UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended June 30, 1999
OR
TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from
to
Commission file number 0-11987
Krupp Realty Limited Partnership-IV
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)
(617) 523-7722
(Registrant's telephone number, including
area code)
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the
registrant was required to file such reports),
and (2) has been subject to such filing
requirements for the past 90 days. Yes X
No
The total number of pages in this document
is 12.<PAGE>PART I. FINANCIAL INFORMATION
Item 1.CONSOLIDATED FINANCIAL STATEMENTS
This Form 10-Q contains forward-looking
statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934.
Actual results could differ materially from
those projected in the forward-looking
statements as a result of a number of factors,
including those identified herein.
KRUPP REALTY LIMITED PARTNERSHIP-IV AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
(Unaudited)
June 30, December 31,
1999 1998
Multi-family apartment complexes,
net of accumulated depreciation of
$24,004,066 and $23,263,961, respectively
<S> <C> <C>
(Note 3) $11,199,610 $ 11,585,489
Cash and cash equivalents 934,701 774,230
Prepaid expenses and other assets 544,751 795,705
Deferred expenses, net of accumulated
amortization of $258,831 and $256,510,
respectively (Notes 2 and 3) 88,768 90,528
Total assets $12,767,830 $ 13,245,952
LIABILITIES AND PARTNERS' DEFICIT
Liabilities:
Mortgage notes payable (Notes 2 and 3)$16,707,392 $ 16,933,049
Due to affiliates (Note 5) 144,833 10,734
Other liabilities 693,617 938,569
Total liabilities 17,545,842 17,882,352
Partners' deficit (Note 4):
Investor Limited Partners
(30,000 Units outstanding) (3,114,186) (2,979,654)
Original Limited Partner (1,357,494) (1,351,830)
General Partners (306,332) (304,916)
Total Partners' deficit (4,778,012) (4,636,400)
Total liabilities and Partners' deficit $12,767,830 $ 13,245,952
</TABLE>
The accompanying notes are an integral
part of the consolidated financial statements.
KRUPP REALTY LIMITED PARTNERSHIP-IV AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months For the Six Months
Ended June 30, Ended June 30,
1999 1998 1999 1998
Revenue:
<S> <C> <C> <C> <C>
Rental $1,756,054$1,668,950$3,474,181$3,619,131
Other income 13,464 45,701 26,209 69,099
Total revenue 1,769,518 1,714,651 3,500,390 3,688,230
Expenses:
Operating (Note 5) 473,458 501,386 893,202 1,066,532
Maintenance 184,198 144,239 313,195 248,557
Real estate taxes 172,514 160,948 361,497 367,525
Management fees (Note 5) 67,052 74,890 132,254 156,551
General and administrative
(Note 5) 67,024 37,481 97,554 67,819
Depreciation and
amortization 394,133 392,876 772,315 879,650
Interest 373,703 273,476 679,996 610,119
Total expenses 1,732,082 1,585,296 3,250,013 3,396,753
Income before minority
interest, gain (loss) on
sale of property and
extraordinary loss 37,436 129,355 250,377 291,477
Minority interest (555) (925) (2,206) (2,372)
Gain (loss) on sale of
property (Note 3) - (11,391) - 2,967,939
Income before extraordinary
loss 36,881 117,039 248,171 3,257,044
Extraordinary loss from
early extinguishment of
debt (Note 3) - - - (389,523)
Net income $ 36,881$ 117,039 $ 248,171$2,867,521
Allocation of net income
(Note 4):
Investor Limited Partners
(30,000 Units outstanding):
Income before gain (loss)
on sale of property and
extraordinary loss $ 35,037$122,009 $ 235,762$ 274,650
Gain (loss) on sale of
property - (11,277) - 2,938,260
Extraordinary loss - - - (370,047)
Net income $ 35,037$110,732 $ 235,762$2,842,863
</TABLE>
Continued
KRUPP REALTY LIMITED PARTNERSHIP-IV AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS, Continued
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months For the Six Months
Ended June 30, Ended June 30,
1999 1998 1999 1998
Investor Limited Partners
Per Unit:
Income before gain (loss)
on sale of property and
<S> <C> <C> <C> <C>
extraordinary loss $ 1.17 $ 4.07 $ 7.86 $ 9.15
Gain (loss) on sale of
property - (.38) - 97.94
Extraordinary loss - - - (12.33)
Net income $ 1.17 $3.69 $ 7.86$ 94.76
Original Limited Partner
(100 Units outstanding):
Income before gain (loss)
on sale of property and
extraordinary loss $1,475 $5,137 $9,927 $11,564
Gain (loss) on sale of
property - - - -
Extraordinary loss - - - (15,581)
Net income (loss) $1,475 $5,137 $ 9,927 $ (4,017)
General Partners:
Income before gain (loss)
on sale of
property and
extraordinary loss$ 369 $1,284 $ 2,482 $ 2,891
Gain (loss) on sale of
property (114) - 29,679
Extraordinary loss - - - (3,895)
Net income $ 369 $1,170 $ 2,482 $ 28,675
</TABLE>
The accompanying notes are an integral
part of the consolidated financial statements.
KRUPP REALTY LIMITED PARTNERSHIP-IV AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the Six Months
Ended June 30,
1999 1998
Cash flows from operating activities:
<S> <C> <C>
Net income $248,171 $2,867,521
Adjustment to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 772,315 879,650
Interest earned on repair escrow - (12,898)
Gain on sale of property - (2,967,939)
Extraordinary loss from early extinguishment
of debt - 389,523
Changes in assets and liabilities:
Decrease in prepaid expenses and
other assets 250,954 314,774
Decrease in other liabilities (243,230)(432,083)
Increase in due to affiliates 134,099 21,660
Releases from real estate tax and insurance
escrows due to sale of property - 33,722
Net cash provided by operating
activities 1,162,309 1,093,930
Cash flows from investing activities:
Deposits to replacement reserve escrow - (10,769)
Withdrawals from replacement reserve
and repair escrows - 315,159
Release from replacement reserve escrow due to
sale of property - 11,493
Decrease in deferred expenses - 3,191
Increase (decrease) in other liabilities for
fixed asset additions (1,722) 1,905
Additions to fixed assets (354,226) (673,994)
Proceeds from sale of property, net - 5,719,564
Net cash provided by (used in)
investing activities (355,948) 5,366,549
Cash flows from financing activities:
Principal payments on mortgage notes payable(225,657)(380,876)
Distributions (389,783)(2,623,425)
Repayment of mortgage note payable - (2,638,042)
Increase in deferred expenses (30,450) -
Payment of prepayment premium - (335,863)
Net cash used in financing
activities (645,890)(5,978,206)
Net increase in cash and cash equivalents 160,471 482,273
Cash and cash equivalents, beginning of period 774,230 402,621
Cash and cash equivalents, end of period $ 934,701 $ 884,894
</TABLE>
The accompanying notes are an integral
part of the consolidated financial statements.
KRUPP REALTY LIMITED PARTNERSHIP-IV AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1)Accounting Policies
Certain information and footnote disclosures
normally included in financial statements
prepared in accordance with generally accepted
accounting principles have been condensed or
omitted in this report on Form 10-Q pursuant
to the Rules and Regulations of the Securities
and Exchange Commission. In the opinion of
the General Partners of Krupp Realty Limited
Partnership-IV and Subsidiaries (the
"Partnership"), the disclosures contained in
this report are adequate to make the
information presented not misleading. See
Notes to Consolidated Financial Statements
included in the Partnership's Annual Report on
Form 10-K for the year ended December 31, 1998
for additional information relevant to
significant accounting policies followed by
the Partnership.
The consolidated financial statements present
consolidated assets, liabilities and
operations of Pavillion Partners, Ltd.,
Westbridge Partners, Ltd., and Krupp Realty
Limited Partnership-IV. Westcop Corporation
has a 1% interest in the operations of
Westbridge Partners, Ltd. and Pavillion
Partners, Ltd. At June 30, 1999 and December
31, 1998, minority interest of $13,503 and
$15,709, respectively, is included in other
assets.
In the opinion of the General Partners of the
Partnership, the accompanying unaudited
consolidated financial statements reflect all
adjustments (consisting of only normal
recurring accruals) necessary to present
fairly the Partnership's consolidated
financial position as of June 30, 1999, its
results of operations for the three and six
months ended June 30, 1999 and 1998 and its
cash flows for the six months ended June 30,
1999 and 1998. Certain prior period balances
have been reclassified to conform with current
period consolidated financial statement
presentation.
The results of operations for the three and
six months ended June 30, 1999 are not
necessarily indicative of the results which
may be expected for the full year. See
Management's Discussion and Analysis of
Financial Condition and Results of Operations
included in this report.
(2)Mortgage Notes Payable
On February 28, 1999, the Partnership
completed the refinancing of Walden Pond
Apartments' mortgage notes payable of
$5,500,000 and $900,000. Monthly principal
payments on the new mortgage notes are $6,500
and $1,100, respectively, with interest
payments at the Contract rate of interest
equal to the greater of (a) 0.5% per annum in
excess of prime rate, or (b) 8% per annum.
The mortgage notes mature on February 28, 2001
and may be prepaid in whole, but not in part,
without a prepayment premium with 45 days
prior written notice. The Partnership paid
closing costs of $30,450 for the refinancing.
(3)Sale of Property
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
$2,979,330 on the sale as of March 31, 1998.
The Partnership realized a final gain of
$2,960,743 on the sale as of December 31,
1998. The gain was calculated as the
difference between the property's selling
price less net book value of the property and
closing costs.
Continued
KRUPP REALTY LIMITED PARTNERSHIP-IV AND
SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,
Continued
(3)Sale of Property, Continued
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 $53,660, are reported in the Consolidated
Statement of Operations as an extraordinary
loss from early extinguishment of debt.
(4)Changes in Partners' Deficit
A summary of changes in Partners' deficit for
the six months ended June 30, 1999 is as
follows:
<TABLE>
<CAPTION>
Investor Original Total
Limited Limited General Partners'
Partners Partner Partners Deficit
Balance at
<S> <C> <C> <C> <C>
December 31, 1998$(2,979,654)$(1,351,830)$(304,916)$(4,636,400)
Net income 235,762 9,927 2,482 248,171
Distributions (370,294) (15,591) (3,898) (389,783)
Balance at
June 30, 1999 $(3,114,186)$(1,357,494)$(306,332)$(4,778,012)
</TABLE>
(5) 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
were as follows:
<TABLE>
<CAPTION>
For the Three Months For the Six Months
Ended June 30, Ended June 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Property management fees$ 67,052 $ 74,890 $ 132,254$ 156,551
Expense reimbursements 80,457 70,690 108,252 109,642
Charged to operations $147,509$145,580 $ 240,506$ 266,193
</TABLE>
Due to affiliates consisted of expense
reimbursements of $144,833 and$10,734 at June
30, 1999 and December 31, 1998, respectively.
KRUPP REALTY LIMITED PARTNERSHIP-IV AND SUBSIDIARIES
Item 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management's Discussion and Analysis of
Financial Condition and Results of Operations
contains forward-looking statements including
those concerning Management's expectations
regarding the future financial performance and
future events. These forward-looking
statements involve significant risk and
uncertainties, including those described
herein. Actual results may differ materially
from those anticipated by such forward-looking
statements.
Liquidity and Capital Resources
The Partnership's ability to generate cash
adequate to meet its needs is dependent
primarily upon the 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 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. The
current annual distribution rate is $24.69 per
Unit, and is paid semiannually in February and
August. The Partnership made a special
distribution of $2,034,000, $67.12 per Unit,
during the second quarter of 1998 based on the
remaining proceeds from the sale of Indian Run
Apartments.
On March 31, 1998, the Partnership sold Indian
Run 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. Proceeds from the sale were
retained to fund liabilities of the
Partnership and reserves for contingent
liabilities. The balance of the reserves
remaining after satisfaction of such
contingencies were distributed in accordance
with the Partnership Agreement (see Note 3).
On February 28, 1999, the Partnership
completed the refinancing of Walden Pond
Apartments' mortgage notes payable of
$5,500,000 and $900,000 which mature on
February 28, 2001. The Partnership paid
closing costs of $30,450 for the refinancing
(see Note 2).
Two of the Partnership's apartment markets,
Columbia (Fenland) and Houston (Walden Pond),
are currently experiencing an increase in
competition from recently renovated existing
properties and new construction. The General
Partners are in the process of evaluating
strategies to improve the competitiveness,
which may include the possibility of
additional capital expenditures to modernize
the Partnership's properties.
KRUPP REALTY LIMITED PARTNERSHIP-IV AND SUBSIDIARIES
Year 2000
The General Partners of the Partnership
conducted an assessment of the Partnership's
core internal and external computer
information systems and have taken the
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 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. The General Partners
incurred hardware costs as well as consulting
and other expenses related to the
infrastructure and facilities enhancements
necessary to complete the upgrade and prepare
for the Year 2000. There are no other
significant internal systems or software that
the Partnership is using at the present time.
The General Partners of the Partnership have
evaluated Year 2000 compliance issues with
respect to its non-financial systems, such as
computer controlled elevators, boilers,
chillers and other miscellaneous systems. The
General Partners expect all Year 2000
compliance issues identified in its non-
financial systems to be resolved by early in
the fourth quarter. The General Partners of
the Partnership do not believe that future
efforts to achieve Year 2000 compliance in
non-financial systems will result in material
cost to the Partnership.
The General Partners of the Partnership
surveyed the Partnership's material third-
party service providers (including but not
limited to its banks and telecommunications
providers) and significant vendors and
received assurances that such providers and
vendors are to be Year 2000 ready. The
General Partners do not anticipate any
problems with such providers and vendors that
would materially impact its results of
operations, liquidity or captial resources.
Nevertheless, the General Partners are
developing contingency plans for all of its
mission-critical functions' to insure business
continuity.
In addition, the Partnership is also subject
to external forces that might generally affect
industry and commerce, such as utility and
transportation company Year 2000 readiness
failures and related service interruptions.
However, the General Partners do not
anticipate these would materially impact its
results of operations, liquidity or capital
resources.
To date, the Partnership has not incurred, and
does not expect to incur, any significant cost
associated with being Year 2000 ready.
Operations
The following discussion relates to the
operations of the Partnership and its
properties (Fenland Field, Pavillion and
Walden Pond Apartments) for the three and six
months ended June 30, 1999 and 1998. The sale
of Indian Run on March 31, 1998,
significantly impacts the comparability of the
Partnership's operations between these
periods.
Continued
KRUPP REALTY LIMITED PARTNERSHIP-IV AND SUBSIDIARIES
Operations, Continued
Net income, net of Indian Run's activity,
decreased during the three and six months
ended June 30, 1999 when compared to the three
and six months ended June 30, 1998, as the
increase in total expenses more than offset
the increase in total revenue. The increase
in total revenue is a result of rental rate
increases implemented at all of the
Partnership's properties at the end of the
first quarter, as well as an increase in
occupancy at Pavillion Apartments during the
year. Interest income decreased due to lower
cash and cash equivalent balances available
for investment when compared to 1998, a result
of the sale of Indian Run Apartments in 1998.
Total expenses for the three months ended June
30, 1999 increased when compared to the three
months ended June 30, 1998, net of Indian
Run's activity, with increases in maintenance,
general and administrative and interest
expenses. Maintenance increased due to
continued landscaping and other exterior
beautification upgrades at Pavillion and
Walden Pond Apartments, including parking lot
repairs and re-stripping. General and
administrative expense increased due to higher
expenses incurred in connection with
preparation and mailing of Partnership reports
and other investor communications. Interest
expense increased with the refinancing of
Walden Pond Apartments' mortgage notes payable
(see Note 2).
Total expenses for the six months ended June
30, 1999 increased when compared to the six
months ended June 30, 1998, net of Indian
Run's activity, for the reasons discussed
above. However, these increases were
partially offset by a decrease in operating
expense. Operating expense increased in 1999
as a result of an increase in workmen's
compensation expense due to a one-time
beneficial adjustment to the workmen's
compensation reserve in 1998.<PAGE>
KRUPP REALTY LIMITED PARTNERSHIP-IV AND
SUBSIDIARIES
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Response: None
Item 2. Changes in Securities
Response: None
Item 3. Defaults upon Senior Securities
Response: None
Item 4. Submission of Matters to a Vote of Security Holders
Response: None
Item 5. Other Information
Response: None
Item 6. Exhibits and Reports on Form 8-K
Response: None
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Krupp Realty Limited Partnership-IV
(Registrant)
BY:/s/Wayne H. Zarozny
Wayne H. Zarozny
Treasurer and Chief Accounting
Officer of The Krupp
Corporation,
a General Partner
DATE: August 16, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 934,701
<SECURITIES> 0
<RECEIVABLES> 8,299<F1>
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 536,452
<PP&E> 35,551,275<F2>
<DEPRECIATION> (24,262,897)<F3>
<TOTAL-ASSETS> 12,767,830
<CURRENT-LIABILITIES> 838,450
<BONDS> 16,707,392<F4>
0
0
<COMMON> (4,778,012)<F5>
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 12,767,830
<SALES> 0
<TOTAL-REVENUES> 3,500,390<F6>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,570,017<F7>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 679,996
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 2,206<F8>
<CHANGES> 0
<NET-INCOME> 248,171<F9>
<EPS-BASIC> 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 $35,203,676 and deferred expenses of $347,599.
<F3>Accumulated depreciation of $24,004,066 and accumulated amortization
of deferred expenses of $258,831.
<F4>Represents mortgage notes payable.
<F5>Represents total deficit of the General Partners and Limited Partners of
($306,332)and ($4,471,680), respectively.
<F6>Includes all revenue of the Partnership.
<F7>Includes operating expenses of $1,436,205, real estate taxes of $361,497
and depreciation and amortization of $772,315.
<F8>Includes minority interest of ($2,206).
<F9>Net income allocated $2,482 to the General Partners and $245,689 to the
Limited Partners. Average net income per Unit of Limited Partners interest
is $7.86 on 30,000 Units outstanding.
</FN>
</TABLE>
