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 March 31,
1998
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
<TABLE>
<CAPTION>
ASSETS
March 31,December 31,
1998 1997
Real estate assets:
<S> <C> <C>
Investment in Joint Venture (Note 3) $ 468,949$15,667,715
Mortgage-backed securities ("MBS"), net of
accumulated amortization (Note 4) 534,715 628,909
Total real estate assets 1,003,664 16,296,624
Cash and cash equivalents (Note 2) 15,816,155 569,231
Other assets 149,822 14,634
Total assets $16,969,641$16,880,489
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Accrued expenses and other liabilities $ 364,745$ 13,500
Due to affiliates (Note 6) 32,458 26
Total liabilities 397,203 13,526
Partners' equity (deficit) (Note 5):
Unitholders
(2,060,350 Units outstanding) 16,658,333 16,943,976
Corporate Limited Partner
(100 Units outstanding) (1,001) (987)
General Partner (125,174) (122,972)
Unrealized holding gains on MBS (Note 3) 40,280 46,946
Total Partners' equity 16,572,438 16,866,963
Total liabilities and Partners' equity $16,969,641$16,880,489
</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
Ended March 31,
1998 1997
Revenue:
<S> <C> <C>
Interest income - MBS (Note 4) $ 13,105 $ 14,679
Interest income - other 144,275 18,296
Total income 157,380 32,975
Expenses:
General and administrative (Note 6) 39,066 43,367
Asset management fees (Note 6) 12,540 35,149
Amortization of acquisition costs (Note 3) - 26,146
Total expenses 51,606 104,662
Income (loss) from operations 105,774 (71,687)
Partnership's share of Joint Venture
net income (Note 3) 126,000 186,731
Net income $ 231,774 $115,044
Allocation of net income (Note 5):
Unitholders
(2,060,350 Units outstanding) $ 229,445 $113,888
Net income per Unit of
Depositary Receipt $ .11 $ .06
Corporate Limited Partner (100 Units
outstanding) $ 11 $ 6
General Partner $ 2,318 $ 1,150
The accompanying notes are an integral
part of the financial statements.
KRUPP CASH PLUS-V LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
For the Three Months
Ended March 31,
1998 1997
Operating activities:
Net income $ 231,774 $ 115,044
Adjustments to reconcile net income to net
cash provided by operating activities:
Amortization of MBS discount, net (1,713) (131)
Amortization of acquisition costs - 26,146
Partnership's share of Joint Venture net
income (126,000) (186,731)
Distributions received from Joint Venture 126,000 186,731
Changes in assets and liabilities:
Decrease (increase) in other assets (135,188) 769
Increase (decrease) in accrued expenses
and other liabilities 351,245 (6,224)
Increase (decrease) in due to
affiliates 32,432 (13,564)
Net cash provided by operating
activities 478,550 122,040
Investing activities:
Distributions received from Joint Venture
in excess of net income 367,862 312,270
Distribution received from Joint Venture
sale of property, net 14,830,904 -
Principal collections on MBS 89,241 12,696
Net cash provided by investing
activities 15,288,007 324,966
Financing activity:
Distributions (519,633) (516,519)
Net increase (decrease) in cash and cash
equivalents 15,246,924 (69,513)
Cash and cash equivalents, beginning of period 569,231 1,524,048
Cash and cash equivalents, end of period $15,816,155 $1,454,535
Supplemental schedule of noncash investing and financing
activities:
Unrealized holding gains on MBS (Note 4)$ 6,666 $ -
</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, 1997
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 March 31, 1998, and
its results of operations and cash flows for
the three months ended March 31, 1998 and
1997.
The results of operations for the three months
ended March 31, 1998 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>
March 31, December 31,
1998 1997
<S> <C> <C>
Cash and money market accounts $ 394,437 $ 569,231
Commercial paper 15,421,718 -
$ 15,816,155 $ 569,231
</TABLE>
(3) Investment in Joint Venture
The Partnership and an affiliate of the Partnership
(collectively referred to herein as the "Joint Venture
Partners") 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.
Continued
KRUPP CASH PLUS-V LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, Continued
(3)Investment in Joint Venture, Continued
Based upon the Joint Venture Partners'
assessment of the current and future market
conditions, the capital improvements
necessary to remain competitive in its
market, its capital resources and the
differing strategies of the Joint Venture
Partners, the Joint Venture Partners
determined that it was in their best
interests, and that of their respective
investors, to sell Spring Valley Marketplace.
On January 30, 1998, the Partnership and its
Joint Venture Partner sold the Marketplace to
unaffiliated third parties. The property was
included in a package with thirteen other
properties owned by affiliates of the General
Partner. The total selling price of the
fourteen properties was $138,000,000, of
which the Joint Venture Partners received
$29,571,700, less their share of the closing
costs of $246,830. For financial reporting
purposes, the Joint Venture recognized a gain
of $101,672 on the sale of the property. The
gain was calculated as the difference between
the property's selling price less net book
value of the property and closing costs.
In accordance with Financial Accounting
Standard No. 121, "Accounting for the
Impairment of Long-Lived Assets to Be
Disposed Of", the Joint Venture recordeda
valuation provision for losses on its real
estate asset of $9,277,433 as of December 31,
1997. This provision represented the
difference between carrying value and selling
price less estimated costs to sell as a
result of the sale of the Joint Venture's
property on January 30, 1998.
The sale is considered a Terminating Capital
Transaction as defined by the Spring Valley
Partnership Agreement. Accordingly, the
Joint Venture Partners expect to liquidate
and distribute the remaining assets of the
Joint Venture in 1998.
At March 31, 1998, the Partnership's
investment balance reflects the original cost
of the investment, allocations of net income
earned by the Joint Venture and distributions
received from the Joint Venture.
At March 31, 1997, the Partnership's
investment balance reflects the original cost
of the investment, acquisition costs of
$1,882,546, allocations of net income earned
by the Joint Venture and distributions
received from the Joint Venture. For the
three months ended March 31, 1997, the
Partnership recognized amortization of
acquisition costs of $26,146.
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
March 31, December 31,
1998 1997
<S> <C> <C>
Real estate asset, at cost $ - $ 54,036,202
Accumulated depreciation - (25,327,070)
Total real estate asset - 28,709,132
Other assets 567,332 2,958,231
Total assets $ 567,332 $ 31,667,363
LIABILITIES AND PARTNERS' EQUITY
Total liabilities $ 11,228 $ 380,978
Total Partners' equity 556,104 31,286,385
Total liabilities and
Partners' equity $ 567,332 $ 31,667,363
Spring Valley Partnership
Condensed Statements of Operations
For the Three Months
Ended March 31,
1998 1997
Revenue $ 523,303 $ 1,711,492
Property operating expenses (372,471) (857,046)
Depreciation - (480,236)
Gain on sale of property 101,672 -
Net income $ 252,504 $ 374,210
</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>
March 31, December 31,
1998 1997
<S> <C> <C>
Face Value $ 502,763 $ 592,004
Amortized Cost $ 494,436 $ 581,963
Estimated Market Value $ 535,000 $ 629,000
</TABLE>
Coupon rates of the MBS ranged from 9.0% to
9.5% per annum and were due to mature in the
years 2016 and 2017.
In accordance with Financial Accounting
Standard No. 115, "Accounting for Certain
Investments in Debt and Equity Securities",
unrealized holding gains and losses for
available-for-sale securities are reported as
a separate component of equity until realized.
At March 31, 1998 and December 31, 1997, the
Partnership had unrealized holding gains of
$40,280 and $46,946 on its MBS investments to
adjust to market value based on quoted market
prices.
(5)Changes in Partners' Equity
A summary of changes in Partners' equity
(deficit) for the three months ended March 31,
1998 is as follows:
<TABLE>
<CAPTION>
Unrealized
Corporate Holding
Limited General Gains on
Unitholders Partner Partner MBS Total
Balance at
<S> <C> <C> <C> <C> <C>
December 31, 1997$ 16,943,976$ (987) $(122,972)$ 46,946 $16,866,963
Net income 229,445 11 2,318 - 231,774
Unrealized Holding
Gains on MBS - - - (6,666) (6,666)
Distributions (515,088) (25) (4,520) - (519,633)
Balance at
March 31, 1998 $ 16,658,333$ (1,001)$(125,174)$ 40,280 $16,572,438
</TABLE>
The distribution payable to the General Partner of $4,520 was
included in accrued expenses and other liabilities at March 31,
1998.
Continued<PAGE>
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's affiliates were as follows:
<TABLE>
<CAPTION>
For the Three Months
Ended March 31,
1998 1997
<S> <C> <C>
Asset management fees $ 12,540 $ 35,149
Expense reimbursements 21,572 25,923
Charged to operations $ 34,112 $ 61,072
</TABLE>
Due to affiliates consisted of expense reimbursements of
$32,458 and $26 at March 31, 1998 and December 31, 1997,
respectively.
(7) Subsequent Event
On April 29, 1998, the General Partner sold the Partnership's
MBS portfolio to an unaffiliated third party for $519,556.
<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
Based upon the Joint Venture Partners'
assessment of the current and future market
conditions, the capital improvements necessary
to remain competitive in its market, its
capital resources and the differing strategies
of the Joint Venture Partners, the Joint
Venture Partners determined that it was in
their best interests, and that of their
respective investors, to sell Spring Valley
Marketplace. On January 30, 1998, Spring
Valley Marketplace was sold to unaffiliated
third parties. The property was included in
a package with thirteen other properties owned
by affiliates of the General Partner. The
total selling price of the fourteen properties
was $138,000,000, of which the Joint Venture
Partners received $29,571,700, less their
share of the closing costs.
The sale is considered a Terminating Capital
Transaction as defined by the Partnership
Agreement.
The Partnership anticipates making a special
distribution of $6.45 per Unit in the second
quarter of 1998, based upon approximately 80%
of the proceeds of the sale of the Marketplace
and estimated liquidation value of remaining
Partnership assets. Once all necessary
reserves and contingent liabilities are
funded, the remaining proceeds will be
distributed. All Partnership affairs are
expected to be completed by year-end.
The Partnership held MBS guaranteed by the
Federal Home Loan Mortgage Corporation
("FHLMC"). At March 31, 1998 and December 31,
1997, the Partnership recorded unrealized
holding gains on its MBS of $40,280 and
$46,946, respectively, to adjust the
investments to market value (see Note 3).
Subsequent to March 31, 1998, the Partnership
sold its MBS portfolio to an unaffiliated
third party (see Note 7).
Continued<PAGE>
KRUPP CASH PLUS-V LIMITED PARTNERSHIP
Operations
Partnership
Net income, net of the Partnership's share of
Joint Venture net income, increased for the
three months ended March 31, 1998, as compared
to the three months ended March 31, 1997, due
to an increase in income and a decrease in
expenses. Interest income on other
investments increased as a result of higher
cash and cash equivalent balances available
for investment, due to proceeds received from
the sale of the Joint Venture. This increase
is partially offset by a decrease in MBS
interest income due to repayments of principal
on the MBS portfolio.
Total expenses for the three months ended
March 31, 1998 decreased, as compared to the
same period in 1997, as a result of a decrease
in general and administrative expense related
to charges incurred in connection with the
preparation and mailing of Partnership reports
and other investor communications. The
decrease is also attributable to a decline in
asset management fees and amortization of
acquisition costs due to the sale of the Joint
Venture on January 30, 1998.
Joint Venture
Spring Valley Marketplace was sold on January
30, 1998 to unaffiliated third parties. See
Note 3 for further discussion of this
matter.<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
(a) Exhibits
Response: None
(b) Reports on Form 8-K
Date Event Reported
Financial Statements Filed
January 30, 1998 Disposition of Spring
Valley Pro Forma Balance Sheet at Marketplace September
30, 1997.
Pro Forma Statements of Operations for the nine
months ended September 30, 1997 and for the year
ended December 31, 1996.
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: May 14, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Cash Plus V
Financial Statements for the three months ended March 31, 1998 and is qualified
in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 15,816,155<F1>
<SECURITIES> 534,715
<RECEIVABLES> 4,176<F2>
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,646
<PP&E> 468,949<F3>
<DEPRECIATION> 0
<TOTAL-ASSETS> 16,969,641
<CURRENT-LIABILITIES> 397,203
<BONDS> 0
0
0
<COMMON> 16,523,158<F4>
<OTHER-SE> 40,280<F5>
<TOTAL-LIABILITY-AND-EQUITY> 16,969,641
<SALES> 0
<TOTAL-REVENUES> 283,380<F6>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 51,606
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 231,774<F7>
<EPS-PRIMARY> 0<F7>
<EPS-DILUTED> 0<F7>
<FN>
<F1>Includes cash and cash equivalents of $394,437 and investments in commercial
paper of $15,421,718.
<F2>Includes all receivables of the Partnership included in "Other Assets" on the
Balance Sheet.
<F3>Includes investment in Joint Venture.
<F4>Equity of General Partners ($125,174), Limited Partners $16,657,332.
<F5>Unrealized holding gain on MBS of $40,280.
<F6>Includes interest income of $157,380 and Partnership's share of Joint Venture
net income of $126,000.
<F7>Net income allocated $2,318 to General Partners and $229,456 to the Limited
Partners. Net Income per unit is $.11.
</FN>
</TABLE>
