UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1998
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
0-11987
Krupp Realty Limited Partnership-IV
(Exact name of registrant as specified in its
charter)
Massachusetts
04-2772783
(State or other jurisdiction of
(IRS Employer
incorporation or organization)
Identification No.)
One Beacon Street, Boston, Massachusetts
02108
(Address of principal executive offices)
(Zip Code)
(Registrant's telephone number, including area
code) (617) 523-7722
Securities registered pursuant to Section
12(b) of the Act: None
Securities registered pursuant to Section
12(g) of the Act: Units of Investor
Limited Partner
Interest
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the
registrant was required to file such reports),
and (2) has been subject to such filing
requirements for the past 90 days. Yes X
No
Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and
will not be contained, to the best of
registrant's knowledge, in definitive proxy or
information statements incorporated by
reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ].
Aggregate market value of voting securities
held by non-affiliates: Not applicable.
Documents incorporated by reference: Part IV,
Item 14
The exhibit index is located on pages 10-13.
The total number of pages in this document is
33.<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 Realty Limited Partnership-IV ("KRLP-
IV") was formed on December 1, 1982 by filing
a Certificate of Limited Partnership in The
Commonwealth of Massachusetts. The Krupp
Corporation, a Massachusetts corporation, and
The Krupp Company Limited Partnership-II, a
Massachusetts limited partnership, are the
General Partners of KRLP-IV. KRLP-IV has also
issued all of the Original Limited Partner
Interests to The Krupp Company Limited
Partnership-II. On January 18, 1983, KRLP-IV
commenced the offering of up to 30,000 units
of Investor Limited Partner Interests (the
"Units"). As of March 31, 1983, KRLP-IV
received subscriptions for all 30,000 Units at
$1,000 per Unit and therefore, the public
offering was successfully completed on that
date. For details, see Note A to Consolidated
Financial Statements included in Item 8
(Appendix A) of this report.
The primary business of KRLP-IV is to acquire,
operate and ultimately dispose of real estate.
KRLP-IV initially acquired six multi-family
apartment complexes (Copper Creek, Walden Pond
(formerly Westbridge), Indian Run, Fenland
Field, Pavillion and Tilbury Woods
Apartments), a retail center (Lakeview Plaza)
and invested in a joint venture in Lakeview
Tower (the "Joint Venture") with an affiliated
limited partnership. KRLP-IV considers itself
to be engaged in only one industry segment,
investment in real estate.
KRLP-IV sold Lakeview Plaza and Tilbury Woods
Apartments in 1990 and 1991, respectively.
Additionally, KRLP-IV received a terminating
capital distribution from the Joint Venture
with proceeds from the sale of Lakeview Tower
in 1992. In 1990, the General Partners formed
three limited partnerships: Pavillion
Partners, Ltd., Copper Creek Partners, Ltd.
and Westbridge Partners, Ltd. At the same
time, the General Partners transferred
ownership of Pavillion Apartments to Pavillion
Partners, Ltd., Copper Creek Apartments to
Copper Creek Partners, Ltd., and Walden Pond
Apartments to Westbridge Partners, Ltd. in
exchange for a 99% Limited Partner Interest in
the new entities. Westcop Corporation, an
affiliate of KRLP-IV, contributed a total of
$11,216 in exchange for a 1% General Partner
Interest in the new entities. KRLP-IV,
Pavillion Partners, Ltd., Copper Creek
Partners, Ltd. and Westbridge Partners, Ltd.,
are collectively known as Krupp Realty Limited
Partnership-IV and Subsidiaries (collectively
referred to herein as the "Partnership"). The
Partnership endeavored to renegotiate the debt
on these properties, the negotiations were
unsuccessful and these partnerships
subsequently petitioned for relief under
federal bankruptcy laws.
On March 31, 1998, the Partnership sold Indian
Run Apartments, a 256-unit multi-family
apartment complex, located in Abilene, Texas,
to an unaffiliated third party (see Note D to
Consolidated Financial Statements, included in
Item 8 (Appendix A) of this report).
The Partnership's real estate investments are
subject to some seasonal fluctuations
resulting from changes in utility consumption
and seasonal maintenance expenditures.
However, the future performance of the
Partnership will depend upon factors which
cannot be predicted. Such factors include
general economic and real estate market
conditions, both on a national basis and in
those areas where the Partnership's real
estate investments are located, the
availability and cost of borrowed funds, real
estate tax rates, operating expenses, energy
costs, government regulations and federal and
state income tax laws. The requirements for
compliance with federal, state and local
regulations to date have not had an adverse
effect on the Partnership's operations, and no
adverse effect therefrom is anticipated in the
future.
The Partnership's investments in real estate
are also subject to such risks as (i)
competition from existing and future projects
held by other owners in the locations of the
Partnership's properties, (ii) possible
reduction in rental income due to an inability
to maintain high occupancy levels, (iii)
possible adverse changes in mortgage interest
rates, (iv) possible adverse changes in
general economic and local conditions, such as
competitive over-building, increases in
unemployment, or adverse changes in real
estate zoning laws, (v) the possible future
adoption of rent control legislation which
would not permit the full amount of increased
costs to be passed on to tenants in the form
of rent increases, and (vi) other
circumstances over which the Partnership may
have little or no control.
As of December 31, 1998, the Partnership did
not employ any personnel.
ITEM 2.PROPERTIES
As of December 31, 1998, the Partnership had
an aggregate of 1,000 apartment units.
A summary of the Partnership's multi-family
real estate investments is presented below.
Schedule III included in Item 8 (Appendix A)
to this report contains additional detailed
information with respect to individual properties.
<TABLE>
<CAPTION>
Average Occupancy
For the Years Ended
Year of December 31,
<S> <C> <C> <C> <C> <C>
DescriptionAcquisition Total Units 1998 1997 1996 1995 1994
Fenland Field Apartments 1983 234 99% 100% 98% 95% 94%
Columbia, Maryland
Pavillion Apartments 1983 350 96% 95% 95% 94% 93%
Garland, Texas
Walden Pond Apartments 1983 416 97% 98% 95% 93% 97%
Houston, Texas
1,000 Units
</TABLE>
ITEM 3.LEGAL PROCEEDINGS
There are no material pending legal
proceedings to which the Partnership is a
party or to which any of its property is the
subject.
ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
None.
PART II
ITEM 5.MARKET FOR THE REGISTRANT'S
COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The transfer of Units of Limited Partner
Interest is subject to certain limitations
contained in the Partnership Agreement. There
is no public market for the Units and it is
not anticipated that any such public market
will develop.
The number of Investor Limited Partners as of
December 31, 1998 was approximately 1,800.
The Partnership made the following
distributions to its Partners during the years
ended December 31, 1998 and 1997:
<TABLE>
<CAPTION>
Year Ended December 31,
1998 1997
Amount Per Unit Amount Per Unit
Limited Partners:
Investor Limited Partners
(30,000 Units
<S> <C> <C> <C> <C>
outstanding) $2,853,592 $95.12 $1,119,903 $37.33
Original Limited Partner 35,369 47,158
General Partners 29,182 11,790
$2,918,143 $1,178,851
</TABLE>
Due to improvements in the operations of the
properties and the availability of cash flow,
the General Partners reinstated distributions
in August, 1994, at a rate of $4.67 per Unit.
In 1995 and 1996, the annual distribution
rates were increased to $28.00 and $37.33 per
Unit, respectively. These semiannual
distributions continued in 1997 and the first
half of 1998 at an annualized rate of $37.33
per Unit. As a result of the sale of Indian
Run Apartments, the General Partners reduced
the distribution rate to $9.33 per Unit for
the distribution paid in August, 1998.
However, the General Partners increased the
distribution rate to $24.69 per Unit beginning
with the distribution payable in February,
1999 due to improved operations during the
year.
The Partnership made special capital
distributions of $67.12 and $43.33 per Unit
during the second quarter of 1998 and the
second quarter of 1996, respectively, with the
funds received from the sale of Indian Run
Apartments in 1998 and the sale of Lakeview
Tower Apartments in 1992, respectively.
Pursuant to the Partnership Agreement,
distributions from capital transactions, such
as the sale of a property, are allocated 99%
to Investor Limited Partners and 1% to the
General Partners. For details, see Note G to
Consolidated Financial Statements included in
Item 8 (Appendix A) of this report.
<PAGE>
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
Supplementary Data, which are included in
Items 7 and 8 of this report, respectively.
<TABLE>
<CAPTION>
1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C>
Total revenue $ 7,169,243 $7,721,285 $7,307,643 $7,108,711$6,810,441
Income (loss) before
gain on sale of
property and
extraordinary
loss 574,090 157,116 (156,880) (21,628) (488,936)
Gain on sale of
property 2,960,743 - - - -
Extraordinary loss (389,523) - - - -
Net income (loss) 3,145,310 157,116 (156,880) (21,628) (488,936)
Net income (loss)
allocated to:
Investor Limited
Partners 3,090,894 149,260 (149,036) (20,547) (464,489)
Per Unit 103.03 4.98 (4.97) (.68) (15.48)
Original Limited
Partner 22,964 6,285 (6,275) (865) (19,558)
General Partners 31,452 1,571 (1,569) (216) (4,889)
Total assets at
December 31, 13,245,952 16,718,318 17,605,712 20,887,877 22,305,143
Long-term
obligations at
December 31, 10,552,809 19,544,471 19,429,196 20,193,607 20,939,499
Distributions:
Investor Limited
Partners 2,853,592 1,119,903 2,419,804 839,859 140,003
Per Unit 95.12 37.33 80.66 28.00 4.67
Original Limited
Partner 35,369 47,158 47,158 35,362 5,895
General Partners 29,182 11,790 24,920 8,841 1,474
</TABLE>
Operating results for the periods presented
are not comparable due to the sale of Indian
Run Apartments on March 31, 1998.
The per Unit distributions for the years ended
December 31, 1998, 1997, 1996, 1995 and 1994
were $95.12, $37.33, $80.66, $28.00 and $4.67,
respectively, of which $67.12, $0, $43.33, $0
and $0 represented a return of capital.
Prior performance of the Partnership is not
necessarily indicative of future operations.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
This Management's Discussion and Analysis of
Financial Condition and Results of Operations
contains forward-looking statements including
those concerning Management's expectations
regarding the future financial performance and
future events. These forward-looking
statements involve significant risk and
uncertainties, including those described
herein. Actual results may differ materially
from those anticipated by such forward-looking
statements.
Liquidity and Capital Resources
The Partnership's ability to generate cash
adequate to meet its needs is dependent
primarily upon the operations of its remaining
real estate investments. Such ability would
also be impacted by the future availability of
bank borrowings, and upon the future
refinancing and sale of the Partnership's real
estate investments. These sources of
liquidity will be used by the Partnership for
payment of expenses related to real estate
operations, capital improvements, debt service
and other expenses. Cash Flow, if any, as
calculated under Section 8.2(a) of the
Partnership Agreement, will then be available
for distribution to the Partners.
The Partnership funded approximately
$1,086,000 of capital improvements at the
properties in 1998 for appliances, carpeting
and other interior and exterior building
improvements. The Partnership expects to
spend approximately $661,000 for capital
improvements in 1999 consisting of internal
enhancements which include the replacement of
appliances, carpeting and vinyl flooring at
the properties as well as exterior
improvements, including roofing, at Pavillion
Apartments. The Partnership expects to fund
these improvements from established reserves
and the sale of Indian Run Apartments, as
discussed below.
On March 31, 1998, the Partnership sold Indian
Run Apartments to an unaffiliated third party.
The Partnership received $5,850,000, less
repayment of the mortgage note payable and
interest of $2,658,664 and closing costs of
$137,633. For further details, see Note D to
the Consolidated Financial Statements included
in Item 8 (Appendix A) of this report.
Due to improvements in the operations of the
properties and reduced debt service, the
Partnership had sufficient cash flow in 1995
to increase the annual distribution rate to
$28.00 per Unit and to $37.33 per Unit in
1996. As a result of the sale of Indian Run
Apartments, the General Partners reduced the
distribution rate to $9.33 per Unit for the
distribution paid in August, 1998. However,
the General Partners increased the
distribution rate to $24.69 per Unit beginning
with the distribution payable in February,
1999 due to improved operations during the
year.
The Partnership made special distributions of
$2,034,000, $67.12 per Unit, and $1,313,031,
$43.33 per Unit, during the second quarter of
1998 and the second quarter of 1996,
respectively, based on the remaining proceeds
from the sale of Indian Run Apartments in 1998
and Lakeview Tower Apartments in 1992,
respectively. Distributions of net cash
proceeds from capital transactions are
allocated in accordance with the Partnership
Agreement (as described in Note G to the
Consolidated Financial Statements included in
Item 8 (Appendix A) of this report).
The General Partners, on an ongoing basis,
assess the current and future liquidity needs
in determining the levels of working capital
reserves the Partnership should maintain.
Adjustments to distributions are made when
appropriate to reflect such assessments.
On July 31, 1997, the General Partners
obtained an additional $900,000 note for
Walden Pond Apartments. The note bears
interest at a rate of 9.5% per annum and
matures on February 28, 1999, simultaneous
with the first mortgage note. The proceeds
from the note were placed in escrow and were
used to fund capital improvements at the
property. The Partnership paid closing costs
of $33,082 to secure the note. (For further
details, see Note E to Consolidated Financial
Statements included in Item 8 (Appendix A) of
this report.)
Subsequent to year-end, on February 28, 1999,
the General Partners refinanced the Walden
Pond mortgage notes. For further details, see
Note J to Consolidated Financial Statements
included in Item 8 (Appendix A) of this
report.
Financial Accounting Standards Board Statement
No. 131 ("FAS 131") "Disclosures about
Segments of an Enterprise and Related
Information" establishes standards for
disclosing measures for profit or loss and
total assets for each reportable segment. FAS
131 is effective for fiscal years beginning
after December 15, 1997. Financial
Accounting Standards Board Statement No. 133
("FAS 133") "Accounting for Derivatives" is
effective for fiscal years beginning after
June 15, 1999. FAS 133 establishes standards
related to the accounting and disclosure
requirements of derivative financial
instruments. Emerging Issues Task Force
ruling 97-11 ("EITF 97-11") entitled
"Accounting For Real Estate Property
Acquisitions", is effective March 19, 1998.
EITF 97-11 provides that real estate companies
must expense, as incurred, the internal costs
of identifying and acquiring operating
property. The General Partners believe that
the implementation of FAS 131 and EITF 97-11
do not have a material impact on the
Partnership's financial statements, nor will
the implementation of FAS 133.
The General Partners of the Partnership have
conducted an assessment of the Partnership's
core internal and external computer
information systems and have taken the further
necessary steps to understand the nature and
extent of the work required to make its
systems Year 2000 ready in those situations in
which it is required to do so. The Year 2000
readiness issue concerns the inability of
computerized information systems to accurately
calculate, store or use a date after 1999.
This could result in a system failure or
miscalculations causing disruptions of
operations. The Year 2000 issue affects
virtually all companies and all organizations.
In this regard, the General Partners of the
Partnership, along with certain affiliates,
began a computer systems project in 1997 to
significantly upgrade its existing hardware
and software. The General Partners completed
the testing and conversion of the financial
accounting operating systems in February 1998.
As a result, the General Partners have
generated operating efficiencies and believe
their financial accounting operating systems
are Year 2000 ready. Costs incurred by the
Partnership are not significant to date.
There are no other systems or software that
the Partnership is using at the present time.
The General Partners of the Partnership are
currently in the process of identifying,
evaluating and remedying the Partnership's
Year 2000 compliance issues with respect to
its non-financial systems, such as computer
controlled elevators, boilers, chillers or
other miscellaneous systems. The General
Partners are in the process of completing the
Partnership's Year 2000 compliance initiatives
at its properties. Based on their
identification and assessment efforts to date,
the General Partners believe that certain of
the computer equipment and software the
Partnership currently uses will require
modification or replacement. However, the
General Partners do not believe that the
future efforts to achieve the Partnership's
Year 2000 compliance initiatives will result
in material cost to the Partnership or
significantly interrupt services or
operations.
The General Partners are in the process of
evaluating the potential adverse impact that
could result from the failure of material
third-party service providers (including but
not limited to its banks and
telecommunications providers) and significant
vendors to be Year 2000 ready. No estimate
can be made at this time as to the impact of
the readiness of such third parties. However,
if any of the third party service providers
cease to conduct business due to Year 2000
related problems, the General Partners expect
to be able to contract with alternate
providers without experiencing any material
adverse effects on the Partnership's financial
condition and results of operations. The
Partnership is in the process of coordinating
their contingency plan with the property
manager, in charge of operations.
Operations
The following discussion relates to the
operations of the Partnership and its
properties (Fenland Field, Pavillion and
Walden Pond Apartments) for the years ended
December 31, 1998, 1997 and 1996. The sale of
Indian Run Apartments in March, 1998,
significantly impacts the comparability of the
Partnership's operations among the three
years.
1998 compared to 1997
Net income, net of Indian Run's activity,
increased during 1998 when compared to 1997
with an increase in total revenue and a
decrease in total expenses. The increase in
total revenue is a result of rental rate
increases implemented at all the Partnership's
properties in 1998. Interest income also
increased due to higher cash and cash
equivalent balances available for investment.
Total expenses in 1998, net of Indian Run's
activity, decreased as compared to 1997, with
decreases in operating and depreciation and
amortization expenses, partially offset by a
rise in real estate taxes and interest
expense. Operating expense decreased as a
result of a reduction in liability and workers
compensation expense at the Partnership's
properties, due to lower claims experience.
Depreciation and amortization expense
decreased as fixed asset additions purchased
in previous years became fully depreciated.
Real estate taxes increased due to an increase
in the assessed values of the Partnership's
properties. Interest expense increased as a
result of the Walden Pond additional note.
For further discussion of this note, see Note
E to the Consolidated Financial Statements
included in Item 8 (Appendix A) of this
report.
1997 compared to 1996
Net income increased in 1997 as compared to
1996, as the increase in revenue more than
offset the increase in expenses. Rental
revenue increased as a result of rental rate
increases implemented at all the Partnership's
properties, as well as improved average
occupancy rates at two properties in 1997 as
compared to 1996. This increase was slightly
offset by a decrease in other income due to
lower average cash balances available for
investment.
Total expenses, including general and
administrative, management fees and
depreciation, increased in 1997 as compared to
1996. General and administrative expense
increased as a result of legal, mailing and
printing costs related to the Partnership's
response to the unsolicited tender offers to
purchase Partnership Units. In addition,
expenses related to the preparation and
mailing of Partnership reports and other
investor communications increased. Management
fees increased in conjunction with higher
revenues, as discussed above. Depreciation
expense increased as a result of continued
capital improvements at all the Partnership's
properties. These increases were partially
offset by a decrease in maintenance expense as
a result of extensive parking lot repairs and
building exterior expenditures completed in
1996 at Indian Run and Pavillion Apartments.
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA
See Appendix A to this report.
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND
EXECUTIVE OFFICERS OF THE REGISTRANT
The Partnership has no directors or executive
officers. Information as to the directors and
executive officers of The Krupp Corporation,
which is a General Partner of both KRLP-IV and
The Krupp Company Limited Partnership-II, the
other General Partner of KRLP-IV, is as
follows:
Position with
Name and Age The Krupp Corporation
Douglas Krupp (52) President and Co-Chairman of the
Board
George Krupp (54) Co-Chairman of the Board
Wayne H. Zarozny (40)
Treasurer
Douglas Krupp co-founded and serves as Co-
Chairman and Chief Executive Officer of The
Berkshire Group, an integrated real estate
financial services firm engaged in real estate
acquisition, mortgage banking, investment
sponsorship, venture capital investing and
financial management. Mr. Krupp has held the
position of Co-Chairman since The Berkshire
Group was established as The Krupp Companies
in 1969 and he has served as the Chief
Executive Officer since 1992. Mr. Krupp
serves as Chairman of the Board and Director
of Berkshire Realty Company, Inc. (NYSE-BRI)
and he is also a member of the Board of
Trustees at Brigham & Women's Hospital. He is
a graduate of Bryant College where he received
an honorary Doctor of Science in Business
Administration in 1989 and was elected trustee
in 1990.
George Krupp is the Co-Founder and Co-
Chairman of The Berkshire Group, an integrated
real estate financial services firm engaged in
real estate acquisition, mortgage banking,
investment sponsorship, venture capital
investing and financial management. Mr.
Krupp has held the position of Co-Chairman
since The Berkshire Group was established as
The Krupp Companies in 1969. Mr. Krupp has
been an instructor of history at the New
Jewish High School in Waltham, Massachusetts
since September of 1997. Mr. Krupp attended
the University of Pennsylvania and Harvard
University 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 asset management, accounting,
financial reporting and treasury 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, 1998, beneficial owners of record owning more
than 5% of the Partnership's 30,000 outstanding Units were as
follows:
<TABLE>
<CAPTION>
Title Name and Address Amount and Nature Percent
of of of of
Class Beneficial Owner Beneficial Ownership Class
Investor Equity Resource Fund
Limited XVII LP
Partner 14 Story Street
<S> <C> <C>
Units Cambridge, MA 02138 394.5 Units 3.0%
Investor Equity Resource Fund
Limited XVI LP
Partner 14 Story Street
Units Cambridge, MA 02138 419 Units 1.4%
Investor Equity Resource Fund
Limited XIX LP
Partner 14 Story Street
Units Cambridge, MA 02138 211 Units 0.7%
Investor Equity Resource
Limited Cambridge Fund LP
Partner 14 Story Street
Units Cambridge, MA 02138 160 Units 0.5%
Investor Equity Resource
Limited General Fund LP
Partner 14 Story Street
Units Cambridge, MA 02138 20 Units 0.1%
Total 1,704.50 Units 5.7%
</TABLE>
The only interests held by management or its affiliates consist of
its General Partner and Original Limited Partner Interests.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Partnership does not have any directors, executive officers or
nominees for election as director.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) 1.
Consolidated Financial Statements - see Index to Consolidated
Financial Statements and Schedule included under Item 8 (Appendix A),
on page F-2 of this Report.
2.
Consolidated Financial Statement Schedule - see Index to
Consolidated Financial Statements and Schedule included under Item
8 (Appendix A), on page F-2 of this Report. All other schedules are
omitted as they are not applicable or not required or the information
is provided in the Consolidated Financial Statements or the Notes
thereto.
(b) Exhibits:
Number and Description Under Regulation S-K
The following reflects all applicable Exhibits required under
Item 601 of Regulation S-K:
(4) Instruments defining the rights of security holders
including indentures:
(4.1)
Amended Agreement of Limited Partnership dated as of
January 12, 1983 [Exhibit A to Prospectus included in
Registrant's Registration Statement on Form S-11
(File 2-80650)].*
(4.2)
Amended Certificate of Limited Partnership filed with the
Massachusetts Secretary of State on March 31, 1983 [Exhibit 4.2
to Registrant's Annual Report on Form 10-K dated December 31, 1983
(File No. 2-80650)].*
(10) Material Contracts
Fenland Field Apartments
(10.1)
Management Agreement dated December 19, 1986 between
Krupp Realty Limited Partnership-IV, as Owner, and
BRI OP Limited Partnership, formerly known as
Berkshire Property Management, a subsidiary of
Berkshire Realty Company, Inc. [Exhibit 10.3 to
Registrant's Annual Report on Form 10-K dated
December 31, 1986 (File No. 0-11987)].*
(10.2)
Modification and Restatement of Promissory Note dated April 28, 1993
between Krupp Realty Limited Partnership-IV and John Hancock Mutual
Life Insurance Company [Exhibit 10.2 to Registrant's Annual Report
on Form 10-K dated December 31, 1993 (File No. 0-11987)].*
(10.3)
Modification and Restatement of Indemnity Deed of Trust and Security
Agreement dated April 28, 1993 between Krupp Realty Limited
Partnership-IV and John Hancock Mutual Life Insurance Company
[Exhibit 10.3 to Registrant's Annual Report on Form 10-K dated
December 31, 1993 (File No. 0-11987)].*
Walden Pond Apartments
(10.4)
Management Agreement dated June 2, 1983 between Krupp Realty Limited
Partnership-IV, as Owner, and BRI OP Limited Partnership, formerly
known as Berkshire Property Management, a subsidiary of Berkshire
Realty Company, Inc. [Exhibit 10.19 to Registrant's Annual Report on
Form 10-K dated December 31, 1983 (File No. 2-80650)].*
(10.5)
Certificate of Limited Partnership of Westbridge Partners, Ltd.,
executed March 1, 1990. [Exhibit 19.9 to Registrant's Report on Form
10-Q dated June 30, 1990 (File No. 0-11987)].*
(10.6)
Westbridge Partners, Ltd. Agreement of Limited Partnership executed
March 1, 1990. [Exhibit 20.1 to Registrant's Report on Form 10-Q
dated June 30, 1990 (File No. 0-11987)].*
(10.7)
Bill of Sale Agreement between Krupp Realty Limited Partnership-IV
and Westbridge Partners, Ltd., executed March 1, 1990. [Exhibit
20.2 to Registrant's Report on Form 10-Q dated June 30, 1990 (File
No. 0-11987)].*
(10.8)
Westbridge Partners, Ltd. First Amendment to Agreement of Limited
Partnership, executed April 9, 1990. [Exhibit 20.3 to Registrant's
Report on Form 10-Q dated June 30, 1990 (File No. 0-11987)].*
(10.9)
Order Granting Motion of First Boston Mortgage Capital Corp. for
Relief from the Automatic Stay dated January 28, 1992. [Exhibit C to
Registrant's Report on Form 8-K dated March 3, 1992 (File No. 0-
11987)].*
(10.10)
Modification Agreement dated February 28, 1992 between Westbridge
Partners, Ltd. and University Mortgage Acquisition Corp. [Exhibit
10.14 to Registrant's Annual Report on Form 10-K dated December 31,
1993 (File No. 0-11987)].*
(10.11)
Renewal Multifamily Note dated February 28, 1992 between Westbridge
Partners, Ltd. and University Mortgage Acquisition Corp. [Exhibit
10.15 to Registrant's Annual Report on Form 10-K dated December 31,
1993 (File No. 0-11987)].*
(10.12)
Renewal Multifamily Deed of Trust, Assignment of Rents and Security
Agreement dated February 28, 1992 by Westbridge Partners, Ltd. and
John M. Walker, Jr., as Trustee, and University Mortgage Acquisition
Corp. [Exhibit 10.16 to Registrant's Annual Report on Form 10-K
dated December 31, 1993 (File No. 0-11987)].*
Pavillion Apartments
(10.13)
Management Agreement dated June 2, 1983 between Krupp Realty
Limited Partnership-IV, as Owner, and BRI OP Limited
Partnership, formerly known as Berkshire Property Management,
a subsidiary of Berkshire Realty Company, Inc. [Exhibit 10.25
to Registrant's Annual Report on Form 10-K dated December 31,
1983 (File No. 2-80650)].*
(10.14)
Certificate of Limited Partnership of Pavillion Partners, Ltd.,
executed March 1, 1990. [Exhibit 19.1 to Registrant's Report on
Form 10-Q dated June 30, 1990 (File No. 0-11987)].*
(10.15)
Pavillion Partners, Ltd. Agreement of Limited Partnership executed
March 1, 1990. [Exhibit 19.2 to Registrant's Report on Form 10-Q
dated June 30, 1990 (File No. 0-11987)].*
(10.16)
Bill of Sale Agreement between Krupp Realty Limited Partnership-IV
and Pavillion Partners, Ltd., executed March 1, 1990. [Exhibit
19.3 to Registrant's Report on Form 10-Q dated June 30, 1990 (File
No. 0-11987)].*
(10.17)
Pavillion Partners, Ltd. First Amendment to Agreement of Limited
Partnership, executed April 9, 1990. [Exhibit 19.4 to Registrant's
Report on Form 10-Q dated June 30, 1990 (File No. 0-11987)].*
(10.18)
Pavillion Partners, Ltd. Chapter 11 Voluntary Petition executed June
4, 1990 in The United States Bankruptcy Court for the Northern
District of Texas, Dallas Division. [Exhibit 10.51 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1990
(File No. 0-11987)].*
(10.19)
Pavillion Partners, Ltd., Debtor's First Amended Plan of
Reorganization executed January 16, 1991 in The United States
Bankruptcy Court for the Northern District of Texas, Dallas
Division. [Exhibit 10.52 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1990 (File No. 0-11987)].*
(10.20)
Promissory Note dated April 13, 1994 by and between Pavillion
Partners, Ltd. and Sunlife Insurance Company of America. [Exhibit
10.1 to Registrant's Report on Form 10-Q dated June 30, 1994 (File
No. 0-11987)].*
(10.21)
Deed of Trust and Security Agreement dated April 13, 1994 between
Pavillion Partners, Ltd. and Sunlife Insurance Company of America.
[Exhibit 10.2 to Registrant's Report on Form 10-Q dated June 30,
1994 (File No. 0-11987)].*
* Incorporated by reference.
(c) Reports on Form 8-K
During the last quarter of the year ended December 31, 1998 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 30th day of
March, 1999.
KRUPP REALTY LIMITED PARTNERSHIP-IV
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 30th day of March, 1999.
Signatures Titles
/s/ Douglas Krupp President, Co-Chairman (Principal
Douglas Krupp Executive Officer) and Director of
The Krupp Corporation, a General
Partner.
/s/ George Krupp Co-Chairman (Principal Executive
George Krupp Officer) and Director of The
Krupp
Corporation, a General Partner.
/s/ Wayne H. Zarozny Treasurer of the Krupp
Corporation,
Wayne H. Zarozny a General Partner.
APPENDIX A
KRUPP REALTY LIMITED PARTNERSHIP-IV AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
ITEM 8 OF FORM 10-K
ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION
For the Year Ended December 31, 1998
KRUPP REALTY LIMITED PARTNERSHIP-IV AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
Report of Independent Accountants F-3
Consolidated Balance Sheets at December 31, 1998 and
December 31, 1997 F-4
Consolidated Statements of Operations For the Years Ended
December 31, 1998, 1997 and 1996 F-5 - F-6
Consolidated Statements of Changes in Partners' Deficit
For the Years Ended December 31, 1998, 1997 and 1996 F-7
Consolidated Statements of Cash Flows For the Years Ended
December 31, 1998, 1997 and 1996 F-8
Notes to Consolidated Financial Statements F-9 - F-17
Schedule III - Real Estate and Accumulated DepreciationF-18 - F-19
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 Realty Limited Partnership-IV and Subsidiaries:
In our opinion, the consolidated financial
statements and the financial statement
schedule listed in the index on page F-2
present fairly, in all material respects, the
financial position of Krupp Realty Limited
Partnership-IV and Subsidiaries (the
"Partnership") at December 31, 1998 and
December 31, 1997, and the results of their
operations and their cash flows for each of
the three years in the period ended December
31, 1998, in conformity with generally
accepted accounting principles. 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
of these statements in accordance with
generally accepted auditing standards, which
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,
assessing the accounting principles used and
significant estimates made by management, and
evaluating the overall financial statement
presentation. We believe that our audits
provide a reasonable basis for the opinion
expressed above.
Boston, Massachusetts /s/ PricewaterhouseCoopers LLP
February 10, 1999
<PAGE>
KRUPP REALTY LIMITED PARTNERSHIP-IV AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 1998 and 1997
<TABLE>
<CAPTION>
ASSETS
1998 1997
Multi-family apartment complexes,
net of accumulated depreciation of
$23,263,961 and $26,859,567, respectively
<S> <C> <C>
(Notes D and E) $11,585,489 $14,947,503
Cash and cash equivalents (Note C) 774,230 402,621
Replacement reserve and repair escrows (Note E) -
302,985
Prepaid expenses and other assets 795,705 852,446
Deferred expenses, net of accumulated
amortization of $256,510 and $218,977,
respectively 90,528 212,763
Total assets $13,245,952 $16,718,318
LIABILITIES AND PARTNERS' DEFICIT
Liabilities:
Mortgage notes payable (Note E) $16,933,049 $20,327,586
Due to affiliates (Note H) 10,734 41,571
Other liabilities (Note F) 938,569 1,212,728
Total liabilities 17,882,352 21,581,885
Partners' deficit (Note G):
Investor Limited Partners
(30,000 Units outstanding) (2,979,654) (3,216,956)
Original Limited Partner (1,351,830) (1,339,425)
General Partners (304,916) (307,186)
Total Partners' deficit (4,636,400) (4,863,567)
Total liabilities and Partners' deficit$13,245,952$16,718,318
</TABLE>
The accompanying notes are an integral
part of the consolidated financial statements.<PAGE>
KRUPP REALTY LIMITED PARTNERSHIP-IV AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
1998 1997 1996
Revenue:
<S> <C> <C> <C>
Rental $ 7,066,401 $ 7,667,293$ 7,195,526
Other income (Note C) 102,842 53,992 112,117
Total revenue 7,169,243 7,721,285 7,307,643
Expenses:
Operating (Note H) 1,916,491 2,169,020 2,204,240
Maintenance 606,271 677,491 722,959
Real estate taxes 724,018 759,158 743,584
Management fees (Note H) 287,049 308,841 269,428
General and administrative (Note H)138,201 153,734 120,653
Depreciation and amortization 1,762,642 2,179,399 2,106,590
Interest (Note E) 1,154,453 1,312,291 1,294,247
Total expenses 6,589,125 7,559,934 7,461,701
Income (loss) before minority
interest, gain on sale of property
and extraordinary loss 580,118 161,351 (154,058)
Minority interest (6,028) (4,235) (2,822)
Gain on sale of property (Note D) 2,960,743 - -
Income (loss) before extraordinary
loss 3,534,833 157,116 (156,880)
Extraordinary loss from early
extinguishment of debt (Note D) (389,523) - -
Net income (loss) (Note I) $ 3,145,310 $ 157,116$ (156,880)
Allocation of net income (loss)
(Note G):
Investor Limited Partners
(30,000 Units outstanding):
Income (loss) before gain on
sale of property and
extraordinary loss $ 545,386 $ 149,260$ (149,036)
Gain on sale of property 2,931,136 - -
Extraordinary loss (385,628) - -
Net income (loss) $ 3,090,894 $ 149,260$ (149,036)
Investor Limited Partners
Per Unit:
Income (loss) before gain on
sale of property and
extraordinary loss $ 18.18 $ 4.98$ (4.97)
Gain on sale of property 97.70 - -
Extraordinary loss (12.85) - -
Net income (loss) $ 103.03 $ 4.98 $ (4.97)
Continued
KRUPP REALTY LIMITED PARTNERSHIP-IV AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS, Continued
For the Years Ended December 31, 1998, 1997 and 1996
1998 1997 1996
Original Limited Partner
(100 Units outstanding):
Income (loss) before gain on
sale of property and
extraordinary loss $ 22,964 $ 6,285$ (6,275)
Gain on sale of property - - -
Extraordinary loss - - -
Net income (loss) $ 22,964 $ 6,285$ (6,275)
General Partners:
Income (loss) before gain on
sale of property and
extraordinary loss $ 5,740 $ 1,571$ (1,569)
Gain on sale of property 29,607 - -
Extraordinary loss (3,895) - -
Net income (loss) $ 31,452 $ 1,571$ (1,569)
</TABLE>
The accompanying notes are an integral
part of the consolidated financial statements.<PAGE>
KRUPP REALTY LIMITED PARTNERSHIP-IV AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
For the Years Ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
Investor Original Total
Limited Limited General Partners'
Partners Partner Partners Deficit
Balance at
<S> <C> <C> <C> <C>
December 31, 1995$ 322,527 $(1,245,119)$ (270,478) $(1,193,070)
Distributions (2,419,804) (47,158) (24,920) (2,491,882)
Net loss (149,036) (6,275) (1,569) (156,880)
Balance at
December 31, 1996(2,246,313) (1,298,552) (296,967) (3,841,832)
Distributions (1,119,903) (47,158) (11,790) (1,178,851)
Net income 149,260 6,285 1,571 157,116
Balance at
December 31, 1997(3,216,956)(1,339,425) (307,186) (4,863,567)
Distributions
(Note G) (2,853,592) (35,369) (29,182) (2,918,143)
Net income (Note G) 3,090,894 22,964 31,452 3,145,310
Balance at
December 31, 1998$ (2,979,654)$(1,351,830)$ (304,916)$(4,636,400)
</TABLE>
The per Unit distributions for the years ended December 31, 1998,
1997 and 1996 were $95.12, $37.33 and $80.66, respectively, of
which $67.12, $0 and $43.33 represented a return of capital,
respectively.
The accompanying notes are an integral
part of the consolidated financial statements.<PAGE>
KRUPP REALTY LIMITED PARTNERSHIP-IV AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
1998 1997 1996
Cash flows from operating activities:
<S> <C> <C> <C>
Net income (loss) $ 3,145,310 $ 157,116$ (156,880)
Adjustment to reconcile net income
(loss) to net cash provided by
operating activities:
Depreciation and amortization 1,762,642 2,179,399 2,106,590
Interest earned on repair escrow(12,898) - -
Gain on sale of property (2,960,743) - -
Extraordinary loss from early
extinguishment of debt 389,523 - -
Changes in assets and liabilities:
Decrease (increase) in prepaid
expenses and other assets 23,019 (42,867) (127,399)
Increase (decrease) in other
liabilities (276,153) (3,997) 171,778
Increase (decrease) in due to
affiliates (30,837) 9,179 (65,448)
Releases from real estate tax
and insurance escrows due to
sale of property 33,722 - -
Net cash provided by
operating activities 2,073,585 2,298,830 1,928,641
Cash flows from investing activities:
Deposits to replacement reserve and
repair escrows (10,769) (962,861) (62,861)
Withdrawals from replacement reserve
and repair escrows 315,159 691,827 49,976
Release from replacement reserve
escrow due to sale of property 11,493 - -
Additions to fixed assets (1,085,983) (1,498,413) (530,823)
Increase (decrease) in other
liabilities for fixed asset
additions 1,994 (6,289) 6,289
Proceeds from sale of property, net 5,711,482 - -
Net cash provided by (used
in) investing activities4,943,376 (1,775,736) (537,419)
Cash flows from financing activities:
Proceeds from note payable - 900,000 -
Principal payments on mortgage
notes payable (756,495) (764,552) (746,022)
Repayment of mortgage note payable (2,638,042) - -
Decrease (increase) in deferred
expenses 3,191 (33,082) -
Payment of prepayment premium (335,863) - -
Distributions (2,918,143) (1,178,851) (2,491,882)
Net cash used in financing
activities (6,645,352) (1,076,485) (3,237,904)
Net increase (decrease) in cash and
cash equivalents 371,609 (553,391) (1,846,682)
Cash and cash equivalents,
beginning of year 402,621 956,012 2,802,694
Cash and cash equivalents, end of year$ 774,230$ 402,621$ 956,012
</TABLE>
The accompanying notes are an integral
part of the consolidated financial statements.<PAGE>
KRUPP REALTY LIMITED PARTNERSHIP-IV AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A.Organization
Krupp Realty Limited Partnership-IV ("KRLP-
IV") was formed on December 1, 1982 by filing
a Certificate of Limited Partnership in The
Commonwealth of Massachusetts. KRLP-IV
terminates on December 31, 2020, unless
earlier terminated upon the sale of the last
of KRLP-IV and Subsidiaries' properties or
the occurrence of certain other events as set
forth in the Partnership Agreement.
KRLP-IV issued all of the General Partner
Interests to The Krupp Corporation, a
Massachusetts corporation, and The Krupp
Company Limited Partnership-II, a
Massachusetts limited partnership, in exchange
for capital contributions aggregating $1,000.
Except under certain limited circumstances
upon termination of KRLP-IV, the General
Partners are not required to make any
additional capital contributions. KRLP-IV
also issued all of the Original Limited
Partner Interests to The Krupp Company Limited
Partnership-II in exchange for a capital
contribution of $4,000. The Original Limited
Partner is not required to make any additional
capital contributions to KRLP-IV. On January
18, 1983, KRLP-IV commenced the offering of up
to 30,000 Units of Investor Limited Partner
Interests (the "Units"). As of March 31,
1983, KRLP-IV received subscriptions for all
30,000 Units at $1,000 per Unit and therefore,
the public offering was successfully completed
on that date.
In 1990, the General Partners on behalf of
KRLP-IV formed three limited partnerships:
Pavillion Partners, Ltd., Copper Creek
Partners, Ltd. and Westbridge Partners, Ltd.
At the same time, the General Partners
transferred ownership of Pavillion Apartments
to Pavillion Partners, Ltd., Copper Creek
Apartments to Copper Creek Partners, Ltd., and
Walden Pond Apartments to Westbridge Partners,
Ltd. in exchange for KRLP-IV's 99% Limited
Partner Interest in the new entities. Westcop
Corporation, an affiliate of the General
Partners, contributed a total of $11,216 in
cash to the entities and is the General
Partner in each, with a 1% interest. On March
3, 1992, Copper Creek was foreclosed upon by
the holder of the first and second mortgage
notes pursuant to an agreement approved by the
Bankruptcy Court.
KRLP-IV, Pavillion Partners, Ltd., and
Westbridge Partners, Ltd. are collectively
known as Krupp Realty Limited Partnership-IV
and Subsidiaries (collectively the
"Partnership").
As of December 31, 1998, the Partnership owned
three multi-family apartment complexes.
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).
Basis of Presentation
The consolidated financial statements present
the consolidated assets, liabilities and
operations of Pavillion Partners, Ltd.,
Westbridge Partners, Ltd. and KRLP-IV (see
Note A). All intercompany balances and
transactions have been eliminated. At
December 31, 1998 and 1997, minority interest
of $15,709 and $21,736, respectively, was
included in other assets.
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.
Continued<PAGE>
KRUPP REALTY LIMITED PARTNERSHIP-IV AND
SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,
Continued
B.Significant Accounting Policies, Continued
Risks and Uncertainties, Continued
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.
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.
Depreciation
Depreciation is provided for by the use of the
straight-line method over estimated useful
lives of the related assets as follows:
Buildings and improvements 3 to 25
years
Appliances, carpeting and equipment3 to 8
years
Deferred Expenses
Costs of obtaining and recording mortgages on
the properties are amortized over the term of
the related mortgage notes using the straight-
line method which approximates the effective
interest method.
Income Taxes
The Partnership is not liable for federal or
state income taxes as 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 Partnership taxable income or loss,
such change will be reported to the Partners.
Continued
KRUPP REALTY LIMITED PARTNERSHIP-IV AND
SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,
Continued
B.Significant Accounting Policies, Continued
Descriptive Information About Reportable
Segments
During the fourth quarter of 1998, the
Partnership adopted the Financial Accounting
Standards Board's Statement of Financial
Accounting Standards No. 131, "Disclosures
About Segments of an Enterprise and Related
Information ("Statement No. 131"). Statement
No. 131 superseded FASB Statement No. 14,
"Financial Reporting for Segments of a
Business Enterprise". Statement No. 131
establishes standards for the way that public
business enterprises report information
regarding reportable operating segments. The
adoption of Statement No. 131 did not affect
the results of operations or financial
position of the Partnership.
The Partnership operates and develops
apartment communities which generate rental
and other income through the leasing of
apartment units. The General Partners
separately evaluate the performance of each of
the Partnership's apartment communities.
However, because each of the apartment
communities have similar economic
characteristics, facilities, services and
tenants, the apartment communities have been
aggregated into a single dominant apartment
communities segment.
All revenues are from external customers and
no revenues are generated from transactions
with other segments. There are no tenants
which contributed 10% or more of the
Partnership's total revenue during 1998, 1997
or 1996.
Reclassifications
Certain prior year balances have been
reclassified to conform with current year
consolidated financial statement presentation.
C.Cash and Cash Equivalents
Cash and cash equivalents consisted of the
following:
<TABLE>
<CAPTION>
December 31, December 31,
1998 1997
<S> <C> <C>
Cash and money market accounts$ 774,230 $ 402,621
Commercial paper - -
$ 774,230 $ 402,621
</TABLE>
D.Sale of Indian Run Apartments
On March 31, 1998, the Partnership sold Indian
Run Apartments ("Indian Run"), a 256-unit
multi-family apartment complex, located in
Abilene, Texas, to an unaffiliated third
party. The Partnership received $5,850,000,
less repayment of the mortgage note payable
and interest of $2,658,664 and closing costs
of $138,518. For financial reporting
purposes, the Partnership realized a gain of
$2,960,743 on the sale. The gain was
calculated as the difference between the
property's selling price less net book value
of the property and closing costs.
In conjunction with the sale of the property
on March 31, 1998, the Partnership prepaid the
mortgage note. As a result of the retirement
of debt, the Partnership incurred a prepayment
premium of $335,863. The prepayment premium,
as well as unamortized deferred mortgage costs
of $53,660, are reported in the Consolidated
Statement of Operations as an extraordinary
loss from early extinguishment of debt.
Continued
KRUPP REALTY LIMITED PARTNERSHIP-IV AND
SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,
Continued
E.Mortgage Notes Payable
The properties owned by the Partnership are
pledged as collateral for the respective non-
recourse mortgage notes payable outstanding at
December 31, 1998 and 1997. Mortgage notes
payable consisted of the following:
<TABLE>
<CAPTION>
Principal
Annual Interest
Property 1998 1997 Rate Maturity Date
Fenland Field
<S> <C> <C> <C> <C>
Apartments$ 4,014,512$ 4,142,659 9.25% June 1, 2000
Indian Run
Apartments - 2,647,719 9.51% -
Walden Pond
Apartments 6,171,477 6,726,440 see below February 28, 1999
Pavillion
Apartments 6,747,060 6,810,768 9.25%May 1,2001
Total $16,933,049 $20,327,586
</TABLE>
Fenland Field Apartments
The property is subject to a non-recourse
mortgage note payable, based on a 20-year
amortization, in equal monthly installments of
principal and interest of $42,167. At
maturity, all unpaid principal ($3,824,206)
and any accrued and unpaid interest are due.
The note may be prepaid subject to certain
prepayment premiums. The mortgage note is
collateralized by the property.
Based on the borrowing rates currently
available to the Partnership for bank loans
with similar terms and average maturities, the
fair value of long-term debt is approximately
$4,157,000 at December 31, 1998. At December
31, 1997, the fair market value could not be
determined since the mortgage note could not
be prepaid until 1998.
Indian Run Apartments
In conjunction with the sale of the property on March 31, 1998,
the Partnership prepaid the mortgage note. As a result of the
retirement of debt, the Partnership incurred a prepayment premium
of $335,863. The prepayment premium, as well as unamortized
deferred mortgage costs of $53,660, are reported in the
Consolidated Statement of Operations as an extraordinary loss
from early extinguishment of debt (see Note D).
Continued
KRUPP REALTY LIMITED PARTNERSHIP-IV AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
E. Mortgage Notes Payable, Continued
Walden Pond Apartments
On February 28, 1992, the prior wrap-
around mortgage note was modified in
bankruptcy court. The modified first
mortgage note with a principal balance of
$5,500,000, which has a stated rate of
9.5%, is being amortized over a 30-year
period and requires monthly payments of
$46,247. For financial reporting
purposes, generally accepted accounting
principles required the Partnership to
reduce the outstanding principal balance
of the mortgage to the sum of the future
cash flow payments required under the
terms of the mortgage, including a final
payment on February 28, 1999 of
approximately $5,200,000. All cash
payments made subsequent to the
restructure are recorded as a reduction of
the principal balance with no interest
expense recognized by the Partnership.
The note may be prepaid at any time,
subject to certain prepayment premiums.
On July 31, 1997, the General Partners
obtained a $900,000 non-recourse note (the
"Note") for Walden Pond Apartments from
the same lender that holds the first
mortgage note. The Note bears interest at
a rate of 9.5% per annum and, commencing
September 1, 1997, requires monthly,
interest-only payments until the maturity
date. The Note matures on February 28,
1999, simultaneous with the first mortgage
note, at which time all outstanding
principal and any accrued interest are
due. The Note may be prepaid in its
entirety without penalty, upon 90 days
written notice, and simultaneous payment
of the first mortgage note. Proceeds from
the Note were deposited into an escrow
account and will be used to fund capital
improvements at the property. The
Partnership paid closing costs of $33,082
to obtain the Note.
On February 28, 1999 the General Partners
refinanced the mortgage notes payable of
$5,500,000 and $900,000 (see Note J).
Based on the borrowing rates currently
available to the Partnership for bank loans
with similar terms and average maturities, the
fair value of long-term debt is approximately
$5,234,000 and $6,300,000 at December 31, 1998
and 1997, respectively.
Pavillion Apartments
The property is subject to a non-recourse
mortgage note payable, based on a 30-year
amortization, in equal monthly installments of
principal and interest of $57,587. At
maturity, all unpaid principal ($6,580,326)
and any accrued and unpaid interest are due.
The note may be prepaid at any time, subject
to certain prepayment premiums.
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
$7,109,000 and $7,200,000 at December 31, 1998
and 1997, respectively.
Due to restrictions on transfers and
prepayment, the Partnership may be unable to
refinance certain mortgage notes payable at
such calculated fair value.
Continued
KRUPP REALTY LIMITED PARTNERSHIP-IV AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
E. Mortgage Notes Payable, Continued
The aggregate scheduled principal amounts of
long-term borrowings due during the five
years ending December 31, 2003 are
$6,380,240, $3,962,221, $6,607,261, $0 and
$0, respectively.
The Partnership paid interest on its
mortgage notes of $1,154,453, $1,304,929 and
1,294,247 during the years ended December
31, 1998, 1997 and 1996, respectively.
F. Other Liabilities
Other liabilities consisted of the following at December 31,
1998 and 1997:
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Accounts payable $ 2,802 $ -
Accrued real estate taxes 521,196 616,682
Other liabilities 258,203 443,491
Tenant security deposits 156,368 152,555
$938,569 $1,212,728
</TABLE>
G.Partners' Deficit
Under the terms of the Partnership Agreement,
profits and losses from operations are
allocated 95% to the Investor Limited
Partners, 4% to the Original Limited Partner
and 1% to the General Partners until such time
that the Investor Limited Partners have
received a return of their total invested
capital plus a 9% per annum cumulative return
thereon. Thereafter, profits and losses will
be allocated 65% to the Investor Limited
Partners, 28% to the Original Limited Partner
and 7% to the General Partners.
In accordance with the Partnership Agreement,
distributions are generally made on the same
basis as the allocations of profits and losses
described above. Upon the occurrence of a
capital transaction, as defined in the
Partnership Agreement, proceeds will be
applied to the payment of all debts and
liabilities of the Partnership then due and
then fund any reserves for contingent
liabilities. Remaining net cash proceeds will
then be distributed 99% to the Investor
Limited Partners until they have received a
return of their total invested capital and 1%
to the General Partners, thereafter net cash
proceeds will be distributed in accordance
with the Partnership Agreement.
Continued
KRUPP REALTY LIMITED PARTNERSHIP-IV AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
G.Partners' Deficit, Continued
As of December 31, 1998, the following
cumulative partner contributions and
allocations have been made since inception
of KRLP-IV:
<TABLE>
<CAPTION>
Investor Original
Limited Limited General
Partners Partner Partners Total
<S> <C> <C> <C> <C>
Capital contributions$ 30,000,000 $ 4,000 $ 1,000 $ 30,005,000
Syndication costs (4,050,000) - - (4,050,000)
Cash distributions:
Operations (7,974,048) (335,762) (83,938) (8,393,748)
Capital
transactions (5,313,560) - (53,673) (5,367,233)
Income (loss):
Operations (27,465,138)(1,317,990) (290,740)(29,073,868)
Capital
transactions11,823,092 297,922 122,435 12,243,449
Balance at
December 31, 1998$(2,979,654)$(1,351,830)$(304,916)$ (4,636,400)
</TABLE>
H.Related Party Transactions
The Partnership pays property management
fees to an affiliate of the General
Partners' for management services. Pursuant
to the management agreements, management
fees are payable monthly at a rate of 5% of
the gross receipts from the properties under
management. The Partnership also reimburses
affiliates of the General Partners for
certain expenses incurred in connection with
the operation of the Partnership and its
properties including administrative
expenses.
Amounts accrued or paid to the General
Partners' affiliates for the years ended
December 31, 1998, 1997 and 1996 were as
follows:
<TABLE>
<CAPTION>
1998 1997 1996
<S> <C> <C> <C>
Property management fees $287,049 $308,841 $269,428
Expense reimbursements 275,788 268,443 256,144
Charged to operations $562,837 $577,284 $525,572
</TABLE>
Due to affiliates consisted of expense
reimbursements of $10,734 and $41,571 at
December 31, 1998 and 1997, respectively.
I.Federal Income Taxes
For federal income tax purposes, the
Partnership is depreciating property using
the Accelerated Cost Recovery System
("ACRS") and the Modified Accelerated Cost
Recovery System ("MACRS") depending on which
is applicable.
Continued
KRUPP REALTY LIMITED PARTNERSHIP-IV AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
I.Federal Income Taxes, Continued
The reconciliation of the net income (loss)
for each year reported in the accompanying
Consolidated Statement of Operations with
the net loss reported in the Partnership's
federal income tax return for the years
ended December 31, 1998, 1997 and 1996 is as
follows:
<TABLE>
<CAPTION>
1998 1997 1996
Net income (loss) per Consolidated
<S> <C> <C> <C>
Statement of Operations $3,145,310 $ 157,116 $ (156,880)
Difference in book to tax
depreciation for Fenland Field
and Indian Run 200,671 59,156 90,299
Difference in Partnership's
share of Pavillion Partners
net loss for tax purposes 172,490 17,560 31,598
Difference in Partnership's
share of Westbridge Partners
net income for tax purposes (128,156) (401,876) (468,815)
Difference between book and tax
gain on sale of property 1,742,577 - -
Net income (loss) for federal
income tax purposes $5,132,892 $(168,044) $ (503,798)
The allocation of the net income for federal income tax purposes
for 1998 is as follows:
Portfolio Passive Income Income Total
Investor Limited
Partners $ 95,183 $4,969,485 $ 5,064,668
Original Limited
Partner 4,008 12,887 16,895
General Partners 1,002 50,327 51,329
$ 100,193 $5,032,699 $ 5,132,892
</TABLE>
During the years ended December 31, 1998, 1997
and 1996 the per Unit net income (loss) to the
Investor Limited Partners for federal income
tax purposes was $168.82, $(5.32) and
$(15.95), respectively.
The basis of the Partnership's assets for
financial reporting purposes exceeded its tax
basis by approximately $3,789,000 and
$6,036,000 at December 31, 1998 and 1997,
respectively. The basis of the Partnership's
liabilities for financial reporting purposes
is less than its tax basis by approximately
$7,580,000 and $7,966,000 at December 31, 1998
and 1997, respectively.
Continued
KRUPP REALTY LIMITED PARTNERSHIP-IV AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
J.Subsequent Event
Subsequent to year-end on February 28, 1999,
the Partnership refinanced the Walden Pond
mortgage notes of $5,500,000 and $900,000 with
monthly principal payments of $6,500 and
$1,100, respectively, and interest payments at
the Contract rate of interest equal to the
greater of (a) 0.5% per annum in excess of the
prime rate, or (b) 8% per annum. The notes
mature on February 28, 2001. <PAGE>
KRUPP REALTY LIMITED PARTNERSHIP-IV AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
<TABLE>
<CAPTION>
Costs Capitalized
Subsequent to
Initial Cost to Partnership Acquisition
Buildings & Buildings & Depreciable
DescriptionEncumbrances Land Improvements Land Improvements Life
Fenland Field
Apartments
<S> <C> <C> <C> <C> <C> <C>
Columbia, MD $ 4,014,512$365,262 $ 4,852,767 $407 $2,612,2043 to 25 Years
Walden Pond Apts.
Houston, TX (a) 6,084,188 906,253 12,040,217 1,211 2,534,230 3 to 25 Years
Pavillion Apts.
Garland, TX 6,747,060 680,621 9,042,535 1,199 1,812,544 3 to 25 Years
Total $ 16,845,760 $1,952,136 $25,935,519 $2,817 $6,958,978
Gross Amounts Carried at
End of Year
Description Land Buildings and
Improvements TotalAccumulated Depreciation Year Year Acquired
Construction
Completed
Fenland Field Apartments Columbia, MD$365,669$7,464,971$7,830,640$5,548,266
1970 1983
Walden PondApts. Houston,TX 907,464 14,574,447 15,481,911 10,141,397
1982 1983
Pavillion Apts.Garland, TX 681,820 10,855,079 11,536,899 7,574,298 19831983
Total$1,954,953 $32,894,49 7$34,849,450 $23,263,961(a)
The mortgage note payable balance per the
Consolidated Balance Sheets includes all
interest payable through maturity (see Note E).
Continued
KRUPP REALTY LIMITED PARTNERSHIP-IV AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION, Continued
December 31, 1998
Reconciliation of Real Estate and Accumulated Depreciation for
each of the three years in the period ended December 31, 1998:
</TABLE>
<TABLE>
<CAPTION>
1998 1997 1996
Real Estate
Balance at beginning
<S> <C> <C> <C>
of year $41,807,070 $ 40,308,657 $ 39,777,834
Acquisition
and improvements 1,085,983 1,498,413 530,823
Sale of property (8,043,603) - -
Balance at end of year $ 34,849,450 $ 41,807,070$ 40,308,657
1998 1997 1996
Accumulated Depreciation
Balance at beginning
of year $ 26,859,567$ 24,742,332 $ 22,689,200
Depreciation expense 1,697,258 2,117,235 2,053,132
Sale of property (5,292,864) - -
Balance at end of year$ 23,263,961$ 26,859,567 $ 24,742,332
</TABLE>
The Partnership uses the cost
basis for property valuation for
both income tax and financial
statement purposes. The
aggregate cost of the
Partnership's real estate for
federal income tax purposes at
December 31, 1998 is $34,854,403
and the aggregate accumulated
depreciation for federal income
tax purposes is $28,753,290.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Krupp
Realty Fund 4 Financial Statements for the twelve months ended December
31, 1998 and is qualified in its entirety by reference to such financial
information.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 774,230
<SECURITIES> 0
<RECEIVABLES> 24,276<F1>
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 771,429
<PP&E> 35,196,488<F2>
<DEPRECIATION> (23,520,471)<F3>
<TOTAL-ASSETS> 13,245,952
<CURRENT-LIABILITIES> 0
<BONDS> 949,303<F4>
16,933,049
0
<COMMON> 0<F5>
<OTHER-SE> (4,636,400)
<TOTAL-LIABILITY-AND-EQUITY> 13,245,952
<SALES> 0
<TOTAL-REVENUES> 7,169,243<F6>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,434,672<F7>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,154,453
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 2,565,192<F8>
<CHANGES> 0
<NET-INCOME> 3,145310<F9>
<EPS-PRIMARY> 0<F9>
<EPS-DILUTED> 0<F9>
<FN>
<F1>Includes all receivables grouped in "prepaid expenses and other assets"
on the Balance Sheet.
<F2>Multi-family complexes of $34,849,450 and deferred expenses of $347,038.
<F3>Accumulated depreciation of $23,263,961 and accumulated amortization of
deferred expenses of $256,510.
<F4>Represents mortgage notes payable.
<F5>Represents total deficit of the General Partners and Limited Partners of
($304,916) and ($4,331,484), respectively.
<F6>Includes all revenue of the Partnership.
<F7>Includes operating expenses of $2,948,012, real estate taxes of $724,018
and depreciation and amortization of $1,762,642.
<F8>Includes gain on sale of property of $2,960,743, loss from extinguishment
of debt of ($389,523) and minority interest of ($6,028).
<F9>Net income allocated $31,452 to the General Partners and $3,113,858 to the
Limited Partners. Average net income per Unit of Limited Partners interest
is $103.03 on 30,000 Units outstanding.
</FN>
</TABLE>
