UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended September 30, 1998
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 0-14378
Krupp Institutional Mortgage Fund Limited
Partnership
Massachusetts
04-2860302
(State or other jurisdiction of
(IRS employer
incorporation or organization)
identification no.)
470 Atlantic Avenue, Boston, Massachusetts
02210
(Address of principal executive offices)
(Zip Code)
(617) 423-2233
(Registrant's telephone number, including
area code)
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the
registrant was required to file such reports),
and (2) has been subject to such filing
requirements for the past 90 days. Yes X
No
The total number of pages in this document is
12.
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 INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP
BALANCE SHEETS
ASSETS
(Unaudited)
September 30,December 31,
1998 1997
Mortgage notes receivable, net of loan loss
reserve of $0 and $15,851,013, respectively
(Notes 3 and 4) $ - $ 7,614,449
Cash and cash equivalents (Note 2) 1,638,990 1,110,110
Accrued interest receivable - mortgage notes,
net of reserve for uncollectible interest of
$0 and $14,638,760, respectively
(Notes 3 and 4) - 83,585
Other assets 15,738 4,375
Total assets $ 1,654,728 $ 8,812,519
LIABILITIES AND PARTNERS' EQUITY
Liabilities $ 18,899$ 25,200
Partners' equity (deficit) (Note 5):
Limited Partners (30,059 Units outstanding)1,851,443 8,999,051
General Partners (215,614) (211,732)
Total Partners' equity 1,635,829 8,787,319
Total liabilities and Partners' equity $ 1,654,728$ 8,812,519
The accompanying notes are an integral
part of the financial statements.
KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP
STATEMENTS OF INCOME (LOSS)
(Unaudited)
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
1998 1997 1998 1997
Interest income:
Mortgage notes receivable
(Notes 3 and 4) $ - $140,876 $ - $ 445,796
Cash equivalents 22,742 15,949 134,329 46,035
Total income 22,742 156,825 134,329 491,831
Expenses:
Expense reimbursements
(Note 6) 5,325 9,156 7,699 25,739
General and administrative 14,314 7,949 57,668 43,292
Bad debt expense-mortgage
notes receivable (Note 4) - - 305,364 -
Total expenses 19,639 17,105 370,731 69,031
Net income (loss) $ 3,103 $139,720 $(236,402)$ 422,800
Allocation of net income (loss)
(Note 5):
Limited Partners (30,059
Units outstanding) $ 3,072 $138,323 $(234,038)$ 418,572
Limited Partner Interest Per
Unit $ .10 $ 4.61 $ (7.79) $ 13.93
General Partners $ 31 $ 1,397 $ (2,364)$ 4,228
The accompanying notes are an integral
part of the financial statements.
KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(Unaudited)
For the Nine Months
Ended September 30,
1998 1997
Operating activities:
Net income (loss) $ (236,402)$ 422,800
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating
activities:
Changes in assets and liabilities:
Decrease (increase) in accrued interest
receivable-mortgage notes 83,585 (3,370)
Decrease in due from affiliates - 16,250
Increase in other assets (11,363) (193)
Decrease in liabilities (6,301) (6,124)
Net cash provided by (used in)
operating activities (170,481) 429,363
Investing activities:
Principal collections from mortgage
notes receivable 7,569,084 23,915
Decrease in mortgage notes receivable 45,365 -
Net cash provided by investing
activities 7,614,449 23,915
Financing activity:
Distributions (6,915,088) (455,439)
Net increase (decrease) in cash and cash
equivalents 528,880 (2,161)
Cash and cash equivalents, beginning of period 1,110,110 1,112,524
Cash and cash equivalents, end of period $ 1,638,990 $1,110,363
The accompanying notes are an integral
part of the financial statements.
KRUPP INSTITUTIONAL MORTGAGE FUND 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. In the opinion of
The Krupp Corporation and The Krupp Company
Limited Partnership-III ("Krupp Co.-III"), the
General Partners of Krupp Institutional
Mortgage Fund Limited Partnership (the
"Partnership"), the disclosures contained in
this report are adequate to make the
information presented not misleading. See
Notes to Financial Statements in the
Partnership's Annual Report on Form 10-K for
the year ended December 31, 1997 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
necessary to present fairly the Partnership's
financial position as of September 30, 1998,
its results of operations for the three and
nine months ended September 30, 1998 and 1997,
and cash flows for the nine months ended
September 30, 1998 and 1997.
The results of operations for the three and
nine months ended September 30, 1998 are not
necessarily indicative of the results which
may be expected for the full year. See
Management's Discussion and Analysis of
Financial Condition and Results of Operations
included in this report.
(2)Cash and Cash Equivalents
Cash and cash equivalents consisted of the
following:
September 30, December 31,
1998 1997
Cash and money market accounts $ 1,342,351 $ 316,218
Commercial paper 296,639 793,892
$ 1,638,990 $ 1,110,110
(3)Krupp Equity Limited Partnership ("KELP")
The Partnership made loans to KELP, an
affiliate of the Partnership, as provided
under the Master Loan Agreement and Collateral
Pledge Agreement ("Agreements"). Pursuant to
the Agreements, the mortgage notes receivable
are cross collateralized by the KELP
properties. The purpose of KELP is to
acquire, manage, operate and sell real estate
and personal property; and to borrow funds
from the Partnership and other sources to
finance the acquisition, management and
operation of real estate and personal property
related thereto. Condensed financial
statements of KELP are as follows:
Continued
KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, Continued
(3) Krupp Equity Limited Partnership ("KELP"), Continued
KRUPP EQUITY LIMITED PARTNERSHIP
CONDENSED BALANCE SHEETS
ASSETS
(Unaudited)
September 30,December 31,
1998 1997
Real estate assets:
Real estate, at cost {A} $ - $ 12,810,945
Property valuation provision {B} - (3,995,696)
Accumulated depreciation {A} - (4,036,553)
Total real estate assets - 4,778,696
Other assets - 258,748
Total assets $ - $ 5,037,444
LIABILITIES AND PARTNERS' DEFICIT
Mortgage notes payable to the
Partnership {A}{C} $ - $ 28,258,421
Notes payable to an affiliate {C} - 300,000
Accrued interest payable to
affiliates {A}{C} - 10,290,445
Due to affiliates {C} - 670,367
Other liabilities {D} - 315,202
Total liabilities - 39,834,435
Partners' deficit - (34,796,991)
Total liabilities and Partners'
deficit $ - $ 5,037,444
KRUPP EQUITY LIMITED PARTNERSHIP
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
1998 1997 1998 1997
Revenue {A} $ - $ 254,830 $ 107,422$ 1,160,346
Property operating
expenses {C - (62,248) (358,207) (316,281)
Depreciation and
amortization {A} - (61,924) - (356,637)
Interest {A} - (754,227) - 1,541,770)
Loss before gain on sale
of properties and
extinguishment of debt - (623,569) (250,785) (2,054,342)
Gain:
Sale of properties {A} - - 171,625 -
Extinguishment of
debt {C} - - 34,920,970 108,711
Net income (loss) $ - $(623,569)$34,841,810 $(1,945,631)
Continued
KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, Continued
(3)Krupp Equity Limited Partnership ("KELP"),
Continued
{A}Pursuant to its disposition strategy, KELP
sold its remaining properties on January 30,
1998 to unaffiliated third parties. KELP's
properties were included in a package with
twelve other properties owned by affiliates of
KELP's General Partner. The total selling
price of the fourteen properties was
$138,000,000, of which KELP received
$5,027,200 for the sale of its properties,
less its share of closing costs. KELP used
the net sales proceeds of $4,778,696 to pay
down the mortgage notes payable to the
Partnership. For financial reporting
purposes, KELP realized a gain of $171,625 on
the sale. The gain was calculated as the
difference between the properties' selling
prices less net book value of the properties
and closing costs.
The sale of KELP's properties is considered
cause for dissolution of KELP, as defined by
KELP's Partnership Agreement. Accordingly,
KELP's remaining liabilities of $374,243 were
transferred to its General Partner in the
second quarter of 1998. Subsequently, KELP
distributed its remaining assets of $45,075 to
its partners. In conjunction with the final
distribution, KELP was effectively dissolved.
As a result of the sale of KELP's properties,
certain notes totaling $2,790,388, pledged to
the Partnership under a Collateral Pledge
Agreement, were paid by the original General
Partners of KELP to the Partnership, on May
12, 1998.
{B}In accordance with Financial Accounting
Standard No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-
Lived Assets to Be Disposed Of", at December
31, 1997, KELP recorded a cumulative property
valuation provision of $3,995,696 based on the
selling prices of the properties less
estimated costs to sell.
{C}At March 31, 1998, KELP was released from
$34,920,970 of obligations with respect to the
mortgage notes and accrued interest payable to
an affiliate of $33,585,515, a demand note and
accrued interest payable to an affiliate of
$661,070 and expense reimbursements to an
affiliate of $674,385. KELP recorded a gain
on extinguishment of debt which was equivalent
to the releases.
{D}KELP was named in a lawsuit filed during
1996, in which the plaintiff has stated a
claim for a brokerage commission in the amount
of $260,000 as a result of the sale of Village
Green Apartments. In 1993, the plaintiff
fortuitously found a party interested in
purchasing Village Green Apartments from the
defendant, however, no purchase was ultimately
negotiated, as the prospective purchaser would
not meet KELP's asking price. In October,
1995, negotiations were rekindled and KELP
entered into a purchase and sale agreement and
consummated the sale in March, 1996. The
plaintiffs have filed suit seeking a full
commission, $260,000, calculated as 5% of the
selling price, related to the sale. The
plaintiffs did not have a written brokerage
agreement and were not the procuring cause of
the ultimate sale of the property, however
they did introduce the parties to the ultimate
transaction. The outcome of this litigation
cannot be presently determined, however KELP
recorded a provision of $260,000 which was
subsequently transferred to its General
Partner during the second quarter of 1998, as
discussed above.
Continued
KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, Continued
(4)Bad Debt Expense, Provisions for Credit
Losses and Accrued Interest Reserves
As of September 30, 1998, the General Partners
of the Partnership recognized bad debt expense
on its mortgage notes receivable of $305,364,
based on the difference between the net sales
proceeds received from the sale of KELP's
properties and the carrying values of the
loans.
At December 31, 1997, the General Partners of
the Partnership had cumulative provisions for
credit losses of $15,851,013 recorded on its
mortgage notes receivable and $14,638,760
recorded as uncollectible interest on accrued
interest receivable. These cumulative
provisions were recorded against the carrying
value of the assets in order to reflect
management's estimates of the underlying
property values.
(5)Summary of Change in Partners' Equity
A summary of changes in Partners' equity
(deficit) for the nine months ended September
30, 1998 is as follows:
Total
Limited General Partners'
Partners Partners Equity
Balance at
December 31, 1997 $ 8,999,051$(211,732) $ 8,787,319
Net loss (234,038) (2,364) (236,402)
Distributions:
Operations (150,295) (1,518) (151,813)
Capital transaction (6,763,275) - (6,763,275)
Balance at
September 30, 1998 $ 1,851,443 $(215,614)$ 1,635,829
(6)Related Party Transactions
The Partnership reimburses affiliates of the
General Partners for certain expenses incurred
in connection with the activities of the
Partnership, including communications,
bookkeeping and clerical work necessary in
maintaining relations with Limited Partners,
and accounting, tax and computer services
necessary for the maintenance of the books and
records of the Partnership.
KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED
PARTNERSHIP
Item 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management's Discussion and Analysis of
Financial Condition and Results of Operations
contains forward-looking statements including
those concerning Management's expectations
regarding the future financial performance and
future events. These forward-looking
statements involve significant risk and
uncertainties, including those described
herein. Actual results may differ materially
from those anticipated by such forward-looking
statements.
Liquidity and Capital Resources
Pursuant to its disposition strategy, on
January 30, 1998 the General Partner of KELP
sold KELP's remaining properties to
unaffiliated third parties. KELP's properties
were included in a package with twelve other
properties owned by affiliates of KELP's
General Partner. The total selling price of
the fourteen properties was $138,000,000, of
which KELP received $5,027,200 for the sale of
its properties, less its share of the closing
costs. KELP used the net proceeds from the
sale to pay down the mortgage notes payable to
the Partnership (see Note 3). The sale of
KELP's properties is considered cause for
Dissolution of KELP, as defined by KELP's
Partnership Agreement. Accordingly, KELP's
remaining liabilities were transferred to its
General Partner and its remaining assets
distributed to its partners in the second
quarter of 1998. In conjunction with the
final distribution, KELP was effectively
dissolved.
As a result of the sale of KELP's properties,
certain notes totaling $2,790,388, issued by
the original General Partners of KELP, which
had been pledged to the Partnership under a
Collateral Pledge Agreement, were paid to the
Partnership by the original General Partners
of KELP on May 12, 1998.
As of September 30, 1998, the General Partners
of the Partnership recognized bad debt expense
on its mortgage notes receivable of $305,364,
based on the difference between the net sales
proceeds received from the sale of KELP's
properties and the carrying values of the
loans.
The sale of KELP's properties and the
subsequent pay down of the Partnership's
mortgage notes receivable, together represent
an Event Causing Dissolution, as defined by
the Partnership Agreement.
On May 15, 1998, the Partnership made a
special distribution of $225 per Unit based
upon approximately 80% of the proceeds of the
sale and estimated liquidation value of
remaining Partnership assets. Once all
necessary reserves and contingent liabilities
are funded, the remaining proceeds will be
distributed. All Partnership affairs are
expected to be completed by year-end.
Operations
Net income, net of bad debt expense from
mortgage notes receivable, decreased for the
three and nine months ended September 30, 1998
when compared to the same periods in 1997,
primarily due to the decrease in total income.
Total income decreased during the three and
nine months ended September 30, 1998, as
compared to the three and nine months ended
September 30, 1997, due to a decrease in
interest income on mortgage notes receivable
as a result of the sale of KELP's properties
(see Note 3). This decrease was partially
offset by an increase in interest income
earned on cash equivalents as a result of
higher cash and cash equivalent balances
available for investment.
Total expenses for the three months ended
September 30, 1998 as compared to the three
months ended September 30, 1997 remained
stable.
Continued
KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED
PARTNERSHIP
Operations, Continued
Total expenses, net of bad debt expense from
mortgage notes receivable, decreased when
comparing the nine months ended September 30,
1998 to the nine months ended September 30,
1997, primarily due to lower expense
reimbursements incurred in connection with the
preparation and mailing of Partnership reports
and other investor communications.
KRUPP INSTITUTIONAL MORTGAGE FUND 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 Institutional Mortgage Fund Limited Partnership
(Registrant)
BY: /s/Wayne H. Zarozny
Wayne H. Zarozny
Treasurer and Chief Accounting
Officer of The Krupp Corporation, a
General Partner.
DATE: November 10, 1998