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: March 31, 2006 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 205 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 May 1, 2006, 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 MARCH 31, 2006 (UNAUDITED) AND DECEMBER 31, 2005 Assets: March 31, 2006 December 31,2005 -------------- ---------------- Property: Building and improvements, at cost $17,123,777 $17,111,777 Less: accumulated depreciation 10,724,714 10,544,901 ------------ ------------ Building and improvements, net 6,399,063 6,566,876 Land, at cost 10,987,034 10,987,034 ------------ ------------ Property, net 17,386,097 17,553,910 Cash and cash equivalents 1,882,938 1,707,023 Accounts receivable, net 187,938 168,632 Restricted cash 161,067 88,797 Debt financing costs, net 47,001 54,834 Prepaid expenses and other assets, net 31,271 49,688 ------------ ------------ Total assets $19,696,312 $19,622,884 ============ ============ Liabilities: Mortgage loans payable $14,756,680 $14,840,503 Accrued interest 103,770 104,359 Deposits 154,715 152,859 Accrued expenses and other liabilities 304,593 245,324 Accrued expenses payable to affiliates 3,925 2,712 ------------ ------------ Total liabilities 15,323,683 15,345,757 ------------ ------------ Commitments and Contingencies Partners' capital: General partner (78,838) (79,793) Limited partners: Class A Interests, 1,518,800 4,451,467 4,356,920 Class B Interests, 2,111,072 - - ------------ ------------ Total partners' capital 4,372,629 4,277,127 ------------ ------------ Total liabilities and partners' capital $19,696,312 $19,622,884 ============ ============ See Accompanying Notes to Financial Statements 2 CONCORD MILESTONE PLUS, L.P. (A LIMITED PARTNERSHIP) STATEMENTS OF REVENUES AND EXPENSES (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005 March 31, March 31, 2006 2005 --------- --------- Revenues: Rent $758,318 $708,490 Reimbursed expenses 170,415 264,083 Interest and other income 17,137 7,602 -------- -------- Total revenues 945,870 980,175 -------- -------- Expenses: Interest expense 301,907 308,170 Depreciation and amortization 188,793 190,002 Management and property expenses 233,050 336,821 Administrative and management fees to related party 59,963 59,067 Professional fees and other expenses 16,655 15,198 -------- -------- Total expenses 800,368 909,258 -------- -------- Net income $145,502 $70,917 ======== ======== Net income attributable to: Limited partners $144,047 $70,208 General partner 1,455 709 -------- -------- Net income $145,502 $70,917 ======== ======== Income per weighted average Limited Partnership 100 Class A Interests outstanding $9.58 $4.67 ===== ===== Distribution per weighted average Limited Partnership 100 Class A Interests outstanding $3.30 $3.25 ===== ===== 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 CHANGES IN PARTNERS' CAPITAL (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2006 GENERAL CLASS A CLASS B TOTAL PARTNER INTERESTS INTERESTS ----- ------- --------- --------- PARTNERS' CAPITAL (DEFICIT) January 1, 2006 $4,277,127 $(79,793) $4,356,920 $ - ----------- -------- ----------- --------- 1st Quarter 2006 Distribution (50,000) (500) (49,500) - Net Income 145,502 1,455 144,047 - ----------- -------- ----------- --------- PARTNERS' CAPITAL (DEFICIT) March 31, 2006 $4,372,629 $(78,838) $4,451,467 - =========== ======== =========== ========= See Accompanying Notes to Financial Statements 4 CONCORD MILESTONE PLUS, L.P. (A LIMITED PARTNERSHIP) STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005 March 31, 2006 March 31, 2005 -------------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $145,502 $70,917 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 188,793 190,001 Change in operating assets and liabilities: (Increase) in accounts receivable (19,306) (107,598) Decrease in prepaid expenses and other assets, net 17,270 18,214 (Decrease) in accrued interest (589) (545) Increase (decrease) in accrued expenses and other liabilities 61,125 (1,389) Increase in accrued expenses payable to affiliates 1,213 4,595 ---------- ---------- Net cash provided by operating activities 394,008 174,195 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITY: Property improvements (12,000) (6,676) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: (Increase) in restricted cash (72,270) (11,271) Principal repayments on mortgage loans payable (83,823) (77,604) Cash distributions to partners (50,000) (49,425) ---------- ---------- Net cash used in financing activities (206,093) (138,300) ---------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS 175,915 29,219 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,707,023 1,468,442 ---------- ---------- CASH AND CASH EQUIVALENTS, END OF PERIOD $1,882,938 $1,497,661 ========== ========== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for interest $302,496 $308,715 ========== ========== See Accompanying Notes to Financial Statements 5 CONCORD MILESTONE PLUS, L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2006 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 March 31, 2006 and 2005 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, 2005. 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 March 31, 2006 in May 2006. 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 6 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 MARCH 31, 2006 TO THREE MONTHS ENDED MARCH 31,2005 - --------------------------------------------------------------------- The Partnership recognized a net income of $145,502 for the three months ended March 31, 2006 as compared to a net income of $70,917 for the same period in 2005. The increase is primarily due to the following factors: A decrease in expenses of $108,890 or 12.0%, to $800,368 for the three months ended March 31, 2006 as compared to $909,258 for the three months ended March 31, 2005. The decrease is primarily due to a decrease in management and property expenses of $103,771 due to a decrease in parking lot repairs. The decrease in expenses was offset by a decrease in revenue of $34,305 or 3.5%, to $945,870 for the three months ended March 31, 2006 as compared to $980,175 for the three months ended March 31, 2005. The net decrease is primarily due to a decrease in reimbursed expenses of $93,668, offset by an increase in base rent of $49,828 due to decreases in common area maintenance reimbursed expenses and increases in base rent at the Green Valley and Valencia properties. 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 foreseeable future operating requirements. 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. This space represents about 30% of the Valencia Property's leaseable area. 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 has signed a lease with a replacement supermarket but the lease is not yet effective and is contingent upon, among other things, the approval of the tenant's building plans by the City of Valencia. The tenant's building plans have been submitted to the City of Valencia and are currently being reviewed. 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 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. If the replacement supermarket lease does not become effective due to the contingencies provided for in the lease, the Partnership will incur expenses in leasing the Albertson's space to a new tenant and cannot predict how soon such space could be leased or the terms of any 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. A distribution of $50,000 was paid during January 2006, and an additional distribution of $50,000 is intended to be made in May 2006. 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. As described above, the Albertson's lease expires in June 2006, and the cessation of the cash flow from this anchor tenant's lease, if not replaced, may impair the ability of the Partnership to continue to pay quarterly distributions. Management is not aware of any other significant trends, events, commitments for capital expenditures or 7 uncertainties that will or are likely to materially impact the Partnership's liquidity. The cash on hand at March 31, 2006 may be used for (a) the capital improvement requirements of the Partnership's properties, (b) the May 2006 distribution to partners of $50,000 and future distributions, and (c) for other general Partnership purposes, including the costs of leasing vacant or soon to be vacant space, costs of compliance with Section 404 of the Sarbanes-Oxley Act of 2002, and other regulatory and public company costs. Net cash provided by operating activities of $394,008 for the three months ended March 31, 2006 included (i) net income of $145,502, (ii) non-cash adjustments of $188,793 for depreciation and amortization expense, and (iii) a net change in operating assets and liabilities of $59,713. Net cash provided by operating activities of $174,195 for the three months ended March 31, 2005 included (i) net income of $70,917, (ii) non cash adjustments of $190,001 for depreciation and amortization expense, and (iii) a net change in operating assets and liabilities of $86,723. Net cash used in investing activities of $12,000 for the three months ended March 31, 2006 was for capital expenditures for property improvements. Net cash used in investing activities of $6,676 for the three months ended March 31, 2005 was for capital expenditures for property improvements. Net cash used in financing activities of $206,093 for the three months ended March 31, 2006 included (i) principal repayments on mortgage loans payable of $83,823, (ii) an increase in restricted cash of $72,270, and (iii) cash distributions to partners of $50,000. Net cash used in financing activities of $138,300 for the three months ended March 31, 2005 included (i) principal repayments on mortgage loans payable of $77,604, (ii) an increase in restricted cash of $11,271, and (iii) cash distributions to partners of $49,425. The Partnership has received an unsolicited letter from a third party expressing such party's interest in purchasing the Green Valley Property. The Partnership has engaged in discussions with such party. Such discussions have included, among other things, clarifying to the third party that the size of the Green Valley Property is less than what such party originally assumed in its original letter, the valuation of the Green Valley Property and the time frames for the purchaser's feasibility studies and financing contingencies. There can be no assurance that any such discussions will result in a contract for sale, or that a sale of the Green Valley Property will be consummated or how much the Partnership will actually realize in the event that the Green Valley Property is sold. 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 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 8 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 April 25, 2006, SCM Special Fund, LLC; MPF-NY 2005, LLC; MPF Flagship Fund 10, LLC; Sutter Opportunity Fund 3, LLC; MPF Dewaay Premier Fund 3, LLC; MPF Blue Ridge Fund I, LLC; MacKenzie Patterson Special Fund 6, LLC; MacKenzie Patterson Special Fund 6-A, LLC; MPF Blue Ridge Fund II, LLC; MP Value Fund 7, LLC; MPF Dewaay Premier Fund 2, LLC; MPF Flagship Fund 11, LLC; Accelerated High Yield Institutional Investors, Ltd., LP; and MacKenzie Patterson Fuller, LP (collectively, the "Purchasers") disclosed in a Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the "SEC") their 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 $5.00 per Unit, subject to reduction for certain distributions. The deadline to accept the Tender Offer is May 25, 2006, 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 May 8, 2006. 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. 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. 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. 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. 9 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. 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. DATE: May 9, 2006 CONCORD MILESTONE PLUS, L.P. -------------- ---------------------------- (Registrant) BY: CM PLUS CORPORATION ------------------- General Partner By: /S/ Leonard Mandor ------------------ Leonard Mandor President 11
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10QSB Filing
Concord Milestone Plus L P Inactive 10QSB2006 Q1 Quarterly report (small business)
Filed: 11 May 06, 12:00am