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
0-14377
Krupp Realty Limited Partnership-VII
(Exact name of registrant as specified in its
charter)
Massachusetts
04-2842924
(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
31.
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-VII ("KRLP-
VII") was formed on August 21, 1984 by filing
a Certificate of Limited Partnership in The
Commonwealth of Massachusetts. KRLP-VII
issued all of the General Partner Interests to
two General Partners, The Krupp Corporation, a
Massachusetts corporation, and The Krupp
Company Limited Partnership-II, a
Massachusetts limited partnership. KRLP-VII
also issued all of the Original Limited
Partner Interests to The Krupp Company Limited
Partnership-II. On November 2, 1984, KRLP-VII
commenced an offering of up to 40,000 units of
Investor Limited Partner Interest (the
"Units") for $1,000 per Unit. The public
offering was closed on April 25, 1986, at
which time 27,184 Units had been sold. For
additional details, see Note A to Consolidated
Financial Statements included in Item 8
(Appendix A) of this report. The primary
business of KRLP-VII is to invest in, operate,
refinance and ultimately dispose of a
diversified portfolio of residential and
commercial real estate. KRLP-VII considers
itself to be engaged only in the industry
segment of investment in real estate.
On December 19, 1984 the General Partners
formed Krupp Realty Courtyards Limited
Partnership ("Realty-VII") as a prerequisite
for the refinancing of Courtyards Village East
Apartments ("Courtyards Village"). At the
same time, the General Partners transferred
ownership of Courtyards Village to Realty-VII.
The General Partner of Realty-VII is KRLP-VII.
The Limited Partners of Realty-VII are KRLP-
VII and The Krupp Corporation ("Krupp Corp.").
Krupp Corp. has beneficially assigned its
interest in Realty-VII to KRLP-VII.
On March 31, 1994, the General Partners formed
Windsor Partners Limited Partnership ("Windsor
L.P.") as a prerequisite for the refinancing
of Windsor Apartments. At the same time, the
General Partners transferred ownership of the
property to Windsor L.P. In exchange for the
property, KRLP-VII received 99% Limited
Partnership interest in Windsor L.P. The
General Partner of Windsor L.P. is ST. Windsor
Corporation which has a 1% interest in Windsor
L.P. and is 100% owned by KRLP-VII.
KRLP-VII, Realty-VII and Windsor L.P. are
collectively known as Krupp Realty Limited
Partnership-VII and Subsidiaries (collectively
referred to herein as the "Partnership").
On December 2, 1997, Berkshire Realty
Enterprise Limited Partnership, an affiliate
of the General Partners, as agent for the
Partnership, entered into an Agreement of Sale
to sell Nora Corners, a shopping center
containing 89,432 leasable square feet,
located in Indianapolis, Indiana, to Kejack,
Inc. and its permitted assigns, which are
unaffiliated third parties. The transaction
was consummated on January 30, 1998 (see Note
K to Consolidated Financial Statements,
included in Item 8 (Appendix A) of this
report).
The Partnership's real estate investments are
subject to some seasonal fluctuations due to
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, the availability and cost of borrowed
funds, 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 affect on the Partnership's
operations, and no adverse affect 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) possible
reduction in rental income due to an inability
to maintain high occupancy levels, the
financial failure of a tenant or the inability
of retail tenants to achieve gross sales at a
level sufficient to provide for additional
rental income based on a percentage of sales,
(iii) possible adverse changes in 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 524 units and
one commercial shopping center with 89,432
square feet of leasable space.
A summary of the Partnership's real estate
investments as of December 31, 1997 is
presented below. Schedule III included in
Item 8 (Appendix A) to this report contains
additional detailed information with respect
to individual properties.
Average Occupancy
Total Units/ For the Year Ended
Year of Current Leasable December 31,
DescriptionAcquisition Square Footage 1997 1996 1995 1994 1993
Residential
Courtyards Village East
Apartments
Naperville, Illinois 1985 224 Units 97% 98% 95% 97% 96%
Windsor Apartments
Garland, Texas 1984 300 Units 96% 96% 95% 94% 92%
Commercial
Nora Corners Shopping
Center
Indianapolis, Indiana 1986 89,432 Sq. Ft. 94% 94% 93% 93% 93%
The Partnership has no present plans for major
improvements or developments of its real
estate. Only improvements necessary to keep
the Partnership's properties competitive in
their respective markets were completed in
1997 and are expected to be completed in the
next year.
There were two tenants at Nora Corners
occupying 10% or more of the Partnership's
leasable space as of December 31, 1997.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal
proceedings to which the Partnership is a
party or of which any of its property is the
subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
None.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON
EQUITY AND RELATED STOCKHOLDER
MATTERS
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 1,500.
One of the objectives of the Partnership is to
generate cash available for distribution.
The Partnership discontinued distributions
during 1989 due to insufficient operating Cash
Flow. In 1994, however, the General Partners
determined that there was sufficient Cash Flow
to reinstate distributions. These
distributions commenced in August, 1994 at a
rate of $5.00 per Unit and thereafter have
been paid semiannually at an annual rate of
$20.00 per Unit.
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
(27,184 Units
outstanding) $543,679 $20.00 $543,679 $20.00
Original Limited Partner 48,327 48,327
General Partners 12,082 12,082
$604,088 $604,088
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected financial information
regarding the Partnership's financial position and operating
results. This information should be used in conjunction with
Management's Discussion and Analysis of Financial Condition and
Results of Operations and the Consolidated Financial Statements and
Notes thereto, which are included in Items 7 and 8 of this report,
respectively.
1997 1996 1995 1994 1993
Total revenue $ 4,795,059 $ 4,688,515 $ 4,537,418 $ 4,286,787$4,799,476
Income (loss) before
gain on sale of
property (151,137) 10,513 (24,601) (409,938) (789,506)
Gain on sale of
property - - - - 843,368
Net income (loss) (151,137) 10,513 (24,601) (409,938) 53,862
Net income (loss)
allocated to:
Investor Limited
Partners (149,626) 9,462 (24,355) (405,839) 53,323
Per Unit (5.50) .35 (.90) (14.93) 1.96
Original Limited
Partner - 841 - - -
General Partners (1,511) 210 (246) (4,099) 539
Total assets at
December 31, 17,995,610 16,855,594 17,611,547 18,358,061 18,751,190
Long-term obligations
at December 31, 14,345,624 12,366,197 12,563,382 12,745,312 8,364,761
Distributions:
Investor Limited
Partners 543,679 543,679 543,679 135,920 -
Per Unit 20.00 20.00 20.00 5.00 -
Original Limited
Partner 48,327 48,327 48,327 12,082 -
General Partners 12,082 12,082 12,082 3,020 -
Operating results for the periods presented are not comparable due
to the sale of Westbrook Place and Willow Cove Apartments on July
1, 1993.
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 Partnership's ability to generate cash
adequate to meet its needs is dependent
primarily upon the operations of its real
estate investments. Such ability would also
be impacted by the future availability of bank
borrowings and the future 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 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 1994, the
General Partners determined that there was
sufficient Cash Flow to reinstate semiannual
distributions. These distributions commenced
in August 1994 at a rate of $5.00 per Unit and
increased in February 1995 to a rate of $20.00
per Unit.
On July 30, 1997, the Partnership successfully
completed the refinancing of the Courtyards
Village East Apartments ("Courtyards Village")
mortgage note. The new $5,280,000 note bears
interest at an annual rate of 7.88%, requires
equal monthly principal and interest
installments of $38,302, and matures on August
1, 2007. Net refinancing proceeds of
approximately $1,860,000 will provide
additional liquidity to fund capital
improvements at the Partnership's properties,
Courtyards Village and Windsor Apartments.
In order to remain competitive in their
respective markets, the Partnership's
properties spent approximately $1,301,000 in
1997 and are expecting to spend approximately
$1,721,000 for fixed assets in 1998, primarily
funded from refinancing proceeds. These
improvements include interior and exterior
enhancements, carpeting and vinyl flooring
upgrades, roofing at Windsor Apartments and an
extensive rehabilitation project at Courtyards
Village.
On December 2, 1997, Berkshire Realty
Enterprises Limited Partnership, an affiliate
of the General Partners, as agent for the
Partnership, entered into an Agreement of Sale
to sell Nora Corners, a shopping center
containing 89,432 net leasable square feet
located in Indianapolis, Indiana, to Kejack,
Inc. and its permitted assigns, which are
unaffiliated third parties. The transaction
was consummated on January 30, 1998 (see Note
K to Consolidated Financial Statements,
included in Item 8 (Appendix A) of this
report). Net proceeds from the sale, after
payment of Partnership liabilities and funding
of reserves for contingent liabilities, will
be distributed in accordance with the
Partnership Agreement.
Operations
The following discussion relates to the
operations of the Partnership and its
properties, Courtyards Village, Nora Corners
Shopping Center and Windsor Apartments for the
years ended December 31, 1997, 1996, and 1995.
1997 compared to 1996
Net income decreased in 1997 when compared to
1996, as the increase in total expenses more
than offset the increase in total revenue.
Rental revenue increased as a result of rental
rate increases implemented at Courtyards
Village and Windsor Apartments as well as late
and relet fees collected at Courtyards
Village. Occupancy rates at the Partnership's
properties remained relatively stable in 1997
when compared to 1996.
Total expenses in 1997 increased, when
compared to 1996, due primarily to increases
in maintenance, general and administrative,
depreciation and interest expenses.
Maintenance expense increased due to shrubbery
and mulch replacement at Courtyards Village
and preventive pest control at Windsor
Apartments. Costs incurred in connection with
the operation of the Partnership, including
the preparation of reports and other
communications to investors as well as legal
costs related to the unsolicited tender offers
made to purchase Partnership Units caused
general and administrative expense to
increase. Depreciation expense increased in
conjunction with increased capital
improvements completed at the Partnership's
properties. Interest expense rose as a result
of the refinancing of the Courtyards Village
mortgage note (for further discussion of this
matter, see Note D to the Consolidated
Financial Statements, included in Item 8
(Appendix A) to this report).
1996 compared to 1995
Overall, net income improved in 1996 when
compared to 1995, as the increase in total
revenue more than offset the increase in total
expenses. Moderate rental rate increases at
Windsor Apartments and Courtyards Village,
along with average occupancy increases at all
the Partnership's properties in 1996 when
compared to 1995, contributed to the overall
increase in rental revenue in 1996. Interest
income increased due to additional investments
in commercial paper yielding higher rates of
return.
Total expenses increased in 1996 as compared
to 1995. This increase was attributable to a
rise in both operating and real estate tax
expenses. Operating expense increased as
utility consumption during the first quarter
of 1996 increased due to severe weather
conditions in the Chicago area. Additionally,
extensive advertising for Courtyards Village
further contributed to this rise in operating
expense and allowed Courtyards to achieve and
maintain its high level of occupancy. Real
estate taxes increased as a result of a
reassessment of Windsor Apartments' property
value in 1996 by the local taxing authority.
These increases in operating and real estate
tax expenses were partially offset by a
decrease in general and administrative expense
due to legal and consulting fees paid for the
appraisals of the properties in 1995.
Depreciation expense increased in conjunction
with the increase in capital improvements,
which were performed to enhance the appearance
of the Partnership's properties.
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-VII, and
The Krupp Company Limited Partnership-II, the
other General Partner of KRLP-VII, is as
follows:
Position with
Name and AgeThe 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, health care 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 Health care
(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 Pannell 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 27,184 outstanding Units were as
follows:
Title Name and Address Amount and NaturePercent
of of of of
Class Beneficial Owner Beneficial Ownership Class
InvestorEquity Resource Cambridge Fund L.P.
Limited 14 Story Street
Partner Cambridge, MA 02138
Units 105.00 Units .39%
Title Name and Address Amount and NaturePercent
of of of of
Class Beneficial Owner Beneficial Ownership Class
InvestorEquity Resource General Fund L.P.
Limited 14 Story Street
Partner Cambridge, MA 02138
Units 30.00 Units .11%
Investor Equity Resource Brattle Fund
L.P.
Limited 14 Story Street
Partner Cambridge, MA 02138
Units 20.00 Units .07%
Investor Equity Fund XV L.P.
Limited 14 Story Street
Partner Cambridge, MA 02138
Units 160.00 Units .59%
Investor Equity Resource Fund XVI L.P.
Limited 14 Story Street
Partner Cambridge, MA 02138
Units 515.00 Units 1.89%
Investor Equity Resource Fund XVII
L.P.
Limited 14 Story Street
Partner Cambridge, MA 02138
Units 497.50 Units 1.83%
Investor Equity Resource Fund XVIII
L.P.
Limited 14 Story Street
Partner Cambridge, MA 02138
Units 150.00 Units .55%
Investor Equity Fund XIX L.P.
Limited 14 Story Street
Partner Cambridge, MA 02138
Units 186.50 Units .69%
Total 1,664.00 Units 6.12%
The only interests held by management or its
affiliates consist of its General Partner 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, CONSOLIDATED 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 to this report.
2. Consolidated Financial Statement
Schedules - see Index to Consolidated
Financial Statements and Schedule
included under Item 8 (Appendix A),
on page F-2 to this report. All
other schedules are omitted as they
are not applicable or 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 October 23,
1984 [Exhibit A to Prospectus
included in Registrant's Registration
Statement on Form S-11 (File
2-92889)].*
(4.2) Thirty-Second Amendment and
Restatement of Certificate of Limited
Partnership filed with the
Massachusetts Secretary of State on
June 4, 1986 [Exhibit 4.2 to
Registrant's Report on Form 10-K
dated October 31, 1986 (File No. 0-
14377)].*
(10) Material Contracts
Windsor Apartments
(10.1) Purchase and Sale Agreement
dated June 3, 1983 between
Douglas Krupp, on behalf of
himself and others, and Garland
Land Joint Venture [Exhibit 1 to
Registrant's Report on Form 8-K
dated December 27, 1984 (File
No. 2-92889)].*
(10.2) Property Management Agreement,
dated December 27, 1984 between
Krupp Realty Limited
Partnership-VII, as Owner and
BRI OP Limited Partnership,
formerly known as Berkshire
Property Management, a
subsidiary of Berkshire Realty
Company, Inc. [Exhibit 10.4 to
Registrant's Report on Form 10-K
for the fiscal year ended
October 31, 1984 (File No. 2-
92889)].*
(10.3) Promissory Note dated April 13,
1994 by and between Windsor
Partners Limited Partnership and
Sun Life Insurance Company of
America [Exhibit 10.1 to
Registrant's Report on Form 10-Q
dated June 30, 1994 (File No. 0-
14377)].*
(10.4) Deed of Trust, Security
Agreement, Fixture Filing,
Financing Statement and
Assignment of Leases and Rents
dated April 13, 1994 from the
grantor, Windsor Partners
Limited Partnership, to the
Trustee, Brian C. Rider [Exhibit
10.2 to Registrant's Report on
Form 10-Q dated June 30, 1994
(File No. 0-14377)].*
Courtyards Village East Apartments
(10.5) Purchase and Sale Agreement
dated October 12, 1984 between
Douglas Krupp on behalf of
himself and others, and The
Courtyards Village and The
Courtyards Village Inn-East
Apartments Partnership [Exhibit
1 to Registrant's Report on Form
8-K dated April 1, 1985 (File
2-92889)].*
(10.6) Amended Trust Agreement dated May 6,
1976 between The Courtyards Village
and The Courtyards Village Inn-East
Apartments Partnership and American
National Bank and Trust Company of
Chicago [Exhibit 2 to Registrant's
Report on Form 8-K dated April 1,
1985 (File No. 2-92889)].*
(10.7) Assignment of Trust of American
National Bank and Trust Company of
Chicago dated April 1, 1985 [Exhibit
3 to Registrant's Report on Form 8-K
dated April 1, 1985 (File No.
2-92889)].*
(10.8) Mortgage Note dated January 1, 1973
between American National Bank and
Trust Company of Chicago and
Republic Realty Mortgage Company
[Exhibit 4 to Registrant's Report on
Form 8-K dated April 1, 1985 (File
No. 2-92889)].*
(10.9) Modification Agreement dated May 1,
1975 between American National Bank
and Trust Company of Chicago and
Republic Realty Mortgage
Corporation. [Exhibit 5 to
Registrant's Report on Form 8-K
dated April 1, 1985 (File No.
2-92889)].*
(10.10) Mortgage Note dated May 18, 1976
between American National Bank
and Trust Company of Chicago and
Republic Realty Mortgage Company
[Exhibit 6 to Registrant's
Report on Form 8-K dated April
1, 1985 (File No. 2-92889)].*
(10.11) Mortgage Agreement dated May 18,
1976 between American National
Bank and Trust Company of
Chicago and Republic Realty
Mortgage Corporation [Exhibit 7
to Registrant's Report on Form
8-K dated April 1, 1985 (File
No. 2-92889)].*
(10.12) Amended HUD Regulatory Agreement
dated May 18, 1976 between
American National Bank and Trust
Company of Chicago and Republic
Realty Mortgage Corporation
[Exhibit 8 to Registrant's
Report on Form 8-K dated April
1, 1985 (File No. 2-92889)].*
(10.13) Consolidation Agreement dated
June 14, 1976 between American
Bank and Trust Company of
Chicago, as Trustee, and
Republic Realty Mortgage
Corporation [Exhibit 9 to
Registrant's Report on Form 8-K
dated April 1, 1985 (File No.
2-92889)].*
(10.14) Property Management Agreement,
dated April 1, 1985 between
Krupp Realty Limited
Partnership-VII, as Owner and
BRI OP Limited Partnership,
formerly known as Berkshire
Property Management, an
affiliate of Berkshire Realty
Company, Inc. [Exhibit 10.20 to
Registrant's Report on Form 10-K
for the year ended October 31,
1985 (File No. 2-92889)].*
(10.15) Promissory Note dated July 30, 1997
between American National Bank and
Trust Company of Chicago and Reilly
Mortgage Group, Inc.+
(10.16) Multifamily Mortgage, Assignment of
Rents, and Security Agreement dated
July 30, 1997 between American
National Bank and Trust Company of
Chicago and Reilly Mortgage Group,
Inc.+
Nora Corners Shopping Center
(10.17) Purchase and Sale Agreement dated
June 16, 1986 between Douglas Krupp,
on behalf of himself and others and
Nora Corners Building Associates,
Ltd., an Illinois limited
partnership [Exhibit 1 to
Registrant's Report on Form 8-K
dated September 24, 1986 (File No.
0-14377)].*
(10.18) Amendment to Purchase and Sale
Agreement dated August 29, 1986
between Douglas Krupp, on behalf of
himself and others (assigned to
Krupp Realty Limited Partnership-
VII), and Nora Corners Building
Associates, Ltd., an Illinois
limited partnership [Exhibit 2 to
Registrant's Report on Form 8-K
dated September 24, 1986 (File No.
0-14377)].*
(10.19) Property Management Agreement dated
September 24, 1986 between Krupp
Realty Limited Partnership-VII, as
Owner and Krupp Asset Management
Company, now known as Berkshire
Property Management ("BPM"), as
Agent [Exhibit 10.36 to Registrant's
Report on Form 10-K dated October
31, 1987 (File No. 0-14377)].*
(10.20) Special Warranty Deed dated
September 24, 1986 between Krupp
Realty Limited Partnership-VII and
Nora Corners Building Associates,
Ltd., an Illinois limited
partnership [Exhibit 8 to
Registrant's Report on Form 8-K
dated September 24, 1986 (File No.
0-14377)].*
(10.21) Land Lease dated October 11, 1962
between Cornelius M. and Wilma Brown
(lessor) and Burger Chef Systems,
Inc., an Indiana corporation
(lessee) [Exhibit 9 to Registrant's
Report on Form 8-K dated September
24, 1986 (File No. 0-14377)].*
(10.22) Notice of Lease dated September 23,
1963 between Cornelius M. and Wilma
Brown (lessor) and Burger Chef
Systems, Inc., an Indiana
corporation (lessee) [Exhibit 10 to
Registrant's Report on Form 8-K
dated September 24, 1986 (File No.
0-14377)].*
(10.23) Assignment of Lease dated September
24, 1986 between Krupp Realty
Limited Partnership-VII and Nora
Corners Building Associates, Ltd.,
an Illinois limited partnership
[Exhibit 11 to Registrant's Report
on Form 8-K dated September 24, 1986
(File No. 0-14377)].*
(10.24) Promissory Note dated September 27,
1994, effective October 6, 1994, by
and between Krupp Realty Limited
Partnership-VII and John Hancock
Mutual Life Insurance Company.
[Exhibit 10.22 to Registrant's
Report on Form 10-K dated December
31, 1994 (File No. 0-14377)].*
(10.25) Mortgage, Security Agreement,
Assignment of Leases and Fixture
Filing dated September 27, 1994,
effective October 6, 1994, by and
between Krupp Realty Limited
Partnership-VII and John Hancock
Mutual Life Insurance Company.
[Exhibit 10.23 to Registrant's
Report on Form 10-K dated December
31, 1994 (File No. 0-14377)].*
* Incorporated by reference
+ Filed herein
(c) Reports on Form 8-K
During the last quarter of the 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 th day of
March, 1998.
KRUPP REALTY LIMITED
PARTNERSHIP-VII
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 th day of March, 1998.
Signatures Titles
/s/ Douglas Krupp President, Co-
Chairman (Principal Executive Douglas
KruppOfficer) 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-VII AND SUBSIDIARIES
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-VII AND SUBSIDIARIES
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' Equity 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-16
Schedule III - Real Estate and Accumulated
Depreciation F-17 - F-18
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-VII and
Subsidiaries:
We have audited the consolidated
financial statements and the financial
statement schedule of Krupp Realty Limited
Partnership-VII and Subsidiaries (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
financial statement schedule based on our
audits.
We conducted our audits in accordance with
generally accepted auditing standards. Those
standards require that we plan and perform the
audit to obtain reasonable assurance about
whether the financial statements are free of
material misstatement. An audit includes
examining, on a test basis, evidence
supporting the amounts and disclosures in the
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 consolidated financial
statements referred to above present fairly,
in all material respects, the consolidated
financial position of Krupp Realty Limited
Partnership-VII and Subsidiaries 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.
January 30, 1998
KRUPP REALTY LIMITED PARTNERSHIP-VII AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 1997 and 1996
ASSETS
1997 1996
Real estate assets:
Multi-family apartment complexes, net of
accumulated depreciation of $11,454,014 and
$10,420,771, respectively (Note D) $ 9,009,457 $ 8,770,063
Retail center, net of accumulated
depreciation of $3,676,352 at
December 31, 1996 (Notes D and H) 5,673,137 6,038,521
Total real estate assets 14,682,594 14,808,584
Cash and cash equivalents (Note C) 2,254,160 1,177,332
Cash restricted for tenant security deposits 25,980 36,823
Replacement reserve escrow (Note D) - 52,009
Prepaid expenses and other assets 742,453 584,929
Deferred expenses, net of accumulated
amortization of $132,911 and $91,377,
respectively (Note I) 290,423 195,917
Total assets $17,995,610 $16,855,594
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Mortgage notes payable (Note D) $14,502,371 $12,562,165
Accounts payable - 7,431
Accrued expenses and other liabilities
(Note E) 808,885 846,419
Total liabilities 15,311,256 13,416,015
Commitments (Notes F and H)
Partners' equity (deficit) (Note F):
Investor Limited Partners (27,184 Units
outstanding) 3,379,358 4,072,663
Original Limited Partner (433,275) (384,948)
General Partners (261,729) (248,136)
Total Partners' equity 2,684,354 3,439,579
Total liabilities and Partners' equity $17,995,610 $16,855,594
The accompanying notes are an integral
part of the consolidated financial statements.
KRUPP REALTY LIMITED PARTNERSHIP-VII AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1997, 1996 and 1995
1997 1996 1995
Revenue:
Rental (Note G)$ 4,718,640 $ 4,614,568 $4,470,378
Interest income 76,419 73,947 67,040
Total revenue 4,795,059 4,688,515 4,537,418
Expenses:
Operating (Notes H and I) 1,122,340 1,123,377 1,037,818
Maintenance 393,024 366,051 359,058
Real estate taxes 465,010 466,876 437,003
General and administrative (Note I)128,855 98,847 136,069
Management fees (Note I) 204,023 193,484 192,572
Depreciation and amortization 1,468,094 1,325,765 1,281,398
Interest (Note D) 1,164,850 1,103,602 1,118,101
Total expenses 4,946,196 4,678,002 4,562,019
Net income (loss) (Note J) $ (151,137)$ 10,513$ (24,601)
Allocation of net income (loss)(Note F):
Investor Limited Partners
(27,184 Units outstanding) $ (149,626)$ 9,462$ (24,355)
Investor Limited Partners
Per Unit $ (5.50)$ .35$ (.90)
Original Limited Partner $ - $ 841$ -
General Partners $ (1,511)$ 210$ (246)
The accompanying notes are an integral
part of the consolidated financial statements.
KRUPP REALTY LIMITED PARTNERSHIP-VII AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' EQUITY
For the Years Ended December 31, 1997, 1996 and 1995
Investor Original Total
Limited Limited General Partners'
Partners Partner Partners Equity
Balance at
December 31, 1994 $5,174,914 $(289,135) $ (223,936)$ 4,661,843
Distributions (543,679) (48,327) (12,082) (604,088)
Net loss (24,355) - (246) (24,601)
Balance at
December 31, 1995 4,606,880 (337,462) (236,264) 4,033,154
Distributions (543,679) (48,327) (12,082) (604,088)
Net income 9,462 841 210 10,513
Balance at
December 31, 1996 4,072,663 (384,948) (248,136) 3,439,579
Distributions (Note F)(543,679) (48,327) (12,082) (604,088)
Net loss (Note F) (149,626) - (1,511) (151,137)
Balance at
December 31, 1997 $3,379,358 $(433,275) $ (261,729)$ 2,684,354
The per Unit distributions for each of the years ended December 31,
1997, 1996 and 1995 was $20.00, none of which represented a return
of capital.
The accompanying notes are an integral
part of the consolidated financial statements.
KRUPP REALTY LIMITED PARTNERSHIP-VII AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1997, 1996 and 1995
1997 1996 1995
Operating activities:
Net income (loss) $(151,137) $ 10,513 $ (24,601)
Adjustments to reconcile
net income (loss) to net cash
provided by operating
activities:
Depreciation and amortization 1,468,094 1,325,765 1,281,398
Changes in assets and liabilities:
Decrease (increase) in
restricted cash for tenant
security deposits 10,843 (844) 19,105
Decrease (increase) in prepaid
expenses and other assets(157,524) (16,154) 7,811
Increase (decrease) in accounts
payable (4,116) (44,414) 23,338
Increase (decrease) in accrued
expenses and other
liabilities (37,534) 60,747 26,798
Net cash provided by
operating activities 1,128,626 1,335,613 1,333,849
Investing activities:
Deposits to replacement reserve
escrow (12,000) (24,000) (24,000)
Withdrawals from replacement
reserve escrow 64,009 29,453 20,727
Additions to fixed assets (1,300,570) (691,972) (262,341)
Increase (decrease) in accounts
payable related to fixed asset
additions (3,315) 3,315 -
Net cash used in
investing activities (1,251,876) (683,204) (265,614)
Financing activities:
Principal payments on mortgage
notes payable (166,985) (182,026) (167,961)
Proceeds from mortgage
note payable 5,280,000 - -
Repayment of mortgage
note payable (3,172,809) - -
Increase in deferred expenses (136,040) - (6,613)
Distributions (604,088) (604,088) (604,088)
Net cash provided by (used
in) financing activities 1,200,078 (786,114) 778,662)
Net increase (decrease) in cash and
cash equivalents 1,076,828 (133,705) 289,573
Cash and cash equivalents,
beginning of year 1,177,332 1,311,037 1,021,464
Cash and cash equivalents,
end of year $ 2,254,160$ 1,177,332$ 1,311,037
The accompanying notes are an integral
part of the consolidated financial statements.
KRUPP REALTY LIMITED PARTNERSHIP-VII AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A. Organization
Krupp Realty Limited Partnership-VII ("KRLP-
VII") was formed on August 21, 1984 by filing
a Certificate of Limited Partnership in The
Commonwealth of Massachusetts. KRLP-VII
terminates on December 31, 2025 unless earlier
terminated upon the occurrence of certain
events as set forth in the Partnership
Agreement. KRLP-VII issued all of the General
Partner Interests to two General Partners, The
Krupp Corporation, a Massachusetts
corporation, and The Krupp Company Limited
Partnership-II, a Massachusetts limited
partnership, in exchange for capital
contributions aggregating $1,000. In
addition, the General Partners were required
to make additional capital contributions of
$135,891 which were used to pay organization
and offering costs in excess of 5% of the
gross proceeds of the offering. Except under
certain limited circumstances upon termination
of KRLP-VII, the General Partners are not
required to make any other additional capital
contributions.
KRLP-VII also issued all of the Original
Limited Partner Interests to The Krupp Company
Limited Partnership-II in exchange for a
capital contribution of $4,000.
On November 2, 1984, KRLP-VII commenced an
offering of up to 40,000 units of Investor
Limited Partner Interest (the "Units") for
$1,000 per Unit. The public offering was
closed on April 25, 1986, at which time 27,184
Units had been sold for $27,184,000.
On December 19, 1984 the General Partners
formed Krupp Realty Courtyards Limited
Partnership ("Realty-VII") as a prerequisite
for the refinancing of Courtyards Village East
Apartments ("Courtyards Village"). At the
same time, the General Partners transferred
ownership of Courtyards Village to Realty-VII.
The General Partner of Realty-VII is KRLP-VII.
The Limited Partners of Realty-VII are KRLP-
VII and The Krupp Corporation ("Krupp Corp.").
Krupp Corp. has beneficially assigned its
interest in Realty-VII to KRLP-VII.
On March 31, 1994, the General Partners formed
Windsor Partners Limited Partnership ("Windsor
L.P.") as a prerequisite for the refinancing
of Windsor Apartments. At the same time, the
General Partners transferred ownership of the
property to Windsor L.P. In exchange for the
property, KRLP-VII received a 99% Limited
Partnership interest in Windsor L.P. The
General Partner of Windsor L.P. is ST. Windsor
Corporation which has a 1% interest in Windsor
L.P. and is 100% owned by KRLP-VII.
KRLP-VII, Realty-VII and Windsor L.P. are
collectively known as Krupp Realty Limited
Partnership-VII and Subsidiaries (collectively
referred to herein as the "Partnership").
On December 2, 1997, Berkshire Realty
Enterprises Limited Partnership, an affiliate
of the General Partners, as agent for the
Partnership, entered into an Agreement of Sale
to sell Nora Corners, a shopping center
containing 89,432 leasable square feet,
located in Indianapolis, Indiana, to Kejack,
Inc. and its permitted assigns, which are
unaffiliated third parties. Nora Corners
Shopping Center was included in a package with
thirteen other properties owned by affiliates
of the General Partners. The transaction was
consummated subsequent to year end on January
30, 1998 (see Note K).
Continued
KRUPP REALTY LIMITED PARTNERSHIP-VII AND
SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,
Continued
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 J):
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.
Cash and Cash Equivalents
The Partnership includes all short-term
investments with original 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 market values.
Rental Revenues
Residential and commercial leases require the
payment of base rent monthly in advance.
Rental revenues are recorded on the accrual
basis. Commercial leases generally contain
provisions for additional rent based on a
percentage of tenant sales and other
provisions which are also recorded on the
accrual basis, but are billed in arrears.
Minimum rental revenue for long term
commercial leases is recognized on a straight-
line basis over the life of the related lease.
Depreciation
Depreciation is provided for by the use of the
straight-line method over estimated useful
lives of the related assets as follows:
Buildings and improvements 2 to 39
years
Equipment, furnishings and fixtures3 to 8
years
Tenant improvements for commercial tenants are
depreciated over the life of the related
lease.
Continued
KRUPP REALTY LIMITED PARTNERSHIP-VII AND
SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,
Continued
B.Significant Accounting Policies, Continued
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 are less than the carrying
amount of those assets. Upon determination
that an impairment has occurred, those assets
shall be reduced to fair value less estimated
costs to sell.
Leasing Commissions
Leasing commissions on commercial properties
are deferred and amortized over the life of
the related lease.
Deferred Expenses
Costs of obtaining and recording mortgages on
the properties are being amortized over the
term of the mortgage notes using the straight
line method.
Income Taxes
The Partnership is not liable for federal or
state income taxes as the 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 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.
C. Cash and Cash Equivalents
Cash and cash equivalents at December 31, 1997 and 1996
consisted of the following:
December 31,
1997 1996
Cash and money market accounts$1,857,152$ 285,964
Commercial paper 397,008 891,368
$2,254,160 $1,177,332
Continued
KRUPP REALTY LIMITED PARTNERSHIP-VII AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
D. Mortgage Notes Payable
The properties owned by the Partnership are pledged as
collateral for the respective non-recourse mortgage notes
payable outstanding at December 31, 1997 and 1996. Mortgage
notes payable consisted of the following:
Annual Interest
Principal Rate
Property 1997 1996 1997 1996 Maturity Date
Courtyards Village
East Apartments$ 5,261,610 $ 3,219,833 7.88% 7.00% August 1, 2007
Nora Corners
Shopping Center 4,084,037 4,141,618 9.00% 9.00% October 1,2004
Windsor Apartments 5,156,724 5,200,714 9.25%9.25% May 1, 2001
Total $14,502,371$12,562,165
Courtyards Village East Apartments
On July 30, 1997, the Partnership completed
the refinancing of the Courtyards Village
Apartments mortgage note. The property was
refinanced with a $5,280,000 non-recourse
mortgage note payable at the rate of 7.88% per
annum with monthly principal and interest
payments of $38,302. The mortgage note, which
is collateralized by the property, matures on
August 1, 2007 at which time the remaining
principal (approximately $4,658,637) and any
accrued interest are due. The note may be
prepaid, subject to a prepayment premium, 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 $3,172,809, pay
closing costs of $136,040 and to establish
various escrows. As part of the refinancing,
the Partnership was required to establish a
$9,525 repair escrow and a replacement reserve
escrow. The replacement reserve escrow
required no initial deposit at the close and
monthly deposits of $4,200 beginning on
September 1, 1998.
At December 31, 1996, the property was subject
to a non-recourse mortgage note payable, held
by the U.S. Department of Housing and Urban
Development ("HUD") which required equal
monthly installments of $26,506, which
consisted of principal and interest. In
addition, the Partnership was required to make
a monthly deposit of $2,000 to an escrow
account to be used for property replacements
and improvements, and a monthly mortgage
insurance premium deposit equal to .5% per
annum of the outstanding principal balance.
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
$5,400,000 and $3,000,000 for the years ended
December 31, 1997 and 1996, respectively.
Continued
KRUPP REALTY LIMITED PARTNERSHIP-VII AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
D.Mortgage Notes Payable, Continued
Nora Corners Shopping Center
The property is subject to a non-recourse
mortgage note payable in the original amount
of $4,250,000, based on a 25-year amortization
and payable in equal monthly installments of
$35,666, consisting of principal and interest.
At maturity, all unpaid principal,
approximately $3,526,000, and any accrued
interest are due. After October 1, 1998, the
note may be prepaid subject to a prepayment
penalty.
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
$4,400,000 and $4,300,000 for the years ended
December 31, 1997 and 1996, respectively.
Windsor Apartments
The property is subject to a non-recourse
mortgage note payable in the original amount
of $5,300,000, based on a 30-year amortization
and payable in equal monthly installments of
$43,602, consisting of principal and interest.
At maturity, all unpaid principal,
approximately $5,021,000, and any accrued
interest are due. The note may be prepaid
subject to a prepayment penalty.
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
$5,500,000 for the years ended December 31,
1997 and 1996.
The aggregate scheduled principal amounts of
long-term borrowings due during the five years
ending December 31, 2002 are $156,747,
$171,020, $186,599, $5,161,146 and $152,964.
The Partnership paid interest on its
borrowings in the amounts of $1,155,562,
$1,087,261 and $1,101,325 during the years
ended December 31, 1997, 1996 and 1995,
respectively.
E. Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities consisted of the
following at December 31, 1997 and 1996:
1997 1996
Accrued real estate taxes $499,440 $478,793
Other liabilities 210,403 275,754
Tenant security deposits 79,049 76,532
Prepaid rent 19,993 15,340
$808,885 $846,419
F.Partners' Equity
Under the terms of the Partnership Agreement,
losses from operations are allocated 99% to
the Investor Limited Partners and 1% to the
General Partners. Profits from operations are
allocated 90% to the Investor Limited
Partners, 8% to the Original Limited Partner
and 2% 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, 69% to the Investor
Limited Partners, 25% to the Original Limited
Partner and 6% to the General Partners.
Continued
KRUPP REALTY LIMITED PARTNERSHIP-VII AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
F.Partners' Equity, Continued
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 terms of 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 and will be distributed in part
after payment by the Partnership of a certain
subordinated financial consulting fee as
described below.
The Partnership entered into a Sales Agent
Agreement for the public offering of Units.
Under that Agreement, the Partnership was
required to pay to the sales agent
underwriting commissions and related financial
consulting fees equal to 9% of the gross
proceeds from the offering. In addition, the
sales agent will be entitled to receive, over
the life of the Partnership, a subordinated
financial consulting fee based upon the net
cash proceeds received by the Partnership as a
result of sales and refinancings of
Partnership properties, which fee shall be in
an amount not exceeding 1.5% of the gross
proceeds of the offering of Units. No such
fees will, however, be payable unless and
until all Partners have received a return of
their Invested Capital and the Investor
Limited Partners have received a 9% per annum
cumulative return.
As of December 31, 1997, the following
cumulative partner contributions and
allocations have been made since the inception
of the Partnership:
Investor Original Total
Limited Limited General Partners'
Partners Partner Partners Equity
Capital contributions$ 27,184,000$ 4,000 $ 136,891 $ 27,324,891
Syndication costs (3,697,375) - (135,891) (3,833,266)
Distributions (4,928,814) (438,116)(109,527) (5,476,457)
Net loss from capital
transactions (816,767) - (8,250) (825,017)
Net income (loss)
from operations (14,361,686) 841 (144,952) (14,505,797)
Balance at
December 31, 1997$ 3,379,358$ (433,275)$(261,729)$ 2,684,354
G. Future Base Rents Due Under Commercial Operating Leases
As a result of the sale of the Nora Corners, subsequent to year
end, all commercial operating leases were assumed by the buyer
(see Note K).
Continued
KRUPP REALTY LIMITED PARTNERSHIP-VII AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
H.Land Lease
Nora Corners is situated on 11.21 acres of
land, seven acres of which are owned by
certain non-affiliated third parties. These
seven acres of land are leased to the
Partnership subject to a 99-year land lease
which expires in 2061. The land lease
requires annual rental payments of $17,280
from 1987 through 2012, $20,180 from 2012
through 2037, and $23,040 from 2037 through
2061. Under the terms of the land lease, the
lessee may assign its rights to a subsequent
purchaser of the property (see Note K).
I. 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 4% of the gross
receipts, net of leasing commissions, from the
commercial property under management and 5% of
gross receipts from residential properties
under management. The affiliate of the
General Partners sold the residential
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 $204,023 $193,484 $192,572
Expense reimbursements 161,571 157,089 129,445
Charged to operations $365,594 $350,573 $322,017
Expense reimbursements due from affiliates of $78,010 and $14,328 were
included in prepaid expenses and other assets at December 31, 1997 and
1996, respectively.
In addition to the amounts above, refinancing costs of $53,540 were
paid to the General Partners' affiliates during the year ended December
31, 1997.
Continued
KRUPP REALTY LIMITED PARTNERSHIP-VII AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
J. 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 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 $(151,137) $ 10,513 $ (24,601)
Difference in book
and tax depreciation
and amortization 35,424 (35,798) (64,375)
Rental adjustment
required by Generally
Accepted Accounting
Principles (10,930) 1,208 3,467
Net loss for federal
income tax purposes $(126,643) $ (24,077) $ (85,509)
The allocation of the net loss for federal income tax purposes for the
year ended December 31, 1997 is as follows:
Portfolio Passive
Income Loss Total
General Partners $ 764 $ (2,031) $ (1,267)
Original Limited Partner - - -
Investor Limited Partners 75,655 (201,031) (125,376)
$ 76,419 $(203,062) $ (126,643)
For the years ended December 31, 1997, 1996 and 1995, the per Unit net
loss to the Investor Limited Partners for federal income tax purposes
was ($4.61), ($.88) and ($3.11), respectively.
The basis of the Partnership's assets for financial reporting purposes
exceeds its tax basis by approximately $4,141,800 and $4,198,500 at
December 31, 1997 and 1996, respectively. The basis of the
Partnership's liabilities for financial reporting purposes is less than
its tax basis by approximately $2,895,500 for the year ended December
31, 1997.
Continued
KRUPP REALTY LIMITED PARTNERSHIP-VII AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
K. Subsequent Events
The sale of Nora Corners Shopping Center, as discussed in Note A, was
consummated on January 30, 1998. The total selling price of the
fourteen properties was $138,000,000, of which the Partnership received
$6,604,300, less the assumption of the first mortgage note payable of
$4,084,037 and its share of the closing costs. The land lease
discussed in Note H was assigned to the buyer in conjunction with the
sale.
As a result of the sale of Nora Corners Shopping Center on January 30,
1998, the Partnership filed a report on Form 8-K on February 2,
1998.
KRUPP REALTY LIMITED PARTNERSHIP-VII AND SUBSIDIARIES
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
Courtyards
Village East
Apartments
Naperville,
Illinois $ 5,261,610 $ 487,529 $ 6,486,198 $ 2,580,5653 to 25 Years
Nora Corners
Shopping Center
Indianapolis,
Indiana 4,084,037 775,345 8,240,342 727,1192 to 39 Years
Windsor
Apartments
Garland,
Texas 5,156,724 696,362 9,251,669 961,1483 to 25 Years
Total $ 14,502,371 $1,959,236 $23,978,209 $ 4,268,832
Gross Amounts Carried at
End of Year
Buildings Year
and Accumulated Construction
Date
Description Land Improvements Total Depreciation Completed
Acquired
Courtyards
Village East
Apartments
Naperville,
Illinois $ 487,529 $ 9,066,763 $ 9,554,292$ 5,174,222 1973 4/1/85
Nora Corners
Shopping Center
Indianapolis,
Indiana 775,345 8,967,461 9,742,806 4,069,669 1985 9/24/86
Windsor
Apartments
Garland,
Texas 696,362 10,212,817 10,909,179 6,279,792 1984 12/27/84
Total $1,959,236 $ 28,247,041$30,206,277 $15,523,683
Continued
KRUPP REALTY LIMITED PARTNERSHIP-VII AND SUBSIDIARIES
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 $28,905,707 $28,213,735 $27,951,394
Acquisition and improvements 1,300,570 691,972 262,341
Balance at end of year $30,206,277 $28,905,707$28,213,735
1997 1996 1995
Accumulated Depreciation
Balance at beginning of year $14,097,123 $12,807,221$11,561,799
Depreciation expense 1,426,560 1,289,902 1,245,422
Balance at end of year $15,523,683 $14,097,123$12,807,221
The aggregate cost of the Partnership's real estate for federal
income tax purposes is $30,172,138 and the aggregate accumulated
depreciation for federal income tax purposes is $19,654,470.