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 September 30, 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 0-11210
Krupp Realty Fund, Ltd.-III
Massachusetts
04-2763323
(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
10.
PART I. FINANCIAL INFORMATION
Item 1. CONSOLIDATED 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 REALTY FUND, LTD. - III AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
ASSETS
(Unaudited)
September 30,December 31,
1998 1997
Multi-family apartment complexes,
less accumulated depreciation of
$21,510,208 and $20,216,642, respectively$ 9,965,151$10,519,769
Cash and cash equivalents 586,146 552,221
Replacement reserve escrow 140,712 177,778
Cash restricted for tenant security deposits 207,387 202,691
Prepaid expenses and other assets 617,924 595,696
Deferred expenses, net of accumulated
amortization of $247,388 and $212,971,
respectively 272,196 306,613
Total assets $ 11,789,516$12,354,768
LIABILITIES AND PARTNERS' DEFICIT
Liabilities:
Mortgage notes payable $ 18,829,979$19,126,371
Accrued expenses and other liabilities
(Note 3) 607,644 683,413
Total liabilities 19,437,623 19,809,784
Partners' deficit (Note 2):
Investor Limited Partners
(25,000 Units outstanding) (6,403,801) (6,220,367)
Original Limited Partner (913,877) (906,151)
General Partners (330,429) (328,498)
Total Partners' deficit (7,648,107) (7,455,016)
Total liabilities and Partners' deficit$11,789,516 $12,354,768
The accompanying notes are an integral
part of the consolidated financial statements.
KRUPP REALTY FUND, LTD. - III AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
1998 1997 1998 1997
Revenue:
Rental $1,878,976 $1,814,193 $5,625,386 $5,397,556
Other income 19,141 12,893 49,554 40,055
Total revenue 1,898,117 1,827,086 5,674,940 5,437,611
Expenses:
Operating (Note 3) 479,416 522,059 1,493,016 1,536,108
Maintenance 178,257 146,519 415,508 407,286
Real estate taxes 139,657 140,059 416,842 401,225
General and administrative
(Note 3) 16,649 25,072 52,837 103,668
Management fees (Note 3) 94,529 91,176 281,469 266,327
Depreciation and
amortization 507,842 504,023 1,327,9831,467,060
Interest 415,868 424,600 1,254,318 1,279,939
Total expenses 1,832,218 1,853,508 5,241,973 5,461,613
Net income (loss) $ 65,899$ (26,422) $ 432,967 $ (24,002)
Allocation of net income
(loss) (Note 2):
Investor Limited Partners
(25,000 Units
outstanding) $ 62,603$ (25,101) $411,318 $ (22,802)
Investor Limited Partners
Per Unit $ 2.50$ (1.00) $ 16.45 $ (.91)
Original Limited
Partner $ 2,636$ (1,057) $17,319 $ (960)
General Partners $ 660 $ (264) $4,330 $ (240)
The accompanying notes are an integral
part of the consolidated financial statements.
KRUPP REALTY FUND, LTD. - III AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Nine Months Ended
September 30,
1998 1997
Operating activities:
Net income (loss) $ 432,967 $(24,002)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization 1,327,983 1,467,060
Interest earned on replacement reserve
escrow (2,624) (3,774)
Changes in assets and liabilities:
Increase in cash restricted
for tenant security deposits (4,696) (21,376)
Decrease (increase) in prepaid expenses
and other assets (22,228) 59,827
Decrease in accrued expenses and
other liabilities (75,769) (41,854)
Net cash provided by operating
activities 1,655,633 1,435,881
Investing activities:
Additions to fixed assets (738,948)(749,520)
Deposits to replacement reserve escrow (46,421)(46,421)
Withdrawals from replacement reserve escrow 86,111 -
Decrease in accrued expenses and other
liabilities related to fixed asset additions - (5,083)
Net cash used in investing
activities (699,258) (801,024)
Financing activities:
Distributions (626,058) (417,370)
Principal payments on mortgage notes payable(296,392) (271,023)
Net cash used in financing
activities (922,450) (688,393)
Net increase (decrease) in cash and cash
equivalents 33,925 (53,536)
Cash and cash equivalents, beginning of period 552,221 468,735
Cash and cash equivalents, end of period $ 586,146 $ 415,199
The accompanying notes are an integral
part of the consolidated financial statements.
KRUPP REALTY FUND, LTD. - III AND SUBSIDIARY
NOTES TO CONSOLIDATED 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 Partners of Krupp Realty Fund,
Ltd.-III and Subsidiary (the "Partnership"),
the disclosures contained in this report are
adequate to make the information presented not
misleading. See Notes to Consolidated
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 Partners of the
Partnership, the accompanying unaudited
consolidated financial statements reflect all
adjustments necessary to present fairly the
Partnership's consolidated financial position
as of September 30, 1998, its results of
operations for the three and nine months ended
September 30, 1998 and 1997, and its cash
flows for nine months ended September 30, 1998
and 1997.
The results of operations for the three and
nine months ended September 30, 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)Summary of Changes in Partners' Deficit
A summary of changes in Partners' deficit for
the nine months ended September 30, 1998 is as
follows:
Investor Original Total
Limited Limited General Partners'
Partners Partner Partners Deficit
Balance at
December 31, 1997$(6,220,367)$(906,151)$(328,498)$(7,455,016)
Net income 411,318 17,319 4,330 432,967
Distributions (594,752) (25,045) (6,261) (626,058)
Balance at
September 30, 1998$(6,403,801)$(913,877)$(330,429)$(7,648,107)
Continued
KRUPP REALTY FUND, LTD. - III AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
(3)Related Party Transactions
The Partnership pays property management fees
to an affiliate of the General Partners for
management services. Pursuant to the
management agreements, management fees are
payable monthly at a rate of 5% of the gross
receipts from the properties under management.
The Partnership also reimburses affiliates of
the General Partners for certain expenses
incurred in connection with the operation of
the Partnership and its properties, including
administrative expenses.
Amounts accrued or paid to the General
Partners' affiliates were as follows:
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
1998 1997 1998 1997
Property management fees$ 94,529 $ 91,176 $281,469 $266,327
Expense reimbursements 41,522 42,655 102,989 136,478
Charged to operations$136,051 $133,831 $384,458 $402,805
Expense reimbursements due from affiliates of $25,847 are
included in prepaid expenses and other assets at September 30,
1998.
KRUPP REALTY FUND, LTD. - III AND SUBSIDIARY
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 ability to generate cash
adequate to meet its needs is dependent
primarily upon the operations of its real
estate investments. Such ability is also
dependent upon the future availability of bank
borrowings and the potential refinancing and
sale of the Partnership's remaining real
estate investments. These sources of
liquidity will be used by the Partnership for
payment of expenses related to real estate
operations, capital expenditures, debt service
and expenses. Cash Flow, if any, as
calculated under Section 8.2(a) of the
Partnership Agreement, will then be available
for distribution to the Partners.
The Partnership has spent approximately
$739,000 to date and is expected to spend
approximately $1,037,000 for capital
improvements at its properties in 1998 to
remain competitive in their respective
markets. These improvements include the
replacement of countertops, carpeting,
appliances, pavement upgrades and both
interior and exterior building improvements.
The Partnership expects to fund these
improvements from established reserves and
cash generated from property operations.
Financial Accounting Standards Board Statement
No. 130 ("FAS 130") "Reporting Comprehensive
Income" is effective for fiscal years
beginning after December 31, 1997, although
earlier application is permitted. FAS 130
establishes standards for reporting and
display of comprehensive income and its
components in financial statements. Financial
Accounting Standards Board Statement No. 131
("FAS 131") "Disclosures about Segments of an
Enterprise and Related Information"
establishes standards for disclosing measures
for profit or loss and total assets for each
reportable segment. FAS 131 is effective for
fiscal years beginning after December 15,
1997. The General Partners do not believe
that the implementation of FAS 130 or FAS 131
will have a material impact on the
Partnership's financial statements.
The General Partners of the Partnership have
conducted an assessment of the Partnership's
core internal and external computer
information systems and have taken the further
necessary steps to understand the nature and
extent of the work required to make its
systems Year 2000 ready in those situations in
which it is required to do so. The Year 2000
readiness issue concerns the inability of
computerized information systems to accurately
calculate, store or use a date after 1999.
This could result in a system failure or
miscalculations causing disruptions of
operations. The Year 2000 issue affects
virtually all companies and all organizations.
In this regard, the General Partners of the
Partnership, along with certain affiliates,
began a computer systems project in 1997 to
significantly upgrade its existing hardware
and software. The General Partners completed
the testing and conversion of the financial
accounting operating systems in February 1998.
As a result, the General Partners have
generated operating efficiencies and believe
their financial accounting operating systems
are Year 2000 ready. The Partnership incurred
hardware costs as well as consulting and other
expenses related to the infrastructure and
facilities enhancements necessary to complete
the upgrade and prepare for the Year 2000.
There are no other systems or software that
the Partnership is using at the present time.
Continued
KRUPP REALTY FUND, LTD. - III AND SUBSIDIARY
Liquidity and Capital Resources, Continued
The General Partners of the Partnership are in
the process of evaluating the potential
adverse impact that could result from the
failure of material third-party service
providers (including but not limited to its
banks and telecommunications providers) and
significant vendors to be Year 2000 ready. No
estimate can be made at this time as to the
impact of the readiness of such third parties.
Operations
Net income increased for the three and nine
months ended September 30, 1998, as compared
to the three and nine months ended September
30, 1997, with an increase in total revenue
and a decrease in total expenses.
Total revenue increased for the three and nine
months ended September 30, 1998, as compared
to the three and nine months ended September
30, 1997, primarily due to rental rate
increases implemented at all of the
Partnership's properties during the nine
months ended September 30, 1998.
Total expenses decreased for the three months
ended September 30, 1998, as compared to the
three months ended September 30, 1997, as the
decrease in operating expense more than offset
the increase in maintenance expense. The
decrease in operating expense is due to a
reduction in contingent insurance premiums at
the Partnership's properties, due to a
favorable claim history. Maintenance expense
increased due to a rise in landscaping
expenditures at Brookeville Apartments.
Total expenses decreased for the nine months
ended September 30, 1998, as compared to the
nine months ended September 30, 1997, with
decreases in operating, general and
administrative and depreciation expenses.
Operating expense decreased due to a reduction
in insurance expense, as discussed above.
General and administrative expenses decreased
as a result of 1997 legal costs relating to
the unsolicited tender offers to purchase
Partnership Units. Depreciation expense
decreased as fixed asset additions purchased
in previous years became fully depreciated.
KRUPP REALTY FUND, LTD. - III AND SUBSIDIARY
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
SIGNATURE
Pursuant to the requirements 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.
Krupp Realty Fund, Ltd. - III
(Registrant)
BYBy:/s/Wayne H. Zarozny
Wayne H. Zarozny
Treasurer and Chief
Accounting Officer of
The Krupp Corporation,
a General Partner
DATE: November 10, 1998