UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30,1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission file number 0-18498
Krupp Cash Plus-V Limited Partnership
Massachusetts
04-3021560
(State or other jurisdiction of
(IRS employer incorporation or organization)
identification no.)
470 Atlantic Avenue, Boston, Massachusetts
02210
(Address of principal executive offices)
(Zip Code)
(617) 423-2233
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period
that the registrant was required to file such
reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
The total number of pages in this document is 13.
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1.FINANCIAL STATEMENTS
This Form 10-Q contains forward-looking statements
within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. Actual results could differ materially
from those projected in the forward-looking statements
as a result of a number of factors, including those
identified herein.
KRUPP CASH PLUS-V LIMITED PARTNERSHIP
BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
Real estate assets:
Investment in Joint Venture, net of
accumulated amortization of
acquisition costs of $156,879
<S> <C> <C>
</TABLE>
and $104,586, respectively (Note 3) $21,917,186 $22,729,660
Mortgage-backed securities ("MBS"), net of
accumulated amortization (Note 4) 622,810 645,762
Total real estate assets 22,539,996 23,375,422
Cash and cash equivalents (Note 2) 1,488,884 1,524,048
Other assets 19,633 17,097
Total assets $24,048,513 $24,916,567
LIABILITIES AND PARTNERS' EQUITY
<TABLE>
<CAPTION>
Liabilities:
<S> <C> <C>
Accrued expenses $ 7,685$ 13,500
Due to affiliates (Note 6) 607 49,363
Total liabilities 8,292 62,863
Partners' equity (deficit)(Note 5):
Unitholders
(2,060,350 Units outstanding) 24,095,096 24,904,826
Corporate Limited Partner
(100 Units outstanding) (640) (601)
General Partner (54,235) (50,521)
Total Partners' equity $24,040,221 $24,853,704
Total liabilities and Partners' equity
$24,048,513 $24,916,567
</TABLE>
The accompanying notes are an integral
part of the financial statements.
KRUPP CASH PLUS-V LIMITED PARTNERSHIP
STATEMENTS OF INCOME
<TABLE>
<CAPTION>
For the Three Months For the Six Months
Ended June 30, Ended June 30,
1997 1996 1997 1996
Revenue:
Partnership's share of Joint
<S> <C> <C> <C> <C>
Venture net income (Note 3)$176,837$191,852
$363,568 $398,092
Interest income - MBS (Note 4)14,366 20,171 29,045 40,577
Interest income - other 18,285 23,213 36,581 50,025
Total revenue 209,488 235,236 429,194 488,694
Expenses:
General and administrative
(Note 6) 40,179 15,081 83,546 39,068
Asset management fees (Note 6)35,523 35,794 70,672 71,251
Amortization of acquisition
costs (Note 3) 26,147 26,147 52,293 52,293
Total expenses 101,849 77,022 206,511 162,612
Net income $107,639 $158,214 $222,683 $326,082
Allocation of net income
(Note 5):
Unitholders (2,060,350
Units outstanding) $106,557 $156,624 $220,445 $322,805
Net income per Unit of
Depositary Receipt $ .05 $ .08 $ .11 $ .16
Corporate Limited Partner
(100 Units outstanding)$ 5 $ 8 $ 11 $ 16
General Partner $ 1,077 $ 1,582 $ 2,227 $ 3,261
<CAPTION>
The accompanying notes are an integral
part of the financial statements.
<PAGE>
KRUPP CASH PLUS-V LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
</TABLE>
<TABLE>
<CAPTION>
For the Six Months
Ended June 30,
1997 1996
Operating activities:
<S> <C> <C>
Net income$ 222,683 $ 326,082
Adjustments to reconcile net income to net
cash provided by operating activities:
Amortization of acquisition costs 52,293 52,293
Amortization of MBS discount (217) (1,980)
Partnership's share of Joint Venture
net income (363,568) (398,092)
Distributions from Joint Venture 363,568 398,092
Changes in assets and liabilities:
Decrease (increase) in other assets (2,536) 12,815
Decrease in due to affiliates (48,756) -
Decrease in accrued expenses (5,815) (2,979)
Net cash provided by operating
activities 217,652 386,231
Investing activities:
Distributions from Joint Venture in
excess of net income 760,181 270,568
Principal collections on MBS 23,169 120,726
Other investment - (492,256)
Net cash provided by (used in)
investing activities 783,350 (100,962)
Financing activity:
Distributions (1,036,166) (1,036,771)
Net decrease in cash and cash equivalents (35,164) (751,502)
Cash and cash equivalents, beginning of period 1,524,048 2,101,121
Cash and cash equivalents, end of period $1,488,884 $1,349,619
</TABLE>
The accompanying notes are an integral
part of the financial statements.
<PAGE>
KRUPP CASH PLUS-V LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
(1)Accounting Policies
Certain information and footnote disclosures normally
included in financial statements prepared in
accordance with generally accepted accounting
principles have been condensed or omitted in this
report on Form 10-Q pursuant to the Rules and
Regulations of the Securities and Exchange Commission.
In the opinion of the General Partner of Krupp Cash
Plus-V Limited Partnership (the "Partnership") the
disclosures contained in this report are adequate to
make the information presented not misleading. See
Notes to Financial Statements included in the
Partnership's Annual Report on Form 10-K for the year
ended December 31, 1996 for additional information
relevant to significant accounting policies followed
by the Partnership.
In the opinion of the General Partner of the
Partnership, the accompanying unaudited financial
statements reflect all adjustments (consisting of only
normal recurring accruals) necessary to present fairly
the Partnership's financial position as of June 30,
1997, its results of operations for the three and six
months ended June 30, 1997 and 1996 and its cash flows
for the six months ended June 30, 1997 and 1996.
The results of operations for the three and six months
ended June 30, 1997 are not necessarily indicative of
the results which may be expected for the full year.
See Management's Discussion and Analysis of Financial
Condition and Results of Operations included in this
report.
(2)Cash and Cash Equivalents
Cash and cash equivalents consisted of the following:
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
<S> <C> <C>
Cash and money market accounts $ 995,832 $ 778,088
Commercial paper 493,052 745,960
$1,488,884 $ 1,524,048
</TABLE>
At June 30, 1997, commercial paper represents
corporate issues complying with Section 6.2(a) of the
Partnership Agreement purchased through a corporate
issuer maturing in the third quarter of 1997. At June
30, 1997, the carrying value of the Partnership's investment in
commercial paper approximates fair value.
(3)Investment in Joint Venture
The Partnership and an affiliate of the Partnership
own a 49.9% and 50.1% interest in Spring Valley
Partnership (the "Joint Venture"), respectively. The
express purpose of entering into the Joint Venture was
to acquire and operate Spring Valley Marketplace (the
"Marketplace"). The Marketplace is a 320,684 square
foot shopping center located in Spring Valley,
Rockland County, New York.
The Partnership's investment balance reflects the
original cost of the investment, acquisition costs of
$1,882,546 which are being amortized over the
remaining life of the underlying asset, allocations of
net income earned by the Joint Venture and
distributions received by the Joint Venture. For the
three and six months ended June 30, 1997, the
Partnership recognized amortization of acquisition
costs of $26,147 and $52,293, respectively.
Continued
<PAGE>
KRUPP CASH PLUS-V LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, Continued
(3)Investment in Joint Venture, Continued
Condensed financial statements of the Joint Venture
are as follows:
Spring Valley Partnership
Condensed Balance Sheets
<TABLE>
<CAPTION>
ASSETS
June 30, December 31,
1997 1996
<S> <C> <C>
Real estate asset, at cost $ 53,830,612 $ 53,828,582
Accumulated depreciation (14,943,896) (13,983,325)
Total real estate asset 38,886,716 39,845,257
Other assets 2,213,957 2,252,800
Total assets $ 41,100,673 $ 42,098,057
LIABILITIES AND PARTNERS' EQUITY
Total liabilities $ 748,548 $ 222,527
Partners' equity:
The Partnership 20,191,519 20,951,700
Joint Venture partner 20,160,606 20,923,830
Total Partners' equity 40,352,125 41,875,530
Total liabilities and
Partners' equity $ 41,100,673 $ 42,098,057
</TABLE>
Spring Valley Partnership
Condensed Statements of Operations
<TABLE>
<CAPTION>
For the Three Months For the Six Months
Ended June 30, Ended June 30,
1997 1996 1997 1996
Revenue
<S> <C> <C> <C> <C>
$1,669,134 $1,607,720 $3,380,626 $3,439,077
Property operating
expenses (834,416) (760,764) (1,691,462) (1,713,400)
Depreciation (480,335) (462,481) (960,571) (927,896)
Net income $ 354,383 $ 384,475 $ 728,593 $ 797,781
</TABLE>
Continued
<PAGE>
KRUPP CASH PLUS-V LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, Continued
(4)Mortgage Backed Securities
The MBS held by the Partnership are issued by the
Federal Home Loan Mortgage Corporation. The following
is additional information on the MBS held:
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
<S> <C> <C>
Face Value $633,389 $ 656,558
Amortized Cost $622,810 $ 645,762
Estimated Market Value $670,000 $ 694,000
</TABLE>
Coupon rates of the MBS range from 9.0% to 9.5% per
annum and mature in the years 2016 and 2017. The
Partnership's MBS portfolio had gross unrealized gains
of approximately $47,000 and $48,000 at June 30, 1997
and December 31, 1996, respectively. The Partnership
does not expect to realize these gains as it has the
intention and ability to hold the MBS until maturity.
(5)Changes in Partners' Equity
A summary of changes in Partners' equity (deficit) for
the six months ended June 30, 1997 is as follows:
<TABLE>
<CAPTION>
Corporate Total
Limited General Partners'
Unitholders Partner Partner Equity
Balance at
<S> <C> <C> <C> <C>
December 31, 1996 $24,904,826$(601) $(50,521)$24,853,704
Net income 220,445 11 2,227 222,683
Distributions (1,030,175) (50) (5,941)(1,036,166)
Balance at June 30, 1997$24,095,096$(640) $(54,235)$24,040,221
</TABLE>
Continued
KRUPP CASH PLUS-V LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, Continued
(6)Related Party Transactions
Under the terms of the Partnership Agreement, the
General Partner or its affiliates are entitled to an
Asset Management Fee for the management of the
Partnership's business equal to .5% per annum of the
Total Invested Assets of the Partnership (as defined
in the prospectus), payable quarterly. The
Partnership also reimburses affiliates of the General
Partner for certain expenses incurred in connection
with the preparation and mailing of reports and other
communications to the Unitholders.
Amounts paid or accrued to the General Partner or its
affiliates were as follows:
<TABLE>
<CAPTION>
For the Three Months For the Six Months
Ended June 30, Ended June 30,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Asset management fees $35,523 $35,794 $70,672 $71,251
Expense reimbursements 29,508 6,156 55,431 18,450
Charged to operations $65,031 $41,950 $126,103 $ 89,701
</TABLE>
Due to affiliates consisted of expense reimbursements
of $607 and $49,363 at June 30, 1997 and December 31,
1996, respectively.
<PAGE>
KRUPP CASH PLUS-V LIMITED PARTNERSHIP
Item 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management's Discussion and Analysis of Financial
Condition and Results of Operations contains forward-
looking statements including those concerning
Management's expectations regarding the future
financial performance and future events. These
forward-looking statements involve significant risk
and uncertainties, including those described herein.
Actual results may differ materially from those
anticipated by such forward-looking statements.
Liquidity and Capital Resources
The Partnership's sources of liquidity are derived
from the distributions it receives from its interest
in the Joint Venture, earnings and collections on its
MBS, and interest earned on its short-term
investments.
The Marketplace had an occupancy rate of 97% as of
June 30, 1997. The Marketplace will make capital
improvements, as necessary, in order to maintain or
increase this level of occupancy and to remain
competitive within its immediate market. The
Marketplace is expected to spend approximately
$300,000 for capital improvements in 1997, most of
which are tenant buildouts and exterior improvements
necessary to attract and retain quality tenants at the
shopping center. Parking lot paving which began in
1996 is expected to be completed in 1997.
Liquidity provided by the MBS is derived primarily
from interest income, scheduled principal payments and
prepayments of the portfolio. The level of
prepayments is contingent upon the interest rate
environment, which in turn, affects the Partnership's
liquidity. The liquidity provided by the principal
prepayments has been used to fund distributions, which
has resulted in a reduction of the Partnership's
capital resources.
The Partnership holds MBS that are guaranteed by the
Federal Home Loan Mortgage Corporation ("FHLMC"). The
principal risks with respect to MBS are the credit
worthiness of FHLMC and the risk that the current
value of any MBS may decline as a result of changes in
market interest rates. The General Partner believes
that this market interest rate risk is minimal due to
the fact that the Partnership has the ability to hold
these securities to maturity.
The most significant demands on the Partnership's
liquidity are the quarterly distributions.
Distributions are funded by MBS principal collections,
distributions received from the Marketplace and
working capital reserves. Due to fluctuations in MBS
principal prepayments and its effect on the
Partnership's liquidity, the Partnership may need to
periodically adjust its distribution rate. Therefore,
sustaining the distribution rate is mainly dependent
upon the future performance of the Marketplace.
Continued
<PAGE>
KRUPP CASH PLUS-V LIMITED PARTNERSHIP
Distributable Cash Flow and Net 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 six months ended June 30, 1997 and the period
from inception to June 30, 1997. The General Partner
provides the information below to meet requirements of
the Partnership Agreement. However, Distributable
Cash Flow and Net Proceeds from Capital Transactions
should not be considered by the reader as a substitute
to net income, as an indicator of the Partnership's
operating performance or to cash flows as a measure of
liquidity.
<TABLE>
<CAPTION>
(In $1,000's except per Unit amounts)
For the Six Months Inception to
Ended June 30, June 30,
1997 1997
Distributable Cash Flow:
<S> <C> <C>
Net income for tax purposes $ 391 $ 7,798
Items providing / not requiring or
(not providing) the use of
operating funds:
Amortization of acquisition costs 52 157
Amortization of organization costs - 50
Distributions from Joint Venture 1,124 11,854
Partnership's share of Joint Venture
taxable net income (532) (7,988)
Total Distributable Cash Flow ("DCF")$1,035$11,871
Unitholders' Share of DCF $1,024 $11,752
Unitholders' Share of DCF per Unit $ .49 $ 5.70(c)
General Partner's Share of DCF $ 11 $ 119
Net Proceeds from Capital Transactions:
Principal collections on MBS, net $ 23 $ 4,746
Distributions:
Unitholders $1,030(a) $18,586(b)
Unitholders' Average
per Unit $ .50(a) $ 9.02(b)(c)
General Partner $ 11(a) $ 125(b)
Total Distributions $1,041(a) $18,711(b)
</TABLE>
(a)Represents distributions to be paid from 1997 cash
flow, including an estimate of the distribution to be
paid in August, 1997.
(b)Includes an estimate of the distribution to be paid
in August, 1997.
(c)Unitholders' average per Unit return of capital as
of August, 1997 is $3.32 ($9.02 - $5.70).
Continued
<PAGE>
KRUPP CASH PLUS-V LIMITED PARTNERSHIP
Operations
Partnership
Distributable Cash Flow increased during the six
months ended June 30, 1997, as compared to the six
months ended June 30, 1996, primarily due to the
increase in distributions received from the Joint
Venture.
Net income decreased for the three and six months
ended June 30, 1997, as compared to the three and six
months ended June 30, 1996, due to an increase in
expenses and a decrease in revenue. Total revenue
decreased as a result of a decrease in net income
generated by the Partnership's Joint Venture
investment in the Marketplace, as discussed below.
During the same periods, MBS interest income decreased
due to repayment and prepayments of principal which
occur on the MBS portfolio. Interest income on other
investments also decreased as a result of lower cash
and cash equivalent balances available for investment.
Total expenses for the three and six month periods
ended June 30, 1997 increased as compared to the same
periods in 1996, as a result of an increase in charges
incurred in connection with the preparation and
mailing of Partnership reports and other investor
communications.
Joint Venture
The Marketplace experienced a decrease in net income
for the three and six month periods ended June 30,
1997, as compared to the three and six month periods
ended June 30, 1996.
For the three month period ended June 30, 1997, as
compared to the same period in 1996, the increase in
expenses more than offset the increase in revenue.
Rental revenue increased due to higher reimbursable
tenant billings at the Marketplace as a result of
increased reimbursable operating expenses during the
period. Interest income also increased due to the
Marketplace's higher average cash and cash equivalent
balances available for investment.
Total expenses at the Marketplace increased for the
three month period ended June 30, 1997, as compared to
the three month period ended June 30, 1996, due to
increased real estate taxes and leasing expenses.
Real estate taxes increased due to both a rise in the
assessed value of the Marketplace and an increase in
the school tax rate by the local taxing authority.
Leasing expenses increased due to a slight decrease in
occupancy, from an average occupancy rate of 98% for
the three months ended June 30, 1996, to 97% for the
three months ended June 30, 1997. Depreciation
expense increased as a result of continued capital
improvement expenditures.
For the six month period ended June 30, 1997, compared
to the same period in 1996, the decrease in revenue
was greater than the decrease in expenses. Rental
revenue decreased due to lower reimbursable tenant
billings at the Marketplace as a result of decreased
reimbursable operating expenses between the two
periods. The decrease in rental revenue was slightly
offset by an increase in interest income, as discussed
above.
For the six month period ended June 30, 1997, as
compared to the same period in 1996, total expenses
increased as a result of increased real estate taxes,
increased leasing expenses, and increased depreciation
expense as discussed above. These increases are
partially offset by a decrease in reimbursable snow
removal due to the harsh winter of 1996.
<PAGE> KRUPP CASH PLUS-V LIMITED PARTNERSHIP
PART II - OTHER INFORMATION
Item 1.
Legal Proceedings
Response: None
Item 2.
Changes in Securities
Response: None
Item 3.
Defaults upon Senior Securities
Response: None
Item 4.
Submission of Matters to a Vote of Security Holders
Response: None
Item 5.
Other Information
Response: None
Item 6.
Exhibits and Reports on Form 8-K
Response: None
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant had duly caused
this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Krupp Cash Plus-V Limited Partnership
(Registrant)
BY: /s/Wayne H. Zarozny
Wayne H. Zarozny
Treasurer and Chief Accounting
Officer of the Krupp Corporation,
an affiliate of the General
Partner
DATE: August 7, 1997
<PAGE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> 12-31-1997
<PERIOD-END> 06-30-1997
<CASH> 1,488,884<F1>
<SECURITIES> 622,810<F2>
<RECEIVABLES> 19,633
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 22,054,065<F3>
<DEPRECIATION> 156,879<F4>
<TOTAL-ASSETS> 24,048,513
<CURRENT-LIABILITIES> 8,292
<BONDS> 0
24,040,224<F5>
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 24,048,513
<SALES> 0
<TOTAL-REVENUES> 429,194
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 206,511
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 222,683(F6)<F6>
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>Includes Cash and Cash Equivalents of and investments in commercial paper.
<F2>Includes all receivables of the partnership included in "other assets" on the
balance sheet.
<F3>Includes investment in the joint venture.
<F4>Amortization of costs related to aquisition.
<F5>Equity of general partners (54,235), limited partners 24,094,456.
<F6>Net income allocated $2,227 to general partner and $220,445 to the limited
partners.
</FN>
</TABLE>
