10-Q 1 d59552_10q.txt QUARTERLY REPORT --------------------------- OMB APPROVAL --------------------------- OMB Number: 3235-0070 Expires: March 31, 2006 Estimated average burden hours per response: 192.00 --------------------------- 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 March 31, 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 0-15815 Krupp Insured Plus Limited Partnership (Exact name of registrant as specified in its charter) Massachusetts 04-2915281 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Beacon Street, Boston, Massachusetts 02108 (Address of principal executive offices) (Zip Code) (617) 523-0066 (Registrant's telephone number, including area code) 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 (01-04) 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; pre-payments of mortgages; failure of borrowers to pay participation interests due to poor operating results of properties underlying the mortgages; uninsured losses and potential conflicts of interest between the Partnership and its Affiliates, including the General Partners. 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 INSURED PLUS LIMITED PARTNERSHIP BALANCE SHEETS
ASSETS March 31, December 31, 2004 2003 ------------ ------------ Participating Insured Mortgages ("PIMs") (Note 2) $ 12,972,393 $ 13,001,521 Mortgage-Backed Securities ("MBS") (Note 3) 585,604 598,579 ------------ ------------ Total mortgage investments 13,557,997 13,600,100 Cash and cash equivalents 829,619 869,608 Interest receivable and other assets 85,223 85,556 ------------ ------------ Total assets $ 14,472,839 $ 14,555,264 ============ ============ LIABILITIES AND PARTNERS' EQUITY Liabilities $ 37,469 $ 70,194 ------------ ------------ Partners' equity (deficit)(Note 4): Limited Partners (7,500,099 Limited Partner interests outstanding) 14,638,378 14,700,952 General Partners (250,177) (250,667) Accumulated comprehensive income 47,169 34,785 ------------ ------------ Total Partners' equity 14,435,370 14,485,070 ------------ ------------ Total liabilities and Partners' equity $ 14,472,839 $ 14,555,264 ============ ============
The accompanying notes are an integral part of the financial statements. -3- KRUPP INSURED PLUS LIMITED PARTNERSHIP STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the Three Months Ended March 31, ---------------------- 2004 2003 --------- --------- Revenues: Interest income - PIMs Basic interest $ 239,358 $ 241,435 Interest income - MBS 11,834 105,820 Other interest income 2,293 11,709 --------- --------- Total revenues 253,485 358,964 --------- --------- Expenses: Asset management fee to an affiliate 25,214 37,403 Expense reimbursements to affiliates 40,238 32,662 General and administrative 20,580 32,254 --------- --------- Total expenses 86,032 102,319 --------- --------- Net income 167,453 256,645 Other comprehensive income: Net increase (decrease) in unrealized gain on MBS 12,384 (61,492) --------- --------- Total comprehensive income $ 179,837 $ 195,153 ========= ========= Allocation of net income (Note 4): Limited Partners $ 162,429 $ 248,946 ========= ========= Average net income per Limited Partner interest (7,500,099 Limited Partner interests outstanding) $ .02 $ .03 ========= ========= General Partners $ 5,024 $ 7,699 ========= =========
The accompanying notes are an integral part of the financial statements. -4- KRUPP INSURED PLUS LIMITED PARTNERSHIP STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, --------------------------- 2004 2003 ----------- ----------- Operating activities: Net income $ 167,453 $ 256,645 Adjustments to reconcile net income to net cash provided by operating activities: Premium amortization -- 42,475 Changes in assets and liabilities: Decrease in interest receivable and other assets 333 13,625 Decrease in liabilities (32,725) (11,790) ----------- ----------- Net cash provided by operating activities 135,061 300,955 ----------- ----------- Investing activities: Principal collections on MBS 25,359 2,025,573 Principal collections on PIMs 29,128 27,030 ----------- ----------- Net cash provided by investing activities 54,487 2,052,603 ----------- ----------- Financing activity: Quarterly distributions (229,537) (387,667) ----------- ----------- Net increase (decrease) in cash and cash equivalents (39,989) 1,965,891 Cash and cash equivalents, beginning of period 869,608 573,389 ----------- ----------- Cash and cash equivalents, end of period $ 829,619 $ 2,539,280 =========== =========== Non cash activities: Increase (decrease) in unrealized gain on MBS $ 12,384 $ (61,492) =========== ===========
The accompanying notes are an integral part of the financial statements. -5- KRUPP INSURED PLUS LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS 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 the general partners, The Krupp Corporation and The Krupp Company Limited Partnership-IV (collectively the "General Partners"), of Krupp Insured Plus Limited Partnership (the "Partnership"), the disclosures contained in this report are adequate to make the information presented not misleading. See Notes to Financial Statements included in the Partnership's Form 10-K for the year ended December 31, 2003 for additional information relevant to significant accounting policies followed by the Partnership. In the opinion of the General Partners of the Partnership, the accompanying unaudited financial statements reflect all adjustments (consisting of only normal recurring accruals) necessary to present fairly the Partnership's financial position as of March 31, 2004, its results of operations for the three months ended March 31, 2004 and 2003 and its cash flows for the three months ended March 31, 2004 and 2003. The results of operations for the three months ended March 31, 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. PIMs At March 31, 2004, the FHA insured mortgage portion of the Partnership's remaining PIM had a fair value of $12,972,393. Fair value assumes that the FHA insured first mortgage could be sold at a price that MBS with similar interest rates are currently being sold at. Fair value does not include any value for the PIM's participation feature. The PIM matures in 2033 and at March 31, 2004 was not delinquent as to principal or interest. 3. MBS At March 31, 2004, the Partnership's MBS portfolio had an amortized cost of $538,435 and gross unrealized gains of $47,169. The portfolio has maturities ranging from 2007 to 2019. 4. Changes in Partners' Equity A summary of changes in Partners' Equity for the three months ended March 31, 2004 is as follows:
Accumulated Total Limited General Comprehensive Partners' Partners Partners Income Equity ------------ ------------ ------------- ------------ Balance at December 31, 2003 $ 14,700,952 $ (250,667) $ 34,785 $ 14,485,070 Net income 162,429 5,024 -- 167,453 Quarterly distributions (225,003) (4,534) -- (229,537) Change in unrealized gain on MBS -- -- 12,834 12,384 ------------ ------------ ------------ ------------ Balance at March 31, 2004 $ 14,638,378 $ (250,177) $ 47,169 $ 14,435,370 ============ ============ ============ ============
-6- 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 Partnership'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 Partnership'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; pre-payments of mortgages; failure of borrowers to pay participation interests due to poor operating results at properties underlying the mortgages; uninsured losses and potential conflicts of interest between the Partnership and its Affiliates, including the General Partners. Liquidity and Capital Resources At March 31, 2004, the Partnership had liquidity consisting of cash and cash equivalents of approximately $800,000 as well as the cash flow provided by its investments in its remaining PIM and MBS. The Partnership anticipates that these sources will be adequate to provide the Partnership with sufficient liquidity to meet its obligations as well as to provide distributions to its investors. The most significant demand on the Partnership's liquidity is the quarterly distribution paid to investors of approximately $225,000, which represents the current quarterly distribution rate of $0.03 per Limited Partner interest. Funds for the quarterly distributions come from interest income received on the remaining PIM and MBS and cash and cash equivalents, net of operating expenses, and the principal collections received on the remaining PIM and MBS. The portion of distributions attributable to the principal collections and cash reserves reduces the capital resources of the Partnership. As the capital resources decrease, the total cash flows to the Partnership will also decrease and over time will result in periodic adjustments to the distributions paid to investors. The General Partners periodically review the distribution rate to determine whether an adjustment is necessary based on projected future cash flows. In general, the General Partners try to set a distribution rate that provides for level quarterly distributions. To the extent that quarterly distributions do not fully utilize the cash available for distributions and cash balances increase, the General Partners may adjust the distribution rate or distribute such funds through a special distribution. Based on current projections, the General Partners have determined that the Partnership will continue to pay a distribution rate of $0.03 per Limited Partner interest per quarter for the near future. In addition to providing insured monthly principal and basic interest payments from the insured first mortgage portion of the PIM, the Partnership's investment in the remaining PIM also may provide additional income through a participation interest in the underlying property. The Partnership may receive a share in any operating cash flow that exceeds debt service obligations and capital needs or a share in any appreciation in value when the property is sold or refinanced. However, this payment is not insured and is dependent upon whether property operations or its terminal value meet certain criteria. The Partnership's only remaining PIM investment is backed by the first mortgage loan on Vista Montana. Due to the declining economic conditions currently affecting the Phoenix, Arizona sub-market, the occupancy rate at the property is currently 88% which is average for the sub-market. The owner has lowered rents and is offering move-in concessions in an effort to increase occupancy. Presently, the General Partners do not expect Vista Montana to pay the Partnership any participation interest during 2004. The borrower has indicated that they are considering refinancing the property in 2004. There are no contractual obligations remaining that would prevent a prepayment of the underlying first mortgage. In the event that the Vista Montana PIM is paid off, the Partnership would then commence an orderly liquidation of the remaining assets of the Partnership and subsequently pay a liquidation distribution. In the event that the remaining PIM does not payoff as discussed above, the Partnership does have the option to call this PIM by accelerating the maturity. If the call feature is exercised for the whole PIM then the insurance feature of the loan would be canceled. Therefore, the Partnership will determine the merits of exercising the call option as economic conditions warrant. Such factors as the condition of the asset, local market conditions, interest rates and available financing will have an impact on this decision. -7- Critical Accounting Policies The Partnership's critical accounting policies relate primarily to revenue recognition related to the Partnership's remaining PIM investment and the carrying value of the MBS. The Partnership's policies are as follows: The Partnership holds the insured mortgage portion of its Federal Housing Administration PIM (FHA PIM) at amortized cost and does not establish loan loss reserves as this investment is fully insured by the FHA. Basic interest on PIMs is recognized at the stated rate of its Federal Housing Administration insured mortgage (less the servicer's fee). The Partnership recognizes interest related to the participation features when the amount becomes fixed and the transaction that gives rise to such amount is finalized, cash is received and all contingencies are resolved. This could be the sale or refinancing of the underlying real estate, which results in a cash payment to the Partnership or a cash payment made to the Partnership from surplus cash relative to the participation feature. The Partnership accounts for its MBS portfolio in accordance with Financial Accounting Standards Board's Statement 115, "Accounting for Certain Investments in Debt and Equity Securities" ("FAS 115"), under the classification of available-for-sale. The Partnership classifies its MBS portfolio as available-for-sale as a portion of the MBS portfolio may remain after all of the PIMs pay off. It will be necessary to then sell the remaining MBS portfolio at that time in order to close out the Partnership. In addition, other situations such as liquidity needs could arise which would necessitate the sale of a portion of the MBS portfolio. As such, the Partnership carries its MBS at fair market value and reflects any unrealized gains (losses) as a separate component of Partners' equity. The Partnership amortizes purchase premiums or discounts over the life of the underlying mortgages using the effective interest method. Results of Operations Net income of the Partnership decreased for the first quarter of 2004 as compared to the same period in 2003 due primarily to decreases in interest income on MBS, other interest income and an increase in expense reimbursement to affiliates. This is partially offset by decreases in asset management fees and general and administrative expense. Interest income on MBS decreased due to the payoffs of the Mission Terrace Apartments MBS in February of 2003 and the Briar Ridge Apartments MBS in June of 2003. Other interest income decreased primarily due to interest received in the first quarter of 2003 from the Partnership's distribution account. Expense reimbursement to affiliates increased due to an increase in the cost of services associated with the wind-down of the Partnership's activities and anticipated liquidation of the Partnership's assets due to the expected refinancing of the Vista Montana PIM . Asset management fees decreased due to the decline in the Partnership's asset base as a result of principal collections and prepayments. General and administrative expense was greater in the first quarter of 2003 primarily due to additional printing costs relating to the SEC filing and legal costs associated with the Berkshire Income Realty, Inc exchange offer. Off Balance Sheet Arrangements The Partnership 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 Partnership 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 Partnership's most recent completed fiscal year. Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Assessment of Credit Risk The Partnership's investments in its insured mortgage portion of its PIM and its MBS are guaranteed and/or insured by the Government National Mortgage Association ("GNMA"), Fannie Mae, the Federal Home Loan Mortgage Corporation ("FHLMC") or the United States Department of Housing and Urban Development ("HUD") and therefore the certainty of their cash flows and the risk of material loss of the amounts invested depends on the creditworthiness of these entities. Fannie Mae is a federally chartered private corporation that guarantees obligations originated under its programs. FHLMC is a federally chartered corporation that guarantees obligations originated under its programs. 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 -8- 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. At March 31, 2004, the Partnership includes in cash and cash equivalents approximately $600,000 of commercial paper, which is issued by entities with a credit rating equal to one of the top two rating categories of a nationally recognized statistical rating organization. Interest Rate Risk The Partnership's primary market risk exposure is to interest rate risk, which can be defined as the exposure of the Partnership's net income, comprehensive income or financial condition to adverse movements in interest rates. At March 31, 2004, the Partnership's remaining PIM and MBS comprise the majority of the Partnership's assets. Decreases in interest rates may accelerate the prepayment of the Partnership's investments. Increases in interest rates may decrease the proceeds from a sale of the MBS. The Partnership does not utilize any derivatives or other instruments to manage this risk as the Partnership plans to hold its remaining PIM investment to expected maturity. It is expected that substantially all of the MBS will prepay over the same time period, mitigating any potential interest rate risk to the disposition value of any remaining MBS. The Partnership monitors prepayments and considers prepayment trends, as well as distribution requirements of the Partnership, when setting regular distribution policy. For MBS, the fund forecasts prepayments based on trends in similar securities as reported by statistical reporting entities such as Bloomberg. For its remaining PIM, the Partnership incorporates prepayment assumptions into planning as the property notifies the Partnership of the intent to prepay or as it matures. Item 4. CONTROLS AND PROCEDURES (a) Evaluation of Disclosure Controls and Procedures As of March 31, 2004, the Senior Vice President and Chief Accounting Officer of The Krupp Corporation, a general partner of the Partnership, carried out an evaluation of the effectiveness of the design and operation of the Partnership's disclosure controls and procedures. The Senior Vice President and the Chief Accounting Officer concluded that the Partnership's disclosure controls and procedures were effective, as of the date of their evaluation, in timely alerting them to material information relating to the Partnership required to be included in this Quarterly Report on Form 10-Q. (b) Changes in Internal Controls There were no significant changes in the Partnership'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. -9- KRUPP INSURED PLUS LIMITED PARTNERSHIP PART II - OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities, Use of Proceeds, and Issuer Purchases of Equity Securities 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 and Reports on Form 8-K (a) Exhibits (31.1) Senior Vice President Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (31.2) Chief Accounting Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (32.1) Senior Vice President 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. (b) Reports on Form 8-K None -10- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Krupp Insured Plus Limited Partnership (Registrant) BY: /s/ Alan Reese ----------------------------- Alan Reese Vice-President (Chief Accounting Officer) of The Krupp Corporation, a General Partner of the Registrant. DATE: May 5, 2004 -11-