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 0-14377
Krupp Realty Limited Partnership-VII
(Exact name of registrant as specified in its charter)
Massachusetts 04-2842924
(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 PartnerInterest
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 11-13.
The total number of pages in this document is
31.
<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-VII ("KRLP-
VII") was formed on August 21, 1984 by filing
a Certificate of Limited Partnership in The
Commonwealth of Massachusetts. KRLP-VII
issued all of the General Partner Interests to
two General Partners, The Krupp Corporation, a
Massachusetts corporation, and The Krupp
Company Limited Partnership-II, a
Massachusetts limited partnership. KRLP-VII
also issued all of the Original Limited
Partner Interests to The Krupp Company Limited
Partnership-II. On November 2, 1984, KRLP-VII
commenced an offering of up to 40,000 units of
Investor Limited Partner Interest (the
"Units") for $1,000 per Unit. The public
offering was closed on April 25, 1986, at
which time 27,184 Units had been sold. For
additional details, see Note A to Consolidated
Financial Statements included in Item 8
(Appendix A) of this report. The primary
business of KRLP-VII is to invest in, operate,
refinance and ultimately dispose of a
diversified portfolio of residential and
commercial real estate. KRLP-VII considers
itself to be engaged in only one industry
segment, investment in real estate.
On December 19, 1984 the General Partners
formed Krupp Realty Courtyards Limited
Partnership ("Realty-VII") as a prerequisite
for the refinancing of Courtyards Village East
Apartments ("Courtyards Village"). At the
same time, the General Partners transferred
ownership of Courtyards Village to Realty-VII.
The General Partner of Realty-VII is KRLP-VII.
The Limited Partners of Realty-VII are KRLP-
VII and The Krupp Corporation ("Krupp Corp.").
Krupp Corp. has beneficially assigned its
interest in Realty-VII to KRLP-VII.
On March 31, 1994, the General Partners formed
Windsor Partners Limited Partnership ("Windsor
L.P.") as a prerequisite for the refinancing
of Windsor Apartments. At the same time, the
General Partners transferred ownership of the
property to Windsor L.P. In exchange for the
property, KRLP-VII received 99% Limited
Partnership interest in Windsor L.P. The
General Partner of Windsor L.P. is ST. Windsor
Corporation which has a 1% interest in Windsor
L.P. and is 100% owned by KRLP-VII.
KRLP-VII, Realty-VII and Windsor L.P. are
collectively known as Krupp Realty Limited
Partnership-VII and Subsidiaries (collectively
referred to herein as the "Partnership").
On January 30, 1998, the Partnership sold Nora
Corners Shopping Center ("Nora Corners"), a
shopping center containing 89,432 leasable
square feet, located in Indianapolis, Indiana,
to unaffiliated third parties (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 due to
changes in utility consumption and seasonal
maintenance expenditures. However, the future
performance of the Partnership will depend
upon factors which cannot be predicted. Such
factors include general economic and real
estate market conditions, both on a national
basis and in 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 affect on the Partnership's
operations, and no adverse affect 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) fluctuations in
rental income due to changes in 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
leveraged investments in two apartment
complexes having an aggregate of 524 units.
A summary of the Partnership's real estate
investments as of December 31, 1998 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 Year Ended
Year of December 31,
Description Acquisition Total Units 1998 1997 1996 1995 1994
Courtyards Village
East Apartments
<S> <C> <C> <C> <C> <C> <C> <C>
Naperville, Illinois 1985 224 97% 97% 98% 95% 97%
Windsor Apartments
Garland, Texas 1984 300 97% 96% 96% 95% 94%
524 Units
</TABLE>
The Partnership has no present plans for major improvements or
developments of its real estate. Only improvements necessary to
keep the Partnership's properties competitive in their respective
markets were completed in 1998 and are expected to be completed in
the next year.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the
Partnership is a party or of 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 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 1,400.
One of the objectives of the Partnership is to
generate cash available for distribution.
The Partnership discontinued distributions
during 1989 due to insufficient operating Cash
Flow. In 1994, however, the General Partners
determined that there was sufficient Cash Flow
to reinstate distributions. These
distributions commenced in August, 1994 at a
rate of $5.00 per Unit and thereafter have
been paid semiannually at an annual rate of
$20.00 per Unit.
The Partnership made special capital
distributions in 1998 totaling $86.14 per Unit
with the funds received from the sale of Nora
Corners in 1998. Pursuant to the Partnership
Agreement, distributions from capital
transactions, such as the sale of Nora
Corners, 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.
Due to the special capital distributions as a
result of the sale of Nora Corners and the
subsequent decrease in the Investor Limited
Partners' Capital, the semiannual
distributions are adjusted in 1999 to $18.28
per Unit, beginning with the distribution
payable in February, 1999.
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
(27,184 Units
<S> <C> <C> <C> <C>
outstanding) $2,885,312$ 106.14 $543,679$ 20.00
Original Limited Partner 48,327 48,327
General Partners 35,460 12,082
$2,969,099 $604,088
</TABLE>
<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 used in
conjunction with Management's Discussion and
Analysis of Financial Condition and Results of
Operations and the Consolidated Financial
Statements and Notes thereto, 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 $ 3,989,189$ 4,795,059$ 4,688,515$ 4,537,418 $ 4,286,787
Income (loss) before
gain on sale of
property (298,630) (151,137) 10,513 (24,601) (409,938)
Gain on sale of
property 676,316 - - - -
Net income (loss) 377,686 (151,137) 10,513 (24,601) (409,938)
Net income (loss)
allocated to:
Investor Limited
Partners 373,909 (149,626) 9,462 (24,355) (405,839)
Per Unit 13.75 (5.50) .35 (.90) (14.93)
Original Limited
Partner - - 841 - -
General Partners 3,777 (1,511) 210 (246) (4,099)
Total assets at
December 31, 10,974,526 17,995,610 16,855,594 17,611,547 18,358,061
Long-term obligations at December 31,
10,220,786 14,345,624 12,366,197 12,563,382 12,745,312
Distributions:
Investor Limited
Partners 2,885,312 543,679 543,679 543,679 135,920
Per Unit 106.14 20.00 20.00 20.00 5.00
Original Limited
Partner 48,327 48,327 48,327 48,327 12,082
General Partners 35,460 12,082 12,082 12,082 3,020
</TABLE>
Operating results for the periods presented
are not comparable due to the sale of Nora
Corners Shopping Center on January 30, 1998.
The per Unit distributions for the years ended
December 31, 1998, 1997, 1996, 1995 and 1994
were $106.14, $20.00, $20.00, $20.00 and
$5.00, respectively, of which $86.14 in 1998
represented a return of capital.
Prior performance of the Partnership is not
necessarily indicative of future
operations.<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
This Managements 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 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. In 1994, the
General Partners determined that there was
sufficient Cash Flow to reinstate semiannual
distributions. These distributions commenced
in August 1994 at a rate of $5.00 per Unit and
increased in February 1995 to a rate of $20.00
per Unit. Additionally, the Partnership made
special capital distributions in 1998
totaling $86.14 per Unit based on the
remaining proceeds of the sale of Nora
Corners. 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). Due to the
special capital distributions as a result of
the sale of Nora Corners, and the subsequent
decrease in the Investor Limited Partners'
Capital, the semiannual distributions are
adjusted in 1999 to $18.28 per Unit, beginning
with the distribution payable in February,
1999.
On January 30, 1998, the General Partners
sold Nora Corners to unaffiliated third
parties. The property was included in a
package with thirteen other properties owned
by affiliates of the General Partners. The
total selling price of the fourteen properties
was $138,000,000, of which the Partnership
received $6,604,300 for the sale of its
property, less the payoff of the mortgage note
and its share of the closing costs of $224,512
(see Note D to Consolidated Financial
Statements included in Item 8 (Appendix A) of
this report).
On July 30, 1997, the Partnership
successfully completed the refinancing of the
Courtyards Village East Apartments
("Courtyards Village") mortgage note. The
$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. Net
refinancing proceeds of approximately
$1,860,000 provides additional liquidity to
fund capital improvements at the Partnership's
properties, Courtyards Village and Windsor
Apartments.
In order to remain competitive in their
respective markets, the Partnership's
properties spent approximately $1,829,000 in
1998 and are expecting to spend approximately
$740,000 for fixed assets in 1999, primarily
funded from cash generated from property
operations and the 1997 refinancing proceeds
from Courtyards Village. These improvements
include interior and exterior enhancements,
carpeting and vinyl flooring upgrades, roofing
at Windsor Apartments and the completion of
the rehabilitation project at Courtyards
Village.
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
will 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 Partnership is in the process
of coordinating their contingency plan with
the property manager, in charge of operations.
The General Partners of the Partnership 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.
Operations
The following discussion relates to the
operations of the Partnership and its
properties (Courtyards Village and Windsor
Apartments) for the years ended December 31,
1998, 1997 and 1996. The sale of Nora Corners
on January 30, 1998, significantly impacts the
comparability of the Partnership's operations
between these years.
1998 compared to 1997
Net income, net of Nora Corners's
activity, decreased during 1998 when
compared to 1997 as the increase in
expenses more than offset the increase in
total revenue. Rental revenue increased
as a result of rental rate increases
implemented at both Courtyards Village
and Windsor Apartments. Interest income
increased as a result of interest earned
on the investment of proceeds received
from the sale of Nora Corners.
Total expenses in 1998, net of Nora
Corners's activity, increased when
compared to 1997 due primarily to
increases in depreciation and interest
expenses. This was partially offset by a
decrease in operating expense.
Depreciation expense increased in
conjunction with increased capital
improvements completed at the
Partnership's properties. Interest
expense rose as a result of the
refinancing of the Courtyards mortgage
note in 1997 (see Note E to Consolidated
Financial Statements included in Item 8
(Appendix A) of this report). Operating
expense decreased primarily as a result
of a reduction in liability and workers
compensation expense at the Partnership's
properties, due to lower claims
experience.
1997 compared to 1996
Net income decreased in 1997 when
compared to 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 as well as
late and relet fees collected at
Courtyards Village. Occupancy rates at
the Partnership's properties remained
relatively stable in 1997 when compared
to 1996.
Total expenses in 1997 increased, when
compared to 1996, due primarily to
increases in maintenance, general and
administrative, depreciation and interest
expenses. Maintenance expense increased
due to shrubbery and mulch replacement at
Courtyards Village and preventive pest
control at Windsor Apartments. Costs
incurred in connection with the operation
of the Partnership, including the
preparation of reports and other
communications to investors as well as
legal costs related to the unsolicited
tender offers made to purchase
Partnership Units caused general and
administrative expense to increase.
Depreciation expense increased in
conjunction with increased capital
improvements completed at the
Partnership's properties. Interest
expense rose as a result of the
refinancing of the Courtyards Village
mortgage note (for further discussion of
this matter, see Note E to the
Consolidated Financial Statements,
included in Item 8 (Appendix A) to this
report).
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 KRLP-VII, and
The Krupp Company Limited Partnership-II, the
other General Partner of KRLP-VII, 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 (41) 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 27,184 outstanding Units were as
follows:
Title Name and Address Amount and NaturePercent
of of of of
Class Beneficial Owner Beneficial Ownership Class
InvestorEquity Resource Cambridge Fund L.P.
Limited 14 Story Street
Partner Cambridge, MA 02138
[S] [C] [C]
Units 105.00 Units .39%
InvestorEquity Resource General Fund L.P.
Limited 14 Story Street
Partner Cambridge, MA 02138
Units 30.00 Units .11%
InvestorEquity Resource Brattle Fund L.P.
Limited 14 Story Street
Partner Cambridge, MA 02138
Units 20.00 Units .07%
Investor Equity Fund XV L.P.
Limited 14 Story Street
Partner Cambridge, MA 02138
Units 160.00 Units .59%
InvestorEquity Resource Fund XVI L.P.
Limited 14 Story Street
Partner Cambridge, MA 02138
Units 515.00 Units 1.89%
InvestorEquity Resource Fund XVII L.P.
Limited 14 Story Street
Partner Cambridge, MA 02138
Units 497.50 Units 1.83%
InvestorEquity Resource Fund XVIII L.P.
Limited 14 Story Street
Partner Cambridge, MA 02138
Units 150.00 Units .55%
Investor Equity Fund XIX L.P.
Limited 14 Story Street
Partner Cambridge, MA 02138
Units 186.50 Units .69%
Total 1,664.00 Units 6.12%
[/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, CONSOLIDATED 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 to
this report.
2. Consolidated Financial Statement Schedules - see Index
to Consolidated Financial Statements and Schedule
included under Item 8 (Appendix A), on page F-2 to
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 October 23, 1984 [Exhibit A to Prospectus
included in Registrant's Registration Statement
on Form S-11 (File 2-92889)].*
(4.2) Thirty-Second Amendment and Restatement of
Certificate of Limited Partnership filed with the
Massachusetts Secretary of State on June 4, 1986
[Exhibit 4.2 to Registrant's Report on Form 10-K
dated October 31, 1986 (File No. 0-14377)].*
(10) Material Contracts
Windsor Apartments
(10.1) Purchase and Sale Agreement dated June 3, 1983
between Douglas Krupp, on behalf of himself and
others, and Garland Land Joint Venture [Exhibit
1 to Registrant's Report on Form 8-K dated
December 27, 1984 (File No. 2-92889)].*
(10.2) Property Management Agreement, dated December 27,
1984 between Krupp Realty Limited Partnership-
VII, as Owner and BRI OP Limited Partnership,
formerly known as Berkshire Property Management,
a subsidiary of Berkshire Realty Company, Inc.
[Exhibit 10.4 to Registrant's Report on Form 10-K
for the fiscal year ended October 31, 1984 (File
No. 2-92889)].*
(10.3) Promissory Note dated April 13, 1994 by and
between Windsor Partners Limited Partnership and
Sun Life Insurance Company of America [Exhibit
10.1 to Registrant's Report on Form 10-Q dated
June 30, 1994 (File No. 0-14377)].*
(10.4) Deed of Trust, Security Agreement, Fixture
Filing, Financing Statement and Assignment of
Leases and Rents dated April 13, 1994 from the
grantor, Windsor Partners Limited Partnership, to
the Trustee, Brian C. Rider [Exhibit 10.2 to
Registrant's Report on Form 10-Q dated June 30,
1994 (File No. 0-14377)].*
Courtyards Village East Apartments
(10.5) Purchase and Sale Agreement dated October 12,
1984 between Douglas Krupp on behalf of himself
and others, and The Courtyards Village and The
Courtyards Village Inn-East Apartments
Partnership [Exhibit 1 to Registrant's Report on
Form 8-K dated April 1, 1985 (File 2-92889)].*
(10.6) Amended Trust Agreement dated May 6, 1976 between
The Courtyards Village and The Courtyards Village
Inn-East Apartments Partnership and American
National Bank and Trust Company of Chicago
[Exhibit 2 to Registrant's Report on Form 8-K
dated April 1, 1985 (File No. 2-92889)].*
(10.7) Assignment of Trust of American National Bank and
Trust Company of Chicago dated April 1, 1985
[Exhibit 3 to Registrant's Report on Form 8-K
dated April 1, 1985 (File No. 2-92889)].*
(10.8) Mortgage Note dated January 1, 1973 between
American National Bank and Trust Company of
Chicago and Republic Realty Mortgage Company
[Exhibit 4 to Registrant's Report on Form 8-K
dated April 1, 1985 (File No. 2-92889)].*
(10.9) Modification Agreement dated May 1, 1975 between
American National Bank and Trust Company of
Chicago and Republic Realty Mortgage Corporation.
[Exhibit 5 to Registrant's Report on Form 8-K
dated April 1, 1985 (File No. 2-92889)].*
(10.10) Mortgage Note dated May 18, 1976 between
American National Bank and Trust Company of
Chicago and Republic Realty Mortgage Company
[Exhibit 6 to Registrant's Report on Form 8-K
dated April 1, 1985 (File No. 2-92889)].*
(10.11) Mortgage Agreement dated May 18, 1976 between
American National Bank and Trust Company of
Chicago and Republic Realty Mortgage
Corporation [Exhibit 7 to Registrant's Report
on Form 8-K dated April 1, 1985 (File No.
2-92889)].*
(10.12) Amended HUD Regulatory Agreement dated May 18,
1976 between American National Bank and Trust
Company of Chicago and Republic Realty
Mortgage Corporation [Exhibit 8 to
Registrant's Report on Form 8-K dated April 1,
1985 (File No. 2-92889)].*
(10.13) Consolidation Agreement dated June 14, 1976
between American Bank and Trust Company of
Chicago, as Trustee, and Republic Realty
Mortgage Corporation [Exhibit 9 to
Registrant's Report on Form 8-K dated April 1,
1985 (File No. 2-92889)].*
(10.14) Property Management Agreement, dated April 1,
1985 between Krupp Realty Limited
Partnership-VII, as Owner and BRI OP Limited
Partnership, formerly known as Berkshire
Property Management, an affiliate of Berkshire
Realty Company, Inc. [Exhibit 10.20 to
Registrant's Report on Form 10-K for the year
ended October 31, 1985 (File No. 2-92889)].*
(10.15) Promissory Note dated July 30, 1997 between
American National Bank and Trust Company of
Chicago and Reilly Mortgage Group, Inc.*
(10.16) Multifamily Mortgage, Assignment of Rents, and
Security Agreement dated July 30, 1997 between
American National Bank and Trust Company of
Chicago and Reilly Mortgage Group, Inc.*
* 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.<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to
be signed on its behalf by the undersigned,
thereunto duly authorized, on the 30th day of
March, 1999.
KRUPP REALTY LIMITED PARTNERSHIP-VII
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 3Oth day of March, 1999.
Signatures Titles
/s/ Douglas Krupp President, Co-Chairman (Principal
Executive Douglas Krupp Officer) and Director of The Krupp
Corporation, a General Partner.
/s/ George Krupp Co-Chairman (Principal Executive
Officer) and George Krupp Director of The Krupp Corporation, a
General Partner.
/s/ Wayne H. Zarozny Treasurer of The Krupp Corporation, a
General Wayne H. Zarozny Partner.
<PAGE>
APPENDIX A
KRUPP REALTY LIMITED PARTNERSHIP-VII 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<PAGE>
KRUPP REALTY LIMITED PARTNERSHIP-VII 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
Consolidated Statements of Changes in
Partners' Equity for
the Years Ended December 31, 1998, 1997 and
1996 F-6
Consolidated Statements of Cash Flows for the
Years Ended
December 31, 1998, 1997 and 1996 F-7
Notes to Consolidated Financial StatementsF-8 - F-15
Schedule III - Real Estate and Accumulated
Depreciation F-16 - F-17
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-VII 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-VII 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-VII AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 1998 and 1997
<TABLE>
<CAPTION>
ASSETS
1998 1997
Real estate assets:
Multi-family apartment complexes, net of
accumulated depreciation of $12,751,953 and
<S> <C> <C>
$11,454,014, respectively (Note E) $ 9,510,531 $ 9,009,457
Retail center (Note D) - 5,673,137
Total real estate assets 9,510,531 14,682,594
Cash and cash equivalents (Note C) 629,483 2,254,160
Cash restricted for tenant security deposits 26,606 25,980
Replacement reserve escrow (Note E) 21,160 -
Prepaid expenses and other assets 603,914 742,453
Deferred expenses, net of accumulated
amortization of $132,823 and $132,911,
respectively (Note H) 182,832 290,423
Total assets $10,974,526 $17,995,610
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Mortgage notes payable (Notes D and E) $10,323,428 $14,502,371
Accrued expenses and other liabilities (Note F)558,157 808,885
Total liabilities 10,881,585 15,311,256
Commitment (Note G)
Partners' equity (deficit) (Note G):
Investor Limited Partners (27,184 Units
outstanding) 867,955 3,379,358
Original Limited Partner (481,602) (433,275)
General Partners (293,412) (261,729)
Total Partners' equity 92,941 2,684,354
Total liabilities and Partners' equity $10,974,526 $17,995,610
</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
For the Years Ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
1998 1997 1996
Revenue:
<S> <C> <C> <C>
Rental $ 3,853,006$ 4,718,640$ 4,614,568
Interest income (Note C) 136,183 76,419 73,947
Total revenue 3,989,189 4,795,059 4,688,515
Expenses:
Operating (Notes D and H) 964,827 1,122,340 1,123,377
Maintenance 331,021 393,024 366,051
Real estate taxes 360,747 465,010 466,876
General and administrative (Note H)118,755 128,855 98,847
Management fees (Note H) 172,873 204,023 193,484
Depreciation and amortization 1,421,027 1,468,094 1,325,765
Interest (Note E) 918,569 1,164,850 1,103,602
Total expenses 4,287,819 4,946,196 4,678,002
Income (loss) before gain on sale
of property (298,630) (151,137) 10,513
Gain on sale of property (Note D) 676,316 - -
Net income (loss) (Note I) $ 377,686 $ (151,137)$ 10,513
Allocation of net income (loss)(Note G):
Investor Limited Partners
(27,184 Units outstanding):
Income (loss) before gain on sale
of property $ (295,644)$ (149,626)$ 9,462
Gain on sale of property 669,553 - -
Net income (loss) $ 373,909$ (149,626)$ 9,462
Investor Limited Partners, Per Unit:
Income (loss) before gain on sale
of property $ (10.88)$ (5.50) $ .35
Gain on sale of property 24.63 - -
Net income (loss) $ 13.75$ (5.50)$ .35
Original Limited Partner:
Income (loss) before gain on sale
of property $ - $ - $ 841
Gain on sale of property - - -
Net income (loss) $ - $ - $ 841
General Partners:
Income (loss) before gain on sale
of property $ (2,986)$ (1,511) $ 210
Gain on sale of property 6,763 - -
Net income (loss) $ 3,777$ (1,511)$ 210
</TABLE>
The accompanying notes are an integral
part of the consolidated financial statements.<PAGE>
KRUPP REALTY LIMITED PARTNERSHIP-VII AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' EQUITY
For the Years Ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
Investor Original Total
Limited Limited General Partners'
Partners Partner Partners Equity
Balance at
<S> <C> <C> <C> <C>
December 31, 1995 $ 4,606,880 $(337,462) $ (236,264)$ 4,033,154
Distributions (543,679) (48,327) (12,082) (604,088)
Net income 9,462 841 210 10,513
Balance at
December 31, 1996 4,072,663 (384,948) (248,136) 3,439,579
Distributions (543,679) (48,327) (12,082) (604,088)
Net loss (149,626) - (1,511) (151,137)
Balance at
December 31, 1997 3,379,358 (433,275) (261,729) 2,684,354
Net income (Note G) 373,909 - 3,777 377,686
Distributions (Note G)(2,885,312) (48,327) (35,460) (2,969,099)
Balance at
December 31, 1998 $ 867,955 $(481,602) $ (293,412)$ 92,941
</TABLE>
The per Unit distributions for each of the years ended December 31,
1998, 1997 and 1996 was $106.14, $20.00 and $20.00, respectively,
of which $86.14, $0 and $0 represented a return of capital,
respectively.
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
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) $ 377,686 $ (151,137)$ 10,513
Adjustments to reconcile net
income (loss) to net cash
provided by operating
activities:
Interest earned on replacement
reserve escrow (160) - -
Depreciation and amortization 1,421,027 1,468,094 1,325,765
Gain on sale of property (676,316) - -
Changes in assets and liabilities:
Decrease (increase) in
restricted cash for tenant
security deposits (626) 10,843 (844)
Decrease (increase) in prepaid
expenses and other assets 3,646 (157,524) (16,154)
Increase (decrease) in accrued
expenses and other
liabilities (254,228) (41,650) 16,333
Net cash provided by
operating activities 871,029 1,128,626 1,335,613
Cash flows from investing activities:
Deposits to replacement reserve
escrow (21,000) (12,000) (24,000)
Withdrawals from replacement
reserve escrow - 64,009 29,453
Additions to fixed assets (1,829,349) (1,300,570) (691,972)
Increase (decrease) in accrued
expenses and other liabilities
related to fixed asset
additions 3,500 (3,315) 3,315
Proceeds from sale of property,
net 6,514,681 - -
Net cash provided by (used
in) investing activities4,667,832 (1,251,876) (683,204)
Cash flows from financing activities:
Principal payments on mortgage
notes payable (94,906) (166,985) (182,026)
Proceeds from mortgage
note payable - 5,280,000 -
Repayment of mortgage
note payable (4,084,037) (3,172,809) -
Increase in deferred expenses (15,496)
(136,040) -
Distributions (2,969,099) (604,088) (604,088)
Net cash provided by (used
in) financing activities(7,163,538)1,200,078 (786,114)
Net increase (decrease) in cash and
cash equivalents (1,624,677) 1,076,828 (133,705)
Cash and cash equivalents,
beginning of year 2,254,160 1,177,332 1,311,037
Cash and cash equivalents,
end of year $ 629,483$ 2,254,160$ 1,177,332
</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
A. Organization
Krupp Realty Limited Partnership-VII
("KRLP-VII") was formed on August 21,
1984 by filing a Certificate of
Limited Partnership in The
Commonwealth of Massachusetts. KRLP-
VII terminates on December 31, 2025
unless earlier terminated upon the
occurrence of certain events as set
forth in the Partnership Agreement.
KRLP-VII issued all of the General
Partner Interests to two General
Partners, 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. In addition, the
General Partners were required to
make additional capital contributions
of $135,891 which were used to pay
organization and offering costs in
excess of 5% of the gross proceeds of
the offering. Except under certain
limited circumstances upon
termination of KRLP-VII, the General
Partners are not required to make any
other additional capital
contributions.
KRLP-VII 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.
On November 2, 1984, KRLP-VII
commenced an offering of up to 40,000
units of Investor Limited Partner
Interest (the "Units") for $1,000 per
Unit. The public offering was closed
on April 25, 1986, at which time
27,184 Units had been sold for
$27,184,000.
On December 19, 1984 the General
Partners formed Krupp Realty
Courtyards Limited Partnership
("Realty-VII") as a prerequisite for
the refinancing of Courtyards Village
East Apartments ("Courtyards
Village"). At the same time, the
General Partners transferred
ownership of Courtyards Village to
Realty-VII. The General Partner of
Realty-VII is KRLP-VII. The Limited
Partners of Realty-VII are KRLP-VII
and The Krupp Corporation ("Krupp
Corp."). Krupp Corp. has
beneficially assigned its interest in
Realty-VII to KRLP-VII.
On March 31, 1994, the General
Partners formed Windsor Partners
Limited Partnership ("Windsor L.P.")
as a prerequisite for the refinancing
of Windsor Apartments. At the same
time, the General Partners
transferred ownership of the property
to Windsor L.P. In exchange for the
property, KRLP-VII received a 99%
Limited Partnership interest in
Windsor L.P. The General Partner of
Windsor L.P. is ST. Windsor
Corporation which has a 1% interest
in Windsor L.P. and is 100% owned by
KRLP-VII.
KRLP-VII, Realty-VII and Windsor L.P.
are collectively known as Krupp
Realty Limited Partnership-VII and
Subsidiaries (collectively referred
to herein as the "Partnership").
On January 30, 1998, the Partnership
sold Nora Corners, a shopping center
containing 89,432 leasable square
feet, located in Indianapolis,
Indiana, to Kejack, Inc. and its
permitted assigns, which are
unaffiliated third parties. Nora
Corners Shopping Center was included
in a package with thirteen other
properties owned by affiliates of the
General Partners (see Note D).
Continued
KRUPP REALTY LIMITED PARTNERSHIP-VII AND
SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,
Continued
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 the
Partnership. All intercompany
balances and transactions have been
eliminated.
Risks and Uncertainties
The Partnership invests its cash primarily in
deposits and money market funds with
commercial banks. The Partnership has not
experienced any losses to date on its invested
cash.
The preparation of financial statements in
conformity with generally accepted accounting
principles requires management to make
estimates and assumptions that affect the
reported amount of assets and liabilities,
contingent assets and liabilities and revenues
and expenses during the reporting period.
Actual results could differ from those
estimates.
Cash and Cash Equivalents
The Partnership includes all short-term
investments with original 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 market values.
Rental Revenues
Leases require the payment of base rent
monthly in advance. Rental revenues are
recorded on the accrual basis.
Depreciation
Depreciation is provided for by the use of the
straight-line method over estimated useful
lives of the related assets as follows:
Buildings and improvements 3 to 25 years
Equipment, furnishings and fixtures3 to 8
years
Impairment of Long-Lived Assets
Real estate assets and equipment are stated at
depreciated cost. Pursuant to Statement of
Financial Accounting Standards Opinion No. 121
"Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be
Disposed of", impairment losses are recorded
on long-lived assets used in operations on a
property by property basis, when events and
circumstances indicate that the assets might
be impaired and the estimated undiscounted
cash flows to be generated by those assets are
less than the carrying amount of those assets.
Upon determination that an impairment has
occurred, those assets shall be reduced to
fair value less estimated costs to sell.
Continued<PAGE>
KRUPP REALTY LIMITED PARTNERSHIP-VII AND
SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,
Continued
B.Significant Accounting Policies, Continued
Deferred Expenses
Costs of obtaining and recording mortgages 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 the Partnership income
or loss is allocated to the Partners for
income tax purposes. In the event that the
Partnership's tax returns are examined by the
Internal Revenue Service or state taxing
authority and the examination results in a
change in the Partnership taxable income or
loss, such change will be reported to the
Partners.
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 at December 31, 1998
and 1997 consisted of the following:
<TABLE>
<CAPTION>
December 31,
1998 1997
<S> <C> <C>
Cash and money market accounts$479,625 $1,857,152
Commercial paper 149,858 397,008
$ 629,483 $2,254,160
</TABLE>
Continued
KRUPP REALTY LIMITED PARTNERSHIP-VII AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
D.Sale of Property
On January 30, 1998, the Partnership sold Nora
Corners Shopping Center ("Nora Corners") to
unaffiliated third parties. Nora Corners was
included in a package with thirteen other
properties owned by affiliates of the General
Partners. The total selling price of the
fourteen properties was $138,000,000, of which
the Partnership received $6,604,300, less
repayment of the existing mortgage note and
interest of $4,114,668 and its share of
closing costs of $224,512. For financial
reporting purposes, the Partnership realized a
gain of $676,316 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.
Nora Corners was situated on 11.21 acres of
land, seven acres of which were owned by
certain non-affiliated third parties. These
seven acres of land were leased to the
Partnership subject to a 99-year land lease
which expired in 2061. The land lease
required annual rental payments of $17,280
from 1987 through 2012. On January 30, 1998,
in conjunction with the sale of Nora Corners,
the land lease was assigned to the purchaser
of the property, under the terms of the land
lease.
E.Mortgage Notes Payable
The properties owned by the Partnership are
pledged as collateral for the respective non-
recourse mortgage notes payable outstanding at
December 31, 1998 and 1997. Mortgage notes
payable consisted of the following:
<TABLE>
<CAPTION>
Principal Annual Interest
Property 1998 1997
Rate Maturity Date
Courtyards Village
<S> <C> <C> <C> <C>
East Apartments$ 5,214,939 $5,261,610 7.88% August 1, 2007
Nora Corners
Shopping Center - 4,084,037 9.00% -
Windsor Apartments5,108,489 5,156,724 9.25% May 1, 2001
Total $10,323,428$14,502,371
</TABLE>
Courtyards Village East Apartments
On July 30, 1997, the Partnership refinanced
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 premium, 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
$136,040 and to establish various escrows. As
part of the refinancing, the Partnership was
required to establish a $9,525 repair escrow
and a replacement reserve escrow. The
replacement reserve escrow required no initial
deposit at the close and monthly deposits of
$4,200 which began on September 1, 1998.
Continued
KRUPP REALTY LIMITED PARTNERSHIP-VII AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
E. Mortgage Notes Payable, Continued
Courtyards Village East Apartments,
Continued
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
$5,582,000 and $5,400,000 for the
years ended December 31, 1998 and
1997, respectively.
Nora Corners Shopping Center
In conjunction with the sale of the property
on January 30, 1998, the Partnership paid the
outstanding principal of the non-recourse
mortgage note of $4,084,037 (see Note D).
Windsor Apartments
The property is subject to a non-recourse
mortgage note payable in the original amount
of $5,300,000, based on a 30-year amortization
and payable in equal monthly installments of
$43,602, consisting of principal and interest.
At maturity, all unpaid principal,
approximately $5,021,000, and any accrued
interest are due. The note may be prepaid
subject to a prepayment penalty.
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
$5,416,000 and $5,500,000 for the years ended
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.
The aggregate scheduled principal amounts of
long-term borrowings due during the five years
ending December 31, 2003 are $102,642,
$111,806, $5,079,337, $63,481 and $68,668.
The Partnership paid interest on its
borrowings in the amounts of $918,569,
$1,155,562 and $1,087,261 during the years
ended December 31, 1998, 1997 and 1996,
respectively.
F.Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities
consisted of the following at December 31,
1998 and 1997:
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Accounts payable $ 4,306$ -
Accrued real estate taxes 362,556 499,440
Other liabilities 126,445 210,403
Tenant security deposits 54,240 79,049
Prepaid rent 10,610 19,993
$ 558,157$ 808,885
</TABLE>
Continued
KRUPP REALTY LIMITED PARTNERSHIP-VII AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
G.Partners' Equity
Under the terms of the Partnership Agreement,
losses from operations are allocated 99% to
the Investor Limited Partners and 1% to the
General Partners. Profits from operations are
allocated 90% to the Investor Limited
Partners, 8% to the Original Limited Partner
and 2% 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 and thereafter, 69% to the Investor
Limited Partners, 25% to the Original Limited
Partner and 6% to the General Partners.
Profits from Capital Transactions are
allocated first, to the Investor Limited
Partners until they have received a return of
their total invested capital. Thereafter,
profits from Capital Transactions are
allocated in accordance with the Partnership
Agreement. Losses from Capital Transactions
are allocated 99% to the Investor Limited
Partners and 1% to the General Partners.
Notwithstanding anything above, the General
Partners shall be allocated at least 1% of all
profits and losses from Capital Transactions.
Under the terms of the Partnership Agreement,
cash distributions are made on the same basis
as the allocations of profits described above.
Pursuant to the Partnership Agreement,
proceeds from Capital Transactions shall first
be applied to the payment of all debts and
liabilities of the Partnership and second to
fund reserves for contingent liabilities. The
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 and will be distributed
in part after payment by the Partnership of a
certain subordinated financial consulting fee
as described below.
The Partnership entered into a Sales Agent
Agreement for the public offering of Units.
Under that Agreement, the Partnership was
required to pay to the sales agent
underwriting commissions and related financial
consulting fees equal to 9% of the gross
proceeds from the offering. In addition, the
sales agent will be entitled to receive, over
the life of the Partnership, a subordinated
financial consulting fee based upon the net
cash proceeds received by the Partnership as a
result of sales and refinancings of
Partnership properties, which fee shall be in
an amount not exceeding 1.5% of the gross
proceeds of the offering of Units. No such
fees will, however, be payable unless and
until all Partners have received a return of
their Invested Capital and the Investor
Limited Partners have received a 9% per annum
cumulative return.
Continued
KRUPP REALTY LIMITED PARTNERSHIP-VII AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
G. Partners' Equity, Continued
As of December 31, 1998, the following cumulative partner
contributions and allocations have been made since the inception
of the Partnership:
<TABLE>
<CAPTION>
Investor Original Total
Limited Limited General Partners'
Partners Partner Partners Equity
<S> <C> <C> <C> <C>
Capital contributions$ 27,184,000$ 4,000 $ 136,891 $ 27,324,891
Syndication costs (3,697,375) - (135,891) (3,833,266)
Distributions:
Operations (5,472,494)(486,443) (121,609) (6,080,546)
Capital
transactions (2,341,632) - (23,378) (2,365,010)
Income (loss):
Operations (14,657,330) 841 (147,938) (14,804,427)
Capital
transactions (147,214) - (1,487) (148,701)
Balance at
December 31, 1998$ 867,955 $ (481,602)$(293,412)$ 92,941
</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 4% of the gross
receipts, net of leasing commissions, from the
commercial property which was under management
until January 30, 1998 (see Note D) and 5% of
gross receipts from residential 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 during the years ended
December 31, 1998, 1997 and 1996 were as
follows:
<TABLE>
<CAPTION>
1998 1997 1996
<S> <C> <C> <C>
Property management fees $172,873 $204,023 $193,484
Expense reimbursements 146,025 161,571 157,089
Charged to operations $318,898 $365,594 $350,573
</TABLE>
Expense reimbursements due from affiliates of
$239,514 and $78,010 were included in prepaid
expenses and other assets at December 31, 1998
and 1997, respectively.
In addition to the amounts above, costs
associated with the sale of Nora Corners of
$4,171 and Courtyards Village refinancing
costs of $53,540 were paid to the General
Partners' affiliates during the years ended
December 31, 1998 and 1997, respectively.
Continued
KRUPP REALTY LIMITED PARTNERSHIP-VII AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
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.
The reconciliation of the net income (loss) reported in the
accompanying Consolidated Statement of Operations with the net
income (loss) reported in the Partnership's federal income tax
return for the years ended December 31, 1998, 1997 and 1996 is
as follows:
<TABLE>
<CAPTION>
1998 1997 1996
Net income (loss) per
Consolidated Statement of
<S> <C> <C> <C>
Operations $ 377,686 $ (151,137)$ 10,513
Difference in book
and tax depreciation
and amortization 152,684 35,424 (35,798)
Difference between book and
tax gain on sale of
property 977,707 - -
Rental adjustment
required by Generally
Accepted Accounting
Principles 28,672 (10,930) 1,208
Net income (loss) for federal
income tax purposes $ 1,536,749$ (126,643)$ (24,077)
The allocation of the net income for federal income tax purposes
for the year ended December 31, 1998 is as follows:
Portfolio Passive
Income Income Total
Investor Limited Partners$ 134,820 $1,386,561 $ 1,521,381
Original Limited Partner - - -
General Partners 1,362 14,006 15,368
$ 136,182 $1,400,567 $ 1,536,749
</TABLE>
For 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 $55.97, $(4.61) and
$(.88), respectively.
The basis of the Partnership's assets for
financial reporting purposes exceeds its tax
basis by approximately $2,830,800 and
$4,141,800 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
$2,954,900 at December 31, 1998.
KRUPP REALTY LIMITED PARTNERSHIP-VII 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
Description Encumbrances Land Improvements Improvements Life
Courtyards
Village East
Apartments
Naperville,
<S> <C> <C> <C> <C> <C>
Illinois $ 5,214,939 $ 487,529 $ 6,486,198 $ 4,194,0443 to 25 Years
Windsor
Apartments
Garland,
Texas 5,108,489 696,362 9,251,669 1,146,6823 to 25 Years
Total $ 10,323,428 $1,183,891 $15,737,867 $ 5,340,726
Gross Amounts Carried at
End of Year
Buildings Year
and Accumulated Construction
Date
Description Land Improvements Total Depreciation
Completed Acquired
Courtyards
Village East
Apartments
Naperville,
Illinois $ 487,529 $ 10,680,242 $11,167,771$ 5,956,529 1973 4/1/85
Windsor
Apartments
Garland,
Texas 696,362 10,398,351 11,094,713 6,795,424 1984 12/27/84
Total $1,183,891 $ 21,078,593$22,262,484 $12,751,953
</TABLE>
Continued<PAGE>
KRUPP REALTY LIMITED PARTNERSHIP-VII 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>
<CAPTION>
1998 1997 1996
Real Estate
<S> <C> <C> <C>
Balance at beginning of year $30,206,277 $28,905,707 $28,213,735
Acquisition and improvements 1,829,349 1,300,570 691,972
Sale of property (9,773,142) - -
Balance at end of year $22,262,484 $30,206,277 $28,905,707
1998 1997 1996
Accumulated Depreciation
Balance at beginning of year $15,523,683 $14,097,123 $12,807,221
Depreciation expense 1,297,939 1,426,560 1,289,902
Sale of property (4,069,669) - -
Balance at end of year $12,751,953 $15,523,683 $14,097,123
</TABLE>
The aggregate cost of the Partnership's real
estate for federal income tax purposes is
$22,276,380 and the aggregate accumulated
depreciation for federal income tax purposes
is $15,797,303.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Krupp
Realty Fund 7 Financial Statements for the twelve months ended December 31,
1998 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 629,483
<SECURITIES> 0
<RECEIVABLES> 252,086<F1>
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 399,594
<PP&E> 22,578,139<F2><F4>
<DEPRECIATION> (12,884,776)<F3><F4>
<TOTAL-ASSETS> 10,974,576
<CURRENT-LIABILITIES> 558,157
<BONDS> 10,323,428<F4><F5>
0
0
<COMMON> 92,941<F6>
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 10,974,526
<SALES> 0
<TOTAL-REVENUES> 3,989,189<F7>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,369,250<F8>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 918,569
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 676,316<F4>
<CHANGES> 0
<NET-INCOME> 377,686<F9>
<EPS-PRIMARY> 0<F9>
<EPS-DILUTED> 0(F9>
<FN>
<F1>Includes all receivables included in "prepaid expenses and other assets"
on the Balance Sheet.
<F2>Multi-family complexes of $22,262,484 and deferred expenses of $315,655.
<F4>The Partnership sold Nora Corners Shopping Center to unaffiliated third
parties with thirteen other properties for a total selling price of
$138,000,000, of which the Partnership received $6,604,300, less repayment
of the mortgage note payable and interest of $4,114,668 and its share of
closing costs of $224,512. For financial reporting purposes, the Partnership
realized a gain of $676,316 on the sale.
<F3>Accumulated depreciation of $12,751,953 and accumulated amortization
of $132,823.
<F5>Represents mortgage notes payable.
<F6>Total deficit of the General Partners of ($293,412) and equity of Limited
Partners of $386,353.
<F7>Includes all revenue of the Partnership.
<F8>Includes operating expenses of $1,587,476, real estate taxes of $360,747
and depreciation and amortization of $1,421,027.
<F9>Net income allocated $3,777 to the General Partners and $373,909 to the
Limited Partners. Average net income per Unit of Limited Partner interest
is $13.75 on 27,184 Units outstanding.
</FN>
</TABLE>
