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, 2000 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 0-20164 Krupp Government Income Trust II Massachusetts 04-3073045 (State or other jurisdiction of incorporation or organization) (IRS employer identification no.) One Beacon Street, Boston, Massachusetts 02108 (Address of principal executive offices) (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 GOVERNMENT INCOME TRUST II BALANCE SHEETS ASSETS June 30, December 31, 2000 1999 Participating Insured Mortgage Investments ("PIMIs")(Note 2) Insured mortgages $ 121,906,335 $131,750,452 Additional Loans, net of impairment provision of $2,994,000 21,298,351 21,298,351 Participating Insured Mortgages ("PIMs")(Note 2) 37,816,291 37,994,412 Mortgage-Backed Securities ("MBS")(Note 3) 19,794,948 21,127,474 Total mortgage investments 200,815,925 212,170,689 Cash and cash equivalents 7,318,276 8,653,673 Prepaid acquisition fees and expenses, net of accumulated amortization of $8,298,097 and $8,093,170, respectively 5,497,740 6,522,092 Prepaid participation servicing fees, net of accumulated amortization of $2,486,872 and $2,262,659 respectively 2,008,847 2,233,060 Interest receivable and other assets 1,171,334 1,629,549 Total assets $ 216,812,122 $231,209,063 LIABILITIES AND SHAREHOLDERS' EQUITY Deferred income on Additional Loans $ 2,774,963 $ 2,692,976 Other liabilities 162,527 150,025 Total liabilities 2,937,490 2,843,001 Shareholders' equity (Note 4) Common stock, no par value; 25,000,000 Shares authorized; 18,371,477 Shares issued and outstanding 214,456,666 228,920,012 Accumulated comprehensive loss (582,034) (553,950) Total Shareholders' equity 213,874,632 228,366,062 Total liabilities and Shareholders' equity $ 216,812,122 $231,209,063 The accompanying notes are an integral part of the financial statements. KRUPP GOVERNMENT INCOME TRUST II STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the Three Months For the Six Months Ended June 30, Ended June 30, 2000 1999 2000 1999 Revenues: Interest income - PIMs and PIMIs: Basic interest $ 2,818,726 $ 3,003,293 $ 5,644,844 $ 6,013,882 Additional loan interest 381,175 446,566 840,783 974,594 Participation interest 275,667 254,482 1,380,902 254,482 Interest income - MBS 374,253 611,225 751,306 1,253,332 Interest income - cash and cash equivalents 105,035 236,990 245,086 466,486 Total revenues 3,954,856 4,552,556 8,862,921 8,962,776 Expenses: Asset management fee to an affiliate 381,352 435,676 764,523 871,899 Expense reimbursements to affiliates 78,825 79,161 142,703 118,584 Amortization of prepaid fees and expenses 441,591 490,328 1,248,565 980,656 General and administrative 158,193 146,501 226,992 209,706 Total expenses 1,059,961 1,151,666 2,382,783 2,180,845 Net income 2,894,895 3,400,890 6,480,138 6,781,931 Other comprehensive income: Net change in unrealized loss on MBS 7,133 (528,174) (28,084) (564,279) Total comprehensive income $ 2,902,028 $ 2,872,716 $ 6,452,054 $ 6,217,652 Basic earnings per share $ .15 $ .19 $ .35 $ .37 Weighted average shares outstanding 18,371,477 18,371,477 The accompanying notes are an integral part of the financial statements. KRUPP GOVERNMENT INCOME TRUST II STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 2000 1999 Operating activities: Net income $ 6,480,138 $ 6,781,931 Adjustments to reconcile net income to net cash provided by operating activities: Amortization of net premium 29,612 110,680 Amortization of prepaid fees and expenses 1,248,565 980,656 Changes in assets and liabilities: Decrease (increase) in interest receivable and other assets 458,215 (118,840) Increase in deferred income on Additional Loans 81,987 17,669 Increase in other liabilities 12,502 137,556 Net cash provided by operating activities 8,311,019 7,909,652 Investing activities: Principal collections on MBS 1,274,714 5,441,966 Principal collections on PIMs and Insured Mortgages 10,022,354 842,661 Net cash provided by investing activities 11,297,068 6,284,627 Financing activity: Dividends (20,943,484) (11,482,198) Net (decrease) increase in cash and cash equivalents (1,335,397) 2,712,081 Cash and cash equivalents, beginning of period 8,653,673 18,010,578 Cash and cash equivalents, end of period $ 7,318,276 $ 20,722,659 Non Cash Activities: Decrease in Fair Value of MBS $ (28,084) $ (564,279) The accompanying notes are an integral part of the financial statements. KRUPP GOVERNMENT INCOME TRUST II 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 Berkshire Mortgage Advisors Limited Partnership (the "Advisor"), the Advisor to Krupp Government Income Trust II (the "Trust"), the disclosures contained in this report are adequate to make the information presented not misleading. See Notes to Financial Statements in the Trust's Form 10-K for the year ended December 31, 1999 for additional information relevant to significant accounting policies followed by the Trust. In the opinion of the Advisor of the Trust, the accompanying unaudited financial statements reflect all adjustments (consisting primarily of normal recurring accruals) necessary to present fairly the Trust's financial position as of June 30, 2000, the results of its operations for the three and six months ended June 30, 2000 and 1999, and its cash flows for the six months ended June 30, 2000 and 1999. The results of operations for the three and six months ended June 30, 2000 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 and PIMIs At June 30, 2000, the Trust's PIMs and PIMIs have a fair value of $176,761,100 and gross unrealized losses of $4,259,877. The PIMs and PIMIs have maturities ranging from 2006 to 2036. At June 30, 2000, there are no insured mortgage loans within the Trust's portfolio that are delinquent of principal or interest. Oasis at Springtree and Windmill Lakes both have been adversely affected by the competitive South Florida rental housing market. The Advisor recorded an impairment provision of $2,994,000 in total against the two Additional Loans during the fourth quarter of 1998. Based on its analyses of the property operations underlying the PIMIs, it continues to maintain that allowance. In March 2000, the Trust received $175,489 of participation interest based on 1997 operating results for Falls at Hunters Pointe from borrower escrows controlled by the Trust. On July 11, 2000, the Advisor, on behalf of the Trust, filed a complaint against the partners of the borrowing entity. The Trust is seeking collection of delinquent participation interest relating to 1998 and 1999 along with late payment penalties and legal fees. During the first quarter of 2000, the Trust received the prepayment of the Windsor Lake PIMI consisting of a first mortgage with a remaining balance of $9,172,642. The Trust had previously received the balance of $2,000,000 on the Additional Loan, $40,000 of base interest on the Additional Loan and $792,907 of participation interest in December 1999. On February 2, 2000, the Advisor declared a special dividend of $.66 per Share that was paid on February 18, 2000 from the payoff of the mortgage on the Windsor Lake PIMI. During the first half the Trust received participation interest of $686,165 from The Lakes PIMI, $346,514 from the Martin's Landing PIMI, $175,968 from the Seasons PIMI, $50,000 from the Crossings Village PIMI, $49,699 from The Fountains PIM and $72,556 from the Mequon Trails PIM. The Lakes and Martin's Landing payments related to 1998 and 1999 property operations, Mequon Trails and The Fountains payments related to 1998 property operations and the Crossings Village and Seasons payments related to 1999 property operations. Continued KRUPP GOVERNMENT INCOME TRUST II NOTES TO FINANCIAL STATEMENTS, Continued 3. MBS At June 30, 2000, the Trust's MBS portfolio has an amortized cost of $20,376,982 and gross unrealized gains and losses of $16,857 and $598,891, respectively. The MBS portfolio has maturities ranging from 2009 to 2031. 4. Changes in Shareholder's Equity A summary of changes in Shareholders' equity for the six months ended June 30, 2000 is as follows: Accumulated Total Common Retained Comprehensive Shareholders' Stock Earnings Loss Equity Balance at December 31, 1999 $ 228,920,012 $ - $ (553,950) $ 228,366,062 Net income - 6,480,138 - 6,480,138 Dividends (14,463,346) (6,480,138) - (20,943,484) Change in unrealized loss on MBS - (28,084) (28,084) Balance at $ 214,456,666 $ - $ (582,034) $ 213,874,632 June 30, 2000 5. Related Party Transactions The Trust received $221,641 and $221,641 of Additional Loan Interest from an affiliate of the Advisor during the three months ended June 30, 2000 and 1999, respectively. The Trust also received participation interest of $175,968 and $191,982 from an affiliate of the Advisor during the three months ended June 30, 2000 and 1999, respectively. The Trust received $221,641 and $221,641 of Additional Loan Interest from an affiliate of the Advisor during the six months ended June 30, 2000 and 1999, respectively. The Trust also received participation interest of $175,968 and $191,982 from an affiliate of the Advisor during the six months ended June 30, 2000 and 1999, respectively. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources At June 30, 2000 the Trust had liquidity consisting of cash and cash equivalents, of approximately $7.3 million as well as the cash inflows provided by PIMs, PIMIs, MBS, cash and cash equivalents. The Trust may also receive additional cash flow from the participation features of its PIMs and PIMIs. The Trust anticipates that these sources will be adequate to provide the Trust with sufficient liquidity to meet its obligations, including providing dividends to its investors. The most significant demand on the Trust's liquidity is quarterly dividends paid to investors of approximately $4.4 million, and special distributions. Funds for dividends come from interest income received on PIMs, PIMIs, MBS and cash and cash equivalents net of operating expenses, and the principal collections received on PIMs, PIMIs and MBS. The portion of dividends funded from principal collections reduces the capital resources of the Trust. As the capital resources of the Trust decrease, the total cash flows to the Trust will also decrease which may result in periodic adjustments to the dividends paid to the investors. The Advisor periodically reviews the dividend rate to determine whether an adjustment is necessary based on projected future cash flows. The current dividend rate is $.24 per Share per quarter. In general, the Advisor tries to set a dividend rate that provides for level quarterly distributions. To the extent quarterly dividends do not fully utilize the cash available for distribution and cash balances increase, the Advisor may adjust the dividend rate or distribute such funds through a special distribution. In addition to providing guaranteed or insured monthly principal and interest payments, the Trust's investments in the PIMs and PIMIs also may provide additional income through the interest on the Additional Loan portion of the PIMIs as well as participation income based on operating cash flow and increase in the value realized upon the sale or refinance of the underlying properties. However, these payments are neither guaranteed nor insured and depend on the successful operations of the underlying properties. The Trust received the first installment of Additional Loan interest from seven of the PIMI investments during the six months ended June 30, 2000. The Trust also received a payment from the borrower on the Windmill Lakes PIMI, which was applied to delinquent Additional Loan interest. The Advisor determined that the borrower on the Norumbega PIMI had paid Additional Loan interest from funds other than surplus cash, which resulted in overpayments during the previous three years; consequently, the Trust will not receive any Additional Loan interest until the overpayment has been reversed. The Trust received participation interest totaling $1,380,902 during the first half of 2000. The Trust collected $72,556 of participation interest based on 1998 operating results for Mequon Trails, $346,514 of participation interest based on both 1998 and 1999 operating results for Martins Landing, $686,165 of participation interest based on both 1998 and 1999 operating results for The Lakes at Vinings, $175,968 of participation interest based on the second half of 1999 operations for The Seasons, $50,000 of participation interest from Crossings Village based on 1999 operating results and $49,699 of participation interest from The Fountains based on 1998 operations. The Trust expects to collect participation interest based on successful 1999 operating results from Mequon Trails, Sunset Summit, and Mill Pond II during 2000. The Advisor is closely monitoring four other properties due to market conditions or payment issues relating to the Additional Loans. Competitive market conditions in the south Florida market have adversely affected the ability of both Windmill Lakes and Oasis at Springtree to generate sufficient cash flow from operations to service the interest payments due on the Additional Loans. Operating results at Mill Pond II weakened during its most recent fiscal year; consequently the Advisor does not expect to receive any participation interest during 2000. The Borrower on the Falls at Hunters Pointe PIMI was declared in default under the terms of the participation and Additional Loan documents for non-payment of participation interest due on 1997 and 1998 operating results. The strength of the South Florida economy, bolstered by an expanding business environment and in-migration coupled with low interest rates and available building sites, has fostered aggressive development of both single family homes and new apartments. Oasis at Springtree is located in the Sunrise submarket, an established market that has seen some major rehab activity as well as new infill construction in the multifamily sector. Occupancy at Oasis has remained stable over the past three years in the low 90% range; however, occupancy has become increasingly more expensive to achieve. Because Oasis must compete with newer or rehabilitated properties, maintenance costs have risen as the standards that apartment communities are judged by continue to rise. However, as an older property, Oasis has not been able to command the commensurate rental rate increases it needs to be able to pay for improvements that will enhance its appeal in the market. Consequently, the Advisor agreed to defer Additional Loan interest payments for 1999 to free up funds for some major capital projects. As a result of the factors described above, the Advisor determined that the Additional Loan collateralized by the Oasis at Springtree asset was impaired, and the Trust recorded a valuation allowance of $994,000 in the fourth quarter of 1998 and continues to maintain that allowance. Windmill Lakes is located in the Pembroke Pines submarket, a market that had vast tracts of vacant land three years ago and has seen explosive construction activity since then in single family, multifamily and retail sectors. Windmill Lakes is a ten-year old, basic apartment community that has not been able to compete against the influx of new apartment communities that have extensive amenity packages. Builders use deep marketing concessions to fill the new properties, lowering the cost of renting a new apartment and making it more difficult for older properties like Windmill Lakes to attract residents. Occupancy has dropped as low as 80%, although there has been a slight recovery to the mid to high 80% range during the first half of 2000. The property's curb appeal, a critical element in a competitive market, has suffered as well because there has not been enough cash flow for adequate maintenance. Consequently, the borrower has been delinquent in his obligation to pay Additional Loan interest since March 1998. Although he has tried to sell the property, the borrower has been unable to secure a purchase price that will cover the property's outstanding liabilities. The Advisor has agreed to defer the delinquent Additional Loan payments pending a sale of the property. In the mean time, the borrower paid $25,000 towards the delinquent Additional Loan interest during the first quarter. If it becomes apparent that a sale of the property at a mutually acceptable price to both the Trust and the borrower will not be possible, the Advisor will reassess the feasibility of extending long-term debt service relief rather than risk the consequences of a default. As a result of the factors described above, the Advisor determined that the Additional Loan collateralized by the Windmill Lakes asset was impaired, and the Trust recorded a valuation allowance of $2,000,000 in the fourth quarter of 1998 and continues to maintain that allowance. In November 1999, the Trust notified the borrower on the Falls at Hunters Pointe PIMI that he was in default for non payment of participating interest due to the Trust based on 1997 and 1998 operating results. The borrower has failed to cure the default. Consequently, the Trust elected to use a portion of the borrower's funds held in escrow to cure the 1997 portion of the default. The borrower remains in default for 1998 operating results and is now in default for 1999 operating results. The Trust has filed a complaint against the partners of the Borrowing entity. The Trust is seeking collection of the delinquent participation interest related to 1998 and 1999 along with late payment penalties and legal fees. Whether the operating performance of any of the properties mentioned above provide sufficient cash flow from operations to pay either the Additional Loan interest or participation income will depend on factors that the Trust has little or no control over. Should the properties be unable to generate sufficient cash flow to pay the Additional Loan interest, it would reduce the Trust's distributable cash flow and could affect the value of the Additional Loan collateral. On December 16, 1999, the Trust received $2,832,907 from Windsor Lake; consisting of $2,000,000 from the payoff of the Additional Loan, $40,000 of Additional Loan interest, and $792,907 of Participation income. The payoff of the balance on the insured mortgage, $9,172,642 was received on January 26, 2000. The Trust paid a special dividend of $.66 per Share from the prepayment proceeds. There are contractual restrictions on the prepayment of the PIMs and PIMIs. During the first five years of the investment, borrowers are generally prohibited from repayment. During the second five years, the PIM borrowers can prepay the insured first mortgage by paying the greater of a prepayment premium or the participation income due at the time of the prepayment. Similarly, the PIMI borrowers can prepay the insured first mortgage and the Additional Loan by satisfying the Preferred Return obligation. The participation features and the Additional Loans are neither insured nor guaranteed. If the prepayment of the PIM or PIMI results from the foreclosure on the underlying property or an insurance claim, the Trust generally would not receive any participation income or any amounts due under the Additional Loan. The Trust has the option to call certain PIMs and all the PIMIs by accelerating their maturity if the loans are not prepaid by the tenth year after permanent funding. The Advisor will determine the merits of exercising the call option for each PIM and PIMI as economic conditions warrant. Such factors as the condition of the asset, local market conditions, the interest rate environment and available financing will have an impact on these decisions. Results of Operations The Trust's net income for the six months ended June 30, 2000 decreased by approximately $302,000 as compared to the six months ended June 30, 1999 due primarily to decreases in basic interest on PIMs and PIMIs, interest income on MBS and cash and cash equivalents and an increase in amortization of prepaid fees and expenses net of an increase in participation interest. Participation interest increased due to the Trust receiving payments from six mortgage investments compared to two in 1999. Interest income on MBS decreased primarily due to the Estates payoff in 1999. Amortization expense increased due to writing off the remaining unamortized fees and expenses related to Windsor Lake. Basic interest decreased due to the Windsor Lake payoff. Interest income on cash and cash equivalents decreased due to lower average invested balances. Net income decreased by approximately $506,000 for the three months ended June 30, 2000 as compared to the three months ended June 30, 1999 due primarily to lower basic interest income on PIMs and PIMIs and interest income on MBS. Basic interest on PIM and PIMIs and interest income on MBS decreased due to the issues mentioned above. The Trust generally funds a portion of its dividends with principal collections, which will continue to reduce the assets of the Trust thereby reducing the income, generated by the Trust in the future. Additionally, asset management fees will decrease as the Trust's investments in MBS, PIMS, and insured mortgages continue to decline as a result of principal collections. Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Assessment of Credit Risk The Trust's investments in mortgages, with the exception of the Additional Loans, are guaranteed or insured by Fannie Mae, the Federal Home Loan Mortgage Corporation (FHLMC), the Government National Mortgage Association (GNMA) or the Department of Housing and Urban Development (HUD), and therefore, the risk of a material loss of amounts invested is remote. The certainty of principal on the Trust's investments primarily depends upon the creditworthiness of these entities. Fannie Mae is a federally chartered private corporation that guarantees obligations originated under its programs. However, obligations of FNMA are not backed by the U.S. Government. Fannie Mae is one of the largest corporations in the United States and the Secretary of the Treasury of the United States has discretionary authority to lend up to $2.25 billion to Fannie Mae at any time. 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 represent interests in pooled mortgages insured by HUD. HUD, an agency of the U.S. Government, insures the obligations originated under its programs, which are backed by the full faith and credit of the U.S. Government. The Trust's Additional Loans have similar risks as those associated with higher risk debt instruments, including: reliance on the owner's operating skills, ability to maintain occupancy levels, control operating expenses, ability to maintain the properties and obtain adequate insurance coverage. Operations also may be effected by adverse changes in general economic conditions, adverse local conditions, and changes in governmental regulations, real estate zoning laws, or tax laws; and other circumstances over which the Trust may have little or no control. The Trust includes in cash and cash equivalents approximately $6.6 million of Agency paper. Interest Rate Risk The Trust's primary market risk exposure is to interest rate risk, which can be defined as the exposure of the Trust's net income, comprehensive income or financial condition to adverse movements in interest rates. At June 30, 2000, the Trust's PIMs, PIMIs and MBS comprise the majority of the Trust's assets. As such, decreases in interest rates may accelerate the prepayment of the Trust's investments. The Trust does not utilize any derivatives or other instruments to manage this risk as the Trust plans to hold all of its investments to expected maturity. The Trust monitors prepayments and considers prepayment trends, as well as dividend requirements of the Trust, when setting regular dividend policy. For MBS, the fund forecasts prepayments based on trends in similar securities as reported by statistical reporting entities such as Bloomberg. For PIMs and PIMIs, the Trust incorporates prepayment assumptions into planning as individual properties notify the Trust of the intent to prepay or as they mature. KRUPP GOVERNMENT INCOME TRUST II 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 (a) Exhibits (10.1) Assignment and Assumption Agreement, dated August 5, 1993, between Krupp Government Income Trust ("Assignor") and Krupp Government Income Trust II ("Assignee"). (10.2) Assignment of Additional Loan Agreement, dated August 5, 1993, between Krupp Government Income Trust ("Assignor") and Krupp Government Income Trust II ("Assignee"). (10.3) Assignment of Subordinated Deed of Trust, dated August 6, 1993, between Krupp Government Income Trust and Krupp Government Income Trust II. 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 Government Income Trust II (Registrant) BY: / s / Robert A. Barrows Robert A. Barrows Treasurer and Chief Accounting Officer of Krupp Government Income Trust II. DATE: August 6, 2000