UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) November 20, 2001
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Krupp Realty Limited Partnership - VII
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Massachusetts 0-14377 04-2842924
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(State or other jurisdiction of (Commission (IRS employer
incorporation or organization) file number) identification no.)
One Beacon Street, Boston, Massachusetts 02108
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(Address of principal executive offices) (Zip Code)
(617) 523-7722
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(Registrant's telephone number, including area code)
Item 2. Acquisition or Disposition of Assets
Disposition of Windsor Apartments
On August 27, 2001, Windsor Partners Limited Partnership, an entity
owned by Krupp Realty Limited Partnership - VII (the "Partnership"),
entered into a Purchase and Sale Agreement, as amended by a Master
Amendment to Purchase and Sale Agreements dated September 28, 2001, as
further amended by a Second Master Amendment to Purchase and Sale
Agreements dated October 5, 2001 to sell its interest in Windsor
Apartments, a 300-unit multi-family apartment community located in
Garland, Texas, to Alexon Ventures LLC (the "Buyer") for consideration
of approximately $12,316,000, less the repayment of the existing
mortgage and closing costs. The Buyer is not an affiliate of either
the Partnership or its general partners.
The sale was consummated on November 20, 2001and, as of that date, the
Partnership no longer has any investments in multi-family apartment
communities or any other real estate assets.
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Item 7. Financial Statements, Pro forma Financial Information and Exhibits
The following documents are filed as part of this Form 8-K.
(a) Financial Statements of Business Acquired
Not applicable
(b) Pro Forma Financial Information
See "Pro Forma Financial Statements" attached to this Form 8-K.
(c) Exhibits
Exhibit 2.1 Purchase and Sale Agreement dated August 27, 2001 by
and between Windsor Partners Limited Partnership and
Alexon Ventures, LLC.
Exhibit 2.2 Master Amendment to Purchase and Sale Agreements
dated September 28, 2001 by and between Pavillion
Partners, Ltd, Tanglewood Associates Limited
Partnership and Windsor Partners Limited Partnership
and The Laramar Group, L.L.C.(formerly known as
Alexon Ventures, LLC)
Exhibit 2.3 Second Master Amendment to Purchase and Sale
Agreements dated October 5, 2001 by and between
Pavillion Partners, Ltd, Tanglewood Associates
Limited Partnership and Windsor Partners Limited
Partnership and The Laramar Group, L.L.C. (formerly
known as Alexon Ventures, LLC)
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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 Limited Partnership - VII
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(Registrant)
By: /s/ David C. Quade
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David C. Quade
Treasurer and Chief Accounting Officer
of the Krupp Corporation, a General
Partner
December 5, 2001
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PRO FORMA FINANCIAL INFORMATION
On November 20, 2001, Windsor Partners Limited Partnership, an entity owned by
Krupp Realty Limited Partnership-VII (the "Partnership") sold its entire
interest in Windsor Apartments to The Laramar Group, L.L.C. (formerly known as
Alexon Ventures, LLC), a party unaffiliated with either the Partnership or its
general partners, for consideration of approximately $12,316,000.
The Partnership has presented in this Form 8-K, a Pro Forma Consolidated Balance
Sheet at December 31, 2000 and Pro Forma Consolidated Statements of Operations
for the nine months ended September 30, 2001 and the year ended December 31,
2000 to give effect to the sale. See Note 1 to the Pro Forma Consolidated
Financial Statements for further discussion of this matter.
In management's opinion, all adjustments necessary to reflect the above
discussed transactions have been made. The unaudited Pro Forma Consolidated
Balance Sheet and Statements of Operations are not necessarily indicative of
what actual results of operations of the Partnership would have been for the
periods, nor does it purport to represent the Partnership's results of
operations for future periods.
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KRUPP REALTY LIMITED PARTNERSHIP - VII AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
September 30, 2001
(Unaudited)
ASSETS
As Reported
On Form 10-Q
at Windsor Pro Forma
September 30, Pro Forma September 30,
2001 Adjustments 2001
(Note 1) (Note 1) (Note 1)
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Multi-family apartment
communities held for sale $ 3,646,893 $ (3,646,893) $ -
Cash and cash equivalents 1,676,328 6,959,487 8,635,815
Cash restricted for tenant
security deposits 27,911 (27,911) -
Due from affiliates 121,999 (121,999) -
Prepaid expenses and other
assets 258,746 (240,721) 18,025
Investment in securities 37,408 (37,408) -
Deferred expense, net of
accumulated amortization 90,922 (90,922) -
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Total assets $ 5,860,207 $ 2,793,633 $ 8,653,840
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LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Mortgage notes payable $ 4,950,582 $ (4,950,582) -
Due to affiliates - 21,803 21,803
Other liabilities 445,205 (313,709) 131,496
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Total liabilities 5,395,787 (5,242,488) 153,299
Partners' equity 464,420 8,036,121 8,500,541
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Total liabilities and
partners' equity $ 5,860,207 $ 2,793,633 $ 8,653,840
============= ============= =============
See accompanying note to
pro forma consolidated financial statements.
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KRUPP REALTY LIMITED PARTNERSHIP - VII AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 2001
(Unaudited)
As Reported
on Form 10-Q Pro Forma
for the Nine for the Nine
Months Ended Windsor Months Ended
September 30, Pro Forma September 30,
2001 Adjustments 2001
(Note 1) (Note 1) (Note 1)
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Revenue:
Rental $ 2,997,020 $ (1,619,751) $ 1,377,269
Other income 30,586 - 30,586
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Total revenue 3,027,606 (1,619,751) 1,407,855
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Expenses:
Operating 839,784 (367,047) 472,737
Maintenance 252,336 (107,338) 144,998
Real estate taxes 320,852 (197,229) 123,623
General and administrative 218,784 - 218,784
Management fees 133,062 (69,646) 63,416
Depreciation and amortization 951,548 (329,348) 622,200
Interest 637,318 (378,737) 258,581
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Total expenses 3,353,684 (1,449,345) 1,904,339
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Loss before gain on sale of
property (326,078) (170,406) (496,484)
Gain on sale of property 9,190,484 - 9,190,484
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Net income $ 8,864,406 $ (170,406) $ 8,694,000
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See accompanying note to
pro forma consolidated financial statements.
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KRUPP REALTY LIMITED PARTNERSHIP - VII AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2000
(Unaudited)
As Reported
on Form 10-K Pro Forma
for the Year for the Year
Ended Windsor Ended
December 31, Pro Forma December 31,
2000 Adjustments 2000
(Note 1) (Note 1) (Note 1)
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Revenue:
Rental $ 4,184,217 $ (2,115,730) $ 2,068,487
Other income 18,534 - 18,534
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Total revenue 4,202,751 (2,115,730) 2,087,021
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Expenses:
Operating 1,045,932 (463,985) 581,947
Maintenance 321,259 (135,720) 185,539
Real estate taxes 418,345 (262,435) 155,910
General and administrative 197,064 - 197,064
Management fees 185,038 (93,705) 91,333
Depreciation and amortization 1,444,361 (435,904) 1,008,457
Interest 870,240 (488,670) 381,570
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Total expenses 4,482,239 (1,880,419) 2,601,820
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Net loss (279,488) (235,311) (514,799)
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See accompanying note to
pro forma consolidated financial statements.
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KRUPP REALTY LIMITED PARTNERSHIP - VII AND SUBSIDIARIES
NOTE TO PRO FORMA FINANCIAL STATEMENTS
(1) Basis of Presentation
The Pro Forma Balance Sheet at September 30, 2001 is based on the
historical consolidated Balance Sheet of the Partnership as reported on
Form 10-Q for the quarter ended September 30, 2001. The Pro Forma
adjustment represents an adjustment to the Partnership's financial
statements to show the effect of the sale. The Pro Forma Consolidated
Balance Sheet at September 30, 2001 reflects the balance sheet as if the
sale had occurred prior to September 30, 2001.
The Pro Forma consolidated Statement of Operations for the nine months
ended September 30, 2001 is based on the historical Consolidated Statement
of Operations of the Partnership as reported on Form 10-Q for the nine
months ended September 30, 2001. The Pro Forma Consolidated Statement of
Operations for the year ended December 31, 2000 is based on the historical
Consolidated Statement of Operations for the Partnership as presented in
the annual report of Form 10-K for the year ended December 31, 2000. The
Pro Forma adjustments represent Windsor's net income for the respective
period presented. The Pro Forma Consolidated Statements of Operations for
the nine months ended September 30, 2001 and for the year ended December
31, 2000 reflect the results of operations of the Partnership as if the
Partnership had sold Windsor prior to January 1, 2000. The Pro Forma
Consolidated Statements of Operations do not reflect any gain or loss which
may be recognized by the Partnership as a result of the sale.
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EXHIBIT INDEX
Exhibit No. Description
2.1 Purchase and Sale Agreement dated August 27, 2001 by and between
Windsor Partners Limited Partnership and Alexon Ventures, LLC.
2.2 Master Amendment to Purchase and Sale Agreements dated September
28, 2001 by and between Pavillion Partners, Ltd, Tanglewood
Associates Limited Partnership and Windsor Partners Limited
Partnership and The Laramar Group, L.L.C. (formerly known as
Alexon Ventures, LLC)
2.3 Second Master Amendment to Purchase and Sale Agreements dated
October 5, 2001 by and between Pavillion Partners, Ltd,
Tanglewood Associates Limited Partnership and Windsor Partners
Limited Partnership and The Laramar Group, L.L.C. (formerly known
as Alexon Ventures, LLC)
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