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 SECURITIESx
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year end December 31, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 0-15816
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: Part IV, Item 14.
The exhibit index is located on pages 11-15.
<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 Item
8 (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 Item 8 (Appendix A) to this
report). The holding period for the portfolio of unleveraged real estate
was anticipated to be 5 to 10 years from the date of acquisition.
However, the holding period was to be aligned with the delivery of the
Partnership's objectives, as defined in the Partnership's Prospectus with
the clear understanding that the Partnership must be dissolved by December
31, 2025. Unfortunately, due to the economic downturn in the retail
segment, the objectives of the Partnership have not been achieved. The
General Partners expect to sell each property when they believe they can
best maximize the return to their investors. The Partnership considers
itself to be engaged only in the industry segment of investment in real
estate and related assets.
The Partnership's real estate investments are subject to some seasonal
fluctuations, resulting from changes in utility consumption, seasonal
maintenance expenditures and changes in retail rental income based on the
percentage of tenant gross receipts. However, the future performance of
the Partnership will depend upon factors which cannot be predicted. Such
factors include general economic and real estate market conditions, both
on a national basis and in those areas where the Partnership's real estate
investments are located, the credit worthiness of GNMA, 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 <PAGE>
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 Partnership
may have little or no control.
As of December 31, 1995, there were 6 full and part-time on-site
personnel employed by the Partnership.
ITEM 2. PROPERTIES
As of December 31, 1995, the Partnership has unleveraged investments in
four retail centers having an aggregate of 364,894 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 "Joint Venture") in a shopping center with
474,138 square feet of leasable space. Additional detailed information
with respect to individual properties is contained in Note D to Financial
Statements, Schedule III and the Financial Statements for Brookwood
Village Joint Venture included in Item 8 (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 1995 1994 1993 1992 1991
Commercial
Encino Oaks
Shopping Center
<S> <C> <C> <C> <C> <C> <C> <C>
Encino, California 1986 52,380 99% 100% 97% 97% 96%
Alderwood Towne Center
Lynnwood, Washington 1986 105,346 100% 99% 100% 97% 93%
Canyon Place
Shopping Center
Portland, Oregon 1986 157,283 90% 82% 83% 87% 91%
Coral Plaza
Shopping Center
Oak Lawn, Illinois 1987 49,885 85% 87% 88% 90% 85%
Brookwood Village Mall
and Convenience Center
Birmingham, Alabama (1) 1986 474,138 94% 95% 91% 84% 87%
Residential
Cumberland Glen Apartments
Smyrna, Georgia 1987 222 96% 97% 96% 92% 91%
</TABLE>
(1) The Partnership has a 50% joint venture interest in this
property.
<PAGE>
The Partnership has no present plans for major improvements or
developments of its unleveraged real estate. Only improvements necessary
to keep the Partnership's properties competitive in their respective
markets were done and are expected to continue in the next year.
There were no tenants at any of the properties occupying 10% or
more of the Partnership's leasable space as of December 31, 1995.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the
Partnership is a party or to which any of its property is the 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,
1995 was
approximately 9,900.
The Partnership has made the following distributions to its Partners during
the years
ended December 31, 1995 and 1994.
<TABLE>
<CAPTION>
Year Ended December 31,
1995 1994
Amount Per Unit Amount Per Unit
Limited Partners:
Unitholders
<S> <C> <C> <C> <C>
(7,499,718 Units) $5,999,775 $.80 $6,012,096 $.80
Corporate Limited Partner
(100 Units) 80 $.80 80 $.80
General Partners 109,044 89,729
$6,108,899 $6,101,905
</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.
<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>
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C> <C>
Total revenue $ 8,367,001 $ 8,022,513 $ 8,432,254 $ 8,719,084 $ 8,927,929
Net income 3,388,472 3,064,617 3,232,087 3,451,547 3,941,950
Net income allocated
to Partners:
Unitholders 3,320,658 3,003,285 3,167,403 3,382,471 3,863,059
Per Unit .44 .40 .42 .45 .52
Corporate
Limited Partner 44 40 42 45 52
General
Partners 67,770 61,292 64,642 69,031 78,839
Total assets at
December 31 81,299,409 84,277,257 87,248,625 97,595,990 100,178,556
Distributions to
Partners:
Unitholders 5,999,775 6,012,096 13,495,370 6,003,028 10,768,687
Per Unit(a) .80 .80 1.80 .80 1.44
Corporate Limited
Partner 80 80 180 80 144
General
Partners 109,044 89,729 89,558 116,273 132,024
</TABLE>
(a) During the years ended December 31, 1995, 1994, 1993, 1992 and 1991
the Limited Partners' average Per Unit return of capital was $.04,
$.20, $1.21, $.13 and $.38, respectively.
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 Towne, Canyon Place,
Coral <PAGE>
Plaza and Cumberland Glen), distributions from the Partnership's interest
in the 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 have the
Partnership pay a large share of tenant buildouts to attract quality
tenants to our retail centers. This policy has proven to be successful in
attracting tenants and maintaining high occupancies at properties where it
has been undertaken and is expected to continue in 1996. In order to
remain competitive in their respective markets, the Partnership's
properties are anticipated to spend approximately $620,000 for fixed
assets in 1996, most of which are tenant buildouts at retail centers. The
Joint Venture is expected to spend approximately $860,000 for capital
improvements.
The Partnership holds MBS that are guaranteed by Government National
Mortgage Association ("GNMA"), Federal National Mortgage Association
("FNMA"), and Federal Home Mortgage Corporation ("FHLMC"). The principal
risks in respect to MBS are the credit worthiness of GNMA, FNMA, or FHLMC,
and the risk that the current value of any MBS may decline as a result of
changes in market interest rates. The General Partners believe the
interest rate risk is minimal due to the fact that the Partnership has the
ability to hold these securities to maturity. Principal collections on
MBS have decreased significantly in 1995 because rising interest rates
slowed the pace of refinancings that were experienced in 1994.
The Partnership currently enjoys significant liquidity. The General
Partners, on an ongoing basis, assess the current and future liquidity
needs in determining the levels of working capital the Partnership should
maintain. Adjustments to distributions are made when appropriate to
reflect such assessments.
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, 1995 and the period
from inception to December 31, 1995. The General Partners provide certain
of the information below to meet requirements of the Partnership Agreement
and because they believe that it is an appropriate supplemental measure of
operating performance. However, Distributable Cash Flow and Net Cash
Proceeds from Capital Transactions should not be considered by the reader
as a substitute to net income as an indicator of the Partnership's
operating performance or to cash flow as a measure of liquidity.
<PAGE>
<TABLE>
<CAPTION>
(In $1,000's except per Unit amounts)
For the Year Inception to
Ended December 31, December 31,
1995 1995
Distributable Cash Flow:
<S> <C> <C>
Net income for tax purposes $ 4,364 $45,076
Items providing/not requiring or
(not providing) the use of
operating funds:
Tax basis depreciation and
amortization 1,725 14,829
Acquisition expenses paid from
offering proceeds charged
to operations - 248
Partnership's share of Joint
Venture taxable net income (1,220) (6,064)
Distributions from Joint Venture 1,425 8,532
Additions to fixed assets (474) (2,587)
Amounts released from reserves
for capital improvements - 1,020
Total Distributable Cash Flow ("DCF") $ 5,820 $61,054
Limited Partners' Share of DCF $ 5,704 $59,833
Limited Partners' Share of DCF
per Unit $ .76 $ 7.98
General Partners' Share of DCF $ 116 $ 1,221
Net Proceeds from Capital Transactions:
Principal collections on MBS, net $ 1,313 $36,632
Reinvestment of MBS principal
collections - (3,687)
Total Net Proceeds from Capital
Transactions $ 1,313 $32,945
Distributions:
Limited Partners $ 6,000(a) $93,818(b)
Limited Partners' Average
per Unit $ .80(a) $ 12.51(b)(c)
General Partners $ 116(a) $ 1,221(b)
Total Distributions $ 6,116(a) $95,039(b)
</TABLE>
(a) Represents distributions paid in 1995, except the February, 1995
distribution which relates to 1994 cash flows, and includes an
estimate of the distribution to be paid in February, 1996.
(b) Includes an estimate of the distribution to be paid in February,
1996.
(c) Limited Partners' average per Unit return of capital as of February,
1996 is $4.53 [$12.51 - $7.98].
Operations
<PAGE>
Partnership
1995 compared to 1994
Cash flow increased due to decreased capital improvements,
increased rental revenues and distributions received from the
Joint Venture. Rental revenues in 1995 have increased when
compared to 1994 as a result of changes at Canyon Place and
Cumberland Glen. Canyon Place experienced an 8% increase in
occupancy in 1995 as compared to 1994. This increase in occupancy
is due to the opening of the 4,391 square foot Payless Shoes and
the 10,592 square foot Petco Pet Food and Supplies stores in the
fourth quarter of 1994 and to the expansion of several tenants
within the last year. At Cumberland Glen, the strong economic
environment in the Atlanta, Georgia area has allowed management to
increase rental rates on certain floor plans. All other
properties have experienced relatively stable occupancies with
minor rental increases during 1995.
Total expenses as a whole remained relatively stable. However,
individually, maintenance, operating, general and administrative,
and real estate taxes all changed significantly in 1995 as
compared to 1994. Operating and general and administrative
expenses decreased as a result of management's efforts to reduce
reimbursable expenses throughout 1995. Maintenance expense
decreased in 1995 as compared to the same period in 1994 due to
preventive maintenance at Encino Oaks, roof repairs at Canyon
Place, and improvements to the parking lot and building interiors
at Cumberland Glen, all performed in 1994. The increase in real
estate taxes is due primarily to a refund of approximately
$270,000 recorded in the second quarter of 1994 for prior years'
real estate taxes at Coral Plaza.
1994 compared to 1993
In comparing 1994 to 1993, distributable cash flow increased
$60,000 as increased distributions from the Joint Venture more
than offset increases in capital improvements. Rental revenues
for 1994 as compared to 1993 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 $270,000 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.
MBS and Other Income
MBS interest income decreased $151,000 in 1995 from 1994, and
$411,000 in 1994 from 1993 due to large prepayments of principal
which occurred from 1993 to the first half of 1995. The asset
balance on which income is generated has decreased approximately 13%
since
<PAGE>
December 31, 1994 and approximately 33% since December 31, 1993.
Interest income on short-term investments has increased since 1993
due to higher average cash and cash equivalent balances.
Joint Venture
The Joint Venture's revenues for 1995 as compared to 1994 have remained
relatively stable as a result of steady occupancy throughout 1995. Total
expenses in 1995 as compared to 1994 have remained relatively flat. Real
estate taxes decreased as a result of an abatement in the third quarter of
1995 due to the revaluation of the Joint Venture by the local taxing
authority. This reduction is offset by an increase in operating expense
attributable to increased leasing efforts by management. Depreciation
expense increased due to a large number of tenant buildouts and
improvements completed in 1995 and 1994.
The Joint Venture'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.
General
In accordance with Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of", which is effective for fiscal years beginning
after December 15, 1995, the Partnership has implemented policies and
practices for assessing impairment of its real estate assets.
The Partnership's investments in properties and the Joint
Venture are carried at cost less accumulated depreciation unless the
General Partners believe there is a significant impairment in value, in
which case a provision to write down investments in properties and the
Joint Venture to fair value will be charged against income. At this time,
the General Partners do not believe that any assets of the Partnership are
signifantly impaired.
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:
<PAGE>
Position with
Name and Age The Krupp Corporation
Douglas Krupp (49) Co-Chairman of the Board
George Krupp (51) Co-Chairman of the Board
Laurence Gerber (39) President
Robert A. Barrows (38) Senior Vice President
and Corporate Controller
Douglas Krupp is Co-Chairman and Co-Founder of The Berkshire Group.
Established in 1969 as the Krupp Companies, this real estate-based firm
expanded over the years within its areas of expertise including investment
program sponsorship, property and asset management, mortgage banking,
healthcare facility ownership and the management of the Company. Today,
The Berkshire Group is an integrated real estate, mortgage and healthcare
company which is headquartered in Boston with regional offices throughout
the country. A staff of 3,400 are responsible for the more than $4
billion under management for institutional and individual clients. Mr.
Krupp is a graduate of Bryant College. In 1989 he received an honorary
Doctor of Science in Business Administration from this institution and was
elected trustee in 1990. Mr. Krupp is Chairman of the Board and a Director
of Berkshire Realty Company, Inc. (NYSE-BRI). George Krupp is Douglas
Krupp's brother.
George Krupp is the Co-Chairman and Co-Founder of The Berkshire Group.
Established in 1969 as the Krupp Companies, this real estate-based firm
expanded over the years within its areas of expertise including investment
program sponsorship, property and asset management, mortgage banking and
healthcare facility ownership. Today, The Berkshire Group is an
integrated real estate, mortgage and healthcare company which is
headquartered in Boston with regional offices throughout the country. A
staff of 3,400 are responsible for more than $4 billion under management
for institutional and individual clients. Mr. Krupp attended the
University of Pennsylvania and Harvard University. Mr. Krupp also serves
as Chairman of the Board and Trustee of Krupp Government Income Trust and
as Chairman of the Board and Trustee of Krupp Government Income Trust II.
Laurence Gerber is the President and Chief Executive Officer of The
Berkshire Group. Prior to becoming President and Chief Executive Officer
in 1991, Mr. Gerber held various positions with The Berkshire Group which
included overall responsibility at various times for: strategic planning
and product development, real estate acquisitions, corporate finance,
mortgage banking, syndication and marketing. Before joining The Berkshire
Group in 1984, he was a management consultant with Bain & Company, a
national consulting firm headquartered in Boston. Prior to that, he was a
senior tax accountant with Arthur Andersen & Co., an international
accounting and consulting firm. Mr. Gerber has a B.S. degree in Economics
from the University of Pennsylvania, Wharton School and an M.B.A. degree
with high distinction from Harvard Business School. He is a Certified
Public Accountant. Mr. Gerber also serves as President and Director of
Berkshire Realty Company, Inc. (NYSE-BRI) and President and Trustee of
Krupp Government Income Trust and President and Trustee of Krupp
Government Income Trust II.
<PAGE>
Robert A. Barrows is Senior Vice President and Chief Financial Officer
of Berkshire Mortgage Finance and Corporate Controller of The Berkshire
Group. Mr. Barrows has held several positions within The Berkshire Group
since joining the company in 1983 and is currently responsible for
accounting and financial reporting, treasury, tax, payroll and office
administrative activities. Prior to joining The Berkshire Group, he was
an audit supervisor for Coopers & Lybrand L.L.P. in Boston. He received
a B.S. degree from Boston College and is a Certified Public Accountant.
ITEM 11. EXECUTIVE COMPENSATION
The Partnership has no directors or executive officers.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of December 31, 1995, no person of record owned or was known by the
General Partners to own beneficially more than 5% of the Partnership's
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
The Partnership does not have any directors, executive officers or
nominees for election as director. Additionally, as of December 31, 1995,
no person of record owned or was known by the General Partners to own
beneficially more than 5% of the Partnership's outstanding Units.
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.
3. Financial Statements - as required by Rule 3-09 of
Regulation S-X. The financial statements and schedule
for Brookwood Village Joint Venture (the "Joint Venture")
are included under Item 8 (Appendix A) on pages F-17 to
F-29 of this report.
(b) Exhibits:
Number and Description
Under Regulation S-K
<PAGE>
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
<PAGE>
Property Management ("BPM"), as Agent.
[Exhibit 10.4a to Registrant's Report on Form
10-K dated December 31, 1986 (File No. 33-
2312)].*
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
<PAGE>
dated September 3, 1986 (File No. 33-2312)].*
Brookwood Village Mall 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)].*
(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
<PAGE>
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)].*
(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
<PAGE>
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 end December 31, 1995
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
21st day of March, 1996.
KRUPP CASH PLUS-II LIMITED PARTNERSHIP
By: The Krupp Corporation, a General Partner
By: /s/Douglas Krupp
Douglas Krupp, Co-Chairman (Principal Executive
Officer) and Director of The Krupp Corporation
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated, on the 21st day of March,
1996.
Signatures Titles
/s/Douglas Krupp Co-Chairman (Principal Executive Officer)
Douglas Krupp Director of The Krupp Corporation (a
and General Partner of the Registrant)
/s/George Krupp Co-Chairman (Principal Executive Officer)
George Krupp and Director of The Krupp Corporation
(a) General Partner of the Registrant)
/s/Laurence Gerber President of The Krupp Corporation (a
Laurence Gerber General Partner of the Registrant)
/s/Robert A. Barrows Senior Vice President and Corporate
Robert A. Barrows Controller of the Krupp Corporation (a
General Partner of the Registrant)
<PAGE>
APPENDIX A
KRUPP CASH PLUS-II LIMITED PARTNERSHIP
ITEM 8 of FORM 10-K
ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION
For the Year Ended December 31, 1995
<PAGE>
KRUPP CASH PLUS-II LIMITED PARTNERSHIP
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
Report of Independent Accountants F-3
Balance Sheets at December 31, 1995 and 1994 F-4
Statements of Operations for the Years Ended
December 31, 1995, 1994 and 1993 F-5
Statements of Changes in Partners' Equity for the Years
Ended December 31, 1995, 1994 and 1993 F-6
Statements of Cash Flows for the Years Ended
December 31, 1995, 1994 and 1993 F-7
Notes to Financial Statements F-8 - F-14
Schedule III - Real Estate and Accumulated Depreciation F-15 - F-16
Financial Statements - Brookwood Village Joint Venture F-17 - F-29
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, 1995 and 1994, and the results of
its operations and its cash flows for each of the three years in the
period ended December 31, 1995 in conformity with generally accepted
accounting principles. In addition, in our opinion, the financial
statement schedule referred to above, when considered in relation to the
basic financial statements taken as a whole, presents fairly, in all
material respects, the information required to be included therein.
Boston, Massachusetts COOPERS & LYBRAND L.L.P.
January 31, 1996
<PAGE>
KRUPP CASH PLUS-II LIMITED PARTNERSHIP
BALANCE SHEETS
December 31, 1995 and 1994
ASSETS
<TABLE>
<CAPTION>
1995 1994
Real estate assets:
Multi-family apartment complex, less
accumulated depreciation of
$4,137,678 and $3,670,683,
<S> <C> <C>
respectively $ 6,119,113 $ 6,424,540
Retail centers, less accumulated
depreciation of $12,489,601 and
$10,931,523, respectively 37,613,542 38,858,760
Investment in Joint Venture (Note D) 20,411,464 21,339,973
Mortgage-backed securities ("MBS")
(Note E) 8,501,911 9,815,123
Total real estate assets 72,646,030 76,438,396
Cash and cash equivalents (Note C) 8,065,906 7,072,127
Other assets 587,473 766,734
Total assets $81,299,409 $84,277,257
LIABILITIES AND PARTNERS' EQUITY
Accounts payable $ 23,879 $ 221,510
Accrued expenses and other
liabilities (Note F) 533,333 593,123
Total liabilities 557,212 814,633
Commitments and contingencies (Note D)
Partners' equity (Note G):
Unitholders
(7,499,718 Units outstanding) 81,088,463 83,767,580
Corporate Limited Partner
(100 Units outstanding) 1,286 1,322
General Partners (347,552) (306,278)
Total Partners' equity 80,742,197 83,462,624
Total liabilities and Partners' equity $81,299,409 $84,277,257
</TABLE>
The accompanying notes are an integral
part of the financial statements.
<PAGE>
KRUPP CASH PLUS-II LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1995, 1994 and 1993
<TABLE>
<CAPTION>
1995 1994 1993
Revenue:
<S> <C> <C> <C>
Rental (Note I) $6,588,018 $6,246,489 $6,260,009
Partnership's share of Joint
Venture net income
(Note D) 496,491 501,381 488,008
Interest income - MBS
(Note E) 816,210 967,172 1,377,733
Interest income - other
(Note C) 466,282 307,471 306,504
Total revenue 8,367,001 8,022,513 8,432,254
Expenses:
Operating (Note H) 918,694 1,029,931 1,091,757
Maintenance 501,083 581,822 552,023
General and administrative
(Note H) 343,761 442,987 490,632
Real estate taxes (Note J) 815,364 630,923 893,168
Management fees (Note H) 374,554 348,589 356,485
Depreciation 2,025,073 1,923,644 1,816,102
Total expenses 4,978,529 4,957,896 5,200,167
Net income (Note K) $3,388,472 $3,064,617 $3,232,087
Allocation of net income
(Note G):
Unitholders (7,499,718 Units
outstanding) $3,320,658 $3,003,285 $3,167,403
Net income per Unit
of Depositary Receipt $ .44 $ .40 $ .42
Corporate Limited Partner
(100 Units outstanding) $ 44 $ 40 $ 42
General Partners $ 67,770 $ 61,292 $ 64,642
</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, 1995, 1994 and 1993
<TABLE>
<CAPTION>
Corporate Total
Limited General Partners'
Unitholders Partner Partners Equity
Balance at
<S> <C> <C> <C> <C>
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
Net income 3,320,658 44 67,770 3,388,472
Cash distributions (5,999,775) (80) (109,044) (6,108,899)
Balance at
December 31, 1995 $81,088,463 $1,286 $(347,552) $80,742,197
</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, 1995, 1994 and 1993
<TABLE>
<CAPTION>
1995 1994 1993
Operating activities:
<S> <C> <C> <C>
Net income $ 3,388,472 $ 3,064,617 $ 3,232,087
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation 2,025,073 1,923,644 1,816,102
Partnership's share of Joint
Venture net income (496,491) (501,381) (488,008)
Distributions received from
Joint Venture 496,491 501,381 400,000
Amortization of MBS premium
(discount), net (3,943) 147 4,456
Decrease (increase)in other
assets 179,261 (68,878) 127,149
Increase (decrease) in
accounts payable (197,631) 58,994 28,404
Increase (decrease) in accrued
expenses and other
liabilities (59,790) 6,926 (22,748)
Net cash provided by
operating activities 5,331,442 4,985,450 5,097,442
Investing activities:
Additions to fixed assets (471,770) (821,536) (402,834)
Settlement of land easement (2,658) 53,064 -
Principal collections on MBS 1,317,155 2,936,920 6,181,330
Distributions received from Joint
Venture in excess of its earnings 928,509 397,619 -
Net cash provided by
investing activities 1,771,236 2,566,067 5,778,496
Financing activity:
Distributions (6,108,899) (6,101,905) (13,585,108)
Net increase (decrease) in
cash and cash equivalents 993,779 1,449,612 (2,709,170)
Cash and cash equivalents,
beginning of year 7,072,127 5,622,515 8,331,685
Cash and cash equivalents,
end of year $ 8,065,906 $ 7,072,127 $ 5,622,515
</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).
Risks and Uncertainties
The Partnership invests its cash primarily in deposits and
money market funds with commercial banks. The Partnership
has not experienced any losses to date on its invested cash.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amount of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amount of revenues and
expenses during the reporting period. Actual results could
differ from those estimates.
Cash Equivalents
The Partnership includes all short-term investments with
<PAGE>
maturities of three months or less from the date of
acquisition in cash and cash equivalents. The cash
equivalents are recorded at cost, which approximates current
market values.
Rental Revenues
Leases require the payment of base rent monthly in advance.
Rental revenues are recorded on the accrual basis.
Commerical 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 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
Impairment of Long-Lived Assets
In accordance with Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of", which is effective for
fiscal years beginning after December 15, 1995, the
Partnership has implemented policies and practices for
assessing impairment of its real estate assets.
The Partnership routinely performs market and growth studies
along with yearly appraisals of its unleveraged real estate.
The investments in properties and Joint Venture are carried
at cost less accumulated depreciation unless the General
Partners believe there is a significant impairment in value,
in which case a provision to write down investments in
properties and the Joint Venture to fair value will be
charged against income. At this time, the General Partners
do not believe that any assets of the Partnership are
significantly impaired.
Investment in Joint Venture
The Partnership has a 50% interest in the 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
<PAGE>
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 the Joint Venture is included currently in
the Partnership's net income. Cash distributions received
from the 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, 1995 and 1994 consist
of the following:
December 31,
1995 1994
Cash and money market accounts $ 710,395 $ 546,430
Commercial paper 6,365,784 5,534,478
Bankers' acceptance 989,727 991,219
$8,065,906 $7,072,127
At December 31, 1995, commercial paper and bankers acceptance
represent corporate issues complying with Section 6.2(a) of the
Partnership Agreement purchased through a corporate issuer
maturing in the first quarter of 1996. At December 31, 1995,
the carrying value of the Partnership's investment in both
commercial paper and bankers' acceptance approximates fair
value.
D. 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
<PAGE>
Brookwood Village Mall and Convenience Center ("Brookwood
Village"). Brookwood Village is a shopping center containing
474,138 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.
Financial statements for Brookwood Village Joint Venture are
included on pages F-17 to F-29 of this report.
E. Mortgage Backed Securities
At December 31, 1995, the Partnership's MBS Portfolio has an
approximate market value of approximately $9,044,000 with
unrealized gains of approximately $542,000 and no unrealized
losses. At December 31, 1994, the Partnership's MBS Portfolio
had an approximate market value of approximately $9,902,000
with unrealized gains of approximately $217,000 and unrealized
losses of approximately $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 coupon rates of 9.0% per annum
maturing in the years 2008 through 2009. The Partnership has
the intention and ability to hold the MBS and other investments
until maturity.
F. Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities consist of the following
at December 31, 1995 and 1994:
1995 1994
Accrued real estate taxes $264,996 $276,181
Tenant security deposits 186,242 188,385
Other accrued expenses 34,636 86,494
Prepaid rent 47,459 42,063
$533,333 $593,123
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.
<PAGE>
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, 1995, the following cumulative partner
contributions and allocations have been made since inception of
the Partnership:
<TABLE>
<CAPTION>
Corporate Total
Limited General Partners'
Unitholders Partner Partners Equity
<S> <C> <C> <C> <C> <C>
Capital contributions $149,845,812 $ 2,000 $ 3,000 $149,850,812
Syndication costs (17,865,372) - - (17,865,372)
Net income 41,425,226 577 845,425 42,271,228
Cash distributions (92,317,203) (1,291) (1,195,977) (93,514,471)
Total at December 31, 1995 $ 81,088,463 $1,286 $ (347,552) $ 80,742,197
</TABLE>
H. Related Party Transactions
Commencing with the date of acquisition of the Partnership's
properties, the Partnership entered into agreements under which
property management fees are paid to an affiliate of the
General Partners for services as management agent. Such
agreements provide for management fees payable monthly at a
rate up to 6% of the gross receipts net of leasing commissions
from commercial properties under management 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, and with the
preparation and mailing of reports and other communications to
the Unitholders.
<PAGE>
Amounts paid to the General Partners or their affiliates were as follows:
1995 1994 1993
Management Fees $374,554 $348,589 $356,485
Expense Reimbursements 322,733 537,516 565,807
Charged to operations $697,287 $886,105 $922,292
I. Future Base Rents Due Under Commercial Operating Leases
Future base rents due under commercial operating leases for the
years 1996 through 2000 and thereafter are as follows:
1996 $3,964,700
1997 3,244,700
1998 2,907,500
1999 2,640,200
2000 2,218,100
Thereafter 5,895,300
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 fiscal real estate tax years of
approximately $270,000, which was reflected as a reduction of
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 for each year reported in the
accompanying statement of operations with the income reported
in the Partnership's 1995, 1994 and 1993 federal income tax
return follows:
<PAGE>
<TABLE>
<CAPTION>
1995 1994 1993
Net income per statement of
<S> <C> <C> <C>
operations $3,388,472 $3,064,617 $3,232,087
Add: Difference in book to tax
depreciation 303,088 241,855 151,902
Difference in Joint Venture
taxable income due to book
to tax depreciation 833,854 524,957 361,864
Less: Rental adjustment required
by Generally Accepted
Accounting Principles (50,659) (35,343) (36,826)
Rental adjustment required
by Generally Accepted
Accounting Principles
for Joint Venture (110,747) (142,376) (66,221)
Joint Venture Prepaid
rent reduction - - (30,877)
Net income for federal income
tax purposes $4,364,008 $3,653,710 $3,611,929
</TABLE>
The allocation of the net income for federal income tax purposes for
1995 is as follows:
<TABLE>
<CAPTION>
Passive Portfolio Portfolio
Income Income Expense Total
<S> <C> <C> <C> <C>
Unitholders $2,995,561 $1,281,110 $ - $4,276,671
Corporate Limited
Partner 40 17 - 57
General Partners 61,134 26,146 - 87,280
$3,056,735 $1,307,273 $ - $4,364,008
</TABLE>
During the years ended December 31, 1995, 1994 and 1993 the
average per Unit income to the Unitholders for federal income
tax purposes was $.57, $.48, and $.47, respectively.
<PAGE>
KRUPP CASH PLUS-II LIMITED PARTNERSHIP
SCHEDULE III- REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1995
<TABLE>
<CAPTION>
Costs Capitalized
Subsequent to
Initial Costs to Partnership Acquisition
Buildings Buildings
and and
Description Land Improvements Improvements
Encino Oaks Shopping Center
<S> <C> <C> <C>
Encino, California $ 6,331,972 $ 2,110,657 $ 698,107
Alderwood Towne Center
Lynnwood, Washington 4,011,588 8,462,256 287,935
Canyon Place Shopping Center
Portland, Oregon 4,175,701 15,684,340 779,386
Coral Plaza Shopping Center
Oak Lawn, Illinois 1,296,760 6,027,818 287,029
Cumberland Glen Apts
Smyrna, Georgia 680,781 8,996,474 579,536
Total $16,496,802 $41,281,545 $2,631,993
</TABLE>
<TABLE>
<CAPTION>
Gross Amounts Carried at End of Year
Buildings
and
Land Improvements Total (a)
Encino Oaks Shopping Center
<S> <C> <C> <C>
Encino, California $ 6,331,972 $ 2,808,764 $ 9,140,736
Alderwood Towne Center
Lynnwood, Washington 4,011,588 8,750,191 12,761,779
Canyon Place Shopping Center
Portland, Oregon 4,125,295(b) 16,463,726 20,589,021
Coral Plaza Shopping Center
Oak Lawn, Illinois 1,296,760 6,314,847 7,611,607
Cumberland Glen Apts
Smyrna, Georgia 680,781 9,576,010 10,256,791
Total $16,446,396 $43,913,538 $60,359,934
</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. The
aggregate cost for federal income tax purposes at December 31,
1995 is $60,500,636.
(b) Canyon Place received a cash settlement of $50,406, 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, 1995
<TABLE>
<CAPTION>
Life on which
depreciation in
Year latest Statement
Accumulated Construction Date of Operations is
Depreciation Completed Acquired Computed
Encino Oaks Shopping Center
<S> <C> <C> <C> <C> <C>
Encino, California $ 1,100,793 1974 07/31/86 2 to 25 Years
Alderwood Towne Center
Lynnwood, Washington 3,324,780 1985 09/03/86 2 to 25 Years
Canyon Place Shopping Center
Portland, Oregon 5,945,305 1986 12/23/86 2 to 25 Years
Coral Plaza Shopping Center
Oak Lawn, Illinois 2,118,723 1985 06/02/87 2 to 25 Years
Cumberland Glen Apts
Smyrna, Georgia 4,137,678 1985 09/03/87 3 to 25 Years
Total $16,627,279
</TABLE>
Reconciliation of Real Estate and Accumulated Depreciation for each of the
three years in the period ended December 31, 1995:
<TABLE>
<CAPTION>
1995 1994 1993
Real Estate
<S> <C> <C> <C>
Balance at beginning of year $59,885,506 $59,117,034 $58,714,200
Improvements 471,770 821,536 402,834
Settlement of land easement 2,658 (53,064) -
Balance at end of year $60,359,934 $59,885,506 $59,117,034
1995 1994 1993
Accumulated Depreciation
Balance at beginning of year $14,602,206 $12,678,562 $10,862,460
Depreciation expense 2,025,073 1,923,644 1,816,102
Balance at end of year $16,627,279 $14,602,206 $12,678,562
</TABLE>
<PAGE>
BROOKWOOD VILLAGE JOINT VENTURE
FINANCIAL STATEMENTS AND SCHEDULE
For the Year Ended December 31, 1995
<PAGE>
BROOKWOOD VILLAGE JOINT VENTURE
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
Report of Independent Accountants F-19
Balance Sheets at December 31, 1995 and 1994 F-20
Statements of Operations for the Years Ended
December 31, 1995, 1994 and 1993 F-21
Statements of Changes in Partners' Equity for the Years
Ended December 31, 1995, 1994 and 1993 F-22
Statements of Cash Flows for the Years Ended
December 31, 1995, 1994 and 1993 F-23
Notes to Financial Statements F-24 - F-27
Schedule III - Real Estate and Accumulated Depreciation F-28 - F-29
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 Joint Venture Partners of
Brookwood Village Joint Venture:
We have audited the financial statements and financial statement schedule of
Brookwood Village Joint Venture (the "Joint Venture") listed in the index on\
page
F-18 of this Form 10-K. These financial statements and financial statement
schedule are the responsibility of the Joint Venture'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 the Joint Venture as of
December
31, 1995 and 1994, and the results of its operations and its cash flows
for each
of the three years in the period ended December 31, 1995 in conformity
with
generally accepted accounting principles. In addition, in our opinion,
the
financial statement schedule referred to above, when considered in
relation to the
basic financial statements taken as a whole, presents fairly, in all
material
respects, the information required to be included therein.
Boston, Massachusetts COOPERS & LYBRAND L.L.P.
January 31, 1996
<PAGE>
BROOKWOOD VILLAGE JOINT VENTURE
BALANCE SHEETS
December 31, 1995 and 1994
<TABLE>
<CAPTION>
ASSETS
1995 1994
Real estate assets:
<S> <C> <C>
Land $ 14,569,321 $ 14,569,321
Building and improvements 40,909,497 40,329,149
Less accumulated depreciation (15,164,143) (12,854,388)
Total real estate assets 40,314,675 42,044,082
Cash and cash equivalents (Note C) 234,661 620,126
Other assets 632,581 809,751
Total assets $ 41,181,917 $ 43,473,959
LIABILITIES AND PARTNERS' EQUITY
Accounts payable $ 14,413 $ 29,154
Accrued expenses and other
liabilities (Note D) 344,576 764,859
Total liabilities 358,989 794,013
Partners' equity (Note E) 40,822,928 42,679,946
Total liabilities and Partners' equity $ 41,181,917 $ 43,473,959
</TABLE>
The accompanying notes are an integral
part of the financial statements.
<PAGE>
BROOKWOOD VILLAGE JOINT VENTURE
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1995, 1994 and 1993
<TABLE>
<CAPTION>
1995 1994 1993
Revenue:
<S> <C> <C> <C>
Rental (Note G) $6,243,206 $6,108,361 $5,831,448
Interest income 50,656 20,666 18,885
Total revenue 6,293,862 6,129,027 5,850,333
Expenses:
Operating (Note F) 1,689,116 1,631,195 1,795,841
Maintenance 590,110 588,747 455,520
Real estate taxes 335,475 439,676 415,614
Management fees (Note F) 376,424 356,030 330,055
Depreciation 2,309,755 2,110,617 1,877,287
Total expenses 5,300,880 5,126,265 4,874,317
Net income (Note H) $ 992,982 $1,002,762 $ 976,016
Allocation of net income:
(Note E)
Krupp Cash Plus-II Limited
Partnership $ 496,491 $ 501,381 $ 488,008
Texas Apartments Limited
Partnership $ 496,491 $ 501,381 $ 488,008
</TABLE>
The accompanying notes are an integral
part of the financial statements.
<PAGE>
BROOKWOOD VILLAGE JOINT VENTURE
STATEMENTS OF CHANGES IN PARTNERS' EQUITY
For the Years Ended December 31, 1995, 1994 and 1993
<TABLE>
<CAPTION>
Krupp Texas
Cash Plus-II Apartments Total
Limited Limited Partners'
Partnership Partnership Equity
Balance at
<S> <C> <C> <C>
December 31, 1992 $21,649,584 $ 21,649,584 $43,299,168
Net income 488,008 488,008 976,016
Cash distributions (400,000) (400,000) (800,000)
Balance at
December 31, 1993 21,737,592 21,737,592 43,475,184
Net income 501,381 501,381 1,002,762
Cash distributions (899,000) (899,000) (1,798,000)
Balance at
December 31, 1994 21,339,973 21,339,973 42,679,946
Net income 496,491 496,491 992,982
Cash distributions (1,425,000) (1,425,000) (2,850,000)
Balance at
December 31, 1995 $20,411,464 $20,411,464 $40,822,928
</TABLE>
The accompanying notes are an integral
part of the financial statements.
<PAGE>
BROOKWOOD VILLAGE JOINT VENTURE
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1995, 1994 and 1993
<TABLE>
<CAPTION>
1995 1994 1993
Operating activities:
<S> <C> <C> <C>
Net income $ 992,982 $ 1,002,762 $ 976,016
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Depreciation 2,309,755 2,110,617 1,877,287
Decrease (increase)
in other assets 177,170 (158,935) (157,629)
Increase (decrease) in
accounts payable (14,741) (270,459) 213,702
Increase (decrease) in
accrued expenses
and other liabilities (420,283) 473,289 (142,787)
Net cash provided
by operating
activities 3,044,883 3,157,274 2,766,589
Investing activity:
Additions to fixed assets (580,348) (936,554) (2,093,665)
Financing activity:
Distributions (2,850,000) (1,798,000) (800,000)
Net increase (decrease) in
cash and cash equivalents (385,465) 422,720 (127,076)
Cash and cash equivalents,
beginning of year 620,126 197,406 324,482
Cash and cash equivalents,
end of year $ 234,661 $ 620,126 $ 197,406
</TABLE>
The accompanying notes are an integral
part of the financial statements.
<PAGE>
BROOKWOOD VILLAGE JOINT VENTURE
NOTES TO FINANCIAL STATEMENTS
A. Organization
On December 16, 1986 Brookwood Village Joint Venture (the "Joint
Venture") acquired Brookwood Village Mall and Convenience Center
("Brookwood Village"), a retail development located in Birmingham,
Alabama. Brookwood Village consists of a covered mall, a covered garage
and a detached strip shopping center with an aggregate net leasable
square footage of 474,138. The Joint Venture is 50% owned by Krupp Cash
Plus-II Limited Partnership and Texas Apartments Limited Partnership
("Joint Venture Partners"), both with similar investment objectives.
The express purpose of entering into the Joint Venture was to purchase,
own, manage and operate Brookwood Village. Neither the Joint Venture
Partners nor the Joint Venture had any affiliation with the seller. The
Joint Venture shall exist until December 16, 2006 unless earlier
terminated upon occurrence of certain events as set forth in the
Brookwood Village Joint Venture Agreement. The seller has retained an
interest related to future development at Brookwood Village entitling
the seller to the first $5,000,000 of proceeds from the sale of
Brookwood Village.
B. Significant Accounting Policies
The Joint Venture 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 H):
Risks and Uncertainties
The Joint Venture invests its cash primarily in deposits and
money market funds with commercial banks. The Joint Venture has
not experienced any losses to date on its invested cash.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amount
of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements of
revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Cash Equivalents
The Joint Venture includes all short-term investments with
maturities of three months or less from the date of acquisition
in cash and cash equivalents. Cash equivalents are recorded at
cost, which approximates current market value.
Rental Revenues
Commercial leases require the payment of base rent monthly in
<PAGE>
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 recorded as income when received. Minimum rental
revenue from long-term commercial leases is recognized on a
straight-line basis over the life of the related lease.
Depreciation
Depreciation of building and improvements is provided for by
the use of the straight-line method over estimated useful lives
of 3-25 years. Tenant improvements are depreciated over the
life of the lease.
Impairment of Long-Lived Assets
In accordance with Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of", which is effective for
fiscal years beginning after December 15, 1995, the Partnership
has implemented policies and practices for assessing impairment
of its real estate assets.
The Joint Venture Partners routinely perform market and growth
studies along with yearly appraisals of their unleveraged real
estate. The properties are carried at cost less accumulated
depreciation unless the Joint Venture Partners believe there is
a significant impairment in value, in which case a provision to
write down investments in properties to fair value will be
charged against income. At this time, the Joint Venture
Partners do not believe that any assets of the Joint Venture
are significantly impaired.
Leasing Commissions
Leasing commissions are deferred and amortized over the life of
the related lease.
Income Taxes
The Joint Venture is not liable for federal or state income
taxes because Joint Venture income or loss is allocated to the
Joint Venture Partners for income tax purposes. In the event
the Joint Venture's tax returns are examined by the Internal
Revenue Service or state taxing authority and such an
examination results in a change in the Joint Venture taxable
income or loss, such change will be reported to the Joint
Venture Partners.
C. Cash and Cash Equivalents
Cash and cash equivalents at December 31, 1995 and 1994 consist
<PAGE>
of the following:
December 31,
1995 1994
Cash and money market accounts $234,661 $271,662
Commercial paper - 348,464
$234,661 $620,126
D. Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities consist of the following
at December 31, 1995 and 1994:
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Accrued real estate taxes $ 95,934 $ 540,171
Tenant security deposits 24,523 27,972
Other accrued expenses 169,965 153,806
Prepaid rent 54,154 42,910
$344,576 $ 764,859
</TABLE>
E. Partner's Equity
Under the terms of the Brookwood Village Joint Venture
Agreement, profits, losses and distributions are allocated 50%
to each Joint Venture Partner.
As of December 31, 1995, the following cumulative Joint Venture
Partner contributions and allocations had been made since
inception of the Joint Venture:
<TABLE>
<CAPTION>
Krupp Texas
Cash Plus-II Apartments Total
Limited Limited Partners'
Partnership Partnership Equity
<S> <C> <C> <C>
Capital contributions $23,843,095 $23,843,095 $ 47,686,190
Net income 5,100,016 5,100,016 10,200,032
Cash distributions (8,531,647) (8,531,647) (17,063,294)
Total at
December 31, 1995 $20,411,464 $20,411,464 $ 40,822,928
</TABLE>
F. Related Party Transactions
Commencing with the date of acquisition of Brookwood Village, the Joint
Venture entered into agreements under which property management fees
are paid to an affiliate of the Joint Venture Partners for services as
management agent. Such agreements provide for management fees payable
monthly at the rate of up to 6% of the gross receipts net of leasing
commissions. The Joint Venture also reimburses affiliates of the Joint
<PAGE>
Venture Partners for certain expenses incurred in connection with the
operation of Brookwood Village including accounting, computer,
insurance, travel, legal and payroll.
Amounts paid to affiliates of the Joint Venture Partners were as
follows:
1995 1994 1993
Management Fees $376,424 $356,030 $330,055
Expense Reimbursements 137,455 224,200 223,568
Charged to operations $513,879 $580,230 $553,623
G. Future Base Rents Due Under Commercial Operating Leases
Future base rents due under commercial operating leases in the five
years 1996 through 2000 and thereafter are as follows:
1996 $ 4,074,300
1997 3,706,900
1998 3,375,200
1999 3,048,200
2000 2,450,400
Thereafter 12,965,116
H. Federal Income Taxes
The reconciliation of the income for each year reported in the
accompanying statement of operations with the income reported in the
Joint Venture's 1995, 1994 and 1993 federal income tax return follows:
<TABLE>
<CAPTION>
1995 1994 1993
Net income per statement of
<S> <C> <C> <C>
operations $ 992,982 $1,002,762 $ 976,016
Difference in book to tax
depreciation 1,299,910 801,340 607,319
Rental adjustment required
by Generally Accepted
Accounting Principles 63,257 (152,321) (132,443)
Prepaid rent reduction - - (61,754)
Net income for federal income
tax purposes $2,356,149 $1,651,781 $1,389,138
</TABLE>
The allocation of the 1995 net income for federal income tax purposes is
as follows:
<PAGE>
Passive Portfolio
Income Income Total
Krupp Cash Plus-II Limited
Partnership $1,194,268 $25,328 $1,219,596
Texas Apartments Limited
Partnership 1,111,225 25,328 1,136,553
$2,305,493 $50,656 $2,356,149
Passive income differs due to individual Joint Venture Partner
depreciation elections.
<PAGE>
BROOKWOOD VILLAGE JOINT VENTURE
SCHEDULE III- REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1995
<TABLE>
<CAPTION>
Costs Capitalized
Subsequent to
Initial Costs to Partnership Acquisition
Buildings Buildings
and and
Description Land Improvements Improvements
Brookwood Village Mall
and Convenience Center
<S> <C> <C> <C>
Birmingham, Alabama $14,569,321 $32,713,684 $8,195,813
</TABLE>
<TABLE>
<CAPTION>
Gross Amounts Carried at End of Year
Buildings
and
Land Improvements Total (a)
Brookwood Village Mall
and Convenience Center
<S> <C> <C> <C>
Birmingham, Alabama $14,569,321 $40,909,497 $55,478,818
</TABLE>
<TABLE>
<CAPTION>
Life on which
depreciation
in latest
Year Statement
Accumulated Construction Date of Operations
Depreciation Completed Acquired is Computed
Brookwood Village Mall
and Convenience Center
<S> <C> <C> <C> <C> <C>
Birmingham, Alabama $15,164,143 1973 12/16/86 3 to 25 Years
</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. The
aggregate cost for federal income tax purposes at December 31,
1995 is $47,590,141.
Continued
<PAGE>
BROOKWOOD VILLAGE JOINT VENTURE
SCHEDULE III- REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued
December 31, 1995
Reconciliation of Real Estate and Accumulated Depreciation for each of the
three years in the period ended December 31, 1995:
<TABLE>
<CAPTION>
1995 1994 1993
Real Estate
<S> <C> <C> <C>
Balance at beginning of year $54,898,470 $53,961,916 $51,868,251
Improvements 580,348 936,554 2,093,665
Balance at end of year $55,478,818 $54,898,470 $53,961,916
1995 1994 1993
Accumulated Depreciation
Balance at beginning of year $12,854,388 $10,743,771 $ 8,866,484
Depreciation expense 2,309,755 2,110,617 1,877,287
Balance at end of year $15,164,143 $12,854,388 $10,743,771
</TABLE>
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Cash Plus II
Financial Statements for the year ended December 31, 1995 and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 8,065,906
<SECURITIES> 8,501,911
<RECEIVABLES> 333,039<F1>
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 254,434
<PP&E> 80,771,398<F2>
<DEPRECIATION> (16,627,279)
<TOTAL-ASSETS> 81,299,409
<CURRENT-LIABILITIES> 557,212
<BONDS> 0
<COMMON> 80,742,197<F3>
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 81,299,409
<SALES> 0
<TOTAL-REVENUES> 8,367,001<F4>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,978,529<F5>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,388,472
<EPS-PRIMARY> 0<F6>
<EPS-DILUTED> 0<F6>
<FN>
<F1>Includes all receivables of the Partnership included in "Other Assets" on the
balance sheet.
<F2>Includes multi-family comples of $10,256,791, retail centers of $50,103,143 and
investment in Joint Venture of @20,411,464.
<F3>Equity of General Partners ($347,552), Limited Partners of $81,089,749.
<F4>Includes all revenue of the Partnership.
<F5>Includes all expenses of the Partnership.
<F6>Net income allocatd $67,770 to the General Partners and $3,320,702 to the
Limited Partners. Average net income is $.44 on 7,499,818 units.
</FN>
</TABLE>
