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, 2001
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 0-15815
Krupp Insured Plus Limited Partnership
Massachusetts
(State or other jurisdiction of incorporation or organization)
04-2915281
(IRS employer identification no.)
One Beacon Street, Boston, Massachusetts
(Address of principal executive offices)
02108
(Zip Code)
(617) 523-0066
(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
Part I. FINANCIAL INFORMATION
Item 1. 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 INSURED PLUS LIMITED PARTNERSHIP BALANCE SHEETS ASSETS September 30, December 31, 2001 2000 ----------------- ----------------- Participating Insured Mortgages ("PIMs")(Note 2) $ 18,804,094 $ 18,875,248 Mortgage-Backed Securities and insured mortgage ("MBS") (Note 3) 9,553,299 18,864,480 ----------------- ----------------- Total mortgage investments 28,357,393 37,739,728 Cash and cash equivalents 1,634,270 1,460,786 Interest receivable and other assets 189,935 260,797 Prepaid acquisition fees and expenses, net of accumulated amortization of $770,305 and $725,937, respectively 73,947 118,315 Prepaid participation servicing fees, net of accumulated amortization of $284,152 and $259,323, respectively 46,900 71,729 ----------------- ----------------- Total assets $ 30,302,445 $ 39,651,355 ================= ================= LIABILITIES AND PARTNERS' EQUITY Liabilities $ 102,302 $ 17,650 ----------------- ----------------- Partners' equity (deficit)(Note 4) Limited Partners (7,500,099 Limited Partner interests outstanding) 29,940,174 39,544,329 General Partners (248,153) (247,215) Accumulated Comprehensive Income 508,122 336,591 ----------------- ----------------- Total Partners' equity 30,200,143 39,633,705 ----------------- ----------------- Total liabilities and Partners' equity $ 30,302,445 $ 39,651,355 ================= ================= The accompanying notes are an integral part of the financial statements.
KRUPP INSURED PLUS LIMITED PARTNERSHIP STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the Three Months For the Nine Months Ended September 30, Ended September 30, ------------------------------------------------------------------ 2001 2000 2001 2000 ----------- ------------ ------------ ------------- Revenues: Interest income - PIMs: Basic interest $ 360,758 $ 348,558 $ 1,085,913 $ 1,067,804 Participation interest 306,000 - 306,000 10,000 Interest income - MBS 191,875 382,188 980,443 1,302,183 Other interest income 48,650 40,551 89,268 146,322 ----------- ----------- ------------ ------------- Total revenues 907,283 771,297 2,461,624 2,526,309 ----------- ----------- ------------ ------------- Expenses: Asset management fee to an affiliate 52,763 73,998 191,178 224,516 Expense reimbursements to affiliates 14,163 14,853 39,827 41,163 Amortization of prepaid fees and expenses 23,065 24,951 69,197 73,699 General and administrative 41,814 34,246 77,917 87,304 ---------- ----------- ------------ -------------- Total expenses 131,805 148,048 378,119 426,682 ---------- ----------- ------------ ------------- Net income 775,478 623,249 2,083,505 2,099,627 Other comprehensive income: Net change in unrealized gain on MBS 94,589 47,042 171,531 (62,616) ----------- ----------- ------------ ------------- Total comprehensive income $ 870,067 $ 670,291 $ 2,255,036 $ 2,037,011 =========== =========== ============ ============= Allocation of net income (Note 4): Limited Partners $ 752,214 $ 604,551 $ 2,021,000 $ 2,036,638 =========== =========== ============ ============= Average net income per Limited Partner interest (7,500,099 Limited Partner interests outstanding) $ .10 $ .08 $ .27 $ .27 =========== =========== ============ ============= General Partners $ 23,264 $ 18,698 $ 62,505 $ 62,989 =========== =========== ============ ============= The accompanying notes are an integral part of the financial statements.
KRUPP INSURED PLUS LIMITED PARTNERSHIP STATEMENTS OF CASH FLOWS For the Nine Months Ended September 30, -------------------------------- 2001 2000 ------------- ------------- Operating activities: Net income $ 2,083,505 $ 2,099,627 Adjustments to reconcile net income to net cash provided by operating activities: Amortization of prepaid fees and expenses 69,197 73,699 Shared Appreciation Interest and prepayment premium income (306,000) (10,000) Premium Amortization - 53,923 Changes in assets and liabilities: Decrease in interest receivable and other assets 70,862 127,494 Increase (decrease) in liabilities 84,652 (4,547) ------------- ------------- Net cash provided by operating activities 2,002,216 2,340,196 ------------- ------------- Investing activities: Principal collections on MBS including prepayment premium income of $306,000 in 2001 9,788,712 2,871,515 Principal collections on PIMs including Shared Appreciation Interest of $10,000 in 2000 71,154 144,907 ------------- ------------- Net cash provided by investing activities 9,859,866 3,016,422 ------------- ------------- Financing activities: Quarterly distributions (2,313,474) (4,348,028) Special distributions (9,375,124) (9,750,129) ------------- ------------- Net cash used for financing activities (11,688,598) (14,098,157) ------------- ------------- Net increase (decrease) in cash and cash equivalents 173,484 (8,741,539) Cash and cash equivalents, beginning of period 1,460,786 13,002,087 ------------- ------------- Cash and cash equivalents, end of period $ 1,634,270 $ 4,260,548 ============= ============= Non cash activities: Increase (decrease) in Fair Value of MBS $ 171,531 $ (62,616) ============= ============= The accompanying notes are an integral part of the financial statements.
KRUPP INSURED PLUS LIMITED PARTNERSHIP NOTES TO 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. However, in the opinion of the general partners, The Krupp Corporation and The Krupp Company Limited Partnership-IV (collectively the "General Partners"), of Krupp Insured Plus Limited Partnership (the "Partnership") the disclosures contained in this report are adequate to make the information presented not misleading. See Notes to Financial Statements included in the Partnership's Form 10-K for the year ended December 31, 2000 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 financial statements reflect all adjustments (consisting of only normal recurring accruals) necessary to present fairly the Partnership's financial position as of September 30, 2001, its results of operations for the three and nine months ended September 30, 2001 and 2000 and its cash flows for the nine months ended September 30, 2001 and 2000. The results of operations for the three and nine months ended September 30, 2001 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. PIMs At September 30, 2001, the Partnership's PIMs had a fair market value of $19,582,361 and gross unrealized gains of $778,267. The PIMs had maturities ranging from 2006 to 2033. 3. MBS The Partnership received a payoff of the Boulders Apartments MBS on July 9, 2001 for $9,045,042. The Partnership also received a prepayment premium of $306,000 from this payoff. On August 17, 2001, the Partnership paid a special distribution of $1.25 per Limited Partner interest from the proceeds received. At September 30, 2001, the Partnership's MBS portfolio had an amortized cost of $9,045,177 and gross unrealized gains of $508,122. The portfolio had maturities ranging from 2006 to 2032. 4. Changes in Partners' Equity A summary of changes in Partners' Equity for the nine months ended September 30, 2001 is as follows: Accumulated Total Limited General Comprehensive Partners' Partners Partners Income Equity ------------- ----------- ---------- -------------- Balance at December 31, 2000 $ 39,544,329 $ (247,215) $ 336,591 $ 39,633,705 Net income 2,021,000 62,505 - 2,083,505 Quarterly distributions (2,250,031) (63,443) - (2,313,474) Special distribution (9,375,124) - - (9,375,124) Change in unrealized gain on MBS - - 171,531 171,531 ------------- ----------- ---------- -------------- Balance at September 30, 2001 $ 29,940,174 $ (248,153) $ 508,122 $ 30,200,143 ============= =========== ========== ==============
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - ------
Certain statements in this Management's Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this quarterly report on Form 10-Q constitute "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Partnership's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among other things, federal, state or local regulations; adverse changes in general economic or local conditions; pre-payments of mortgages; failure of borrowers to pay participation interests due to poor operating results at properties underlying the mortgages; uninsured losses and potential conflicts of interest between the Partnership and its Affiliates, including the General Partners.
Liquidity and Capital ResourcesAt September 30, 2001, the Partnership had liquidity consisting of cash and cash equivalents of approximately $1.6 million as well as the cash flow provided by its investments in the PIMs and MBS. The Partnership anticipates that these sources will be adequate to provide the Partnership with sufficient liquidity to meet its obligations as well as to provide distributions to its investors.
The most significant demand on the Partnership's liquidity is quarterly distributions paid to investors, which are approximately $750,000 per quarter. Funds for the quarterly distributions come from the monthly principal and interest payments received on the PIMs and MBS, the principal prepayments of the PIMs and MBS, interest earned on the Partnership's cash and cash equivalents and cash reserves. The portion of distributions attributable to the principal collections and cash reserves reduces the capital resources of the Partnership. As the capital resources of the Partnership decrease, the total cash flows to the Partnership also will decrease and over time will result in periodic adjustments to the distributions paid to investors. The General Partners periodically review the distribution rate to determine whether an adjustment is necessary based on projected future cash flows. In general, the General Partners try to set a distribution rate that provides for level quarterly distributions. Based on current projections, the General Partners believe that the Partnership will need to reduce the current distribution rate beginning with the February 2002 distribution. The General Partners will determine the new rate during the fourth quarter of 2001.
The Partnership received a payoff of the Boulders Apartments MBS on July 9, 2001 for $9,045,042. The Partnership also received a prepayment premium of $306,000 from this payoff. On August 17, 2001, the Partnership paid a special distribution of $1.25 per Limited Partner interest from the proceeds received.
In addition to providing insured or guaranteed monthly principal and basic interest payments, the Partnership's investments in the PIMs also may provide additional income through a participation interest in the underlying properties. However, this payment is neither guaranteed nor insured and depends on the successful operations of the underlying properties.
The Partnerships only remaining PIM investments are backed by the first mortgage loans on Royal Palm Place and Vista Montana. Presently, the General Partners do not expect either of these properties to pay the Partnership any participation interest or to be sold or refinanced during 2001. However, if favorable market conditions provide the borrowers an opportunity to sell their properties, there are no contractual obligations remaining that would prevent a prepayment of the underlying first mortgages. The borrower on the Royal Palm Place PIM has notified the General Partners of his intention to market the property for sale, but it is unlikely that any transaction will occur prior to the end of the year. Whether the Partnership receives any participation interest as the result of a sale or refinance depends on the value of the property at that time. Royal Palm Place and Vista Montana operate under long-term restructure programs. As an ongoing result of the Partnership's 1995 agreement to modify the payment terms of the Royal Palm Place PIM, the Partnership will receive basic interest-only payments on the Fannie Mae MBS at the rate of 8.375% per annum during 2001. Thereafter, the interest rate will range from 8.375% to 8.775% per annum through the maturity of the first mortgage loan in 2006. Although occupancy at Royal Palm averaged in the mid-90% range through 2000 and 2001, it faces significant competition from neighboring properties that have changed ownership and benefited from new capital investment in exterior and interior renovations. The Partnership agreed in 1993 to change the original participation terms and to permanently reduce the rate on the Vista Montana first mortgage loan to 7.375% per annum when construction was significantly delayed. The borrower also raised additional equity at the time of the modification by selling investment tax credits. These funds have been held in escrow and are used to fund operating deficits. Although occupancy in the Phoenix sub-market is generally in the low 90% range, the property is currently 80% occupied because of a fire. Repairs to the property are underway and will be covered by the borrower's property insurance.
The Partnership has the option to call these PIMs by accelerating the maturity date of the loans if they are not prepaid by the tenth year after permanent funding. The Partnership will determine the merits of exercising the call option for each PIM as economic conditions warrant. Such factors as the condition of the asset, local market conditions, interest rates and available financing will have an impact on these decisions.
Results of OperationsNet income increased during the three months ended September 30, 2001 as compared to the same period ending September 30, 2000. This increase was primarily due to an increase in participation interest and a decrease in asset management fees. This was partially offset by a decrease in MBS interest income. Participation interest increased due to the collection of a prepayment premium from the payoff of the Boulders Apartments MBS in the third quarter of 2001. MBS interest income decreased due primarily to the payoffs of the Chateau Bijou MBS in September of 2000 and the Boulders Apartments MBS. The decrease in management fees is a result of the Partnership's asset base declining from MBS prepayments.
Net income decreased during the nine months ended September 30, 2001 as compared with the same period ending September 30, 2000. This decrease was primarily due to lower MBS and other interest income. This was partially offset by an increase in participation interest. MBS interest income decreased primarily due to the payoffs of the Chateau Bijou MBS in September of 2000 and the Boulders Apartments MBS in July of 2001. Other interest income decreased due to lower average interest rates earned on cash balances available for short-term investing in 2001 as compared to 2000. Participation interest increased due to the collection of a prepayment premium from the payoff of the Boulders Apartments MBS.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK - -------Assessment of Credit Risk
The Partnership's investments in mortgages are guaranteed or insured by the Government National Mortgage Association ("GNMA"), Fannie Mae, the Federal Home Loan Mortgage Corporation ("FHLMC") or the United States Department of Housing and Urban Development ("HUD") and therefore the certainty of their cash flows and the risk of material loss of the amounts invested depends on the creditworthiness of these entities.
Fannie Mae is a federally chartered private corporation that guarantees obligations originated under its programs. FHLMC is a federally chartered corporation that guarantees obligations originated under its programs and is wholly-owned by the twelve Federal Home Loan Banks. These obligations are not guaranteed by the U.S. Government or the Federal Home Loan Bank Board. GNMA guarantees the full and timely payment of principal and basic interest on the securities it issues, which represents interest in pooled mortgages insured by HUD. Obligations insured by HUD, an agency of the U.S. Government, are backed by the full faith and credit of the U.S. Government.
The Partnership included in cash and cash equivalents approximately $1.3 million of commercial paper, which is issued by entities with a credit rating equal to one of the top two rating categories of a nationally recognized statistical rating organization.
Interest Rate RiskThe Partnership's primary market risk exposure is to interest rate risk, which can be defined as the exposure of the Partnership's net income, comprehensive income or financial condition to adverse movements in interest rates. At September 30, 2001, the Partnership's PIMs and MBS comprise the majority of the Partnership's assets. As such, decreases in interest rates may accelerate the prepayment of the Partnership's investments. The Partnership does not utilize any derivatives or other instruments to manage this risk as the Partnership plans to hold all of its investments to expected maturity.
The Partnership monitors prepayments and considers prepayment trends, as well as distribution requirements of the Partnership, when setting regular distribution policy. For MBS, the fund forecasts prepayments based on trends in similar securities as reported by statistical reporting entities such as Bloomberg. For PIMs the Partnership incorporates prepayment assumptions into planning as individual properties notify the Partnership of the intent to prepay or as they mature.
KRUPP INSURED PLUS LIMITED PARTNERSHIP 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
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 Insured Plus Limited Partnership -------------------------------------- (Registrant) BY: / s / Robert A. Barrows -------------------------------------- Robert A. Barrows Vice-President (Chief Accounting Officer) of The Krupp Corporation, a General Partner of the Registrant. DATE: November 2, 2001
Unaudited Distributable Cash Flow and Net Cash Proceeds from Capital Transactions Shown below is the calculation of Distributable Cash Flow and Net Cash Proceeds from Capital Transactions, as defined by Section 17 of the Partnership Agreement (on a GAAP basis), and the source of cash distributions for the quarter ended September 30, 2001 and the period from inception through September 30, 2001. The General Partners provide certain of the information below to meet requirements of the Partnership Agreement and because they believe that it is an appropriate supplemental measure of operating performance. However, Distributable Cash Flow and Net Cash Proceeds from Capital Transactions should not be considered by the reader as a substitute to net income as an indicator of the Partnership's operating performance or to cash flows as a measure of liquidity. Nine Months Inception Ended Through 9/30/01 9/30/01 (Amounts in thousands, except per Unit amounts) Distributable Cash Flow: - ----------------------- Net Income on a GAAP Basis $ 2,083 $ 88,713 Items not requiring or (not providing) the use of operating funds: Amortization of prepaid fees and expenses 69 8,466 Shared Appreciation Interest and prepayment premiums (306) (1,022) Amortization of MBS premiums - 453 Acquisition expenses paid from offering proceeds charged to operations - 1,098 Gain on sale of MBS - (114) --------- ---------- Total Distributable Cash Flow ("DCF") $ 1,846 $ 97,594 ========= ========== Limited Partners Share of DCF $ 1,790 $ 94,666 ========= ========== Limited Partners Share of DCF per Unit $ .24 $ 12.62(c) ========= ========== General Partners Share of DCF $ 56 $ 2,928 ========= ========== Net Proceeds from Capital Transactions: - -------------------------------------- Insurance claim proceeds, prepayment proceeds and PIM principal collections including Shared Appreciation Interest and prepayment premiums $ 71 $ 87,428 Principal collections on MBS including prepayment premiums 9,789 58,056 Insurance claim proceeds and principal collections on PIMs and MBS reinvested in PIMs and MBS - (40,775) Gain on sale of MBS - 114 --------- ---------- Total Net Proceeds from Capital Transactions $ 9,860 $ 104,823 ========= ========== Cash available for distribution (DCF plus Proceeds from Capital Transactions) $ 11,706 $ 202,417 ========= ========== Distributions: - ------------- Limited Partners $ 11,625(a) $ 198,464(b) ========= ========== Limited Partners Average per Unit $ 1.55(a) $ 26.46(b)(c) ========= ========== General Partners $ 56(a) $ 2,928(b) ========= ========== Total Distributions $ 11,681 $ 201,392 ========= ========== (a) Represents all distributions paid in 2001 except the February 2001 quarterly distribution and includes an estimate of the quarterly distribution to be paid in November 2001. (b) Includes an estimate of the quarterly distribution to be paid in November 2001. (c) Limited Partners average per Unit return of capital as of November 2001 is $13.84 [$26.46 - $12.62]. Return of capital represents that portion of distributions which is not funded from DCF such as proceeds from the sale of assets and substantially all of the principal collections received from MBS and PIMs.