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, 1996
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 2-68727
Krupp Associates 1980-1
(Exact name of registrant as specified in its charter)
Massachusetts 04-2708956
(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 - 10.
The total number of pages in this document is 25.
<PAGE>
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 Associates 1980-1 ("KRLP-I") is a limited partnership formed on
July 31, 1980, pursuant to the provisions of the Massachusetts Uniform
Limited Partnership Act. The Krupp Company and The Krupp Corporation
serve as the General Partners of KRLP-I. Chivas Square Associates serves
as the Original Limited Partner of KRLP-I. On November 10, 1980, KRLP-I
commenced an offering of $4,000,000 of Class A Limited Partner Interests
in Units of $1,000 each (the "Units"), which was successfully completed on
April 30, 1981. (For further details, see Note A of Notes to Consolidated
Financial Statements included in Item 8 (Appendix A) of this report). The
primary business of KRLP-I has been to invest in, operate, refinance, and
ultimately dispose of fully developed, income producing residential
properties and related assets. KRLP-I considers itself to be engaged in
the industry segment of investment in real estate.
On January 20, 1988, the General Partners formed Krupp Associates
Riverside Limited Partnership ("Realty-I") as a prerequisite for the
refinancing of Riverside Apartments. At the same time, the General
Partners transferred ownership of the property to Realty-I. The General
Partner of Realty-I is The Krupp Corporation ("Krupp Corp."). The Limited
Partner of Realty-I is KRLP-I. Krupp Corp. has beneficially assigned its
interest in Realty-I to KRLP-I. KRLP-I and Realty-I are collectively
known as Krupp Realty Limited Partnership-I (collectively the
"Partnership").
The Partnership's remaining real estate investment, Riverside I
Apartments ("Riverside"), is a 140-unit apartment complex with
approximately 30,000 square feet of commercial retail space located in
Evansville, Indiana. Riverside is subject to some seasonal fluctuations
due to changes in utility consumption and seasonal maintenance
expenditures. However, the future performance of the Partnership will
depend upon factors which cannot be predicted. Such factors include
general economic and real estate market conditions, both on a national
basis and in the area where the Partnership's investment is located, real
estate tax rates, operating expenses, energy costs, government
regulations, and federal and state income tax laws. The requirements for
compliance with federal, state and local regulations to date have not had
an adverse effect on the Partnership's operations, and no adverse effect
therefrom is anticipated in the future.
Riverside is also subject to such risks as (i) competition from
existing and future projects held by other owners in the area in which the
Partnership's property operates, (ii) possible reduction in rental income
due to an inability to maintain high occupancy levels and rental rates,
(iii) possible adverse changes in general economic and local conditions
such as competitive over-building, increased unemployment, adverse changes
in real estate zoning laws, (iv) the possible future adoption of rent
control legislation which would not permit the full amount of increased
costs to be passed on to tenants in the form of rent increases, and (v)
other circumstances over which the Partnership may have little or no
control.
As of December 31, 1996, there were 7 full or part-time on-site project
personnel employed by the Partnership.
<PAGE>
ITEM 2. PROPERTIES
A summary of the Partnership's real estate investment is presented
below. Schedule III, included in Appendix A, to this report contains
additional detailed information with respect to the property.
<TABLE>
<CAPTION>
Current For the Years Ended
Year of Leasable December 31,
<S> <C> <C> <C> <C> <C>
Description Acquisition Square Footage 1996 1995 1994 1993 1992
Riverside I Apartments 1981 140 Units 95% 97% 96% 97% 97%
Evansville, Indiana 30,000 Sq. Ft. 96% 90% 87% 83% 87%
</TABLE>
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the
Partnership is a party or to which its property is the subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The transfer of Units is subject to certain limitations contained in
the Partnership Agreement. There is no public market for the Units and it
is not anticipated that any such public market will develop.
The number of Class A Limited Partners as of December 31, 1996 was
approximately 400.
One of the objectives of the Partnership is to generate cash available for
distribution. However, there is no assurance that future operations will
generate cash available for distribution. The Partnership has not made
distributions since 1988 due to insufficient operating cash flow. The
Partnership does not anticipate resuming distributions until the
Partnership generates sufficient operating cash flow.
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected financial information regarding
the Partnership's consolidated financial position and operating results.
The information is comparable and should be read in conjunction with
Management's Discussion and Analysis of Consolidated Financial Condition
and Results of Operations and the Financial Statements, which are included
in Items 7 and 8 of this report, respectively.
<TABLE>
<CAPTION>
Year Ended December 31,
<S> <C> <C> <C> <C> <C>
1996 1995 1994 1993 1992
Total revenue $1,110,308 $1,056,448 $ 984,493 $ 914,910 $ 880,471
Net loss $ (106,679) $ (153,650) $ (183,110) $ (196,057) $ (313,519)
Net loss
allocated to:
Class A
Limited
Partners (96,011) (13,122) (78,034) (36,542) (176,896)
Per Unit (24.00) (3.28) (19.51) (9.14) (44.22)
Original
Limited Partner (9,601) - - - -
General
Partners (1,067) (140,528) (105,076) (159,515) (136,623)
Total assets 2,451,402 2,467,327 2,539,119 2,603,526 2,818,242
Long-term
liabilities
(1) 3,455,971 3,473,092 3,488,515 3,502,297 3,526,345
</TABLE>
(1) Includes demand notes payable, since the General Partners expect
they will be long-term obligations.
Prior performance of the Partnership is not necessarily indicative of
future operations.
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This Management's Discussion and Analysis of Financial Condition and
Results of Operations contains forward-looking statements including those
concerning Management's expectations regarding the future financial
performance and future events. These forward-looking statements involve
significant risk and uncertainties, including those described herein.
Actual results may differ materially from those anticipated by such
forward-looking statements.
Liquidity and Capital Resources
The Partnership's ability to generate cash adequate to meet its needs
is dependent primarily upon the operating performance of Riverside and the
eventual sale of the asset. These sources of liquidity could be used by
the Partnership for payment of expenses related to real estate operations,
debt service and expenses. Cash Flow and Capital Transaction Proceeds, if
any, as calculated under Section 8.2(a) and 8.3(a) of the Partnership
Agreement, would then be available for distribution to the Partners. The
Partnership has discontinued distributions due to insufficient operating
cash flow.
The Partnership has experienced cash flow deficiencies for several
years and currently has very limited liquidity. Expenditures are being
monitored closely and capital improvements are made on an as-needed basis.
To date, the General Partners have been able to arrange financing through
borrowings, from an affiliate of the General Partners, to cover a
substantial portion of these cash flow deficiencies. Also, one of the
General Partners, The Krupp Company, contributed an additional $100,000 to
the Partnership during 1991. In January 1993, The Krupp Company loaned an
additional $135,000 to the Partnership in the form of a demand note, which
was used to payoff a demand note from an unaffiliated bank. In addition,
the affiliate lender has been willing to defer interest payments on the
borrowings since late 1990. Furthermore, the General Partners, have
arranged for the waiver of property management fees and expense
reimbursements payable to the management agent, also an affiliate of the
General Partners.
The General Partners anticipate operating deficits to continue and
cannot guarantee that they will be able to take actions that will cover
any future deficits. If the property is unable to generate funds
sufficient to cover these deficits, the Partnership could default on its
mortgage payments and become subject to foreclosure proceedings. However,
as of December 31, 1996, the Partnership is current on its mortgage
payments.
In January 1996, the General Partners entered into a purchase and sale
agreement for the sale of Riverside to an unaffiliated buyer. Two weeks
before the scheduled sale date, the buyer rescinded his offer.
The General Partners continue to actively pursue the sale of Riverside
Apartments. In the event the property is sold, the Partnership will be
liquidated. It is anticipated that all sale proceeds will be used to
satisfy Partnership obligations and no funds will be available to
investors for distribution.
<PAGE>
Cash Flow
Shown below, as required by the Partnership Agreement, is the
calculation of Cash Flow of the Partnership for the year ended December
31, 1996. The General Partners provide certain of the information below
to meet requirements of the Partnership Agreement and because they believe
that it is an appropriate supplemental measure of operating performance.
However, Cash Flow should not be considered by the reader as a substitute
to net income (loss), as an indicator of the Partnership's operating
performance or to cash flows as a measure of liquidity.
<TABLE>
<CAPTION>
Rounded to $1,000
<S> <C>
Net income for tax purposes $ 10,000
Items not requiring (requiring) the use of
operating funds:
Tax basis depreciation and amortization 69,000
Principal payments on mortgage (15,000)
Expenditures for capital improvements (95,000)
Cash Deficit $ (31,000)
</TABLE>
Operations
1996 compared to 1995
Cash deficit improved in 1996, as compared to 1995, due to decreased
capital improvement expenditures and improved net income, as increases
in rental revenue more than offset the increase in expenses. Riverside
experienced an increase in rental revenue due to increases in
residential rental rates and a rise in commercial occupancy, from an
average occupancy rate of 90% in 1995 to 96% in 1996.
Total expenses remained stable for 1996 as compared to 1995, with an
increase in operating expenses offset by a decrease in interest
expense. The increase in operating expense is related to a rise in
utility expenditures, due to higher consumption resulting from a colder
winter season, and an increase in insurance expense, as prior year
balance reflected insurance refunds received in 1995. The decrease in
interest expense is attributable to a decline in the prime rate from an
average rate of 8.8% in 1995 to 8.3% in 1996.
1995 compared to 1994
In comparing 1995 to 1994, the increase in cash deficit is
attributable to increased capital expenditures. Net income improved by
$30,000, as increases in rental revenue more than offset the increase
in expenses. Riverside showed a 7% increase in rental revenue due to
increased occupancy and management's successful effort in leasing 100%
of the commercial space in the fourth quarter of 1995.
Overall total expenses increased approximately 4%, with a decrease
in operating expense offset by increases in maintenance and interest
expenses. Operating expense decreased due to lower leasing costs
resulting from higher occupancy levels, decreased utilities expense
because of the warmer winter season and a reduction in insurance
expense due to a favorable claim history. Maintenance expense increased
as a result of painting interior stairways and pavement repairs made to
the sidewalks. The increase in interest expense is attributable to a
rise in the prime rate from an average 7.1% in 1994 to 8.8% in 1995.
General
In accordance with Financial Accounting Standards No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of", which is effective for fiscal years beginning after December
15, 1995, the Partnership has implemented policies and practices for
assessing impairment of its real estate asset.
The investment in the property is carried at cost less accumulated
depreciation unless the General Partners believe there is a significant
impairment in value, in which case a provision to write down the
investment in property to fair value will be charged against income. At
this time, the General Partners do not believe that the asset of the
Partnership is significantly impaired.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Appendix A of this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Partnership has no directors or executive officers. Information
as to the directors and executive officers of The Krupp Corporation, which
is both a General Partner of KRLP-I and The Krupp Company, the other
General Partner of KRLP-I, is as follows:
Position with
Name and Age The Krupp Corporation
Douglas Krupp (50) Co-Chairman of the Board
George Krupp (52) Co-Chairman of the Board
Laurence Gerber (40) President
Robert A. Barrows (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. Today,
The Berkshire Group is an integrated real estate, mortgage and healthcare
company which is headquartered in Boston with regional offices throughout
the country. A staff of approximately 3,400 are responsible for the more
than $4 billion under management for institutional and individual clients.
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). 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. Today, The Berkshire Group is an
integrated real estate, mortgage and healthcare company which is
headquartered in Boston with regional offices throughout the country. A
staff of approximately 3,400 are responsible for more than $4 billion
under management for institutional and individual clients. Mr. Krupp
attended the University of Pennsylvania and Harvard University. 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.
Laurence Gerber is the President and Chief Executive Officer of The
Berkshire Group. Prior to becoming President and Chief Executive Officer
in 1991, Mr. Gerber held various positions with The Berkshire Group which
included overall responsibility at various times for: strategic planning
and product development, real estate acquisitions, corporate finance,
mortgage banking, syndication and marketing. Before joining The Berkshire
Group in 1984, he was a management consultant with Bain & Company, a
national consulting firm headquartered in Boston. Prior to that, he was a
senior tax accountant with Arthur Andersen & Co., an international
accounting and consulting firm. Mr. Gerber has a B.S. degree in Economics
from the University of Pennsylvania, Wharton School and an M.B.A. degree
with high distinction from Harvard Business School. He is a Certified
Public Accountant. Mr. Gerber also serves as Director of Berkshire Realty
Company, Inc. (NYSE-BRI) and Harborside Healthcare Corporation (NYSE-HBR)
as well as President and Trustee of Krupp Government Income Trust and
President and Trustee of Krupp Government Income Trust II.
Robert A. Barrows is Senior Vice President and Chief Financial Officer
of The Berkshire Group. Mr. Barrows has held several positions within The
Berkshire Group since joining the company in 1983 and is currently
responsible for accounting and financial reporting, treasury, tax, payroll
and office administrative activities. Prior to joining The Berkshire
Group, he was an audit supervisor for Coopers & Lybrand L.L.P. in Boston.
He received a B.S. degree from Boston College 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, 1996, no person of record owned, or was known by the
General Partners to own, beneficially more than 5% of the Partnership's
4,000 outstanding Units. On that date, the General Partners or their
affiliates owned 105 Units (3% of the total outstanding) of the
Partnership, in addition to their General Partner interests and a portion
of the Original Limited Partner interest.
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, 1996
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. Consolidated Financial Statements - See Index to Consolidated
Financial Statements included under Item 8 (Appendix A) on page
F-2 of this report.
2. Consolidated Financial Statement Schedule III is included under
Item 8 (Appendix A) on page F-14 of this report. Certain other
schedules are omitted as they are not applicable, not required or
the information is provided in the consolidated financial
statements or the notes thereto.
(b) Exhibits:
Number and Description
Under Regulation S-K
The following reflects all applicable exhibits required by Item
601 of Regulation S-K.
(4) Instruments defining the rights of security holders
including indentures:
(4.1) Amended Agreement of Limited Partnership dated as of
May 15, 1981 [Exhibit 4.1 to Registrant's Report on
Form 10-K for 1982 (File 2-68727)].*
(4.2) Fourth Amendment to Certificate of Limited
Partnership filed with the Massachusetts Secretary of
State on October 19, 1981 [Exhibit 4.2 to
Registrant's Report on Form 10-K for 1982 (File
2-68727)].*
(10) Material contracts:
Riverside I Apartments
(10.1) Contract and Certificate of Limited Partnership of
Krupp Associates Riverside Limited Partnership
dated January 20, 1988 between The Krupp
Corporation (the "General Partner") and Krupp
Associates 1980-1 (the "Limited Partner")[Exhibit
10.1 to Registrant's Report on Form 10-K for the
year ended December 31, 1988 (File No. 2-68727)].*
(10.2) Assignment dated January 20, 1988 between Krupp
Associates 1980-1("Assignee") and The Krupp
Corporation ("Assignor") [Exhibit 10.2 to
Registrant's Report on Form 10-K for the year
ended December 31, 1988 (File No. 2-68727)].*
(10.3) Bill of Sale dated January 20, 1988 between Krupp
Associates 1980-1 (as "Seller") and Krupp
Associates Riverside Limited Partnership (as
"Buyer")[Exhibit 10.3 to Registrant's Report on
Form 10-K for the year ended December 31, 1988
(File No. 2-68727)].*
(10.4) Special Warranty Deed dated January 20, 1988
between Krupp Associates 1980-1 ("Grantor") and
Krupp Associates Riverside Limited Partnership
("Grantee")[Exhibit 10.4 to Registrant's Report on
Form 10-K for the year ended December 31, 1988
(File No. 2-68727)].*
(10.5) Assignment dated January 20, 1988 between Krupp
Associates 1980-1 ("Assignor") and Krupp Associates
Riverside Limited Partnership ("Assignee")[Exhibit
10.5 to Registrant's Report on Form 10-K for the year
ended December 31, 1988 (File No. 2-68727)].*
(10.6) Management Agreement dated January 28, 1988 between
Krupp Associates Riverside Limited Partnership, as
Owner, and Krupp Asset Management Company, now known
as Berkshire Property Management, as Agent. [Exhibit
10.6 to Registrant's Report on Form 10-K for the year
ended December 31, 1988 (File No. 2-68727)].*
(10.7) Regulatory Agreement for Multifamily Housing Projects
Co-insured by HUD dated January 21, 1988 between
Krupp Associates Riverside Limited Partnership (the
"Owner") and DRG Funding Corporation (the
"Mortgagee") [Exhibit 10.7 to Registrant's Report on
Form 10-K for the year ended December 31, 1988 (File
No. 2-68727)].*
(10.8) Mortgage Note dated January 21, 1988, from Krupp
Associates Riverside Limited Partnership, an Indiana
limited partnership, to DRG Funding Corporation, a
Delaware corporation. [Exhibit 10.6 to Registrant's
Report on Form 10-K for the year ended December 31,
1987 (File No. 2-68727)].*
(10.9) Mortgage Note dated January 21, 1988, from Krupp
Associates Riverside Limited Partnership, an Indiana
limited partnership, to DRG Funding Corporation, a
Delaware corporation. [Exhibit 10.7 to Registrant's
Report on Form 10-K for the year ended December 31,
1987 (File No. 2-68727)].*
(10.10) Security Agreement dated January 21, 1988 between
Krupp Associates Riverside Limited Partnership
("Debtor") and DRG Funding Corporation ("Creditor")
[Exhibit 10.10 to Registrant's Report on Form 10-K
for the year ended December 31, 1988 (File No. 2-
68727)].*
(10.11) Escrow Deposit Agreement dated January 21, 1988,
between Krupp Associates Riverside Limited
Partnership, an Indiana limited partnership, and DRG
Funding Corporation, a Delaware corporation.
[Exhibit 10.8 to Registrant's Report on Form 10-K for
the year ended December 31, 1987 (File No. 2-
68727)].*
* Incorporated by reference
(c) Reports on Form 8-K
During the last quarter of the year ended December 31, 1996, the
Partnership did not file any reports on Form 8-K.
<PAGE>
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
st day of March, 1997.
KRUPP ASSOCIATES 1980-1
By: The Krupp Corporation, a General
Partner
By: /s/Douglas Krupp
Douglas Krupp, 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 st day of March,
1997.
Signatures Titles
/s/Douglas Krupp Co-Chairman (Principal Executive Officer)
Douglas Krupp and Director of The Krupp Corporation, a
General Partner.
/s/George Krupp Co-Chairman (Principal Executive Officer)
George Krupp and Director of The Krupp Corporation, a
General Partner.
/s/Laurence Gerber President of The Krupp Corporation, a
Laurence Gerber general Partner.
/s/Robert A. Barrows Treasurer of The Krupp Corporation, a
Robert A. Barrows general Partner.
<PAGE>
APPENDIX A
KRUPP ASSOCIATES 1980-1 AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
ITEM 8 OF FORM 10-K
ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION
For the Year Ended December 31, 1996
<PAGE> KRUPP ASSOCIATES 1980-1 AND SUBSIDIARY
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
Report of Independent Accountants F-3
Consolidated Balance Sheets at December 31, 1996 and F-4
December 31, 1995.
Consolidated Statements of Operations For the Years Ended
December 31, 1996, 1995 and 1994 F-5
Consolidated Statements of Changes in Partners' Deficit
For the Years Ended December 31, 1996, 1995 and 1994 F-6
Consolidated Statements of Cash Flows For the Years Ended
December 31, 1996, 1995 and 1994 F-7
Notes to Consolidated Financial Statements F-8 - F-13
Schedule III - Real Estate and Accumulated Depreciation F-14
All other schedules are omitted as they are not applicable, not required,
or the information is provided in the consolidated financial statements or
the notes thereto.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
Krupp Associates 1980-1 and Subsidiary:
We have audited the consolidated financial statements and the financial
statement schedule of Krupp Associates 1980-1 and Subsidiary (the
"Partnership") listed in the index on page F-2 of this Form 10-K. These
financial statements and financial statement schedule are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements and financial statement
schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the consolidated
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management of the
Partnership, as well as evaluating the overall consolidated financial
statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Krupp Associates 1980-1 and Subsidiary as of December 31, 1996 and 1995,
and the consolidated results of its operations and its cash flows for each
of the three years in the period ended December 31, 1996 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.
The accompanying financial statements have been prepared assuming that
the Partnership will continue as a going concern. As discussed in Note K
to the financial statements, the Partnership has experienced cash flow
deficiencies in the past. In connection therewith the General Partners,
to date, have been able to arrange financing to cover these deficits, and
effective January 1, 1991 the General Partners obtained a waiver of
management fees and expense reimbursements due to the affiliated
management agent. The General Partners cannot guarantee that they will be
able to continue to arrange for financing to cover deficits as they arise
or that the arrangement with the management agent will continue. In the
event the property is ultimately sold, the Partnership would be
liquidated. These factors raise substantial doubt about the ability of
the Partnership to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome of these
uncertainties.
Boston, Massachusetts COOPERS & LYBRAND L.L.P.
February 1, 1997
<PAGE>
<TABLE>
<CAPTION>
KRUPP ASSOCIATES 1980-1 AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
December 31, 1996 and 1995
ASSETS
1996 1995
<S> <C> <C>
Multi-family apartment complex, net of
accumulated depreciation of $2,730,441
and $2,549,375, respectively (Note C) $ 2,093,819 $ 2,180,147
Cash 75,012 11,153
Cash restricted for tenant security deposits 38,004 37,288
Replacement reserve escrow (Note D) 49,030 45,427
Prepaid expenses and other assets 86,267 79,852
Deferred expenses, net of accumulated
amortization of $37,355 and $33,165,
respectively 109,270 113,460
Total assets $ 2,451,402 $ 2,467,327
LIABILITIES AND PARTNERS' DEFICIT
Liabilities:
Mortgage note payable (Notes C and D) $ 2,215,574 $ 2,231,009
Notes payable (Notes E and H) 1,257,385 1,257,385
Accounts payable 93,704 117,977
Accrued expenses and other liabilities (Note F) 242,244 230,299
Accrued interest due to an affiliate (Notes E
and H) 637,842 519,325
Total liabilities 4,446,749 4,355,995
Partners' deficit (Note G):
Class A Limited Partners
(4,000 Units outstanding) (272,656) (176,645)
Original Limited Partner (436,216) (426,615)
General Partners (1,286,475) (1,285,408)
Total Partners' deficit (1,995,347) (1,888,668)
Total liabilities and Partners' deficit $ 2,451,402 $ 2,467,327
</TABLE>
The accompanying notes are an integral
part of the consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
KRUPP ASSOCIATES 1980-1 AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1996, 1995 and 1994
1996 1995 1994
<S> <C> <C> <C>
Revenue:
Rental (Note I) $1,106,772 $1,050,835 $ 981,018
Other income 3,536 5,613 3,475
Total revenue 1,110,308 1,056,448 984,493
Expenses:
Operating (Note H) 395,788 383,364 395,828
Maintenance 106,160 100,470 76,781
Real estate taxes 129,904 127,913 133,951
General and administrative 36,713 38,393 31,979
Depreciation and amortization 185,256 188,426 177,796
Interest (Notes D, E and H) 363,166 371,532 351,268
Total expenses 1,216,987 1,210,098 1,167,603
Net loss (Note J) $ (106,679) $ (153,650) $(183,110)
Allocation of net loss (Note G):
Class A Limited Partners $ (96,011) $ (13,122) $ (78,034)
Per Unit of Class A
Limited Partner Interest
(4,000 Units outstanding) $ (24.00) $ (3.28) $ (19.51)
Original Limited Partner $ (9,601) $ - $ -
General Partners $ (1,067) $ (140,528) $(105,076)
</TABLE>
The accompanying notes are an integral
part of the consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
KRUPP ASSOCIATES 1980-1 AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
For the Years Ended December 31, 1996, 1995 and 1994
Class A Original Total
Limited Limited General Partners'
Partners Partner Partners Deficit
<S> <C> <C> <C> <C>
Balance at
December 31, 1993 $ (85,489) $(426,615) $(1,039,804) $(1,551,908)
Net loss (78,034) - (105,076) (183,110)
Balance at
December 31, 1994 (163,523) (426,615) (1,144,880) (1,735,018)
Net loss (13,122) - (140,528) (153,650)
Balance at
December 31, 1995 (176,645) (426,615) (1,285,408) (1,888,668)
Net loss (Note G) (96,011) (9,601) (1,067) (106,679)
Balance at
December 31, 1996 $(272,656) $(436,216) $(1,286,475) $(1,995,347)
</TABLE>
The accompanying notes are an integral
part of the consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
KRUPP ASSOCIATES 1980-1 AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1996, 1995 and 1994
1996 1995 1994
<S> <C> <C> <C>
Operating activities:
Net loss $(106,679) $(153,650) $(183,110)
Adjustments to reconcile net loss
to net cash provided by
operating activities:
Depreciation and amortization 185,256 188,426 177,796
Decrease (increase) in cash
restricted for tenant
security deposits (716) 4,241 (711)
Increase in prepaid expenses
and other assets (6,415) (15,492) (3,055)
Increase (decrease) in
accounts payable (15,222) (35,068) 9,393
Increase in accrued expenses
and other liabilities 11,945 2,372 15,475
Increase in interest due to
an affiliate 118,517 125,279 103,839
Net cash provided
by operating
activities 186,686 116,108 119,627
Investing activities:
Additions to fixed assets (94,738) (146,079) (75,328)
Increase (decrease) in accounts
payable related to fixed asset
additions (9,051) 3,179 2,789
Decrease (increase) in replacement
reserve escrow (3,603) 7,017 5,493
Net cash used in
investing
activities (107,392) (135,883) (67,046)
Financing activity:
Principal payments on mortgage
note payable (15,435) (13,904) (12,793)
Net increase (decrease) in cash 63,859 (33,679) 39,788
Cash, beginning of year 11,153 44,832 5,044
Cash, end of year $ 75,012 $ 11,153 $ 44,832
</TABLE>
The accompanying notes are an integral
part of the consolidated financial statements
<PAGE>
KRUPP ASSOCIATES 1980-1 AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A. Organization
Krupp Associates 1980-1 ("KRLP-I") was formed on July 31, 1980 by
filing a Certificate of Limited Partnership in The Commonwealth of
Massachusetts. KRLP-I issued all of the General Partner Interests to
two General Partners (The Krupp Company and The Krupp Corporation) in
exchange for capital contributions totaling $5,000.
The Class B Limited Partner Interests were issued to Chivas Square
Associates (the "Original Limited Partner"), in connection with the
transfer by the Original Limited Partner to KRLP-I of the real estate
property which it formerly owned, subject to the related mortgage note
payable.
On November 10, 1980, KRLP-I commenced an offering of $4,000,000 of
Class A Limited Partner Interests in Units of $1,000 each (the
"Units"), which was successfully completed on April 30, 1981. As of
December 31, 1996, there were 4,000 Units of Class A Investor Limited
Partner Interests outstanding.
On January 20, 1988, the General Partners formed Krupp Associates
Riverside Limited Partnership ("Realty-I") as a prerequisite for the
refinancing of Riverside Apartments. At the same time, the General
Partners transferred ownership of the property to Realty-I. The
General Partner of Realty-I is The Krupp Corporation ("Krupp Corp.").
The Limited Partner of Realty-I is KRLP-I. Krupp Corp. has
beneficially assigned its interest in Realty-I to KRLP-I. KRLP-I and
Realty-I are collectively known as Krupp Realty Limited Partnership-I
(collectively the "Partnership").
B. Significant Accounting Policies
The Partnership uses the following accounting policies for financial
reporting purposes, which differ in certain respects from those used
for federal income tax purposes (see Note J).
Basis of Presentation
The consolidated financial statements present the consolidated
assets, liabilities and operations of KRLP-I and Realty-I (see Note
A). All intercompany balances and transactions have been
eliminated.
Risks and Uncertainties
The Partnership invests its cash primarily in deposits and money
market funds with commercial banks. The Partnership has not
experienced any losses to date on its invested cash.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amount of assets and
liabilities, contingent assets and liabilities and revenues and
expenses during the reporting period. Actual results could differ
from those estimates.
Cash and Cash Equivalents
The Partnership includes all short-term investments with maturities
of three months or less from the date of acquisition in cash and
cash equivalents. The cash investments are recorded at cost, which
approximates current market values.
Rental Revenues
Leases require the payment of base rent monthly in advance. Rental
revenues are recorded on the accrual basis.
Depreciation
Depreciation is provided for by the use of the straight-line method
over the estimated useful life of the related asset as follows:
Buildings and improvements 5 to 35 years
Appliances, carpeting and equipment 3 to 5 years
Impairment of Long-Lived Asset
In accordance with Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to Be Disposed Of", which is effective for fiscal years
beginning after December 15, 1995, the Partnership has implemented
policies and practices for assessing impairment of its real estate
asset.
The investment in the property is carried at cost less accumulated
depreciation unless the General Partners believe there is a
significant impairment in value, in which case a provision to write
down the investment in property to fair value will be charged
against income. At this time, the General Partners do not believe
that the asset of the Partnership is significantly impaired.
Deferred Expenses
The Partnership is amortizing the costs associated with refinancing
the property over the term of the related mortgage using the
straight-line method.
Income Taxes
The Partnership is not liable for federal or state income taxes as
the Partnership's income or loss is allocated to the Partners for
income tax purposes. In the event that the Partnership's tax
returns are examined by the Internal Revenue Service or state taxing
authority and the examination results in a change in the
Partnership's taxable income or loss, such change will be reported
to the Partners.
C. Property
The Partnership purchased Riverside I Apartments ("Riverside"), a 140-
unit apartment complex with approximately 30,000 square feet of
commercial space located in Evansville, Indiana, on February 13, 1981.
The total purchase price for Riverside was $3,518,000, of which
$1,842,200 was paid in cash and $1,675,800 was financed with a 40-year
non-recourse mortgage payable to the Department of Housing and Urban
Development ("HUD").
On January 21, 1988, the Partnership refinanced Riverside under a
$2,310,000 non-recourse first mortgage note payable between Realty-I
(in which KRLP-I has a 100% beneficial interest) and HUD. (See below
for additional information.) The note is collateralized by Riverside.
The Partnership paid off the prior mortgage note with a portion of the
proceeds.
D. Mortgage Note Payable
The non-recourse first mortgage note is payable in equal monthly
installments of $20,747 at an interest rate of 10.5% per annum based on
a thirty-five year amortization schedule. The note matures on February
1, 2023, when the remaining principal and any accrued interest will be
due and payable. Under the Regulatory Agreement with HUD, monthly
deposits of $4,036 must be contributed to a reserve for replacements.
The reserve for replacements is to be used to fund property
improvements. In addition, the Regulatory Agreement requires HUD
approval for any additional encumbrances or for transfer of title to
the project, and limits distributions based on the project's operations
to the extent of "surplus cash" as defined in the Regulatory Agreement.
Based on the borrowing rates currently available to the Partnership for
bank loans with similar terms and average maturities, the fair value of
long-term debt is approximately $2,700,000 and $2,800,000 for the years
ended December 31, 1996 and 1995 respectively.
Principal payments due on the mortgage note payable are $16,988,
$18,860, $20,939, $23,246 and $25,808 for the five years 1997 through
2001, respectively.
During 1996, 1995 and 1994, the Partnership paid $233,527, $235,059,
and $236,169, respectively, of interest on its mortgage note payable.
E. Notes Payable
The Partnership had demand notes outstanding with the General Partners
and an affiliate of the General Partners at December 31, 1996 and 1995,
in the amount of $1,257,385. Interest is accrued monthly at the prime
rate of an unaffiliated bank (8.25% at December 31, 1996) plus one
percent per annum. During 1996, 1995 and 1994, no interest was paid on
these notes. The carrying value of the notes approximates fair value.
F. Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities at December 31, 1996 and 1995
consist of the following:
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Accrued real estate taxes $130,730 $133,334
Tenant security deposits 31,852 32,004
Deferred income 5,420 4,230
Accrued expenses, other 74,242 60,731
</TABLE>
$242,244 $230,299
G. Partners' Deficit
Under the terms of the Partnership Agreement, profits and losses from
operations are allocated 90% to the Class A Limited Partners, 9% to the
Original Limited Partner and 1% to the General Partners until such time
that the Class A Limited Partners have received a return of their total
invested capital. Thereafter, 40% shall be allocated to the Class A
Limited Partners, 20% to the Original Limited Partner and 40% to the
General Partners.
Under the terms of the Partnership Agreement, capital transactions are
allocated 90% to the Class A Limited Partners, 9% to the Original
Limited Partner and 1% to the General Partners, until such time that
the Class A Limited Partners have received a return of their total
invested capital and thereafter, allocated 40% to the Class A Limited
Partners, 20% to the Original Limited Partner and 40% to the General
Partners.
In general, the allocation of profits and losses are calculated based
on the terms of the Partnership Agreement, as described above.
However, the Internal Revenue Code contains rules which govern the
allocation of tax losses among partners. For the years 1992 through
1995, the allocation of tax losses were calculated based on these
rules. Under this code, tax losses are not allocated to a limited
partner if a general partner bears the economic risk for that loss.
Due to operating losses incurred during these
years, the General Partners undertook additional liabilities on behalf
of the Partnership. As a result, the Partnership allocated additional
tax losses to the General Partners. In conjunction with the tax
election referred to above, the financial statements presented herein
reflect the allocation of net loss in accordance with the rules of the
Internal Revenue Code.
As of December 31, 1996, the following cumulative partner contributions
and allocations have been made since inception of the Partnership:
<TABLE>
<CAPTION>
Class A Original
Limited Limited General
Partners Partner Partners Total
<S> <C> <C> <C> <C>
Capital
contributions $ 4,000,000 $ (78,613) $ 105,000 $ 4,026,387
Syndication costs (480,000) - - (480,000)
Distributions (760,000) (76,000) (8,445) (844,445)
Net loss from
operations (5,007,595) (479,097) (1,404,974) (6,891,666)
Net income from
sales and
restructuring 1,974,939 197,494 21,944 2,194,377
$ (272,656) $(436,216) $(1,286,475) $(1,995,347)
</TABLE>
H. Related Party Transactions
Commencing with the date of acquisition of the Partnership's property,
the Partnership entered into an agreement under which property
management fees are paid to an affiliate of the General Partners for
services as management agent. Such agreement provides for management
fees payable monthly at a rate of 5% of the gross receipts from the
property 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 property including
accounting, computer, insurance, travel, legal and payroll costs
relating to the preparation and mailing of reports and other
communications to the Limited Partners. Since January 1, 1991, the
General Partners arranged with the management agent for the annual
waivers of management fees and expense reimbursements.
During 1996, 1995 and 1994, interest on borrowings accrued to the
General Partners or affiliates of the General Partners were $118,517,
$125,279, and $103,839, respectively.
I. Future Base Rents Due Under Commercial Operating Leases
Future base rents due under commercial operating leases for the years
1997 through 2001 and thereafter are as follows:
1997 $190,308
1998 154,970
1999 16,902
2000 -
2001 -
Thereafter -
J. Federal Income Taxes
For federal income tax purposes, the Partnership is depreciating its
property using the accelerated cost recovery system ("ACRS") and the
modified accelerated cost recovery system ("MACRS"), depending on which
is applicable.
The reconciliation of the net loss reported in the accompanying
Consolidated Statement of Operations with the net income (loss)
reported in the Partnership's federal income tax return for the years
ending December 31, 1996, 1995, and 1994 is as follows:
<TABLE>
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
Net loss per Consolidated Statement
of Operations $(106,679) $(153,650) $(183,110)
Add: Difference between book and tax
depreciation 116,611 9,419 (2,306)
Net income (loss) for federal income
tax purposes $ 9,932 $(144,231) $(185,416)<PAGE>
</TABLE>
The allocation of net income for federal income tax purposes for 1996 is
as follows:
<TABLE>
<CAPTION>
Portfolio Passive
Income Income Total
<S> <C> <C> <C>
Class A Limited Partners $ 3,449 $ 5,490 $ 8,939
Original Limited Partner 345 549 894
General Partners 38 61 99
$ 3,832 $ 6,100 $ 9,932
</TABLE>
For the years ended December 31, 1996, 1995 and 1994, the per Unit net
income (loss) for the Class A Limited Partners for federal income tax
purposes was $2.23, $(3.08) and $(19.75), respectively.
The basis of the Partnership's assets for financial reporting purposes
exceeds its tax basis by approximately $1,600,000 and $1,710,000 at
December 31, 1996 and 1995, respectively. The tax and book bases of the
Partnership's liabilities are the same.
K. Operating Deficits
The Partnership has experienced cash flow deficiencies for several
years. In connection therewith, the General Partners, to date, have
been able to arrange financing through short-term borrowings from
affiliates to cover a substantial portion of these deficits. Also, one
of the General Partners, The Krupp Company, contributed an additional
$100,000 to the Partnership during 1991. Additionally, the General
Partners have arranged for the waiver of property management fees and
expense reimbursements payable to the management agent from 1991 to
1996. In January 1993, The Krupp Company loaned $135,000 in the form of
a demand note to the Partnership to payoff a demand note from an
unaffiliated bank. Operating deficits could continue and the General
Partners cannot guarantee that they will be able to take actions that
will cover any future deficits. In that event, the Partnership could
default on its mortgage payments and become subject to foreclosure
proceedings. This would have a significant impact on the financial
position and operations of the Partnership. However, the Partnership is
current on its mortgage payments, and it cannot presently be determined
if a foreclosure will occur in the future. Accordingly, the financial
statements do not include any adjustments that might result from the
outcome of these uncertainties, all of which raise substantial doubt
about the ability of the Partnership to continue as a going concern.
In the event of the sale of Riverside, the Partnership would be
liquidated. As a result of the liquidation, the Partners would receive
allocations of taxable income equivalent to any negative account balance
they may have. In addition, there would be no cash available in
connection with such income. Therefore, in the event that the Partner
does not have items which could offset such income, the Partner would
have to pay taxes with funds from other sources.
<PAGE>
<TABLE>
<CAPTION>
KRUPP ASSOCIATES 1980-1 AND SUBSIDIARY
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1996
Costs Capitalized
Initial Cost Subsequent to
to Partnership Acquisition
Building Building
and and
Description Encumbrance Land Improvements Improvements
<S> <C> <C> <C> <C>
Riverside I Apts
Evansville, Indiana $ 2,215,574 $525,000 $ 3,021,592 $ 1,277,668
Gross Amounts Carried at End of Year
Building
and Accumulated
Land Improvements Total Depreciation
$525,000 $ 4,299,260 $4,824,260 $ 2,730,441
</TABLE>
<TABLE>
<CAPTION>
Year
Construction Year Depreciable
Completed Acquired Life
<C> <C> <C> <S>
1973 1981 3-35 years
</TABLE>
Reconciliation of Real Estate and Accumulated Depreciation for each of the
three years in the period ended December 31, 1996:
<TABLE>
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
Real Estate
Balance at beginning of year $4,729,522 $4,583,443 $4,508,115
Improvements 94,738 146,079 75,328
Balance at end of year $4,824,260 $4,729,522 $4,583,443
Accumulated Depreciation
Balance at beginning of year $2,549,375 $2,365,138 $2,191,531
Depreciation expense 181,066 184,237 173,607
Balance at end of year $2,730,441 $2,549,375 $2,365,138
</TABLE>
The Partnership uses the cost basis for property valuation for both income
tax and financial statement purposes. The aggregate cost for income tax
purposes at December 31, 1996 is $4,299,260, and the aggregate accumulated
depreciation for federal income tax purposes is $(3,799,028).
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Krupp
Associates 1980-1 financial statement for the year ended December 31, 1996
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 763,487
<SECURITIES> 0
<RECEIVABLES> 44,687
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 558,403
<PP&E> 30,306,454<F1>
<DEPRECIATION> 18,448,721<F2>
<TOTAL-ASSETS> 13,224,310
<CURRENT-LIABILITIES> 746,878
<BONDS> 19,491,853<F3>
0
0
<COMMON> (7,014,421)<F4>
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 13,224,310
<SALES> 6,628,658
<TOTAL-REVENUES> 6,628,658
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,341,036<F5>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,733,982
<INCOME-PRETAX> (446,360)
<INCOME-TAX> 0
<INCOME-CONTINUING> (446,360)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (446,360)
<EPS-PRIMARY> 0<F6>
<EPS-DILUTED> 0<F6>
<FN>
<F1>Includes apartment complexes of $29,786,870 and deferred expenses of $519,584.
<F2>Includes depreciation of $18,281,640 and amortization of defered expenses of
$167,081 .
<F4>Represents total equity of general partners ($324,092) and limited partners
($6,690,329).
<F3>Represents mortgage note payable.
<F5>Includes operating expenses of $2,969,190, real estate taxes of $504,867 and
depreication/amortization of $1,866,979.
<F6>Net loss allocated ($22,319) to general partners and ($424,042) to limited
partners for the year ended 12/31/96. Average net loss ($16.96) per unit for
25,000 unites outstanding.
</FN>
</TABLE>
