UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended June 30,1998
OR
TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from
to
Commission file number 0-14377
Krupp Realty Limited Partnership-VII
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)
(617) 423-2233
(Registrant's telephone number, including
area code)
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the
registrant was required to file such reports),
and (2) has been subject to such filing
requirements for the past 90 days. Yes X
No
The total number of pages in this document is
11.
PART I. FINANCIAL INFORMATION
Item 1.FINANCIAL STATEMENTS
This Form 10-Q contains forward-looking
statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934.
Actual results could differ materially from
those projected in the forward-looking
statements as a result of a number of factors,
including those identified herein.
KRUPP REALTY LIMITED PARTNERSHIP-VII AND
SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
Unaudited
June 30, December 31,
1998 1997
Real estate assets:
Multi-family apartment complexes, net of
accumulated depreciation of $12,028,398,
and $11,454,014, respectively $ 9,122,489 $ 9,009,457
Retail center (Note 3) - 5,673,137
Total real estate assets 9,122,489 14,682,594
Cash and cash equivalents (Note 2) 1,934,637 2,254,160
Cash restricted for tenant security deposits 26,237 25,980
Prepaid expenses and other assets 414,685 742,453
Deferred expenses, net of accumulated
amortization of $113,523 and $132,911,
respectively (Note 4) 202,132 290,423
Total assets $11,700,180 $17,995,610
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Mortgage notes payable (Notes 3 and 4) $10,371,895 $14,502,371
Accrued expenses and other liabilities 522,483 808,885
Total liabilities 10,894,378 15,311,256
Partners' equity (deficit) (Note 5):
Investor Limited Partners (27,184
Units outstanding) 1,546,775 3,379,358
Original Limited Partner (457,438) (433,275)
General Partners (283,535) (261,729)
Total Partners' equity 805,802 2,684,354
Total liabilities and Partners' equity$11,700,180$17,995,610
The accompanying notes are an integral
part of the consolidated financial statements.
KRUPP REALTY LIMITED PARTNERSHIP-VII AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months For the Six Months
Ended June 30, Ended June 30,
1998 1997 1998 1997
Revenue:
Rental $ 926,533 $1,165,732 $ 1,921,468$2,361,772
Interest income 53,731 12,745 95,796 28,058
Total revenue 980,264 1,178,477 2,017,264 2,389,830
Expenses:
Operating (Note 6) 241,886 284,927 518,301 566,898
Maintenance 83,897 121,511 132,011 187,606
Real estate taxes 96,734 106,990 176,887 234,811
General and administrative (Note 6)29,717 36,236 57,504 73,959
Management fees (Note 6) 43,321 54,348 91,203 104,436
Depreciation and amortization 300,459 337,327 678,171 673,898
Interest (Note 4) 222,244 272,511 475,614 545,991
Total expenses 1,018,258 1,213,850 2,129,691 2,387,599
Income (loss) before gain on sale
of property (37,994) (35,373) (112,427) 2,231
Gain (loss) on sale of property
(Note 3) (44) - 676,316 -
Net income (loss) $ (38,038) $ (35,373) $ 563,889$ 2,231
Allocation of net income (loss)
(Note 5):
Investor Limited Partners
(27,184 Units outstanding):
Income (loss) before gain on
sale of property $ (37,614) $ (35,019)$ (111,303)$ 2,008
Gain (loss) on sale of property (44) - 669,553 -
Net income (loss) $ (37,658) $ (35,019) $ 558,250$ 2,008
Investor Limited Partners Per
Unit:
Income (loss) before gain on
sale of property $ (1.38) $ (1.29) $ (4.09)$ .07
Gain on sale of property - - 24.63 -
Net income (loss) $ (1.38) $ (1.29) $ 20.54$ .07
Original Limited Partner:
Income (loss) before gain on
sale of property $ - $ - $ - $ 178
Gain on sale of property - - - -
Net income (loss) $ - $ - $ - $ 178
General Partners:
Income (loss) before gain on
sale of property $ (380) $ (354) $ (1,124)$ 45
Gain on sale of property - - 6,763 -
Net income (loss) $ (380) $ (354) $ 5,639$ 45
The accompanying notes are an integral
part of the consolidated financial statements.
KRUPP REALTY LIMITED PARTNERSHIP-VII AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Six Months
Ended June 30,
1998 1997
Operating activities:
Net income $ 563,889$ 2,231
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 678,171 673,898
Gain on sale of property (676,316) -
Changes in assets and liabilities:
Decrease (increase) in cash restricted
for tenant security deposits (257) 5,068
Decrease (increase) in prepaid expenses
and other assets 192,875 (116,528)
Decrease in accrued expenses and other
liabilities (286,402) (84,041)
Net cash provided by operating
activities 471,960 480,628
Investing activities:
Deposits to replacement reserve escrow - (12,000)
Withdrawals from replacement reserve escrow - 3,877
Additions to fixed assets (717,751) (200,787)
Decrease in accrued expenses and other liabilities
related to fixed asset additions - (667)
Proceeds from sale of property, net 6,514,681 -
Net cash provided by (used in)
investing activities 5,796,930 (209,577)
Financing activities:
Repayment of mortgage note payable (4,084,038) -
Principal payments on mortgage notes payable (46,438) (96,658)
Increase in deferred expenses (15,496) -
Distributions (2,442,441) (302,044)
Net cash used in financing
activities (6,588,413) (398,702)
Net decrease in cash and cash equivalents (319,523) (127,651)
Cash and cash equivalents, beginning of period 2,254,160 1,177,332
Cash and cash equivalents, end of period $1,934,637$1,049,681
The accompanying notes are an integral
part of the consolidated financial statements.
KRUPP REALTY LIMITED PARTNERSHIP-VII AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1)Accounting Policies
Certain information and footnote disclosures
normally included in financial statements
prepared in accordance with generally accepted
accounting principles have been condensed or
omitted in this report on Form 10-Q pursuant
to the Rules and Regulations of the Securities
and Exchange Commission. In the opinion of
the General Partners of Krupp Realty Limited
Partnership-VII and Subsidiaries (the
"Partnership"), the disclosures contained in
this report are adequate to make the
information presented not misleading. See
Notes to the Consolidated Financial Statements
included in the Partnership's Annual Report on
Form 10-K for the year ended December 31, 1997
for additional information relevant to
significant accounting policies followed by
the Partnership.
In the opinion of the General Partners of the
Partnership, the accompanying unaudited
consolidated financial statements reflect all
adjustments necessary to present fairly the
Partnership's consolidated financial position
as of June 30, 1998, its results of operations
for the three and six months ended June 30,
1998 and 1997, and its cash flows for the six
months ended June 30, 1998 and 1997.
The results of operations for the three and
six months ended June 30, 1998 are not
necessarily indicative of the results which
may be expected for the full year. See
Management's Discussion and Analysis of
Financial Condition and Results of Operations
included in this report.
(2) Cash and Cash Equivalents
Cash and cash equivalents consisted of the following:
June 30, December 31,
1998 1997
Cash and money market accounts $ 989,110 $ 1,857,152
Commercial paper 945,527 397,008
$1,934,637 $ 2,254,160
(3)Sale of Property
On January 30, 1998, the Partnership sold Nora
Corners Shopping Center ("Nora Corners") to
unaffiliated third parties. Nora Corners was
included in a package with thirteen other
properties owned by affiliates of the General
Partners. The total selling price of the
fourteen properties was $138,000,000, of which
the Partnership received $6,604,300, less
repayment of the existing mortgage note and
interest of $4,114,668 and its share of
closing costs of $89,619. For financial
reporting purposes, the Partnership realized a
gain of $676,316 on the sale. The gain was
calculated as the difference between the
property's selling price less net book value
of the property and closing costs.
Nora Corners was situated on 11.21 acres of
land, seven acres of which were owned by
certain non-affiliated third parties. These
seven acres of land were leased to the
Partnership subject to a 99-year land lease
which expired in 2061. The land lease
required annual rental payments of $17,280
from 1987 through 2012. On January 30, 1998,
in conjunction with the sale of Nora Corners,
the land lease was assigned to the purchaser
of the property, under the terms of the land
lease.
Continued
KRUPP REALTY LIMITED PARTNERSHIP-VII AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
(4)Mortgage Notes Payable
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 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 $3,172,809, pay
closing costs of $151,536 and to establish
various escrows.
(5) Changes in Partners' Equity
A summary of changes in Partners' equity (deficit) for the six
months ended June 30, 1998 is as follows:
Investor Original Total
Limited Limited General Partners'
Partners Partner Partners Equity
Balance at
December 31, 1997 $ 3,379,358 $(433,275)$(261,729)$ 2,684,354
Distributions:
Operations (271,840) (24,163) (6,041) (302,044)
Capital
transaction (2,118,993) - (21,404) (2,140,397)
Loss before gain on
sale of property (111,303) - (1,124) (112,427)
Gain on sale of
property 669,553 - 6,763 676,316
Balance at
June 30, 1998 $ 1,546,775$(457,438)$(283,535)$ 805,802
(6)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 which was under management
until January 30, 1998 (see Note 3), and 5% of
gross receipts from residential properties
under management. The Partnership also
reimburses affiliates of the General Partners
for certain expenses incurred in connection
with the operation of the Partnership and its
properties, including administrative
expenses.
Continued
KRUPP REALTY LIMITED PARTNERSHIP-VII AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
(6) Related Party Transactions, Continued
Amounts accrued or paid to the General Partners' affiliates
were as follows:
For the Three Months For the Six Months
Ended June 30, Ended June 30,
1998 1997 1998 1997
Property management fees $43,321 $ 54,348 $ 91,203 $ 104,436
Expense reimbursements 37,127 41,454 65,831 79,015
Charged to operations$ 80,448 $ 95,802 $157,034$ 183,451
Expense reimbursements due from affiliates of $170,419 and
$78,010 were included in prepaid expenses and other assets at
June 30, 1998 and December 31, 1997, respectively.
In addition to the amounts above, costs paid to the General
Partners' affiliates associated with the sale of Nora Corners were
$4,171 during the six months ended June 30, 1998.
KRUPP REALTY LIMITED PARTNERSHIP-VII AND SUBSIDIARIES
Item 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management's Discussion and Analysis of
Financial Condition and Results of Operations
contains forward-looking statements including
those concerning Management's expectations
regarding the future financial performance and
future events. These forward-looking
statements involve significant risk and
uncertainties, including those described
herein. Actual results may differ materially
from those anticipated by such forward-looking
statements.
Liquidity and Capital Resources
The Partnership's ability to generate cash
adequate to meet its needs is dependent
primarily upon the successful 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.
On January 30, 1998, the General Partners sold
Nora Corners to unaffiliated third parties.
The property was included in a package with
thirteen other properties owned by affiliates
of the General Partners. The total selling
price of the fourteen properties was
$138,000,000, of which the Partnership
received $6,604,300 for the sale of its
property, less the payoff of the mortgage note
and its share of the closing costs of $89,617
(see Note 3).
On May 15, 1998, the Partnership made a
special distribution of $77.95 per Unit based
upon approximately 90% of the proceeds of the
sale. The remaining proceeds will be retained
to fund liabilities of the Partnership and
reserves for contingent liabilities. The
balance of the reserves remaining after
satisfaction of such contingencies will be
distributed in accordance with the Partnership
Agreement.
In order to remain competitive in their
respective markets, the Partnership's
properties have spent approximately $718,000
to date and are anticipated to spend
approximately $1,669,000 for fixed assets in
1998, primarily funded from 1997 refinancing
proceeds from Courtyards Village East
Apartments ("Courtyards") and proceeds from
the sale of Nora Corners. These improvements
include an extensive $1,245,000 rehabilitation
project at Courtyards, interior and exterior
enhancements, carpeting and vinyl flooring
upgrades and roofing at Windsor Apartments.
Financial Accounting Standards Board Statement
No. 130 ("FAS 130") "Reporting Comprehensive
Income" is effective for fiscal years
beginning after December 31, 1997, although
earlier application is permitted. FAS 130
establishes standards for reporting and
display of comprehensive income and its
components in financial statements. Financial
Accounting Standards Board Statement No. 131
("FAS 131") "Disclosures about Segments of an
Enterprise and Related Information"
establishes standards for disclosing measures
for profit or loss and total assets for each
reportable segment. FAS 131 is effective for
fiscal years beginning after December 15,
1997. The Partnership does not believe that
the implementation of FAS 130 or FAS 131 will
have a material impact on the Partnership's
financial statements.
Continued
Operations
The following discussion relates to the
operations of the Partnership and its
properties (Courtyards Village and Windsor
Apartments) for the three and six months ended
June 30, 1998 and 1997. The sale of Nora
Corners on January 30, 1998, significantly
impacts the comparability of the Partnership's
operations between these periods.
Net income, net of Nora Corners's activity,
decreased during the three and six months
ended June 30, 1998 when compared to the three
and six months ended June 30, 1997, 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 both Courtyards and Windsor
Apartments in 1998. Interest income increased
due to higher average cash and cash equivalent
balances available for investment, a result of
the sale of Nora Corners.
Total expenses for the three and six months
ended June 30, 1998, net of Nora Corners's
activity, increased when compared to the same
periods in 1997, due primarily to increases in
depreciation and interest expenses, partially
offset by a decrease in maintenance expense.
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 mortgage note in 1997 (see Note
4). A decrease in maintenance expense
partially offset these increases as preventive
pest control and landscaping expenditures were
incurred at the Partnership's properties in
1997.
KRUPP REALTY LIMITED PARTNERSHIP-VII AND
SUBSIDIARIES
PART II - OTHER INFORMATION
Item 1.Legal Proceedings
Response: None
Item 2.Changes in Securities
Response: None
Item 3.Defaults upon Senior Securities
Response: None
Item 4.Submission of Matters to a Vote of
Security Holders
Response: None
Item 5.Other Information
Response: None
Item 6.Exhibits and Reports on Form 8-K
Response: None
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Krupp Realty Limited Partnership-VII
(Registrant)
BY:/s/Wayne H. Zarozny
Wayne H. Zarozny
Treasurer and Chief Accounting Officer of The
Krupp Corporation, a General Partner.
DATE: August 11, 1998