10-Q 1 d60379_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 June 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 0-15815 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; 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 STATEMENT OF NET ASSETS IN LIQUIDATION AT JUNE 30, 2004 AND BALANCE SHEET AT DECEMBER 31, 2003

The accompanying notes are an integral part of the financial statements -3- KRUPP INSURED PLUS LIMITED PARTNERSHIP STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (In Liquidation as of June 30, 2004)

The accompanying notes are an integral part of the financial statements -4- KRUPP INSURED PLUS LIMITED PARTNERSHIP STATEMENTS OF CASH FLOWS (In Liquidation as of June 30, 2004)

The accompanying notes are an integral part of the financial statements -5- KRUPP INSURED PLUS LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS (In Liquidation as of June 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 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. As a result of the payoff of the Vista Montana Apartments PIM on June 10, 2004, the Partnership is in the process of winding up its business, which it expects to complete in the third quarter of 2004 with a Terminating Capital Transaction distribution to the partners. In connection therewith, the Partnership has changed its basis of accounting as of June 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 estimated net realizable value and that estimated costs of liquidating the Partnership be provided to the extent that they are reasonably determinable. The Partnership estimates that the costs to liquidate will be approximately $110,000, which primarily relate to the remaining general and administrative expenses to be incurred through the anticipated liquidation of the Partnership in the third quarter of 2004. 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 June 30, 2004, its results of operations for the three and six months ended June 30, 2004 and 2003 and its cash flows for the six months ended June 30, 2004 and 2003. The results of operations for the three and six months ended June 30, 2004 are not necessarily indicative of the results which may be expected through the anticipated liquidation in the third quarter of 2004. See Management's Discussion and Analysis of Financial Condition and Results of Operations included in this report. 2. PIMs On June 10, 2004, the borrower of the Vista Montana Apartments PIM paid off the Subordinated Promissory Note. On June 10, 2004, the Partnership received $341,243 of Shared Appreciation Interest. On June 16, 2004, the Partnership received $12,952,669 representing the principal proceeds on the insured first mortgage loan. On June 28, 2004, the Partnership paid a special distribution of $1.78 per Limited Partner interest from the proceeds received. 3. MBS On June 23, 2004, the Partnership sold its remaining MBS portfolio for $543,579, including accrued interest of $2,577. The gain realized from the sale was $30,376. At the time of the sale, the MBS portfolio had an amortized cost of $510,626 and a face value of $507,583. After the sale, the Partnership received $4,089 in additional face value from the July pass-through payment. -6- KRUPP INSURED PLUS LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS (In Liquidation as of June 30, 2004) 4. Changes in Partners' Equity A summary of changes in Partners' Equity for the six months ended June 30, 2004 is as follows:

-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 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; uninsured losses and potential conflicts of interest between the Partnership and its Affiliates, including the General Partners. Liquidity and Capital Resources On June 10, 2004, the borrower of the Vista Montana Apartments PIM paid off the Subordinated Promissory Note. On June 10, 2004, the Partnership received $341,243 of Shared Appreciation Interest. On June 16, 2004, the Partnership received $12,952,669 representing the principal proceeds on the insured first mortgage loan. On June 28, 2004, the Partnership paid a special distribution of $1.78 per Limited Partner interest from the proceeds received. On June 23, 2004, the Partnership sold its remaining MBS portfolio for $543,579 including accrued interest of $2,577. The gain realized from the sale was $30,376. As a result of the payoff of the Vista Montana PIM, the Partnership is in the process of winding up its business, which it expects to complete in the third quarter of 2004 with a Terminating Capital Transaction distribution to the partners. In connection therewith, the Partnership has changed its basis of accounting as of June 30, 2004 from the going-concern basis to the liquidation basis of accounting. At June 30, 2004, the Partnership had liquidity consisting of cash and cash equivalents of approximately $1.4 million as well as interest earned on the Partnership's cash and cash equivalents. The Partnership anticipates that these sources will be adequate to provide the Partnership with sufficient liquidity to meet its obligations during its liquidation and complete the Terminating Capital Transaction. The proceeds from the sale of the MBS will be included with other amounts available for distribution from the Terminating Capital Transaction and will be distributed to the Limited Partners during the third quarter of 2004 in a final liquidating distribution. The Partnership is in the process of winding up its business and expects to make a Terminating Capital Transaction distribution, as defined in the Partnership Agreement, to the partners in the third quarter of 2004. Upon the occurrence of a Terminating Capital Transaction, the Partnership Agreement provides that losses from the Terminating Capital Transaction shall be allocated first to the Limited Partners and General Partners to the extent of any then existing positive account balances (or if the amount would be insufficient to reduce those positive capital account balances to zero, then in proportion to any positive account balances). The Advisor has estimated that the loss from the Terminating Capital Transaction will be approximately $175,000. As of December 31, 2003, the General Partners had deficit account balances of approximately $815,000 and the Limited Partners had positive account balances of approximately $16,049,000. Therefore, all estimated losses from the Terminating Capital Transaction will be allocated, for tax purposes, to the Limited Partners to reduce their positive capital accounts. Amounts available for distribution from the Terminating Capital Transaction will be distributed to the Limited Partners. Upon the dissolution and termination of the Partnership, the General Partners will contribute to the Partnership an amount equal to the remaining deficit balance in their capital accounts. The General Partners have estimated that the deficit balance will be approximately $825,000 which, after satisfaction of any other obligations of the Partnership, will also be distributed to the Limited Partners. Critical Accounting Policies The Partnership's critical accounting policy relates to the Partnership's estimates included in its liquidation basis accounting statements. The Partnership's policy is as follows: The Partnership is in the process of winding up its business, which it expects to complete in the third quarter of 2004. In connection therewith, the Partnership has changed its basis of accounting as of June 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 estimated net realizable -8- value and that estimated costs of liquidating the Partnership be provided to the extent that they are reasonably determinable. The Partnership estimates that the costs to liquidate will be approximately $110,000, which primarily relates to the remaining general and administrative expenses to be incurred through the anticipated liquidation of the Partnership in the third quarter of 2004. This amount has been included in the Partnership's liabilities at June 30, 2004. Results of Operations Net income of the Partnership increased for the three months ended June 30, 2004 as compared to the same period ending June 30, 2003 primarily due to an increase in participation income and a decrease in asset management fees. This was partially offset by a decrease in interest income on MBS and the recording of the estimated liquidation costs of the Partnership. Participation income increased due to the collection of Shared Appreciation Interest from the Vista Montana PIM payoff in June of 2004. Asset management fees decreased due to principal collections, prepayments and the sale of the MBS at the end of June 2004. Interest income on MBS decreased due to the payoff of the Briar Ridge Apartments MBS in June of 2003. The recording of estimated liquidation costs is due to the Partnership changing its basis of accounting from the going-concern basis to the liquidation basis. Due to this change, the Partnership recorded an estimate in the second quarter of the remaining general and administrative expenses to be incurred through the anticipated liquidation in the third quarter of 2004. Net income of the Partnership increased for the six months ended June 30, 2004 as compared to the same period ending June 30, 2003 primarily due to an increase in participation income and a decrease in asset management fees. This was partially offset by a decrease in interest income on MBS, an increase in expense reimbursement to affiliates and the recording of the estimated liquidation costs of the Partnership. Participation income increased due to the collection of Shared Appreciation Interest from the Vista Montana PIM payoff in June of 2004. Asset management fees decreased due to principal collections, prepayments and the sale of the MBS at the end of June 2004. Interest income on MBS decreased primarily due to the payoff of the Briar Ridge Apartments MBS in June of 2003. Expense reimbursement to affiliates increased due to an increase in the costs of services associated with the wind-down of the Partnership's activities and anticipated liquidation of the Partnership's assets. The recording of estimated liquidation costs is due to the Partnership changing its basis of accounting from the going-concern basis to the liquidation basis. Due to this change, the Partnership recorded an estimate in the second quarter of the remaining general and administrative expenses to be incurred through the anticipated liquidation in the third quarter of 2004. 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 remaining investments in MBS are guaranteed and/or insured by the Federal Home Loan Mortgage Corporation ("FHLMC") 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. 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, FHLMC is one of the largest corporations in the United States, and has significant experience in mortgage securitizations. In addition, its MBS carry the highest credit rating given to financial instruments. At June 30, 2004, the Partnership includes in cash and cash equivalents approximately $1.2 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. -9- Item 4. CONTROLS AND PROCEDURES (a) Evaluation of Disclosure Controls and Procedures As of June 30, 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. -10- 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 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) 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 -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 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: August 11, 2004 -12-

KRUPP INSURED PLUS LTD PARTNERSHIP 10-Q