balance at
December 31, 1997 $31,186,226 $ 1,009 $(283,614)$169,521 $31,073,142
</TABLE>
The per Unit distributions for each of the years ended
December 31, 1997, 1996, and 1995 was $.55, none of which
represents a return of capital for tax purposes.
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, 1997, 1996 and 1995
<TABLE>
<CAPTION>
1997 1996 1995
Operating activities:
<S> <C> <C> <C>
Net income (loss) $(3,880,000)$ 1,369,189 $1,423,555
Adjustments to reconcile net
income (loss) to net cash
provided by operating
activities:
Depreciation 2,222,517 2,044,485 2,039,578
Provisions for losses on
real estate 4,689,099 - -
Amortization of MBS
premium, net 3,004 1,396 1,972
Changes in assets and
liabilities:
Decrease in other
assets 49,700 165,621 51,507
Decrease in accounts
payable (3,144) (2,949) (4,127)
Increase (decrease) in
due to affiliates (26,735) 26,735 -
Increase (decrease) in
accrued expenses and
other liabilities 13,951 (120,424) 112,789
Net cash provided
by operating
activities 3,068,392 3,484,053 3,625,274
Investing activities:
Additions to fixed assets (4,548,156) (870,133)(1,096,494)
Increase (decrease) in accounts
payable for fixed asset
additions (42,759) 42,759 (347,625)
Principal collections on MBS741,974 777,054 574,060
Net cash used in
investing
activities (3,848,941) (50,320) (870,059)
Financing activity:
Cash distributions (2,240,831) (2,232,020)(2,233,231)
Net increase (decrease) in cash
and cash equivalents (3,021,380) 1,201,713 521,984
Cash and cash equivalents,
beginning of year 4,043,066 2,841,353 2,319,369
Cash and cash equivalents,
end of year $ 1,021,686 $ 4,043,066$ 2,841,353
</TABLE>
Continued
KRUPP CASH PLUS LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS, Continued
For the Years Ended December 31, 1997, 1996 and 1995
Supplemental schedule of noncash investing and financing
activities:
<TABLE>
<CAPTION>
1997 1996 1995
Unrealized holding gains on MBS
<S> <C> <C> <C>
(Note E) $ 169,521 $ - $ -
</TABLE>
The accompanying notes are an integral
part of the financial statements.<PAGE>
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 issued all of the General Partner
Interests 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 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 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.
On December 2, 1997, Berkshire Realty
Enterprise Limited Partnership, an affiliate
of the General Partners, as agent for the
Partnership entered into an Agreement of Sale
to sell all of the remaining Partnership's
properties to Kejack, Inc. and its permitted
assigns, which are unaffiliated third parties.
The Partnership's properties were included in
a package with eleven other properties owned
by affiliates of the General Partners. The
transaction was consummated subsequent to year
end, on January 30, 1998 (see Note L).
The sale is considered a Terminating Capital
Transaction as defined by the Partnership
Agreement. Accordingly, the General Partners
expect to liquidate and distribute the
remaining assets of the Partnership in 1998.
All distributions of net cash proceeds from
the Terminating Capital Transaction shall be
governed by Section 8.3 (b) of the Partnership
Agreement.
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 K).
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.
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 equivalents are
recorded at cost, which approximates current
market values.
Continued
KRUPP CASH PLUS LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, Continued
B.Significant Accounting Policies, Continued
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
8 years
Tenant improvements are depreciated over the
life of the related lease.
Mortgage-Backed Securities
At December 31, 1997, MBS are classified as
available-for-sale securities and are carried
at market value due to the forthcoming sale of
all the Partnership's properties (see Notes E
and L). The market value of MBS is determined
based on quoted market prices. At December 31,
1996, MBS were classified as held-to-maturity
securities and carried at amortized cost.
Premiums or discounts are amortized over the
life of the underlying mortgages using the
effective yield method.
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.
C. Cash and Cash Equivalents
Cash and cash equivalents at December 31, 1997 and 1996
consisted of the following:
<TABLE>
<CAPTION>
December 31,
1997 1996
<S> <C> <C>
Cash and money market accounts$1,021,686 $ 579,264
Commercial paper - 3,463,802
$1,021,686 $4,043,066
</TABLE>
Continued
KRUPP CASH PLUS LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, Continued
D. Provisions for Losses on Real Estate
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", the
Partnership recorded valuation provisions for
losses on its real estate assets of $4,689,099
at December 31, 1997. These provisions
represent the difference between carrying
values and selling prices less estimated costs
to sell as a result of the forthcoming sale of
the Partnership's properties subsequent to
year end (see Note L). As these assets are
held for sale, the Partnership discontinued
depreciation.
E.Mortgage-Backed Securities
The MBS held by the Partnership are issued by
both the Federal Home Loan Mortgage
Corporation and the Government National
Mortgage Association. The following is
additional information on the MBS held as of
December 31, 1997 and 1996:
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Face Value $3,785,509 $4,357,962
Amortized Cost $3,628,268 $4,373,246
Estimated Market Value $3,798,000 $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 $169,521 and
$142,952 at December 31, 1997 and 1996,
respectively and no unrealized losses.
In accordance with Financial Accounting
Standard No. 115, "Accounting for Certain
Investments in Debt and Equity Securities",
unrealized holding gains and losses for
available-for-sale securities are reported as
a separate component of equity until realized.
At December 31, 1997, the Partnership recorded
unrealized holding gains of $169,521 on its
MBS investments to adjust to market value,
based on quoted market prices.
F. Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities consisted of the
following at December 31, 1997 and 1996:
<TABLE>
<CAPTION>
December 31,
1997 1996
<S> <C> <C>
Accrued real estate taxes $588,000 $582,835
Deferred income and other accrued expenses 214,043 211,606
Tenant security deposits 55,293 48,944
$857,336 $843,385
</TABLE>
Continued
KRUPP CASH PLUS LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, Continued
G. 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 net cash proceeds (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 have been paid
in an 85% - 15% ratio, and 5) 85% to the
Limited Partners and 15% to the General
Partners.
Upon the occurrence of a terminating
capital transaction, as defined in the
Partnership Agreement, proceeds will be
applied to the payment of all debts and
liabilities of the Partnership then due
and then fund any reserves for contingent
liabilities. Remaining net cash proceeds
will then be distributed first, to each
class of Partners, the aggregate of the
then positive balances in the capital
accounts of the Partners of such class,
second, to the Limited Partners until the
aggregate of the positive balances in the
capital accounts of the Limited Partners
is equal to their invested capital,
third, to the General Partners until the
aggregate of the positive balances in the
capital accounts of the General Partners
is equal to their invested capital,
fourth, to the Limited Partners until
they have received any deficiency in the
12% cumulative return on invested capital
through fiscal years prior to the date of
the terminating capital transaction,
fifth, to the General Partners until they
have received an amount necessary so that
the amounts of net cash proceeds whenever
allocated under number three and number
four are in the ratio of 85 to 15, and
sixth, 85% to the Limited Partners and
15% to the General Partners.
As of December 31, 1997, the following cumulative Partner
contributions and allocations have been made since inception
of the Partnership:
<TABLE>
<CAPTION>
Corporate Unrealized
Limited General Holding Gains
Unitholders Partner Partners on MBS Total
<S> <C> <C> <C> <C> <C>
Capital contributions $ 79,934,364$ 2,000 $ 3,000 $ - $ 79,939,364
Syndication costs (9,755,749) - - - (9,755,749)
Note distributions (7,149,821) (179) - - (7,150,000)
Unrealized holding
gains on MBS - - - 169,521 169,521
Net income 18,642,833 491 380,472 - 19,023,796
Cash distributions (50,485,401) (1,303) (667,086) - (51,153,790)
Total at
December 31, 1997 $ 31,186,226$ 1,009 $(283,614)$ 169,521 $ 31,073,142
</TABLE>
Continued
KRUPP CASH PLUS LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, Continued
H.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.
Amounts accrued or paid to the General Partners' affiliates
during the years ended December 31, 1997, 1996 and 1995 were
as follows:
<TABLE>
<CAPTION>
1997 1996 1995
<S> <C> <C> <C>
Management fees $287,972 $285,203 $305,150
Expense reimbursements 380,557 361,818 274,148
Charged to operations $668,529 $647,021 $579,298
</TABLE>
Due to affiliates consisted of expense reimbursements of
$26,735 at December 31, 1996.
I. Future Base Rents Due Under Commercial
Operating Leases
As a result of the sale of the Partnership's
properties subsequent to year end, all
commercial operating leases were assumed by
the buyer (see Note L).
J. Ground Lease
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 the years ended
December 31, 1997, 1996 and 1995 was
$25,098, $24,048 and $24,048,
respectively. Under the terms of the
ground lease, the lessee may assign its
rights to a subsequent purchaser of the
property (see Note L).
Continued
KRUPP CASH PLUS LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, Continued
K. 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 (loss)
for each year reported in the
accompanying Statement of Operations with
the income reported in the Partnership's
1997, 1996 and 1995 federal income tax
return is as follows:
<TABLE>
<CAPTION>
1997 1996 1995
Net income (loss) per Statement of
<S> <C> <C> <C>
Operations $(3,880,000) $1,369,189 $1,423,555
Difference in book to tax rental
income 80,210 9,669 49,739
Difference in book to tax
depreciation 441,231 337,309 360,866
Difference in book to tax fixed
asset revaluation 4,689,099 - -
Net income for federal income
tax purposes $ 1,330,540 $1,716,167 $1,834,160
The allocation of the net income for federal income tax purposes
for 1997 is as follows:
Passive Portfolio
Income Income Total
Unitholders $ 712,744 $ 591,153 $1,303,897
Corporate Limited Partner 18 15 33
General Partners 14,545 12,065 26,610
$ 727,307 $ 603,233 $1,330,540
</TABLE>
For the years ended December 31,
1997, 1996 and 1995 the average per
Unit income to the Unitholders for
federal income tax purposes was
$.33, $.42 and $.45, respectively.
The basis of the Partnership's
assets for financial reporting
purposes is less than its tax basis
by approximately $5,497,000 and
$656,900 at December 31, 1997 and
1996, respectively. The basis of
the Partnership's liabilities for
financial reporting purposes
exceeds its tax basis by
approximately $85,000 and $0 at
December 31, 1997 and 1996,
respectively.
Continued
KRUPP CASH PLUS LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, Continued
L. Subsequent Events
The sale of the Partnership's remaining
properties, as discussed in Note A, was
consummated on January 30, 1998. The total
selling price of the fourteen properties was
$138,000,000, of which the Partnership
received $31,247,100 for the sale of its
properties, less its share of the closing
costs. The ground lease, discussed in Note J,
was assigned to the buyer in conjunction with
the sale.
The sale is considered a Terminating Capital
Transaction as defined by the Partnership
Agreement. Accordingly, the General Partners
expect to liquidate and distribute the
remaining assets of the Partnership in 1998.
All distributions of net cash proceeds from
the Terminating Capital Transaction shall be
governed by Section 8.3(b)of the Partnership
Agreement as discussed above in Note G.
As a result of the sale of all the
Partnership's properties on January 30, 1998,
the Partnership filed a report on Form 8-K on
February 2, 1998.
KRUPP CASH PLUS LIMITED PARTNERSHIP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1997
<TABLE>
<CAPTION>
Costs Capitalized Initial Costs to Subsequent to Partnership
Acquisition
Buildings & Buildings &
Description Land Improvements Land Improvements
Luria's Plaza
<S> <C> <C> <C> <C>
Vero Beach, FL $2,083,350 $11,770,671 $ 200,000 $ 3,074,086
High Point National
Furniture Mart
High Point, NC 823,136 14,364,251 - 3,889,771
Tradewinds Shopping Center
Hanover Park, IL 1,523,520 7,080,990 - 5,989,253
Total $4,430,006 $33,215,912 $200,000 $12,953,110
</TABLE>
<TABLE>
<CAPTION>
Gross Amounts Carried at
End of Year
Accumulated
Depreciation Buildings and Year and
Valuation Construction Year
Description Land Improvements Total Provisions Completed
Acquired
Luria's Plaza
<S> <C> <C> <C> <C> <C> <C>
Vero Beach, FL $2,283,350 $14,844,757 $17,128,107 $9,659,107 1984 1985
High Point National
Furniture Mart
High Point, NC 823,136 18,254,023 19,077,159 8,537,500 1964 1986
Tradewinds Shopping
Center
Hanover Park, IL 1,523,520 13,070,242 14,593,762 6,057,762 1969 1986
Total $4,630,006 $46,169,022 $50,799,028$24,254,369
</TABLE>
Continued<PAGE>
KRUPP CASH PLUS LIMITED PARTNERSHIP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION -
Continued
December 31, 1997
<TABLE>
<CAPTION>
Reconciliation of Real Estate and Accumulated Depreciation for
each of the three years in the period ended December 31, 1997:
Real Estate 1997 1996 1995
<S> <C> <C> <C>
Balance at beginning of year$46,250,872$45,380,739 $44,284,245
Improvements 4,548,156 870,133 1,096,494
Balance at end of year $50,799,028 $46,250,872 $45,380,739
1997 1996 1995
Balance at beginning of year$17,342,753$15,298,268 $13,258,690
Property revaluation 4,689,099 - -
Depreciation expense 2,222,517 2,044,485 2,039,578
Balance at end of year $24,254,369 $17,342,753 $15,298,268
</TABLE>
The aggregate cost for
federal income tax purposes at December 31,
1997 is $51,228,677 and the aggregate
accumulated depreciation for federal income
tax purposes was $18,896,993 for the year
ended December 31, 1997.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Cash Plus I
Financial Statements for the year ended December 31, 1997 and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 1,021,686
<SECURITIES> 3,797,789
<RECEIVABLES> 28,327<F1>
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 538,352
<PP&E> 50,799,028<F2>
<DEPRECIATION> (24,254,369)<F3>
<TOTAL-ASSETS> 31,930,813
<CURRENT-LIABILITIES> 857,671
<BONDS> 0
0
0
<COMMON> 31,073,142<F4>
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 31,930,813
<SALES> 0
<TOTAL-REVENUES> 6,211,145<F5>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 10,091,145<F6>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,880,000)<F7>
<EPS-PRIMARY> 0<F7>
<EPS-DILUTED> 0<F7>
<FN>
<F1>Includes all receivables included in "other assets" on the Balance Sheet.
<F2>Retail centers of $50,799,028.
<F3>Includes accumulated depreciation of 19,565,270 and property revaluation of
4,689,099.
<F4>Deficit of the General Partners of ($283,614), equity of Limited Partners of
$31,187,235 and unrealized holding gain on mortgage backed securities of
$169,521.
<F5>Includes all revenue of the Partnership.
<F6>Includes all expenses of the Partnership.
<F7>Net loss allocated ($77,600) to the General Partners and ($3,802,400) to the
Limited Partners.
</FN>
</TABLE>
