UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1996
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 0-18498
Krupp Cash Plus-V Limited Partnership
(Exact name of registrant as specified in its charter)
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)
(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 nonvoting.
Documents incorporated by reference: Part IV, Item 14.
The exhibit index is located on pages 10-11.
The total number of pages in this document is 36.
<PAGE> PART I
This Form 10-K contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Actual results could differ materially from those
projected in the forward-looking statements as a result of a number of
factors, including those identified herein.
ITEM 1. BUSINESS
Krupp Cash Plus-V Limited Partnership (the "Partnership") was formed on
August 22, 1988 by filing a Certificate of Limited Partnership in The
Commonwealth of Massachusetts. Krupp Plus Corporation and Krupp Company
Limited Partnership-VI were the original General Partners of the
Partnership. On March 15, 1995, Krupp Plus Corporation withdrew as General
Partner from the Partnership and assigned its rights, title and interest in
the Partnership to Krupp Company Limited Partnership-VI. Krupp Depositary
Corporation is the Corporate Limited Partner. For details, see Note A to
Financial Statements included in Appendix A of this report.
On March 3, 1989 the Partnership commenced the marketing and sale of
Depositary Receipts ("Units") and raised $41,203,189 from this public
offering. The Partnership invested the net proceeds from the offering in
Spring Valley Partnership ("Joint Venture") and mortgage-backed securities
("MBS") issued or originated by the Federal Home Loan Mortgage Corporation
("FHLMC"). The Partnership considers itself to be engaged only in the
industry segment of investment in real estate and related assets.
The Partnership's retail real estate investment is subject to seasonal
fluctuations, as net income may vary somewhat from quarter to quarter based
upon changes in utility consumption, seasonal maintenance expenditures and
changes in rental income which are based upon a percentage of gross
receipts of retail tenants. 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 the area where the Partnership's real estate
investment is located, real estate tax rates, operating expenses, energy
costs, government regulations and federal and state income tax laws. The
requirements for compliance with federal, state and local regulations have
not had an adverse effect on the Partnership's operations to date, and no
adverse effect therefrom is anticipated in the future.
The Partnership's investment in retail real estate is also subject to such
risks as (i) competition from existing and future projects held by other
owners in the location of the Partnership's property, (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 (iv) other circumstances over which the
Partnership may have little or no control.
As of December 31, 1996, there was one person employed on-site by the Joint
Venture.
ITEM 2. PROPERTY
As of December 31, 1996, the Partnership has an unleveraged joint venture
investment in a shopping center with 320,684 square feet of leasable space.
Additional detailed information with respect to the property is contained
in Note D to the Financial Statements as well as the Separate Financial
Statements and Schedule III for Spring Valley Partnership which are
included in Item 8 (Appendix A) of this report.
A summary of the Partnership's real estate investment is presented below.
<TABLE>
<CAPTION>
Average Occupancy
For the Year Ended
Year of Current Leasable December 31,
Description Acquisition Square Footage 1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C> <C> <C>
Spring Valley
Marketplace (1) 1988 320,684 98% 98% 96% 95% 95%
</TABLE>
(1) The Partnership has a 49.9% joint venture interest in this property.
Tenant buildouts and improvements planned for 1997 are those that the
General Partners believe are necessary to keep the property competitive in
its respective market and to maintain or increase its current occupancy
level.
There were four tenants at Spring Valley Marketplace that occupied greater
than 10% of the Partnership's leasable space as of December 31, 1996.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the
Partnership is a party or to which 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 currently 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 investors holding Units ("Unitholders") as of December 31,
1996 is approximately 2,800.
The Partnership made the following distributions, in quarterly
installments, during the two years ended December 31, 1996 and 1995:
<TABLE>
<CAPTION>
1996 1995
Amount Per Unit Amount Per Unit
<S> <C> <C> <C> <C>
Limited Partners:
Unitholders $2,060,351 $1.00 $2,060,350 $1.00
(2,060,350 Units)
Corporate Limited Partner 100 1.00 100 1.00
(100 Units)
General Partners 14,625 17,139
$2,075,076 $2,077,589
</TABLE>
One of the objectives of the Partnership is to generate cash available for
distribution. However, there is no assurance that future operations will
continue to generate cash available for distribution.
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected financial information
regarding the Partnership's financial position and operating results. This
information should be read in conjunction with Management's Discussion and
Analysis of Financial Condition and Results of Operations and the Financial
Statements and Supplementary Data, which are included in Items 7 and 8
(Appendix A) of this report, respectively.
<TABLE>
<CAPTION>
Year ended December 31,
1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C>
Total revenue $1,080,428 $ 1,130,856 $ 896,048 $ 935,592 $ 1,017,946
Net income 698,265 887,535 603,140 571,567 699,062
Net income
allocated
to Partners:
Unitholders 691,248 878,617 597,080 565,824 692,037
Per Unit .34 .43 .29 .27 .34
Corporate Limited
Partner 34 43 29 27 34
General
Partners 6,983 8,875 6,031 5,716 6,991
Total assets at
December 31 24,916,567 26,240,244 27,437,104 28,896,948 30,400,262
Distributions:
Unitholders 2,060,351 2,060,350 2,064,585 2,058,935 2,680,726
Per Unit (a) 1.00 1.00 1.00 1.00 1.30
Corporate Limited
Partner 100 100 100 100 130
General Partners 14,625 17,139 11,965 12,999 14,366
</TABLE>
(a) For the periods ended 1996, 1995, 1994, 1993 and 1992 the Limited
Partners' average per Unit return of capital was $.44, $.30, $.28,
$.39, and $.00, respectively.
Prior performance of the Partnership is not necessarily indicative of
future operations.
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
This Management's Discussion and Analysis of Financial Condition and
Results of Operations contains forward-looking statements including those
concerning Management's expectations regarding the future financial
performance and future events. These forward-looking statements involve
significant risk and uncertainties, including those described herein.
Actual results may differ materially from those anticipated by such
forward-looking statements.
Liquidity and Capital Resources
The Partnership's 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.
Spring Valley Marketplace (the "Marketplace") is currently occupied at a
rate of 98%. In order to retain or increase this level of occupancy and to
remain competitive within its immediate market, the Marketplace is expected
to spend approximately $625,000 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. Major capital
improvements performed in 1996 included the expansion of T.J. Maxx and
parking lot paving which is expected to continue into 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 Partners believe that this 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.
Distributable Cash Flow and Net Cash Proceeds from Capital Transactions
Shown below is the calculation of Distributable Cash Flow and Net Proceeds
from Capital Transactions as defined by Section 17 of the Partnership
Agreement for the year ended December 31, 1996 and the period from
inception to December 31, 1996. The General Partner provides certain
information below to meet requirements of the Partnership Agreement and
because it believes that is an appropriate supplemental measure of
operating performance. 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 flow as a measure of liquidity.
<TABLE>
<CAPTION>
(In $1,000's except per Unit amounts)
For the Year Inception to
Ended December 31, December 31,
1996 1996
<S> <C> <C>
Distributable Cash Flow:
Net income for tax purposes $ 1,016 $ 7,407
Items providing / not requiring or
(not providing) the use of
operating funds:
Amortization of acquisition costs 105 105
Amortization of organization costs - 50
Distributions from Joint Venture 1,264 10,730
Partnership's share of Joint Venture
taxable net income (1,229) (7,456)
Total Distributable Cash Flow ("DCF") $ 1,156 $ 10,836
Unitholders' Share of DCF $ 1,144 $ 10,728
Unitholders' Share of DCF per Unit $ .56 $ 5.21(c)
General Partners' Share of DCF $ 12 $ 108
Net Proceeds from Capital Transactions:
Principal collections on MBS, net $ 270 $ 4,723
Distributions:
Unitholders $ 2,060(a) $ 17,556(b)
Unitholders' Average per Unit $ 1.00(a) $ 8.52(b)(c)
General Partners $ 15(a) $ 114(b)
Total Distributions $ 2,075(a) $ 17,670(b)
</TABLE>
(a)Represents distributions paid in 1996, except the February 1996
distribution, which relates to 1995 cash flow and includes an estimate of
the distribution to be paid in February 1997.
(b)Includes an estimate of the distribution to be paid in February 1997.
(c)Unitholders average per Unit return of capital as of February 1997 is
$3.31 ($8.52 - $5.21).
<PAGE>
Operations
Partnership
1996 compared to 1995
Overall, distributable cash flow, as defined in the Partnership Agreement,
decreased from 1995 to 1996, primarily due to the decrease in distributions
received from the Joint Venture.
Net income for the Partnership decreased by $189,000 from 1995 to 1996, due
to both a decline in interest income and an increase in total expenses. In
1996, as compared to 1995, total revenue decreased primarily due to a
decline in other interest income as a result of lower cash and cash
equivalent balances available for investment. MBS interest income
decreased due to scheduled payments and prepayments of principal which
occur on the MBS portfolio. This decrease is partially offset by a slight
increase in net income generated by the Partnership's Joint Venture
investment in the Marketplace, as discussed below.
Total expenses increased in 1996, as compared to 1995. General and
administrative expense increased primarily due to an increase in charges
incurred in connection with the preparation and mailing of Partnership
reports and other investor communications. Also, in 1996, the Partnership
began amortizing costs relating to the investment in the Joint Venture
which will continue to be amortized over the remaining life of the
underlying asset.
1995 compared to 1994
Overall distributable cash flow, as defined in the Partnership Agreement,
decreased from 1994 to 1995 primarily due to the decrease in distributions
received from the Joint Venture as a result of the Joint Venture's desire
to increase working capital reserves.
Net income for the Partnership increased by $284,000 from 1994 to 1995
primarily due to an increase in revenue. Revenue increased as a result of
an increase in net income generated by the Marketplace. MBS interest
income decreased in 1995 when compared to 1994 due to an overall reduction
in the average MBS principal balance outstanding during 1995. This
decrease was offset by an increase in interest received from the
Partnership's short-term investments.
Joint Venture
1996 compared to 1995
Net income for the Marketplace experienced a slight increase when comparing
1995 to 1996. Revenue increased primarily due to higher tenant billings at
the Marketplace based upon greater reimbursable expenses, including snow
removal costs from the stormy winter season, and real estate taxes.
During 1996, total expenses increased, as compared to 1995, primarily due
to significant increases in maintenance expense and real estate taxes.
Maintenance expense increased due to a rise in snow removal expenditures as
a result of the adverse winter weather conditions. The increase in real
estate taxes is 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.
Operating expense increased due to an increase in expenses relating to the
operation of the property including computer, accounting, travel,
insurance, legal and payroll costs. Management fees also increased in
conjunction with the rise in revenue.
Depreciation expense increased in 1996, as compared to 1995, as a result of
continued capital improvement expenditures.
1995 compared to 1994
The Marketplace experienced a significant increase in net income from 1994
to 1995. The increase in the Marketplace rental revenues from 1994 to 1995
is primarily due to an increase in reimbursable tenant billings derived
from increases in real estate taxes. Also, base rent increased slightly
due to the increase in rental rates and the stable occupancy maintained at
the property throughout the year. Interest income increased due to the
Marketplace's increased investment in commercial paper.
In comparing 1995 to 1994, operating expenses at the Marketplace decreased
significantly, primarily due to reduced general and administrative
expenses. These savings were partially offset by increases in maintenance
expenses primarily from the resurfacing of the parking lot, real estate
taxes due to an increase in the assessed value of the Marketplace, and
depreciation expense due to tenant improvements during 1995 and 1994.
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 asset.
In assessing the impairment of the underlying real estate owned by the
Joint Venture, the General Partner routinely performs market and growth
studies combined with periodic appraisals of the underlying property. If
the General Partner believes that there is a material impairment in value,
a provision to write down the investment to fair value will be charged
against income. At this time, the General Partner does not believe that
the asset of the Partnership is materially impaired.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Appendix A to this report.
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Partnership has no directors or executive officers. Information as to
the directors and executive officers of Krupp Company Limited Partnership-
VI, which is the General Partner of the Partnership, and Krupp Plus-II
Corporation, which is the General Partner of Krupp Company Limited
Partnership-VI, is as follows:
Position with
Name and Age Krupp Plus-II Corporation
Douglas Krupp (50) Co-Chairman of the Board
George Krupp (52) Co-Chairman of the Board
Laurence Gerber (40) President
Robert A. Barrows (39) Treasurer
Douglas Krupp is Co-Chairman and Co-Founder of The Berkshire Group.
Established in 1969 as the Krupp Companies, this real estate-based firm
expanded over the years within its areas of expertise including investment
program sponsorship, property and asset management, mortgage banking,
healthcare facility ownership and the management of the Company. 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 approximately 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 both Berkshire Realty Company, Inc. (NYSE-BRI) and Harborside Healthcare
Corporation (NYSE-HBR). 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
approximately 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 Director of Berkshire Realty
Company, Inc. (NYSE-BRI) and Harborside Healthcare Corporation (NYSE-HBR),
as well as President and Trustee of Krupp Government Income Trust and
President and Trustee of Krupp Government Income Trust II.
Robert A. Barrows is Senior Vice President and Chief Financial Officer
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 does not have any directors or executive officers.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of December 31, 1996 no person of record owned or was known by the
General Partners to own beneficially more than 5% of the Partnership's
outstanding 2,060,350 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 offices or
nominees for election as director. Additionally, as of December 31, 1996
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 SCHEDULES AND REPORTS ON FORM 8-K
(a)1. Financial Statements - see Index to Financial Statements included
under Item 8 (Appendix A) on page F-2 of this report.
2. Financial Statement Schedules - all schedules are omitted as they are
not applicable, not required or the information is provided in the
Financial Statements or the Notes thereto.
3. Separate Financial Statements - as required by Rule 3-09 of
Regulation S-X, the financial statements and schedule for Spring
Valley Marketplace (the "Joint Venture") are included under Item 8
(Appendix A) on pages F-13 through F-24 of this report.
(b)Exhibits:
Number and Description
Under Regulation S-K
The following reflects all applicable Exhibits required under Item 601 of
Regulation S-K:
(4) Instruments defining the rights of security holders including
indentures:
(4.1) Agreement of Limited Partnership dated as of February 23, 1989
[Exhibit A to Prospectus included in Amendment No. 2 of Registrants's
Registration Statement on Form S-11 dated March 1, 1989 (File No. 33-
24181)].*
(4.2) Subscription Agreement Specimen [Exhibit D to Prospectus included in
Amendment No. 2 of Registrant's Registration Statement on Form S-11
dated March 1, 1989 (File No. 33-24181)].*
(4.3) First Amendment to and Restatement of Certificate of Limited
Partnership filed with the Massachusetts Secretary of State on February 22,
1989 [Exhibit 4.4 to Prospectus included in Amendment No. 2 of Registrant's
Registration Statement on Form S-11 dated March 1, 1989 (File No. 33-
24181)].*
(4.4) Krupp Sponsored IRA New Investor Application [Exhibit 4.5 to
Prospectus included in Amendment No. 1 of Registrant's Registration
Statement on Form S-11 dated November 30, 1988 (File No. 33-24181)].*
(10) Material Contracts:
Spring Valley Marketplace
(10.1) Purchase and Sale Agreement dated November 14, 1988 between
Krupp Realty Company Limited Partnership, now known as Berkshire
Realty Enterprises L.P. ("BRE"), ("Buyer") and Valley
Associates, Ltd. ("Seller"). [Exhibit 10.1 to Registrant's
Report of Form 10-Q for the Quarter Ended September 30, 1989
(File No. 33-24181)].*
(10.2) Assignment of Agreement dated December 13, 1988 by and between
Spring Valley Partnership ("Assignee") and BRE ("Assignor").
[Exhibit 10.2 to Registrant's Report on Form 10-Q for the
Quarter Ended September 30, 1989 (File No. 33-24181)].*
(10.3) Spring Valley Partnership - Partnership Agreement dated December
13, 1988 by and among Krupp Cash Plus-V Limited Partnership and
BRE [Exhibit 10.5 to Prospectus in Amendment No. 2 of
Registrant's Registration Statement on Form S-11 dated March 1,
1989 (File No. 33-24181)].*
(10.4) Bargain and Sale Deed dated December 13, 1988 between Spring
Valley Partnership ("Grantee") and BRE ("Grantor") [Exhibit 10.3
to Registrant's Report on Form 10-Q for the Quarter Ended
September 30, 1989 (File No. 33-24181)].*
(10.5) Additional Sales Price Agreement dated December 13, 1988 between
Krupp Cash Plus-V Limited Partnership and BRE [Exhibit 10.6 to
Prospectus in Amendment No. 2 of Registrant's Registration
Statement on Form S-11 dated March 1, 1989 (File No. 33-
24181)].*
(10.6) Property Management Agreement dated December 16, 1988 between
Spring Valley Partnership ("Owner") and BRE ("Agent") [Exhibit
10.7 to Prospectus in Amendment No. 2 of Registrant's
Registration Statement on Form S-11 dated March 1, 1989 (File
No. 33-24181)].*
* Incorporated by reference.
(c) Reports on Form 8-K
During the last quarter of the fiscal year ended December 31,
1996, the Partnership filed no 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
27th day of March, 1997.
KRUPP CASH PLUS-V LIMITED PARTNERSHIP
By: Krupp Company Limited Partnership-VI,
the General Partner, by Krupp Plus-II
Corporation, the General Partner of
Krupp Company Limited Partnership-VI
By: /s/ Douglas Krupp
Douglas Krupp, Co-Chairman (Principal Executive Officer) and Director of
Krupp Plus-II 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 27th day of March, 1997.
Signatures Titles
/s/ Douglas Krupp Co-Chairman (Principal Executive Officer)
Douglas Krupp and Director of Krupp Plus-II Corporation,
the General Partner of Krupp Company Limited
Partnership-VI
/s/ George Krupp Co-Chairman (Principal Executive Officer)
and
George Krupp Director of Krupp Plus-II Corporation, the
General Partner of Krupp Company Limited
Partnership-VI
/s/ Laurence Gerber President of Krupp Plus-II Corporation,
Laurence Gerber the General Partner of Krupp Company Limited
Partnership-VI
/s/ Robert A. Barrows Treasurer of Krupp Plus-II Corporation,
Robert A. Barrows the General Partner of Krupp Company Limited
Partnership-VI
APPENDIX A
KRUPP CASH PLUS-V LIMITED PARTNERSHIP
FINANCIAL STATEMENTS
ITEM 8 of FORM 10-K
ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION
For the Year Ended December 31, 1996
<PAGE>
KRUPP CASH PLUS-V LIMITED PARTNERSHIP
INDEX TO FINANCIAL STATEMENTS
Report of Independent Accountants F-3
Balance Sheets at December 31, 1996 and December 31, 1995 F-4
Statements of Income For the Years Ended December 31, 1996,
1995 and 1994 F-5
Statements of Changes in Partners' Equity for the Years Ended
December 31, 1996, 1995 and 1994 F-6
Statements of Cash Flows for the Years Ended December 31, 1996,
1995 and 1994 F-7
Notes to Financial Statements F-8 - F-12
Separate Financial Statements - Spring Valley Marketplace F-13 -
F-24
All 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-V Limited Partnership:
We have audited the financial statements of Krupp Cash Plus-V Limited
Partnership (the "Partnership") listed in the index on page F-2 of this
Form 10-K. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements 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-V Limited Partnership as of December 31, 1996 and 1995, and the
results of its operations and its cash flows for each of the three years in
the period ended December 31, 1996 in conformity with generally accepted
accounting principles.
Boston, Massachusett COOPERS & LYBRAND L.L.P.
January 31, 1997
<PAGE>
<TABLE>
<CAPTION>
KRUPP CASH PLUS-V LIMITED PARTNERSHIP
BALANCE SHEETS
December 31, 1996 and 1995
ASSETS
1996 1995
<S> <C> <C>
Real estate assets:
Investment in Joint Venture, net of
accumulated amortization of $104,586,
and $0, respectively (Note D) $22,729,660 $23,187,379
Mortgage-backed securities ("MBS"),
net of accumulated amortization (Note C) 645,762 915,554
Total real estate assets 23,375,422 24,102,933
Cash and cash equivalents 1,524,048 2,101,121
Interest receivable and other assets 17,097 36,190
Total assets $24,916,567 $26,240,244
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Accrued audit liability $ 13,500 $ 9,729
Due to affiliates (Note F) 49,363 -
Total liabilities 62,863 9,729
Partners' equity (deficit) (Note E):
Unitholders
(2,060,350 Units outstanding) 24,904,826 26,273,929
Corporate Limited Partner
(100 Units outstanding) (601) (535)
General Partners (50,521) (42,879)
Total Partners' equity 24,853,704 26,230,515
Total liabilities and Partners' equity $24,916,567 $26,240,244
</TABLE>
The accompanying notes are an integral
part of the financial statements.
<PAGE>
<TABLE>
<CAPTION>
KRUPP CASH PLUS-V LIMITED PARTNERSHIP
STATEMENTS OF INCOME
For the Years Ended December 31, 1996, 1995 and 1994
1996 1995 1994
<S> <C> <C> <C>
Revenue:
Partnership's share of Joint
Venture net income (Note D) $ 910,834 $ 906,900 $ 674,187
Interest income - MBS (Note C) 72,801 86,939 122,957
Interest income - other 96,793 137,017 98,904
Total revenue 1,080,428 1,130,856 896,048
Expenses:
General and administrative
(Note F) 134,399 99,239 143,932
Asset management fees (Note F) 143,178 144,082 145,643
Amortization of organization
costs - - 3,333
Amortization of acquisition
costs (Note D) 104,586 - -
Total expenses 382,163 243,321 292,908
Net income (Note G) $ 698,265 $ 887,535 $ 603,140
Allocation of net income (Note E):
Unitholders
(2,060,350 Units outstanding) $ 691,248 $ 878,617 $ 597,080
Net income per Unit of
Depositary Receipt $ .34 $ .43 $ .29
Corporate Limited Partner
(100 Units outstanding) $ 34 $ 43 $ 29
General Partners $ 6,983 $ 8,875 $ 6,031
</TABLE>
The accompanying notes are an integral
part of the financial statements.
<PAGE>
<TABLE>
<CAPTION>
KRUPP CASH PLUS-V LIMITED PARTNERSHIP
STATEMENTS OF CHANGES IN PARTNERS' EQUITY
For the Years Ended December 31, 1996, 1995 and 1994
Corporate Total
Limited General Partners'
Unitholders Partner Partners Equity
<S> <C> <C> <C> <C>
Balance at
December 31, 1993 $28,923,167 $ (407) $(28,681) $28,894,079
Distributions (2,064,585) (100) (11,965) (2,076,650)
Net income 597,080 29 6,031 603,140
Balance at
December 31, 1994 27,455,662 (478) (34,615) 27,420,569
Distributions (2,060,350) (100) (17,139) (2,077,589)
Net income 878,617 43 8,875 887,535
Balance at
December 31, 1995 26,273,929 (535) (42,879) 26,230,515
Distributions (Note E) (2,060,351) (100) (14,625) (2,075,076)
Net income (Note E) 691,248 34 6,983 698,265
Balance at
December 31, 1996 $24,904,826 $ (601) $(50,521) $24,853,704
</TABLE>
The per Unit distributions for the years ended December 31,
1996, 1995, and 1994 were $1.00, $1.00 and $1.00, respectively.
The accompanying notes are an integral
part of the financial statements.
<PAGE>
<TABLE>
<CAPTION>
KRUPP CASH PLUS-V LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1996, 1995 and 1994
1996 1995 1994
<S> <C> <C> <C>
Operating activities:
Net income $ 698,265 $ 887,535 $ 603,140
Adjustments to reconcile net
income to net cash provided by
operating activities:
Amortization of acquisition
costs 104,586 - -
Amortization of organization
costs - - 3,333
Amortization of MBS discount (4,847) (669) (13,194)
Partnership's share of Joint
Venture net income (910,834) (906,900) (674,187)
Distributions from Joint
Venture 910,834 906,900 674,187
Decrease (increase) in interest
receivable and other
assets 19,093 2,279 (6,655)
Increase in due to affiliates 49,363 - -
Increase (decrease) in accrued
audit liability 3,771 (6,806) 13,666
Net cash provided by
operating activities 870,231 882,339 600,290
Investing activities:
Distributions from Joint Venture
in excess of net income 353,133 561,160 903,153
Principal collections on MBS 274,639 69,680 778,941
Net cash provided by
investing activities 627,772 630,840 1,682,094
Financing activity:
Distributions (2,075,076) (2,077,589) (2,076,650)
Net increase (decrease) in cash
and cash equivalents (577,073) (564,410) 205,734
Cash and cash equivalents,
beginning of year 2,101,121 2,665,531 2,459,797
Cash and cash equivalents,
end of year $ 1,524,048 $ 2,101,121 $2,665,531
</TABLE>
The accompanying notes are an integral
part of the financial statements.
<PAGE>
KRUPP CASH PLUS-V LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
A.Organization
Krupp Cash Plus-V Limited Partnership (the "Partnership") was formed on
August 22, 1988 by filing a Certificate of Limited Partnership in The
Commonwealth of Massachusetts. The Partnership originally issued all of
the General Partner Interests to Krupp Plus Corporation and The Krupp
Company Limited Partnership-VI 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. On March 15, 1995, Krupp Plus
Corporation withdrew as General Partner from the Partnership and assigned
its rights, title and interest in the Partnership to Krupp Company Limited
Partnership-VI. The Partnership will continue in existence until December
31, 2028, unless earlier terminated upon the occurrence of certain events
as set forth in the Partnership Agreement.
The Partnership issued all of the Corporate 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, issued Depositary Receipts (the "Units") to the investors and
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 the
Units (the "Unitholders"). As of March 1, 1991, the Partnership completed
its public offering having sold 2,060,350 Units for $41,203,189, net of
purchase volume discounts of $3,811.
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 G):
Risks and Uncertainties
The Partnership invests its cash primarily in deposits and money market
funds with commercial banks. The Partnership has not experienced any
losses to date on its invested cash.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities,
contingent assets and liabilities and revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Partnership includes all short-term investments with maturities of
three months or less from the date of acquisition in cash and cash
equivalents. Cash equivalents are recorded at cost, which approximates
current market values.
Deferred Costs
Costs incurred in connection with the acquisition of computer software are
being amortized over a five year period using the straight-line method.
Costs incurred in connection with the organization of the Partnership were
amortized over a five year period using the straight-line method. Costs
incurred in connection with the acquisition of the Partnership's Joint
Venture are amortized over the remaining life of the underlying asset.
Investment in Joint Venture
The Partnership has a 49.9% interest in the Spring Valley Partnership (the
"Joint Venture"). This investment was recorded at cost and is accounted
for by the equity method since the Partnership Agreement requires a two-
thirds majority for all major decisions regarding the Joint Venture. As
such, the Partnership does not have control of the operations of the
underlying assets. Under the equity method of accounting, the
Partnership's equity investment in the net income of the Joint Venture is
included currently in the Partnership's net income. Cash distributions
received from the Joint Venture reduce the Partnership's investment (see
Note D).
MBS
The Partnership carries its MBS at amortized cost as the Partnership has
both the intention and ability to hold its MBS until maturity. Premiums or
discounts are amortized over the life of the underlying mortgages 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 or loss 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 or loss, such
change will be reported to the Partners.
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.
In assessing the impairment of the Joint Venture investment, the General
Partner routinely performs market and growth studies combined with periodic
appraisals of the underlying property. If the General Partner believes
there is a material impairment in value, a provision to write down the
investment to fair value will be charged against income. At this time, the
General Partner does not believe that any asset of the Partnership is
materially impaired.
Reclassifications
Certain prior year balances have been reclassified to conform with current
year financial statement presentation.
C.Mortgage-Backed Securities
All of the MBS held by the Partnership are issued by the Federal Home Loan
Mortgage Corporation. The following is additional information on the MBS
held as of December 31, 1996 and 1995:
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Face Value $656,558 $931,197
Amortized cost $645,762 $915,554
Estimated Market Value $694,000 $940,000
</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 $48,407 and $24,446 at December 31, 1996 and 1995,
respectively. The Partnership does not expect to realize these gains as it
has the intention and ability to hold the MBS until maturity.
D.Investment in Joint Venture
On December 14, 1988, the Joint Venture acquired Spring Valley Marketplace
(the "Marketplace"), a 320,684 square foot shopping center located on 30
acres of land in Spring Valley, Rockland County, New York. The Joint
Venture acquired the Marketplace for $50,000,000 and incurred closing costs
of $359,408 related to the acquisition. Additionally, the Joint Venture
executed a Net Operating Income Guaranty Agreement ("NOI Guaranty
Agreement") with the seller, by which, the seller would reimburse the Joint
Venture if the net operating income from the Marketplace did not meet or
exceed $4.3 million annually. In accordance with the Net Operating Income
Guaranty Agreement, the Joint Venture has collected $1,000,000, the maximum
obligation due from the seller, and has therefore reduced the cost basis of
the Marketplace by this amount for financial reporting purposes. The
Marketplace, built in 1987, consists of one structure anchored by five
major tenants and is connected by five sections occupied by smaller
tenants. The Joint Venture owns the Marketplace free and clear from all
material liens or encumbrances.
The Partnership holds a 49.9% joint venture interest. The 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 year ended December
31, 1996, the Partnership recognized amortization of acquisition costs of
$104,586.
Separate financial statements for the Joint Venture are included on pages
F-13 through F-24 of this report.
E.Partners' Equity
Under the Partnership Agreement, profits or losses from Partnership
operations and Distributable Cash Flow are allocated 99% to the
Unitholders and Corporate Limited Partner (the "Limited Partners") based
on Units held, and 1% to the General Partners.
Profits arising from a capital transaction will be allocated in the manner
as net cash proceeds (described below). Losses from a capital transaction
will be allocated 99% to the Limited Partners and 1% to the General
Partners.
Upon the occurrence of a capital transaction, as defined in the
Partnership Agreement, proceeds will be applied to the payment of all
debts and liabilities of the Partnership then due; any reserves for
contingent liabilities will then be funded. 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
Partner, until it has received a return of its 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 Partner
until it has received an amount necessary so that the amounts of net cash
proceeds whenever allocated under the third and fourth clauses are in the
ratio of 90 to 10; and fifth, 90% to the Limited Partners and 10% to the
General Partner.
As of December 31, 1996, the following cumulative Partner contributions
and allocations have been made since inception of the Partnership:
<TABLE>
<CAPTION>
Corporate
Limited General
Unitholders Partner Partners Total
<S> <C> <C> <C> <C>
Capital Contributions $ 41,203,189 $ 2,000 $ 3,000 $ 41,208,189
Syndication Costs (4,826,066) - - (4,826,066)
Distributions (17,036,541) (929) (106,756) (17,144,226)
Net income (loss) 5,564,244 (1,672) 53,235 5,615,807
Balance at
December 31, 1996 $ 24,904,826 $ (601) $(50,521) $ 24,853,704
</TABLE>
F.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 to the General Partners or their affiliates were as follows:
<TABLE>
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
Asset management fees $143,178 $144,082 $145,643
Expense reimbursements 92,401 53,519 88,291
Charged to operations $235,579 $197,601 $233,934
</TABLE>
Due to affiliates consists of expense reimbursements of $49,363 and $0 as
of December 31, 1996 and 1995, respectively.
G.Federal Income Taxes
The reconciliation of net income reported in the accompanying Statements of
Income with the net income reported in the Partnership's 1996, 1995 and
1994 federal income tax returns is as follows:
<TABLE>
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
Net income per Statement of Income $ 698,265 $ 887,535 $603,140
Difference in Partnership's
share of Joint Venture taxable
net income due to book to tax
difference in depreciation 296,811 264,724 248,722
Difference in Partnership's
share of Joint Venture taxable
net income due to book to tax
difference in bad debt 7,767 - -
Difference in Partnership's
share of difference due to
rental adjustment required by
Generally Accepted Accounting
Principles 13,120 (9,071) (17,757)
Net income for federal income tax
purposes $1,015,963 $1,143,188 $834,105
</TABLE>
The allocation of the 1996 net income for federal income tax purposes is
as follows:
<TABLE>
<CAPTION>
Portfolio Passive
Income Income Total
<S> <C> <C> <C>
Unitholders $ 184,452 $821,303 $1,005,755
Corporate Limited Partner 9 40 49
General Partners 1,863 8,296 10,159
$ 186,324 $829,639 $1,015,963
</TABLE>
For the years ended December 31, 1996, 1995 and 1994 the average per Unit
income to the Unitholders for federal income tax purposes was $.49, $.55 and
$.40, respectively.
The basis of the Partnership's assets for financial reporting purposes is
less than its tax basis by approximately $1,840,000 and $1,470,000 at
December 31,1996 and 1995, respectively. The tax and book bases of the
Partnership's liabilities are the same.
SPRING VALLEY PARTNERSHIP
FINANCIAL STATEMENTS AND SCHEDULE
For the Year Ended December 31, 1996
<PAGE>
SPRING VALLEY PARTNERSHIP
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
Report of Independent Accountants F-15
Balance Sheets at December 31, 1996 and December 31, 1995 F-16
Statements of Operations for the Years Ended
December 31, 1996, 1995 and 1994 F-17
Statements of Changes in Partners' Equity for the Years
Ended December 31, 1996, 1995 and 1994 F-18
Statements of Cash Flows for the Years Ended
December 31, 1996, 1995 and 1994 F-19
Notes to Financial Statements F-20 - F-23
Schedule III - Real Estate and Accumulated Depreciation F-24
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
Spring Valley Partnership:
We have audited the financial statements and financial statement schedule of
Spring Valley Partnership (the "Joint Venture") listed in the index on page
F-14 of these Financial Statements. These financial statements and the
financial statement schedule are the responsibility of the Joint Venture's
management. Our responsibility is to express an opinion on these financial
statements and the 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 Spring Valley
Partnership as of December 31, 1996 and 1995, and the results of its
operations and its cash flows for each of the three years in the period
ended December 31, 1996 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
January 31, 1997
<PAGE>
<TABLE>
<CAPTION>
SPRING VALLEY PARTNERSHIP
BALANCE SHEETS
December 31, 1996 and 1995
ASSETS
1996 1995
<S> <C> <C>
Real estate assets:
Land $ 10,403,471 $ 10,403,471
Building and improvements 43,425,111 43,005,827
53,828,582 53,409,298
Less accumulated depreciation (13,983,325) (12,084,310)
Total real estate assets 39,845,257 41,324,988
Cash and cash equivalents 1,153,075 575,566
Other assets 1,099,725 916,171
Total assets $ 42,098,057 $ 42,816,725
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Accounts payable $ 30,044 $ 45,576
Accrued expenses and other
liabilities (Note C) 185,163 185,215
Due to affiliates (Note F) 7,320 2,722
Total liabilities 222,527 233,513
Partners' equity (Note D) 41,875,530 42,583,212
Total liabilities and Partners' equity $ 42,098,057 $ 42,816,725
</TABLE>
The accompanying notes are an integral
part of the financial statements.
<PAGE>
<TABLE>
<CAPTION>
SPRING VALLEY PARTNERSHIP
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1996, 1995 and 1994
1996 1995 1994
<S> <C> <C> <C>
Revenue:
Rental (Note E) $6,938,222 $6,544,064 $5,994,653
Other income 33,438 35,233 26,811
Total revenue 6,971,660 6,579,297 6,021,464
Expenses:
Operating (Note F) 376,480 350,023 496,641
Maintenance 649,491 511,014 487,766
Management fees (Note F) 416,414 398,642 344,760
Real estate taxes 1,804,942 1,661,539 1,543,217
Depreciation 1,899,015 1,840,644 1,798,003
Total expenses 5,146,342 4,761,862 4,670,387
Net income (Note G) $1,825,318 $1,817,435 $1,351,077
Allocation of net income (Note D):
Cash Plus-V Limited
Partnership $ 910,834 $ 906,900 $ 674,187
Berkshire Realty
Company, Inc. $ 914,484 $ 910,535 $ 676,890
</TABLE>
The accompanying notes are an integral
part of the financial statements.
<PAGE>
<TABLE>
<CAPTION>
SPRING VALLEY PARTNERSHIP
STATEMENTS OF CHANGES IN PARTNERS' EQUITY
For the Years Ended December 31, 1996, 1995, and 1994
Berkshire
Cash Plus-V Realty Total
Limited Company, Partners'
Partnership Inc. Equity
<S> <C> <C> <C>
Balance at
December 31, 1993 $22,769,143 $22,748,557 $45,517,700
Distributions (1,577,339) (1,583,661) (3,161,000)
Net income 674,187 676,890 1,351,077
Balance at
December 31, 1994 21,865,991 21,841,786 43,707,777
Distributions (1,468,058) (1,473,942) (2,942,000)
Net income 906,900 910,535 1,817,435
Balance at
December 31, 1995 21,304,833 21,278,379 42,583,212
Distributions (Note D) (1,263,967) (1,269,033) (2,533,000)
Net income (Note D) 910,834 914,484 1,825,318
Balance at
December 31, 1996 $20,951,700 $20,923,830 $41,875,530
</TABLE>
The accompanying notes are an integral
part of the financial statements.
<PAGE>
<TABLE>
<CAPTION>
SPRING VALLEY PARTNERSHIP
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1996, 1995 and 1994
1996 1995 1994
<S> <C> <C> <C>
Operating activities:
Net income $ 1,825,318 $ 1,817,435 $ 1,351,077
Adjustments to reconcile net
income to net cash provided by
operating activities:
Depreciation 1,899,015 1,840,644 1,798,003
Decrease in due from
affiliates - - 379
Decrease (increase) in other
assets (183,554) (143,627) 119,342
Increase (decrease) in accounts
payable (22,532) 37,044 (126,252)
Increase in due to affiliates 4,598 2,722 -
Decrease in other liabilities (52) (9,839) (5,574)
Net cash provided by
operating activities 3,522,793 3,544,379 3,136,975
Investing activities:
Increase in accounts payable related
to fixed asset additions 7,000 - -
Additions to fixed assets (419,284) (279,315) (294,922)
Net cash used in investing
activities (412,284) (279,315) (294,922)
Financing activity:
Distributions (2,533,000) (2,942,000) (3,161,000)
Net increase (decrease) in cash 577,509 323,064 (318,947)
Cash and cash equivalents, beginning
of year 575,566 252,502 571,449
Cash and cash equivalents, end
of year $ 1,153,075 $ 575,566 $ 252,502
</TABLE>
The accompanying notes are an integral
part of the financial statements.
<PAGE>
SPRING VALLEY PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
A.Organization
Spring Valley Partnership (the "Joint Venture") was formed on December 13,
1988 by filing a Business Certificate in the Commonwealth of Massachusetts.
The Joint Venture shall continue until December 31, 2027 unless earlier
terminated per the Partnership Agreement or by law. The original General
Partner interests were issued to Krupp Cash Plus-IV Limited Partnership
("Cash Plus-IV"), at 50.1%; Krupp Cash Plus-V Limited Partnership ("Cash
Plus-V"), at .01%; and Krupp Realty Company Limited Partnership ("Krupp
Realty Company"), at 49.89%. Pursuant to the original Partnership
Agreement, Cash Plus-V purchased Krupp Realty Company's interest in the
Joint Venture and succeeded to its capital contributions and its share of
profit and loss allocations and distributions. On June 25, 1991, The Joint
Venture executed an Amended and Restated Partnership Agreement, whereby Cash
Plus-IV assigned its rights, title and interest in the Partnership to
Berkshire Realty Company, Inc. ("Berkshire"), a Delaware Corporation.
Pursuant to the Assignment and First Amendment to Spring Valley Partnership
Amended and Restated Partnership Agreement dated May 1, 1995, Berkshire
assigned 49.1% of its rights, title and interest in the Partnership to BRI
OP Limited Partnership ("BRI OP LP"), its majority owned subsidiary. As of
December 31, 1995, the Joint Venture Partners of Spring Valley Partnership
are BRI OP LP (49.1%) and Berkshire (1%), collectively, "Berkshire Realty
Company, Inc." (50.1%) and Cash Plus-V Limited Partnership (49.9%). Profits
and losses and distributions will continue to be allocated to the Joint
Venture Partners based on the percentage of their respective capital
contributions to total Partners' capital contributions.
On December 14, 1988, the Joint Venture acquired Spring Valley Marketplace
(the "Marketplace"), a 320,684 square foot shopping center located on 30
acres of land in Spring Valley, Rockland County, New York. The Joint
Venture acquired the Marketplace for $50,000,000 and incurred closing costs
of $359,408 related to the acquisition. Additionally, the Joint Venture
executed a Net Operating Income Guaranty Agreement ("NOI Guaranty
Agreement") with the seller, by which, the seller would reimburse the Joint
Venture if the net operating income from the Marketplace did not meet or
exceed $4.3 million annually. Per the NOI Guaranty Agreement, which expired
on December 13, 1990, the seller's obligation was limited to $1,000,000 on a
cumulative basis. As a result of the NOI Guaranty Agreement, the Joint
Venture has collected $1,000,000, the maximum obligation due from the
seller, and has therefore reduced the cost basis of the Marketplace by this
amount for financial reporting purposes. The Marketplace, built in 1987,
consists of one structure anchored by five major tenants and is connected by
five sections occupied by smaller tenants. The Joint Venture owns the
Marketplace free and clear from all material liens or encumbrances.
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 G):
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 and the reported amount of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Cash and 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 payment of base rent monthly in advance. Rental
revenues are recorded on the accrual basis. Leases generally contain
provisions for additional rent based on a percentage of tenant sales and
other provisions which are also recorded on the accrual basis, but are
billed in arrears. Minimum rental revenue for long term commercial leases
is recognized on a straight-line basis over the life of the related lease.
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 Joint Venture has implemented policies and practices for assessing
impairment of its real estate assets.
The Joint Venture Partners routinely perform market and growth studies
combined with periodic appraisals of their unleveraged real estate. The
property is carried at cost less accumulated depreciation unless the Joint
Venture Partners believe there is a material impairment in value, in which
case a provision to write down the investment in property to fair value will
be charged against income. At this time, the Joint Venture Partners do not
believe its real estate asset is materially 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 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 Joint Venture taxable income or loss, such change
will be reported to the Partners.
C.Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities consist of the following at December
31, 1996 and 1995:
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Accrued insurance $110,846 $109,593
Tenant security deposits 71,614 73,442
Other accrued expenses 2,703 2,180
$185,163 $185,215
</TABLE>
D.Partners' Equity
Under the terms of the Partnership Agreement, profits, losses and
distributions are allocated 49.9% to Cash Plus-V Limited Partnership and
50.1% to Berkshire Realty Company, Inc.
As of December 31, 1996, the following cumulative Partner contributions and
allocations had been made since inception of the Joint Venture:
<TABLE>
<CAPTION>
Berkshire
Cash Plus-V Realty Total
Limited Company, Partners'
Partnership Inc. Equity
<S> <C> <C> <C>
Capital contributions $ 26,379,755 $ 26,373,641 $ 52,753,396
Net income 6,251,859 6,276,918 12,528,777
Distributions (11,679,914) (11,726,729) (23,406,643)
Total at
December 31, 1996 $ 20,951,700 $ 20,923,830 $ 41,875,530
</TABLE>
E.Future Base Rents Due Under Commercial Operating Leases
Future base rents due under commercial operating leases in the five years
1997 through 2001 are as follows:
1997 $ 4,232,100
1998 4,093,800
1999 3,693,100
2000 3,375,600
2001 3,124,200
Thereafter 15,001,300
F. Related Party Transactions
Property management fees are paid to an affiliate of the Joint Venture
Partners monthly at the rate of up to 6% of rentals and other operating
income received by the Marketplace. The Joint Venture also reimburses
affiliates for certain expenses incurred in connection with operations of
the Joint Venture and its property including accounting, computer,
insurance, travel legal and payroll.
Amounts paid to affiliates of the Joint Venture Partners during the years
ended December 31, 1996, 1995 and 1994 were as follows:
<TABLE>
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
Property management fees $416,414 $398,642 $344,760
Expense reimbursements 87,766 58,284 147,914
Charged to operations $504,180 $456,926 $492,674
Due to affiliates consists of expense reimbursements of $7,320 and $2,722 as
of December 31, 1996 and 1995, respectively.
G. Federal Income Taxes
The reconciliation of the net income for each year reported in the
accompanying Statement of Operations with the net income reported in the
Joint Venture's federal income tax returns is as follows:
</TABLE>
<TABLE>
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
Net income per Statement
of Operations $1,825,318 $1,817,435 $1,351,077
Difference in book to tax
depreciation 624,845 573,232 540,438
Difference in book to tax
bad debt 15,566 - -
Rental adjustment required
by Generally Accepted
Accounting Principles 26,293 (18,176) (35,585)
Net income for federal
income tax purposes $2,492,022 $2,372,491 $1,855,930
</TABLE>
The allocation of the 1996 net income for federal income tax purposes is as
follows:
<TABLE>
<CAPTION>
Passive Portfolio
Income Income Total
<S> <C> <C> <C>
Cash Plus-V
Limited Partnership $1,211,802 $ 16,730 $1,228,532
Berkshire Realty Company,
Inc. 1,246,782 16,708 1,263,490
$2,458,584 $ 33,438 $2,492,022
</TABLE>
The allocation of passive income differs due to individual Joint Venture
Partner depreciation elections.
The basis of the Joint Venture's assets for financial reporting purposes is
less than its tax basis by approximately $6,157,000 and $5,533,000 at
December 31, 1996 and 1995, respectively. The tax and book bases for the
Joint Venture's liabilities are the same.
<PAGE>
<TABLE>
<CAPTION>
SPRING VALLEY PARTNERSHIP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1996
Costs
Capitalized
Subsequent to
Initial Cost to Joint Venture Acquisition
Buildings & Buildings & Depreciable
Description Land Improvements Improvements Life
<S> <C> <C> <C> <C>
Spring Valley
Marketplace $10,403,471 $ 41,613,880 $ 1,811,231 3 to 25 years
</TABLE>
<TABLE>
<CAPTION>
Gross Amounts Carriat At Year
End of Year Const-
Buildings Accum- ruction
And ulated Aqu-
Description Land Improvements Total(a) Depreciation Completed ired
<S> <C> <C> <C> <C> <C> <C>
Spring Valley
Marketplace $10,403,471 $ 43,425,111 $53,828,582 $ 13,983,325 1987 1988
</TABLE>
Reconciliation of Real Estate and Accumulated Depreciation for each of the
three years in the period ended December 31, 1996:
<TABLE>
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
Real Estate
Balance at
beginning of year $53,409,298 $53,129,983 $52,835,061
Improvements 419,284 279,315 294,922
Balance at
end of year $53,828,582 $53,409,298 $53,129,983
Accumulated Depreciation
1996 1995 1994
Balance at
beginning of year $12,084,310 $10,243,666 $ 8,445,663
Depreciation expense 1,899,015 1,840,644 1,798,003
Balance at end of year $13,983,325 $12,084,310 $10,243,666
</TABLE>
(a)The Joint Venture uses the cost basis for both income tax and financial
statement purposes. The Joint Venture holds title to its property free and
clear from all mortgage indebtedness or other material liens or
encumbrances. The aggregate cost of the Partnership's real estate for
federal income tax purposes was $52,963,179 and the aggregate accumulated
depreciation for federal income tax purposes was $6,960,450 for the year
ended December 31, 1996.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary finanical information extracted from Cash Plus 5
financial statements for the year ended December 31, 1996 and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 1,524,048
<SECURITIES> 645,762
<RECEIVABLES> 17,097<F1>
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 22,834,246<F2>
<DEPRECIATION> (104,586)<F3>
<TOTAL-ASSETS> 24,916,567
<CURRENT-LIABILITIES> 62,863
<BONDS> 0
24,853,704<F4>
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 24,916,567
<SALES> 0
<TOTAL-REVENUES> 1,080,428<F5>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 382,163<F6>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 698,265<F7>
<EPS-PRIMARY> 0<F7>
<EPS-DILUTED> 20,951,700<F7>
<FN>
<F1>Includes all receivables included in "other assets" on the Balance Sheet.
<F2>Includes investment in J.V. of $20,951,700 and costs related to the acquisition
of the asset underlying the investment $1,882,546.
<F3>Represents amortization of costs related to the acquisition of the asset
underlying the investment.
<F4>Deficit of General Partners (50,521), limited Partners of $24,904,225.
<F5>Includes all revenues of the Partnership.
<F6>Includes all revenues of the Partnership.
<F7>Net income allocated $6,983 to the General Partners and $691,282 to the Limited
Partners. Average net income is $.34 on 2,060,450 Units outstanding.
</FN>
</TABLE>
