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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2004
or
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________________ to ____________________
Commission file number 0-19244
Krupp Government Income Trust
(Exact name of registrant as specified in its charter)
Massachusetts 04-3089272
(State or jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Beacon Street, Boston, Massachusetts 02108
(Address of principal executive offices) (Zip Code)
(617) 523-0066
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last
report)
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 |_|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes |_| No |X|
SEC 1296 (08-04) Potential persons who are to respond to the collection of
information contained in this form are not required to respond
unless the form displays a currently valid OMB control number.
-1-
Part I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
This Form 10-Q contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. When used in this Form 10-Q, the words "believes," "anticipates,"
"expects," "plans," "intends," "estimates," "continue," "may" or "will" (or the
negative of such words) and similar expressions are intended to identify
forward-looking statements. Such statements are subject to a number of risks and
uncertainties, including but not limited to the following: federal, state or
local regulations; adverse changes in general economic or local conditions;
uninsured losses and potential conflicts of interest between the Trust and its
Affiliates, including the Trustees. The Company's filings with the Securities
and Exchange Commission, including its Annual Report on Form 10-K for the year
ended December 31, 2003, contain additional information concerning such risk
factors. Actual results in the future could differ materially from those
described in any forward-looking statements as a result of the risk factors set
forth above, and the risk factors described in the Annual Report.
-2-
KRUPP GOVERNMENT INCOME TRUST
STATEMENT OF NET ASSETS IN LIQUIDATION AT SEPTEMBER 30, 2004
AND
BALANCE SHEET AT DECEMBER 31, 2003
----------
ASSETS
September 30, December 31,
2004 2003
------------- ------------
Participating Insured Mortgage Investments
("PIMIs") (Note 2):
Insured Mortgages $ -- $ 9,081,728
Additional Loans, net of impairment
provision of $0 and $1,032,617, respectively -- 367,383
Mortgage-Backed Securities ("MBS") (Note 3) 22,403 1,641,849
---------- -----------
Total mortgage investments 22,403 11,090,960
Cash and cash equivalents 2,840,280 1,636,525
Interest receivable and other assets 3,689 72,247
---------- -----------
Total assets $2,866,372 $12,799,732
========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deferred income on Additional Loans $ -- $ 367,383
Other liabilities 148,952 140,467
---------- -----------
Total liabilities 148,952 507,850
---------- -----------
Shareholders' equity (Note 5):
Common stock, no par value; 17,510,000
Shares authorized; 15,053,135 Shares issued and outstanding 2,717,420 12,192,126
Accumulated comprehensive income -- 99,756
---------- -----------
Total net assets in liquidation at September 30, 2004
and total Shareholder's equity at December 31, 2003 $2,717,420 12,291,882
========== -----------
Total liabilities and Shareholders' equity $12,799,732
===========
The accompanying notes are an integral
part of the financial statements.
-3-
KRUPP GOVERNMENT INCOME TRUST
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(In Liquidation as of September 30, 2004)
----------
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
---------------------------- ------------------------------
2004 2003 2004 2003
------------ --------- ------------ -----------
Revenues:
Interest income - PIMs and PIMIs:
Basic interest $ 119,085 $ 156,481 $ 430,570 $ 1,942,585
Additional Loan interest -- -- -- 1,954,960
Participation interest -- -- -- 1,794,493
Gain on sale of MBS 95,439 -- 95,439 --
Interest income - MBS 16,949 201,293 74,048 420,757
Interest income - cash and cash equivalents 6,761 16,724 13,962 111,798
------------ --------- ------------ -----------
Total revenues 238,234 374,498 614,019 6,224,593
------------ --------- ------------ -----------
Expenses:
Asset management fee to an affiliate 14,840 23,450 58,948 162,413
Expense reimbursements to affiliates 32,367 57,999 73,642 213,675
Amortization of prepaid fees and expenses -- 15,899 -- 108,657
Estimated costs of liquidation (Note 1) 48,578 -- 48,578 --
General and administrative 54,986 92,501 235,700 302,830
Loan loss recovery (150,000) -- (150,000) --
Operating expense limitation (Note 4) -- -- (414,276) --
------------ --------- ------------ -----------
Total expenses 771 189,849 (147,408) 787,575
------------ --------- ------------ -----------
Net income 237,463 184,649 761,427 5,437,018
Other comprehensive income:
Net decrease in unrealized gain on MBS (124,370) (60,700) (99,756) (287,330)
------------ --------- ------------ -----------
Total comprehensive income $ 113,093 $ 123,949 $ 661,671 $ 5,149,688
============ ========= ============ ===========
Basic earnings per Share $ .02 $ .01 $ .05 $ .36
============ ========= ============ ===========
Weighted average Shares outstanding 15,053,135 15,053,135
========== ==========
The accompanying notes are an integral
part of the financial statements.
-4-
KRUPP GOVERNMENT INCOME TRUST
STATEMENTS OF CASH FLOWS
(In Liquidation as of September 30, 2004)
----------
For the Nine Months
Ended September 30,
-------------------------------
2004 2003
------------ ------------
Operating activities:
Net income $ 761,427 $ 5,437,018
Adjustments to reconcile net income to
net cash provided by operating activities:
Amortization of discounts (148) (32,788)
Amortization of prepaid fees and expenses -- 108,657
Changes in assets and liabilities:
Decrease in interest receivable and other assets 68,558 294,249
Decrease in deferred income on Additional Loans (367,383) (984,385)
Increase (decrease) in other liabilities 8,485 (9,730)
------------ ------------
Net cash provided by operating activities 470,939 4,813,021
------------ ------------
Investing activities:
Principal collections on MBS 1,519,838 4,051,097
Principal collections on Additional Loans 367,383 4,170,336
Principal collections on PIMs and Insured Mortgages 9,081,728 40,106,059
------------ ------------
Net cash provided by investing activities 10,968,949 48,327,492
------------ ------------
Financing activity:
Dividends (10,236,133) (53,589,164)
------------ ------------
Net increase (decrease) in cash and cash equivalents 1,203,755 (448,651)
Cash and cash equivalents, beginning of period 1,636,525 1,986,243
------------ ------------
Cash and cash equivalents, end of period $ 2,840,280 $ 1,537,592
============ ============
Non cash activities:
Decrease in unrealized gain on MBS $ (99,756) $ (287,330)
============ ============
The accompanying notes are an integral
part of the financial statements.
-5-
KRUPP GOVERNMENT INCOME TRUST
NOTES TO FINANCIAL STATEMENTS
(In Liquidation as of September 30, 2004)
----------
1. Accounting Policies
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed or
omitted in this report on Form 10-Q pursuant to the Rules and Regulations
of the Securities and Exchange Commission. However, in the opinion of
Berkshire Mortgage Advisors Limited Partnership (the "Advisor"), which is
the advisor to Krupp Government Income Trust (the "Trust"), the
disclosures contained in this report are adequate to make the information
presented not misleading. See Notes to Financial Statements in the Trust's
Form 10-K for the year ended December 31, 2003 for additional information
relevant to significant accounting policies followed by the Trust.
As a result of the payoff of the Mountain View Apartments PIMI on
September 10, 2004, and consistent with the purposes of the Trust, the
Trustees of the Trust have resolved to terminate the Trust, distribute its
assets (after payment of or provision for its liabilities) and dissolve.
The Trust is in the process of winding up its business, which it expects
to complete in the fourth quarter of 2004 with a final liquidating
dividend to its shareholders. In connection therewith, the Trust has
changed its basis of accounting as of September 30, 2004 from the
going-concern basis to the liquidation basis of accounting. The
liquidation basis of accounting requires that assets and liabilities be
stated at their net realizable value and that estimated costs of
liquidating the Trust be provided to the extent that they are reasonably
determinable. The Trust estimates that the costs to liquidate will be
approximately $49,000, which primarily relates to the remaining general
and administrative expenses to be incurred through the anticipated
liquidation of the Trust in the fourth quarter of 2004.
In the opinion of the Advisor of the Trust, the accompanying unaudited
financial statements reflect all adjustments (consisting of only normal
recurring accruals) necessary to present fairly the Trust's financial
position as of September 30, 2004, its results of operations for the three
and nine months ended September 30, 2004 and 2003 and its cash flows for
the nine months ended September 30, 2004 and 2003.
The results of operations for the three and nine months ended September
30, 2004 are not necessarily indicative of the results which may be
expected for the full year. See Management's Discussion and Analysis of
Financial Condition and Results of Operations included in this report.
2. PIMIs
On September 10, 2004, the Trust received a prepayment of the Mountain
View Apartments Subordinated Promissory Note and the Mountain View
Apartments Additional Loan. The contractual amount due on the Additional
Loan was $1,400,000. Based on the Advisor's analysis of market conditions
and property operations and their effect on the property's value, the
Advisor agreed to accept a payment of $150,000 in full satisfaction of all
amounts due under the Subordinated Promissory Note, the Additional Loan
and the Modification Agreements. Since the Additional Loan was effectively
fully reserved due to the valuation allowance and the related deferred
income on Additional Loans liability account, the $150,000 was recorded as
a loan loss recovery. On September 17, 2004, the Trust received $9,034,637
from the FHA insured first mortgage related to Mountain View. On September
29, 2004, the Trust paid a special dividend of $0.62 per share from the
proceeds of the Mountain View Apartments prepayment.
3. MBS
On September 24, 2004, the Trust sold its remaining MBS portfolio for
$1,255,705, including accrued interest of $6,273. The gain realized from
the sale was $95,439.
At the time of the sale, the MBS portfolio had an amortized cost of
$1,153,993 and a face value of $1,220,978. After the sale, the Trust
received $22,403 in additional face value from the October pass-through
payment.
-6-
Continued
KRUPP GOVERNMENT INCOME TRUST
NOTES TO FINANCIAL STATEMENTS, Continued
(In Liquidation as of September 30, 2004)
----------
4. Operating Expense Limitation
Per Article VI, Section 5 of the Declaration of Trust, the total annual
operating expenses of the Trust may not exceed the greater of 2% of the
average invested assets of the Trust or 25% of the Trust's net income.
These tests are calculated each quarter by the Advisor based on the prior
twelve months of activity. In order for the Trust to be in compliance with
this requirement, the Advisor refunded $414,276 of the Trust's operating
expenses for the twelve months ended June 30, 2004. For the twelve months
ended September 30, 2004, the Trust was in compliance with this
requirement
5. Changes in Shareholders' Equity
A summary of changes in shareholders' equity for nine months ended
September 30, 2004 is as follows:
Total Accumulated
Common Retained Comprehensive Shareholders'
Stock Earnings Income Equity
------------ --------- -------- ------------
Balance at December 31, 2003 $ 12,192,126 $ -- $ 99,756 $ 12,291,882
Net income -- 761,427 -- 761,427
Dividends (9,474,706) (761,427) -- (10,236,133)
Change in unrealized gain on MBS -- -- (99,756) (99,756)
------------ --------- -------- ------------
Balance at September 30, 2004 $ 2,717,420 $ -- $ -- $ 2,717,420
============ ========= ======== ============
-7-
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
financial statements and accompanying notes contained in the Trust's 2003 Annual
Report on Form 10-K and in this report on Form 10-Q.
Certain statements in this Management's Discussion and Analysis of Financial
Condition and Results of Operations and elsewhere in this report on Form 10-Q
constitute "forward-looking statements" within the meaning of the Federal
Private Securities Litigation Reform Act of 1995. These forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the Trust's actual results, performance or achievements to be
materially different from any future results, performance or achievements
expressed or implied by these forward-looking statements. These factors include,
among other things, federal, state or local regulations; adverse changes in
general economic or local conditions; uninsured losses and potential conflicts
of interest between the Trust and its Affiliates, including the Advisor.
Liquidity and Capital Resources
On September 10, 2004, the Trust received a prepayment of the Mountain View
Apartments Subordinated Promissory Note and the Mountain View Apartments
Additional Loan. The contractual amount due on the Additional Loan was
$1,400,000. Based on the Advisor's analysis of market conditions and property
operations and their effect on the property's value, the Advisor agreed to
accept a payment of $150,000 in full satisfaction of all amounts due under the
Subordinated Promissory Note, the Additional Loan and the Modification
Agreements. Since the Additional Loan was effectively fully reserved due to the
valuation allowance and the related deferred income on Additional Loans
liability account, the $150,000 was recorded as a loan loss recovery. On
September 17, 2004, the Trust received $9,034,637 from the FHA insured first
mortgage related to Mountain View. On September 29, 2004, the Trust paid a
special dividend of $0.62 per share from the proceeds of the Mountain View
Apartments prepayment.
As a result of the payoff of the Mountain View Apartments PIMI, the Trust is in
the process of winding up its business, which it expects to complete in the
fourth quarter of 2004 with a final liquidating dividend to its shareholders. In
connection therewith, the Trust has changed its basis of accounting as of
September 30, 2004 from the going-concern basis to the liquidation basis of
accounting.
At September 30, 2004, the Trust had liquidity consisting of cash and cash
equivalents of approximately $2.8 million as well as interest earned on the
Trust's cash and cash equivalents. The Trust anticipates that these sources will
be adequate to provide the Trust with sufficient liquidity to meet its
obligations during its liquidation.
On September 24, 2004, the Trust sold its remaining MBS portfolio for
$1,255,705, including accrued interest of $6,273. The gain realized from the
sale was $95,439.
At the time of the sale, the MBS portfolio had an amortized cost of $1,153,993
and a face value of $1,220,978. After the sale, the Trust received $22,403 in
additional face value from the October pass-through payment.
As a result of the payoff of the Mountain View Apartments PIMI on September 10,
2004, and consistent with the purposes of the Trust, the Trustees of the Trust
have resolved to terminate the Trust, distribute its assets (after payment of or
provision for its liabilities) and dissolve. The Trust is in the process of
winding up its business, which it expects to complete in the fourth quarter of
2004 with a final liquidating dividend to its shareholders. Following this final
liquidating dividend, the Trust will be dissolved.
Critical Accounting Policies
The Trust's critical accounting policy relates to the Trust's estimates included
in its liquidation basis accounting statements.
The Trust is in the process of winding up its business, which it expects to
complete in the fourth quarter of 2004 with a final liquidating dividend to its
shareholders. In connection therewith, the Trust has changed its basis of
accounting as of September 30, 2004 from the going-concern basis to the
liquidation basis of accounting. The liquidation basis of accounting requires
that assets and liabilities be stated at their net realizable value and that
estimated costs of liquidating the Trust be provided to the extent that they are
reasonably determinable. The Trust estimates that the costs to liquidate will be
approximately $49,000, which primarily relates to the remaining general and
administrative expenses to be incurred through the anticipated liquidation of
the Trust in the fourth quarter of 2004. This amount has been included in the
Trust's liabilities at September 30, 2004.
-8-
Results of Operations
The Trust's net income increased for the three months ended September 30, 2004
as compared to the three months ended September 30, 2003 primarily due to
decreases in asset management fees, expense reimbursements to affiliates,
general and administrative expenses, amortization expense and the recording of a
loan loss recovery in the third quarter of 2004. This increase was partially
offset by decreases in MBS interest income, basic interest on PIMs and PIMIs and
other interest income. This increase was also partially offset by the recording
of the estimated liquidation costs of the Trust. Asset management fees decreased
due to the decrease in the Trust's investments as a result of principal
collections and payoffs. Expense reimbursements to affiliates and general and
administrative expenses decreased due to a change in the estimated cost of
services provided to the Trust in 2004. Amortization expense decreased due to
the full recognition of prepaid fees and expenses from the Mountain View PIMI in
August 2003. The loan loss recovery was due to the payoff of the Mountain View
Additional Loan. The full amount of the additional loan had been fully reserved
in prior years. The decrease in basic interest on PIMs and PIMIs is due to the
Mountain View PIMI payoff. MBS interest income decreased primarily due to the
Pointe East Apartments MBS payoff in July 2003. Other interest income decreased
due to significantly lower average cash balances available for short-term
investing during the three months ended September 30, 2004 versus the three
months ended September 30, 2003. The recording of estimated liquidation costs is
due to the Trust changing its basis of accounting from the going-concern basis
to the liquidation basis. Due to this change, the Trust recorded an estimate in
the third quarter of the remaining general and administrative expenses to be
incurred through the anticipated liquidation in the fourth quarter of 2004.
The Trust's net income decreased in the nine months ended September 30, 2004 as
compared to the nine months ended September 30, 2003 primarily due to decreases
in participation income, additional loan interest, basic interest income on PIMs
and PIMIs and MBS interest income. This decrease was partially offset by the
operating expense limitation adjustment. Participation income was greater in
2003 due to the collection of participation income received in 2003 from the
payoffs of the Rivergreens PIM and the Windward Lakes and Lifestyles PIMIs.
Additional loan interest was greater in 2003 due to the recognition of deferred
revenue and the collection of accrued interest from the Windward Lakes PIMI and
the recognition of deferred revenue from the Lifestyles PIMI payoff in March of
2003. Basic interest income on PIMs and PIMIs decreased due to the payoffs of
the Rivergreens PIM and Lifestyles PIMI in March of 2003 and the Windward Lakes
PIMI in June of 2003. MBS interest income decreased primarily due to the Pointe
East Apartments MBS payoff in July 2003. In the second quarter of 2004, the
operating expenses of the Trust were decreased in order for the Trust to be in
compliance with the annual operating expenses limitation test as defined in the
Declaration of Trust.
Off Balance Sheet Arrangements
The Trust has no off balance sheet arrangements as described in Item
303(a)(4)(ii) of Regulation S-K and did not have any such arrangements during
the period covered by this report on Form 10-Q.
Contractual Obligations
The Trust has no contractual obligations as contemplated by Item 303(a)(5) of
Regulation S-K and did not have any such arrangements either during the period
covered by this report on Form 10-Q or during the Trust's most recent completed
fiscal year.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Assessment of Credit Risk
The Trust's investments in its remaining insured mortgage and MBS are guaranteed
and/or insured by Fannie Mae, the Federal Home Loan Mortgage Corporation
("FHLMC"), 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. FHLMC is a federally chartered
corporation that guarantees obligations originated under its programs. These
obligations are not guaranteed by the U.S. Government or the Federal Home Loan
Bank Board. However, Fannie Mae and FHLMC are two of the largest corporations in
the United States and both have significant experience in mortgage
securitizations. In addition, their MBS carry the highest credit rating given to
financial instruments. GNMA guarantees the full and timely payment of principal
and basic interest on the securities it issues, which represents interest in
pooled mortgages insured by HUD. Obligations insured by HUD, an agency of the
U.S. Government, are backed by the full faith and credit of the U.S. Government.
Collection of the principal and interest of the Additional Loan and interest on
the participation features have risks similar to 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.
-9-
At September 30, 2004, the Trust's investments also include cash and cash
equivalents of approximately $997,000 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.
Item 4. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
As of September 30, 2004, the Chief Executive Officer and Chief Accounting
Officer carried out an evaluation of the effectiveness of the design and
operation of the Trust's disclosure controls and procedures. The Chief Executive
Officer and the Chief Accounting Officer concluded that the Trust's disclosure
controls and procedures were effective as of the date of their evaluation, in
timely alerting them to material information relating to the Trust required to
be included in this Quarterly Report on Form 10-Q.
(b) Changes in Internal Controls
There were no significant changes in the Trust's internal controls or in other
factors that could significantly affect such internal controls subsequent to the
date of the evaluation described in paragraph (a) above.
-10-
KRUPP GOVERNMENT INCOME TRUST
PART II - OTHER INFORMATION
----------
Item 1. Legal Proceedings
None
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits
(31.1) Chief Executive Officer Certification pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
(31.2) Chief Accounting Officer Certification pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
(32.1) Chief Executive Officer Certification pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(32.2) Chief Accounting Officer Certification pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
-11-
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Krupp Government Income Trust
(Registrant)
BY: /s/ Wayne Zarozny
-----------------
Wayne Zarozny
Treasurer and Chief Accounting Officer
of Krupp Government Income Trust
Date: November 11, 2004
-12-