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 September
30, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from
to
Commission file number 0-14377
Krupp Realty Limited Partnership-VII
Massachusetts
04-2842924
(State or other jurisdiction of
(IRS employer
incorporation or organization)
identification no.)
470 Atlantic Avenue, Boston, Massachusetts
02210
(Address of principal executive offices)
(Zip Code)
(617) 423-2233
(Registrant's telephone number, including
area code)
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the
registrant was required to file such reports),
and (2) has been subject to such filing
requirements for the past 90 days. Yes X
No
The total number of pages in this document is
11.
<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-VII AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
September 30,December 31,
1997 1996
<S> <C> <C>
Real estate assets:
Multi-family apartment complexes, net of
accumulated depreciation of $11,142,891
and $10,420,771, respectively $ 8,655,516 $ 8,770,063
Retail center, net of accumulated
depreciation of $3,970,537, and
$3,676,352, respectively 5,748,589 6,038,521
Total real estate assets 14,404,105 14,808,584
Cash and cash equivalents (Note 2) 2,707,271 1,177,332
Cash restricted for tenant security deposits 28,857 36,823
Replacement reserve escrow - 52,009
Prepaid expenses and other assets 588,951 584,929
Deferred expenses, net of accumulated
amortization of $120,533 and $91,377,
respectively (Notes 3 and 5) 301,992 195,917
Total assets $18,031,176 $16,855,594
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Mortgage notes payable (Note 3) $14,539,741 $12,562,165
Accrued expenses and other liabilities 713,939 853,850
Total liabilities 15,253,680 13,416,015
Partners' equity (deficit) (Note 4):
Investor Limited Partners (27,184 Units
outstanding) 3,471,569 4,072,663
Original Limited Partner (433,275) (384,948)
General Partners (260,798) (248,136)
Total Partners' equity 2,777,496 3,439,579
Total liabilities and Partners' equity $18,031,176 $16,855,594
</TABLE>
The accompanying notes are an integral
part of the consolidated financial statements.
<PAGE>
KRUPP REALTY LIMITED PARTNERSHIP-VII AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Revenue:
Rental $1,156,264 $1,148,701 $3,518,036 $3,435,862
Interest income 23,301 17,290 51,359 56,859
Total revenue 1,179,565 1,165,991 3,569,395 3,492,721
Expenses:
Operating (Note 5)290,816 300,572 857,714 870,776
Maintenance 81,969 101,056 269,575 253,056
Real estate taxes 111,620 130,056 346,431 352,612
General and administrative
(Note 5) 30,767 19,920 104,726 56,622
Management fees (Note 5)
49,536 45,526 153,972 143,483
Depreciation and
amortization 371,563 343,170 1,045,461 980,609
Interest 303,519 275,480 849,510 829,168
Total expenses 1,239,790 1,215,780 3,627,389 3,486,326
Net income (loss)$ (60,225)$ (49,789) $ (57,994)$ 6,395
Allocation of net income
(loss) (Note 4):
Investor Limited Partners
(27,184 Units
outstanding) $ (59,623)$ (49,291)$ (57,414)$ 5,755
Investor Limited Partners
Per Unit $ (2.19)$ (1.81)$ (2.11)$ .21
Original Limited Partner$ - $ - $ - $ 512
General Partners $ (602) $ (498)$ (580)$ 128
</TABLE>
The accompanying notes are an integral
part of the consolidated financial statements.
<PAGE>
KRUPP REALTY LIMITED PARTNERSHIP-VII AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Nine Months
Ended September 30,
1997 1996
<S> <C> <C>
Operating activities:
Net income (loss) $ (57,994)$ 6,395
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Depreciation and amortization 1,045,461 980,609
Changes in assets and liabilities:
Decrease (increase) in cash restricted
for tenant security deposits 7,966 (1,632)
Decrease (increase) in prepaid expenses
and other assets (4,022) 20,421
Decrease in accrued expenses and other
liabilities (136,596) (25,038)
Net cash provided by operating
activities 854,815 980,755
Investing activities:
Deposits to replacement reserve escrow (12,000) (18,000)
Withdrawals from replacement reserve escrow 64,009 23,098
Additions to fixed assets (611,826) (505,302)
Decrease in accrued expenses and other
liabilities related to fixed asset additions (3,315) -
Net cash used in investing
activities (563,132) (500,204)
Financing activities:
Increase in deferred expenses (135,231) -
Proceeds from mortgage note payable 5,280,000 -
Repayment of mortgage note payable (3,172,809) -
Principal payments on mortgage notes payable (129,615) (135,137)
Distributions (604,089) (604,089)
Net cash provided by (used in)
financing activities 1,238,256 (739,226)
Net increase (decrease) in cash and cash
equivalents 1,529,939 (258,675)
Cash and cash equivalents, beginning of period 1,177,332 1,311,037
Cash and cash equivalents, end of period $ 2,707,271$1,052,362
</TABLE>
The accompanying notes are an integral
part of the consolidated financial statements.
<PAGE>
KRUPP REALTY LIMITED PARTNERSHIP-VII AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1)Accounting Policies
Certain information and footnote disclosures
normally included in financial statements
prepared in accordance with generally accepted
accounting principles have been condensed or
omitted in this report on Form 10-Q pursuant
to the Rules and Regulations of the Securities
and Exchange Commission. In the opinion of
the General Partners of Krupp Realty Limited
Partnership-VII and Subsidiaries (the
"Partnership"), the disclosures contained in
this report are adequate to make the
information presented not misleading. See
Notes to the Consolidated Financial Statements
included in the Partnership's Annual Report on
Form 10-K for the year ended December 31, 1996
for additional information relevant to
significant accounting policies followed by
the Partnership.
In the opinion of the General Partners of the
Partnership, the accompanying unaudited
consolidated financial statements reflect all
adjustments necessary to present fairly the
Partnership's consolidated financial position
as of September 30, 1997, its results of
operations for the three and nine months ended
September 30, 1997 and 1996, and its cash
flows for the nine months ended September 30,
1997 and 1996. Certain prior period balances
have been reclassified to conform with current
period consolidated financial statement
presentation.
The results of operations for the three and
nine months ended September 30, 1997 are not
necessarily indicative of the results which
may be expected for the full year. See
Management's Discussion and Analysis of
Financial Condition and Results of Operations
included in this report.
(2) Cash and Cash Equivalents
Cash and cash equivalents consisted of the following:
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
<S> <C> <C>
Cash and money market accounts $2,309,861 $ 285,964
Commercial paper 397,410 891,368
$2,707,271 $ 1,177,332
</TABLE>
At September 30, 1997, commercial paper represents corporate
issues maturing in the fourth quarter of 1997. At September
30, 1997, the carrying value of the Partnership's investment in
commercial paper approximates fair value.
Continued
KRUPP REALTY LIMITED PARTNERSHIP-VII AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(3)Mortgage Notes Payable
On July 30, 1997, the Partnership completed
the refinancing of the Courtyards Village
Apartments mortgage note. The property was
refinanced with a $5,280,000 non-recourse
mortgage note payable at the rate of 7.88% per
annum with monthly principal and interest
payments of $38,302. The mortgage note, which
is collateralized by the property, matures on
August 1, 2007 at which time the remaining
principal (approximately $4,658,637) and any
accrued interest are due. The note may be
prepaid, subject to a prepayment penalty, at
any time with 30 days notice. The Partnership
used the majority of the proceeds from the
refinancing to repay the existing mortgage
note on the property of $3,172,809, pay
closing costs of $102,485 and to establish
various escrows.
(4) Changes in Partners' Equity
A summary of changes in Partners' equity (deficit) for the nine
months ended September 30, 1997 is as follows:
<TABLE>
<CAPTION>
Investor Original Total
Limited Limited General Partners'
Partners Partner Partners Equity
<S> <C> <C> <C> <C>
Balance at
December 31, 1996$4,072,663$(384,948)$(248,136) $3,439,579
Net loss (57,414) - (580) (57,994)
Distributions (543,680) (48,327) (12,082) (604,089)
Balance at
September 30, 1997$3,471,569 $(433,275)$(260,798)$2,777,496
</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 4% of the gross receipts, net of leasing
commissions, from the commercial property under management and
5% of gross receipts from residential properties under
management. The residential management agreements were sold to
BRI OP Limited Partnership, a subsidiary of Berkshire Realty
Company Inc., a publicly traded real estate investment trust
and an affiliate of the General Partners, on February 28, 1997.
The Partnership also reimburses affiliates of the General
Partners for certain expenses incurred in connection with the
operation of the Partnership and its properties including
administrative expenses.
Continued
KRUPP REALTY LIMITED PARTNERSHIP-VII AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(5) Related Party Transactions - Continued
Amounts accrued or paid to the General Partners' affiliates
were as follows:
<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Property management fees$49,536 $ 45,526 $153,972 $ 143,483
Expense reimbursements 41,787 36,521 120,802 107,310
Charged to operations $91,323$ 82,047 $274,774 $ 250,793
</TABLE>
Expense reimbursements due from affiliates of $72,835 and
$14,328 were included in prepaid expenses and other assets at
September 30, 1997 and December 31, 1996, respectively.
In addition to the amounts above, refinancing costs of $52,800
and $0 were paid to the General Partners' affiliates at
September 30, 1997 and December 31, 1996, respectively.<PAGE>
KRUPP REALTY LIMITED PARTNERSHIP-VII AND SUBSIDIARIES
Item 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management's Discussion and Analysis of
Financial Condition and Results of Operations
contains forward-looking statements including
those concerning Management's expectations
regarding the future financial performance and
future events. These forward-looking
statements involve significant risk and
uncertainties, including those described
herein. Actual results may differ materially
from those anticipated by such forward-looking
statements.
Liquidity and Capital Resources
The Partnership's ability to generate cash
adequate to meet its needs is dependent
primarily upon the successful operations of
its real estate investments. Such ability
would also be impacted by the future
availability of bank borrowings and the future
refinancing and sale of the Partnership's
remaining real estate investments. These
sources of liquidity will be used by the
Partnership for payment of expenses related to
real estate operations, capital improvements,
debt service and other expenses. Cash Flow,
if any, as calculated under Section 8.2(a) of
the Partnership Agreement, will then be
available for distribution to the Partners.
On July 30, 1997, the Partnership successfully
completed the refinancing of Courtyards
Village mortgage note payable. The new
$5,280,000 note bears interest at an annual
rate of 7.88%, requires equal monthly
principal and interest installments of
$38,302, and matures on August 1, 2007.
Refinancing proceeds of approximately
$1,860,000 will provide additional liquidity
to fund capital improvements at the
Partnership's properties, Courtyards Village,
Nora Corners and Windsor Apartments. In order
to remain competitive in their respective
markets, the Partnership's properties have
spent approximately $612,000 to date and are
anticipated to spend approximately $1,206,000
for fixed assets in 1997. These improvements
include sign replacements at Windsor
Apartments and interior improvements and
appliance replacements at both Courtyards
Village and Windsor Apartments. Improvements
at Nora Corners primarily consist of tenant
build-outs and upgrades to the exterior of the
building.
Operations
Overall, net income decreased for the three
and nine months ended September 30, 1997 as
compared to the same periods in 1996, as the
increase in total expenses more than offset
the increase in total revenue. Rental revenue
increased as a result of rental rate increases
implemented at Courtyards Village and Windsor
Apartments in 1996 and 1997 as well as late
and relet fees collected in 1997 at Courtyards
Village. Additionally, average occupancy at
Windsor Apartments rose from 95% for the nine
months ended September 30, 1996 to 97% for the
nine months ended September 30, 1997.
Continued
KRUPP REALTY LIMITED PARTNERSHIP-VII AND
SUBSIDIARIES
Operations - Continued
Total expenses for the three months ended
September 30, 1997 increased, when compared to
the same period in 1996, due primarily to
increases in general and administrative,
depreciation and interest expenses, partially
offset by decreases in maintenance and real
estate tax expenses. Costs incurred in
connection with the operation of the
Partnership, including the preparation of
reports and other communications to investors
caused general and administrative expense to
increase. Depreciation expense increased in
conjunction with increased capital
improvements completed at the Partnership's
properties in recent years. The increase in
interest expense was due to the refinancing of
the mortgage note payable at Courtyards
Village. Maintenance expense decreased due to
higher 1996 expenditures at Courtyards Village
and Nora Corners for landscaping and exterior
painting, respectively. Real estate taxes
decreased due to the adjustment of Nora
Corners's and Windsor Apartments's real estate
taxes in the third quarter of 1997 to reflect
expected tax billings.
Total expenses for the nine months ended
September 30, 1997 increased when compared to
the same period in 1996. Maintenance, general
and administrative and depreciation expenses
all increased during this period. Maintenance
expense increased as a result of preventive
pest control at Windsor Apartments and
landscaping at Courtyards Village. The rise
in general and administrative expense was
caused by the costs incurred in connection
with the operation of the Partnership, as
discussed above, as well as legal costs
related to the unsolicited tender offers made
to purchase Partnership Units. Depreciation
expense increased in conjunction with
increased capital improvements completed at
the Partnership's properties in recent years.
<PAGE>
KRUPP REALTY LIMITED PARTNERSHIP-VII AND
SUBSIDIARIES
PART II - OTHER INFORMATION
Item 1.Legal Proceedings
Response: None
Item 2.Changes in Securities
Response: None
Item 3.Defaults upon Senior Securities
Response: None
Item 4.Submission of Matters to a Vote of
Security Holders
Response: None
Item 5.Other Information
Response: None
Item 6.Exhibits and Reports on Form 8-K
Response: None
<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-VII
(Registrant)
BY:/s/Wayne H. Zarozny
Wayne H. Zarozny
Treasurer and Chief Accounting Officer of the
Krupp Corporation, a General Partner.
DATE: November 12, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Krupp Realty
Fund 7 Financial Statements for the nine months ended September 30, 1997 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 2,707,271
<SECURITIES> 0
<RECEIVABLES> 254,367<F1>
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 363,441
<PP&E> 29,940,058<F2>
<DEPRECIATION> (15,233,961)<F3>
<TOTAL-ASSETS> 18,031,176
<CURRENT-LIABILITIES> 713,939
<BONDS> 14,539,741<F4>
0
0
<COMMON> 2,777,496<F5>
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 18,031,176
<SALES> 0
<TOTAL-REVENUES> 3,569,395<F6>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,777,879<F7>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 849,510
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (57,994)<F8>
<EPS-PRIMARY> 0<F8>
<EPS-DILUTED> 0<F8>
<FN>
<F1>Includes all receivables included in "prepaid expenses and other assets" on the
Balance Sheet.
<F2>Multi-family complexes of $19,798,407, retail center of $9,719,126 and deferred
expenses of $422,525.
<F3>Accumulated depreciation of $15,113,428 and accumulated amortization of
$120,533.
<F4>Represents mortgage notes payable.
<F5>Total deficit of the General Partners of ($260,798) equity of Limited Partners
of $3,038,294.
<F6>Includes all revenue of the Partnership.
<F7>Includes operating expenses of $1,385,987, real estate taxes of $346,431 and
depreciation and amortization of $1,045,461.
<F8>Net loss allocated ($580) to the General Partners and ($57,414) to the Limited
Partners. Average net loss per Unit of Limited Partner interest is ($2,11).
</FN>
</TABLE>
