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 March 31, 2002
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. When used in this Form 10-Q, the words "believes," "anticipates," "expects," "plans," "intends," "estimates," "continue," "may" or "will" (or the negative of such words) and similar expressions are intended to identify forward-looking statements. Such statements are subject to a number of risks and uncertainties, including but not limited to the following: federal, state or local regulations; adverse changes in general economic or local conditions; prepayments of mortgages; failure of borrowers to pay participation interests due to poor operating results of properties underlying the mortgages; uninsured losses and potential conflicts of interest between the Partnership and its Affiliates, including the General Partners. The Company's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2001, contain additional information concerning such risk factors. Actual results in the future could differ materially from those described in any forward-looking statements as a result of the risk factors set forth above, and the risk factors described in the Annual Report.
KRUPP INSURED PLUS LIMITED PARTNERSHIP BALANCE SHEETS ASSETS March 31, December 31, 2002 2001 -------------- --------------- Participating Insured Mortgages ("PIMs") (Note 2) $ 13,190,863 $ 18,779,477 Mortgage-Backed Securities and insured mortgage ("MBS") (Note 3) 9,273,492 9,410,920 -------------- --------------- Total mortgage investments 22,464,355 28,190,397 Cash and cash equivalents 1,367,909 1,422,582 Interest receivable and other assets 148,141 190,282 Prepaid acquisition fees and expenses, net of accumulated amortization of $799,884 and $785,095 respectively 44,368 59,157 Prepaid participation servicing fees, net of accumulated amortization of $302,084 and $292,428, respectively 28,968 38,624 -------------- --------------- Total assets $ 24,053,741 $ 29,901,042 ============== =============== LIABILITIES AND PARTNERS' EQUITY Liabilities $ 18,590 $ 17,877 -------------- --------------- Partners' equity (deficit)(Note 4): Limited Partners (7,500,099 Limited Partner interests outstanding) 23,750,430 29,633,496 General Partners (236,807) (249,219) Accumulated comprehensive income 521,528 498,888 -------------- --------------- Total Partners' equity 24,035,151 29,883,165 -------------- --------------- Total liabilities and Partners' equity $ 24,053,741 $ 29,901,042 ============== =============== 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 Ended March 31, 2002 2001 --------------- -------------- Revenues: Interest income - PIMs Basic interest $ 282,191 $ 363,953 Participation interest 504,639 - Interest income - MBS 184,803 396,680 Other interest income 16,040 22,779 -------------- -------------- Total revenues 987,673 783,412 -------------- -------------- Expenses: Asset management fee to an affiliate 44,203 68,980 Expense reimbursements to affiliates 10,722 11,501 Amortization of prepaid fees and expenses 24,445 23,066 General and administrative 14,465 13,307 -------------- -------------- Total expenses 93,835 116,854 -------------- -------------- Net income 893,838 666,558 Other comprehensive income: Net change in unrealized gain on MBS 22,640 9,937 -------------- -------------- Total comprehensive income $ 916,478 $ 676,495 ============== ============== Allocation of net income (Note 4): Limited Partners $ 867,023 $ 646,561 ============== ============== Average net income per Limited Partner interest (7,500,099 Limited Partner interests outstanding) $ .12 $ .09 ============== ============== General Partners $ 26,815 $ 19,997 ============== ============== The accompanying notes are an integral part of the financial statements. KRUPP INSURED PLUS LIMITED PARTNERSHIP STATEMENTS OF CASH FLOWS For the Three Months Ended March 31, ------------------------------------------ 2002 2001 Operating activities: Net income $ 893,838 $ 666,558 Adjustments to reconcile net income to net cash provided by operating activities: Amortization of prepaid fees and expenses 24,445 23,066 Shared Appreciation Interest (378,480) - Changes in assets and liabilities: Decrease in interest receivable and other assets 42,141 1,937 Increase (decrease) in liabilities 713 (12,337) ---------------- ---------------- Net cash provided by operating activities 582,657 679,224 ---------------- ---------------- Investing activities: Principal collections on MBS 160,068 136,448 Principal collections on PIMs including Shared Appreciation Interest of $378,480 in 2002 5,967,094 23,276 ---------------- ----------------- Net cash provided by investing activities 6,127,162 159,724 ---------------- ----------------- Financing activities: Quarterly distributions (764,413) (772,836) Special distributions (6,000,079) - ---------------- ---------------- Net cash used for financing activities (6,764,492) (772,836) ---------------- ---------------- Net increase (decrease) in cash and cash equivalents (54,673) 66,112 Cash and cash equivalents, beginning of period 1,422,582 1,460,786 ---------------- ---------------- Cash and cash equivalents, end of period $ 1,367,909 $ 1,526,898 ================ ================ Non cash activities: Increase in Fair Value of MBS $ 22,640 $ 9,937 ================ ================ 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 accounting principles generally accepted in the United States of America 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, 2001 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 March 31, 2002 and its results of operations and cash flows for the three months ended March 31, 2002 and 2001. The results of operations for the three months ended March 31, 2002 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 March 31, 2002, the Partnership's remaining PIM had a fair market value of $13,600,967 and gross unrealized gains of $410,104. The PIM matures in 2033. The Partnership received a prepayment of the Royal Palm Place PIM. On January 2, 2002, the Partnership received $378,480 of Shared Appreciation Interest and $126,159 of Minimum Additional Interest. On February 27, 2002 the Partnership received $5,563,531 representing the principal proceeds on the first mortgage. On March 19, 2002, the Partnership paid a special distribution of $0.80 per Limited Partner interest from the principal proceeds and Shared Appreciation Interest received. 3. MBS At March 31, 2002, the Partnership's MBS portfolio had an amortized cost of $8,751,964 and gross unrealized gains of $521,528. The portfolio has maturities ranging from 2006 to 2032. 4. Changes in Partners' Equity A summary of changes in Partners' Equity for the three months ended March 31, 2002 is as follows: Accumulated Total Limited General Comprehensive Partners' Partners Partners Income Equity ---------------- ----------- -------------- -------------- Balance at December 31, 2001 $ 29,633,496 $ (249,219) $ 498,888 $ 29,883,165 Net income 867,023 26,815 - 893,838 Quarterly distributions (750,010) (14,403) - (764,413) Special distributions (6,000,079) - - (6,000,079) Change in unrealized gain on MBS - - 22,640 22,640 ---------------- ----------- ------------- --------------- Balance at March 31, 2002 $ 23,750,430 $ (236,807) $ 521,528 $ 24,035,151 ================ =========== ============= =============== 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 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 Resources At March 31, 2002, the Partnership had liquidity consisting of cash and cash equivalents of approximately $1.4 million as well as the cash flow provided by its investments in its remaining PIM 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 the quarterly distributions paid to investors, which are approximately $750,000 per quarter. Funds for the quarterly distributions come from the monthly principal and basic interest payments received on the remaining PIM and MBS, the principal prepayments of the PIM and MBS and interest earned on the Partnership's cash and cash equivalents. The portion of distributions attributable to the principal collections and cash reserves reduces the capital resources of the Partnership. As the capital resources 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. To the extent that quarterly distributions do not fully utilize the cash available for distributions and cash balances increase, the General Partners may adjust the distribution rate or distribute such funds through a special distribution. Based on current projections, the General Partners have determined that the Partnership can maintain its current distribution rate of $0.10 per Limited Partner interest per quarter through the August distribution. The Partnership received a prepayment of the Royal Palm Place PIM. On January 2, 2002, the Partnership received $378,480 of Shared Appreciation Interest and $126,159 of Minimum Additional Interest. On February 27, 2002 the Partnership received $5,563,531 representing the principal proceeds on the first mortgage. On March 19, 2002, the Partnership paid a special distribution of $0.80 per Limited Partner interest from the principal proceeds and Shared Appreciation Interest received. In addition to providing insured or guaranteed monthly principal and basic interest payments, the Partnership's investment in the remaining PIM also may provide additional income through a participation interest in the underlying property. The Partnership may receive a share in any operating cash flow that exceeds debt service obligations and capital needs or a share in any appreciation in value when the property is sold or refinanced. However, this payment is neither guaranteed nor insured and is dependent upon whether property operations or its terminal value meet certain criteria. The Partnership's only remaining PIM investment is backed by the first mortgage loan on Vista Montana. Presently, the General Partners do not expect Vista Montana to pay the Partnership any participation interest or to be sold or refinanced during 2002. However, if favorable market conditions provide the borrower an opportunity to sell the property, there are no contractual obligations remaining that would prevent a prepayment of the underlying first mortgage. Vista Montana operates under a long-term restructure program. The Partnership agreed in 1993 to change the original participation terms and to permanently reduce the rate on the 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 its remaining PIM by accelerating the maturity date of the loan. The Partnership will determine the merits of exercising the call option 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 this decision. Critical Accounting Policy The Partnership's critical accounting policy relates primarily to revenue recognition related to the participation feature of the Partnership's PIM investments. The Partnership's policy is as follows: Basic interest on PIMs is recognized at the stated rate of the Federal Housing Administration insured mortgage (less the servicer's fee) or the stated coupon rate of the Fannie Mae MBS. The Partnership recognizes interest related to the participation features when the amount becomes fixed and the transaction that gives rise to such amount is consummated. Results of Operations Net income increased during the first quarter of 2002 as compared to the same period in 2001 due primarily to an increase in participation income and a decrease in asset management fees. This was partially offset by decreases in basic interest on PIMs and interest income on MBS. Participation interest increased and basic interest income on PIMs decreased due to the payoff of the Royal Palm Place PIM during the first quarter of 2002. MBS interest income decreased due to the payoff of the Boulders Apartments MBS in July of 2001. The decrease in asset management fees is a result of the Partnership's asset base declining from the prepayments noted above. 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. At March 31, 2002, the Partnership includes in cash and cash equivalents approximately $1.2 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 Risk The 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 March 31, 2002, the Partnership's PIM and MBS comprise the majority of the Partnership's assets. 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 its remaining PIM, the Partnership continues to monitor the borrower for any indication of a prepayment. KRUPP INSURED PLUS LIMITED PARTNERSHIP PART II - OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities None Item 3. Defaults upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K 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: May 1, 2002 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 March 31, 2002 and the period from inception through March 31, 2002. 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. Quarter Inception Ended Through 3/31/02 3/31/02 --------- ----------- (Amounts in thousands, except per Unit amounts) Distributable Cash Flow: - ----------------------- Net Income on a GAAP Basis $ 894 $ 90,065 Items not requiring or (not providing) the use of operating funds: Amortization of prepaid fees and expenses 24 8,514 Shared Appreciation Interest and prepayment premiums (378) (1,401) 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") $ 540 $ 98,615 ========= ========== Limited Partners Share of DCF $ 524 $ 95,657 ========= ========== Limited Partners Share of DCF per Unit $ 0.07 $ 12.75(c) ======== ========== General Partners Share of DCF $ 16 $ 2,958 ========= ========== Net Proceeds from Capital Transactions: - -------------------------------------- Insurance claim proceeds, prepayment proceeds and PIM principal collections including Shared Appreciation Interest and prepayment premiums $ 5,967 $ 93,420 Principal collections on MBS including prepayment premiums 160 58,349 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 $ 6,127 $ 111,108 ========= ========== Cash available for distribution (DCF plus Proceeds from Capital Transactions) $ 6,667 $ 209,723 ========= ========== Distributions: - ------------- Limited Partners $ 6,750(a) $ 205,964(b) ========= ========== Limited Partners Average per Unit $ .90(a) $ 27.46 (b)(c) ======== ========== General Partners $ 16(a) $ 2,958(b) ========= ========== Total Distributions $ 6,766 $ 208,922 ========= ========== (a) Represents all distributions paid in 2002 except the February 2002 quarterly distribution and includes an estimate of the quarterly distribution to be paid in May 2002. (b) Includes an estimate of the quarterly distribution to be paid in May 2002. (c) Limited Partners average per Unit return of capital as of May 2002 is $14.71 [$27.46- $12.75]. 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.