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, 1999 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 0-17691 Krupp Insured Plus-III Limited Partnership Massachusetts 04-3007489 (State or other jurisdiction of (IRS 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) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No PART I. FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Actual results could differ materially from those projected in the forward-looking statements as a result of a number of factors, including those identified herein. KRUPP INSURED PLUS-III LIMITED PARTNERSHIP BALANCE SHEETS ASSETS March 31, December 31, 1999 1998 Participating Insured Mortgages ("PIMs")(Note 2) $ 59,362,179 $ 70,497,441 Mortgage-Backed Securities and insured mortgages ("MBS")(Note 3) 14,931,243 15,598,230 Total mortgage investments 74,293,422 86,095,671 Cash and cash equivalents 6,548,451 6,845,229 Interest receivable and other assets 505,038 588,019 Prepaid acquisition fees and expenses, net of accumulated amortization of $3,666,507 and $4,339,027, respectively 1,116,815 1,300,234 Prepaid participation servicing fees, net of accumulated amortization of $1,094,465 and $1,317,338, respectively 410,742 471,528 Total assets $ 82,874,468 $ 95,300,681 LIABILITIES AND PARTNERS' EQUITY Liabilities $ 304,556 $ 161,439 Partners' equity (deficit) (Note 4): Limited Partners (12,770,261 Limited Partner interests outstanding) 82,439,694 94,969,742 General Partners (178,207) (157,989) Accumulated comprehensive income 308,425 327,489 Total Partners' equity 82,569,912 95,139,242 Total liabilities and Partners' equity $ 82,874,468 $ 95,300,681 The accompanying notes are an integral part of the financial statements. KRUPP INSURED PLUS-III LIMITED PARTNERSHIP STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the Three Months Ended March 31, 1999 1998 Revenues: Interest income - PIMs: Basic interest $ 1,156,883 $ 1,708,460 Participation income - 455,505 Interest income - MBS 288,604 549,735 Interest income - other 126,926 204,486 Total revenues 1,572,413 2,918,186 Expenses: Asset management fee to an affiliate 137,312 215,874 Expense reimbursements to affiliates 5,009 33,939 Amortization of prepaid fees and expenses 244,205 813,751 General and administrative 16,786 44,146 Total expenses 403,312 1,107,710 Net income 1,169,101 1,810,476 Comprehensive income: Net change in unrealized gain on MBS (19,064) (25,046) Total comprehensive income $ 1,150,037 $ 1,785,430 Allocation of net income (Note 4): Limited Partners $ 1,134,028 $ 1,756,162 Average net income per Limited Partner interest (12,770,261 Limited Partner interests outstanding) $ .09 $ .14 General Partners $ 35,073 $ 54,314 The accompanying notes are an integral part of the financial statements. KRUPP INSURED PLUS-III LIMITED PARTNERSHIP STATEMENTS OF CASH FLOWS For the Three Months Ended March 31, 1999 1998 Operating activities: Net income $1,169,101 $1,810,476 Adjustments to reconcile net income to net cash provided by operating activities: Amortization of prepaid fees and expenses 244,205 813,751 Prepayment penalty income - (304,242) Changes in assets and liabilities: Decrease in interest receivable and other assets 82,981 177,284 Increase (decrease) in liabilities 143,117 (145,819) Net cash provided by operating activities 1,639,404 2,351,450 Investing activities: Principal collections on PIMs including prepayment penalty income of $304,242 in 1998 11,135,262 17,415,151 Principal collections on MBS 647,923 593,260 Net cash provided by investing activities 11,783,185 18,008,411 Financing activities: Quarterly distributions (2,481,622) (3,941,380) Special distributions (11,237,745) (42,269,234) Net cash used for financing activities (13,719,367) (46,210,614) Net decrease in cash and cash equivalents (296,778) (25,850,753) Cash and cash equivalents, beginning of period 6,845,229 35,473,221 Cash and cash equivalents, end of period $6,548,451 $9,622,468 The accompanying notes are an integral part of the financial statements. KRUPP INSURED PLUS-III LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS 1. Accounting Policies Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in this report on Form 10-Q pursuant to the Rules and Regulations of the Securities and Exchange Commission. However, in the opinion of the general partners, Krupp Plus Corporation and Mortgage Services Partners Limited Partnership, (collectively the "General Partners") of Krupp Insured Plus-III 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, 1998 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, 1999 and its results of operations and cash flows for the three months ended March 31, 1999 and 1998. The results of operations for the three months ended March 31, 1999 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 In January 1999, the Partnership received a prepayment of the Windsor Court Apartments PIM in the amount of $10,876,051 representing the outstanding principal balance. In addition to the prepayment, the Partnership received $243,620 of Shared Appreciation Interest and prepayment penalties and $196,828 of Minimum Additional Interest and Shared Income Interest during December 1998. The partnership distributed the capital transaction proceeds from this prepayment to the Limited Partners through a special distribution on February 26, 1999 in the amount of $.88 per limited partner interest. At March 31, 1999, the Partnership's PIM portfolio has a fair market value of approximately $61,456,000 and gross unrealized gains of $2,094,000. The PIM portfolio has maturities ranging from 2000 to 2032. 3. MBS At March 31, 1999, the Partnership's MBS portfolio has an amortized cost of $14,622,818 and gross unrealized gains of $308,425. The Partnership's MBS have maturities ranging from 2016 to 2035. KRUPP INSURED PLUS-III LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS, Continued 4. Changes in Partners' Equity A summary of changes in Partners' Equity for the three months ended March 31, 1999 is as follows: Accumulated Total Limited General Comprehensive Partners' Partners Partners Income Equity Balance at December 31, 1998 $94,969,742 $(157,989) $ 327,489 $95,139,242 Net income 1,134,028 35,073 - 1,169,101 Special distributions (11,237,745) - - (11,237,745) Quarterly distributions (2,426,331) (55,291) - (2,481,622) Change in unrealized gain on MBS - - (19,064) (19,064) Balance at March 31, 1999 $82,439,694 $(178,207) $ 308,425 $82,569,912 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements including those concerning Management's expectations regarding the future financial performance and future events. These forward-looking statements involve significant risk and uncertainties, including those described herein. Actual results may differ materially from those anticipated by such forward-looking statements. The General Partners of the Partnership have conducted an assessment of the Partnership's core internal and external computer information systems and have taken the further necessary steps to understand the nature and extent of the work required to make its systems Year 2000 ready in those situations in which it is required to do so. The Year 2000 readiness issue concerns the inability of computerized information systems to accurately calculate, store or use a date after 1999. This could result in a system failure or miscalculations causing disruptions of operations. The Year 2000 issue affects virtually all companies and all organizations. In this regard, the General Partners of the Partnership, along with certain affiliates, began a computer systems project in 1997 to significantly upgrade its existing hardware and software. The General Partners completed the testing and conversion of the financial accounting operating systems in February 1998. As a result, the General Partners have generated operating efficiencies and believe their financial accounting operating systems are Year 2000 ready. The General Partners of the Partnership incurred hardware costs as well as consulting and other expenses related to the infrastructure and facilities enhancements necessary to complete the upgrade and prepare for the Year 2000. There are no other significant internal systems or software that the Partnership is using at the present time. The General Partners of the Partnership are in the process of evaluating the potential adverse impact that could result from the failure of material third-party service providers (including but not limited to its banks and telecommunications providers) and significant vendors to be Year 2000 ready. The General Partners of the Partnership are in the process of surveying these third party providers and assessing their readiness with year 2000. To date, the Partnership is not aware of any problems that would materially impact its results of operations, liquidity or capital resources. However, the Partnership has not yet obtained all written assurances that these providers would be Year 2000 ready. The Partnership currently does not have a contingency plan in the event of a particular provider or system not being Year 2000 ready. Such plan will be developed if it becomes clear that a provider is not going to achieve its scheduled readiness objectives by June 30, 1999. The inability of one of these providers to complete its Year 2000 resolution process could impact the Partnership. In addition, the Partnership is also subject to external forces that might generally affect industry and commerce, such as utility and transportation company Year 2000 readiness failures and related service interruptions. To date, the Partnership has not incurred any cost associated with being Year 2000 ready. All costs have been incurred by the General Partners, and it is estimated that any future Year 2000 readiness costs will be borne by the General Partners. No estimate can be made at this time as to the impact of the readiness of such third parties. Liquidity and Capital Resources The most significant demands on the Partnership's liquidity are quarterly distributions paid to investors of approximately $2.4 million. Funds used for investor distributions come from interest received on the PIMs, MBS, cash and cash equivalents net of operating expenses, and certain principal collections received on the PIMs and MBS. The Partnership funds a portion of the quarterly distributions from principal collections causing the capital resources of the Partnership to continually decrease. As the capital resources decrease, the total cash inflows to the Partnership will also decrease which will result in periodic adjustments to the quarterly distributions paid to investors. The General Partners periodically review the distribution rate to determine whether an adjustment to the distribution rate 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 of cash available for distribution. To the extent quarterly distributions differ from the cash available for distribution the General Partners may adjust the distribution rate or distribute funds through a special distribution. In February 1999, the Partnership paid out $.88 per Limited Partner interest, which represented the principal proceeds and prepayment penalty from the Windsor Court Apartments PIMs. The General Partners estimate that the Partnership can maintain the quarterly distribution rate of $.19 per limited partner interest for the near future. However, in the event of further PIM prepayments the Partnership would be required to distribute any proceeds from the prepayments as a special distribution which may cause an adjustment to the distribution rate to reflect the anticipated future cash inflows from the remaining mortgage investments. The Partnership has the option to call certain PIMs by accelerating their maturity if the loans are not prepaid by the tenth year after permanent funding. The Partnership will determine the merits of exercising the call option for each PIM 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. Assessment of Credit Risk The Partnership's investments in mortgages are guaranteed or insured by Fannie Mae, the Federal Home Loan Mortgage Corporation (AFHLMC@), the Government National Mortgage Association (AGNMA@) and the Department of Housing and Urban Development (AHUD@) 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 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. Government. The Partnership includes in cash and cash equivalents approximately $6.0 million 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. Operations The following discussion relates to the operations of the Partnership during the three months ended March 31, 1999 and 1998: Net income decreased by $641,000 during the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. This decrease was primarily due to a $552,000 decrease in basic interest on PIMs, a $456,000 decrease in participation income on PIMs and a $261,000 decrease in MBS interest income net of a $570,000 decrease in amortization of prepaid fees and expenses. Basic interest on PIMs decreased due to the prepayment of Windsor Court in January 1999 and the prepayment of Sundance, Meredith Square, Fourth Ward Square, Rosewood, Woodbine, and Ironwood during 1998. Participation income on PIMs decreased as the Partnership did not receive any participation income during the first quarter of 1999 but received $456,000 from the payoff of Rosewood in January 1998. MBS interest income decreased due to the payoff of the Brookside multi-family MBS in 1998 along with the on-going receipt of prepayments on the Partnership's single-family MBS. Amortization of prepaid fees and expenses decreased as the Partnership had fully amortized the prepaid fees and expenses related to Fourth Ward Square, Meredith Square and Rosewood during the first quarter of 1998 which increased that period's expense. The Partnership funds a portion of its distributions with MBS and PIM principal collections, which reduces the invested assets generating income for the Partnership. As the invested assets decline so will interest income on MBS, base interest income on PIMs and other interest income. KRUPP INSURED PLUS-III LIMITED PARTNERSHIP PART II - OTHER INFORMATION Item 1. Legal Proceedings Response: None Item 2. Changes in Securities Response: None Item 3. Defaults upon Senior Securities Response: None Item 4. Submission of Matters to a Vote Security Holders Response: None Item 5. Other information Response: None Item 6. Exhibits and Reports on Form 8-K Response: None SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Krupp Insured Plus-III Limited Partnership (Registrant) BY: /s/Robert A. Barrows Robert A. Barrows Treasurer and Chief Accounting Officer of Krupp Plus Corporation, a General Partner. DATE: April 23, 1999