UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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
0-14378
Krupp Institutional Mortgage Fund Limited
Partnership
(Exact name of registrant as specified in its
charter)
Massachusetts
04-2860302
(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 Limited
Partner Interests
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 8-9.
The total number of pages in this document is
43.
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 Institutional Mortgage Fund Limited
Partnership (the "Partnership") was formed on
November 15, 1984 by filing a Certificate of
Limited Partnership in The Commonwealth of
Massachusetts. The Partnership was formed for
the purpose of making participating mortgage
loans ("the Participating Notes") to Krupp
Equity Limited Partnership ("KELP"), in the
amount of up to 95% of the proceeds of the
offering of units of limited partner interest
(the "Units") (see Note D to the Financial
Statements included in Appendix A of this
report).
The Partnership issued all of the General
Partner Interests to The Krupp Corporation
("Krupp Corp.") and The Krupp Company Limited
Partnership-III ("Krupp Co.-III"), in exchange
for capital contributions aggregating $1,000.
The General Partners made additional capital
contributions of $4,207,560 which equals
fourteen percent of the capital contributions
of the Investor Limited Partners. The
Partnership used these capital contributions
to pay costs incurred in connection with its
organization and the public offering of Units.
On February 21, 1985, the Partnership
commenced the marketing and sale of the Units
for $1,000 per Unit. The public offering was
closed on December 5, 1985, at which time
30,059 Units had been sold.
The primary business of Krupp Institutional
Mortgage Fund Limited Partnership (the
"Partnership") is making loans evidenced by
non-recourse participating promissory notes
("Participating Notes"), collateralized by
mortgages on improved, income producing real
properties and a Collateral Pledge Agreement
dated February 20, 1985 (see Note C to
Financial Statements included in Appendix A of
this report). The loans have been made to
Krupp Equity Limited Partnership ("KELP"),
which originally had the same General Partners
as the Partnership, under a master loan
agreement (the "Master Loan Agreement"). The
Partnership considers itself to be engaged in
only one industry segment, namely real estate
mortgage lending to KELP.
KELP's properties began experiencing cash flow
difficulties and, beginning with the payment
due April 1, 1991, KELP has not been able to
fully pay the required quarterly interest
payments. The terms of the Master Loan
Agreement, which is currently in default,
require KELP to pay the Partnership basic
interest at a rate of 10% per annum on the
Participating Notes.
As a result of KELP's difficulties: 1) KELP
has remitted to the Partnership all cash flow
generated by the properties after operating
and administrative expenses and senior
mortgage obligations ("KELP Cash Flow") and
the Partnership has not exercised its
foreclosure rights under the Master Loan
Agreements with respect to KELP's defaults;
2) interest and late charges on the
Partnership's Participating Notes have
continued to accrue, although reserved
against; 3) since 1991, as a consequence of
the default, the management agent of KELP's
properties (an affiliate of its General
Partners) has continued to serve even though
it is not receiving any payment of property
management fees.
The General Partners decided in 1991 not to
exercise the Partnership's foreclosure
remedies under the Master Loan Agreement, as a
result of KELP's default, because the severely
depressed state of the real estate market in
much of the U.S. made it unlikely that KELP
would be able to dispose of its properties at
other than very unattractive prices at that
time. Thus, the General Partners believed
that it was in the Partnership's best interest
to continue to permit KELP to hold the
properties and attempt to increase cash flows
and selectively sell the properties, as market
values recover.
Pursuant to this strategy, in 1996, KELP sold
Village Green Apartments ("Village Green") and
North Salado Village Shopping Center ("North
Salado") to unaffiliated third parties. For
details of each transaction, see Note D to the
Financial Statements included in Appendix A of
this report.
On December 2, 1997, Berkshire Realty
Enterprise Limited Partnership, an affiliate
of the General Partner of KELP, as agent for
KELP, entered into an Agreement of Sale to
sell KELP's remaining properties (Northeast
Plaza Shopping Center and Bell Plaza Shopping
Center) to Kejack, Inc. and its permitted
assigns, which are unaffiliated third parties.
The transaction was consummated subsequent to
year end on January 30, 1998 (see Notes D and
J to Financial Statements included in Appendix
A of this report).
At December 31, 1997, the General Partner of
KELP recorded a cumulative property valuation
provision of $3,995,696 on its real estate
investments based on the selling prices of its
properties less estimated costs to sell. As
of December 31, 1996, the General Partner of
KELP recorded a cumulative property valuation
provision of $5,000,000 on its real estate
investments based on the fair value of its
properties considering such factors as tenant
turnover, occupancy levels and market
conditions. At December 31, 1997, the
Partnership recorded recovery of bad debt of
approximately $673,000 on the outstanding
mortgage notes receivable balance on its
related mortgage loans, based on the selling
prices less estimated costs to sell KELP's
properties (see Note D to the Financial
Statements included in Appendix A of this
report).
The sale of KELP's properties is considered
cause for Dissolution, as defined by KELP's
Partnership Agreement. Accordingly, KELP's
General Partner expects to liquidate and
distribute KELP's remaining assets in 1998
(see Note D to the Financial Statements
included in Appendix A of this report). KELP
will use the net proceeds of the sale to pay
down the mortgage notes payable to the
Partnership.
As a result of the sale of KELP's properties,
certain notes totaling $2,790,388, issued by
the original General Partners of KELP, which
have been pledged to the Partnership under a
Collateral Pledge Agreement, will become due
and payable. Upon liquidation, the original
General Partners will remit proceeds of these
notes to KIMF, as payment toward KELP's
mortgage notes payable.
The sale of KELP's properties and the
subsequent pay down of KIMF's mortgage notes
receivable, represents an Event Causing
Dissolution, as defined by KIMF's Partnership
Agreement. Accordingly, the General Partners
of KIMF expect to liquidate and distribute the
Partnership's remaining assets in 1998.
As of December 31, 1997, the Partnership did
not employ any personnel.
Item 2.PROPERTIES
None.
ITEM 3.LEGAL PROCEEDINGS
There are no material pending legal
proceedings to which the Partnership is a
party.
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 SECURITY 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 Limited Partners as of December
31, 1997 was approximately 3,100.
The Partnership made the following
distributions to its Partners during the
fiscal year ended December 31, 1997 and 1996:
Year Ended December 31,
1997 1996
Amount Per Unit Amount Per Unit
Limited Partners (30,059 Units) $601,180 $ 20.00 $5,394,087 $179.45
General Partners 6,073 54,486 $ 607,253$5,448,573
As a result of the financial condition of the
KELP properties and the reduction in the debt
service payments made by KELP to the
Partnership, the Partnership has made
quarterly distributions at rates that
fluctuate from .25% to .625% of the invested
proceeds.
In 1996, the Partnership made additional
distributions totaling $4,841,321 based on the
proceeds received from KELP from the sales of
Village Green and North Salado.
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 read in
conjunction with Management's Discussion and
Analysis of Financial Condition and Results of
Operations and the Financial Statements and
Notes thereto, which are included in Items 7
and 8 (Appendix A) of this report,
respectively.
Year Ended December 31,
1997 1996 1995 1994 1993
Total income $1,297,664 $ 576,376 $868,620 $ 1,060,150 $776,804
Net income before
provision for
credit losses 1,200,374 482,943 765,125 899,420 606,894
Provision for
credit losses - - - (4,500,000) -
Net income (loss) 1,200,374 482,943 765,125 (3,600,580) 606,894
Net income (loss)
allocated to:
Limited Partners 1,188,370 478,114 757,474(3,564,574) 600,825
Per Unit 39.53 15.91 25.20 (118.59) 19.99
General Partners 12,004 4,829 7,651 (36,006) 6,069
Total assets at
December 31, 8,812,519 8,219,472 13,172,780 13,092,186 17,367,488
Distributions:
Limited Partners 601,180 5,394,087 676,327 676,327 601,180
Per Unit 20.00 179.45 22.50 22.50 20.00
General Partners 6,073 54,486 6,832 6,832 6,073
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
Currently, the Partnership has
sufficient liquidity to meet its operating
needs. The most significant capital need is
distributions to investors. However,
distributions are currently dependent on cash
flow received from KELP's interest payments on
the Participating Notes, which are based upon
the cash flow of the underlying properties.
KELP's properties have not generated
cash flow sufficient to meet the terms of their
existing obligations. The Partners of KELP
have made cumulative capital contributions of
approximately $4,673,000 to cover prior
operating deficits and have arranged for
certain short-term borrowings. Additionally,
the affiliated management agent has not
received payment of management fees since 1991.
Pursuant to its disposition strategy,
on March 5, 1996, KELP sold Village Green to an
unaffiliated third party for $5,200,000. The
buyer assumed the principal outstanding on the
first mortgage note payable on the property of
$4,633,989, as of the date of sale, which was
applied against sale proceeds. As a result of
the sale, KELP remitted to the Partnership the
available sale proceeds, net of closing costs,
of $585,959.
On May 16, 1996, KELP sold North Salado
to an unaffiliated third party for $7,350,000.
The outstanding first mortgage note payable on
the property of $2,920,405, was paid at the
closing. As a result of the sale, KELP
remitted to the Partnership available sale
proceeds, net of closing costs, of $4,207,000.
The Partnership made an additional
distribution in June, 1996 of $4,841,321,
utilizing the proceeds received from KELP from
the sales of Village Green and North Salado.
On December 2, 1997, Berkshire Realty
Enterprise Limited Partnership, an affiliate of
the General Partners of KELP, as agent for
KELP, entered into an Agreement of Sale to sell
KELP's remaining properties (Northeast Plaza
Shopping Center and Bell Plaza Shopping Center)
to Kejack, Inc. and its permitted assigns,
which are unaffiliated third parties. The
transaction was consummated subsequent to year
end on January 30, 1998 (see Notes D and J to
Financial Statements, included in Appendix A of
this report). KELP will use the net proceeds
of the sale to pay down the mortgage notes
payable to the Partnership.
The sale of KELP's properties is
considered cause for Dissolution of KELP, as
defined by KELP's Partnership Agreement.
Accordingly, KELP's General Partner expects to
liquidate and distribute KELP's remaining
assets in 1998. (see Note D to Financial
Statements included in Appendix A of this
report).
As a result of the sale of KELP's
properties, certain notes totaling $2,790,388,
issued by the original General Partners of
KELP, which have been pledged to the
Partnership under a Collateral Pledge
Agreement, will become due and payable. Upon
liquidation, the original General Partners will
remit proceeds of these notes to KIMF, as
payment toward its mortgage notes payable.
The sale of KELP's properties and the
subsequent pay down of KIMF's mortgage notes
receivable, together represent an Event Causing
Dissolution, as defined by KIMF's Partnership
Agreement. Accordingly, the General Partners
of KIMF expect to liquidate and distribute the
Partnership's remaining assets in 1998.
Operations
1997 compared to 1996
Total income in 1997, net of recovery of bad debt, increased
as compared to 1996, due to an increase in interest income on
mortgage notes as a result of increased cash flow payments
received from KELP's properties. This increase is partially
offset by a decrease in interest income as a result of lower cash
and cash equivalents available for investment.
Total expenses in 1997, as compared to 1996, remained
relatively stable.
1996 compared to 1995
Total income in 1996, as compared to 1995,
decreased due to a decrease in interest income
on mortgage notes as a result of reduced cash
flow payments received from KELP's properties.
The decrease in cash flow was the result of the
sales of Village Green and North Salado in
1996.
Total expenses in 1996, as compared to 1995,
decreased due to a decrease in expense
reimbursements, partially offset by an increase
in general and administrative expense. The
decrease in expense reimbursements was due to
a decrease in charges in connection with the
preparation and mailing of reports and other
investor communications.
KELP's Results of Operations
The average occupancy percentages for KELP's
properties for the fiscal years ended 1997,
1996, 1995, 1994 and 1993 are as follows:
Current
Leasable
Square Average Occupancy for the
Property Description Footage Years
Ended December 31,
1997 1996 1995 1994 1993
Northeast Plaza Commercial 89,224 94% 93% 94% 87% 88%
Bell Plaza Commercial 43,842 85% 98% 100% 90% 90%
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 directors and
executive officers of The Krupp Corporation,
which is a General Partner of both the
Partnership and The Krupp Company Limited
Partnership-III, the other General Partner of
the Partnership, 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
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, no person of record
owned, or was known by the General Partners to
own, beneficially more than 5% of the
Partnership's 30,059 outstanding Units.
The only interest held by management or its
affiliates consist of its General Partner and
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. Additionally, as of December 31,
1997 no person of record owned, or was known by
the General Partners to own, beneficially more
than 5% of the Partnership's outstanding Units.
PART IV
ITEM 14.EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K
(a)1. Financial Statements - see Index to
Financial Statements included under Item 8,
Appendix A on page F-2 of this report.
2.Financial Statement Schedules - All schedules
are omitted as they are not applicable, not
required or the information is provided in the
Financial Statements or the Notes thereto.
3.Separate Financial Statements - as required
by Rule 3-09 of Regulation S-X. The Separate
Financial Statements and Schedule for Krupp
Equity Limited Partnership are included under
Item 8 (Appendix A) on pages F-16 to F-33 of
this report.
(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 Limited Partnership Agreement
dated as of February 14, 1985 [Exhibit
A to Prospectus included in
Registrant's Registration Statement on
Form S-11 dated February 15, 1985
(File No. 2-94392)].*
(4.2) Amended Certificate of Limited
Partnership filed with the
Massachusetts Secretary of State on
December 13, 1985. [Exhibit 4.2 to
Registrant's Report on Form 10-K for
the year ended October 31, 1985 (File
No. 2-94392)].*
(10)
Material contracts:
(10.1) The form of Master Loan Agreement
(including the form of Participating
Note and Collateral Pledge Agreement)
between the Partnership and Krupp
Equity Limited Partnership ("KELP")
[Exhibit C to Prospectus included in
Registrant's Registration Statement on
Form S-11 dated February 15, 1985
(File No. 2-94392)].*
(10.2) Revised basic form of Mortgage to
secure payment of the Loans under the
Master Loan Agreement [Exhibit 10.3(a)
included in Registrant's Registration
Statement on Form S-11 dated February
15, 1985 (File No. 2-94392)].*
(10.3) Revised form of Promissory Note as
executed by the partners of KELP and
pledged under the Collateral Pledge
Agreement to secure payment of Loans
under the Master Loan Agreement.
[Exhibit 10.4(b) included in
Registrant's Registration Statement on
Form S-11 dated February 15, 1985
(File No. 2-94392)].*
Northeast Plaza Shopping Center
(10.4) Promissory Note of KELP, dated
September 12, 1985, payable to the
Partnership. [Exhibit 5 to
Registrant's Report on Form 8-K dated
September 12, 1985 (File No.
2-94392)].*
(10.5) Collateral Mortgage and Collateral
Chattel Mortgage Note from KELP dated
September 12, 1985. [Exhibit 6 to
Registrant's Report on Form 8-K dated
September 12, 1985 (File No.
2-94392)].*
(10.6) Act of Collateral Mortgage and
Collateral Chattel Mortgage by KELP in
favor of the Partnership dated
September 12, 1985. [Exhibit 7 to
Registrant's Report on Form 8-K dated
September 12, 1985 (File No.
2-94392)].*
(10.7) Act of Pledge and Pawn of Collateral
Mortgage and Collateral Chattel
Mortgage Note dated September 12,
1985 between KELP and the Partnership.
[Exhibit 8 to Registrant's Report on
Form 8-K dated September 12, 1985
(File No. 2-94392)].*
(10.8) Modification of promissory note dated
August 31, 1993 by and between the
Partnership and KELP. [Exhibit 10.1 to
Registrant's Report on Form 10-Q dated
September 30, 1993 (File No. 0-
14378)].*
Bell Plaza Shopping Center
(10.9) Promissory Note of KELP, dated June 2,
1987, payable to the Partnership
[Exhibit 1 to Registrant's Report on
Form 8-K dated June 2, 1987 (File No.
0-14378)].*
(10.10) Mortgage dated June 2, 1987, from KELP
to the Partnership. [Exhibit 2 to
Registrant's Report on Form 8-K dated
June 2, 1987 (File No. 0-14378)].*
*Incorporated by reference.
(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 14th day of
April, 1998.
KRUPP INSTITUTIONAL MORTGAGE
FUND LIMITED
PARTNERSHIP
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 14th day of April, 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) and George Krupp
Director of The Krupp Corporation, a General
Partner.
/s/ Wayne H. Zarozny Treasurer of The
Krupp Corporation, a General
Wayne H. Zarozny Partner.
APPENDIX A
KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP
FINANCIAL STATEMENTS
ITEM 8 OF FORM 10-K
ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION
For the Year Ended December 31, 1997
KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP
INDEX TO FINANCIAL STATEMENTS
Report of Independent Accountants F-3
Balance Sheets at December 31, 1997 and
December 31, 1996 F-4
Statements of Operations for the Years Ended
December 31, 1997, 1996 and 1995 F-5
Statements of Changes in Partners' Equity for
the
Years Ended December 31, 1997, 1996 and 1995F-6
Statements of Cash Flows for the Years Ended
December 31, 1997, 1996 and 1995 F-7
Notes to Financial Statements F-8 - F-15
Separate Financial Statements - Krupp Equity
Limited Partnership F-16 - F-33
All schedules are omitted as they are not
applicable or not required, or the information
is provided in the financial statements or the
notes thereto.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
Krupp Institutional Mortgage Fund Limited
Partnership:
We have audited the financial statements of
Krupp Institutional Mortgage Fund Limited
Partnership (the "Partnership") listed in the
index on page F-2 of this Form 10-K. These
financial statements are the responsibility of
the Partnership's management. Our
responsibility is to express an opinion on
these financial statements 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 financial
statements. An audit also includes assessing
the accounting principles used and significant
estimates made by management, as well as
evaluating the overall 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 financial position of
Krupp Institutional Mortgage Fund Limited
Partnership as of December 31, 1997 and 1996,
and the 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.
As discussed in Note J, Krupp Equity Limited
Partnership's remaining properties were sold
on January 30, 1998. The sale of KELP's
properties and the subsequent pay down of the
Partnership's mortgage notes receivable
together represent an Event Causing
Dissolution, as defined by the Partnership
Agreement. As a result, the Partnership will be
liquidated in 1998.
Boston, Massachusetts COOPERS & LYBRAND L.L.P.
February 6, 1998
KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP
BALANCE SHEETS
December 31, 1997 and 1996
ASSETS
1997 1996
Mortgage notes receivable, net of loan loss
reserve of $15,851,013 and $16,524,000,
respectively (Notes C, D and E) $ 7,614,449 $ 6,973,754
Cash and cash equivalents (Note F) 1,110,110 1,112,524
Accrued interest receivable - mortgage notes,
net of reserve for uncollectible interest
of $14,638,760 and $12,225,634,
respectively (Notes C, D and E) 83,585 115,272
Due from affiliates (Note H) - 16,250
Other assets 4,375 1,672
Total assets $ 8,812,519 $ 8,219,472
LIABILITIES AND PARTNERS' EQUITY
Liabilities $ 25,200 $ 25,274
Partners' equity (deficit)(Note G):
Limited Partners (30,059 Units outstanding)8,999,051 8,411,861
General Partners (211,732) (217,663)
Total Partners' equity 8,787,319 8,194,198
Total liabilities and Partners' equity $ 8,812,519 $ 8,219,472
The accompanying notes are an integral
part of the financial statements.
KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP
STATEMENTS OF INCOME
For the Years Ended December 31, 1997, 1996 and 1995
1997 1996 1995
Interest income:
Mortgage notes receivable
(Notes C, D and E) $ 551,407 $ 497,376 $ 799,092
Cash equivalents (Note F) 73,270 79,000 69,528
Recovery of bad debt - mortgage
notes receivable (Note E) 672,987 - -
Total income 1,297,664 576,376 868,620
Expenses:
Expense reimbursements (Note H)34,895 33,345 49,689
General and administrative 62,395 60,088 53,806
Total expenses 97,290 93,433 103,495
Net income (Note I) $1,200,374 $ 482,943 $ 765,125
Allocation of net income (Note G):
Limited Partners (30,059 Units
outstanding) $1,188,370 $ 478,114 $ 757,474
Limited Partners Interest
Per Unit $ 39.53 $ 15.91 $ 25.20
General Partners $ 12,004 $ 4,829 $ 7,651
The accompanying notes are an integral
part of the financial statements.
KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP
STATEMENTS OF CHANGES IN PARTNERS' EQUITY
For the Years Ended December 31, 1997, 1996 and 1995
Total
Limited General Partners'
Partners Partners Equity
Balance at December 31, 1994$13,246,687$(168,825) $13,077,862
Distributions (676,327) (6,832) (683,159)
Net income 757,474 7,651 765,125
Balance at December 31, 1995 13,327,834 (168,006) 13,159,828
Distributions (5,394,087) (54,486) (5,448,573)
Net income 478,114 4,829 482,943
Balance at December 31, 1996 8,411,861 (217,663) 8,194,198
Distributions (Note G) (601,180) (6,073) (607,253)
Net income (Note G) 1,188,370 12,004 1,200,374
Balance at December 31, 1997$ 8,999,051$(211,732) $ 8,787,319
The per Unit distributions for the years ended
December 1997, 1996 and 1995 were $20.00,
$179.45 and $22.50, respectively, none of which
represents a return of capital.
The accompanying notes are an integral
part of the financial statements.
KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1997, 1996 and 1995
1997 1996 1995
Operating activities:
Net income $1,200,374 $ 482,943 $ 765,125
Adjustments to reconcile net
income to net cash
provided by operating
activities:
Recovery of bad debt - mortgage
notes receivable (672,987) - -
Changes in assets and liabilities:
Decrease (increase) in
accrued interest receivable
- mortgage notes 31,687 (2,968) 118,812
Decrease (increase) in due from
affiliates 16,250 (14,675) 9,159
Decrease (increase) in other
assets (2,703) 488 (891)
Increase (decrease) in
liabilities (74) 12,322 (1,372)
Net cash provided by
operating activities 572,547 478,110 890,833
Investing activity:
Principal collections from
mortgage notes receivable 32,292 4,822,189 26,460
Financing activity:
Distributions (607,253) (5,448,573) (683,159)
Net increase (decrease) in cash
and cash equivalents (2,414) (148,274) 234,134
Cash and cash equivalents,
beginning of year 1,112,524 1,260,798 1,026,664
Cash and cash equivalents,
end of year $1,110,110 $ 1,112,524 $ 1,260,798
The accompanying notes are an integral
part of the financial statements.
KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
A.Organization
Krupp Institutional Mortgage Fund Limited
Partnership (the "Partnership") was formed on
November 15, 1984 by filing a Certificate of
Limited Partnership in The Commonwealth of
Massachusetts. The Partnership was formed for
the purpose of making participating mortgage
loans ("the Participating Notes") to Krupp
Equity Limited Partnership ("KELP"), in the
amount of up to 95% of the proceeds of the
offering of units of limited partner interest
(the "Units") (see Note D).
The Partnership issued all of the General
Partner Interests to The Krupp Corporation
("Krupp Corp.") and The Krupp Company Limited
Partnership-III ("Krupp Co.-III"), in exchange
for capital contributions aggregating $1,000.
The General Partners made additional capital
contributions of $4,207,560 which equals
fourteen percent of the capital contributions
of the Investor Limited Partners. The
Partnership used these capital contributions to
pay costs incurred in connection with its
organization and the public offering of Units.
On February 21, 1985, the Partnership commenced
the marketing and sale of the Units for $1,000
per Unit. The public offering was closed on
December 5, 1985, at which time 30,059 Units
had been sold.
On December 2, 1997, Berkshire Realty
Enterprise Limited Partnership, an affiliate of
the General Partner of KELP, as agent for KELP,
entered into an Agreement of Sale to sell
KELP's remaining properties to Kejack, Inc. and
its permitted assigns, which are unaffiliated
third parties. KELP's properties were included
in a package with twelve other properties owned
by affiliates of KELP's General Partner. The
transaction was consummated subsequent to year
end, on January 30, 1998 (see Note J).
The sale is considered cause for Dissolution as
defined by KELP's Partnership Agreement.
Accordingly, the General Partner of KELP
expects to liquidate and distribute KELP's
remaining assets in 1998. KELP will use the
net proceeds of the sale to pay down the
mortgage notes payable to the Partnership. As
a result of the sale of KELP's properties,
certain notes totaling $2,790,388, issued by
the original General Partners of KELP, which
have been pledged to the Partnership under a
Collateral Pledge Agreement, will become due
and payable (see Note D).
The sale of KELP's properties and the
subsequent pay down of KIMF's mortgage notes
receivable, represent an Event Causing
Dissolution, as defined by KIMF's Partnership
Agreement. Accordingly, the General Partners
of KIMF expect to liquidate and distribute the
Partnership's remaining net assets in 1998.
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
I).
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 INSTITUTIONAL MORTGAGE FUND LIMITED
PARTNERSHIP
NOTES TO 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. Cash equivalents are
recorded at cost, which approximates current
market value.
Provisions for Credit Losses and Accrued
Interest Reserves
In accordance with Statement of Financial
Accounting Standard No. 114, "Accounting by
Creditors for Impairment of a Loan", and
Statement of Financial Accounting Standard No.
118, "Accounting by Creditors for Impairment of
a Loan - Income Recognition and Disclosures",
the Partnership has implemented policies and
practices for assessing impairment of its
mortgage loans and the recognition of income on
impaired loans.
Mortgage notes receivable are recorded at the
lower of cost or estimated net realizable
value. At December 31, 1997, the estimated net
realizable value of the mortgage loans is based
on the selling prices of the underlying
properties less estimated costs to sell (see
Note E).
The Partnership recognizes interest income on
its impaired loans based on the expected cash
flow payments to be received from KELP. Cash
flow payments are determined as all cash flow
generated by the properties after operating and
administrative expenses and senior mortgage
obligations. Unpaid interest and late charges
are accrued and reserved against. For
financial reporting purposes, the Partnership
recognizes sales proceeds received from KELP as
repayments of principal on the mortgage notes
receivable.
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 such examination results in a
change in the Partnership's taxable income or
loss, such change will be reported to the
Partners.
C.Mortgage Notes Receivable
The Partnership made loans to KELP, an
affiliate of the Partnership, as provided under
the Master Loan Agreement and Collateral Pledge
Agreement (the "Agreements"). Under the terms
of the Master Loan Agreement, basic interest
accrued at a rate of 7.6% per annum and was
payable quarterly, in arrears, on the unpaid
principal balance of the Participating Notes
which were due on December 31, 1992, however,
the Partnership exercised its option to extend
the maturity date to December 29, 1995.
KELP's properties began experiencing cash flow
deficiencies and, beginning with the payment
due April 1, 1991, KELP has not been able to
fully pay the required quarterly interest
payments.
The terms of the Master Loan Agreement required
KELP to pay the Partnership adjusted basic
interest at a rate of 10% per annum, which
accrued and was payable quarterly, in arrears,
on the unpaid principal balance of the
Participating Notes. The Participating Notes
matured December 29, 1995.
Continued
KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, Continued
C. Mortgage Notes Receivable,
Continued
Pursuant to the Agreements, the
mortgage notes receivable are
cross collateralized by the KELP
properties and promissory notes
issued by the original General
Partners (see Note A).
Mortgage notes receivable consisted of the following as of
December 31, 1997 and 1996:
Principal Property 1997 1996
Northeast Plaza Shopping Center $ 6,875,471$ 6,907,763
Bell Plaza Shopping Center 5,300,000 5,300,000
Mortgage notes receivable
collateralized by properties 12,175,471 12,207,763
Remaining indebtedness from previously
owned KELP properties 11,289,991 16,082,950
Mortgage notes receivable before
reserve, recovery of bad debt and
sales proceeds received from KELP 23,465,462 28,290,713
Less: Sales proceeds received from KELP - (4,792,959)
Less: Loan loss reserve (16,524,000) (16,524,000)
Plus: Recovery of bad debt 672,987 -
Total mortgage notes receivable $ 7,614,449$ 6,973,754
Northeast Plaza Shopping Center ("Northeast Plaza")
Northeast Plaza is an 89,224 square foot
shopping plaza located in Baton Rouge,
Louisiana. On September 12, 1985, the
Partnership loaned KELP $6,000,000
collateralized by a second mortgage on
Northeast Plaza and the Collateral Pledge
Agreement.
The non-recourse first mortgage of $994,873,
collateralized by Northeast Plaza, matured in
1993. In 1994, the General Partners used a
portion of working capital reserves to purchase
the first mortgage note in order to preserve
the Partnership's equity in the underlying
property and became the first lien holder of
the property.
The maturity date of the note was extended to
December 29, 1995 as evidenced by the
modification of the promissory note dated
August 31, 1993. The note requires monthly
payments of $10,135 consisting of principal and
interest at the rate of 10% per annum based on
a 25-year amortization schedule. The non-
recourse first mortgage note had balances of
$875,471 and $907,763 at December 31, 1997 and
1996, respectively.
Bell Plaza Shopping Center ("Bell Plaza")
Bell Plaza is a 43,842 square foot shopping
center located in Oak Lawn, Illinois, a suburb
of Chicago. On June 2, 1987, the Partnership
loaned KELP $5,300,000 collateralized by a
first mortgage evidenced by a deed of trust on
Bell Plaza and the Collateral Pledge Agreement.
Continued
KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED
PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, Continued
C.Mortgage Notes Receivable, Continued
During 1996, KELP sold Village Green Apartments
and North Salado Village Shopping Center to
unaffiliated third parties. The Partnership
applied sales proceeds of $4,792,959 received
from KELP against the outstanding mortgage
notes receivable (see Notes D and J).
The average outstanding balances of the
mortgage notes receivable were $23,818,102,
$25,908,849 and $28,333,173 at December 31,
1997, 1996 and 1995, respectively.
The carrying value of the above mentioned
mortgage notes receivable reflected in the
accompanying balance sheets at December 31,
1997 and 1996 approximates fair value.
For further details regarding the Partnership's
policies and provisions for losses related to
its mortgage notes receivable, see Notes B and
E.
D.Krupp Equity Limited Partnership
KELP was formed on January 3, 1985 by filing a
Certificate of Limited Partnership in The
Commonwealth of Massachusetts. KELP originally
issued all of the General Partner Interests to
two General Partners, Krupp Corp. and Krupp
Co.-III, and issued all of the Limited Partner
Interests to Krupp Co.-III. KELP received
capital contributions from the two General
Partners, Krupp Corp. and Krupp Co-III,
totaling $480,000 which consisted of $204,000
in cash and $276,000 in promissory notes. KELP
also received $6,984,086 of Limited Partner
capital contributions from Krupp Co.-III
consisting of cash, the assumption of a note
payable to an affiliate in the amount of
$1,550,013, and promissory notes in the amount
of $2,514,388. These promissory notes,
totaling $2,790,388, are pledged as additional
collateral for the Participating Notes under
the Master Loan Agreement and the Collateral
Pledge Agreement (see Note A). As of June 30,
1997, Krupp Co.-III no longer had an interest
in KELP, as discussed below.
The purpose of KELP is to acquire, manage,
operate and sell real estate and personal
property; and to borrow funds from the
Partnership and other sources to finance the
acquisition, management and operation of real
estate and personal property related thereto.
Pursuant to KELP's disposition strategy, on
March 5, 1996, Village Green was sold to an
unaffiliated party for $5,200,000. The sale
agreement required the buyer to assume the
first mortgage note payable on the property of
$4,633,989 and as a result, no prepayment
penalty was assessed by the holder of the note.
The sale resulted in a gain to KELP of
$1,457,889, for financial reporting purposes.
On May 16, 1996, North Salado was sold to an
unaffiliated third party for $7,350,000. The
first mortgage note payable of $2,920,405 was
paid at the closing and no prepayment penalty
was assessed, under the terms of the mortgage
note. The sale of the property resulted in a
gain of $121,515 to KELP, for financial
reporting purposes. The properties were
released as collateral by the Partnership for
KELP's secondary mortgage obligations. For
KELP's financial reporting purposes, sales
proceeds paid to KIMF of $4,792,959 were
applied against accrued interest in 1996.
In 1995, the General Partners of KELP
determined that the carrying value of its
retail properties exceeded its net realizable
value which resulted in an additional valuation
adjustment of $586,000 which was charged
against earnings. In 1996, no additional
adjustments to KELP's remaining real estate
investments were required. In 1997, the
General Partners recorded recovery of bad debt
of $672,987 on its mortgage notes receivable,
based on the selling prices of KELP's remaining
properties less estimated costs to sell (see
Note E).
Continued
KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED
PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, Continued
D.Krupp Equity Limited Partnership, Continued
On May 13, 1997, KELP acquired all of the
beneficial interests in four Delaware business
trusts and a 99% member interest in a limited
liability company (collectively referred to as
the "Entities") for an aggregate purchase price
of $32,025,603. KELP acquired the Entities for
cash of $3,309,761, subject to their
outstanding mortgage balances as of May 13,
1997, totaling $28,715,842. KELP obtained the
cash used in the exchange through the proceeds
of a loan made by Krupp Co.-III ("Krupp Co.-III
Note"), its general partner and limited
partner. Each of the Entities acquired owns
real property, which is net leased to a
national retail franchise. On June 23, 1997,
KELP admitted KGP-II Inc., an affiliate of the
general partner, as a limited partner in
exchange for a capital contribution of $25,252.
Subsequently, on June 23, 1997, KELP
distributed its interests in the Entities, the
related mortgages and the note payable KELP
incurred to obtain the Entities in exchange for
Krupp Co.-III's entire partnership interest in
KELP. The promissory notes due KIMF from Krupp
Co.-III, which total $2,767,388 and are pledged
as collateral on the participating promissory
notes ("Participating Notes"), remain as an
obligation of Krupp Co.-III. As of December
31, 1997, the partners of KELP are KGP-II Inc.,
with a 50.25% limited partner interest and
Krupp Corp., with a 49.75% general partner
interest.
The above transactions had no impact on KELP's
ability to make the required quarterly cash
flow payment to KIMF, the holder of its
Participating Notes, or its ability to meet
other obligations with respect to the
Participating Notes.
On December 2, 1997, Berkshire Realty
Enterprise Limited Partnership, an affiliate of
the General Partners of KELP, as agent for
KELP, entered into an Agreement of Sale to sell
KELP's remaining properties (Northeast Plaza
Shopping Center and Bell Plaza Shopping Center)
to Kejack, Inc. and its permitted assigns,
which are unaffiliated third parties. The
transaction was consummated subsequent to year
end on January 30, 1998. The sale is
considered a Terminating Capital Transaction as
defined by KELP's Partnership Agreement.
Accordingly, the General Partner of KELP
expects to liquidate and distribute KELP's
remaining assets in 1998. KELP will use the
net proceeds of the sale to pay down the
mortgage notes payable to the Partnership. As
a result of the sale of KELP's properties,
certain notes totaling $2,790,388, issued by
the original General Partners of KELP, which
have been pledged to the Partnership under a
Collateral Pledge Agreement, will become due
and payable.
Separate financial statements for KELP are
included on pages F-16 to F-33 of this report.
E.Recovery of Bad Debt, Provision for Credit
Losses and Accrued Interest Reserves
At December 31, 1997, the General Partners of
the Partnership recognized recovery of bad debt
on its mortgage notes receivable of $672,987,
based on the comparison of the net selling
prices of KELP's properties to the carrying
values of the loans.
At December 31, 1997 and 1996, the General
Partners of the Partnership had cumulative
provisions for credit losses of $15,851,013 and
$16,524,000, respectively, recorded on its
mortgage notes receivable.
Continued
KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED
PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, Continued
E.Recovery of Bad Debt, Provision for Credit
Losses and Accrued Interest Reserves, Continued
At December 31, 1997 and 1996, the Partnership
had cumulative provisions for uncollectible
interest of $14,638,760 and $12,225,634
recorded, respectively. These cumulative
provisions were recorded against the carrying
value of the assets in order to reflect
management's estimates of the underlying
property values.
F.Cash and Cash Equivalents
Cash and cash equivalents at December 31, 1997
and 1996 consisted of the following:
1997 1996
Cash and money market accounts$316,218 $316,317
Commercial paper 793,892 796,207
$1,110,110$1,112,524
G.Partners' Equity
Net profits and losses from Partnership
operations, excluding Additional Interest on
the Participating Notes, shall be determined as
of the end of each fiscal year and are
allocated ninety-nine percent (99%) to the
class of Limited Partners and one percent (1%)
to the class of General Partners.
Net profits and losses and Distributable Cash
from Operations, as defined by Section 5.01 of
the Partnership Agreement, allocated to the
Limited Partners have been apportioned in the
ratio of the number of Units owned per Limited
Partner to the total number of Units
outstanding. The General Partners' portion of
net profits and losses and distributions of
Distributable Cash from Operations, as defined,
has been allocated proportionately among the
General Partners according to their respective
invested capital.
Distributable Cash from Operations shall be
distributed ninety-nine percent (99%) to the
class of Limited Partners and one percent (1%)
to the class of General Partners. Surplus
Funds received by the Partnership, as defined
in the Partnership Agreement, are to be
allocated differently than that described
above.
Under the terms of the Partnership Agreement,
upon an Event Causing Dissolution defined in
the Partnership Agreement, Surplus Funds
received by the Partnership in connection with
its dissolution and winding up shall be
distributed first, to each class of Partners,
the aggregate of the then positive balances in
the capital accounts of the Partners of such
class, second, to the Limited Partners until
such class has received the cumulative return
on investment, third, to the Limited Partners
until such class has received back its invested
capital, fourth, to the General Partners until
such class has received the cumulative return
on investment, fifth, to the General Partners
until such class has received back its invested
capital, and sixth, 99% to the Limited Partners
and 1% to the General Partners.
Continued
KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, Continued
G. Partners' Equity, Continued
As of December 31, 1997, the following cumulative Partner
contributions and allocations were made since inception of the
Partnership:
Total
Limited General Partners'
Partners Partners Equity
Capital contributions $ 30,059,000 $ 4,208,560$ 34,267,560
Syndication costs - (4,157,560) (4,157,560)
Distributions (20,911,491) (211,230) (21,122,721)
Net loss (148,458) (51,502) (199,960)
Balance at
December 31, 1997 $ 8,999,051 $ (211,732)$ 8,787,319
H.Related Party Transactions
The Partnership reimburses affiliates of the
General Partners for certain expenses incurred
in connection with the activities of the
Partnership including communications,
bookkeeping and clerical work necessary in
maintaining relations with Limited Partners,
and accounting, tax and computer services
necessary for the maintenance of the books and
records of the Partnership.
Due from affiliates consisted of expense
reimbursements of $16,250 at December 31, 1996.
I.Federal Income Taxes
The reconciliations of the net income reported
in the accompanying Statement of Operations
with the net income reported in the
Partnership's federal income tax return for the
years ended December 31, 1997, 1996 and 1995
were as follows:
1997 1996 1995
Net income per Statement of
Operations $1,200,374 $482,943 $ 765,125
Income (expense) recognized
for tax not book (672,987) 1,496,640 (3,998)
Net income for federal income
tax purposes $ 527,387$1,979,583 $ 761,127
The allocation of net income for federal income tax purposes for
1997 is as follows:
Portfolio Portfolio
Income Expense Total
Limited Partners $ 618,430 $ (96,317) $ 522,113
General Partners 6,247 (973) 5,274
$ 624,677 $ (97,290) $ 527,387
The basis of the Partnership's assets for tax
purposes exceeds its assets for financial
reporting purposes by approximately $25,000,000
at December 31, 1997 and 1996. The tax and
book basis of the Partnership's liabilities are
the same.
Continued
KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, Continued
J. Subsequent Events
The sale of KELP's remaining properties, 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
KELP received $5,027,200 for the sale of its
properties, less its share of the closing
costs. KELP will use the net proceeds of the
sale to pay down its mortgage notes payable to
the Partnership. The sale of KELP's properties
and the subsequent pay down of the
Partnership's mortgage notes receivable
together represent an Event Causing
Dissolution, as defined by the Partnership
Agreement. Accordingly, the General Partners
of Partnership expect to liquidate and
distribute the Partnership's remaining assets
in 1998.
As a result of the sale of KELP's remaining
properties on January 30, 1998, the Partnership
filed a report on Form 8-K on February 3, 1998.
On February 27, 1998, KELP remitted sales
proceeds of $4,778,696 from the sale of its
properties to the Partnership as payment toward
its mortgage notes payable.
KRUPP EQUITY LIMITED PARTNERSHIP
FINANCIAL STATEMENTS
For the Year Ended December 31, 1997
KRUPP EQUITY LIMITED PARTNERSHIP
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
Report of Independent Accountants F-18
Balance Sheets at December 31, 1997 and
December 31, 1996 F-19
Statements of Operations for the Years Ended
December 31, 1997, 1996 and 1995 F-20
Statements of Changes in Partners' Deficit
for the Years
Ended December 31, 1997, 1996 and 1995 F-21
Statements of Cash Flows for the Years Ended
December 31, 1997, 1996 and 1995 F-22 - F-23
Notes to Financial Statements F-24 - F-31
Schedule III - Real Estate and Accumulated
Depreciation F-32 - F-33
All other schedules are omitted as they are
not applicable or not required, or the
information is provided in the financial
statements or the notes thereto.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
Krupp Equity Limited Partnership:
We have audited the financial statements and
the financial statement schedule of Krupp
Equity Limited Partnership ("KELP") listed in
the index on page F-17 of this Form 10-K.
These financial statements and financial
statement schedule are the responsibility of
the KELP's management. Our responsibility is
to express an opinion on these financial
statements 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 financial
statements. An audit also includes assessing
the accounting principles used and significant
estimates made by management, as well as
evaluating the overall 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 financial position of
Krupp Equity Limited Partnership as of December
31, 1997 and 1996, and the 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.
As discussed in Note M, KELP's remaining
properties were sold on January 30, 1998. As
a result, KELP will be liquidated in 1998.
Boston, Massachusetts COOPERS & LYBRAND L.L.P.
February 6, 1998
KRUPP EQUITY LIMITED PARTNERSHIP
BALANCE SHEETS
December 31, 1997 and 1996
ASSETS
1997 1996
Real estate assets (Notes C and K):
Retail centers, less accumulated
depreciation and valuation provisions of
$8,032,249 and $3,795,870 at December 31,
1997 and 1996, respectively $ 4,778,696 $3,920,252
Cash and cash equivalents 172,044 194,656
Tenant accounts receivable 7,551 27,281
Other assets (Note D) 79,153 83,601
Total assets $ 5,037,444 $4,225,790
LIABILITIES AND PARTNERS' DEFICIT
Liabilities:
Mortgage notes payable to an affiliate
(Notes E and K) $28,258,421'$28,290,713
Note payable to an affiliate (Note F) 300,000 300,000
Accrued interest payable to affiliates
(Notes E, F, and K) 10,290,445 7,880,286
Due to affiliates (Note J) 670,367 666,702
Other liabilities (Note G) 315,202 386,781
Total liabilities 39,834,435 37,524,482
Commitments and contingencies (Notes H and L)
Partners' deficit (Note H):
Limited Partner (27,100,496)(26,415,102)
General Partner (7,696,495) (6,883,590)
Total Partners' deficit (34,796,991)(33,298,692)
Total liabilities and Partners' deficit $ 5,037,444 $4,225,790
The accompanying notes are an integral
part of the financial statements.
KRUPP EQUITY LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1997, 1996 and 1995
1997 1996 1995
Revenue:
Rental (Note I) $ 1,402,999$ 1,707,698$ 3,462,943
Other income 12,669 30,073 16,319
Total revenue 1,415,668 1,737,771 3,479,262
Expenses:
Operating (Note J) 47,765 272,836 593,277
Maintenance 59,622 119,291 294,635
Real estate taxes 197,902 305,247 616,677
General and administrative 33,626 33,652 31,405
Interest (Notes E, F and J) 3,331,599 3,166,463 3,692,639
Depreciation and amortization 417,529 779,841 844,628
Property valuation provision
(Note C) (1,004,304) - 586,000
Total expenses 3,083,739 4,677,330 6,659,261
Loss before gain on sale of
property (1,668,071) (2,939,559) (3,179,999)
Gain on sale of property
(Note K) - 1,579,404 -
Net loss $(1,668,071)$(1,360,155)$(3,179,999)
Allocation of net loss (Note H):
Limited Partner $ (838,206)$(1,196,936)$(2,798,399)
General Partner $ (829,865)$ (163,219)$ (381,600)
The accompanying notes are an integral
part of the financial statements.
KRUPP EQUITY LIMITED PARTNERSHIP
STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
For the Years Ended December 31, 1997, 1996 and 1995
Total
Limited General Partners'
Partner Partner Deficit
Balance at December 31,1994$(22,419,767)$(6,338,771)$(28,758,538)
Net loss (2,798,399) (381,600) (3,179,999)
Balance at December 31, 1995(25,218,166) (6,720,371) (31,938,537)
Net loss (1,196,936) (163,219) (1,360,155)
Balance at December 31, 1996(26,415,102)(6,883,590) (33,298,692)
Redemption of Partnership
interest (Note A) 127,560 16,960 144,520
Capital contribution (Note K) 25,252 - 25,252
Net loss (Note H) (838,206) (829,865) (1,668,071)
Balance at December 31,1997$(27,100,496)$(7,696,495)$(34,796,991)
The accompanying notes are an integral
part of the financial statements.
KRUPP EQUITY LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1997, 1996 and 1995
1997 1996 1995
Operating activities:
Net loss $(1,668,071)$ (1,360,155)$(3,179,999)
Adjustments to reconcile net loss to
net cash provided by (used in)
operating activities:
Property valuation provision (1,004,304) - 586,000
Gain on sale of property - (1,579,404) -
Interest earned on replacement
reserve escrow - (206) -
Depreciation and amortization 417,529 779,841 844,628
Changes in assets and liabilities:
Decrease (increase) in cash
restricted for tenant security
deposits - 23,676 (1,644)
Decrease (increase) in tenant
accounts receivable 19,730 127,209 (7,650)
Decrease in other assets 4,448 297,459 33,599
Increase (decrease) in accrued
interest payable to affiliates 2,410,159 (2,291,497) 2,082,644
Increase in accrued interest on
affiliate note 35,808 - -
Decrease in other liabilities (71,579) (249,852) (44,677)
Increase (decrease) in due to
affiliates 3,665 (101,035) 98,264
Net cash provided by (used
in) operating activities 147,385 (4,353,964) 411,165
Investing activities:
Additions to fixed assets (94,823) (244,243) (299,756)
Acquisition of Entities (32,025,603)
Deposits to replacement reserve
escrow - (4,000) (24,000)
Withdrawals from replacement
reserve escrow - 14,252 17,954
Net consideration received from
sale of property - 7,618,290 -
Net cash provided by (used
in) investing activities (32,120,426) 7,384,299 (305,802)
Financing activities:
Proceeds of mortgage note payable 28,715,842 - 2,972,130
Increase in deferred mortgage costs - - (103,019)
Capital contribution 25,252 - -
Increase in due to affiliate 214,761 -
Principal payments on mortgage note
payable (68,134) (44,885) (127,252)
Principal payments to an affiliate (32,292) (29,230) (26,460)
Proceeds of note payable from an
affiliate 3,095,000 - -
Repayment of mortgage note payable - (2,920,405) (2,922,130)
Net cash provided by (used
in) financing activities31,950,429 (2,994,520) (206,731)
Net increase (decrease) in cash and
cash equivalents (22,612) 35,815 (101,368)
Cash and cash equivalents,
beginning of year 194,656 158,841 260,209
Cash and cash equivalents, end of year$172,044 $ 194,656$ 158,841
Continued
KRUPP EQUITY LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS, Continued
For the Years Ended December 31, 1997, 1996 and 1995
Supplemental schedules of noncash operating, investing and financing
activities:
KELP distributed its interests in the Entities to The Krupp Company
Limited Partnership-III, the related mortgages and the note payable
KELP incurred to obtain the Entities in exchange for its entire
partnership interest in KELP (see Note K):
1997 1996 1995
Distribution of note payable and
and accrued interest from an
affiliate $ 3,130,808 $ - $-
Distribution of mortgage notes
payable 28,647,708 - -
Distribution of amounts due to
an affiliate 214,630
Distribution of Entities (31,848,626) - -
Redemption of Partnership
interest $ 144,520 $ - $ -
KELP sold Village Green Apartments and North Salado Shopping Center
on March 5, 1996 and May 16, 1996, respectively, for total net
consideration received of $7,618,290 and retirement of debt as shown
below:
1997 1996 1995
Sales prices $ - $12,550,000$ -
Assumption of first mortgage
note payable - Village Green - (4,633,989) -
Closing costs - (297,721) -
Net consideration received
from sale of property $ - $ 7,618,290$ -
The accompanying notes are an integral
part of the financial statements.
KRUPP EQUITY LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
A.Organization
Krupp Equity Limited Partnership ("KELP") was
formed on January 3, 1985 by filing a
Certificate of Limited Partnership in The
Commonwealth of Massachusetts. KELP originally
issued all of the General Partner Interests to
two General Partners, The Krupp Corporation
("Krupp Corp.") and The Krupp Company Limited
Partnership-III ("Krupp Co.-III"), in exchange
for initial capital contributions of $25,000
and $275,000, respectively. The capital
contributions of Krupp Corp. and Krupp Co.-III
consisted of $2,000 in cash and $23,000 in
promissory notes and $22,000 in cash and
$253,000 in promissory notes, respectively.
KELP also issued all of the Limited Partner
Interests to Krupp Co.-III, in exchange for a
capital contribution of $2,200,000 consisting
of $176,000 in cash and $2,024,000 in
promissory notes.
During 1988, KELP received additional cash
capital contributions of $15,000 and $165,000
from Krupp Corp. and Krupp Co.-III,
respectively, as General Partners. From 1988
through 1993, Krupp Co.-III, as the Limited
Partner, has made additional contributions in
the form of cash totaling $2,743,685, a
promissory note for $490,388, and the
assumption of a note payable to an affiliate in
the amount of $1,550,013. As of June 30, 1997,
Krupp Co.-III no longer had an interest in
KELP, as discussed below.
On June 23, 1997, KELP admitted KGP-II Inc., an
affiliate of the General Partner, as a Limited
Partner in exchange for a capital contribution
of $25,252. Subsequently, KELP distributed its
beneficial interests in four Delaware business
trusts and a 99% member interest in a limited
liability company (collectively referred to as
the "Entities"), which was acquired on May 13,
1997 with the proceeds from a loan made by
Krupp Co.-III ("Krupp Co.-III Note"), its
general partner and limited partner. The
distribution of the interests in the Entities,
related mortgages and the note payable KELP
incurred to obtain the Entities to Krupp Co.-
III was in exchange for its entire partnership
interest in KELP (see Note K).
As of December 31, 1997, the Partners of KELP
are KGP-II Inc., with a 50.25% Limited Partner
interest, and Krupp Corp., with a 49.75%
General Partner interest.
Except under certain circumstances upon
termination of KELP, the General Partner is not
required to make any additional capital
contributions.
The purpose of KELP is to acquire, manage,
operate and sell real estate and personal
property; and to borrow funds from Krupp
Institutional Mortgage Fund ("KIMF"), an
affiliate of KELP, and other sources to finance
the acquisition, management and operation of
real estate and personal property related
thereto.
On December 2, 1997, Berkshire Realty
Enterprise Limited Partnership, an affiliate of
the General Partner of KELP, as agent for KELP,
entered into an Agreement of Sale to sell both
of KELP's remaining properties (Northeast Plaza
Shopping Center and Bell Plaza Shopping Center)
to Kejack, Inc. and its permitted assigns,
which are unaffiliated third parties. KELP's
properties were included in a package owned by
affiliates of KELP's General Partner. The
transaction was consummated subsequent to year
end on January 30, 1998 (see Note M).
The sale of the remaining properties is
considered cause for Dissolution of KELP, as
defined by KELP's Partnership Agreement.
Accordingly, the General Partner of KELP
expects to liquidate and distribute KELP's
remaining assets in 1998. KELP will use the
net proceeds of the sale to pay down its
mortgage notes payable to KIMF.
Continued
KRUPP EQUITY LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, Continued
B.
Significant Accounting Policies
KELP uses the following accounting policies for
financial reporting purposes, which differ in
certain respects from those used for federal
income tax purposes:
Risks and Uncertainties
KELP invests its cash primarily in deposits and
money market funds with commercial banks. KELP
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
KELP includes all short-term investments with
maturities of three months or less from the
date of acquisition in cash and cash
equivalents. Cash equivalents are recorded at
cost, which approximates current market value.
Rental Revenues
Residential leases and the base rent under
commercial leases require the payment of rent
monthly in advance. In addition, the
commercial leases generally contain percentage
rent and other provisions which are billed in
arrears. Rental revenues are recorded on the
accrual basis. Future minimum rental revenue
for long-term commercial leases is recognized
on a straight-line basis.
Depreciation
Depreciation of building and improvements is
provided for by the use of the straight-line
method over estimated useful lives of 3 to 25
years. Tenant improvements are depreciated
over the life of the related lease.
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
less estimated costs to sell (see Note C).
Income Taxes
KELP is not liable for federal or state income
taxes because KELP's income or loss is
allocated to the Partners for income tax
purposes. In the event the KELP's tax returns
are examined by the Internal Revenue Service or
state taxing authority and such an examination
results in a change in KELP's taxable income or
loss, such change will be reported to the
Partners.
Continued
KRUPP EQUITY LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, Continued
C.Property
Northeast Plaza Shopping Center ("Northeast
Plaza")
Northeast Plaza is an 89,224 square foot
shopping plaza located in Baton Rouge,
Louisiana. The property is pledged as
collateral on a non-recourse first mortgage
note of $875,471, evidenced by the modification
of the promissory note, and a second mortgage
note of $6,000,000, evidenced by the Collateral
Pledge Agreement (see Note E).
Bell Plaza Shopping Center ("Bell Plaza")
Bell Plaza is a 43,842 square foot shopping
center located in Oak Lawn, Illinois, a suburb
of Chicago. The property is pledged as
collateral on a $5,300,000 first mortgage note
evidenced by a Deed of Trust on Bell Plaza and
the Collateral Pledge Agreement (see Note E).
In accordance with Financial Accounting
Standard No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-
Lived Assets to Be Disposed Of", at December
31, 1996, KELP recorded a cumulative property
valuation provision of $5,000,000 on its real
estate assets which represented the difference
between carrying value of its properties and
estimated fair value less costs to sell. At
December 31, 1997, KELP adjusted the cumulative
property valuation provision to $3,995,696
based on the selling prices of the properties
less estimated costs to sell (see Note M).
D.Other Assets
Other assets consisted of the following at
December 31, 1997 and 1996:
1997 1996
Prepaid rent $ 26,536 $ 43,160
Deferred expenses, net 29,205 40,145
Other assets 23,412 296
$ 79,153 $ 83,601
E. Mortgage Notes Payable to an Affiliate
The property owned by KELP is pledged as collateral for several
non-recourse participating promissory notes ("Participating
Notes") evidencing loans, made by KIMF, to KELP. In addition,
KELP executed a Master Loan Agreement and Collateral Pledge
Agreement (the "Agreements") in favor of KIMF under which KELP
provided, as additional collateral on the Participating Notes,
promissory notes totaling $2,790,388 (see Note A). The terms of
the Agreements required KELP to pay KIMF basic interest monthly
at a rate of 7.6% per annum which was payable quarterly, in
arrears, on the unpaid principal balance of the Participating
Notes.
The Participating Notes were due on December 31, 1992, however,
KELP exercised its option to extend the maturity date to December
29, 1995. Upon the extension of the maturity date, the terms of
the Master Loan Agreement required payments of adjusted basic
interest at a rate of 10% per annum which is payable quarterly,
in arrears, on the unpaid principal balance of the Participating
Notes. The Participating Notes have technically matured.
KELP's properties began experiencing cash flow deficiencies and,
beginning with the payment due April 1, 1991, KELP has not been
able to fully pay the required quarterly interest payments.
Continued
KRUPP EQUITY LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, Continued
E.Mortgage Notes Payable to an Affiliate,
Continued
As a result of KELP's difficulties: 1) KELP has
remitted to KIMF all cash flow generated by the
properties after operating and administrative
expenses and senior mortgage obligations,
$493,771 and $402,024 in 1997 and 1996,
respectively, and KIMF has not exercised its
foreclosure remedies under the Master Loan
Agreements with respect to KELP's defaults; 2)
interest and late charges on KELP's
Participating Notes have continued to accrue;
3) since 1991, as a consequence of the default,
the management agent of KELP's properties (an
affiliate of its General Partner) has continued
to serve even though it is not receiving any
payment of property management fees; 4) KELP
has remitted to KIMF net proceeds of the
properties sold, after repayment of senior
obligations.
KIMF is the holder of a non-recourse first
mortgage note on Northeast Plaza. The maturity
date was December 29, 1995. The note, which
had a balance of $875,471 at December 31, 1997,
requires monthly payments of $10,135 consisting
of principal and interest at the rate of 10%
per annum based on a 25-year amortization
schedule.
Mortgage notes payable to an affiliate at
December 31, 1997 and 1996 consisted of the
following:
1997 1996
Northeast Plaza $ 6,875,471$ 6,907,763
Bell Plaza 5,300,000 5,300,000
Mortgage notes payable collateralized
by properties 12,175,471 12,207,763
Mortgage notes payable from previously
owned properties, cross-collateralized
by above properties 16,082,950 16,082,950
Total mortgage notes payable to an
affiliate $28,258,421$28,290,713
F.Note Payable to an Affiliate
At December 31, 1997 and 1996, affiliated debt
consisted of a demand note of $300,000 and
accrued interest of $361,070 and $322,350,
respectively.
The demand note payable to an affiliate had an
interest rate of prime rate of an unaffiliated
bank (8.5% and 8.25% at December 31, 1997 and
1996, respectively) plus 1% per annum based on
a 360-day year.
During the years ended December 31, 1997 and
1996, interest expensed on the note payable to
an affiliate totaled $28,721 and $28,277,
respectively.
Continued
KRUPP EQUITY LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, Continued
G. Other Liabilities
Other liabilities consisted of the following at December 31, 1997
and 1996:
1997 1996
Accrued real estate taxes $159,999 $170,000
Tenant security deposits 23,168 24,656
Accrued insurance 106,671 166,484
Other accrued expenses 25,353 25,641
$315,191 $386,781
H. Partners' Deficit
Under the terms of KELP's Partnership
Agreement, profits and losses from
operations and cash distributions are
generally allocated in accordance with the
General and Limited Partners' respective
percentage interests in KELP. At December
31, 1997, 1996 and 1995 the respective
percentage interest was 49.75%, 12% and
12%, respectively, to the General Partner
and 50.25%, 88% and 88%, respectively, to
the Limited Partner. However, in the case
of certain events defined in the
Partnership Agreement, the allocation of
the related profits and losses could be
different than described above.
Under the terms of KELP's Partnership
Agreement, Krupp Co.-III, in its original
capacity as sole Limited Partner, agreed
to fund cash deficits from the operations
of KELP up to $3,200,000, in the form of
additional capital contributions. Krupp
Co.-III has contributed $4,293,698 to fund
cash deficits, including the assumption of
a note payable to an affiliate in the
amount of $1,550,013. In addition, Krupp
Co.-III, in its original capacity as sole
Limited Partner, agreed to make additional
capital contributions to KELP in the form
of additional promissory notes based on a
pre-established formula disclosed in
KELP's Partnership Agreement, if KELP
borrowed in excess of $20,000,000 from
KIMF. Accordingly, Krupp Co.-III issued
additional promissory notes to KELP
totaling $490,388 to bring its total
promissory notes as General and Limited
Partner in KELP to $2,767,388. The
remaining promissory notes of $23,000 are
from Krupp Corp. As discussed in Note E,
these promissory notes are pledged as
additional collateral on the Participating
Notes.
Under the terms of KELP's Partnership
Agreement, upon Dissolution of KELP, the
assets shall first be applied to payment
of, or the establishment of adequate
reserves for the future payment of, the
debts of or obligations of KELP, including
loans by Partners and Affiliated Persons
and accrued interest thereon. The
remaining assets of KELP shall then be
distributed to the
Partners up to the positive balance, if
any, in their respective capital accounts,
after crediting or charging to such
accounts the profits, losses and credits
from any Capital Transaction(s) occurring
prior to or in connection with such
Dissolution.
Continued
KRUPP EQUITY LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, Continued
H. Partners' Deficit, Continued
As of December 31, 1997, the following cumulative Partner
contributions, distributions and allocations have been made since
the inception of KELP:
Limited General Partner
Partner Total
Capital contributions $ 7,009,338 $ 480,000 $ 7,489,338
Promissory notes receivable(2,514,388) (276,000) (2,790,388)
Distributions (271,111) (36,970) (308,081)
Redemption of Partnership
interest 127,560 16,960 144,520
Net loss from operations (31,451,895) (7,880,485) (39,332,380)
Balance at December 31, 1997 $(27,100,496)$(7,696,495)$(34,796,991)
I. Future Base Rents Due Under Commercial Operating Leases
As a result of the sale of KELP's properties, subsequent to year
end, all commercial property leases were assumed by the buyer
(see Note M).
J. Related Party Transactions
KELP entered into property management agreements with an
affiliate of the General Partner which provides for management
fees payable monthly at a rate of up to 6% of the gross receipts
from commercial properties under management. Since 1991, the
management agent has waived its right to payment of management
fees.
KELP reimburses affiliates of the General Partner for certain
expenses incurred in connection with the operation of KELP and
its properties, including administrative expenses.
During the year ended December 31, 1997, 1996 and 1995 amounts
accrued or paid to affiliates of the General Partner were as
follows:
1997 1996 1995
Expense reimbursements $ 20,394 $ 55,854 $ 104,731
Interest on note payable to
affiliate 28,721 28,277 30,183
Interest on mortgage notes
payable to KIMF, including
late charges 2,964,533 2,967,594 2,970,364
Charged to operations $3,013,648 $3,051,725 $3,105,278
At December 31, 1997 and 1996, due to affiliates consisted of
expense reimbursements of $670,367 and $666,702, respectively.
Continued
KRUPP EQUITY LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, Continued
K. Disposition of Property
On March 5, 1996, KELP sold Village Green
Apartments to an unaffiliated third party
for $5,200,000. The Sale Agreement
required the buyer to assume the first
mortgage note payable on the property of
$4,633,989, and as a result, no prepayment
penalty was assessed. KELP remitted
$585,959 to KIMF as available sale
proceeds, net of closing costs. The sale
resulted in a gain to KELP of $1,457,889
for financial reporting purposes.
On May 16, 1996, KELP sold North Salado
Village Shopping Center to an unaffiliated
third party for $7,350,000. The
outstanding first mortgage note payable on
the property of $2,920,405, was paid at
the closing and no prepayment penalty was
assessed, under the terms of the mortgage
note. As a result of the sale, KELP
remitted $4,207,000 to KIMF as sale
proceeds, net of closing costs. The sale
resulted in a gain of $121,515 to KELP for
financial reporting purposes.
Subsequent to the sales, the properties
were released as collateral by KIMF for
KELP's secondary mortgage obligations.
Additionally, KELP remitted sales
proceeds, net of closing costs, of
$4,792,959 to KIMF which KELP applied
against the outstanding accrued interest
on the Participating Notes.
On May 13, 1997, KELP acquired all of the
beneficial interests in four Delaware
business trusts and a 99% member interest
in a limited liability company
(collectively referred to as the
"Entities") for an aggregate purchase
price of $32,025,603. KELP acquired the
Entities for cash of $3,309,761, subject
to their outstanding mortgage balances as
of May 13, 1997, totaling $28,715,842.
KELP obtained the cash used in the
exchange through the proceeds of a loan
made by Krupp Co.-III ("Krupp Co.-III
Note"), its General Partner and Limited
Partner. Each of the Entities acquired
owns real property, which is net leased to
a national retail franchise. On June 23,
1997, KELP admitted KGP-II Inc., an
affiliate of the General Partner, as a
Limited Partner in exchange for a capital
contribution of $25,252. Subsequently, on
June 23, 1997, KELP distributed its
interests in the Entities to Krupp Co.-III
and the note payable KELP incurred to
obtain the Entities in exchange for its
entire partnership interest in KELP. The
promissory notes due KIMF from Krupp Co.-
III, which total $2,767,388 and are
pledged as collateral on the participating
promissory notes ("Participating Notes"),
remain as an obligation of Krupp Co.-III.
The above transactions had no impact on
KELP's ability to make the required
quarterly cash flow payment to KIMF, the
holder of its Participating Notes, or its
ability to meet other obligations with
respect to the Participating Notes.
Subsequent to year end, KELP's remaining
properties were sold to unaffiliated third
parties (see Note M).
Continued
KRUPP EQUITY LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, Continued
L. Legal Proceeding
KELP was named in a lawsuit filed during
1996, in which the plaintiff has stated a
claim for a brokerage commission in the
amount of $260,000 as a result of the sale
of Village Green Apartments. In 1993, the
plaintiff fortuitously found a party
interested in purchasing Village Green
Apartments from the defendant, however, no
purchase was ultimately negotiated, as the
prospective purchaser would not meet the
KELP's asking price. In October, 1995,
negotiations were rekindled and KELP
entered into a purchase and sale agreement
and consummated the sale in March, 1996.
The plaintiffs have filed suit seeking a
full commission, $260,000, calculated as
5% of the selling price, related to the
sale. The plaintiffs did not have a
written brokerage agreement and were not
the procuring cause of the ultimate sale
of the property, however they did
introduce the parties to the ultimate
transaction. The outcome of this
litigation cannot be presently determined
and accordingly, no provision for loss has
been made in the accompanying financial
statements.
M. Federal Income Taxes
The basis of the KELP's assets for tax
purposes exceeds its basis for financial
reporting purposes by approximately
$33,000,000 and $4,000,000 at December 31,
1997 and 1996, respectively. The basis of
the KELP's liabilities for financial
reporting purposes exceeds its tax basis
by approximately $21,000 and $0 at
December 31, 1997 and 1996, respectively.
N. Subsequent Events
The sale of KELP's remaining two
properties, as discussed in Note A, was
consummated on January 30, 1998. The
total selling price of the fourteen
properties in the package was
$138,000,000, of which KELP received
$5,027,200 for the sale of its properties,
less its share of the closing costs.
The sale is considered cause for
Dissolution of KELP, as defined by KELP's
Partnership Agreement. Accordingly, the
General Partner expects to liquidate and
distribute the remaining assets of KELP in
1998. All distributions of net cash
proceeds from the Dissolution shall be
governed by Section 9.3 of KELP's
Partnership Agreement as discussed above
in Note H.
On February 27, 1998, KELP remitted net
sales proceeds of $4,778,696, from the
sale of its properties to KIMF as payment
toward its mortgage notes payable.
KRUPP EQUITY LIMITED PARTNERSHIP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1997
Costs Capitalized
Subsequent to
Initial Costs to KELP Acquisition
Buildings Buildings
and and Depreciable
Description Encumbrances Land Improvements Improvements Life
Northeast Plaza
Shopping Center
Baton Rouge, LA $6,875,471 $1,673,734 $ 5,083,848 $ 490,240 3 to 25 years
Bell Plaza
Shopping Center
Oak Lawn, IL 5,300,000 1,014,257 4,323,017 225,849 3 to 25 years
Total $12,175,471$2,687,991$ 9,406,865 $ 716,089
Gross Amounts Carried at
End of Year
Accumulated
Depreciation
Buildings and Year
and Valuation Year
Construction
Description Land Improvements Total Provisions Acquired Completed
Northeast Plaza
Shopping Center
Baton Rouge, LA $1,673,734 $5,574,088 $ 7,247,822 $ 3,778,385 1985 1981
Bell Plaza
Shopping Center
Oak Lawn, IL 1,014,257 4,548,866 5,563,123 4,253,864 1987 1987
Total $2,687,991 $10,122,954 $12,810,945 $ 8,032,249
Continued
KRUPP EQUITY LIMITED PARTNERSHIP
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$12,716,122$ 30,939,510 $30,660,597
Acquisition and improvements 94,823 244,243 278,913
Sale of property - (18,467,631) -
Balance at end of year $12,810,945 $ 12,716,122 $30,939,510
Accumulated Depreciation and
Valuation Provision 1997 1996 1995
Balance at beginning of year$ 3,795,870$ 15,604,605 $ 9,380,069
Property revaluation 3,995,696 5,000,000 5,400,000
Depreciation expense 240,683 400,020 824,536
Sale of property - (17,208,755) -
Balance at end of year $ 8,032,249 $ 3,795,870 $15,604,605
Note:KELP uses the cost basis for property valuation for
both income tax and financial statement purposes. The
aggregate cost for federal income tax purposes at
December 31, 1997 is approximately $43,000,000 and the
aggregate accumulated depreciation for federal income tax
purposes is approximately $6,000,000.