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, 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 0-16817
Krupp Insured Plus II Limited Partnership
Massachusetts
(State or other jurisdiction of incorporation or organization)
04-2955007
(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-II LIMITED PARTNERSHIP BALANCE SHEETS ASSETS March 31, December 31, 2001 2000 ------------- -------------- Participating Insured Mortgages ("PIMs") $ 17,476,238 $ 17,541,596 (Note 2) Mortgage-Backed Securities and insured mortgage ("MBS") (Note 3) 21,091,609 21,247,646 ------------- -------------- Total mortgage investments 38,567,847 38,789,242 Cash and cash equivalents 2,654,695 3,125,710 Interest receivable and other assets 268,633 275,591 Prepaid acquisition fees and expenses, net of accumulated amortization of $755,540 and $733,572, respectively 43,937 65,905 -------------- -------------- Total assets $ 41,535,112 $ 42,256,448 ============== ============== LIABILITIES AND PARTNERS' EQUITY Liabilities $ 5,552 $ 17,889 -------------- -------------- Partners' equity (deficit) (Note 4): Limited Partners (14,655,512 Limited Partner interests outstanding) 41,549,710 42,383,344 General Partners (342,533) (337,448) Accumulated comprehensive income 322,383 192,663 -------------- -------------- Total Partners' equity 41,529,560 42,238,559 -------------- -------------- Total liabilities and partners' equity $ 41,535,112 $ 42,256,448 ============== ============== The accompanying notes are an integral part of the financial statements
KRUPP INSURED PLUS-II LIMITED PARTNERSHIP STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the Three Months Ended March 31, ---------------------------------- 2001 2000 ------------- ----------- Revenues: Interest income - PIMs: Basic interest $ 336,607 $ 386,555 Interest income - MBS 409,867 428,160 Other interest income 44,457 136,526 ----------- ----------- Total revenues 790,931 951,241 ----------- ----------- Expenses: Asset management fee to an affiliate 71,089 79,642 Expense reimbursements to affiliates 25,476 27,127 Amortization of prepaid fees and expenses 21,968 56,370 General and administrative 20,939 13,408 ----------- ----------- Total expenses 139,472 176,547 ----------- ------------ Net income 651,459 774,694 Other comprehensive income: Net change in unrealized gain on MBS 129,720 (33,144) ----------- ----------- Total comprehensive income $ 781,179 $ 741,550 =========== =========== Allocation of net income (Note 4): Limited Partners $ 631,915 $ 751,453 =========== =========== Average net income per Limited Partner interest (14,655,512 Limited Partner interests outstanding) $ .04 $ .05 =========== =========== General Partners $ 19,544 $ 23,241 =========== ============ The accompanying notes are an integral part of the financial statements
KRUPP INSURED PLUS-II LIMITED PARTNERSHIP STATEMENTS OF CASH FLOWS For the Three Months Ended March 31, ---------------------------------- 2001 2000 ------------- ------------ Operating activities: Net income $ 651,459 $ 774,694 Adjustments to reconcile net income to net cash provided by operating activities: Amortization of prepaid fees and expenses 21,968 56,370 Changes in assets and liabilities: Decrease in interest receivable and other assets 6,958 100,650 Decrease in liabilities (12,337) (6,587) ------------- ------------ Net cash provided by operating activities 668,048 925,127 ------------- ------------ Investing activities: Principal collections on PIMs 65,358 8,494,207 Principal collections on MBS 285,757 297,609 ------------- --------- Net cash provided by investing activities 351,115 8,791,816 ------------- ------------ Financing activities: Quarterly distributions (1,490,178) (1,500,577) Special distributions - (14,802,066) ------------- ------------ --------- Net cash used for financing activities (1,490,178) (16,302,643) ------------- ------------ Net decrease in cash and cash equivalents (471,015) (6,585,700) Cash and cash equivalents, beginning of period 3,125,710 11,093,183 ------------- ------------ Cash and cash equivalents, end of period $ 2,654,695 $ 4,507,483 ============= ============ Non cash activities: Increase (decrease) in Fair Value of MBS $ 129,720 $ (33,144) ============= ============ The accompanying notes are an integral part of the financial statements
KRUPP INSURED PLUS-II 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, Krupp Plus Corporation and Mortgage Services Partners Limited Partnership, (collectively the “General Partners”) of Krupp Insured Plus-II 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 March 31, 2001 and the results of operations and cash flows for the three months ended March 31, 2001 and 2000.
The results of operations for the three months ended March 31, 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 March 31, 2001, the Partnership’s two remaining PIMs have a fair market value of $17,891,712 and gross unrealized gains of $415,474. The Partnership’s PIMs have maturities ranging from 2023 to 2024.
3. MBS
At March 31, 2001, the Partnership’s MBS portfolio has an amortized cost of $9,152,040 and unrealized gains and losses of $322,841 and $458, respectively. At March 31, 2001, the Partnership’s insured mortgage has an amortized cost of $11,617,186. The portfolio has maturities ranging from 2007 to 2030.
4. Changes in Partners' Equity
A summary of changes in Partners’ Equity for the three months ended March 31, 2001 is as follows: Accumulated Total Limited General Comprehensive Partners' Partners Partners Income Equity -------------- ------------ ----------- --------------- Balance at December 31, 2000 $ 42,383,344 $ (337,448) $ 192,663 $ 42,238,559 Net income 631,915 19,544 - 651,459 Quarterly distributions (1,465,549) (24,629) - (1,490,178) Change in unrealized gain on MBS - - 129,720 129,720 -------------- ----------- ---------- -------------- Balance at March 31, 2001 $ 41,549,710 $ (342,533) $ 322,383 $ 41,529,560 ============== =========== ========== ==============
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
The most significant demands on the Partnership's liquidity are the quarterly distributions paid to investors of approximately $1.5 million. Funds for investor distributions come from the monthly principal and interest payments received on the PIMs and MBS, the principal prepayments of the PIMs and MBS, and interest earned on the Partnership's cash and cash equivalents. 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 distribution and cash balances increase, the General Partners may adjust the distribution rate or distribute such funds through a special distribution. The portion of distributions attributable to the principal collections 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. At this time the General Partners have determined that the Partnership can maintain its current distribution rate of $.10 per Limited Partner interest per quarter through the August distribution. The General Partners will analyze the Partnership's projected cash flows to determine the appropriate distribution rate thereafter.
In addition to providing insured or guaranteed monthly principal and basic interest payments, the Partnership's PIM investments also may provide participation interest if the underlying properties operate successfully. 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 properties are sold or refinanced. However, this participation is neither guaranteed nor insured, and it is dependent upon whether property operations or its terminal value meet certain criteria.
The Partnership's only remaining PIM investments are the GNMA securities backed by the first mortgage loans on the Denrich and Richmond Park Apartments. 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 mortgage. Both properties are thirty years old, and as they have aged, rental rate increases have not kept pace with the increasing costs of maintenance, repairs and replacements. Denrich Apartments does not compete successfully in the Philadelphia neighborhood where it is located. Occupancy, which generally fluctuates in the mid 80% range, is adversely affected by cash constraints that have lead to extensive deferred maintenance. Denrich Apartments operated under a long term workout agreement with the Partnership that expired at the end of 2000. The General Partners anticipate the workout will be renegotiated and extended under similar terms during 2001.
Richmond Park maintains its position in the stable, older Cleveland suburb where it is located. Occupancy generally hovers in the low 90% range, but because the neighborhood does not support significant rental rate increases, the property only generates sufficient cash flow for adequate maintenance and not enough to provide for major capital improvements. Based on these conditions, the General Partners do not expect the Partnership will receive participation interest from either of the remaining PIM investments.
The Partnership has the option to call certain PIMs by accelerating their maturity if they are not prepaid by the tenth year after permanent funding. The General Partners 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, the interest-rate environment and availability of financing will affect those decisions.
Results of Operations
The following discussion relates to the operation of the Partnership during the three months ended March 31, 2001 and 2000.
Net income decreased during the three months ended March 31, 2001 as compared to the same period ending March 31, 2000. This decrease was due primarily to lower basic interest on PIMs and other interest income. This was partially offset by a decrease in amortization expense. The reduction in basic interest on PIMs is primarily due to the payoff of the Greenhouse Apartments PIM in February 2000. Other interest income decreased due to significantly lower average cash balances available for short-term investing in the three month period ended March 31, 2001 versus the same period last year. Amortization expense was greater during the first quarter of 2000 due to the full amortization of the remaining prepaid fees and expenses of the Greenhouse Apartments PIM.
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 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, 2001 the Partnership includes in cash and cash equivalents approximately $2.4 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, 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 Partnership 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-II 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-II Limited Partnership (Registrant) BY: ----------------------------------------------- Robert A. Barrows Treasurer and Chief Accounting Officer of Krupp Plus Corporation, a General Partner. Date: April 27, 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 March 31, 2001 and the period from inception through March 31, 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. Quarter Ended Inception Through 3/31/01 3/31/01 ------- -------- (Amounts in thousands, except per Unit amounts) Distributable Cash Flow: - ----------------------- Net Income on a GAAP basis $ 651 $ 183,622 Items not requiring (not providing) the use of operating funds: Amortization of prepaid fees and expenses 22 17,778 Acquisition expenses paid from offering proceeds charged to operations - 690 Shared Appreciation Income/prepayment premiums - (6,157) Gain on sale of MBS - (377) --------- --------- Total Distributable Cash Flow ("DCF") $ 673 $ 195,556 ========= ========= Limited Partners Share of DCF $ 652 $ 189,689 ========= ========= Limited Partners Share of DCF per Unit $ .04 $ 12.94 ========= ========= General Partners Share of DCF $ 21 $ 5,867 ========= ========= Net Proceeds from Capital Transactions: - -------------------------------------- Principal collections on PIMs and PIM sale proceeds including Shared Appreciation Income/prepayment premiums $ 65 $ 174,325 Principal collections on MBS and MBS sale proceeds 286 93,813 Reinvestment of MBS and PIM principal collections and sale proceeds - (41,966) Gain on sale of MBS - 377 --------- --------- Total Net Proceeds from Capital Transactions $ 351 $ 226,549 ========= ========= Cash available for distribution (DCF plus proceeds from Capital Transactions) $ 1,024 $ 422,105 ========= ========= Distributions: Limited Partners $ 1,466(a) $ 414,627(b) ========= ========= Limited Partners Average per Unit $ .10(a) $ 28.29(b)(c) ========= ========= General Partners $ 21(a) $ 5,867(b) ========= ========= Total Distributions $ 1,487 $ 420,494 ========= ========= (a) Represents all distributions paid in 2001 except February 2001 quarterly distribution and includes an estimate of the quarterly distribution to be paid in May 2001. (b) Includes an estimate of the quarterly distribution to be paid in May 2001. (c) Limited Partners average per Unit return of capital as of May 2001 is $15.35 [$28.29 - $12.94] 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.