UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1994
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 0-15816
Krupp Cash Plus-II Limited Partnership
(Exact name of registrant as specified in its charter)
Massachusetts 04-2915326
(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 Limited Partner Interests
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ].
Aggregate market value of voting securities held by non-affiliates: Not
applicable, since securities are non-voting.
Documents incorporated by reference: None
The exhibit index is located on pages 10-14.
<PAGE>
PART I
ITEM 1. BUSINESS
Krupp Cash Plus-II Limited Partnership (the "Partnership") was formed on
December 18, 1985 by filing a Certificate of Limited Partnership in The
Commonwealth of Massachusetts. The Krupp Corporation and The Krupp Company
Limited Partnership-IV are the General Partners of the Partnership. Krupp
Depositary Corporation is the Corporate Limited Partner. For details, see
Note A to Financial Statements included in Appendix A of this report.
On March 28, 1986 the Partnership commenced the marketing and sale of
7,500,000 units of Depositary Receipts ("Units") for a maximum offering of
$150,000,000. The Partnership raised $149,845,812 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"), the Federal National Mortgage Association ("FNMA"),
or the Federal Home Loan Mortgage Corporation ("FHLMC") (see Note E to
financial statements, included in Appendix A to this report). The
Partnership considers itself to be engaged only in the industry segment of
investment in real estate based assets.
The Partnership's real estate investments are subject to some seasonal
fluctuations, resulting from changes in utility consumption, seasonal
maintenance expenditures and changes in retail rental income based on the
percentage of tenant gross receipts. However, the future performance of
the Partnership will depend upon factors which cannot be predicted. Such
factors include general economic and real estate market conditions, both on
a national basis and in those areas where the Partnership's real estate
investments are located, the credit worthiness of GNMA, FNMA and FHLMC,
interest rates, real estate taxes, operating expenses, energy costs,
government regulations and federal and state income tax laws. The
requirements for compliance with federal, state and local regulations to
date have not had an adverse effect on the Partnership's operations, and no
adverse effect therefrom is anticipated in the future.
The Partnership's investments in real estate are also subject to such
risks as (i) competition from existing and future projects held by other
owners in the locations of the Partnership's properties, (ii) possible
reduction in rental income due to an inability to maintain high occupancy
levels, the financial failure of a tenant or the inability of retail
tenants to achieve gross sales at a level sufficient to provide for
additional rental income based on a percentage of sales, (iii) possible
adverse changes in general economic and local conditions, such as
competitive over-building, increases in unemployment or adverse changes in
real estate zoning laws, and the possible future adoption of rent control
legislation which would not permit the full amount of increased costs to be
passed on to tenants in the form of rent increases, and (iv) other
circumstances over which the Company may have little or no control.
As of December 31, 1994, there were 7 full and part-time on-site
personnel employed by the Partnership.
<PAGE>
ITEM 2. PROPERTIES
As of December 31, 1994, the Partnership has unleveraged investments in
four retail centers having an aggregate of 365,083 square feet of leasable
space and one apartment complex having 222 units, all of which are wholly-
owned by the Partnership. In addition, the Partnership has an unleveraged
joint venture investment (the "Brookwood Village Joint Venture") in a
shopping center with 478,738 square feet of leasable space. Additional
detailed information with respect to individual properties is contained in
Note D to Financial Statements and Schedule III included in Appendix A to
this report.
A summary of the Partnership's real estate investments is presented
below.
<TABLE>
<CAPTION>
Average Occupancy
Current Leasable Year Ended
Year of Square Footage/ December 31,
Description Acquisition Units 1994 1993 1992
<S> <C> <C> <C> <C> <C>
Commercial
Encino Oaks
Shopping Center
Encino, California 1986 52,380 100% 97% 97%
Alderwood Towne Center
Lynnwood, Washington 1986 105,538 99% 100% 97%
Canyon Place
Shopping Center
Portland, Oregon 1986 157,280 82% 83% 87%
Coral Plaza
Shopping Center
Oak Lawn, Illinois 1987 49,885 87% 88% 90%
Brookwood Village Mall
and Convenience Center
Birmingham, Alabama (1)1986 478,738 95% 91% 84%
Residential
Cumberland Glen Apartments
Smyrna, Georgia 1987 222 97% 96% 92%
</TABLE>
(1) The Partnership has a 50% joint venture interest in this property.
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 the subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
<PAGE>
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,
1994 was approximately 10,100.
The Partnership has made the following distributions to its Partners during
the years ended December 31, 1994 and 1993.
<TABLE>
<CAPTION>
Year Ended December 31,
1994 1993
Amount Per Unit Amount Per Unit
<C> <C> <C> <C> <C>
Limited Partners:
Unitholders
(7,499,718 Units) $6,012,096 $ .80 $13,495,370 $1.80
Corporate Limited Partner
(100 Units) 80 $ .80 180 $1.80
General Partners 89,729 89,558
$6,101,905 $13,585,108
</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. However, there is no assurance that future operations will continue
to generate sufficient cash to maintain the current level of distributions
and to provide sufficient liquidity for the Partnership. The Partnership
pays a $.20 per unit per quarter distribution to its investors. However, a
special distribution of $1 per unit was paid in 1993 due to the high
prepayment of MBS principal.
<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 to this report,
respectively.
<TABLE>
<CAPTION>
1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C>
Total revenue $ 8,022,513 $ 8,435,985 $ 8,719,559$ 8,927,929$ 10,081,600
Net income 3,064,617 3,232,087 3,451,547 3,941,950 4,638,206
Net income allocated
to Partners:
Unitholders 3,003,285 3,167,403 3,382,471 3,863,059 4,545,382
(per unit) .40 .42 .45 .52 .60
Corporate
Limited Partner 40 42 45 52 60
General
Partners 61,292 64,642 69,031 78,839 92,764
Total assets at
December 31 84,277,257 87,248,625 97,595,990 100,178,556 107,360,781
Distributions to
Partners:
Unitholders 6,012,096 13,495,370 6,003,028 10,768,687 12,374,511
Per Unit .80 1.80 .80 1.44 1.65
Corporate Limited
Partner 80 180 80 144 165
General
Partners 89,729 89,558 116,273 132,024 154,150
</TABLE>
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Liquidity and Capital Resources
The Partnership's liquidity is derived from the operations of the
Partnership's properties (Encino Oaks, Alderwood, Canyon Place, Coral Plaza
and Cumberland Glen), distributions from the Partnership's interest in
Brookwood Village Joint Venture, earnings and collections on MBS, and
interest earned on its short-term investments. The Partnership's liquidity
is utilized to pay operating costs and to fund distributions to the partners.
Management has found it necessary in recent years to pay a larger share of
tenant buildouts to attract quality tenants to our retail centers. This
policy has proven to be successful in increasing occupancy at properties
where it has been undertaken and is expected to continue through 1995. In
fact, two of the Partnership's real estate investments are currently at full
capacity and are expected to remain so in 1995. In order to remain
competitive in their respective markets, the Partnership's properties
are anticipated to spend $761,000 for fixed assets in 1995 most of which are
tenant buildouts at retail centers. The Joint Venture is expected to spend
$599,000 for capital renovations.
Principal collections on MBS reached a high level in 1993 because the mortgage
interest rate environment increased refinancing activity, which in turn led to
prepayments of the mortgages underlying the MBS. The present rise in interest
rates has resulted in a reduction in principal collections on MBS in 1994.
<PAGE>
Distributable Cash Flow and Net Cash Proceeds from Capital Transactions
Shown below is the calculation of Distributable Cash Flow and Net Cash
Proceeds from Capital Transactions as defined by Section 17 of the
Partnership Agreement for the year ended December 31, 1994 and the period
from inception to December 31, 1994.
<TABLE>
<CAPTION>
(In $1,000's except per Unit amounts)
For the Year Inception to
Ended December 31,December 31,
1994 1994
<S> <C> <C>
Distributable Cash Flow:
Net income for tax purposes $ 3,654 $40,712
Items providing/not requiring or
(not providing) the use of
operating funds:
Tax basis depreciation and
amortization 1,682 13,104
Acquisition expenses paid from
offering proceeds charged
to operations - 248
Partnership's share of joint
venture taxable net income (884) (4,844)
Distributions from joint venture 899 7,107
Additions to fixed assets (768) (2,113)
Amounts released from reserves
for capital improvements - 1,020
Total Distributable Cash Flow ("DCF")$ 4,583 $55,234
Limited Partners' Share of DCF $ 4,491 $54,129
Limited Partners' Share of DCF
per Unit$ 0.60 $ 7.22
General Partners' Share of DCF $ 92 $ 1,105
Net Proceeds from Capital Transactions:
Principal collections on MBS $ 2,937 $35,319
Reinvestment of MBS principal
collections - $(3,687)
Total Net Proceeds from Capital
Transactions $ 2,937 $31,632
Distributions:
Limited Partners $ 6,000(a) $87,818(b)
Limited Partners' Average
per Unit$ .80(a) $ 11.71(b)(c)
General Partners $ 92(a) $ 1,105(b)
Total Distributions $ 6,092(a) $88,923(b)
</TABLE>
(a) Represents distributions paid in 1994, except the February, 1994
distribution which relates to 1993 cash flows, and includes an
estimate of the distribution to be paid in February, 1995.
(b) Includes estimate of the distribution to be paid in February, 1995.
(c) Limited Partners average per Unit return of capital as of February,
1995 is $4.49 [$11.71 - $7.22].
<PAGE>
Operations
Partnership
1994 versus 1993
Rental Revenues for 1994 as compared to 1993 have remained
relatively stable due mainly to consistent occupancy levels at all
the Partnership's properties within the period.
Total expenses decreased $242,000 in 1994 as compared to 1993.
This was primarily due to a reduction in real estate taxes. Coral
Plaza received a refund of approximately $235,000 for prior years'
real estate taxes in the second quarter of 1994. Depreciation
increased by $108,000 in 1994 as compared to 1993 as a result of
higher tenant buildouts at Canyon Place and Encino Oaks in order
to attract quality tenants to their respective retail centers.
1993 versus 1992
Rental revenues increased by $189,000 in 1993 as compared to
1992. Revenues increased $105,000 at Cumberland Glen as a result
of an increase in occupancy of 4% over 1992 and rental increases
on all units. Alderwood's revenues increased $147,000 due to an
increase of 3% in tenant occupancy. Encino Oaks experienced an
increase in revenues of $60,000 due to savings in bad debt over
1992. This was the result of an improved tenant profile.
Revenues were reduced $67,000 and $56,000 at Canyon Place and
Coral Plaza, respectively, due to a reduction in occupancy of 4%
and 2%, respectively.
Total expenses decreased $64,000 in 1993 as compared to 1992.
This was primarily due to a reduction in real estate taxes and
depreciation. Encino Oaks experienced a reduction in real estate
taxes of $35,000 because of a reassessment by the taxing
authority. Depreciation was reduced $60,000 at Cumberland Glen as
a result of original appliances being fully depreciated in 1992.
MBS and Other Income
MBS interest income decreased $411,000 in 1994 from 1993, and
$575,000 in 1993 from 1992 due to large prepayments of principal
which occurred from late 1992 through the first half 1994 as a
result of a decline in interest rates. The asset balance on which
income is generated has decreased approximately 23% since December
of 1993 and 48% since December of 1992. Interest income on short-
term investments remained relatively stable in 1994 compared to 1993
and increased in 1993 compared to 1992 due to higher average cash
balances.
Joint Venture
Brookwood's revenues increased in 1994 primarily due to an
increase in occupancy of 4% over 1993. Depreciation expense
increased due to a large number of tenant buildouts and capital
renovations completed in 1994 and 1993.
Brookwood's revenues increased in 1993 due to an increase in
occupancy of 7% over 1992 and the collection of rent from former
tenants of $70,000 which had previously been estimated to be
uncollectible. Revenues also increased due to higher tenant
reimbursements of utilities and maintenance as result of increased
tenant occupancy. Depreciation expense increased due to the large
number of tenant buildouts and improvements completed in 1993 and
1992.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Appendix A of this Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Partnership has no directors or executive officers. Information as to
the directors and executive officers of The Krupp Corporation, which is a
General Partner of both the Partnership and The Krupp Company Limited
Partnership-IV, the other General Partner of the Partnership, is as
follows:
Position with
Name and Age The Krupp Corporation
Douglas Krupp (48) Co-Chairman of the Board
George Krupp (50) Co-Chairman of the Board
Laurence Gerber (38) President
Marianne Pritchard (45) Treasurer
Ross V. Keeler (46) Executive Vice President
Frank Apeseche (37) Executive Vice President
Douglas Krupp has been Co-Chairman of The Berkshire Group (a
group of affiliated companies which includes The Krupp Corporation) since
its formation in 1969. He has been primarily responsible for overseeing
the acquisition, disposition and financing of properties by the entities
sponsored by The Berkshire Group and their affiliates. In addition, since
1987 Mr. Krupp has been responsible for founding and overseeing through the
start-up phase certain new business ventures including the healthcare and
construction businesses of The Berkshire Group. He is a graduate of Bryant
College in Rhode Island. In 1989, he received an honorary Doctor of Science
in Business Administration degree from Bryant College and he also serves as
a Trustee of Bryant College. Douglas Krupp is the brother of George Krupp.
George Krupp has been Co-Chairman of The Berkshire Group since
its formation in 1969. His efforts over the years have encompassed the
broad spectrum of The Berkshire Group's activities including responsibility
for the real estate operations of The Berkshire Group through mid-1991, and
he continues to be involved in strategic planning. He attended the
University of Pennsylvania prior to joining his brother, Douglas Krupp, in
the real estate business in 1966. Mr. Krupp currently serves as Chairman
of the Board and a Trustee of Krupp Government Income Trust and Krupp
Government Income Trust II, and Chairman of the Board and a director of
Berkshire Realty Company, Inc.
Laurence Gerber has been President and Chief Executive Officer
of The Berkshire Group since 1991. He previously served from 1987 to 1991
as President of Berkshire Financial Company with overall responsibility for
marketing, mortgage banking, product development and corporate financing,
and also worked on strategic planning. Prior to that, he served as
Executive Vice President, Acquisitions and, prior to that, as Senior Vice
President and Chief Planning Officer since joining the firm in January
1984. Before joining the firm, Mr. Gerber was a management consultant with
Bain & Co. headquartered in Boston, since July 1982. Prior to that, he was
a Senior Tax Accountant with Arthur Andersen & Co., an international
accounting and consulting firm, in New York. He has a B.S. degree in
economics with high honors from the University of Pennsylvania Wharton
School and an M.B.A. degree with High Distinction from Harvard Business
School. He is a Certified Public Accountant. Mr. Gerber serves as
President and a Trustee of Krupp Government Income Trust and Krupp
Government Income Trust II, and as President and a director of Berkshire
Realty Company, Inc.
<PAGE>
Marianne Pritchard, Treasurer of The Krupp Corporation and
Senior Vice-President, has been Chief Financial and Accounting Officer of
Berkshire Realty Affiliates since rejoining The Berkshire Group in August,
1991. Prior to rejoining The Berkshire Group, she was Vice President and
Controller for Liberty Real Estate Group, a subsidiary of Liberty Mutual
Insurance Company from July 1989 to August 1991. Prior to Liberty, Ms.
Pritchard held the position of Controller/Treasurer of Berkshire Mortgage
Finance from April 1987 to July 1989. Prior to that, Ms. Pritchard was
Senior Audit Manager with Deloitte and Touche, an international accounting
and consulting firm. She is a Certified Public Accountant and received her
B.B.A. degree in Accounting from the University of Texas.
Ross V. Keeler is President of Berkshire Investment Advisors
and an Executive Vice-President of The Berkshire Group. Prior to joining
The Berkshire Group in November 1984, he served as Executive Vice President
of Marketing and a member of the Board of Directors at First Capital
Companies, a national syndicator of real estate investments. Prior to
that, Mr. Keeler served as President of State Financial Corporation, a
company which originated specialized leases on major equipment for
municipalities. He received a B.S. degree in finance with honors from the
University of Florida and received an M.B.A. degree with scholastic honors
from the University of Southern California.
Frank Apeseche was appointed Executive Vice President and Chief
Financial Officer of The Berkshire Group on January 1, 1993. He oversees
strategic planning, tax planning, corporate finance and product development
for The Berkshire Group. Before joining the firm in 1986, Mr. Apeseche was
a manager at Arthur Andersen & Co., an international accounting and
consulting firm. Mr. Apeseche holds a B.A. degree with High Distinction
from Cornell University and an M.B.A. degree with honors from the
University of Michigan.
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, 1994, no person of record owned or was known
by the General Partners to own beneficially more than 5% of the
Partnership's 7,499,818 outstanding Depositary Receipts. The only
interests held by management or its affiliates consist of its General
Partner and Corporate Limited Partner Interests.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information required under this Item is contained in Note H to
Financial Statements included in Appendix A of this report.
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.
<PAGE>
(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 March 25, 1986 [Exhibit A to Prospectus
included in Amendment No. 1 of Registrant's
Registration Statement on Form S-11 dated March
26, 1986 (File No. 33-2312)].*
(4.2)Subscription Agreement Specimen [Exhibit D to
Prospectus included in Amendment No. 1 of
Registrant's Registration Statement on Form S-11
dated March 26, 1986 (File No. 33-2312)].*
(4.3)Eleventh Amendment and Restatement of
Certificate of Limited Partnership filed with
the Massachusetts Secretary of State as of
February 6, 1987. [Exhibit 4.3a to Registrant's
Report on Form 10-K dated December 31, 1986
(File No. 33-2312)].*
(10) Material Contracts:
Encino Oaks Plaza
(10.1) Krupp Standard Purchase Agreement dated July
16, 1986 between Krupp Realty and
Development, Inc., a Massachusetts
corporation and Cal-American Income Property
Fund II, a California limited partnership.
[Exhibit 1 to Registrant's Report on Form 8-K
dated July 31, 1986 (File No. 33-2312)].*
(10.2) Assignment of Contract between Krupp Realty
and Development, Inc., a Massachusetts
corporation and Krupp Cash Plus-II Limited
Partnership, a Massachusetts limited
partnership dated July 28, 1986. [Exhibit 2
to Registrant's Report on Form 8-K dated July
31, 1986 (File No. 33-2312)].*
(10.3) Partnership Grant Deed dated July 31, 1986
from Cal-American Income Property Fund II a
California limited partnership, to Krupp Cash
Plus-II Limited Partnership, a Massachusetts
limited partnership. [Exhibit 3 to
Registrant's Report on Form 8-K dated July
31, 1986 (File No. 33-2312)].*
(10.4) Management Agreement dated July 31, 1986
between Krupp Cash Plus-II Limited
Partnership, as Owner and Krupp Asset
Management Company, now known as Berkshire
Property Management ("BPM"), as Agent.
[Exhibit 10.4a to Registrant's Report on Form
10-K dated December 31, 1986 (File No. 33-
2312)].*
<PAGE>
Alderwood Towne Center
(10.5) Krupp Standard Option Agreement dated July
16, 1986 between Krupp Realty and
Development, Inc., a Massachusetts corpora-
tion and Alderwood Towne Center, a Washington
tenancy-in-common. [Exhibit 10.5 included in
Registrant's Post Effective Amendment No. 2
to its Form S-11 Registration Statement dated
September 3, 1986 (File No. 33-2312)].*
(10.6) Escrow Agreement dated August 12, 1986
between Krupp Realty and Development, Inc., a
Massachusetts corporation and Alderwood Towne
Center, a Washington tenancy-in-common.
[Exhibit 10.5 included in Registrant's Post
Effective Amendment No. 2 to its Form S-11
Registration Statement dated September 3,
1986 (File No. 33-2312)].*
(10.7) Amendment to Option Agreement dated July 17,
1986 between Krupp Realty and Development,
Inc., a Massachusetts corporation and
Alderwood Towne Center, a Washington tenancy-
in-common. [Exhibit 10.5 included in
Registrant's Post Effective Amendment No. 2
to its Form S-11 Registration Statement dated
September 3, 1986 (File No. 33-2312)].*
(10.8) Assignment of Option Agreement between Krupp
Realty and Development, Inc. a Massachusetts
corporation and Krupp Cash Plus-II Limited
Partnership, a Massachusetts limited
partnership dated August 20, 1986. [Exhibit
4 to Registrant's Report on Form 8-K dated
September 3, 1986 (File No. 33-2312)].*
(10.9) Statutory Warranty Deed dated September 3,
1986 between Krupp Cash Plus-II Limited
Partnership, a Massachusetts limited
partnership and Alderwood Towne Center
Associates. [Exhibit 5 to Registrant's
Report on Form 8-K dated September 3, 1986
(File No. 33-2312)].*
(10.10)Property Management Agreement dated September
3, 1986 between Krupp Cash Plus-II 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 September 3, 1986 (File No. 33-2312)].*
Brookwood Village Shopping Center and Convenience
Center
(10.11) Purchase and Sale Agreement dated December
5, 1986 between Krupp Realty and
Development Inc., a Massachusetts
corporation and Everett Shepherd, Jr. et al
as assigned to Brookwood Village Joint
Venture. [Exhibit 1 to Registrant's Report
on Form 8-K dated December 16, 1986 (File
No. 33-2312)].*
(10.12) Statutory Warranty Deed with Vendors' Lien
dated December 16, 1986 between Brookwood
Village Joint Venture and Everett Shepherd,
Jr. et al. [Exhibit 2 to Registrant's
Report on Form 8-K dated December 16, 1986
(File No. 33-2312)].*
(10.13) Business Certificate dated December 11,
1986 establishing Brookwood Village Joint
Venture. [Exhibit 3 to Registrant's Report
on Form 8-K dated December 16, 1986 (File
No. 33-2312)].*
<PAGE>
(10.14) Brookwood Village Joint Venture Agreement
dated December 15, 1986 between Krupp Cash
Plus-II Limited Partnership, a
Massachusetts limited partnership and Krupp
Cash Plus-III Limited Partnership, a
Massachusetts limited partnership, now
known as Berkshire Realty Company, Inc.
[Exhibit 10.14 to Registrant's Report on
Form 10-K dated December 31, 1986 (File No.
33-2312)].*
(10.15) Property Management Agreement dated
December 16, 1986 between Brookwood Village
Joint Venture, as Owner and Krupp Asset
Management Company, now known as Berkshire
Property Management ("BPM"), as Agent.
[Exhibit 4 to Registrant's Report on Form
8-K dated December 16, 1986 (File No. 33-
2312)].*
Canyon Place Shopping Center
(10.16) Krupp Standard Option Agreement dated
October 24, 1986 between Krupp Realty and
Development, Inc., a Massachusetts
corporation and Canyon Place Associates, a
Washington tenancy-in-common. [Exhibit 1
to Registrant's Report on Form 8-K dated
December 23, 1986 (File No. 33-2312)].*
(10.17) Amendment to Option Agreement dated
December 9, 1986 between Krupp Realty and
Development, Inc., a Massachusetts
corporation and Canyon Place Associates, a
Washington tenancy-in-common. [Exhibit 2 to
Registrant's Report on Form 8-K dated
December 23, 1986 (File No. 33-2312)].*
(10.18) Assignment of Option Agreement dated
December 17, 1986 between Krupp Realty and
Development, Inc., a Massachusetts
corporation and Krupp Cash Plus-II Limited
Partnership, a Massachusetts limited
partnership. [Exhibit 3 to Registrant's
Report on Form 8-K dated December 23, 1986
(File No. 33-2312)].*
(10.19) Warranty Deed dated December 23, 1986
between Canyon Place Associates, a
Washington tenancy-in-common, as Grantor
and Krupp Cash Plus-II Limited Partnership,
a Massachusetts limited partnership, as
Grantee. [Exhibit 4 to Registrant's Report
on Form 8-K dated December 23, 1986 (File
No. 33-2312)].*
(10.20) Property Management Agreement dated
December 23, 1986 between Krupp Cash Plus-
II 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 December 23, 1986 (File
No. 33-2312)].*
Coral Plaza Shopping Center
(10.21) Purchase and Sale Agreement dated May 8,
1987 between Harris Trust and Savings Bank,
as trustee under Trust No. 42703, and Krupp
Realty and Development, Inc., a
Massachusetts corporation, as assigned to
Krupp Cash Plus-II Limited Partnership.
[Exhibit 19.1 to Registrant's Report on
Form 10-Q dated June 30, 1987 (File No. 33-
2312)].*
<PAGE>
(10.22) Assignment between Coral Plaza Limited
Partnership and Harris Trust and Savings
Bank, as Trustee under Trust No. 42703,
collectively as "Assignor," and Krupp Cash
Plus-II Limited Partnership, a
Massachusetts limited partnership, as
"Assignee" dated June 2, 1987. [Exhibit
19.2 to Registrant's Report on Form 10-Q
dated June 30, 1987 (File No. 33-2312)].*
(10.23) Trustee's Deed dated May 28, 1987 from
Harris Trust and Savings Bank, as trustee
under Trust No. 42703, to Krupp Cash Plus-
II Limited Partnership. [Exhibit 19.3 to
Registrant's Report on Form 10-Q dated June
30, 1987 (File No. 33-2312)].*
(10.24) Property Management Agreement, dated June
1, 1987, between Krupp Cash Plus-II Limited
Partnership, as Owner, and Krupp Asset
Management Company, now known as Berkshire
Property Management ("BPM"), as Agent.
[Exhibit 19.4 to Registrant's Report on
Form 10-Q dated June 30, 1987 (File No. 33-
2312)].*
Cumberland Glen Apartments
(10.25) Agreement of Purchase and Sale, dated
August 24, 1987 between FNBC Properties,
Inc., a Delaware corporation, as "Seller,"
and Krupp Realty and Development, Inc., a
Massachusetts corporation, as "Purchaser."
[Exhibit 19.5 to Registrant's Report on
Form 10-Q dated September 30, 1987 (File
No. 0-15816)].*
(10.26) Assignment of purchase and sale agreement,
dated August 24, 1987 between Krupp Realty
and Development, Inc., and Krupp Cash Plus-
II Limited Partnership, a Massachusetts
limited partnership. [Exhibit 19.6 to
Registrant's Report on Form 10-Q dated
September 30, 1987 (File No. 0-15816)].*
(10.27) Quit Claim Deed, dated September 3, 1987,
between The First National Bank of Chicago,
and Krupp Cash Plus-II Limited Partnership.
[Exhibit 19.7 to Registrant's Report on
Form 10-Q dated September 30, 1987 (File
No. 0-15816)].*
(10.28) Property Management Agreement, dated
September 3, 1987, between Krupp Cash Plus-
II Limited Partnership, as Owner, and Krupp
Asset Management Company, now known as
Berkshire Property Management ("BPM"), as
Agent. [Exhibit 19.8 to Registrant's
Report on Form 10-Q dated September 30,
1987 (File No. 0-15816)].*
* Incorporated by reference.
(c) Reports on Form 8-K
During the last quarter of the year ended December 31, 1994
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 day of March, 1995.
KRUPP CASH PLUS-II LIMITED PARTNERSHIP
By: The Krupp Corporation, a General
Partner
By:
George Krupp, Co-Chairman (Principal
Executive Officer) and Director of
The Krupp Corporation
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities indicated, on the day of
March, 1995.
Signatures Title(s)
Co-Chairman (Principal Executive Officer)
and Douglas KruppDirector of The Krupp Corporation
(a General Partner of the Registrant)
Co-Chairman (Principal Executive Officer) and
George Krupp Director of The Krupp Corporation (a General
Partner of the Registrant)
President of The Krupp Corporation (a
Laurence Gerber General Partner of the Registrant)
Treasurer of The Krupp Corporation (a General
Marianne Pritchard Partner of the Registrant)
<PAGE>
APPENDIX A
KRUPP CASH PLUS-II 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, 1994
<PAGE>
KRUPP CASH PLUS-II LIMITED PARTNERSHIP
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
Report of Independent Accountants F-3
Balance Sheets at December 31, 1994 and 1993 F-4
Statements of Operations for the Years Ended
December 31, 1994, 1993 and 1992 F-5
Statements of Changes in Partners' Equity for the Years
Ended December 31, 1994, 1993 and 1992 F-6
Statements of Cash Flows for the Years Ended
December 31, 1994, 1993 and 1992 F-7
Notes to Financial Statements F-8 - F-13
Schedule III - Real Estate and Accumulated Depreciation F-14 - F-15
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-II Limited Partnership:
We have audited the financial statements and financial statement
schedule of Krupp Cash Plus-II 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-II Limited Partnership as of December 31, 1994 and 1993, and the
results of its operations and its cash flows for each of the three years in
the period ended December 31, 1994 in conformity with generally accepted
accounting principles. In addition, in our opinion, the financial
statement schedule referred to above, when considered in relation to the
basic financial statements taken as a whole, presents fairly, in all
material respects, the information required to be included therein.
Boston, Massachusetts COOPERS & LYBRAND L.L.P.
January 31, 1995
<PAGE>
KRUPP CASH PLUS-II LIMITED PARTNERSHIP
<TABLE>
<CAPTION>
BALANCE SHEETS
December 31, 1994 and 1993
ASSETS
1994 1993
<S> <C> <C>
Real estate assets:
Multi-family apartment complex, less
accumulated depreciation of
$3,670,683 and $3,240,614,
respectively $ 6,424,540 $ 6,718,936
Retail centers, less accumulated
depreciation of $10,931,523 and
$9,437,948, respectively 38,858,760 39,719,536
Investment in joint venture (Note D) 21,339,973 21,737,592
Mortgage-backed securities ("MBS")
(Note E) 9,815,123 12,752,190
Total real estate assets 76,438,396 80,928,254
Cash and cash equivalents (Note C) 7,072,127 5,622,515
Other assets 766,734 697,856
Total assets $84,277,257 $87,248,625
LIABILITIES AND PARTNERS' EQUITY
Accounts payable $ 221,510 $ 162,516
Accrued expenses and other liabilities
(Note F) 593,123 586,197
Total liabilities 814,633 748,713
Commitments and contingencies (Note D)
Partners' equity (Note G) 83,462,624 86,499,912
Total liabilities and partners'
equity $84,277,257 $87,248,625
</TABLE>
The accompanying notes are an integral
part of the financial statements.
<PAGE>
KRUPP CASH PLUS-II LIMITED PARTNERSHIP
<TABLE>
<CAPTION>
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1994, 1993 and 1992
1994 1993 1992
<S> <C> <C> <C>
Revenue:
Rental (Note I) $6,246,489 $6,260,009 $6,070,941
Partnership's share of joint
venture net income
(Note D) 501,381 488,008 468,186
Interest income - MBS (Note E) 967,172 1,377,733 1,953,230
Interest income - other (Note C) 307,471 306,504 226,727
Total revenue 8,022,513 8,432,254 8,719,084
Expenses:
Operating (including reimburse-
mentsto affiliates of $226,419,
$222,871 and $222,871,
respectively) (Note H) 1,029,931 1,091,757 1,088,393
Maintenance 581,822 552,023 552,968
General and administrative
(including reimbursements to
affiliates of $311,097, $342,936
and $330,074, respectively)
(Note H) 442,987 490,632 505,437
Real estate taxes (Note J) 630,923 893,168 928,615
Management fees paid to an
affiliate (Note H) 348,589 356,485 344,306
Depreciation 1,923,644 1,816,102 1,847,818
Total expenses 4,957,896 5,200,167 5,267,537
Net income (Note K) $3,064,617 $3,232,087 $3,451,547
Allocation of net income (Note G):
Net income per
Unit of Depositary Receipt $ .40 $ .42 $ .45
(7,499,818 Units outstanding)
Corporate Limited Partner $ 40 $ 42 $ 45
General Partners $ 61,292 $ 64,642 $ 69,031
</TABLE>
The accompanying notes are an integral
part of the financial statements.
<PAGE>
KRUPP CASH PLUS-II LIMITED PARTNERSHIP
STATEMENTS OF CHANGES IN PARTNERS' EQUITY
For the Years Ended December 31, 1994, 1993 and 1992
<TABLE>
<CAPTION>
Corporate Total
Limited General Partners'
Unitholders Partner Partners Equity
<S> <C> <C> <C> <C>
Balance at
December 31, 1991 $99,724,915 $ 1,535 $(205,683) $99,520,767
Net income 3,382,471 45 69,031 3,451,547
Cash distributions (6,003,028) (80) (116,273) (6,119,381)
Balance at
December 31, 1992 97,104,358 1,500 (252,925) 96,852,933
Net income 3,167,403 42 64,642 3,232,087
Cash distributions (13,495,370) (180) (89,558) (13,585,108)
Balance at
December 31, 1993 86,776,391 1,362 (277,841) 86,499,912
Net income 3,003,285 40 61,292 3,064,617
Cash distributions (6,012,096) (80) (89,729) (6,101,905)
Balance at
December 31, 1994 $83,767,580 $1,322 $(306,278) $83,462,624
</TABLE>
The accompanying notes are an integral
part of the financial statements.
<PAGE>
KRUPP CASH PLUS-II LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1994, 1993 and 1992
<TABLE>
<CAPTION>
1994 1993 1992
<S> <C> <C> <C>
Operating activities:
Net income $3,064,617 $ 3,232,087 $ 3,451,547
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation 1,923,644 1,816,102 1,847,818
Partnership's share of joint
venture net income (501,381) (488,008) (468,186)
Distributions received from
joint venture 899,000 400,000 525,000
Amortization of MBS premium
(discount), net 147 4,456 (3,793)
Decrease (increase)in other
assets (68,878) 127,149 16,687
Increase in accounts payable 58,994 28,404 61,583
Increase (decrease) in accrued
expenses and other
liabilities 6,926 (22,748) 23,685
Net cash provided by
operating activities 5,383,069 5,097,442 5,454,341
Investing activities:
Additions to fixed assets (821,536) (402,834) (262,768)
Settlement of land easement 53,064 - -
Acquisition of MBS - - (3,687,374)
Principal collections on MBS 2,936,920 6,181,330 6,190,152
Net cash provided by
investing activities 2,168,448 5,778,496 2,240,010
Financing activity:
Distributions (6,101,905) (13,585,108) (6,119,381)
Net increase (decrease) in
cash and cash equivalents 1,449,612 (2,709,170) 1,574,970
Cash and cash equivalents,
beginning of year 5,622,515 8,331,685 6,756,715
Cash and cash equivalents,
end of year $7,072,127 $ 5,622,515 $ 8,331,685
</TABLE>
The accompanying notes are an integral
part of the financial statements.
<PAGE>
KRUPP CASH PLUS-II LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
A. Organization
Krupp Cash Plus-II Limited Partnership (the "Partnership") was formed on
December 18, 1985 by filing a Certificate of Limited Partnership in The
Commonwealth of Massachusetts. The Partnership has 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 will continue to
exist until December 31, 2025, unless earlier terminated upon occurrence
of certain events as set forth in the Partnership Agreement.
The Partnership has issued 100 Limited Partner Interests to Krupp
Depositary Corporation (the "Corporate Limited Partner") in exchange for
a capital contribution of $2,000. The Corporate Limited Partner, in
turn, has issued Depositary Receipts ("Units") to the investors and has
assigned all of its rights and interest in the Limited Partner Interests
(except for its $2,000 Limited Partner's interest) to the holders of
Depositary Receipts. As of January 21, 1987, the Partnership completed
its public offering having sold 7,499,818 Units for $149,845,812, net of
$150,548 of purchase volume discounts.
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).
Cash Equivalents
The Partnership includes all short-term investments with maturities
of three months or less from the date of acquisition in cash and cash
equivalents. The cash equivalents are recorded at cost, which
approximates current market values.
Rental Revenues
Residential and commercial leases require the payment of base rent
monthly in advance. Rental revenues are recorded on the accrual
basis. Commercial 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 from long-term commercial leases is recognized
on a straight-line basis over the life of the related lease.
Leasing Commissions
Leasing commissions on commercial properties 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 the estimated useful lives of the related assets as follows:
Buildings and improvements 2 to 25 years
Appliances, carpeting and equipment 3 to 5 years
Continued
<PAGE>
KRUPP CASH PLUS-II LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, Continued
B. Significant Accounting Policies, Continued
Investment in Joint Venture
The Partnership has a 50% interest in Brookwood Village Joint
Venture. This investment is accounted for using the equity method of
accounting as the Partnership Agreement requires a simple majority
vote for all major decisions regarding the Joint Venture. As such,
the Partnership does not have control of the operations of the
underlying assets. Under the equity method of accounting, the
Partnership's equity investment in the net income of Brookwood
Village Joint Venture is included currently in the Partnership's net
income. Cash distributions received from the Brookwood Village Joint
Venture reduce the Partnership's investment.
MBS
MBS are held for long-term investment and are carried at amortized
cost. Premiums or discounts are amortized over the life of the
underlying securities using the effective yield method. The market
value of MBS is determined based on quoted market prices.
Income Taxes
The Partnership is not liable for federal or state income taxes as
Partnership income is allocated to the partners for income tax
purposes. In the event that the Partnership's tax returns are
examined by the Internal Revenue Service or state taxing authority
and the examination results in a change in the Partnership's taxable
income, such change will be reported to the partners.
Reclassifications
Certain prior year balances have been reclassified to conform with
current year financial statement presentation.
C. Cash and Cash Equivalents
Cash and cash equivalents at December 31, 1994 and 1993 consist of
the following:
<TABLE>
<CAPTION>
December 31,
1994 1993
<S> <C> <C>
Cash and money market accounts $ 546,430 $1,645,366
Commercial paper 6,525,697 3,977,149
$7,072,127 $5,622,515
</TABLE>
At December 31, 1994, commercial paper represents corporate issues
complying with Section 6.2(a) of the Partnership Agreement purchased
through a corporate issuer maturing in the first quarter of 1995.
Continued
<PAGE>
KRUPP CASH PLUS-II LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, Continued
D. Investment in Joint Venture
The Partnership and an affiliate of the Partnership each have a 50%
interest in the Joint Venture. The express purpose of entering into the
Joint Venture was to acquire and operate Brookwood Village Mall and
Convenience Center ("Brookwood Village"). Brookwood Village is a
shopping center containing 478,738 net leasable square feet located in
Birmingham, Alabama.
Under the purchase and sale agreement entered into by the Partnership,
its affiliates and the previous owner, the previous owner retained an
interest related to the future development at Brookwood Village. The
seller is entitled to receive up to $5,000,000 of proceeds from the sale
of Brookwood Village and potentially additional amounts related to
expansion and development. The Joint Venture holds title to Brookwood
Village free and clear from all other material liens or encumbrances.
Condensed financial statements of the Joint Venture are as follows:
Brookwood Village Joint Venture
Condensed Balance Sheets
December 31, 1994 and 1993
<TABLE>
<CAPTION>
ASSETS
1994 1993
<S> <C> <C>
Property, at cost $ 54,898,470 $ 53,961,916
Accumulated depreciation (12,854,388) (10,743,771)
42,044,082 43,218,145
Other assets 1,145,125 715,779
Total assets $ 43,189,207 $ 43,933,924
LIABILITIES AND PARTNERS' EQUITY
Total liabilities $ 509,261 $ 458,740
Partners' equity:
The Partnership 21,339,973 21,737,592
Joint venture partner 21,339,973 21,737,592
Total partners' equity 42,679,946 43,475,184
Total liabilities and partners'
equity $ 43,189,207 $ 43,933,924
</TABLE>
Continued
<PAGE>
KRUPP CASH PLUS-II LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, Continued
D. Investment in Joint Venture - Continued
<TABLE>
<CAPTION>
Brookwood Village Joint Venture
Condensed Statements of Operations
For the Years Ended December 31, 1994, 1993 and 1992
1994 1993 1992
<S> <C> <C> <C>
Revenue $ 6,129,027 $ 5,850,333 $ 5,448,479
Property operating
expenses (3,015,648) (2,997,030) (2,851,669)
Income before
depreciation 3,113,379 2,853,303 2,596,810
Depreciation (2,110,617) (1,877,287) (1,660,438)
Net income $ 1,002,762 $ 976,016 $ 936,372
Allocation of net income:
The Partnership $ 501,381 $ 488,008 $ 468,186
Joint venture partner 501,381 488,008 468,186
$ 1,002,762 $ 976,016 $ 936,372
</TABLE>
E. Mortgage Backed Securities
At December 31, 1994, the Partnerships's MBS Portfolio had an
approximate market value of $9,902,000 with unrealized gains of $217,000
and unrealized losses of $130,000. The portfolio consists of Federal
Home Loan Mortgage Corporation holdings with coupon rates ranging from
8.0% to 10.0% per annum maturing in the years 2009 through 2017, Federal
National Mortgage Association holdings with coupon rates ranging from
9.5% to 10.0% per annum maturing in the year 2016, and Government
National Mortgage Association holdings with a coupon rate of 9.0% per
annum maturing in the years 2008 and 2009. The Partnership has the
intention and ability to hold the MBS until maturity.
F. Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities consist of the following at
December 31, 1994 and 1993:
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
Accrued real estate taxes $276,181 $277,586
Tenant security deposits 188,385 170,330
Other accrued expenses 86,494 127,656
Prepaid rent 42,063 10,625
$593,123 $586,197
</TABLE>
<PAGE>
KRUPP CASH PLUS-II LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, Continued
G. Partners' Equity
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 related cash distributions which is 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, 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 the Limited Partners until they have
received a return of their total invested capital, second, to the
General Partners until they have received a return of their total
invested capital, third, 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 capital transaction,
fourth, 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
fifth, 85% to the Limited Partners and 15% to the General Partners.
As of December 31, 1994, the following cumulative partner contributions
and allocations have been made since inception of the Partnership:
<TABLE>
<CAPTION>
Investor Original Total
Limited Limited General Partners'
Partners Partner Partners Equity
<S> <C> <C> <C> <C>
Capital contributions $149,845,812 $2,000 $ 3,000 $149,850,812
Syndication costs (17,865,372) - - (17,865,372)
Cash distributions (86,317,428) (1,211) (1,086,933) (87,405,572)
Net income 38,104,568 533 777,655 38,882,756
Total, December 31, 1994 $ 83,767,580 $1,322 $ (306,278)$ 83,462,624
</TABLE>
H. Related Party Transactions
Commencing with the date of acquisition of the Partnership's properties,
the Partnership entered into agreements for the payment of property
management fees to an affiliate of the General Partners for services as
management agent. Such agreements provide for management fees payable
monthly at the rate of up to 6% of the gross receipts for commercial
properties and up to 5% of the gross receipts from residential
properties under management. The Partnership also reimburses affiliates
of the General Partners for certain expenses incurred in connection with
the operation of the properties including accounting, computer,
insurance, travel, legal and payroll, as well as the preparation and
mailing of reports and other communications to the Unitholders. Any
such amounts relating to the foregoing are presented on the face of the
statement of operations.
Continued
<PAGE>
KRUPP CASH PLUS-II LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, Continued
I. Future Base Rents Due Under Commercial Operating Leases
Future base rents receivable under commercial operating leases for the
years 1995 through 1999 are as follows:
<TABLE>
<CAPTION>
<C> <C>
1995 3,913,200
1996 2,722,900
1997 1,945,000
1998 1,692,700
1999 1,503,100
</TABLE>
J. Real Estate Taxes
During the second quarter of 1994, the Partnership successfully
petitioned for the reassessment of prior years' real estate taxes on
Coral Plaza. The Partnership received a tax refund for the 1987, 1988
and 1989 real estate tax years of approximately $235,000, which was
reflected as a reduction in the 1994 real estate tax expense.
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 reported in the accompanying statement
of operations with the income reported in the Partnership's 1994 federal
income tax return follows:
<TABLE>
<CAPTION>
<S> <C>
Net income per statement of operations $ 3,064,617
Add: Difference in book to tax depreciation 241,855
Difference in joint venture taxable income
due to book to tax depreciation 524,957
Less:Rental adjustment required by Generally
Accepted Accounting Principles (35,343)
Rental adjustment required by Generally Accepted
Accounting Principles for joint venture (142,376)
Net income for federal income tax purposes $ 3,653,710
</TABLE>
The allocation of the net income for federal income tax purposes
for 1994 is as follows:
<TABLE>
<CAPTION>
Passive Portfolio Portfolio
Income Income Expense Total
<S> <C> <C> <C> <C>
Unitholders $2,335,539 $1,258,720 $(13,672) $3,580,587
Corporate Limited
Partner 31 17 - 48
General Partners 47,665 25,688 (278) 73,075
$2,383,235 $1,284,425 $(13,950) $3,653,710
</TABLE>
During the years ended December 31, 1994, 1993 and 1992 the average per
Unit income to the Unitholders for federal income tax purposes was $.48,
$47, and $.52, respectively.
<PAGE>
KRUPP CASH PLUS-II LIMITED PARTNERSHIP
SCHEDULE III- REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1994
<TABLE>
<CAPTION>
Costs Capitalized
Subsequent to
Initial Costs to Partnership Acquisition
Buildings Buildings
and and
Description Land Improvements Improvements
<S> <C> <C> <C>
Encino Oaks Shopping Center
Encino, California $ 6,331,972 $ 2,110,657 $ 614,839
Alderwood Towne Center
Lynnwood, Washington 4,011,588 8,462,256 263,864
Canyon Place Shopping Center
Portland, Oregon 4,175,701 15,684,340 677,124
Coral Plaza Shopping Center
Oak Lawn, Illinois 1,296,760 6,027,818 186,428
Cumberland Glen Apts
Smyrna, Georgia 680,781 8,996,474 417,968
Total $16,496,802 $41,281,545 $ 2,160,223
</TABLE>
<TABLE>
<CAPTION>
Gross Amounts Carried at End of Year
Buildings
and
Land Improvements Total (a)
<S> <C> <C> <C>
Encino Oaks Shopping Center
Encino, California $ 6,331,972 $ 2,725,496 $ 9,057,468
Alderwood Towne Center
Lynnwood, Washington 4,011,588 8,726,120 12,737,708
Canyon Place Shopping Center
Portland, Oregon 4,122,637(b) 16,361,464 20,484,101
Coral Plaza Shopping Center
Oak Lawn, Illinois 1,296,760 6,214,246 7,511,006
Cumberland Glen Apts
Smyrna, Georgia 680,781 9,414,442 10,095,223
Total $16,443,738 $43,441,768 $59,885,506
</TABLE>
(a) The Partnership uses the cost basis for property valuation for both
income tax and financial statement purposes. The Partnership holds
title to its properties free and clear from all mortgage indebtedness or
other material liens or encumbrances.
(b) Canyon Place received a cash settlement of $53,064, net of legal costs,
for the granting of a railroad easement in 1994. For financial
reporting purposes, the carrying value of land has been reduced
accordingly.
Continued
<PAGE>
KRUPP CASH PLUS-II LIMITED PARTNERSHIP
SCHEDULE III- REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued
December 31, 1994
<TABLE>
<CAPTION>
Life on which
depreciation in
Year latest Statement
Accumulated Construction Date of Operation is
Depreciation Completed Acquired Computed
<S> <C> <C> <C> <C>
Encino Oaks Shopping Center
Encino, California $ 926,645 1974 07/31/86 2 to 25 Years
Alderwood Towne Center
Lynnwood, Washington 2,958,445 1985 09/03/86 2 to 25 Years
Canyon Place Shopping Center
Portland, Oregon 5,195,465 1986 12/23/86 2 to 25 Years
Coral Plaza Shopping Center
Oak Lawn, Illinois 1,850,968 1985 06/02/87 2 to 25 Years
Cumberland Glen Apts
Smyrna, Georgia 3,670,683 1985 9/3/87 3 to 25 Years
Total $14,602,206
</TABLE>
Reconciliation of Real Estate and Accumulated Depreciation for each of the three
years in the period ended December 31, 1994:
<TABLE>
<CAPTION>
1994 1993 1992
<S> <C> <C> <C>
Real Estate
Balance at beginning of year$59,117,034 $58,714,200 $58,451,432
Improvements 821,536 402,834 262,768
Settlement of land easement (53,064) - -
Balance at end of year $59,885,506 $59,117,034 $58,714,200
Accumulated Depreciation
Balance at beginning of year$12,678,562 $10,862,460 $ 9,014,642
Depreciation expense 1,923,644 1,816,102 1,847,818
Balance at end of year $14,602,206 $12,678,562 $10,862,460
</TABLE>
KRUPP CASH PLUS-II LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, Continued
ERISA Valuation
For ERISA purposes, the General Partners currently report the value of each unit
at $11.17 based upon the average price paid by the dividend reinvestment
plan for such units during the four quarters of 1994.
[ARTICLE] 5
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] DEC-31-1994
[PERIOD-END] DEC-31-1994
[CASH] 7,072,127
[SECURITIES] 9,815,123
[RECEIVABLES] 536,521
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS] 230,213
[PP&E] 81,225,479<F1>
[DEPRECIATION] (14,602,206)
[TOTAL-ASSETS] 84,277,257
[CURRENT-LIABILITIES] 814,633
[BONDS] 0
[COMMON] 83,462,624<F2>
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[OTHER-SE] 0
[TOTAL-LIABILITY-AND-EQUITY] 84,277,257
[SALES] 8,022,513<F3>
[TOTAL-REVENUES] 8,022,513
[CGS] 0
[TOTAL-COSTS] 0
[OTHER-EXPENSES] 4,957,896<F4>
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 0
[INCOME-PRETAX] 0
[INCOME-TAX] 0
[INCOME-CONTINUING] 0
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] 3,064,617
[EPS-PRIMARY] 0<F5>
[EPS-DILUTED] 0<F5>
<FN>
<F1>Includes multifamily complex of $10,095,223, retial centers of $49,790,283
and investment in J.V. of $21,339,973.
<F2>Equity of general partners ($306,278), limited partners of $83,768,902.
<F3>Includes all revenues for the partnership.
<F4>Includes all expenses for the partnership.
<F5>Net income allocated $61,292 to the general partners and $3,003,325 to the
limited partners, average net income is $.40 on 7,499,818 units outstanding.
</FN>
</TABLE>
