UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 2000
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file number 0-20164
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Krupp Government Income Trust II
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(Exact name of registrant as specified in its charter)
Massachusetts 04-3073045
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
One Beacon Street, Boston, Massachusetts 02108
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(Address of principal executive offices) (Zip Code)
(617) 523-0066
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title: Name of Exchange on which Registered
Shares of Beneficial Interest: None
Securities registered pursuant to Section 12(g) of the Act: None
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
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ].
Aggregate market value of voting securities held by non-affiliates: Not
applicable.
Documents incorporated by reference: see Part IV, Item 14
The exhibit index is located on pages 12-18.
PART I
This Form 10-K 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.
ITEM 1. BUSINESS
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Krupp Government Income Trust II (the "Trust") is a Massachusetts business trust
which was formed on February 8, 1991 and is authorized to sell up to 25,000,000
shares of beneficial interest (the "Shares"). Berkshire Realty Advisors Limited
Partnership acquired 10,000 of such Shares and 18,315,158 Shares were sold under
the Trust's public offering for $365,686,058 net of purchase volume discounts of
$617,102. On December 29, 1994, Berkshire Mortgage Advisors Limited Partnership
acquired Berkshire Realty Advisors Limited Partnership's 10,000 shares and
assumed the role of the Advisor to the Trust. Under the Dividend Reinvestment
Plan ("DRP"), 46,319 Shares were sold for $880,061 (the remaining 6,628,523
Shares are available for general Trust purposes). The Trust has utilized the net
proceeds from the public offering to acquire participating insured mortgages
("PIMs"), participating insured mortgage investments ("PIMIs") and
mortgage-backed securities ("MBS"). The Trust considers itself to be engaged in
only one industry segment, investment in mortgages.
The Trust has elected to be treated as a real estate investment trust ("REIT"),
under the Internal Revenue Code of 1986, as amended. The Trust shall terminate
on December 31, 2030, unless earlier terminated by the affirmative vote of
holders of a majority of the outstanding shares entitled to vote thereon. See
Note A of Notes to Financial Statements included in Appendix A of this report
for additional information.
The Trust's investments in PIMs on multi-family residential properties consist
of (1) a MBS or an insured mortgage loan (collectively, the "insured mortgage")
guaranteed or insured as to principal and basic interest and (2) a participating
mortgage. The insured mortgages were issued or originated under or in connection
with the housing programs of Fannie Mae or the Federal Housing Administration
("FHA") under the authority of the Department of Housing and Urban Development
("HUD"). PIMs provide the Trust with monthly payments of principal and basic
interest and may also provide for Trust participation in the current revenue
stream and in the residual value, if any, from a sale or other realization of
the underlying property. The borrower conveys the participation rights to the
Trust through a subordinated promissory note and mortgage. The participation
features are neither insured nor guaranteed.
The PIMIs consist of (1) an insured mortgage, issued by Fannie Mae or originated
under the lending program of the FHA, (2) an additional loan ("Additional Loan")
to the borrower or owners of the borrower in excess of mortgage amounts insured
or guaranteed under Fannie Mae or FHA programs that increases the Trust's total
financing with respect to that property and (3) a participating mortgage.
Additional Loans associated with insured mortgages issued or originated under or
in connection with HUD insured programs cannot, under government regulations, be
collateralized by a mortgage on the underlying property. These Additional Loans
are typically collateralized by a security interest satisfactory to Berkshire
Mortgage Advisors Limited Partnership ("the Advisor"), but are neither insured
nor guaranteed. Additional Loans associated with Fannie Mae insured mortgages
are collateralized by a subordinated mortgage on the underlying property but are
neither insured nor guaranteed. In addition, the participation features related
to the participating mortgage are neither insured nor guaranteed. Under the
Additional Loans, the Trust receives semi-annual interest payments and a
Preferred Return representing a non-compounded cumulative return on the
outstanding indebtedness, usually the aggregate amount of the insured mortgage
and Additional Loan. The Participating mortgage provides for Trust participation
in the net income and residual value, if any, of the underlying property.
The Trust also acquired MBS collateralized by single-family mortgage loans
issued or originated by Fannie Mae or the Federal Home Loan Mortgage Corporation
("FHLMC"). Fannie Mae and FHLMC guarantee the principal and interest of the
Fannie Mae and FHLMC MBS, respectively.
The Trust will distribute all proceeds from prepayments or other realizations of
mortgage assets to investors either through quarterly dividends or special
dividends.
Although the Trust will terminate no later than December 31, 2030, the value of
the PIMIs and PIMs may be realized by the Trust through repayment or sale as
early as ten years from the dates of the closings of the permanent loans, and
the Trust may realize the value of all of its other investments within that time
frame thereby resulting in a dissolution of the Trust significantly prior to
December 31, 2030.
The Trust's investments are not expected to be subject to seasonal fluctuations,
although net income may vary somewhat from quarter to quarter based upon the
participation features of its investments. The requirements for compliance with
federal, state and local regulations to date have not adversely affected the
Trust's operations, and the Trust anticipates no adverse effect in the future.
To qualify as a REIT for federal income tax purposes, the Trust made a valid
election to be so treated and must continue to satisfy a range of complex
requirements including criteria related to its ownership structure, the nature
of its assets, the sources of its income and the amount of its dividends to
shareholders. The Trust intends to qualify as a REIT in each year of operation,
however, certain factors may have an adverse effect on the Trust's REIT status.
If for any taxable year, the Trustees and the Advisor determine that any of the
asset, income, or dividend tests are not likely to be satisfied, the Trust may
be required to borrow money, dispose of mortgages or take other action to avoid
loss of REIT status.
Additionally, if the Trust does not qualify as a REIT for any taxable year, it
will be subject to federal income tax as if it were a corporation and the
shareholders will be taxed as shareholders of a corporation. If the Trust were
taxed as a corporation, the payment of such tax by the Trust would substantially
reduce the funds available for dividends to shareholders. To the extent that
dividends had been made in anticipation of the Trust's qualification as a REIT,
the Trust might be required to borrow additional funds or to liquidate certain
of its investments in order to pay the applicable tax. Moreover, should the
Trust's election to be taxed as a REIT be terminated or voluntarily revoked, the
Trust may not be able to elect to be treated as a REIT for the following
five-year period.
As of December 31, 2000, there were no personnel directly employed by the Trust.
ITEM 2. PROPERTIES
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None.
ITEM 3. LEGAL PROCEEDINGS
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There are no material pending legal proceedings to which the Trust is a party or
to which any of its investments are subject to.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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None.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
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Currently there is no established public trading market for the Shares.
The number of investors holding Shares as of December 31, 2000 was approximately
13,720.
The Trust has and intends to continue to declare and pay dividends on a
quarterly basis. The Trustees established a dividend rate per Share per quarter
of $.3125 for 1999 and $.24 per Share per quarter for 2000 and 2001.
ITEM 6. SELECTED FINANCIAL DATA
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The following table sets forth selected financial information regarding the
Trust's financial position and operating results. This information should be
read in conjunction with Management's Discussion and Analysis of Financial
Condition and Results of Operations and the Financial Statements and
Supplementary Data, which are included in Item 7 and Item 8, Appendix A of this
report, respectively.
(Amounts in thousands, except for per Share amounts)
2000 1999 1998 1997 1996
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Total revenues $ 16,978 $ 19,613 $ 21,630 $ 21,291 $ 19,877
Net income $ 13,625 $ 14,974 $ 13,183 $ 16,263 $ 14,999
Net income per Share $ .74 $ .82 $ .72 $ .89 $ .82
Weighted average Shares
outstanding 18,371 18,371 18,371 18,371 18,371
Total assets at December 31 $ 215,521 $ 231,209 $ 267,410 $ 293,158 $ 298,297
Average dividends per Share $ 1.62 $ 2.73 $ 2.12 $ 1.25 $ 1.25
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
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Liquidity and Capital Resources
At December 31, 2000 the Trust had liquidity consisting of cash and cash
equivalents, of approximately $7.1 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. The Trustees, based on the
Advisor's recommendations, generally 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 Trustees 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 interest 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 Additional Loan interest from seven of the PIMI investments
during the twelve months ended December 31, 2000. The Trust also received a
payment from the borrower on the Windmill Lakes PIMI, which was recorded as
deferred income on Additional Loans. During 1999, 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 absorbed.
The Trust received participation interest totaling $1,915,557 during the twelve
months ended December 31, 2000. The Trust collected $156,557 for Mequon Trails,
$346,514 for Martins Landing, $686,165 for The Lakes at Vinings, $175,489 for
Falls at Hunters Pointe, $446,574 for The Seasons, $50,000 from Crossings
Village and $54,258 from The Fountains. The Trust expects to collect
participation interest from Sunset Summit early in 2001. During 2000, property
operations at Oasis improved enough that the Trust was able to reverse its
allowance for loan loss of $994,000 on this property.
The Advisor is closely monitoring two 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 Windmill
Lakes to generate sufficient cash flow from operations to service the interest
payments due on the Additional Loan. 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 relating to 1998
and 1999 along with late payment penalties and legal fees.
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. 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.
During the fourth quarter of 2000, occupancy was in the 70% range. 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 its obligation to pay
Additional Loan interest since March 1998. Although the borrower 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 of 2000. 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
remained in default for 1998 operating results and for 1999 operating results.
The Trust filed a complaint against the partners of the borrowing entity to
collect the delinquent participation interest related to 1998 and 1999
operations along with late payment penalties and legal fees. In response to this
action, the borrower on the PIMI put the property up for sale. The sale
transaction closed during the first quarter of 2001. As a result of the sale,
the Trust received all delinquent participation interest due as well as its
share of the increase in the property's value.
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 interest. 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.
On October 18, 1999, the Trust received a payoff of $12,399,164 from the Estates
MBS consisting of an insured mortgage of $11,375,380 and a prepayment premium of
$1,023,784. During October 1999, the Trust paid a special dividend of $.68 per
Share from the proceeds received from the Estates MBS payoff.
During 1998, the Trust received the prepayment of the St. Germain PIMI
investment when the property was refinanced. The prepayment occurred four months
prior to the expiration of the five year prepayment prohibition. However, the
Advisor agreed to allow the transaction to be completed while market conditions
were favorable. The Trust received the prepayment of the principal balance of
the insured mortgage, $11,006,015, the principal balance of the Additional Loan,
$2,860,000, and Additional Loan interest $83,417. In addition, the Trust
received participation interest comprised of the outstanding preferred return on
the Trust's investment of $89,975, the Trust's share of operating cash flow of
$94,258, and the Trust's share in the increase in the value of the underlying
property of $1,874,032. The Trust paid a special dividend on September 28, 1998
of $.87 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 mortgage by paying the greater of a prepayment premium or the
participation interest due at the time of the prepayment. Similarly, the PIMI
borrowers can prepay the insured 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.
Assessment of Credit Risk
The Trust's investments in insured mortgages and MBS, are guaranteed or insured
by Fannie Mae, FHLMC, the Government National Mortgage Association (GNMA), and
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. However, obligations of Fannie Mae
are not guaranteed 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. Obligations
insured by HUD, an agency of the U.S. Government, are backed by the full faith
and credit of the U.S. Goverment.
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 affected by adverse changes in general economic conditions, 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's investments also include cash and cash equivalents of approximately
$6.2 million of Agency paper, which is issued by Government Sponsored
Enterprises with a credit rating equal to the top rating category of a
nationally recognized statistical rating organization.
Interest Rate Risk
The Trust's primary market risk exposure is to interest rate risk, which can be
defined as the exposure of the Trust's net income, comprehensive income or
financial condition to adverse movements in interest rates. At December 31,
2000, the Trust's PIMs, PIMIs and MBS comprise the majority of the Trust's
assets. As such, decreases in interest rates may accelerate the prepayment of
the Trust's investments. The Trust does not utilize any derivatives or other
instruments to manage this risk as the Trust plans to hold all of its
investments to expected maturity.
The Trust monitors prepayments and considers prepayment trends, as well as
dividend requirements of the Trust, when setting regular dividend policy. For
MBS, the fund forecasts prepayments based on trends in similar securities as
reported by statistical reporting entities such as Bloomberg. For PIMs and
PIMIs, the Trust incorporates prepayment assumptions into planning as individual
properties notify the Trust of the intent to prepay or as they mature.
The table below provides information about the Trust's financial instruments
that are sensitive to changes in interest rates. For mortgage investments, the
table presents principal cash flows and related weighted average interest rates
("WAIR") by expected maturity dates. The expected maturity date is contractual
maturity adjusted for expectations of prepayments.
Expected maturity dates ($ in thousands)
2001 2002 2003 2004 2005 Thereafter Total Fair Value
Face
Value
Interest-sensitive assets:
MBS $ 3,139 $ 2,479 $ 1,962 $ 1,558 $ 1,242 $ 8,368 $ 18,748 $ 19,124
WAIR 7.63% 7.63% 7.63% 7.63% 7.63% 7.63% 7.63%
PIMS 390 418 447 479 513 35,435 37,682 36,568
WAIR 7.04% 7.05% 7.05% 7.05% 7.06% 7.06% 7.04%
PIMIS
Insured Mortgages 16,706 1,579 1,692 1,814 1,944 97,473 121,208 118,389
WAIR 7.02% 7.03% 7.03% 7.03% 7.03% 7.03% 7.02%
Additional Loans 650 - - - - 23,642 24,292 22,292
WAIR 7.45% 7.45% 7.45% 7.45% 7.45% 7.45% 7.45%
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Total Interest-
Sensitive Assets $ 20,885 $ 4,476 $ 4,101 $ 3,851 $ 3,699 $ 164,918 $ 201,930 $ 196,373
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Operations
The following relates to the operations of the Trust during the years ended
December 31, 2000, 1999, and 1998.
(amounts in thousands, except per Share amounts)
Years Ended December 31,
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2000 1999 1998
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Per Per Per
Amount Share Amount Share Amount Share
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Interest on PIMs and PIMIs:
Basic interest $ 11,260 $ .61 $11,998 $ .66 $12,450 $ .68
Additional Loan interest 1,784 .10 1,712 .09 1,581 .09
Participation interest 1,915 .11 1,592 .08 3,252 .18
Interest income on MBS 1,455 .08 3,251 .18 3,265 .18
Interest income - cash and cash equivalents 564 .03 1,060 .06 1,082 .06
Trust expenses (2,215) (.12) (2,274) (.12) (2,553) (.15)
Amortization of prepaid fees and
expenses (2,132) (.12) (2,365) (.13) (2,900) (.16)
(Reduction of) provision for impaired mortgage
loans 994 .05 - - (2,994) (.16)
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Net Income $ 13,625 $ .74 $14,974 $ .82 $13,183 $ .72
======= ======== ======= ====== ======= ======
Weight Average Shares Outstanding 18,371,477 18,371,477 18,371,477
=========== ========== ==========
The Trust's net income decreased $1.3 million for 2000 when compared to 1999 due
primarily to lower interest income. Basic interest on PIMs and PIMIs decreased
due to the payoff of the Windsor Lake PIMI in January of 2000. MBS interest
decreased due to the payoff of the Estates MBS in 1999 and the receipt of a $1.0
million prepayment premium at payoff. Amortization expense in 2000 decreased
because the Trust fully amortized the remaining prepaid acquisition costs and
participating servicing fees related to the Windsor Lake PIMI payoff. The Trust
reversed its provision for impaired mortgage loans, associated with the Oasis
additional loan, by $994,000 as a result of improved property operations.
The Trust's total interest income decreased by approximately $2 million for 1999
when compared to 1998 due primarily to decreases in participation interest and
basic interest on PIM and PIMI's. The decrease in participation interest from
1999 as compared to 1998 was a result of the participation interest received
when the payoff of the St. Germain PIMI occurred in 1998 exceeding the total
participation interest received when the Windsor Lake PIMI prepaid. Basic
interest on the PIMs and PIMIs also decreased due to the St. Germain payoff.
Expenses decreased by approximately $3.8 million for 1999 when compared to 1998,
due to decreases in the provision for impaired mortgage loan, asset management
fees, and amortization expense. The Trust recorded a provision for impaired
mortgage loans of $2,994,000 related to Windmill and Oasis Additional Loans in
1998. The decrease in asset management fees resulted from the Trust's asset base
declining. Amortization expense in 1998 decreased because the Trust fully
amortized the remaining prepaid acquisition costs and participating servicing
fees relating to the St. Germain PIMI when it paid off.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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See Appendix A to this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
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Information as to the Trustees and Executive Officers of Krupp Government Income
Trust II is as follows:
Position with Krupp
Name and Age Government Income Trust II
Douglas Krupp (54) Chairman of Board of Trustees and Trustee
* Charles N. Goldberg (59) Trustee
* J. Paul Finnegan (76) Trustee
* Stephen Puleo (66) Trustee
Robert A. Barrows (43) Treasurer
Scott D. Spelfogel (40) Clerk
MaryBeth Bloom (27) Assistant Clerk
* Independent Trustee
Douglas Krupp co-founded and serves as Co-Chairman and Chief Executive Officer
of The Berkshire Group, an integrated real estate financial services firm
engaged in real estate acquisitions, property management, investment
sponsorship, venture capital investing, mortgage banking, financial management,
and ownership of three operating companies through private equity investments.
Mr. Krupp has held the position of Co-Chairman since The Berkshire Group was
established as The Krupp Companies in 1969 and he has served as the Chief
Executive Officer since 1992. He is a graduate of Bryant College where he
received an honorary Doctor of Science in Business Administration in 1989.
Charles N. Goldberg is currently a partner of Oppel, Goldberg & Saenz, LLC.
Prior to that he was of counsel to the law firm of Broocks, Baker & Lange,
L.L.P., a position he held from December of 1997 to May, 2000. Prior to joining
Broocks, Baker & Lange, L.L.P., Mr. Goldberg was a partner in the law firm of
Hirsch & Westheimer from March of 1996 to December of 1997. Prior to Hirsch &
Westheimer, he was the Managing Partner of Goldberg Brown, Attorneys at Law from
1980 to March of 1996. He received a B.B.A. degree and a J.D. degree from the
University of Texas. He is a member of the State Bar of Texas and is admitted to
practice before the U.S. Court of Appeals, Fifth Circuit and U.S. District
Court, Southern District of Texas. He currently serves as a Trustee of Krupp
Government Income Trust and Krupp Government Income Trust II.
J. Paul Finnegan retired as a partner of Coopers & Lybrand in 1987. Since then,
he has been engaged in business as a consultant, director and arbitrator. Mr.
Finnegan holds a B.A. degree from Harvard College, a J.D. degree from Boston
College Law School and an ASA from Bentley College. Mr. Finnegan currently
serves as a Trustee of Krupp Government Income Trust and Krupp Government Income
Trust II and a director at Scituate Federal Savings Bank.
Stephen Puleo is currently engaged in business as a consultant and director. He
retired as a director of Coopers & Lybrand, an international accounting and
consulting firm where he worked from 1995 to 1997 primarily servicing real
estate industry clients. From 1993 to 1994, Mr. Puleo was a tax director for
Deloitte & Touche. From 1984 to 1993, Mr. Puleo held the positions of Executive
Vice President and Chief Financial Officer of a predecessor to The Berkshire
Group. Prior to that, Mr. Puleo was the Chairman of the National Real Estate
Industry Group of Coopers & Lybrand where he provided various real estate
services and was a senior tax partner in charge of the Northeast Region. He is a
graduate of McNeese State University and attended the Executive Development
Program at the Tuck School of Business at Dartmouth College. He is a Certified
Public Accountant and currently serves as director of Simpson Housing Limited
Partnership of Denver, Colorado. He currently serves as a Trustee of Krupp
Government Income Trust and Krupp Government Income Trust II.
Robert A. Barrows is the Treasurer of the Trust and is Senior Vice President and
Chief Financial Officer of Berkshire Mortgage Finance. Mr. Barrows has held
several positions within The Berkshire Group since joining the company in 1983
and is currently responsible for accounting, financial reporting, treasury, and
management information systems for Berkshire Mortgage Finance. Prior to joining
The Berkshire Group, he was an audit supervisor for Coopers & Lybrand L.L.P. in
Boston. He received a B.S. degree from Boston College and is a Certified Public
Accountant.
Scott D. Spelfogel is the Clerk of the Trust and is Senior Vice President and
General Counsel to The Berkshire Group. Prior to 1997, he served as Vice
President and Assistant General Counsel. Before joining the firm in November
1988, he was a litigator in private practice in Boston. He received a Bachelor
of Science degree in Business Administration from Boston University, a Juris
Doctor Degree from Syracuse University's College of Law, and a Master of Laws
degree in Taxation from Boston University Law School. He is admitted to practice
law in Massachusetts and New York, is a member of the American, Boston,
Massachusetts and New York State bar associations and is a licensed real estate
broker in Massachusetts.
MaryBeth Bloom is the Assistant Clerk of the Trust and is Assistant General
Counsel to The Berkshire Group. Prior to joining the company in August, 2000,
she was an attorney with John Hancock Financial Services. She received a B.A.
degree from the College of the Holy Cross in 1995 and a J.D. degree from New
England School of Law in 1998. She is admitted to practice law in Massachusetts
and New York and is a member of the American Bar Association.
In addition, the following are deemed to be Executive Officers of the
registrant:
George Krupp (age 56) is the Co-Founder and Co-Chairman of The Berkshire Group,
an integrated real estate financial services firm engaged in real estate
acquisitions, property management, investment sponsorship, venture capital
investing, mortgage banking, financial management, and ownership of three
operating companies through private equity investments. Mr. Krupp has held the
position of Co-Chairman since The Berkshire Group was established as The Krupp
Companies in 1969. Mr. Krupp has been an instructor of history at the New Jewish
High School in Waltham, Massachusetts since September of 1997. Mr. Krupp
attended the University of Pennsylvania and Harvard University and holds a
Master's Degree in History from Brown University. Douglas and George Krupp are
brothers.
Peter F. Donovan (age 47) is Chief Executive Officer of Berkshire Mortgage
Finance which position he has held since January of 1998 and in this capacity,
he oversees the strategic growth plans of this mortgage banking firm. Berkshire
Mortgage Finance is the 11th largest in the United States based on servicing and
asset management of a $11.5 billion loan portfolio. Previously he served as
President of Berkshire Mortgage Finance from January of 1993 to January of 1998
and in that capacity he directed the production, underwriting, servicing and
asset management activities of the firm. Prior to that, he was Senior Vice
President of Berkshire Mortgage Finance and was responsible for all
participating mortgage originations. Before joining the firm in 1984, he was
Second Vice President, Real Estate Finance for Continental Illinois National
Bank & Trust, where he managed a $300 million construction loan portfolio of
commercial properties. Mr. Donovan received a B.A. from Trinity College and an
M.B.A. degree from Northwestern University. Mr. Donovan is currently a member of
the Advisory Council for Fannie Mae.
Ronald Halpern (age 59) is President and Chief Operating Officer of Berkshire
Mortgage Finance. He has served in these positions since January of 1998 and in
this capacity, he is responsible for the overall operations of the Company.
Prior to January of 1998, he was Executive Vice President, managing the
underwriting, closing, portfolio management and servicing departments for
Berkshire Mortgage Finance. Before joining the firm in 1987, he held senior
management positions with the Department of Housing and Urban Development in
Washington D.C. and several HUD regional offices. Mr. Halpern has over 30 years
of experience in real estate finance which includes his experience as prior
Chairman of the MBA Multifamily Housing Committee. He holds a B.A. degree from
the University of the City of New York and J.D. degree from Brooklyn Law School.
Carol J.C. Mills (age 51) is Senior Vice President for Loan Management of
Berkshire Mortgage Finance and in this capacity, she is responsible for the Loan
Servicing and Asset Management functions of Berkshire Mortgage Finance. She
manages the estimated $11.5 billion portfolio of loans. Ms. Mills joined
Berkshire in December 1997 as Vice President and was promoted to Senior Vice
President in January 1999. From January 1989 through November 1997, Ms. Mills
was Vice President of First Winthrop Corporation and Winthrop Financial
Associates, in Cambridge, MA. Ms. Mills earned a B.A. degree from Mount Holyoke
College and a Master of Architecture degree from Harvard University. Ms. Mills
is a member of the Real Estate Finance Association, New England Women in Real
Estate and the Mortgage Bankers Association.
ITEM 11. EXECUTIVE COMPENSATION
- -------
Except for the Independent Trustees as described below, the Trustees and
Officers of the Trust have not been and will not be compensated by the Trust for
their services. However, the Officers will be compensated by the Advisor or an
affiliate of the Advisor.
Compensation of Trustees
The Trust paid each of the Independent Trustees (Charles N. Goldberg, J.Paul
Finnegan and E.Robert Roskind) a fee of $25,000 in 2000.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- -------
As of February 5, 2001, no person owned of record or was known by the Advisor to
own beneficially more than 5% of the Trust's 18,371,477 outstanding Shares. The
only Shares held by the Advisor or any of its affiliates consist of the original
10,000 Shares held by the Advisor.
Class of Name of Beneficial Amount and Nature of Percent
Stock Owner Beneficial Interest of Class
Shares of Douglas Krupp
Beneficial One Beacon Street
Interest Boston, Ma. 02108 10,000 Shares** ***
Shares of
Beneficial
Interest All Directors and Officers 10,000 Shares ***
** Mr. Krupp is a beneficial owner of the 10,000 shares held by Berkshire
Mortgage Advisors Limited Partnership, the Advisor to the Company, by virtue of
being a director of Berkshire Funding Corporation, the general partner of
Berkshire Mortgage Advisors Limited Partnership. In each case where Mr. Krupp is
a beneficial owner of shares he has shared voting and investment powers.
*** The amount owned does not exceed one percent of the shares of beneficial
interest of the Trust outstanding as of February 5, 2001.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- -------
See Note G to Financial Statements included in Appendix A of this report.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
- -------
(a) 1. Financial Statements - see Index to Financial Statements and
Supplementary Data included under Item 8, Appendix A, on page F-2 of
this report.
2. Financial Statement Schedules - see Index to Financial Statements
and Supplementary Data included under Item 8, Appendix A, on page
F-2 of this report. All schedules are omitted as they are not
applicable, not required or the information is provided in the
Financial Statements or the Notes thereto.
(b) Exhibits:
Number and Description
Under Regulation S-K
The following reflects all applicable Exhibits required under Item 601 of
Regulation S-K:
(4) Instruments defining the rights of security holders
including indentures:
-------------------------------------------------------
(4.1) Fourth Amended and Restated Declaration of Trust filed
with The Massachusetts Secretary of State on September
25, 1991 [Included as Exhibit 4.8 to Post-effective
Amendment No. 1 to Registrant's Registration Statement
on Form S-11 dated September 26, 1991
(File No. 33-39033)].*
(4.2) Subscription Agreement Specimen [Included as Exhibit C
to Prospectus included in Post-effective Amendment No.
1 to Registrant's Registration Statement on Form S-11
dated September 26, 1991 (File No. 33-39033)].*
(10) Material Contracts
(10.1) Advisory Services Agreement dated September 11, 1991
between Krupp Government Income Trust II and Berkshire
Realty Advisors Limited Partnership (formerly known as
Krupp Realty Advisors Limited Partnership)[Exhibit 10.1
to Registrant's report on Form 10-K for the year ended
December 31, 1994 (File No. 0-20164)].*
(10.2) Assignment and Assumption Agreement between Berkshire
Realty Advisors Limited Partnership and Berkshire
Mortgage Advisors Limited Partnership [Exhibit 10.2 to
Registrant's report on Form 10-K for the year ended
December 31, 1994 (File No. 0-20164)].*
Mequon Trails
(10.3) Supplement to Prospectus dated January 1, 1993 for
Federal National Mortgage Association pool number
MX-073025 [Exhibit 19.1. to Registrant's Report on
Form 10-Q for the quarter ended
March 31, 1993 (File No. 0-20164)].*
(10.4) Subordinated promissory note dated December 21, 1992 by
and between Mequon Trails Townhomes Limited Partnership
and Krupp Government Income Trust II [Exhibit 19.2 to
Registrant's Report on Form 10-Q for the quarter ended
March 31, 1993 (File No. 0-20164)].*
(10.5) Subordinate Multifamily Mortgage dated December 21, 1992
between Mequon Trails Townhomes Limited Partnership and
Krupp Government Income Trust II.[Exhibit 10.5 to
Registrant's report on Form 10-K for the year ended
December 31, 1995 (File No. 0-20164)].*
(10.6) Subordination Agreement dated December 21, 1992 between
Krupp Mortgage Company L.P., Krupp Government Income
Trust II and Mequon Trails Townhomes Limited
Partnership.[Exhibit 10.6 to Registrant's report on Form
10-K for the year ended December 31, 1995 (File No.
0-20164)].*
The Seasons
(10.7) Subordinated Promissory Note, dated September 16, 1993,
between Maryland Associates Limited Partnership and
Krupp Government Income Trust [Exhibit 10.1 to
Registrant's Report on Form 10-Q for the quarter ended
September 30, 1993 (File No. 0-20164)].*
(10.8) Additional Loan Agreement dated September 16, 1993
between the Krupp Company Limited Partnership-IV and
Krupp Government Income Trust II [Exhibit 10.2 to
Registrant's Report on Form 10-Q for the quarter ended
September 30, 1993 (file No. 0-20164)].*
(10.9) Additional Loan Note dated September 16, 1993, between
the Krupp Company Limited Partnership-IV and Krupp
Government Income Trust II [Exhibit 10.3 to Registrant's
Report on form 10-Q for the quarter ended September 30,
1993 (File No. 0-20164)].*
(10.10) Participation and Servicing Agreement dated September
16, 1993 by and between Krupp Mortgage Corporation and
Krupp Government Income Trust-II [Exhibit 10.4 to
Registrant's Report on Form 10-Q for the quarter ended
September 30, 1993 (File No.0-20164)].*
(10.11) Deed of Trust Note dated September 16, 1993 for Maryland
Associates Limited Partnership and Krupp Mortgage
Corporation [Exhibit 10.11 to Registrant's report on
Form 10-K for the year ended December 31, 1994 (File No.
0-20164)].*
(10.12) Assignment and Assumption Agreement dated September 16,
1993 between Krupp Government Income Trust II and Krupp
Government Income Trust [Exhibit 10.12 to Registrant's
report on Form 10-K for the year ended December 31, 1994
(File No. 0-20164)].*
(10.13) Agreement re Subordinated Note dated September 16, 1993
between Krupp Mortgage Corporation and Krupp Government
Income Trust II [Exhibit 10.13 to Registrant's report on
Form 10-K for the year ended December 31, 1994 (File No.
0-20164)].*
Martin's Landing
(10.14) Subordinated Loan Agreement, dated November 9, 1993,
between TRC Realty Incorporated - ML, ML Associates
Limited Partnership ("Borrower") and Krupp Government
Income Trust II ("Holder") [Exhibit 10.9 to Registrant's
annual report on Form 10-K for fiscal year ended
December 31, 1993 (File No. 0-20164)].*
(10.15) Subordination Agreement dated November 9, 1993 between
ML Associates, L.P., and Krupp Government Income Trust
II.[Exhibit 10.22 to Registrant's report on Form 10-K
for the year ended December 31, 1995 (File No.
0-20164)].*
(10.16) Assignment of Subordination Agreement dated November 9,
1993 from Berkshire Mortgage Finance Limited Partnership
to the Federal National Mortgage Association by and
between ML Associates, L.P., Berkshire Mortgage Finance
Limited Partnership and Krupp Government Income Trust
II.[Exhibit 10.23 to Registrant's report on Form 10-K
for the year ended December 31, 1995 (File No.
0-20164)].*
(10.17) Supplement to Prospectus dated December 1, 1993 for
Federal National Mortgage Association pool number MX -
073029.[Exhibit 10.24 to Registrant's report on Form
10-K for the year ended December 31, 1995 (File No.
0-20164)].*
Crossings Village
(10.18) Subordinated Loan Agreement, dated September 28, 1993
between Crossings Village Westlake Associates
("Borrower") and Krupp Government Income Trust II
("Holder")[Exhibit 10.10 to Registrant's annual report
on Form 10-K for fiscal year ended December 31, 1993
(File No. 0-20164)].*
(10.19) Subordinated Note dated September 28, 1993 between
Crossings Village Westlake Associates and Krupp
Government Income Trust II [Exhibit 10.16 to
Registrant's report on Form 10-K for the year ended
December 31, 1994 (File No. 0-20164)].*
(10.20) Subordination Agreement dated September 28, 1993 between
Washington Capital DUS Inc., Crossings Village Westlake
Associates and Krupp Government Income Trust II.[Exhibit
10.27 to Registrant's report on Form 10-K for the year
ended December 31, 1995 (File No. 0-20164)].*
Norumbega Point
(10.21) Subordinated Promissory Note, dated December 14, 1993
between Longa Vita Corporation ("Maker or Mortgagor")
and Krupp Government Income Trust II ("Holder")[Exhibit
10.11 to Registrant's annual report on Form 10-K for
fiscal year ended December 31, 1993 (File No.
0-20164)].*
(10.22) Additional Loan Note dated December 14, 1993 between
Evelyn Insoft, Sidney Insoft, Richard Slifka, and Alfred
A. Slifka ("Borrowers") and Krupp Government Income
Trust II ("Holder") [Exhibit 10.12 to Registrant's
annual report on Form 10-K for fiscal year ended
December 31, 1993 (File No. 0-20164)].*
(10.23) Participation and Servicing Agreement dated
December 14, 1993 by and between Cambridge Healthcare
Funding, Inc. and Krupp Government Income Trust II.
[Exhibit 10.30 to Registrant's report on Form 10-K
for the year ended December 31, 1995
(File No. 0-20164)].*
(10.24) Subordinated Multifamily Mortgage Assignment of Rents
and Security Agreement dated December 14, 1993 between
Longa Vita Corp. and Krupp Government Income Trust II.
[Exhibit 10.31 to Registrant's report on Form 10-K for
the year ended December 31, 1995 (File No. 0-20164)].*
(10.25) Additional Loan Agreement dated December 14, 1993
between the Evelyn Insoft, Sidney Insoft,
Richard Slifka and Alfred A. Silfka, Longa Vita Corp.
and Krupp Government Income Trust II.[Exhibit 10.32
to Registrant's report on Form 10-K for the year ended
December 31, 1995 (File No. 0-20164)].*
(10.26) Mortgage Note dated December 14, 1993 between
Longa Vita Corp. and Cambridge Healthcare Funding, Inc.
[Exhibit 10.33 to Registrant's report on Form 10-K for
the year ended December 31, 1995 (File No. 0-20164)].*
(10.27) Agreement re Subordinated Note dated December 14, 1993
between Cambridge Healthcare Funding, Inc. and Krupp
Government Income Trust II.[Exhibit 10.34 to
Registrant's report on Form 10-K for the year ended
December 31, 1995 (File No. 0-20164)].*
Sunset Summit
(10.28) Subordinated Loan Agreement dated November 24, 1993
between Sunset Summit Limited Partnership and Krupp
Government Income Trust II [Exhibit 10.21 to
Registrant's report on Form 10-K for the year ended
December 31, 1994 (File No. 0-20164)].*
(10.29) Subordinated Note dated November 24, 1993 between Sunset
Summit Limited Partnership and Krupp Government Income
Trust II [Exhibit 10.22 to Registrant's report on Form
10-K for the year ended December 31, 1994 (File No.
0-20164)].*
(10.30) Subordination Agreement dated November 24, 1993 between
BMFLP, Sunset Summit Limited Partnership and Krupp
Government Income Trust II [Exhibit 10.23 to
Registrant's report on Form 10-K for the year ended
December 31, 1994 (File No. 0-20164)].*
(10.31) Assignment of Subordination Agreement dated November 24,
1993 from Berkshire Mortgage Finance Limited Partnership
to the Federal National Mortgage Association by and
between Sunset Summit Limited Partnership, Berkshire
Mortgage Finance Limited Partnership and Krupp
Government Income Trust II [Exhibit 10.24 to
Registrant's report on Form 10-K for the year ended
December 31, 1994 (File No. 0-20164)].*
(10.32) Subordinate Multifamily Mortgage Agreement dated
November 24, 1993 between Sunset Summit Limited
Partnership and Krupp Government Income Trust II
[Exhibit 10.25 to Registrant's report on Form 10-K for
the year ended December 31, 1994 (File No. 0-20164)].*
(10.33) Supplement to Prospectus dated January 1, 1994 for
Federal National Mortgage Association pool number MX -
073030 [Exhibit 10.26 to Registrant's report on Form
10-K for the year ended December 31, 1994 (File No.
0-20164)].*
Oasis at Springtree
(10.34) Subordinate Note dated June 16, 1994 between Oasis at
Springtree, Inc. and Krupp Government Income Trust II
[Exhibit 10.33 to Registrant's report on Form 10-K
for the year ended December 31, 1994
(File No. 0-20164)].*
(10.35) Subordinated Loan Agreement dated August 11, 1994
between Joseph Kodsi and Albert Kodsi,
Oasis at Springtree, Inc., and Krupp Government Income
Trust II.[Exhibit 10.48 to Registrant's report on Form
10-K for the year ended December 31, 1995
(File No. 0-20164)].*
(10.36) Subordination Agreement dated August 11, 1994 between
Berkshire Mortgage Finance Limited Partnership, Oasis at
Springtree, Inc. and Krupp Government Income Trust
II.[Exhibit 10.49 to Registrant's report on Form 10-K
for the year ended December 31, 1995 (File. No
0-20164)].*
(10.37) Assignment of Subordination Agreement dated August 11,
1994 for Berkshire Mortgage Finance Limited Partnership
with Federal National Mortgage Association by and
between Oasis at Springtree, Inc., Berkshire Mortgage
Finance Limited Partnership and Krupp Government Income
Trust II.[Exhibit 10.50 to Registrant's report on Form
10-K for the year ended December 31, 1995 (File No.
0-20164)].*
(10.38) Subordinated Multifamily Mortgage Assignment of Rents
and Security Agreement dated August 11, 1994 between
Oasis at Springtree, Inc. and Krupp Government
Income Trust II.[Exhibit 10.51 to Registrant's
report on Form 10-K for the year ended
December 31, 1995 (File No. 0-20164)].*
(10.39) Supplement to Prospectus dated January 1, 1994 for
Federal National Mortgage Association pool number MX -
073043.[Exhibit 10.52 to Registrant's report on Form
10-K for the year ended December 31, 1995 (File No.
0-20164)].*
The Willows
(10.40) Supplement to Prospectus dated January 1, 1994 for
Federal National Mortgage Association pool number MX -
073057 [Exhibit 10.42 to Registrant's report on Form
10-K for the year ended December 31, 1994 (File No.
0-20164)].*
Windmill Lakes
(10.41) Subordinated Loan Agreement dated February 3, 1995
between Robert B. Kramer and Rose Berger, Windmill
Lakes, Inc., and Krupp Government Income Trust II
[Exhibit 10.1 to Registrant's report on Form 10-Q
for the quarter ended September 30, 1995
(File No. 0-20164)].*
(10.42) Subordinate Note dated February 3, 1995 between Windmill
Lakes, Inc., and Krupp Government Income Trust II
[Exhibit 10.2 to Registrant's report on Form 10-Q for
the quarter ended September 30, 1995 (File No.
0-20164)].*
(10.43) Subordinate Multifamily Mortgage Agreementdated
February 3, 1995 between Windmill Lakes, Inc., and Krupp
Government Income Trust II [Exhibit 10.3 to Registrant's
report on Form 10-Q for the quarter ended September
30, 1995 (File No. 0-20164)].*
(10.44) Subordination Agreement dated February 3, 1995 by and
among Green Park Financial Limited Partnership, Krupp
Government Income Trust II and Windmill Lakes, Inc.
[Exhibit 10.4 to Registrant's report on Form 10-Q for
the quarter ended September 30, 1995 (File No.
0-20164)].*
The Lakes
(10.45) Subordinated Loan Agreement dated June 29, 1995,
between Lake Associates, L. P. and Krupp Government
Income Trust II [Exhibit 10.5 to Registrant's report on
Form 10-Q for the quarter ended September 30, 1995
(File No. 0-20164)].*
(10.46) Subordinate Note dated June 29, 1995, between Lake
Associates, L. P. and Krupp Government Income Trust II
[Exhibit 10.6 to Registrant's report on Form 10-Q
for the quarter ended September 30, 1995
(File No. 0-20164)].*
(10.47) Subordinate Multifamily Mortgage to Secure Debt
Agreement dated June 29, 1995, between Lake Associates,
L. P. and Krupp Government Income Trust II
[Exhibit 10.7 to Registrant's report on Form 10-Q for
the quarter ended
September 30, 1995 (File No. 0-20164)].*
(10.48) Subordination Agreement dated June 29, 1995, between
Berkshire Mortgage Finance Limited Partnership, Lake
Associates, L. P. and Krupp Government Income Trust II
[Exhibit 10.8 to Registrant's report on Form 10-Q for
the quarter ended September 30, 1995
(File No. 0-20164)].*
(10.49) Assignment of Subordination Agreement dated June 29,
1995, from Berkshire Mortgage Finance Limited
Partnership to the Federal National Mortgage Association
by and between, Lake Associates, L.P. and Berkshire
Mortgage Finance Limited Partnership and Krupp
Government Income Trust II [Exhibit 10.9 to Registrant's
report on Form 10-Q for the quarter ended September 30,
1995 (File No. 0-20164)].*
(10.50) Supplement to Prospectus dated November 1, 1994 for
Federal National Mortgage Association pool number MX -
073149 [Exhibit 10.10 to Registrant's report on Form
10-Q for the quarter ended September 30, 1995 (File No.
0-20164)].*
The Fountains
(10.51) Subordinated Promissory Note dated April 24, 1995
between CSM Fountains Limited Partnership and Krupp
Government Income Trust II [Exhibit 10.11 to
Registrant's report on Form 10-Q for the quarter ended
September 30, 1995 (File No. 0-20164)].*
(10.52) Agreement Re: Subordinated Note dated April 24, 1995
between Berkshire Mortgage Finance Corporation and Krupp
Government Income Trust II [Exhibit 10.12 to
Registrant's report on Form 10-Q for the quarter ended
September 30, 1995 (File No. 0-20164)].*
(10.53) Subordinated Multifamily Mortgage Assignment of Rents
and Security Agreement dated April 24, 1995 between CSM
Fountains Limited Partnership and Krupp Government
Income Trust II [Exhibit 10.13 to Registrant's report on
Form 10-Q for the quarter ended September 30, 1995 (File
No. 0-20164)].*
Falls at Hunter Pointe
(10.54) Additional Loan Note dated August 5, 1993 between
Goulding L. Stoddard ("Borrower") and Krupp Government
Income Trust ("Holder").[Exhibit 10.92 to Registrant's
report on Form 10-K for the year ended December 31, 1995
(File No. 0-20164)].*
(10.55) Additional Loan Agreement dated August 5, 1993 between
Goulding L. Stoddard ("Borrower") and Krupp Government
Income Trust ("Holder").[Exhibit 10.93 to Registrant's
report on Form 10-K for the year ended December 31, 1995
(File No. 0-20164)].*
(10.56) Subordinated Promissory Note, dated August 4, 1993
between Hunters Pointe Associates, Ltd. ("Maker" or
"Mortgagor") and Krupp Government Income Trust
("Holder").[Exhibit 10.94 to Registrant's report on Form
10-K for the year ended December 31, 1995 (File No.
0-20164)].*
(10.57) Agreement re Subordinated Note dated August 5, 1993
between TRI Capital Corporation and Krupp Government
Income Trust.[Exhibit 10.95 to Registrant's report on
Form 10-K for the year ended December 31, 1995 (File No.
0-20164)].*
(10.58) Subordinated Multifamily Deed of Trust, Assignment
of Rents and Security Agreement dated August 5, 1993
between Hunters Pointe Associates, Ltd. and Krupp
Government Income Trust.[Exhibit 10.96 to Registrant's
report on Form 10-K for the year ended
December 31, 1995 (File No. 0-20164)].*
(10.59) Participation and Servicing Agreement dated August 5,
1993 by and between TRI Capital Corporation and Krupp
Government Income Trust.[Exhibit 10.97 to Registrant's
report on Form 10-K for the year ended December 31, 1995
(File No.
0-20164)].*
(10.60) Assignment and Assumption Agreement, dated August 5,
1993, between Krupp Government Income Trust ("Assignor")
and Krupp Government Income Trust II ("Assignee").
[Exhibit 10.1 to Registrant's report on Form 10-Q for
the quarter ended June 30, 2000 (File No. 0-20164)].*
(10.61) Assignment of Additional Loan Agreement, dated August 5,
1993, between Krupp Government Income Trust ("Assignor")
and Krupp Government Income Trust II ("Assignee").
[Exhibit 10.2 to Registrant's report on Form 10-Q for
the quarter ended June 30, 2000 (File No. 0-20164)].*
(10.62) Assignment of Subordinated Deed of Trust, dated August
6, 1993, between Krupp Government Income Trust and Krupp
Government Income Trust II. [Exhibit 10.3 to
Registrant's report on Form 10-Q for the quarter ended
June 30, 2000 (File No. 0-20164)].*
Rivergreens Apartments
(10.63) Mortgage Note dated August 19, 1993 between Rivergreens
Associates II Limited Partnership and Krupp Mortgage
Company Limited Partnership.[Exhibit 10.98 to
Registrant's report on Form 10-K for the year ended
December 31, 1995 (File No. 0-20164)].*
(10.64) Subordinated Promissory Note, dated August 19, 1993,
between Rivergreens Associates II Limited Partnership
and Krupp Government Income Trust.[Exhibit 10.99 to
Registrant's report on Form 10-K for the year ended
December 31, 1995 (File No. 0-20164)].*
(10.65) Subordinated Multifamily Deed of Trust, Assignment of
Rents and Security Agreement dated August 19, 1993
between Rivergreens Associates II Limited Partnership
and Krupp Government Income Trust II.[Exhibit 10.100 to
Registrant's report on Form 10-K for the year ended
December 31, 1995 (File No. 0-20164)].*
Mill Pond II Apartments
(10.66) Mortgage Note dated July 26, 1994 for Mill Pond II
Limited Partnership and Krupp Mortgage Company Limited
Partnership.[Exhibit 10.101 to Registrant's report on
Form 10-K for the year ended December 31, 1995 (File No.
0-20164)].*
(10.67) Multifamily Subordinated Mortgage, Assignment of Rents
and Security Agreement dated July 26, 1994 between Mill
Pond II Limited Partnership and Krupp Government Income
Trust II.[Exhibit 10.102 to Registrant's report on Form
10-K for the year ended December 31, 1995 (File No.
0-20164)].*
(10.68) Subordinated Promissory Note, dated July 26, 1994,
between Mill Pond II Limited Partnership and Krupp
Government Income Trust.[Exhibit 10.103 to Registrant's
report on Form 10-K for the year ended December 31, 1995
(File No. 0-20164)].*
(10.69) Agreement re Subordinated Note dated July 26, 1994,
between Berkshire Mortgage Finance Corporation and Krupp
Government Income Trust.[Exhibit 10.104 to Registrant's
report on Form 10-K for the year ended December 31, 1995
(File No. 0-20164)].*
* Incorporated by reference
(c) Reports on Form 8-K
The Trust did not file any reports on Form 8-K during the quarter ended
December 31, 2000.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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, on the 9th day of March,
2001.
KRUPP GOVERNMENT INCOME TRUST II
By: / s / Douglas Krupp
- -----------------------------------------
Douglas Krupp, Chairman of Board of Trustees and a Trustee of Krupp Government
Income Trust II
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated, on the 9th day of March, 2001.
Signatures Title(s)
/s/ Douglas Krupp Chairman of Board of Trustees and a Trustee
- ---------------------------- of Krupp Government Income Trust II
Douglas Krupp
/s/ Robert A. Barrows Treasurer of Krupp Government Income Trust II
- ----------------------------
Robert A. Barrows
/s/ Charles N. Goldberg Trustee of Krupp Government Income Trust II
- ----------------------------
Charles N. Goldberg
/s/ J. Paul Finnegan Trustee of Krupp Government Income Trust II
- ----------------------------
J. Paul Finnegan
APPENDIX A
KRUPP GOVERNMENT INCOME TRUST II
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 8 of FORM 10-K
ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION
For the Year Ended December 31, 2000
KRUPP GOVERNMENT INCOME TRUST II
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Accountants F-3
Balance Sheets at December 31, 2000 and 1999 F-4
Statements of Income and Comprehensive Income for the Years Ended
December 31, 2000, 1999 and 1998 F-5
Statements of Changes in Shareholders' Equity for the Years
Ended December 31, 2000, 1999 and 1998 F-6
Statements of Cash Flows for the Years Ended December 31, 2000,
1999 and 1998 F-7
Notes to Financial Statements F-8 - F-21
Schedule II - Valuation and Qualifying Accounts F-22
Supplementary Data - Selected Quarterly Financial Data (Unaudited) F-23
All other schedules are omitted as they are not applicable or not required, or
the information is provided in the financial statements or the notes thereto.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Trustees and Shareholders of
Krupp Government Income Trust II:
In our opinion, the financial statements listed in the accompanying index
present fairly, in all material respects, the financial position of Krupp
Government Income Trust II (the "Trust") at December 31, 2000 and 1999, and the
results of its operations and its cash flows for each of the three years in the
period ended December 31, 2000 in conformity with accounting principles
generally accepted in the United States of America. In addition, in our opinion,
the financial statement schedule listed in the accompanying index present
fairly, in all material respects, the information set forth therein when read in
conjunction with the related financial statements. These financial statements
and financial statement schedule are the responsibility of the Trust's
management; our responsibility is to express an opinion on these financial
statements and financial statement schedule based on our audits. We conducted
our audits of these statements in accordance with auditing standards generally
accepted in the United States of America, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Boston, Massachusetts
March 9, 2001
KRUPP GOVERNMENT INCOME TRUST II
BALANCE SHEETS
December 31, 2000 and 1999
ASSETS
2000 1999
---- ----
Participating Insured Mortgage Investments
("PIMIs")(Notes B, C, I and J)
Insured mortgages $ 121,208,064 $ 131,750,452
Additional loans, net of impairment provision of $2,000,000
and $2,994,000, respectively 22,292,351 21,298,351
Participating Insured Mortgages ("PIMs")
(Notes B, D and I) 37,631,330 37,994,412
Mortgage-Backed Securities ("MBS")
(Notes B, E and I) 19,124,031 21,127,474
------------- ---------------
Total mortgage investments 200,255,776 212,170,689
Cash and cash equivalents (Notes B and I) 7,089,453 8,653,673
Prepaid acquisition fees and expenses, net of
accumulated amortization of $8,957,065 and
$8,093,170, respectively (Note B) 4,838,771 6,522,092
Prepaid participation servicing fees, net of
accumulated amortization of $2,711,086 and
$2,262,659, respectively (Note B) 1,784,633 2,233,060
Interest receivable and other assets 1,552,568 1,629,549
------------- --------------
Total assets $ 215,521,201 $ 231,209,063
============= ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Deferred income on Additional Loans $ 2,503,604 $ 2,692,976
Other liabilities 153,273 150,025
------------- --------------
Total liabilities 2,656,877 2,843,001
------------- --------------
Shareholders' equity (Notes A, F and J)
Common stock, no par value; 25,000,000
Shares authorized; 18,371,477 Shares
issued and outstanding 212,783,023 228,920,012
Accumulated comprehensive income (loss)
(Notes B and E) 81,301 (553,950)
------------- -------------
Total Shareholders' equity 212,864,324 228,366,062
------------- -------------
Total liabilities and Shareholders' equity $ 215,521,201 $ 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 Years Ended December 31, 2000, 1999 and 1998
2000 1999 1998
---------------- ---------------- -----------------
Revenues:
Interest income - PIMs and PIMIs:
Basic interest $ 11,259,617 $ 11,998,012 $ 12,449,922
Additional Loan interest 1,783,933 1,712,260 1,580,517
Participation interest 1,915,557 1,591,932 3,252,020
Interest income - MBS 1,455,367 3,251,078 3,264,905
Interest income - cash and cash equivalents 563,723 1,059,900 1,082,305
------------ ------------ -------------
Total revenues 16,978,197 19,613,182 21,629,669
------------ ------------ ------------
Expenses:
Asset management fee to an
affiliate (Note G) 1,529,418 1,718,942 1,889,509
Expense reimbursements to
affiliates (Note G) 300,348 276,901 227,556
Amortization of prepaid fees and expenses 2,131,748 2,365,254 2,900,106
General and administrative 385,879 277,747 435,387
(Reduction of) provision for impaired mortgage
loans (Notes B and C) (994,000) - 2,994,000
------------ ------------ ------------
Total expenses 3,353,393 4,638,844 8,446,558
------------ ------------ ------------
Net income (Notes B and H) 13,624,804 14,974,338 13,183,111
Other comprehensive income:
Net change in unrealized (loss)
gain on MBS 635,251 (1,101,186) 40,493
------------ ------------ ------------
Total comprehensive income $ 14,260,055 $ 13,873,152 $ 13,223,604
============ ============ ============
Basic earnings per Share $ . 74 $ .82 $ .72
============ ============ ============
Weighted average Shares
outstanding 18,371,477 18,371,477 18,371,477
============ ============ ============
The accompanying notes are an integral
part of the financial statements.
KRUPP GOVERNMENT INCOME TRUST II
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
For the Years Ended December 31, 2000, 1999 and 1998
Accumulated Total
Retained Comprehensive Shareholders'
Common Stock Earnings Income (Loss) Equity
------------ ------------- ---------------- --------------------
Balance at December 31, 1997 $ 289,864,327 $ - $ 506,743 $ 290,371,070
Dividends (25,764,471) (13,183,111) - (38,947,582)
Net income - 13,183,111 - 13,183,111
Change in unrealized gain on MBS - - 40,493 40,493
-------------- ------------- ---------------- ---------------
Balance at December 31, 1998 264,099,856 - 547,236 264,647,092
Dividends (35,179,844) (14,974,338) - (50,154,182)
Net income - 14,974,338 - 14,974,338
Change in unrealized loss on MBS - - (1,101,186) (1,101,186)
-------------- ------------- ----------------- ----------------
Balance at December 31, 1999 228,920,012 - (553,950) 228,366,062
Dividends (16,136,989) (13,624,804) - (29,761,793)
Net income - 13,624,804 - 13,624,804
Change in unrealized loss on MBS - - 635,251 635,251
-------------- ------------- ---------------- ---------------
Balance at December 31, 2000 $ 212,783,023 $ - $ 81,301 $ 212,864,324
============== ============= ================ ===============
Shares issued and outstanding for each of the three years in the period ended
December 31, are 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 Years Ended December 31, 2000, 1999 and 1998
2000 1999 1998
---- ---- ----
Operating activities:
Net income $ 13,624,804 $ 14,974,338 $ 13,183,111
Adjustments to reconcile net income
to net cash provided by operating
activities:
Amortization of net premium 58,017 173,055 185,276
Amortization of prepaid fees and expenses 2,131,748 2,365,254 2,900,106
(Reduction of) provision for impaired mortgage loans (994,000) - 2,994,000
Changes in assets and liabilities:
Decrease in interest receivable
and other assets 76,981 53,333 428,271
Increase (decrease) in deferred income
on Additional Loans (189,372) (26,367) (36,362)
Increase in other liabilities 3,248 106,462 12,614
-------------- -------------- ---------------
Net cash provided by operating activities 14,711,426 17,646,075 19,667,016
-------------- -------------- ---------------
Investing activities:
Investment in PIMs - - (1,003,676)
Prepayment on Additional Loan - 2,000,000 2,860,000
Principal collections on MBS 2,580,441 19,432,484 9,192,319
Principal collections on PIMs and Insured Mortgages 10,905,706 1,718,718 12,722,410
-------------- -------------- ---------------
Net cash provided by investing activities 13,486,147 23,151,202 23,771,053
-------------- -------------- ---------------
Financing activity:
Dividends (29,761,793) (50,154,182) (38,947,582)
-------------- -------------- ---------------
Net (decrease) increase in cash and
cash equivalents (1,564,220) (9,356,905) 4,490,487
Cash and cash equivalents, beginning
of period 8,653,673 18,010,578 13,520,091
-------------- -------------- ---------------
Cash and cash equivalents, end of
period $ 7,089,453 $ 8,653,673 $ 18,010,578
============== ============== ===============
Non cash activities:
Increase (decrease) in Fair Value of MBS $ 635,251 $ (1,101,186) $ 40,493
============== =============== ===============
The accompanying notes are
an integral part of the financial statements.
KRUPP GOVERNMENT INCOME TRUST II
NOTES TO FINANCIAL STATEMENTS
A. Organization
Krupp Government Income Trust II (the "Trust") was formed on February 8,
1991 by filing a Declaration of Trust in The Commonwealth of
Massachusetts. The Trust is authorized to sell and issue not more than
25,000,000 shares of beneficial interest (the "Shares"). The Trust was
organized for the purpose of investing in commercial and multi-family
loans and mortgage backed securities. Berkshire Mortgage Advisors
Limited Partnership (the "Advisor") acquired 10,000 of such Shares for
$200,000 and 18,315,158 Shares were sold for $365,686,058 net of
purchase volume discounts of $617,102 under a public offering which
commenced on September 11, 1991 and was completed on February 12, 1993.
Under the Dividend Reinvestment Plan ("DRP"), 46,319 Shares were sold
for $880,061. The Trust shall terminate on December 31, 2030, unless
earlier terminated by the affirmative vote of holders of a majority of
the outstanding Shares entitled to vote thereon.
B. Significant Accounting Policies
The Trust uses the following accounting policies for financial reporting
purposes:
Basis of Presentation
The accompanying financial statements have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting
principles.
MBS
The Trust, in accordance with the Financial Accounting Standards Board's
Statement No. 115, "Accounting for Certain Investments in Debt and
Equity Securities" ("FAS 115"), under the classification of
available-for-sale. The Trust carries its MBS at fair market value and
reflects any unrealized gains (losses) as a separate component of
Shareholders' Equity. The Trust amortizes purchase premiums or discounts
over the life of the underlying mortgages using the effective interest
method.
PIMs and PIMIs
The Trust accounts for its MBS portion of a PIM or PIMI investment in
accordance with FAS 115, under the classification of held to maturity.
The Trust carries these MBS at amortized cost.
The insured mortgage portion of the Federal Housing Administration
("FHA") PIM or PIMI is carried at amortized cost. The Trust holds these
mortgages at amortized cost since they are fully insured by FHA.
The Additional Loans are carried at amortized cost unless the Advisor
believes there is an impairment in value, in which case a valuation
allowance is established in accordance with FAS 114 and FAS 118.
Continued
KRUPP GOVERNMENT INCOME TRUST II
NOTES TO FINANCIAL STATEMENTS, continued
B. Significant Accounting Policies, Continued
PIMs and PIMIs, continued
Basic interest is recognized based on the stated rate of the Department
of Housing and Urban Development ("HUD") Insured Mortgage loan (less the
servicer's fee) or the coupon rate of the Fannie Mae MBS. The Trust
recognizes interest related to the participation features when these
amounts are collectible and estimable. The Trust defers the recognition
of Additional Loan interest payments as income to the extent these
interest payments are from escrows established with the proceeds of the
Additional Loan. When the properties underlying the PIMIs generate
sufficient cash flow to make the required Additional Loan interest
payments with operating funds, the Trust recognizes income as earned and
commences amortizing deferred interest amounts into income over the
remaining estimated term of the Additional Loan. During periods where
mortgage loans are impaired the Trust suspends amortizing deferred
interest.
The Trust also fully reserves the portion of any Additional Loan
interest payment satisfied through the issuance of an operating loan and
any associated interest due on such operating loan. The Trust will
recognize the income related to the operating loan when the borrower
repays amounts due under the operating loan.
Impaired Mortgage Loans
Impaired loans are those loans which the Advisor believes that the
collection of all amounts due in accordance with the contractual terms
of the loan agreement are not likely. Impaired loans are measured based
on the fair value of the underlying collateral. Interest received on the
impaired loans is generally applied against the loan principal or as
interest income if deemed collectable by the Advisor.
Cash Equivalents
The Trust includes all short-term investments with maturities of three
months or less from the date of acquisition in cash and cash
equivalents. The Trust invests its cash primarily in agency paper, and
money market funds with a commercial bank and has not experienced any
loss to date on its invested cash.
Prepaid Fees and Expenses
Prepaid fees and expenses represent prepaid acquisition fees and
expenses and prepaid participation servicing fees paid for the
acquisition and servicing of PIMs and PIMIs. The Trust amortizes prepaid
acquisition fees and expenses using a method that approximates the
effective interest method over a period of ten to twelve years, which
represents the actual maturity or anticipated payoff date of the
underlying mortgage. The prepaid participation servicing fees are
amortized using a method that approximates the effective interest method
over a ten-year period beginning at final endorsement of the loan if a
HUD-insured loan and at closing if a Fannie Mae loan.
Upon the repayment of a PIM or PIMI, any unamortized acquisition fees
and expenses and unamortized participation servicing fees related to
such loan are expensed.
Continued
KRUPP GOVERNMENT INCOME TRUST II
NOTES TO FINANCIAL STATEMENTS, continued
B. Significant Accounting Policies, Continued
Income Taxes
The Trust has elected to be taxed as a REIT under the Internal Revenue
Code of 1986, as amended, and believes it will continue to meet all such
qualifications. Accordingly, the Trust will not be subject to federal
income taxes on amounts distributed to shareholders provided it
distributes annually at least 95% of its REIT taxable income and meets
certain other requirements for qualifying as a REIT. Therefore, no
provision for federal income taxes has been recorded in the financial
statements.
Estimates and Assumptions
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities,
contingent assets and liabilities and revenues and expenses during the
period. Significant estimates include the net carrying value of
Additional Loans and the unrealized gain on MBS investments. Actual
results could differ from those estimates.
C. PIMIs
The Trust had investments in nine PIMIs at December 31, 2000 and ten at
December 31, 1999 that provide the permanent financing for multi-family
housing. Each PIMI consists of either a Fannie Mae MBS or a sole
participation interest in a HUD-insured first mortgage loan originated
under the FHA lending program (collectively, the "insured mortgages")
and an "Additional Loan" made to the borrower or the owners of the
borrower to provide additional funds for the construction or permanent
financing of the property. The FHA first mortgage loan and the first
mortgage underlying the Fannie Mae MBS provide the borrower with a below
market interest rate loan, and in return, the Trust receives a
percentage of the cash generated from the property operations
("Participating Income Interest") and a percentage of any appreciation
thereafter ("Participating Appreciation Interest") (collectively the
"participation interest").
The borrower conveys the participation features to the Trust through a
subordinated promissory note and mortgage or a subordinate loan
agreement (collectively the "Agreements"). The Trust makes the
Additional Loan under the Fannie Mae PIMIs directly to the borrower of
the first mortgage loan underlying the Fannie Mae MBS, and the borrower
collateralizes the Additional Loan with a subordinated mortgage on the
property. The owners of the borrower also pledge their ownership
interests in the borrower as additional collateral.
The Trust made the Additional Loans on the FHA PIMIs to the owners of
the entity having the FHA first mortgage loan, and the owners
collateralize the Additional Loan by pledging their ownership interests
in the borrowing entity, their share of any distributions received, and
the proceeds realized upon the refinancing of the property, sale of the
property or sale of the partnership interests. Unlike the insured
mortgages, the Additional Loans are neither guaranteed nor insured.
The Trust receives level monthly payments of principal and interest
payments, amortizing over thirty to forty years on the insured mortgages
and is also entitled to receive participation interest and semi-annual
interest payments ("Additional Loan interest") and preferred interest
under the Additional Loans and Agreements. While principal and interest
payments on the insured mortgages are insured or guaranteed, there are
limitations to the amount and obligation to pay interest under the
Additional Loan and Agreements.
Continued
KRUPP GOVERNMENT INCOME TRUST II
NOTES TO FINANCIAL STATEMENTS, continued
C. PIMIs, Continued
The Agreements for Fannie Mae PIMIs entitles the Trust to receive (i)
semi-annual interest payments on the Additional Loan, (ii) Participating
Income Interest, (iii) Participating Appreciation Interest and (iv)
Preferred Interest. Additional Loan interest accrues at the stated
interest rate of the Additional Loan and Participating Income Interest
represents the Trust's share of the net revenue generated by the
property at a stated percentage generally ranging from 25% to 35%.
Additional Loan interest and Participating Income Interest are payable
only to the extent there is net revenue available to pay these amounts.
However, should the borrower be unable to make the full Additional Loan
interest payment, the borrower must notify the Trust of the amount of
the shortfall.
The Trust can require the partners of the borrower to make a capital
call contribution to the borrower to fund 50% of this shortfall, and the
Trust will fund the remainder with an Operating Loan. Also, the Trust is
generally limited to receiving no more than 50% of net revenue on any
semi-annual payment date. Participating Appreciation Interest provides
the Trust with a stated percentage, ranging from 25% to 30%, of the
excess value of the property over amounts due under the first mortgage,
Additional Loan and any Operating Loans, the repayment of capital call
contributions, and a return of original equity to the partners of the
borrower.
Participating Appreciation Interest is due upon the sale, refinancing,
maturity or accelerated maturity, or permitted prepayment of all amounts
due under the insured mortgage and Additional Loan. Generally, the Trust
will not receive more than 50% of the excess of value over the
outstanding indebtedness, the payment of Preferred Interest, and the
return of equity and capital call contributions to the partners of the
borrower.
Preferred Interest refers to a non-compounded cumulative return from the
closing date of the loan to the date of calculation, at a stated
interest rate generally on the original outstanding balance of the
insured mortgage plus the Additional Loan and any other funds advanced
to the borrower (reduced by principal payments received) less: (i)
interest payments on the insured mortgage, (ii) Additional Loan
interest, (iii) Participating Income Interest, and (iv) Participating
Appreciation Interest. Generally, the amount of Preferred Interest owed
cannot exceed the excess of value over the outstanding indebtedness.
Amounts due under the Additional Loan and Agreements are neither insured
nor guaranteed.
The Agreements for FHA PIMIs entitle the Trust to receive (i)
Participating Income Interest at a stated percentage usually ranging
from 25% to 50% of (a) all distributable Surplus Cash generated by the
property as defined in the regulatory agreement of the HUD-insured first
mortgage loan, (b) unrestricted cash generated by property operations,
and (c) unexpended reserves and escrows; and (ii) Participating
Appreciation Interest at a stated percentage usually ranging from 20% to
50% of the proceeds or value of the property less the outstanding
indebtedness upon the sale, refinancing, maturity or accelerated
maturity, or permitted prepayment of all amounts due under the insured
mortgage and Additional Loan. Amounts received by the Trust pursuant to
this Agreement reduce amounts payable as Base Interest and Preferred
Interest under the FHA PIMI Additional Loan.
The FHA PIMI Additional Loan interest is payable from the following
sources: (i) any Surplus Cash received as Participating Income Interest,
(ii) amounts conveyed to the Trust by the owners of the borrower
representing distributions of Surplus Cash, and (iii) amounts in reserve
accounts established with Additional Loan proceeds, if available, and
any interest earned on these amounts. As with the Fannie Mae PIMIs, the
borrower must notify the Trust of the amount of any Additional Loan
interest shortfall. At its option the Trust can require the owners of
the borrower to make a capital call for 50% of the shortfall and the
Trust in certain situations could convert the remaining 50% into an
operating loan or would forego the remainder.
Continued
KRUPP GOVERNMENT INCOME TRUST II
NOTES TO FINANCIAL STATEMENTS, continued
C. PIMIs, Continued
The FHA PIMIs also require the payment of Preferred Interest at a stated
interest rate from the date of final endorsement to the date of
calculation on the original outstanding balance of the insured mortgage
plus the Additional Loan and any other funds advanced by the Trust to
the borrower or owners of the borrowing entity (reduced by principal
payments received) less: (i) interest payments paid to the Trust under
the insured mortgage, (ii) Participating Income Interest, and (iii)
interest payments made under the Additional Loan including amounts
foregone by the Trust.
The insured mortgage and Agreements generally have maturities of 15 to
40 years, however, under the Agreements the Trust can accelerate the
maturity dates at any time after the ninth or tenth anniversary of final
endorsement for the FHA PIMIs or the closing date of the Fannie Mae
PIMIs, upon giving twelve months written notice for the payment.
If the Trust accelerates the maturity date, the Trust can require
payment of all amounts due under the Additional Loan and Agreements
through the accelerated maturity date for the payment of amounts due
under the Agreement and the HUD-insured first mortgage loan (providing
the contract of insurance with the Secretary of HUD is canceled prior to
the accelerated maturity date) or prepayment of the first mortgage loan
underlying the Fannie Mae MBS.
FHA PIMIs generally cannot be prepaid for a term of five years from the
construction completion date or final endorsement. After the fifth
anniversary of construction completion or final endorsement, the FHA
PIMI may be prepaid without penalty providing that all amounts due under
the Agreements, Additional Loan and FHA insured mortgage are paid.
Fannie Mae PIMIs generally cannot be prepaid during the five years
following the closing date of the underlying first mortgage loan.
Thereafter, the Fannie Mae first mortgage loan may be prepaid subject to
a prepayment penalty that declines each year for the next five years
with no prepayment penalty after the tenth year. Any prepayment of a
Fannie Mae PIMI generally requires prepayment of the first mortgage loan
underlying the Fannie Mae MBS and payment of amounts due under the
Agreements and Additional Loan. The Fannie Mae first mortgage loan would
not need to be prepaid if there is a permitted assumption of the first
mortgage loan, however, amounts due under the Agreement and Additional
Loan would need to be prepaid. Any prepayment usually requires not less
than 90 nor more than 180 days prior written notice.
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 was seeking collection of delinquent
participation interest relating to 1998 and 1999 along with late payment
penalties and legal fees. During the first quarter of 2001, the Trust
received a payoff of the Falls at Hunters Pointe PIMI and collected all
of the delinquent participation interest. See Note J for additional
information.
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 interest. 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 on February 18, 2000.
Continued
KRUPP GOVERNMENT INCOME TRUST II
NOTES TO FINANCIAL STATEMENTS, continued
C. PIMIs, Continued
On July 31, 1998 and on August 25, 1998, the Trust received the
prepayments of the St. Germain Additional Loan of $2,860,000 and the
related Fannie Mae MBS with a remaining principal balance of
$11,006,015. In addition, the Trust received participation interest as
follows: (i) Additional Loan interest payable through the date of sale
of $83,417, (ii) Preferred Interest payable through the date of sale of
$89,975, (iii) Participating Appreciation Interest of $1,874,032. On
October 9, 1998, the Trust received Participating Income Interest
payable through the date of sale attributable to 1998 property
operations of $94,258. On September 28, 1998, the Trust used these
proceeds to fund a special dividend of $.87 per Share to its
Shareholders.
At December 31, 2000 and 1999 there are no insured mortgage loans within
the Trust's portfolio that are delinquent as to principal or interest.
The Trust's investments in PIMIs consists of the following at
December 31, 2000 and 1999:
Approximate
Insured Loan Monthly Interest Maturity Balance Outstanding at December 31,
Mortgages Amount Payments Rate Date 2000 1999
--------- ------ ---------------- ---- ---- ---- ----
FHA
The Seasons (a) $ 23,224,649 $162,700 7.875% 10/01/28 $ 22,054,045 $ 22,260,149
Hunters Pointe (g) 12,789,100 78,200 6.875% 01/01/35 12,362,037 12,447,138
Norumbega Point 15,598,500 101,100 7.375% 02/01/36 15,231,817 15,317,692
FNMA (b)
- ----
Crossings Village 12,907,334 82,300 6.75% 10/01/08 11,913,997 12,090,416
Martin's Landing 11,200,000 69,500 6.50% 12/01/08 10,322,038 10,478,301
Sunset Summit 10,192,801 63,300 6.50% 10/01/08 9,400,427 9,542,738
Oasis 12,401,673 79,000 6.75% 07/01/09 11,603,141 11,760,701
Windsor Lake 9,680,344 - 6.75% 07/01/09 - 9,172,642
Windmill Lakes 11,600,000 74,400 6.825% 03/01/10 10,920,913 11,062,433
The Lakes 18,387,653 118,000 6.825% 07/01/10 17,399,649 17,618,242
--------------- -------- ------------- ------------
$ 137,982,054 $828,500 $ 121,208,064 $131,750,452
=============== ======== ============= ============
(f)
Continued
KRUPP GOVERNMENT INCOME TRUST II
NOTES TO FINANCIAL STATEMENTS, continued
C. PIMIs, Continued
Base Preferred
Maturity Interest Interest
Additional Loans 2000 1999 Date Rate Rate
---------------- ---- ---- ---- ---- ----
The Seasons (a) $ 4,925,351 $ 4,925,351 10/01/28 9%(c) 10%
Hunters Pointe (g) 650,000 650,000 01/01/35 7% 9%
Norumbega Pointe 3,063,000 3,063,000 07/02/06 7% 10%
Crossings Village 2,584,000 2,584,000 10/01/08 7% 9%
Martin's Landing 2,280,000 2,280,000 12/01/08 7% 12%
Sunset Summit 1,900,000 1,900,000 12/01/08 7% 9%(d)
Oasis 2,290,000 2,290,000 09/01/09 7% 9.25%
Windmill Lakes (e) 2,000,000 2,000,000 03/01/10 7.5% 9.5%
The Lakes 4,600,000 4,600,000 07/01/10 7% 9%
------------ ------------
$ 24,292,351 $ 24,292,351
============ ============
(a) The total PIMI and Additional Loan on this property are
$32,300,000, and $6,850,000 respectively, of which 28% is held by
Krupp Government Income Trust, an affiliate of the Advisor of the
Trust.
(b) Monthly principal and interest payments are based on a 30-year
amortization. The unpaid principal balances due at maturity
are as follows:
Crossings Village $ 9,917,000
Martin's Landing $ 8,524,000
Sunset Summit $ 7,763,000
Oasis $ 9,550,000
Windmill Lakes $ 8,907,000
The Lakes $ 14,118,000
(c) The base interest rate was 6% per annum for the first three years
and beginning September 1, 1996 increased to 9% per annum.
(d) The Trust will receive its Additional Loan Interest and its GIT
Contingent Interest on Investment (as defined in the Subordinate
Loan Agreement) from net revenue up to the 9% Preferred Interest
Rate and, thereafter is entitled to 25% of net revenue.
(e) As of December 31, 1997, Windmill Lakes is in technical default
on its Additional Loan for not making the full required base
interest payment due on the Additional Loan. The borrower
continues to try and sell the property. If it becomes apparent
that a sale mutually acceptable to both the Trust and the
borrower will not be possible, the Advisor will re-assess the
feasibility of extending long term debt service relief.
(f) The aggregate cost for federal income tax purposes is $121,208,064.
Continued
KRUPP GOVERNMENT INCOME TRUST II
NOTES TO FINANCIAL STATEMENTS, continued
C. PIMIs, Continued
(g) As of November 12, 1999, Falls at Hunters Pointe was in default
for not making the participation income payment due the Trust
based on 1997 and 1998 operations. 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 was seeking collection of
delinquent participation interest relating to 1998 and 1999 along
with late payment penalties and legal fees. Subsequent to year
end the PIMI was paid off and the Trust collected all of the
delinquent participation interest (see note J).
Impaired Mortgage Loans
On December 31, 1998, as a result of continued deterioration in property
operations, the Advisor of the Trust determined that the Windmill Lakes
Additional Loan was impaired. As a result, a valuation allowance of
$2,000,000 was established to adjust the carrying amount of the loan to
the estimated fair market value of the collateral less anticipated costs
of sale. The Trust did not recognize interest income on the Windmill
Lakes Additional Loan during 2000, 1999, or 1998.
On December 31, 1998, as a result of continued deterioration in property
operations, the Advisor of the Trust determined that the Oasis
Additional Loan was impaired. As a result, a valuation allowance of
$994,000 was established to adjust the carrying amount of the loan to
the estimated fair market value of the collateral less anticipated costs
of sale. During the fourth quarter of 2000, the Advisor determined that
the Oasis Additional Loan was no longer impaired. Therefore, the
valuation allowance was reversed. During 2000, the Trust received and
recognized $160,300 of interest income on the Oasis Loan while it was
impaired. The Trust did not recognize interest income on the Oasis
Additional Loan during 1999 or 1998.
The activity in the valuation allowance together with the related
recorded and carrying value of the mortgage loans is as follows:
Recorded Valuation Carrying
Value Allowance Value
-------------- --------- -----------
Windmill Lakes $2,000,000 $2,000,000 $ -
Balance at
December 31, 2000 $2,000,000 $2,000,000 $ -
========== ========== ===========
The recorded value of the impaired mortgage loans did not differ
materially from the balances reported at the end of each quarter with
exception for the impairment recorded in the fourth quarter of 1998 for
the Windmill Lakes and Oasis additional loans and the Oasis reversal in
the fourth quarter of 2000. The Trust has also deferred additional loan
interest related to Windmill Lakes of $25,000.
Continued
KRUPP GOVERNMENT INCOME TRUST II
NOTES TO FINANCIAL STATEMENTS, continued
C. PIMIs, Continued
Reconciliations of activity for 2000, 1999 and 1998 are as follows:
Insured Mortgages
2000 1999 1998
---- ---- ----
Balance at beginning of period $ 131,750,452 $ 133,132,325 $145,537,234
Principal collections (10,542,388) (1,381,873) (12,404,909)
--------------- -------------- -------------
Balance at end of period $ 121,208,064 $ 131,750,452 $ 133,132,325
=============== ============== =============
Additional Loans
2000 1999 1998
---- ---- ----
Balance at beginning of period $ 21,298,351 $ 23,298,351 $ 29,152,351
Additional loan prepayments - (2,000,000) (2,860,000)
Valuation allowance 994,000 - (2,994,000)
--------------- -------------- -------------
Balance at end of period $ 22,292,351 $ 21,298,351 $ 23,298,351
=============== ============== =============
Property Descriptions:
- ---------------------
The Seasons is a 1,088-unit apartment complex located in Laurel, Maryland.
The Falls at Hunter's Pointe ("Hunters Pointe") is a 276-unit apartment
complex located in Sandy City, Utah, a suburb of Salt Lake City.
Norumbega Point is a 93-unit assisted living facility in Weston,
Massachusetts.
Crossings Village Apartments ("Crossings Village") is a 286-unit apartment
complex located in Westlake, Ohio.
Martin's Landing Apartments ("Martin's Landing") is a 300-unit apartment
complex in Roswell, Georgia.
Sunset Summit Apartments ("Sunset Summit") is a 261-unit apartment
complex located in Portland, Oregon.
Oasis at Springtree ("Oasis") is a 276-unit apartment
complex located in Sunrise, Florida.
Windmill Lakes Apartments ("Windmill
Lakes") is a 264-unit garden style apartment complex in Pembroke Pines,
Broward County, Florida.
The Lakes at Vinings Apartments ("The Lakes") is a 464-unit
garden and townhouse style apartment complex in Vinings, Georgia.
Continued
KRUPP GOVERNMENT INCOME TRUST II
NOTES TO FINANCIAL STATEMENTS, continued
D. PIMs
The Trust has investments in four PIMs. The Trust's PIMs consist of
either a Fannie Mae MBS or a sole participation interest in a HUD-insured
first mortgage loan originated under the FHA lending program
(collectively the "insured mortgages") and participation interests in the
revenue stream and appreciation of the property above specified levels.
The borrower conveys these participation features to the Trust generally
through a subordinated promissory note and mortgage (the "Agreement").
The Trust receives level monthly principal and interest payments,
amortized over thirty to forty years. The Fannie Mae MBS is guaranteed by
Fannie Mae, and HUD insures payment of principal and interest on the FHA
first mortgage loan.
The borrower generally cannot prepay the insured mortgage during the
first five years but may prepay it thereafter subject to a 9% prepayment
premium in years six through nine, a 1% prepayment premium in year ten
and no prepayment premium thereafter. The Trust may receive interest
related to its participation interests in the underlying property,
however, these amounts are neither insured nor guaranteed.
Generally, the participation features consist of the following: (i)
"Minimum Additional Interest" at rates ranging from .5% to .75% per annum
calculated on the unpaid principal balance of the first mortgage on the
underlying property, (ii) "Shared Income Interest" ranging from 25% to
30% of the monthly gross rental income generated by the underlying
property in excess of a specified base, but only to the extent that it
exceeds the amount of Minimum Additional Interest received during such
month, (iii) "Shared Appreciation Interest" ranging from 25% to 30% of
any increase in value of the underlying property in excess of a specified
threshold. Payment of participation interest from the operations of the
property is limited to 50% of net revenue or surplus cash as defined by
Fannie Mae or HUD, respectively. The total amount of participation
interest payable by the borrower generally cannot exceed 50% of any
increase in value of the property.
Shared Appreciation Interest is payable when one of the following occurs:
(1) the sale of the underlying property to an unrelated third party on a
date which is later than five years from the date of the Agreement, (2)
the maturity date of the Agreement, or (3) prepayment of the Agreement.
Under the Agreement, the Trust, upon giving twelve months written notice,
can accelerate the maturity date of the Agreement and insured mortgage to
a date not earlier than ten years from the date of the Agreement for (a)
the payment of all participation interest due under the Agreement as of
the accelerated maturity date or (b) the payment of all participation
interest due under the Agreement plus all amounts due on the first
mortgage note on the property.
At December 31, 2000 and 1999 there are no insured mortgage loans within
the Trust's portfolio that are delinquent of principal or interest.
During the second quarter of 1998, the Trust completed funding of its
commitment on the Fountains PIM.
Continued
KRUPP GOVERNMENT INCOME TRUST II
NOTES TO FINANCIAL STATEMENTS, continued
D. PIMs, Continued
The Trust's PIMs consisted of the following at December 31, 2000
and 1999:
Approximate
Original Monthly Interest Maturity
PIM Amount Payments Rate Date Balance Outstanding at December 31,
--- ------ --------- ---- ---- ------------------------------------
2000 1999
---- ----
FNMA
Mequon Trails $14,937,726 $ 93,300 6.50% 01/01/08 $ 13,525,695 $ 13,756,994
(a)
FHA
Rivergreens II 6,137,199 39,800 7.375% 01/01/35 5,956,517 5,992,928
Mill Ponds II 8,245,300 51,900 7.125% 12/01/35 8,034,349 8,082,848
The Fountains 10,336,000 70,800 7.50% 11/01/36 10,114,769 10,161,642
------------ ---------- --------------- ---------------
(b)
Total $ 39,656,225 $ 255,800 $ 37,631,330 $ 37,994,412
============ ========== =============== ===============
(c)
(a) Principal and interest payments are based on a 30-year amortization.
Unpaid principal of approximately $11,267,000 is due at maturity.
(b) Construction-phase interest rate was 7.875%. Received Final Endorsement
in April 1998.
(c) The aggregate cost for federal income tax purposes is $37,631,330.
Reconciliations of activity for 2000, 1999 and 1998 are as follows:
2000 1999 1998
---- ---- ----
Balance at beginning of period $ 37,994,412 $ 38,331,257 $ 37,645,082
Acquisitions - 1,003,676
Discount amortization 236 217 -
Principal collections (363,318) (337,062) (317,501)
------------ ------------ ------------
Balance at end of period $ 37,631,330 $ 37,994,412 $ 38,331,257
============ ============ ============
Property descriptions:
Mequon Trails Townhomes ("Mequon Trails") is a 246-unit apartment complex
located in Mequon, Wisconsin.
Rivergreens II Apartments ("Rivergreens II") is a 126-unit apartment complex
in Gladstone, Oregon.
Mill Ponds II Apartments ("Mill Ponds II") is a 150-unit apartment complex in
Bellbrook, Ohio.
The Fountains Apartments ("The Fountains") is a 204-unit apartment complex in
West Des Moines, Iowa.
Continued
KRUPP GOVERNMENT INCOME TRUST II
NOTES TO FINANCIAL STATEMENTS, continued
E. Mortgage Backed Securities
The Trust received a payoff from The Estates MBS consisting of a first
mortgage of $11,375,380 on October 18, 1999. In addition, the Trust
received a prepayment premium of $1,023,784. The Trust paid a special
dividend of $.68 per Unit from the proceeds on October 27, 1999.
At December 31, 2000, the Trust's MBS portfolio has an amortized cost of
$19,042,730 and gross unrealized gains and losses of approximately
$134,943 and $53,642, respectively. At December 31, 1999, the Trust's MBS
portfolio had an amortized cost of $21,681,424 and gross unrealized gains
and losses of approximately $29,115 and $583,065, respectively. The MBS
have maturities ranging from 2009 to 2031.
Maturity Date Fair Value Unrealized Gain
2001 - 2005 $ - $ -
2006 - 2010 3,632,459 27,104
2011 - 2031 15,491,572 54,197
------------- ---------------
Total $ 19,124,031 $ 81,301
============= ===============
F. Shareholders' Equity
Under the Declaration of Trust, and commencing with the initial closing
of the public offering of Shares, the Trust has declared and paid
dividends on a quarterly basis. During the period in which the Trust
qualifies as a REIT, the Trust has and will pay quarterly dividends
aggregating at least 95% of taxable income on an annual basis to be
allocated to the shareholders, in proportion to their respective number
of shares. In order for the Trust to maintain its REIT status with
respect to the requirements of Share ownership, the Declaration of Trust
prohibits any investor from owning, directly or indirectly more than
9.80% of the outstanding Shares and empowers the Trustees to refuse to
permit any transfer of Shares which, in their opinion, would jeopardize
the status of the Trust as a REIT.
G. Related Party Transactions
Under the terms of the Advisory Service Agreement, the Advisor receives
an Asset Management Fee equal to .75% per annum of the value of the
Trust's actual and committed invested assets payable quarterly.
The Trust also reimburses affiliates of the Advisor for certain expenses
incurred in connection with maintaining the books and records of the
Trust, the preparation and mailing of financial reports, tax information
and other communications to investors and legal fees and expenses.
Included in general and administration expenses are legal fees and
expenses paid by the Trust to an affiliate. During the three years ended
December 31, 2000, 1999, and 1998 these fees totaled $1,533, $778 and
$3,664 respectively.
The Trust earned or received $443,282, of base interest from The Seasons
in 2000, 1999 and 1998, respectively (see Note C). In addition, the Trust
received $446,574 in 2000, $392,816 in 1999 and $239,107 in 1998 related
to participating interest income.
Continued
KRUPP GOVERNMENT INCOME TRUST II
NOTES TO FINANCIAL STATEMENTS, continued
H. Federal Income Taxes
The reconciliation of the income reported in the accompanying statement of
income with the income reported in the Trust's 2000 federal income tax
return follows:
Net income per statement of income $ 13,624,804
Add: Book to tax difference for amortization of prepaid fees and expenses 681,145
Add: Book to tax difference for Additional Loan interest income 200,527
Less:Book to tax difference for participation interest (175,489)
Less:Reduction of provision for impaired mortgage loans (994,000)
-------------
Net income for federal income tax purposes $ 13,336,987
==============
The Trust paid dividends of $1.62 per share during 2000 which represents
approximately $.73 from ordinary income and $.89 represents a non-taxable
distribution for federal income tax purposes.
The basis of the Trust's assets for financial reporting purposes is less
than its tax basis by approximately $9,423,000 and $10,156,000 at December
31, 2000 and 1999, respectively. The basis of the Trust's liabilities for
financial reporting purposes exceeded its tax basis by approximately
$2,504,000 and $2,693,000 at December 31, 2000 and 1999, respectively.
I. Fair Value Disclosures of Financial Instruments
The Trust uses the following methods and assumptions to estimate the fair
value of each class of financial instrument:
Cash and Cash Equivalents
The carrying amount approximates fair value because of the short maturity
of those instruments.
MBS
The Trust estimates the fair value of MBS based on quoted market prices.
Based on the estimated fair value determined using these methods and
assumptions, the Trust's investments in MBS has gross unrealized gains and
losses of approximately $135,000 and $54,000 at December 31, 2000 and
$29,000 and $583,000 at December 31, 1999.
Continued
KRUPP GOVERNMENT INCOME TRUST II
NOTES TO FINANCIAL STATEMENTS, continued
I. Fair Value Disclosures of Financial Instruments, continued
-----------------------------------------------
PIMs and PIMIs
There is no established trading market for these investments. Management
estimates the fair value of the PIMs and the insured mortgage portion of
the PIMIs using quoted market prices of MBS having the same stated coupon
rate as the insured mortgages. Additional Loans are based on the estimated
fair value of the underlying properties as an estimate of the fair value of
the loan is not practicable. Management does not include any participation
income in the Trust's estimated fair values, as Management does not believe
it can predict the time of realization of the feature with any certainty.
Based on the estimated fair value determined using these methods and
assumptions, the Trust's investments in PIMs and PIMIs had gross unrealized
gains and losses of approximately $170,000 and $4,052,000, respectively at
December 31, 2000 and gross unrealized gains and losses of approximately
$71,000 and $5,944,000, respectively at December 31, 1999.
At December 31, 2000 and 1999, the estimated fair values of the Trust's
financial instruments are as follows:
(rounded to thousands)
2000 1999
--------------------------- ---------------------------
Fair Carrying Fair Carrying
Value Value Value Value
------------ ------------- ---------------------------
Cash and cash equivalents $ 7,089 $ 7,089 $ 8,654 $ 8,654
MBS 19,124 19,124 21,127 21,127
PIMs and PIMIs:
PIMs 36,568 37,631 36,763 37,994
Insured mortgages 118,389 121,208 127,108 131,750
Additional loans 22,292 22,292 21,298 21,298
---------- ---------- --------- ----------
$ 203,462 $ 207,344 $ 214,950 $ 220,823
========== ========== ========= ==========
J. Subsequent Event
During the first quarter of 2001, the Trust received a payoff of the
Hunters Pointe PIMI. The Trust received the outstanding balance on the
insured mortgage of $12,347,267, the outstanding balance on the Additional
Loan of $650,000, Participating Income Interest on the Additional Loan of
$496,207 (including all of the delinquent amounts), Preferred Interest on
the Additional Loan of $492,543, Participating Appreciation Interest on the
subordinate loan agreement of $1,070,304 and late fees on the delinquent
Participating Income Interest of $11,021.
KRUPP GOVERNMENT INCOME TRUST II
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Balance at Charged to Balance at
Beginning costs and end of
Description of period expenses Revenues period
- ----------- ------------- ------------ ----------- ------------
Valuation
Allowance $ 2,994,000 $ - $ (994,000) $ 2,000,000
============= ============ =========== ============
KRUPP GOVERNMENT INCOME TRUST II
SUPPLEMENTARY DATA
SELECTED QUARTERLY FINANCIAL DATA
(Unaudited)
For the Quarter Ended
March 31, June 30, September 30, December 31,
2000 2000 2000 2000
------------ ------------ ------------ -------------
Total revenues $ 4,908,065 $ 3,954,856 $ 4,031,680 $ 4,083,596
============ ============ ============ ============
Net income $ 3,585,243 $ 2,894,895 $ 3,003,591 $ 4,141,075
============ ============ ============ ============
Earnings per Share $ .20 $ .15 $ .17 $ .22
============ ============ ============ ============
For the Quarter Ended
March 31, June 30, September 30, December 31,
1999 1999 1999 1999
------------ ------------ ------------ ------------
Total revenues $ 4,410,220 $ 4,552,556 $ 4,484,788 $ 6,165,618
============ ============ ============ ============
Net income $ 3,381,041 $ 3,400,890 $ 3,397,863 $ 4,794,544
============ ============ ============ ============
Earnings per Share $ .18 $ .19 $ .18 $ .27
============ ============ ============ ============
(Unaudited)
(Amounts in thousands, except per Share amounts)
Year Inception
Ended Through
12/31/00 12/31/00
--------- -------------
Distributable Cash Flow (a):
- ---------------------------
Net income 13,625 125,450
Items providing or not requiring (not providing)
the use of operating funds:
(Reduction of) provision for impaired mortgage loans (994) 2,000
Loss on sale of MBS - 1,379
Amortization of prepaid fees and
expenses and organization costs 2,131 15,404
Additional Loan interest received
and deferred, net (189) 2,504
--------- ------------
Total Distributable Cash Flow ("DCF") $ 14,573 $ 146,737
======== ===========
DCF per Share based on Shares
outstanding at December 31, 2000 $ 0.79 $ 7.98(d)
======== ==========
Dividends:
Total dividends to Shareholders $ 29,763(b) $ 258,883(c)
======== ==========
Average dividend per Share based
on Shares outstanding at
December 31, 2000 $ 1.62 (b) $ 14.09(c)(d)
======== ===========
(a) Distributable Cash Flow consists of income before provision for impaired
mortgage loans, amortization of prepaid fees and expenses and organization
costs and includes interest collections on Additional Loans which have not
been recognized as income for book purposes. The Trust believes
Distributable Cash Flow is an appropriate supplemental measure of operating
performance, however, it should not be considered as a substitute for net
income as an indication of operating performance or cash flows as a measure
of liquidity.
(b) Represents all dividends paid in 2000 except the special and quarterly
February 2000 dividends and includes an estimate of the quarterly dividend
to be paid in February 2001.
(c) Includes an estimate of the quarterly dividend to be paid in February 2001.
(d) Shareholders average per Share return of capital on a cash basis as of
February 2001 is $6.11 [$14.09- $7.98]. Return of capital represents that
portion of dividends which is not funded from DCF, such as proceeds from
the sale of assets and substantially all of the principal collections
received from MBS, PIMs and PIMIs.