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, 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
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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 November 14, 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
SEPTEMBER 30, 2006 (UNAUDITED) AND DECEMBER 31, 2005
Assets: September 30, 2006 December 31, 2005
------------------ -----------------
Property:
Building and improvements, at cost $17,211,573 $17,111,777
Less: accumulated depreciation 11,065,882 10,544,901
----------- -----------
Building and improvements, net 6,145,691 6,566,876
Land, at cost 10,987,034 10,987,034
----------- -----------
Property, net 17,132,725 17,553,910
Cash and cash equivalents 1,795,626 1,707,023
Accounts receivable, net 138,276 168,632
Restricted cash 135,217 88,797
Debt financing costs, net 31,334 54,834
Prepaid expenses and other assets, net 314,264 49,688
----------- -----------
Total assets $19,547,442 $19,622,884
=========== ===========
Liabilities:
Mortgage loans payable $14,597,190 $14,840,503
Accrued interest 99,349 104,359
Deposits 118,531 152,859
Accrued expenses and other liabilities 332,363 245,324
Accrued expenses payable to affiliates 430 2,712
----------- -----------
Total liabilities 15,147,863 15,345,757
----------- -----------
Commitments and Contingencies
Partners' capital:
General partner (78,568) (79,793)
Limited partners:
Class A Interests, 1,518,800 4,478,147 4,356,920
Class B Interests, 2,111,072 -- --
----------- -----------
Total partners' capital 4,399,579 4,277,127
----------- -----------
Total liabilities and partners' capital $19,547,442 $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 NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
September 30, 2006 September 30, 2005
------------------ ------------------
Revenues:
Rent $2,240,618 $2,150,697
Reimbursed expenses 498,098 614,075
Interest and other income 63,558 32,710
---------- ----------
Total revenues 2,802,274 2,797,482
---------- ----------
Expenses:
Interest expense 910,624 930,021
Depreciation and amortization 547,255 570,148
Management and property expenses 804,486 844,325
Administrative and management fees to related party 177,700 176,461
Professional fees and other expenses 89,777 117,789
---------- ----------
Total expenses 2,529,842 2,638,744
---------- ----------
Net income $ 272,432 $ 158,738
========== ==========
Net income attributable to:
Limited partners $ 269,708 $ 157,150
General partner 2,724 1,588
---------- ----------
Net income $ 272,432 $ 158,738
========== ==========
Income per weighted average
Limited Partnership 100 Class A Interests outstanding $ 17.94 $ 10.45
========== ==========
Distribution per weighted average Limited Partnership
100 Class A Interests outstanding $ 9.88 $ 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, 2006 AND 2005
September 30, 2006 September 30, 2005
------------------ ------------------
Revenues:
Rent $751,682 $739,143
Reimbursed expenses 166,179 179,206
Interest and other income 24,894 14,501
-------- --------
Total revenues 942,755 932,850
-------- --------
Expenses:
Interest expense 305,183 311,854
Depreciation and amortization 179,558 190,806
Management and property expenses 320,591 261,620
Administrative and management fees to related party 59,505 59,680
Professional fees and other expenses 33,279 55,759
-------- --------
Total expenses 898,116 879,719
-------- --------
Net income $ 44,639 $ 53,131
======== ========
Net income attributable to:
Limited partners $ 44,193 $ 52,599
General partner 446 532
-------- --------
Net income $ 44,639 $ 53,131
======== ========
Income per weighted average
Limited Partnership 100 Class A Interests outstanding $ 2.94 $ 3.50
======== ========
Distribution per weighted average Limited Partnership
100 Class A Interests outstanding $ 3.27 $ 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, 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)
3rd Quarter 2006 Distribution (49,618) (495) (49,123)
Net Income 272,432 2,724 269,708 --
---------- -------- ----------- -----------
PARTNERS' CAPITAL (DEFICIT)
September 30, 2006 $4,399,579 $(78,568) $ 4,478,147 $ --
========== ======== =========== ===========
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, 2006 AND 2005
September 30, 2006 September 30, 2005
------------------ ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 272,432 $ 158,738
Adjustments to reconcile net income to net
Cash provided by operating activities:
Depreciation and amortization 547,255 570,148
Change in operating assets and liabilities:
Decrease (increase) in accounts receivable, net 30,356 (9,993)
Increase in prepaid expenses and other assets, net (267,350) (22,576)
Decrease in accrued interest (5,010) (4,958)
Increase in accrued expenses and other liabilities 52,711 37,181
(Decrease) increase in accrued expenses payable to affiliates (2,282) 6,477
---------- ----------
Net cash provided by operating activities 628,112 735,017
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITY:
Property improvements (99,796) (217,354)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in restricted cash (46,420) (71,514)
Principal repayments on mortgage loans payable (243,313) (223,979)
Cash distributions to partners (149,980) (148,438)
---------- ----------
Net cash used in financing activities (439,713) (443,931)
---------- ----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 88,603 73,732
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 1,707,023 1,468,442
---------- ----------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $1,795,626 $1,542,174
========== ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for interest $ 915,634 $ 934,979
========== ==========
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, 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 September 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 September 30, 2006 in November 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
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, 2006 TO THREE MONTHS ENDED
SEPTEMBER 30, 2005
The Partnership recognized net income of $44,639 for the three months
ended September 30, 2006, as compared to net income of $53,131 for the same
period in 2005. The decrease is primarily due to the following factors:
An increase in expenses of $18,397 or 2.10%, to $898,116 for the three
months ended September 30, 2006, as compared to $879,719 for the three months
ended September 30, 2005. The increase is primarily due to increases in
management and property expenses of $58,958 for escalating insurance premiums,
offset by a decrease of $22,480 in professional fees due to decreases in legal
and filing fees, and further offset by assets fully depreciated in previous
quarters.
The increase in expenses was partially offset by an increase in revenues
of $9,905 or 1.06%, to $942,755 for the three months ended September 30, 2006,
as compared to $932,850 for the three months ended September 30, 2005. The
increase in revenues was due to an increase in base rent at the Green Valley and
Valencia properties in the aggregate amount of $12,539, and an increase of
$10,393 in interest income due to higher interest rates, offset by a decrease in
reimbursed expenses of $13,027 due to parking lot repairs at Valencia in the
three months ended September 30, 2005, with no comparable expenses in same
period of 2006.
COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 2006 TO NINE MONTHS ENDED
SEPTEMBER 30, 2005
The Partnership recognized net income of $272,432 for the nine months
ended September 30, 2006, as compared to net income of $158,738 for the same
period in 2005. The increase is primarily due to the following factors:
An increase in revenues of $4,792 or 0.18%, to $2,802,274 for the nine
months ended September 30, 2006, as compared to $2,797,482 for the nine months
ended September 30, 2005 due to an increase in base rent at the Green Valley and
Valencia properties in the aggregate amount of $89,921 and an increase of
$30,848 in interest income due to higher interest rates, offset by decreases in
reimbursed common area expenses of $75,000 for parking lot repairs at the
Valencia property and $25,000 for other common area expenses reimbursed in the
nine months ended September 30, 2005 with no comparable expenses in same period
of 2006, a decrease in real estate tax reimbursed expenses of $29,301 in the
Green Valley and Valencia properties due to a decrease in occupancy in the
Valencia property and credits given for a decrease in taxes expense at the Green
Valley and Valencia properties.
A decrease in expenses of $108,902 or 4.13%, to $2,529,842 for the nine
months ended September 30, 2006, as compared to $2,638,744 for the nine months
ended September 30, 2005. The net decrease is primarily due to decreases in
management and property expenses of $39,839 due to major parking lot repairs
completed at the Valencia Property of $ 90,083 in the nine months ended
September 30, 2005 with no comparable expenses in same period of 2006 offset by
increases in insurance premiums of $45,275 and leasing costs of $ 10,192
associated with new leases in 2006 , assets fully depreciated in previous
quarters in the aggregate amount of $22,892, and a decrease of professional fees
and other expenses in the amount of $28,012 due to decreases in legal and filing
fees.
LIQUIDITY AND CAPITAL RESOURCES
The General Partner believes that the Partnership's expected revenue and
working capital are sufficient to meet
8
the Partnership's current and foreseeable future regular operating requirements,
not including obligations to make lump sum payments on the maturing mortgages
described below. 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.
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 which will be realized over the term of the lease
as well as leasing costs associated with the lease. 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.
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. A third distribution of
$49,618 was paid in August 2006 and the fourth distribution is intended to be
paid in November 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.
The mortgages for all three properties are due and payable on September
30, 2007. The anticipated outstanding principal balances of the respective
mortgages at September 30, 2007 are as follows:
Property Mortgage Payable
--------------- ------------------------
Green Valley $4,738,095
Old Orchard $7,003,227
Town & Country $2,505,980
The Partnership will seek to refinance one or more of the mortgages and/or
sell one or more of the properties to provide it with cash to meet these
obligations.The General Partner of the Partnership believes that the Partnership
will be able to satisfy its mortagage loans payable obligations through these
actions but no assurance can be made as to whether the Partnership will be able
to refinance the mortgages or sell its properties or in the event the
Partnership is able to do so, whether any such refinancing and/or sale would be
on terms favorable to 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, 2006 may be used for (a) the capital
improvement requirements of the Partnership's properties, (b) the anticipated
November 2006 distribution to its 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 $628,112 for the nine months
ended September 30, 2006 included (i) net income of $272,432 (ii) non-cash
adjustments of $547,255 for depreciation and amortization expense, and (iii) a
net change in operating assets and liabilities of $191,575 which is partially
atributable to an increase in prepaid insurance of $ 183,252 offset by an
increase in accrued expenses for leasing costs of $ 64,802.
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 used in investing activities of $99,796 for the nine months ended
September 30, 2006 was for capital expenditures for property improvements.
9
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 financing activities of $439,713 for the nine months
ended September 30, 2006 included (i) principal repayments on mortgage loans
payable of $243,313, (ii) an increase in restricted cash of $46,420 and (iii)
cash distributions to partners of $149,980.
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.
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
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 6. EXHIBITS
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.
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.
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 14, 2006 CONCORD MILESTONE PLUS, L.P.
------------------- ----------------------------
(Registrant)
BY: CM PLUS CORPORATION
-------------------
General Partner
By: /s/ Leonard Mandor
-------------------
Leonard Mandor
President
12
