UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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: June 30, 2006
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
- ---- OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 000-16757
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CONCORD MILESTONE PLUS, L.P.
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(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
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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
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As of August 2, 2006, 1,518,800 Class A interests and 2,111,072 Class B
interests were outstanding.
Transitional small business disclosure format.
Yes No X
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PART I - FINANCIAL INFORMATION
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ITEM 1. FINANCIAL STATEMENTS
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CONCORD MILESTONE PLUS, L.P.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
JUNE 30, 2006 (UNAUDITED) AND DECEMBER 31, 2005
Assets: June 30, 2006 December 31, 2005
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Property:
Building and improvements, at cost $17,175,918 $17,111,777
Less: accumulated depreciation 10,894,805 10,544,901
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Building and improvements, net 6,281,113 6,566,876
Land, at cost 10,987,034 10,987,034
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Property, net 17,268,147 17,553,910
Cash and cash equivalents 1,930,873 1,707,023
Accounts receivable, net 190,619 168,632
Restricted cash 84,446 88,797
Debt financing costs, net 39,167 54,834
Prepaid expenses and other assets, net 5,827 49,688
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Total assets $19,519,079 $19,622,884
========== ==========
Liabilities:
Mortgage loans payable $14,677,778 $14,840,503
Accrued interest 99,886 104,359
Deposits 156,487 152,859
Accrued expenses and other liabilities 175,963 245,324
Accrued expenses payable to affiliates 4,407 2,712
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Total liabilities 15,114,521 15,345,757
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Commitments and Contingencies
Partners' capital:
General partner (78,519) (79,793)
Limited partners:
Class A Interests, 1,518,800 4,483,077 4,356,920
Class B Interests, 2,111,072 - -
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Total partners' capital 4,404,558 4,277,127
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Total liabilities and partners' capital $19,519,079 $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 JUNE 30, 2006 AND 2005
June 30, 2006 June 30, 2005
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Revenues:
Rent $730,618 $703,064
Reimbursed expenses 161,504 170,786
Interest and other income 21,527 10,607
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Total revenues 913,649 884,457
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Expenses:
Interest expense 303,534 309,997
Depreciation and amortization 178,904 189,340
Management and property expenses 250,845 245,884
Administrative and management fees to related party 58,232 57,714
Professional fees and other expenses 39,843 46,832
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Total expenses 831,358 849,767
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Net income $82,291 $34,690
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Net income attributable to:
Limited partners $81,468 $34,343
General partner 823 347
--- ---
Net income $82,291 $34,690
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Income per weighted average
Limited Partnership 100 Class A Interests outstanding $5.42 $2.28
==== ====
Distribution per weighted average Limited Partnership
100 Class A Interests outstanding $3.32 $ 3.26
==== =====
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 SIX MONTHS ENDED JUNE 30, 2006 AND 2005
June 30, 2006 June 30, 2005
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Revenues:
Rent $1,488,936 $1,411,554
Reimbursed expenses 331,919 434,869
Interest and other income 38,664 18,209
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Total revenues 1,859,519 1,864,632
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Expenses:
Interest expense 605,441 618,167
Depreciation and amortization 367,697 379,342
Management and property expenses 483,895 582,705
Administrative and management fees to related party 118,195 116,781
Professional fees and other expenses 56,498 62,030
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Total expenses 1,631,726 1,759,025
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Net income $227,793 $105,607
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Net income attributable to:
Limited partners $225,515 $104,551
General partner 2,278 1,056
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Net income $227,793 $105,607
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Income per weighted average
Limited Partnership 100 Class A Interests outstanding $15.00 $6.95
===== ====
Distribution per weighted average Limited Partnership
100 Class A Interests outstanding $ 6.61 $ 6.51
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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 SIX MONTHS ENDED JUNE 30, 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) -
2nd Quarter 2006 Distribution (50,362) (504) (49,858)
Net Income 227,793 2,278 225,515 -
------- ----- ------- ----------
PARTNERS' CAPITAL (DEFICIT)
June 30, 2006 $4,404,558 $ (78,519) $4,483,077 $ -
========= ======== ========= ==========
See Accompanying Notes to Financial Statements
5
CONCORD MILESTONE PLUS, L.P.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
June 30, 2006 June 30, 2005
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $227,793 $105,607
Adjustments to reconcile net income to net
Cash provided by operating activities:
Depreciation and amortization 367,697 379,342
Change in operating assets and liabilities:
(Increase) decrease in accounts receivable, net (21,987) 11,336
Decrease in prepaid expenses and other assets, net 41,735 36,427
(Decrease) in accrued interest (4,473) (4,455)
(Decrease) increase in accrued expenses and other liabilities (65,733) 10,559
Increase in accrued expenses payable to affiliates 1,695 4,559
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Net cash provided by operating activities 546,727 543,375
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CASH FLOWS FROM INVESTING ACTIVITY:
Property improvements (64,141) (197,544)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease (increase) in restricted cash 4,351 (17,070)
Principal repayments on mortgage loans payable (162,725) (150,016)
Cash distributions to partners (100,362) (98,938)
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Net cash used in financing activities (258,736) (266,024)
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NET INCREASE IN CASH AND CASH EQUIVALENTS 223,850 79,807
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 1,707,023 1,468,442
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CASH AND CASH EQUIVALENTS,
END OF PERIOD $1,930,873 $1,548,249
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for interest $609,914 $622,622
======= =======
See Accompanying Notes to Financial Statements
6
CONCORD MILESTONE PLUS, L.P.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 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 June 30, 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 June 30, 2006 in August 2006.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
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GENERAL
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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
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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
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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 JUNE 30, 2006 TO
- -------------------------------------------------
THREE MONTHS ENDED JUNE 30, 2005
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The Partnership recognized net income of $82,291 for the three months ended
June 30, 2006 as compared to net income of $34,690 for the same period in 2005.
The increase is primarily due to the following factors:
An increase in revenues of $29,192 or 3.30%, to $913,649 for the three
months ended June 30, 2006 as compared to $884,457 for the three months ended
June 30, 2005 due to an increase in base rent at the Green Valley and Valencia
properties in the aggregate amount of $14,600, and an increase of $10,743 in
interest income due to higher interest rates.
A decrease in expenses of $18,409 or 2.16%, to $831,358 for the three
months ended June 30, 2006 as compared to $849,767 for the three months ended
June 30, 2005. The decrease is primarily due to a decrease in professional fees
of $14,922 and for assets fully depreciated prior to the second quarter of 2006.
COMPARISON OF SIX MONTHS ENDED JUNE 30, 2006 TO SIX MONTHS ENDED JUNE 30, 2005
- ------------------------------------------------------------------------------
The Partnership recognized net income of $227,793 for the six months ended
June 30, 2006 as compared to net income of $105,607 for the same period in 2005.
The increase is primarily due to the following factors:
A decrease in expenses of $127,299 or 7.24%, to $1,631,726 for the six
months ended June 30, 2006 as compared to $1,759,025 for the six months ended
June 30, 2005. The net decrease is primarily due to a decrease in management and
property expenses of $98,810 due to a major parking lot repair completed at the
Valencia Property in 2005.
The effect of the decrease in expenses was partially offset by a decrease
in revenue of $5,113 or 0.27%, to $1,859,518 for the six months ended June 30,
2006 as compared to $1,864,632 for the six months ended June 30, 2005. The net
decrease is due to a decrease in reimbursed expenses of $102,950, due to
decreases in common area maintenance reimbursed expenses, offset by increases in
base rent at Valencia and Green Valley properties in the aggregate amount of
$77,360, and an increase of $19,368 in interest income due to higher interest
rates.
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, prior to the June 2006
expiration of its lease. This space represents about 30% of the Valencia
Property's leaseable area. In December 2005, a lease was executed with Vallarta
Food Enterprises for the space previously leased by Albertson's. Vallarta Food
Enterprises received possession of the premises on July 12, 2006 and in
accordance with the lease, paid the Partnership $100,000 at that time. Pursuant
to the lease, which has an initial term of 20 years expiring January 2027,
rental payments of $26,535 per month will commence in January 2007, with
escalations of 10% every 5 years through January 2027. Following the expiration
of the initial term of the lease, the lease may be renewed by Vallarta at its
option up to four times for additional 5-year periods, with 12% escalations for
each additional 5-year renewal period.
8
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 a distribution of $50,362 was paid during May 2006. An additional
distribution of $50,000 is intended to be made in August 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.
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 June 30, 2006 may be used for (a) the capital
improvement requirements of the Partnership's properties, (b) the anticipated
August 2006 distribution to limited 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, and 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 $546,727 for the six months
ended June 30, 2006 included (i) net income of $227,793, (ii) non-cash
adjustments of $367,697 for depreciation and amortization expense, and (iii) a
net change in operating assets and liabilities of $48,763.
Net cash provided by operating activities of $543,375 for the six months
ended June 30, 2005 included (i) net income of $105,607, (ii) non cash
adjustments of $379,342 for depreciation and amortization expense, and (iii) a
net change in operating assets and liabilities of $58,426.
Net cash used in investing activities of $64,141 for the six months ended
June 30, 2006 was for capital expenditures for property improvements.
Net cash used in investing activities of $197,544 for the six months ended
June 30, 2005 was for capital expenditures for property improvements.
Net cash used in financing activities of $258,736 for the six months ended
June 30, 2006 included (i) principal repayments on mortgage loans payable of
$162,725, (ii) an increase in restricted cash of $4,351, and (iii) cash
distributions to partners of $100,362.
Net cash used in financing activities of $266,024 for the six months ended
June 30, 2005 included (i) principal repayments on mortgage loans payable of
$150,016, (ii) an increase in restricted cash of $17,070, and (iii) cash
distributions to partners of $98,938.
Previously reported discussions between the Partnership and a third party
with respect to the potential sale of the Green Valley property have terminated.
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.
9
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
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ITEM 6. EXHIBITS
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Number Description of Document
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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.
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: August 7, 2006 CONCORD MILESTONE PLUS, L.P.
----------------- ----------------------------
(Registrant)
BY: CM PLUS CORPORATION
----------------------------------
General Partner
By: /S/ Leonard Mandor
----------------------------------
Leonard Mandor
President
11
