UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED]
For the fiscal year ended
December 31, 1997
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
0-11985
Krupp Realty Limited
Partnership-V
(Exact name of registrant as specified in its
charter)
Massachusetts
04-2796207 (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: Units of Investor
Limited Partner
Interest
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.
Documents incorporated by reference: Part IV,
Item 14.
The exhibit index is located on pages 9-12.
The total number of pages in this document is
30.
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 Realty Limited Partnership-V ("KRLP-V")
was formed on June 16, 1983 by filing a
Certificate of Limited Partnership in The
Commonwealth of Massachusetts. The Krupp
Corporation (a Massachusetts corporation) and
The Krupp Company Limited Partnership-II (a
Massachusetts limited partnership) are the
General Partners of KRLP-V. KRLP-V issued
all of the Original Limited Partner Interests
to The Krupp Company Limited Partnership-II.
On September 6, 1983, KRLP-V, pursuant to a
sales agent agreement, commenced the marketing
and sale of units of Investor Limited Partner
Interest ("Units") for $1,000 per Unit, 35,200
of which were sold. For further details, see
Note A to Consolidated Financial Statements
included in Item 8 (Appendix A) of this
report.
KRLP-V considers itself to be engaged only in
the industry segment of investment in real
estate. KRLP-V invested the net proceeds from
the offering in leveraged real estate. KRLP-V
originally invested in four multi-family
apartment complexes (Century II, Marine
Terrace, Fieldcrest Apartments and Park Place
Tower Apartments) and a joint venture in
Lakeview Tower Apartments (the "Joint
Venture") with Krupp Realty Limited
Partnership-IV, an affiliated limited
partnership. The aggregate purchase price of
the properties was approximately $67 million
and KRLP-V originally funded approximately
$2.3 million to the Joint Venture.
On March 20, 1989, the General Partners formed
Krupp Realty Park Place-Chicago Limited
Partnership ("Realty-V") as a prerequisite for
the refinancing of Park Place Tower Apartments
("Park Place"). At the same time, the General
Partners transferred ownership of Park Place
to Realty-V. The General Partner of Realty-V
is The Krupp Corporation ("Krupp Corp."). The
Limited Partner of Realty-V is KRLP-V. Krupp
Corp. has beneficially assigned its interest
in Realty-V to KRLP- V. KRLP-V and Realty-V
are collectively known as Krupp Realty Limited
Partnership-V and Subsidiary (collectively
referred to herein as the "Partnership").
The Partnership sold two of its apartment
complexes, Fieldcrest Apartments and Marine
Terrace, in 1992 and 1995, respectively. The
Partnership also received a distribution of
proceeds from the sale of the Joint Venture in
1992.
The Partnership's real estate investments are
subject to some seasonal fluctuations
resulting from changes in utility consumption
and seasonal maintenance expenditures.
However, the future performance of the
Partnership will depend upon factors which
cannot be predicted. Such factors include
general economic and real estate market
conditions, both on a national basis and in
those areas where the Partnership's real
estate investments are located, 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 to date have not had an adverse
effect on the Partnership's operations, and no
adverse effect therefrom is anticipated in the
future.
The Partnership's investments in real estate
are also subject to such risks as (i)
competition from existing and future projects
held by other owners in the locations of the
Partnership's properties, (ii) fluctuations
in rental income due to changes in occupancy
levels, (iii) possible adverse changes in
mortgage interest rates, (iv) 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, (v) the possible
future adoption of rent control legislation
which would not permit the full amount of
increased costs to be passed on to tenants in
the form of rent increases, and (vi) other
circumstances over which the Partnership may
have little or no control.
As of December 31, 1997, the Partnership did
not employ any personnel.
ITEM 2. PROPERTIES
As of December 31, 1997, the Partnership had
leveraged investments in two apartment
complexes having an aggregate of 1,369 units.
One of the complexes has an additional 18,417
square feet of leasable commercial space.
A summary of the Partnership's real estate
investments is presented below. Schedule III
included in Item 8 (Appendix A) of this report
contains additional detailed information with
respect to individual properties.
Total Units/ Average Occupancy
Current For the Year Ended
Year of Leasable December 31,
DescriptionAcquisitionSquare Footage1997199619951994 1993
Century II Apts.
Cockeysville, Maryland 1984 468 Units 100% 96% 92% 92% 91%
Park Place Tower Apts. 901 Units 99% 96% 94% 94% 94%
Chicago, Illinois 1984 18,417 Sq. Ft. 64% 76% 83% 83% 80%
ITEM 3. LEGAL PROCEEDINGS
The Partnership is a defendant in a class
action suit related to the practice of giving
discounts for the early or timely payments of
rent at Park Place Apartments ("Park Place")
and Marine Terrace Apartments. The central
issue of the complaint is whether the
operative lease violated a Chicago municipal
ordinance relating to late fee charges because
it allowed tenants a discount if rent was paid
on or before the first of the month. The
allegation was that, notwithstanding the
stated rental rate and printed discount, the
practice represented an unlawful means of
exacting late fee charges. In addition to
seeking damages for any "forfeited" discounts,
plaintiffs seek statutory damages of two
months rent per lease violation and reasonable
attorneys' fees. To be eligible for such
damages plaintiffs must prove that the
defendants deliberately used a provision
prohibited by the ordinance.
During 1994, the Court ruled in
favor of the defendants, and accepted the
Partnership's Motion to Dismiss the
Plaintiff's Third Amended Complaint. The
plaintiffs filed an appeal with the Appellate
Court of Illinois, First District. During
1996, the decision was reversed on appeal and
the case remanded to trial court for further
proceedings. The defendants intend to
vigorously defend this case. However, the
Partnership has recorded a provision of
$282,000, representing its share of the
discounts and late fees, plus estimated legal
costs, in the 1997 consolidated financial
statements. The ultimate outcome of the
potential punitive damages award related to
this litigation, including an estimate of
potential loss, cannot presently be
determined.
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
The transfer of Units is subject to certain
limitations contained in the Partnership
Agreement. There is no public market for the
Units and it is not anticipated that any such
public market will develop.
The number of Investor Limited Partners as of
December 31, 1997 was approximately 2,300.
One of the objectives of the Partnership is to
generate cash available for distribution. The
General Partners discontinued distributions
during 1990 due to insufficient operating
cash flow. However, during 1993, the
Partnership distributed $27,888 which was
equivalent to the required withholding tax for
the state of Maryland which arose from the
sale of Fieldcrest Apartments. This amount
was paid to the state of Maryland for the
benefit of all Partners.
In 1995, the General Partners determined that
there was sufficient Cash Flow, as calculated
under section 8.2 (a) of the Partnership
Agreement ("Cash Flow"), and working capital
reserves to reinstate distributions. These
semiannual distributions, which commenced in
the first quarter of 1996, are paid at an
annual rate of $20.00 per Unit. The General
Partners believed there was sufficient Cash
Flow and working capital reserves to increase
the annual distribution rate to the current
rate of $40.00 per Unit in 1997.
The Partnership made the following
distributions to its Partners during the years
ended December 31, 1997 and 1996:
Year Ended December 31,
1997 1996
Amount Per Unit Amount Per Unit
Limited Partners:
Investor Limited Partners
(35,200 Units
outstanding) $1,408,000 $40.00 $704,000 $20.00
Original Limited Partner 90,839 45,419
General Partners 15,140 7,570
$1,513,979 $756,989
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected
financial information regarding the
Partnership's consolidated financial position
and operating results. This information
should be used in conjunction with
Management's Discussion and Analysis of
Financial Condition and Results of Operations
and the Consolidated Financial Statements and
Supplementary Data, which are included in
Items 7 and 8 of this report, respectively.
1997 1996 1995 1994 1993
Total revenue $14,523,598 $13,660,261 $13,839,760 $13,652,413$13,684,206
Loss before gain from
capital transactions (304,383) (119,075) (795,377) (1,450,214) (3,921,897)
Gain on sale of
property - - 3,265,789 - -
Income (loss) before
extraordinary loss (304,383) (119,075) 2,470,412 (1,450,214) (3,921,897)
Extraordinary loss (288,156) - (93,215) - -
Net income (loss) (592,539) (119,075) 2,377,197 (1,450,214) (3,921,897)
Net income (loss)
allocated to:
Investor Limited
Partners (586,614) (117,884) 2,353,425 (1,435,712) (3,882,678)
Per Unit (16.67) (3.35) 66.86 (40.79) (110.30)
Original Limited
Partner - - - - -
General Partners (5,925) (1,191) 23,772 (14,502) (39,219)
Total assets at
December 31, 35,457,032 37,162,269 38,555,732 42,604,180 45,011,823
Long-term obligations
at December 31, 41,848,811 41,700,453 42,273,669 46,805,538 47,392,245
Distributions:
Investor Limited
Partners 1,408,000 704,000 - - 25,936
Per Unit 40.00 20.00 - - .74
Original
Limited Partner 90,839 45,419 - - 1,673
General Partners 15,140 7,570 - - 279
The Selected Financial Data results for the periods presented are not comparable
due to the sale of Marine Terrace on July 19, 1995.
The per Unit distibutions for the years ended December 31, 1997, 1996, 1995,
1994 and 1993 were $40.00, $20.00, $0, $0 and $.74, respectively, none of which
represented a return of capital.
Prior performance of the Partnership is not necessarily indicative of future
operations.
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 Partnersip's ability to generate cash adequate to meet its needs is
dependent primarily upon the operating performance of its real estate
investments. Such ability would also be impacted by the future availability
of bank borrowing sources as current debt matures. These sources of liquidity
will be used by the Partnership for payment of expenses related to real estate
operations, capital improvements, debt service and other 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. In 1995, the General
Partners determined that there was sufficient Cash Flow and working capital
reserves to reinstate distributions. These semiannual distributions
commenced in the first quarter of 1996 at an annual rate of $20.00 per Unit.
Beginning with the distribution paid in February 1997, the annual distribution
rate was increased from $20.00 per Unit, to $40.00 per Unit, based on
sufficient cash flow and working capital reserves.
On July 19, 1995, the Partnership sold Marine Terrace Apartments, a 187-unit
apartment complex located in Chicago,Illinois, for cash proceeds and other
considerations which totaled $6,436,505. Proceeds from the sale were used
to pay closing costs of $44,152, to repay the existing mortgage note on the
property of $4,050,721 and to satisfy other Partnership liabilities. For
financial reporting purposes, the Partnership realized a gain of $3,265,789
on the sale. The gain was calculated as the difference between net
consideration received, less net book value of the property.
On December 10, 1997, the Partnership completed the refinancing of the Century
II Apartments ("Century") mortgage note. The property was refinanced with a
$11,000,000 non-recourse mortgage note payable at the rate of 6.75% per annum
with monthly principal and interest payments of $71,346. The Partnership
used the majority of the proceeds from the refinancing to repay the existing
mortgage note on the property of $10,309,332, pay closing costs of $227,478,
to pay a prepayment premium of $210,825 and to establish various escrows.
The Partnership's major capital improvement project, the repair of Park Place
Tower Apartments' ("Park Place") building facade, was completed in the fourth
quarter of 1995. The external improvements, along with extensive interior
improvements, were funded from established reserves and cash generated by the
property. The completion of these improvements has greatly enhanced the
appearance of the property and has resulted in both increased rents and
occupancy. The Partnership's properties, Century and Park Place, are
expected to spend approximately $2,408,000 for capital improvements in 1998
in order to remain competitive in their respective markets. These improvements
include floor covering, pavement upgrades and appliance replacements, as well
as interior improvements and refurbishment of the elevator and convenience
store at Park Place. The Partnership expects to fund these improvements from
established reserves and cash generated from property operations.
Operations
The following discussion relates to the operations of the Partnership and
its properties (Park Place Tower and Century II Apartments) for the years
ended December 31, 1997, 1996 and 1995.
1997 compared to 1996
Net loss, before extraordinary loss, increased in 1997 when compared to
1996 as the increase in total expenses more than offset the increase in
revenue.
Total revenue increased in 1997 when compared to 1996, primarily due to
increases in average occupancy at both Park Place and Century, as well
as increased rental rates at Park Place. Average occupancy rates at
Century increased from 96% to 100% in 1996 and 1997, respectively.
Average residential occupancy rates at Park Place rose from 96% to 99%
in 1996 and 1997, respectively. The Partnership's properties enjoy strong
occupancy as capital improvements, including an appliance replacement
program at Century and a new fitness center at Park Place, have strenthened
leasing efforts at the properties. Interest income decreased as investements
in commercial paper declined as a direct result of the 100% increase in the
semiannual distributions paid in 1997.
Total expenses increased in 1997 when compared to 1996 as a result of
increases in maintenance, real estate tax and depreciation expenses.
Maintenance expense increased due to payment of the insurance deductible
for flood damage at Park Place, repairs to the heating and air conditioning
system at Park Place and other preventive maintenance at both of the
Partnership's properties, including interior painting and drainage upgrades.
The increase in real estate tax expense was due to refunds of prior years'
real estate taxes received in 1996 for Park Place toward the 1986, 1987, 1988
and 1990 tax years totaling approximately $325,000. Additionally, 1997 real
estate tax expense increased due to an increase in the assessed value of
Park Place. Depreciation expense increased in conjunction with capital
improvement expenditures.
1996 compared to 1995
Net income, after giving effect to the sale of Marine Terrace, increased
in 1996 as compared to 1995 as in increase in revenue more than offset
the increase in total expenses.
Average residential occupancy at Century and Park Place increased 4% and
2% respectively from 1995 to 1996. This, as well as increased rental
rates at both properties, contributed to the rise in rental income,
excluding Marine Terrace's revenues. Interest income for the Partnership
increased in 1996, primarily from increased average cash and cash equivalent
balances during 1996 which resulted from the sale of Marine Terrace in the
third quarter of 1995.
Total expenses, after giving effect to the sale of Marine Terrace,
increased in 1996 as compared to 1995, as the rise in operating and
maintenance expenses more than offset the decrease in real estate taxes.
The increase in operating expense was due to prior years' insurance
refunds received in 1995 combined with an increase in advertising and
leasing at both Century and Park Place. These additional advertising
and leasing costs, along with the property enhancements discussed above,
increased occupancy rates at both properties and allowed management to
maintain these high occupancies throughout 1996. Maintenance expense
increased a flowers were replanted at Park Place and the interiors of
the buildings at both Century and Park Place were painted in 1996.
The decrease in real estate taxes was attributed to the successful
petition for the reassessment of prior years' real estate taxes on Park
Place in 1996. The Partership received real estate tax refunds related
to the 1986, 1987, 1988, and 1990 tax years totaling approximately $325,000
in 1996. The refunds were reflected as reductions in the 1996 real estate
tax expense. The increase in depreciation expense was directly related
to the extensive capital improvement project at Park Place which was
completed in 1995.
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 The Krupp Corporation, which is
a General Partner of KRLP-V and The Krupp Company Limited Partnership-II,
the other General Partner of KRLP-V, is as follows:
Position with
Name and Age The Krupp Corporation
Douglas Krupp (51) President and Co-Chairman of the Board
George Krupp (53) Co-Chairman of the Board
Wayne H. Zarozny (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.
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
(NYSE-HBR). 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.
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. Mr. Krupp
received his undergraduate education from the
University of Pennsylvania and Harvard
University Extension School and holds a
Master's degree in History from Brown
University.
Wayne H. Zarozny is Vice President of the
Berkshire Group. Mr. Zarozny has held several
positions within The Berkshire Group since
joining the company in 1986 and is currently
responsible for accounting and financial
reporting, treasury, accounts payable and
payroll activities. Prior to joining The
Berkshire Group, he was an audit supervisor
for Panell Kerr Forster International and on
the audit staff of Deloitte, Haskins and
Sells, in Boston. He received a B.S. degree
from Bryant College, a Master's degree in
Business Administration from Clark University
and is a Certified Public Accountant.
ITEM 11. EXECUTIVE COMPENSATION
The Partnership has no directors or executive officers.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of December 31, 1997, beneficial owners of record owning more than 5%
of the Partnership's 35,200 outstanding Units were as follows:
Title Name and Address Amount and Nature Percent
of of of of
Class Beneficial Owner Beneficial Ownership Class
Investor Equity Resource Fund XIX L.P.
Limited 14 Story Street
Partner Cambridge, MA 02138
Units 125.00 Units .35%
Investor Equity Resource General Fund
L.P.
Limited 14 Story Street
Partner Cambridge, MA 02138
Units 20.00 Units .06%
Investor Equity Resource Fund XVII L.P.
Limited 14 Story Street
Partner Cambridge, MA 02138
Units 1,559.50 Units 4.43%
Investor Equity Fund XIX L.P.
Limited 14 Story Street
Partner Cambridge, MA 02138
Units 225.00 Units .64%
Total 1,929.50 Units 5.48%
On that date, the General Partners or their affiliates owned 53 Units
(.15% of the total outstanding) of the Partnership in addition to their
General and Original Limited Partner Interests.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Partnership does not have any directors, executive officers or
nominees for election as director.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Consolidated Financial Statements - see Index to Consolidated
Financial Statements and Schedule included under Item 8
(Appendix A), on page F-2 of this Report.
2. Consolidated Financial Statement Schedule - see Index to
Consolidated Financial Statements and Schedule included under
Item 8 (Appendix A), on page F-2 of this Report. All other
schedules are omitted as they are not applicable, not required
or the information is provided in the Consolidated Financial
Statements or the Notes thereto.
(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) Amended Agreement of Limited Partnership dated as of
July 27, 1983 [Exhibit A to Prospectus included in
Registrant's Registration Statement on Form S-11 (File
2-84645)].*
(4.2) Amended Certificate of Limited Partnership filed with
the Massachusetts Secretary of State on December 16,
1983 [Exhibit 4.2 to Registrant's Report on Form 10-K
for 1983 (File 2-84645)].*
(10) Material Contracts:
Park Place Apartments
(10.1) Purchase and Sale Agreement dated April 24, 1984 between
Douglas Krupp and Sheldon J. Mandell, Howard J. Mandell,
Jerome W. Mandell and Norman Mandell [Exhibit 1 to
Registrant's Report on Form 8-K dated May 4, 1984 (File
No. 2-84645)].*
(10.2) Assignment of Beneficial Interest in Land Trust dated May
1, 1984 by Sheldon J. Mandell, Howard J. Mandell, Jerome
W. Mandell and Norman Mandell to Krupp Realty Limited
Partnership-V. [Exhibit 10.9 to Registrant's Report on
Form 10-K for the year ended November 30, 1984 (File No.
0-11985)].*
(10.3) Addendum to Management Agreement between Krupp Realty
Park Place - Chicago Limited Partnership and Krupp Asset
Management Company, now known as Berkshire Property
Management [Exhibit 2 to Registrant's Report on Form 8-K
dated April 27, 1989 (File No. 0-11985)].*
(10.4) Agreement of Limited Partnership of Krupp Realty Park
Place - Chicago Limited Partnership dated March 15, 1989
[Exhibit 5 to Registrant's Report on Form 8-K dated April
27, 1989 (File No. 0-11985)].*
(10.5) Assignment of General Partners interests in Krupp Realty
Park Place - Chicago Limited Partnership by The Krupp
Corporation to Krupp Realty Limited Partnership-V dated
March 15, 1989 [Exhibit 6 to Registrant's Report on Form
8-K dated April 27, 1989 (File No. 0-11985)].*
(10.6) Written Consent of Directors of The Krupp Corporation
dated April 18, 1989 assigning beneficial interest in
Park Place Apartments to Krupp Realty Park Place -
Chicago Limited Partnership [Exhibit 7 to Registrant's
Report on Form 8-K dated April 27, 1989 (File No. 0-
11985)].*
(10.7) Property Management Agreement, dated May 4, 1984 between
Krupp Realty Limited Partnership-V, as Owner, and BRI OP
Limited Partnership, formerly known as Berkshire Property
Management, a subsidiary of Berkshire Realty Company,
Inc. [Exhibit 10.18 to Registrant's Report on Form 10-K
for the year ended November 30, 1984 (File No.
0-11985)].*
(10.8) Loan Modification/Cancellation Agreement dated September
14, 1993 between South Chicago Bank, as Trustee, and
Krupp Realty Park Place - Chicago Limited Partnership
(File No. 0-11985).*
(10.9) Modification to mortgage note dated September 14, 1993
between South Chicago Bank, as Trustee, and Government
National Mortgage Association (File No. 0-11985).*
(10.10) Modification of mortgage dated September 14, 1993
between South Chicago Bank, as Trustee, and Government
National Mortgage Association (File No. 0-11985).*
(10.11) Regulatory Agreement for Multifamily Housing Projects
dated September 14, 1993, between South Chicago Bank,
as Trustee, and Krupp Realty Park Place - Chicago
Limited Partnership (File No. 0-11985).*
Century II Apartments
(10.12) Agreement of Sale, dated September 18, 1984 between the
Partners of Century III Associates and Douglas Krupp
and related exhibits including Mortgage Notes and
Related Mortgages [Exhibit 1 to Registrant's Report on
Form 8-K dated October 11, 1984 (File No. 0-11985)].*
(10.13) Assignment of Partnership Interest in Century III
Associates dated October 10, 1984 by the Partners of
Century III Associates to The Krupp Company Limited
Partnership-II, The Krupp Corporation and Krupp Realty
Limited Partnership-V [Exhibit 2 to Registrant's Report
on Form 8-K dated October 11, 1984 (File No.
0-11985)].*
(10.14) Fifth, Sixth and Seventh Amended and Restated Limited
Partnership Agreement of Century III Associates Limited
Partnership [Exhibit 3 to Registrant's Report on Form
8-K dated October 11, 1984 (File No. 0-11985)].*
(10.15) Assignment of Beneficial Interest in Century III
Associates from The Krupp Company Limited
Partnership-II and The Krupp Corporation to Krupp
Realty Limited Partnership-V. [Exhibit 10.32 to
Registrant's Report on Form 10-K for the year ended
November 30, 1984 (File No. 0-11985)].*
(10.16) Property Management Agreement, dated October 11, 1984
between Krupp Realty Limited Partnership-V, as Owner,
and BRI OP Limited Partnership, formerly known as
Berkshire Property Management, an affiliate of
Berkshire Realty Company, Inc. [Exhibit 10.33 to
Registrant's Report on Form 10-K for the year ended
November 30, 1984 (File No. 0-11985)].*
(10.17) Third Amended and Restated Promissory Note dated April
27, 1989 between Century III Associates Limited
Partnership and Bankers United Life Assurance Company.
[Exhibit 8 to Registrant's Report on Form 8-K dated
April 27, 1989 (File No. 0-11985)].*
(10.18) Third Amended and Restated Deed of Trust dated April
27, 1989 between Century III Associates Limited
Partnership and Bankers United Life Assurance Company.
[Exhibit 9 to Registrant's Report on Form 8-K dated
April 27, 1989 (File No. 0-11985)].*
(10.19) Multifamily Note dated December 10, 1997 between
Century III Associates Limited Partnership and Reilly
Mortgage Group, Inc.+
(10.20) Multifamily Deed of Trust, Assignment of Rents, and
Security Agreement dated December 8, 1997 between
Century III Associates Limited Partnership and Trust
Company of Chicago and Reilly Mortgage Group, Inc.+
* Incorporated by reference.
+ Filed herein.
(c) Reports on Form 8-K
During the last quarter of the fiscal year ended December 31, 1997,
the Partnership did not file any reports on Form 8-K.
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
24th day of March, 1998.
KRUPP REALTY LIMITED PARTNERSHIP-V
By:
The Krupp Corporation, a General Partner
By:/s/ Douglas Krupp
Douglas Krupp, President, Co-Chairman
(Principal Executive Officer)
and Director of The Krupp Corporation
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated, on the 24th day of March, 1998.
Signatures Titles
/s/ Douglas Krupp President, Co-Chairman (Principal Executive
Douglas Krupp Officer) and Director of The Krupp
Corporation, a General Partner.
/s/ George Krupp Co-Chairman (Principal Executive Officer)
George Krupp and Director of The Krupp Corporation, a
General Partner.
/s/ Wayne H. Zarozny Treasurer of The Krupp Corporation, a
Wayne H. Zarozny General Partner.
APPENDIX A
KRUPP REALTY LIMITED PARTNERSHIP-V AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
ITEM 8 OF FORM 10-K
ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION
For the Year Ended December 31, 1997
KRUPP REALTY LIMITED PARTNERSHIP-V AND SUBSIDIARY
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
Report of Independent Accountants F-3
Consolidated Balance Sheets at December 31,
1997 and
December 31, 1996 F-4
Consolidated Statements of Operations for the
years ended
December 31, 1997, 1996 and 1995 F-5
Consolidated Statements of Changes in
Partners' Deficit
for the years ended December 31, 1997, 1996
and 1995 F-6
Consolidated Statements of Cash Flows for the
years ended
December 31, 1997, 1996 and 1995 F-7
Notes to Consolidated Financial StatementsF-8 - F-15
Schedule III - Real Estate and Accumulated
Depreciation F-16 - F-17
All other schedules are omitted as they are
not applicable, not required, or the
information is provided in the consolidated
financial statements or the notes thereto.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
Krupp Realty Limited Partnership-V and
Subsidiary:
We have audited the consolidated financial
statements and the financial statement
schedule of Krupp Realty Limited Partnership-V
and Subsidiary (the "Partnership") listed in
the index on page F-2 of this Form 10-K.
These financial statements and financial
statement schedule are the responsibility of
the Partnership's management. Our
responsibility is to express an opinion on
these financial statements and 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
consolidated financial statements. An audit
also includes assessing the accounting
principles used and significant estimates made
by management, as well as evaluating the
overall consolidated 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 consolidated financial
position of Krupp Realty Limited Partnership-V
and Subsidiary as of December 31, 1997 and
1996 and the consolidated results of its
operations and its cash flows for each of the
three years in the period ended December 31,
1997 in conformity with generally accepted
accounting principles. In addition, in our
opinion, the financial statement schedule
referred to above, when considered in relation
to the basic financial statements taken as a
whole, presents fairly, in all material
respects, the information required to be
included therein.
Boston, Massachusetts COOPERS &
LYBRAND L.L.P.
February 2, 1998
KRUPP REALTY LIMITED PARTNERSHIP-V AND
SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
December 31, 1997 and 1996
ASSETS
1997 1996
Multi-family apartment complexes, net of
accumulated depreciation of $41,602,481
and $38,066,263, respectively (Notes D and E)$30,790,070$32,598,192
Cash and cash equivalents (Note C) 802,726 1,767,094
Cash restricted for tenant security deposits 294,572 307,908
Replacement reserve and repair escrows (Note E) 399,771 689,656
Prepaid expenses and other assets 2,662,138 1,377,390
Deferred expenses, net of accumulated
amortization of $48,332 and $469,134,
respectively (Note F) 507,755 422,029
Total assets $35,457,032$37,162,269
LIABILITIES AND PARTNERS' DEFICIT
Liabilities:
Mortgage notes payable (Notes D and E) $42,400,979$42,270,255
Accrued real estate taxes 1,950,000 1,660,000
Accrued expenses and other liabilities 1,249,087 1,242,050
Due to affiliates (Note F) - 26,480
Total liabilities 45,600,066 45,198,785
Commitments and contingencies (Note G)
Partners' deficit (Note H):
Investor Limited Partners
(35,200 Units outstanding) (9,366,783) (7,372,169)
Original Limited Partner (370,797) (279,958)
General Partners (405,454) (384,389)
Total Partners' deficit (10,143,034) (8,036,516)
Total liabilities and Partners' deficit $35,457,032$37,162,269
The accompanying notes are an integral
part of the consolidated financial statements.
KRUPP REALTY LIMITED PARTNERSHIP-V AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1997, 1996 and 1995
1997 1996 1995
Revenue:
Rental (Note I)$14,395,306 $13,489,627 $13,695,050
Interest income 128,292 170,634 144,710
Total revenue 14,523,598 13,660,261 13,839,760
Expenses:
Operating (Note F) 3,629,513 3,635,470 3,732,763
Maintenance 1,136,671 927,736 895,329
General and administrative
(Notes F and G) 324,660 323,652 170,943
Real estate taxes(Note J)2,280,910 1,621,545 2,201,309
Management fees (Note F) 475,569 442,295 512,462
Depreciation and amortization 3,600,639 3,387,658 3,405,153
Interest (Note E) 3,380,019 3,440,980 3,717,178
Total expenses 14,827,981 13,779,336 14,635,137
Loss before gain on sale of property
and extraordinary loss (304,383) (119,075) (795,377)
Gain on sale of property (Note D) - - 3,265,789
Income (loss) before
extraordinary loss(304,383) (119,075) 2,470,412
Extraordinary loss (Note E) (288,156) - (93,215)
Net income (loss) (Note K)$ (592,539)$ (119,075) $ 2,377,197
Allocation of net income (loss)(Note H):
Investor Limited Partners
(35,200 Units outstanding) $ (586,614)$ (117,884)$ 2,353,425
Per Unit of Investor
Limited Partner Interest:
Loss before gain on sale of
property and extraordinary
loss $ (8.56)$ (3.35) $ (22.37)
Gain on sale of property - - 91.85
Extraordinary loss (8.11) - (2.62)
Net income (loss) $ (16.67)$ (3.35)$ 66.86
Original Limited Partner:
Loss before gain on sale
of property and extra-
ordinary loss $ - $ - $ -
Gain on sale of property - - -
Extraordinary loss - - -
Net income (loss) $ - $ - $ -
General Partners:
Loss before gain on sale
of property and extra-
ordinary loss $ (3,044)$ (1,191) $ (7,954)
Gain on sale of property - - 32,658
Extraordinary loss (2,881) - (932)
Net income (loss) $ (5,925)$ (1,191)$ 23,772
The accompanying notes are an integral
part of the consolidated financial statements.
KRUPP REALTY LIMITED PARTNERSHIP-V AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
For the Years Ended December 31, 1997, 1996 and 1995
Investor Original Total
Limited Limited General Partners'
Partners Partner Partners Deficit
Balance at
December 31, 1994$(8,903,710)$(234,539)$(399,400)$ (9,537,649)
Gain on sale of
property, net 3,233,131 - 32,658 3,265,789
Early extinguishment
of debt (92,283) - (932) (93,215)
Loss before
extraordinary loss (787,423) - (7,954) (795,377)
Balance at
December 31, 1995 (6,550,285) (234,539) (375,628) (7,160,452)
Distributions (704,000) (45,419) (7,570) (756,989)
Net loss (117,884) - (1,191) (119,075)
Balance at
December 31, 1996 (7,372,169) (279,958) (384,389) (8,036,516)
Distributions (Note H)(1,408,000)(90,839) (15,140) (1,513,979)
Early extinguishment
of debt (285,275) - (2,881) (288,156)
Loss before
extraordinary loss
(Note H) (301,339) - (3,044) (304,383)
Balance at
December 31, 1997$(9,366,783)$(370,797)$(405,454)$(10,143,034)
The per Unit distributions for the years ended
December 31, 1997, 1996 and 1995 were $40.00,
$20.00 and $0, respectively, none of which
represents a return of capital for tax
purposes.
The accompanying notes are an integral
part of the consolidated financial statements.
KRUPP REALTY LIMITED PARTNERSHIP-V AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1997, 1996 and 1995
1997 1996 1995
Operating activities:
Net income (loss) $ (592,539)$ (119,075)$ 2,377,197
Adjustments to reconcile
net income (loss) to net
cash provided by operating
activities:
Interest earned on replacement
reserve and repair escrows (17,068) (27,713) (30,520)
Depreciation and amortization 3,600,639 3,387,658 3,405,153
Gain on sale of property - - (3,265,789)
Extraordinary loss from early
extinguishment of debt 288,156 - 93,215
Changes in assets and liabilities:
Decrease in cash restricted for
tenant security deposits 13,336 130,341 78,078
Decrease (increase) in prepaid
expenses and other assets(1,284,748) (6,508) 197,690
Decrease in accounts payable (83) (37,352) (143,652)
Increase (decrease) in accrued
real estate taxes 290,000 - (235,473)
Increase (decrease) in accrued
expenses and other
liabilities 7,120 58,499 (36,033)
Decrease in due to affiliates (26,480) (7,847) (1,231,933)
Net cash provided by
operating activities 2,278,333 3,378,003 1,207,933
Investing activities:
Deposits to replacement reserve
escrow (212,912) (212,912) (212,912)
Withdrawals from replacement
reserve and repair escrows 519,865 280,477 432,971
Additions to fixed assets (1,728,096) (2,413,114) (1,539,727)
Net consideration received from
the sale of property - - 6,392,353
Increase (decrease) in accounts
payable related to fixed
asset additions - - (189,020)
Net cash provided by (used
in) investing
activities (1,421,143) (2,345,549) 4,883,665
Financing activities:
Proceeds from mortgage note payable 11,000,000 - -
Repayment of mortgage notes
payable (10,309,332) - (4,050,721)
Payment of prepayment premium (210,825) - (78,179)
Principal payments on
mortgage notes payable (559,944) (530,699) (538,813)
Increase in deferred expenses (227,478) - -
Distributions (1,513,979) (756,989) -
Net cash used in
financing activities (1,821,558) (1,287,688) (4,667,713)
Net increase (decrease) in
cash and cash equivalents (964,368) (255,234) 1,423,885
Cash and cash equivalents,
beginning of year 1,767,094 2,022,328 598,443
Cash and cash equivalents,
end of year $ 802,726$ 1,767,094$ 2,022,328
The accompanying notes are an integral
part of the consolidated financial statements.
KRUPP REALTY LIMITED PARTNERSHIP-V AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A.Organization
Krupp Realty Limited Partnership-V ("KRLP-V")
was formed on June 16, 1983 by filing a
Certificate of Limited Partnership in The
Commonwealth of Massachusetts. KRLP-V
terminates on December 31, 2020, unless
earlier terminated upon the sale of the last
of KRLP-V's properties or the occurrence of
certain other events as set forth in the
Partnership Agreement.
KRLP-V issued all of the General Partner
Interests to The Krupp Corporation ("Krupp
Corp.") (a Massachusetts corporation) and The
Krupp Company Limited Partnership-II ("KCLP-
II") (a Massachusetts limited partnership), in
exchange for capital contributions aggregating
$1,000. Except under certain limited
circumstances upon termination of KRLP-V, the
General Partners are not required to make any
additional capital contributions. KRLP-V also
issued all of the Original Limited Partner
Interests to KCLP-II in exchange for a capital
contribution of $4,000.
On September 6, 1983, KRLP-V commenced the
marketing and sale of units of Investor
Limited Partner Interest ("Units") for $1,000
per Unit. The public offering was closed on
December 2, 1983 at which time a total of
35,200 Units had been sold for $35,200,000.
On March 20, 1989, the General Partners formed
Krupp Realty Park Place-Chicago Limited
Partnership ("Realty-V") as a prerequisite for
the refinancing of Park Place Tower Apartments
("Park Place"). At the same time, the General
Partners transferred ownership of Park Place
to Realty-V. The General Partner of Realty-V
is Krupp Corp. The Limited Partner of Realty-
V is KRLP-V. Krupp Corp. has beneficially
assigned its interest in Realty-V to KRLP-V.
KRLP-V and Realty-V are collectively known as
Krupp Realty Limited Partnership-V and
Subsidiary (collectively referred to herein as
the "Partnership").
B.Significant Accounting Policies
The Partnership uses the following accounting
policies for financial reporting purposes,
which may differ in certain respects from
those used for federal income tax purposes
(see Note K).
Basis of Presentation
The consolidated financial statements present
the consolidated assets, liabilities and
operations of the Partnership. All
intercompany balances and transactions have
been eliminated.
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.
Continued
KRUPP REALTY LIMITED PARTNERSHIP-V AND
SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,
Continued
B.Significant Accounting Policies, Continued
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. The cash investments are
recorded at cost, which approximates current
market values.
Rental Revenues
Leases require the payment of base rent
monthly in advance. Rental revenues are
recorded on the accrual basis.
Depreciation
Depreciation is provided for by the use of the
straight-line method over estimated useful
lives of the related assets as follows:
Buildings and improvements5 to 25 years
Appliances, carpeting and equipment3 to 8
years
Impairment of Long-Lived Assets
Real estate assets and equipment are stated at
depreciated cost. Pursuant to Statement of
Financial Accounting Standards Opinion No.
121, "Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to be
Disposed of", impairment losses are recorded
on long-lived assets used in operations on a
property by property basis, when events and
circumstances indicate that the assets might
be impaired and the estimated undiscounted
cash flows to be generated by those assets are
less than the carrying amount of those assets.
Upon determination that an impairment has
occurred, those assets shall be reduced to
fair value.
Deferred Expenses
Costs of obtaining and recording mortgages on
the properties are amortized over the term of
the related mortgage notes using the straight-
line method.
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.
Reclassifications
Certain prior year balances have been
reclassified to conform with current year
consolidated financial statement presentation.
Continued
KRUPP REALTY LIMITED PARTNERSHIP-V AND
SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,
Continued
C. Cash and Cash Equivalents
Cash and cash equivalents consisted of the following:
December 31,
1997 1996
Cash and money market accounts $ 802,726$ 282,482
Commercial paper - 1,484,612
$ 802,726$ 1,767,094
D.Disposition of Real Estate Investment
On July 19, 1995, the Partnership sold Marine
Terrace Apartments, a 187-unit apartment
complex located in Chicago, Illinois, for cash
proceeds and other considerations which
totaled $6,436,505. Proceeds from the sale
were used to pay closing costs of $44,152, to
repay the existing mortgage note on the
property of $4,050,721 and to satisfy other
Partnership liabilities. For financial
reporting purposes, the Partnership realized
a gain of $3,265,789 on the sale. The gain
was calculated as the difference between net
consideration received, less net book value of
the property.
E. Mortgage Notes Payable
The properties owned by the Partnership are
pledged as collateral for the non-recourse
mortgage notes outstanding at December 31,
1997 and 1996. Mortgage notes payable
consisted of the following:
Annual
Interest
Principal Rate
Property 1997 1996 1997 1996
Maturity Date
Century II
Apartments $11,000,000 $10,450,896 6.75% 10.625% January 1, 2008
Park Place
Tower Apartments 31,400,979 31,819,359 6.75% 6.750%May 1, 2024
Total $42,400,979 $42,270,255
Continued
KRUPP REALTY LIMITED PARTNERSHIP-V AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
E.Mortgage Notes Payable, Continued
Century II Apartments
On December 10, 1997, the Partnership
completed the refinancing of the Century II
Apartments mortgage note. The property was
refinanced with a $11,000,000 non-recourse
mortgage note payable at the rate of 6.75% per
annum with monthly principal and interest
payments of $71,346. The mortgage note, which
is collateralized by the property, matures on
January 1, 2008 at which time the remaining
principal (approximately $9,401,537) and
accrued interest are due. The note may be
prepaid, subject to a prepayment penalty, at
any time with 30 days notice. The Partnership
used the majority of the proceeds from the
refinancing to repay the existing mortgage
note on the property of $10,309,332, pay
closing costs of $227,478, to pay a prepayment
premium of $210,825 and to establish various
escrows. The prepayment premium as well as
unamortized deferred mortgage costs of
$77,331, are reported in the Statement of
Operations as an extraordinary loss from early
extinguishment of debt for the year ended
December 31, 1997.
At December 31, 1996, the property was subject
to a non-recourse first mortgage note of
$11,000,000, which was payable in equal
monthly installments of principal and interest
of $104,844, based on a 25-year amortization
schedule.
Based on the borrowing rates currently
available to the Partnership for bank loans
with similar terms and average maturities, the
fair value of long term debt is approximately
$10,470,000 and $11,430,000 for the years
ended December 31, 1997 and 1996,
respectively.
Park Place Tower Apartments
The property is subject to a non-recourse
mortgage note in the original amount of
$33,000,000, dated September 15, 1993, held by
the U.S. Department of Housing and Urban
Development ("HUD"). The note is payable in
equal monthly installments of principal and
interest of $212,783, based on a 31-year
amortization. At maturity, all unpaid
principal (approximately $1,457,000) and any
accrued interest are due. The note may not be
prepaid prior to October 1, 1998. In the
event prepayment of principal occurs any time
after this date, a prepayment premium shall be
due, based on a declining premium rate of 5%
to 0% of the outstanding principal balance
over a period of 5 years. As stipulated in
the Regulatory Agreement with HUD, the
Partnership makes monthly deposits of $17,743
in an established reserve for replacements to
be used for improvements. Under the terms of
the loan, HUD restricts the distribution of
funds to Surplus Cash, as defined by HUD in
the Regulatory Agreement.
Since the mortgage note cannot be prepaid
prior to October 1, 1998, the fair market
value cannot be determined.
Continued
KRUPP REALTY LIMITED PARTNERSHIP-V AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
E. Mortgage Notes Payable, Continued
Marine Terrace Apartments
In conjunction with the sale of the property
on July 19, 1995, the Partnership prepaid the
non-recourse first mortgage note of
$4,050,721. As a result of the retirement of
debt, the Partnership incurred a prepayment
premium of $78,179. The prepayment premium,
as well as unamortized deferred mortgage costs
of $15,036, are reported in the Statement of
Operations as an extraordinary loss from early
extinguishment of debt for the year ended
December 31, 1995.
The aggregate scheduled principal amounts of
long-term borrowings due during the five years
ending December 31, 2002 are $552,168,
$600,689, $642,513, $687,250 and $735,102.
During the years ended December 31, 1997, 1996
and 1995, the Partnership paid $3,221,886,
$3,280,828 and $3,555,694 of interest on its
mortgage notes, respectively.
F.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 affiliate of the General Partners sold
these management agreements to BRI OP Limited
Partnership, a subsidiary of Berkshire Realty
Company Inc., a publicly traded real estate
investment trust and an affiliate of the
General Partners, on February 28, 1997. 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 during the years ended
December 31, 1997, 1996 and 1995 were as
follows:
1997 1996 1995
Property management fees $475,569 $442,295 $512,462
Expense reimbursements 317,432 288,226 267,147
C harged to operations $793,001 $730,521 $779,609
Due to affiliates consisted of expense reimbursements of $26,480
at December 31, 1996.
In addition to the amounts above, refinancing costs of $110,000
were paid to the General Partners' affiliates during the year
ended December 31, 1997.
Continued
KRUPP REALTY LIMITED PARTNERSHIP-V AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
G.Legal Proceeding
The Partnership is a defendant in a class
action suit related to the practice of giving
discounts for the early or timely payments of
rent at Park Place Apartments ("Park Place")
and Marine Terrace Apartments, a previously
owned property. The central issue of the
complaint is whether the operative lease
violated a Chicago municipal ordinance
relating to late fee charges because it
allowed tenants a discount if rent was paid on
or before the first of the month. The
allegation was that, notwithstanding the
stated rental rate and printed discount, the
practice represented an unlawful means of
exacting late fee charges. In addition to
seeking damages for any "forfeited" discounts,
plaintiffs seek statutory damages of two
months rent per lease violation and reasonable
attorneys' fees. To be eligible for such
damages plaintiffs must prove that the
defendants deliberately used a provision
prohibited by the ordinance.
During 1994, the Court ruled in favor of the
defendants, and accepted the Partnership's
Motion to Dismiss the Plaintiff's Third
Amended Complaint. The plaintiffs filed an
appeal with the Appellate Court of Illinois,
First District. During 1996, the decision was
reversed on appeal and the case remanded to
trial court for further proceedings. The
defendants intend to vigorously defend this
case. However, the Partnership has recorded a
provision of $282,000, representing its share
of the discounts and late fees, plus estimated
legal costs, in the 1997 consolidated
financial statements. The ultimate outcome of
the litigation, including an estimate of
potential loss, cannot presently be
determined.
H.Partners' Deficit
Under the terms of the Partnership Agreement,
losses from operations are allocated 99% to
the Investor Limited Partners and 1% to the
General Partners and profits from operations
are allocated 93% to the Investor Limited
Partners, 6% to the Original Limited Partner
and 1% to the General Partners until such time
that the Investor Limited Partners have
received a return of their total invested
capital plus a 9% per annum cumulative return
thereon and thereafter, 65% to the Investor
Limited Partners, 28% to the Original Limited
Partner and 7% to the General Partners.
Profits from Capital Transactions are
allocated first, to the Investor Limited
Partners until they have received a return of
their total invested capital. Thereafter,
profits from Capital Transactions are
allocated in accordance with the Partnership
Agreement. Losses from Capital Transactions
are allocated 99% to the Investor Limited
Partners and 1% to the General Partners.
Notwithstanding anything above, the General
Partners shall be allocated at least 1% of all
profits and losses from Capital Transactions.
Under the Partnership Agreement, cash
distributions are made on the same basis as
the allocations of profits described above.
Pursuant to the Partnership Agreement,
proceeds from Capital Transactions shall first
be applied to the payment of all debts and
liabilities of the Partnership and second to
fund reserves for contingent liabilities. The
remaining net cash proceeds shall then be
distributed in accordance with the Partnership
Agreement.
Continued
KRUPP REALTY LIMITED PARTNERSHIP-V AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
H. Partners' Deficit, Continued
As of December 31, 1997, the following cumulative partner
contributions and allocations have been made since inception of
the Partnership:
Investor Original
Limited Limited General
Partners Partner Partners Total
Capital contributions$ 35,200,000$ 4,000 $ 1,000 $ 35,205,000
Syndication costs (4,501,000) - - (4,501,000)
Distributions (6,211,303) (387,737) (64,622) (6,663,662)
Net income (loss)
before capital
transactions (40,529,444) 12,940 (409,256) (40,925,760)
Net gains on capital
transactions 6,674,964 - 67,424 6,742,388
Balance at
December 31, 1997$ (9,366,783)$(370,797)$(405,454)$(10,143,034)
I. Future Base Rents Due Under Commercial Operating Leases
Future base rent receivable under commercial operating leases
for the years 1998 through 2002 and thereafter is as follows:
1998 $80,834
1999 90,040
2000 58,443
2001 41,889
2002 30,000
Thereafter 39,360
J.Real Estate Taxes
During the third quarter of 1996, the
Partnership successfully petitioned for the
reassessment of prior years' real estate taxes
on Park Place Tower Apartments. The
Partnership received tax refunds toward the
1986, 1987, 1988 and 1990 real estate taxes
totaling approximately $325,000, which was
reflected as a reduction in the 1996 real
estate tax expense.
Continued
KRUPP REALTY LIMITED PARTNERSHIP-V AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
K. Federal Income Taxes
For federal income tax purposes, the Partnership is depreciating
property using the Accelerated Cost Recovery System ("ACRS") and
the Modified Accelerated Cost Recovery System ("MACRS")
depending on which is applicable.
The reconciliation of the net income (loss) reported in the
accompanying Consolidated Statement of Operations with the net
income (loss) reported in the Partnership's federal income tax
return for the years ended December 31, 1997, 1996 and 1995 is
as follows:
1997 1996 1995
Net income (loss) per Consolidated
Statement of Operations $ (592,539) $ (119,075)$ 2,377,197
Difference between book and tax
depreciation 317,863 (30,155) 540
Difference between book and tax
gain on sale of property - - 962,454
Difference between book and tax
legal adjustment 113,526 168,474 -
Net income (loss) for federal
income tax purposes $ (161,150)$ 19,244 $ 3,340,191
The allocation of the net loss for federal income tax purposes
for 1997 is as follows:
Portfolio Passive
Income Loss Total
General Partners $ 1,254 $ (2,865)$ (1,611)
Original Limited Partner - - -
Investor Limited Partners 124,106 (283,645) (159,539)
$ 125,360 $ (286,510)$ (161,150)
During the years ended December 31, 1997, 1996
and 1995 the per Unit net income (loss) to the
Investor Limited Partners for federal income
tax purposes were ($4.58), $.54 and $93.94,
respectively.
The basis of the Partnership's assets for
financial reporting purposes exceeded its tax
basis by approximately $8,063,500 and
$8,400,000 at December 31, 1997 and 1996,
respectively. The basis of the Partnership's
liabilities for financial reporting purposes
exceeded its tax basis by approximately
$282,000 and $168,000 at December 31, 1997 and
1996, respectively.
KRUPP REALTY LIMITED PARTNERSHIP-V AND SUBSIDIARY
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1997
Costs
Capitalized
Subsequent to
Initial Cost to Partnership Acquisition
Buildings & Buildings &Depreciable
Description Encumbrances Land Improvements Improvements Life
Century II
Apartments
Cockeysville,
Maryland $ 11,000,000 $1,049,868 $ 13,948,246 $ 4,351,0253 to 25 Yrs.
Park Place Tower
Apartments
Chicago, Illinois 31,400,979 2,877,561 38,230,448 11,935,4033 to 25 Yrs.
Total $ 42,400,979 $3,927,429 $ 52,178,694 $16,286,428
Gross Amounts Carried at
End of Year
Buildings Year
and Accumulated
Construction Year
Description Land Improvements Total Depreciation Completed Acquired
Century II
Apartments
Cockeysville,
Maryland $1,049,868 $18,299,271 $19,349,139 $11,684,831 1971 1984
Park Place Tower
Apartments
Chicago, Illinois 2,877,561 50,165,851 53,043,412 29,917,650 1973 1984
Total $3,927,429 $ 68,465,122 $72,392,551$ 41,602,481
Continued
KRUPP REALTY LIMITED PARTNERSHIP-V AND SUBSIDIARY
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
(Continued)
December 31, 1997
Reconciliation of Real Estate and Accumulated Depreciation for
each of the three years in the period ended December 31, 1997:
1997 1996 1995
Real Estate
Balance at
beginning of year $70,664,455 $68,251,341 $73,325,592
Acquisitions and
improvements 1,728,096 2,413,114 1,539,727
Sale of property - - (6,613,978)
Balance at end of year$72,392,551 $70,664,455 $68,251,341
1997 1996 1995
Accumulated Depreciation
Balance at
beginning of year $38,066,263 $34,745,814 $34,905,809
Depreciation expense 3,536,218 3,320,449 3,327,419
Sale of property - - (3,487,414)
Balance at end of year $41,602,481 $38,066,263
$34,745,814
Note:The Partnership uses the cost basis for property valuation
for both income tax and financial statement purposes. The
aggregate cost of the Partnership's real estate for federal income
tax purposes was $72,396,372 and the aggregate accumulated
depreciation for federal income tax purposes was $(49,667,880), at
December 31, 1997.