UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM 10-QSB (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, 2005 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 000-16757 --------------- CONCORD MILESTONE PLUS, L.P. ---------------------------- (Exact Name of Small Business Issuer as Specified in its Charter) Delaware 52-1494615 - ------------------------------- ------------------------------------ (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 200 CONGRESS PARK DRIVE SUITE 103 DELRAY BEACH, FLORIDA 33445 - ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) (561) 394-9260 ------------------------- Issuer's Telephone Number Check whether the issuer (1) has filed all reports to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months, 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 a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X --- --- As of November 16, 2005, 1,518,800 Class A interests and 2,111,072 Class B interests were outstanding. Transitional small business disclosure format. Yes No X --- --- PART I - FINANCIAL INFORMATION - ------------------------------ ITEM 1. FINANCIAL STATEMENTS - ----------------------------- CONCORD MILESTONE PLUS, L.P. (A LIMITED PARTNERSHIP) BALANCE SHEETS SEPTEMBER 30, 2005 (UNAUDITED) AND DECEMBER 31, 2004 Assets: September 30, 2005 December 31,2004 ------------------ ---------------- Property, at cost Building and improvements $17,098,043 $16,880,689 Less: accumulated depreciation 10,367,309 9,826,826 ---------- ---------- Building and improvements, net 6,730,734 7,053,863 Land 10,987,034 10,987,034 ---------- ---------- Total property 17,717,768 18,040,897 Cash and cash equivalents 1,542,174 1,468,442 Accounts receivable 150,185 140,192 Restricted cash 165,418 93,904 Debt financing costs, net 62,668 86,168 Prepaid expenses and other assets, net 60,335 43,924 ---------- ----------- Total assets $19,698,548 $19,873,527 ========== ========== Liabilities: Mortgage loans payable $14,919,390 $15,143,369 Accrued interest 101,529 106,487 Deposits 117,253 121,714 Accrued expenses and other liabilities 229,595 187,953 Accrued expenses payable to affiliates 6,477 - ---------- ---------- Total liabilities 15,374,244 15,559,523 ---------- ---------- Commitments and Contingencies Partners' capital: General partner (79,321) (79,425) Limited partners: Class A Interests, 1,518,800 4,403,625 4,393,429 Class B Interests, 2,111,072 - - ----------- ----------- Total partners' capital 4,324,304 4,314,004 ----------- ----------- Total liabilities and partners' capital $19,698,548 $19,873,527 ========== ========== See Accompanying Notes to Financial Statements 2 CONCORD MILESTONE PLUS, L.P. (A LIMITED PARTNERSHIP) STATEMENTS OF REVENUES AND EXPENSES (UNAUDITED) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 September 30, 2005 September 30, 2004 ------------------ ------------------ Revenues: Rent $2,150,697 $2,158,839 Reimbursed expenses 614,075 465,912 Interest and other income 32,710 25,811 --------- --------- Total revenues 2,797,482 2,650,562 --------- --------- Expenses: Interest expense 930,021 954,447 Depreciation and amortization 570,148 568,276 Management and property expenses 844,325 774,123 Administrative and management fees to related party 176,461 166,713 Professional fees and other expenses 117,789 71,217 --------- --------- Total expenses 2,638,744 2,534,776 --------- --------- Net income $158,738 $115,786 ======== ======== Net income attributable to: Limited partners $157,150 $114,628 General partner 1,588 1,158 -------- -------- Net income $158,738 $115,786 ======== ======== Income per weighted average Limited Partnership 100 Class A Interests outstanding $10.45 $7.62 ======== ======== Distribution per Limited Partnership 100 Class A interests outstanding $9.77 $ - ======== ======== Weighted average number of 100 Class A interests outstanding 15,188 15,188 ======== ======== See Accompanying Notes to Financial Statements 3 CONCORD MILESTONE PLUS, L.P. (A LIMITED PARTNERSHIP) STATEMENTS OF REVENUES AND EXPENSES (UNAUDITED) FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 September 30, 2005 September 30, 2004 ------------------ ------------------ Revenues: Rent $739,143 $724,743 Reimbursed expenses 179,206 148,721 Interest and other income 14,501 4,639 -------- --------- Total revenues 932,850 878,103 -------- --------- Expenses: Interest expense 311,854 319,183 Depreciation and amortization 190,806 191,620 Management and property expenses 261,620 267,678 Administrative and management fees to related party 59,680 53,475 Professional fees and other expenses 55,759 13,406 -------- --------- Total expenses 879,719 845,362 -------- --------- Net income $ 53,131 $32,741 ======== ======= Net income attributable to: Limited partners $52,599 $32,413 General partner 532 328 -------- --------- Net income $53,131 $32,741 ======== ======= Income per weighted average Limited Partnership 100 Class A Interests outstanding $3.50 $2.16 ======== ======= Distribution per Limited Partnership 100 Class A interests outstanding $3.26 $ - ======== ======= Weighted average number of 100 Class A interests outstanding 15,188 15,188 ======== ======= See Accompanying Notes to Financial Statements 4 CONCORD MILESTONE PLUS, L.P. (A LIMITED PARTNERSHIP) STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (UNAUDITED) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 General Class A Class B Partner Interests Interests Total --------- --------- ---------- -------- PARTNERS' CAPITAL (DEFICIT) January 1, 2005 $4,314,004 $(79,425) $4,393,429 $ - 1st Quarter 2005 Distribution (49,425) (494) (48,931) - 2nd Quarter 2005 Distribution (49,513) (495) (49,018) - 3rd Quarter 2005 Distribution (49,500) (495) (49,005) - Net Income 158,738 1,588 157,150 - -------- -------- --------- -------- PARTNERS' CAPITAL (DEFICIT) September 30, 2005 $4,324,304 $ (79,321) $4,403,625 $ - ========== ========== ========== ======== See Accompanying Notes to Financial Statements 5 CONCORD MILESTONE PLUS, L.P. (A LIMITED PARTNERSHIP) STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 September 30, 2005 September 30, 2004 ------------------ ------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $158,738 $115,786 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 570,148 568,276 Change in operating assets and liabilities: (Increase )decrease in accounts receivable (9,993) 30,289 Increase in prepaid expenses and other assets, net (22,576) (19,586) Decrease in accrued interest (4,958) (1,754) Increase (decrease) in accrued expenses and other liabilities 37,181 (11,594) Increase in accrued expenses payable to affiliates 6,477 4,815 --------- --------- Net cash provided by operating activities 735,017 686,232 --------- --------- CASH FLOWS FROM INVESTING ACTIVITY: Property improvements (217,354) (94,019) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: (Increase) decrease in restricted cash (71,514) 55,387 Principal repayments on mortgage loans payable (223,979) (202,756) Cash distributions to partners (148,438) - --------- --------- Net cash used in financing activities (443,931) (147,369) --------- --------- NET INCREASE IN CASH AND CASH EQUIVALENTS 73,732 444,844 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,468,442 907,136 ---------- --------- CASH AND CASH EQUIVALENTS, END OF PERIOD $1,542,174 $1,351,980 ========= ========= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for interest $934,979 $956,201 ======= ======= See Accompanying Notes to Financial Statements 6 CONCORD MILESTONE PLUS, L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS (UNAUDITED) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-QSB and Item 310 of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of these quarterly periods have been included. The financial statements as of and for the periods ended September 30, 2005 and 2004 are unaudited. The results of operations for the interim periods shown in this report are not necessarily indicative of the results of operations that may be expected for any other interim period or for the full fiscal year. These interim financial statements should be read in conjunction with the annual financial statements and footnotes included in the Partnership's financial statements filed on Form 10-KSB for the year ended December 31, 2004. SUBSEQUENT EVENT - ---------------- The General Partner has resolved to make a cash distribution equal to $0.0326 per Class A Interest to be paid to the holders of Class A Interests as of September 30, 2005 in November, 2005. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS - --------------------------------------------- GENERAL - ------- This Form 10-QSB and the documents incorporated herein by reference, if any, contain forward-looking statements that have been made within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are based on current expectations, estimates and projections about the Partnership's (as defined below) industry, management beliefs, and certain assumptions made by the Partnership's management and involve known and unknown risks, uncertainties and other factors. Such factors include the following: general economic and business conditions, which will, among other things, affect the demand for retail space or retail goods, availability and creditworthiness of prospective tenants, lease rents and the terms and availability of financing; risks of real estate development and acquisition; governmental actions and initiatives; and environmental and safety requirements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any such forward-looking statements. Forward-looking statements that were true at the time made may ultimately prove to be incorrect or false. Readers are cautioned to not place undue reliance on forward-looking statements, which reflect our management's view only as of the date of this report. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results. ORGANIZATION AND CAPITALIZATION - ------------------------------- Concord Milestone Plus, L.P., a Delaware limited partnership (the "Partnership"), was formed on December 12, 1986, for the purpose of investing in existing income-producing commercial and industrial real estate. The general partner is CM Plus Corporation. The Partnership began operations on August 20, 1987, and currently owns and operates three shopping centers located in Searcy, Arkansas; Valencia, California; and Green Valley, Arizona. The Partnership commenced a public offering on April 8, 1987 in order to fund the Partnership's real property 7 acquisitions. The Partnership terminated its public offering on April 2, 1988 and was fully subscribed to with a total of 16,452 Bond Units and 15,188 Equity Units issued. Each Bond Unit consisted of $1,000 principal amount of Bonds and 36 Class B Interests. The Partnership redeemed all of the outstanding Bonds as of September 30, 1997 with the proceeds of three fixed rate mortgage loans. Each Equity Unit consists of 100 Class A Interests and 100 Class B Interests. Capital contributions to the Partnership consisted of $15,187,840 from the sale of the Equity Units and $592,272 which represent the Class B Interests from the sale of the Bond Units. RESULTS OF OPERATIONS - --------------------- COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 2005 TO THREE MONTHS ENDED - ------------------------------------------------------------------------- SEPTEMBER 30,2004 - ----------------- The Partnership recognized a net income of $53,131 for the three months ended September 30, 2005 as compared to a net income of $32,741 for the same period in 2004. The increase is primarily due to the following factors: An increase in revenue of $54,747 or 6.23 %, to $932,850 for the three months ended September 30, 2005 as compared to $878,103 for the three months ended September 30, 2004. The net increases is primarily due to increase in reimbursed expenses of $30,485 and base rent of $14,400 due to the increases in common area maintenance reimbursed expenses and base rent at the Green Valley and Valencia properties. An increase in expenses of $34,357 or 4.06%, to $879,719 for the three months ended September 30, 2005 as compared to $845,362 for the three months ended September 30, 2004. The increases is primarily due to increase in professional fees and other expenses of $42,353 due to increases in legal and filing fees. COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 2005 TO NINE MONTHS ENDED - ----------------------------------------------------------------------- SEPTEMBER 30, 2004 - ------------------ The Partnership recognized a net income of $158,738 for the nine months ended September 30, 2005 as compared to a net income of $115,786 for the same period in 2004. The increase is primarily due to the following factors: An increase in revenue of $146,920 or 5.54%, to $2,797,482 for the nine months ended September 30, 2005 as compared to $2,650,562 for the nine months ended September 30, 2004. The net increase is due to an increase of $148,163 in common area reimbursed expenses at the Valencia Property of which $75,000 is for the tenants' reimbursement of a major parking lot repair that was completed in the first quarter of 2005 and the remaining increase is for reimbursement of higher expenses incurred in 2004. Such expenses were billed out to tenants and revenue was recognized in 2005. An increase in expenses of $103,968 or 4.10%, to $2,638,744 for the nine months ended September 30, 2005 as compared to $2,534,776 for the nine months ended September 30, 2004. The net increase is primarily due to a) an increase in management and property expenses of $70,202 due to a major parking lot repair expense of $108,188 at the Valencia Property, offset by a decrease of $31,068 in leasing costs at all properties associated with new leases entered into 2004 and b) an increase in professional fees and other expenses of $46,572 due to an increase in legal and filing fees. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- The General Partner believes that the Partnership's expected revenue and working capital is sufficient to meet the Partnership's current and reasonable future operating requirements for the next 12 months. Nevertheless, because the cash revenues and expenses of the Partnership will depend on future facts and circumstances relating to the Partnership's properties, as well as market and other conditions beyond the control of the Partnership, a possibility exists that cash flow deficiencies may occur. Albertson's, the principal anchor tenant at the Valencia Property, vacated its space at the Valencia Property in July, 2005. Their lease is scheduled to expire in June 2006. Pursuant to its lease, Albertson's is obligated to continue to pay its monthly rent and honor the terms of the lease agreement until its expiration date. The Partnership is currently in negotiations with another food market to lease the vacated space, but there is no assurance that such negotiations will be successful. Many of the tenants at the Valencia Property have short term leases. It is not possible to determine the long-term effects of the vacancy of the Albertson's space or of the occupancy of such space by a new anchor tenant, once a new one is obtained. In the short term, however, the vacancy of the Albertson's space could have a material adverse effect 8 on the results of operations at the Valencia Property by impairing the Partnership's ability to retain other tenants or to renew their leases on favorable terms, by reducing the traffic at the Valencia Property and negatively affecting percentage rents. In addition, the Partnership will incur expenses in leasing the Albertson's space to a new tenant and cannot predict how soon such space will be leased and the terms of such new lease. The Partnership has made distributions to its partners in the past. Distributions were suspended after the second quarter of 1999 and resumed in the first quarter of 2005. The first quarter distribution of $49,425 was paid during January 2005. A second quarter distribution of $49,513 was paid during May 2005. The third quarter distribution of $49,500 was paid during August 2005. The fourth quarter distribution of $49,500 will be paid in November 2005. The Partnership will evaluate the amount of future distributions, if any, on a quarter by quarter basis. No assurances can be given as to the timing or amount of any future distributions by the Partnership. Management is not aware of any other significant trends, events, commitments for capital expenditures or uncertainties that will or are likely to materially impact the Partnership's liquidity. The cash on hand at September 30, 2005 may be used to fund (a) the capital requirements of the Partnership's properties, (b) distributions, (c) the costs of finding a new tenant for and leasing vacant spaces, including the vacant Albertson's space at the Valencia property and remaining vacant space at the Green Valley property, and (d) for other general Partnership purposes, including the Partnership's compliance with Section 404 of the Sarbanes-Oxley Act of 2002. Net cash provided by operating activities of $735,017 for the nine months ended September 30, 2005 included (i) net income of $158,738, (ii) non-cash adjustments of $570,148 for depreciation and amortization expense and (iii) a net change in operating assets and liabilities of $6,131. Net cash provided by operating activities of $686,232 for the nine months ended September 30, 2004 included (i) net income of $115,786, (ii) non cash adjustments of $568,276 for depreciation and amortization expense and (iii) a net change in operating assets and liabilities of $2,170. Net cash used in investing activities of $217,354 for the nine months ended September 30, 2005 was for capital expenditures for property improvements. Net cash used in investing activities of $94,019 for the nine months ended September 30, 2004 was for capital expenditures for property improvements. Net cash used in financing activities of $443,931 for the nine months ended September 30, 2005 included (i) principal repayments on mortgage loans payable of $223,979, (ii) an increase in restricted cash of $71,514 and (iii) cash distributions to partners of $148,438. Net cash used in financing activities of $147,369 for the nine months ended September 30, 2004 included (i) principal repayments on mortgage loans payable of $202,756 and (ii) an increase in restricted cash of $55,387. OFF-BALANCE SHEET ARRANGEMENTS ------------------------------ The Partnership has no off-balance sheet arrangements as contemplated by Item 303(c) of Rule S-B. ITEM 3. CONTROLS AND PROCEDURES. - --------------------------------- The President and Treasurer of CM Plus Corporation, the general partner of the Partnership, are the principal executive officer and principal financial officer of the Partnership and have evaluated, in accordance with Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934, as amended (the "Act"), the effectiveness of the Partnership's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-(e) of the Act) as of the end of the period covered by this report. Based on that evaluation, the President and the Treasurer of CM Plus Corporation have concluded that as of the end of the period covered by this report the Partnership's disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Partnership and its subsidiaries in 9 the reports it files or submits under the Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. There were no changes in the Partnership's internal control over financial reporting identified in connection with the required evaluation performed by the President and Treasurer of CM Plus Corporation that occurred during the Partnership's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Partnership's internal control over financial reporting. PART II - OTHER INFORMATION - --------------------------- ITEM 5. OTHER INFORMATION - -------------------------- On October 13, 2005, Sutter Opportunity Fund 3, LLC, Sutter Opportunity Fund 3 Tax Exempt, LLC, MPF-NY 2005, LLC, MPF Dewaay Premier Fund 2, LLC, MPF Flagship Fund 10, LLC, MP Value Fund 8, LLC, MP Falcon Fund, LLC, MPF Blue Ridge Fund I, LLC, MPF Blue Ridge Fund II, LLC, MacKenzie Patterson Special Fund 7, LLC, MacKenzie Patterson Special Fund 6, LLC, MPF Dewaay Fund 3, LLC, MPF Dewaay Fund 4, LLC, MPF Dewaay Premier Fund, LLC, MP Income Fund 16, LLC, MPF Income Fund 21, LLC, MPF Income Fund 22, LLC, MPF Income Fund 23, LLC, MPF Flagship Fund 9, LLC, MPF Flagship Fund 11, LLC, MP Value Fund 7, LLC, MP Value Fund 5, LLC, MP Falcon Growth Fund 2, LLC, and MacKenzie Patterson Fuller, Inc. (collectively, the "Purchasers") disclosed in a Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the "SEC") on October 13, 2005 an offer (the "Tender Offer") to purchase any and/or all of the outstanding units of interests in the Partnership, each unit consisting of one Class A Interest and one Class B Interest (each, a "Unit"), for a purchase price of $4.00 per Unit, subject to reduction for certain distributions. The deadline to accept the Tender Offer was November 12, 2005, unless extended by the Purchasers. The Partnership has decided to remain neutral as to the Tender Offer and filed a Schedule 14D-9 with the SEC on November 9, 2005. Among other things, the Partnership pointed out the restrictions on transfers in its partnership agreement that are intended to prevent a termination of the Partnership for federal income tax purposes. These restrictions would limit the number of Units that the Purchasers may acquire in the Tender Offer. The Schedule TO filed with the SEC by the Purchasers and the Schedule 14D-9 filed with the SEC by the Partnership are available on the SEC's website at www.sec.gov. As reported in the Partnership's last 10-QSB, earlier this year several of the Purchasers conducted a tender offer to purchase Units at a price of $2.50 per Unit. ITEM 6. EXHIBITS - ----------------- Number Description of Document ------ ----------------------- 3.1 Amended and Restated Agreement of Limited Partnership of Concord Milestone Plus, L.P. Incorporated herein by reference to Exhibit A to the Registrant's Prospectus included as Part I of the Registrant's Post-Effective Amendment No. 3 to the Registrant's Registration Statement on Form S-11 (the "Registration Statement") which was declared effective on April 3, 1987. 3.2 Amendment No. 1 to Amended and Restated Agreement of Limited Partnership of Concord Milestone Plus, L.P., included as Exhibit 3.2 to Registrant's Form 10-K for the fiscal year ended December 31, 1987 ("1987 Form 10-K"), which is incorporated herein by reference. 3.3 Amendment No. 2 to Amended and Restated Agreement of Limited Partnership of Concord Milestone Plus, L.P. included as Exhibit 3.3 to the 1987 form 10-K, which is incorporated herein by reference. 3.4 Amendment No. 3 to Amended and Restated Agreement of Limited Partnership of Concord Milestone Plus, L.P. included as Exhibit 3.4 to the 1987 Form 10-K, which is incorporated herein by reference. 10 3.5 Amendment No. 4 to Amended and Restated Agreement of Limited Partnership of Concord Milestone Plus, L.P. included as Exhibit 3.5 to the 1987 Form 10-K, which is incorporated herein by reference. 3.6 Amendment No. 5 to Amended and Restated Agreement of Limited Partnership of Concord Milestone Plus, L.P. included as Exhibit 3.6 to Registrant's Form 10-K for the fiscal year ended December 31, 1988, which is incorporated herein by reference. 10.19 Administrative Services Agreement dated March 1, 2005, is made by and between CM Plus Corporation, a Delaware Corporation ("CM Plus") and Milestone Properties, Inc., a Delaware Corporation ("Milestone"). 31.1 Certification of the principal executive officer, pursuant to Rules 13a-14(a) or 15(d)-14(a) of the Securities Exchange Act of 1934, as amended. 31.2 Certification of the principal financial officer, pursuant to Rules 13a-14(a) or 15(d)-14(a) of the Securities Exchange Act of 1934, as amended. 32.1 Certifications of the principal executive officer, pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certifications of the principal financial officer, pursuant to 18 U.S.C. 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. DATE: November 16, 2005 CONCORD MILESTONE PLUS, L.P. -------------------- ---------------------------- (Registrant) BY: CM PLUS CORPORATION ------------------------------ General Partner By: /S/ Leonard Mandor ------------------------------ Leonard Mandor President 12
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10QSB Filing
Concord Milestone Plus L P Inactive 10QSB2005 Q3 Quarterly report (small business)
Filed: 17 Nov 05, 12:00am