UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2007
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 of organization) | (I.R.S. Employer Identification No.) |
200 CONGRESS PARK DRIVE, SUITE 205, DELRAY BEACH, FLORIDA, 33445
(Address of principal executive offices)
(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 No
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes No
As of August 1, 2007, 1,518,800 Class A interests and 2,111,072 Class B interests were outstanding.
Transitional small business disclosure format.
Yes No
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
CONCORD MILESTONE PLUS, L.P.
(a Limited Partnership)
BALANCE SHEETS
JUNE 30, 2007 (Unaudited) AND DECEMBER 31, 2006
June 30, 2007 | December 31, 2006 | |||||||||||
Assets: | ||||||||||||
Property: | ||||||||||||
Building and improvements, at cost | $ | 11,334,149 | $ | 17,219,167 | ||||||||
Less: accumulated depreciation | 7,378,762 | 11,238,655 | ||||||||||
Building and improvements, net | 3,955,387 | 5,980,512 | ||||||||||
Land, at cost | 6,930,000 | 10,987,034 | ||||||||||
Property, net | 10,885,387 | 16,967,546 | ||||||||||
Cash and cash equivalents | 2,555,066 | 1,848,920 | ||||||||||
Accounts receivable, net | 155,975 | 226,073 | ||||||||||
Restricted cash | 19,842 | 73,743 | ||||||||||
Debt financing costs, net | 7,834 | 23,501 | ||||||||||
Prepaid expenses and other assets, net | 241,031 | 217,545 | ||||||||||
Total assets | $ | 13,865,135 | $ | 19,357,328 | ||||||||
Liabilities: | ||||||||||||
Mortgage loans payable | $ | 2,518,696 | $ | 14,511,612 | ||||||||
Accrued interest | 17,054 | 102,049 | ||||||||||
Deposits | 45,448 | 119,541 | ||||||||||
Accrued expenses and other liabilities | 104,711 | 268,594 | ||||||||||
Accrued expenses payable to affiliates | — | 3,720 | ||||||||||
Total liabilities | 2,685,909 | 15,005,516 | ||||||||||
Partners’ capital: | ||||||||||||
General partner | (10,772 | ) | (79,046 | ) | ||||||||
Limited partners: | ||||||||||||
Class A Interests, 1,518,800 | 11,189,998 | 4,430,858 | ||||||||||
Class B Interests, 2,111,072 | — | — | ||||||||||
Total partners’ capital | 11,179,226 | 4,351,812 | ||||||||||
Total liabilities and partners’ capital | $ | 13,865,135 | $ | 19,357,328 |
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, 2007 AND 2006
June 30, 2007 | June 30, 2006 | |||||||||||
Revenues: | ||||||||||||
Rent | $ | 474,799 | $ | 481,562 | ||||||||
Reimbursed expenses | 100,720 | 82,934 | ||||||||||
Interest and other income | 36,415 | 20,122 | ||||||||||
Total revenues | 611,934 | 584,618 | ||||||||||
Expenses: | ||||||||||||
Interest expense | 150,883 | 202,158 | ||||||||||
Depreciation and amortization | 112,446 | 112,016 | ||||||||||
Management and property expenses | 215,701 | 96,708 | ||||||||||
Administrative and management fees to related party | 52,819 | 41,780 | ||||||||||
Professional fees and other expenses | 74,162 | 38,259 | ||||||||||
Total expenses | 606,012 | 490,921 | ||||||||||
Income from continuing operations | 5,922 | 93,697 | ||||||||||
Income (loss) from discontinued operations (including gain on disposal of $6,806,629) | 6,797,657 | (11,406 | ) | |||||||||
Net income | $ | 6,803,579 | $ | 82,291 | ||||||||
Income (loss) attributable to: | ||||||||||||
Limited partners from continuing operations | $ | 5,863 | $ | 92,760 | ||||||||
Limited partners from discontinued operations | 6,729,680 | (11,292 | ) | |||||||||
General partner from continuing operations | 59 | 937 | ||||||||||
General partner from discontinuing operations | 67,977 | (114 | ) | |||||||||
Net Income | $ | 6,803,579 | $ | 82,291 | ||||||||
Income from continuing operations per weighted average Limited Partnership 100 Class A Interests outstanding | $ | 0.39 | $ | 6.17 | ||||||||
Income (loss) from discontinued operations per weighted average Limited Partnership 100 Class A Interests outstanding | 447.57 | (0.75 | ) | |||||||||
Net income per weighted average Limited Partnership 100 Class A Interests outstanding | $ | 447.96 | $ | 5.42 | ||||||||
Distribution per weighted average Limited Partnership 100 Class A Interests outstanding | $ | 3.29 | $ | 3.32 | ||||||||
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, 2007 AND 2006
June 30, 2007 | June 30, 2006 | |||||||||||
Revenues: | ||||||||||||
Rent | $ | 965,119 | $ | 973,460 | ||||||||
Reimbursed expenses | 207,721 | 161,383 | ||||||||||
Interest and other income | 57,770 | 35,559 | ||||||||||
Total revenues | 1,230,610 | 1,170,402 | ||||||||||
Expenses: | ||||||||||||
Interest expense | 347,113 | 403,334 | ||||||||||
Depreciation and amortization | 220,321 | 229,417 | ||||||||||
Management and property expenses | 325,538 | 192,957 | ||||||||||
Administrative and management fees to related party | 106,309 | 83,739 | ||||||||||
Professional fees and other expenses | 144,549 | 53,902 | ||||||||||
Total expenses | 1,143,830 | 963,348 | ||||||||||
Income from continuing operations | 86,780 | 207,054 | ||||||||||
Income from discontinued operations (including gain on disposal of $6,806,629) | 6,840,634 | 20,739 | ||||||||||
Net income | $ | 6,927,414 | $ | 227,793 | ||||||||
Net income attributable to: | ||||||||||||
Limited partners from continuing operations | $ | 85,913 | $ | 204,984 | ||||||||
Limited partners from discontinued operations | 6,772,228 | 20,531 | ||||||||||
General partner from continuing operations | 867 | 2,071 | ||||||||||
General partner from discontinuing operations | 68,406 | 207 | ||||||||||
Net income | $ | 6,927,414 | $ | 227,793 | ||||||||
Income from continuing operations per weighted average Limited Partnership 100 Class A Interests outstanding | $ | 5.71 | $ | 13.63 | ||||||||
Income from discontinued operations per weighted average Limited Partnership 100 Class A Interests outstanding | 450.40 | 1.37 | ||||||||||
Net income per weighted average Limited Partnership 100 Class A Interests outstanding | $ | 456.11 | $ | 15.00 | ||||||||
Distribution per weighted average Limited Partnership 100 Class A Interests outstanding | $ | 6.58 | $ | 6.61 | ||||||||
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, 2007
Total | General Partner | Class A Interests | Class B Interests | |||||||||||||||||||||
PARTNERS’ CAPITAL (DEFICIT) | ||||||||||||||||||||||||
January 1, 2007 | $ | 4,351,812 | $ | (79,046 | ) | $ | 4,430,858 | $ | — | |||||||||||||||
1st Quarter 2007 Distribution | (50,000 | ) | (500 | ) | (49,500 | ) | — | |||||||||||||||||
2nd Quarter 2007 Distribution | (50,000 | ) | (500 | ) | (49,500 | ) | ||||||||||||||||||
Net Income | 6,927,414 | 69,274 | 6,858,140 | — | ||||||||||||||||||||
PARTNERS’ CAPITAL (DEFICIT) | ||||||||||||||||||||||||
June 30, 2007 | $ | 11,179,226 | $ | (10,772 | ) | $ | 11,189,998 | — |
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, 2007 AND 2006
June 30, 2007 | June 30, 2006 | |||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||
Net income | $ | 6,927,415 | $ | 227,793 | ||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
Depreciation and amortization | 266,205 | 365,571 | ||||||||||
Gain on disposal of assets from discontinued operation | (6,806,629 | ) | — | |||||||||
Change in operating assets and liabilities: | ||||||||||||
Decrease (increase) in accounts receivable | 70,098 | (21,987 | ) | |||||||||
(Increase) decrease in prepaid expenses and other assets, net | (23,918 | ) | 43,861 | |||||||||
Decrease in accrued interest | (84,995 | ) | (4,473 | ) | ||||||||
Decrease in accrued expenses and other liabilities | (274,133 | ) | (65,733 | ) | ||||||||
Increase in accrued expenses payable to affiliates | — | 1,695 | ||||||||||
Net cash provided by operating activities | 74,043 | 546,727 | ||||||||||
CASH FLOWS FROM INVESTING ACTIVITY: | ||||||||||||
Property improvements | (78,881 | ) | (64,141 | ) | ||||||||
Proceeds on sale of property | 12,750,000 | — | ||||||||||
Net cash provided by investing activities | 12,671,119 | (64,141 | ) | |||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||
Decrease increase in restricted cash | 53,901 | 4,351 | ||||||||||
Principal repayments on mortgage loans payable | (11,992,917 | ) | (162,725 | ) | ||||||||
Cash distributions to partners | (100,000 | ) | (100,362 | ) | ||||||||
Net cash used in financing activities | (12,039,016 | ) | (258,736 | ) | ||||||||
NET INCREASE IN CASH AND CASH EQUIVALENTS | 706,146 | 223,850 | ||||||||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 1,848,920 | 1,707,023 | ||||||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | 2,555,066 | $ | 1,930,873 | ||||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||||||
Cash paid during the period for interest | $ | 432,107 | $ | 609,914 |
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, 2007
The accompanying financial statements of Concord Milestone Plus, L.P., a Delaware limited partnership (the ‘‘Partnership’’), 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, 2007 and 2006 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, 2006.
(1) Discontinued operations:
On May 23, 2007, the Partnership completed the sale of Green Valley Mall, a shopping center located in Green Valley, Arizona (the ‘‘Green Valley Property’’), pursuant to a contract signed on November 21, 2006 and subsequently amended effective February 1, 2007. The contract sales price was $12,950,000, subject to prorations and adjustments and further adjusted by a $200,000 credit given to the purchaser for deferred maintenance items. Sales proceeds, net of prorations, adjustments and closing costs were $12,567,763 (including $350,000 in earnest money deposits previously made by the purchaser). Of this amount, the Partnership used $4,804,390 to pay off mortgage loan on the Green Valley Property, $7,071,162 to pay off the mortgage loan on the Partnership’s shopping center in Valencia, California (the ‘‘Valencia Property’’), and the balance to increase its working capital reserves.
Based on FAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets, a comparative income statement of the Green Valley Property for the six months ended June 30, 2007 and 2006 is as follows:
June 2007 | June 2006 | |||||||||||
REVENUE | ||||||||||||
Rent | $ | 402,230 | $ | 515,476 | ||||||||
Reimbursed expenses | 172,543 | 170,536 | ||||||||||
Interest and other income | 5,805 | 3,105 | ||||||||||
Gain on sale of asset | 6,812,434 | — | ||||||||||
Total revenues | 7,387,207 | 689,117 | ||||||||||
EXPENSES | ||||||||||||
Interest expense | 166,694 | 202,107 | ||||||||||
Depreciation and amortization | 45,885 | 138,280 | ||||||||||
Management and property expenses | 285,205 | 290,938 | ||||||||||
Administrative and management fees to related party | 43,208 | 34,456 | ||||||||||
Professional fees and other expenses | 5,581 | 2,597 | ||||||||||
Total expenses | 546,573 | 668,378 | ||||||||||
Net Income from discontinued operations | $ | 6,840,634 | $ | 20,739 |
7
(2) Mortgage loan payable:
The Partnership’s shopping center in Searcy, Arkansas (the ‘‘Searcy Property’’) is subject to a mortgage loan (the ‘‘Searcy Mortgage’’), which bears interest at a fixed annual rate of 8.12%, with monthly payments of principal and interest of $21,640. The Searcy Mortgage will be due and payable on October 1, 2007, when the outstanding balance is estimated to be $2,505,980 (assuming no prepayments are made before that date). The General Partner believes that the projected cash flow from continuing operations together with the Partnership’s available working capital should provide sufficient funds to pay off the Searcy Mortgage on or before its maturity.
The Partnership completed the sale of Green Valley Mall on May 23, 3007. Sales proceeds, net of adjustments were used to pay off the mortgage loan of $4,804,390 on the Green Valley Property, $7,071,162 to pay off the mortgage loan on the Partnership’s shopping center in Valencia, California, and the balance to increase its working capital reserves.
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 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. T hese 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
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 two shopping centers located in Searcy, Arkansas and Valencia, California.
The Partnership commenced a public offering on April 8, 1987 in order to fund the Partnership’s real property 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.
8
Results of Operations
Comparison of Three Months Ended June 30, 2007 to Three Months Ended June 30, 2006
The Partnership recognized income from continuing operations of $5,922 for the three months ended June 30, 2007 as compared to income from continuing operations of $93,697 for the same period in 2006. The decrease is primarily due to the following factors:
• | An increase in expenses from continuing operations of $115,091 or 23.4%, to $606,012 for the three months ended June 30, 2007 as compared to $490,920 for the three months ended June 30, 2006. The increase is largely due to an increase in management and property expenses of $118,992 primarily attributable to escalating insurance premiums and to appraisals, land surveys and environmental studies conducted in connection with the Partnership’s efforts to refinance the Searcy and Valencia mortgage loans, (which efforts have terminated) and $46,942 for increases in professional and legal fees related to the mortgage refinancing, tender offers and costs associated with Sarbanes-Oxley compliance. These increases were offset by a decreas e in interest expense of $51,275 due to the satisfaction of the mortgage loan on the Valencia Property. |
• | An increase in revenue from continuing operations of $27,316 or 4.7%, to $611,934 for the three months ended June 30, 2007 as compared to $584,618 for the three months ended June 30, 2006. Such increase is primarily due to an increase of $17,786 in common area maintenance and insurance expenses reimbursed by tenants and an increase of $16,293 in interest income due to higher interest rates. |
The Partnership recognized income from discontinued operations of $6,797,657 for the three months ended June 30, 2007 as compared to net loss from discontinued operations of $11,406 for the same period in 2006. The increase is primarily due to the following factors:
• | An increase in revenue from discontinued operations of $6,694,862 to $7,023,892 for the three months ended June 30, 2007 as compared to $329,030 for the three months ended June 30, 2006. Such increase is primarily due to the gain of $6,806,629 recognized on the sale of the Green Valley Property. |
• | A decrease in expenses from discontinued operations of $114,201 or 33.5%, to $226,234 for the three months ended June 30, 2007 as compared to $340,437 for the three months ended June 30, 2006. Such decrease is primarily due to only two months of operating expenses attributable to the Green Valley Property, which was sold on May 23, 2007. |
Comparison of Six Months Ended June 30, 2007 to Six Months Ended June 30, 2006
The Partnership recognized income from continuing operations of $86,780 for the six months ended June 30, 2007 as compared to income from continuing operations of $207,054 for the same period in 2006. The decrease is primarily due to the following factors:
• | An increase in expenses from continuing operations of $180,482 or 18.7%, to $1,143,830 for the six months ended June 30, 2007 as compared to $963,347 for the six months ended June 30, 2006. The increase is largely due to an increase in management and property expenses of $132,581 primarily attributable to escalating insurance premiums and to appraisals, land surveys and environmental studies conducted in connection with the Partnership’s efforts to refinance the Searcy and Valencia mortgage loans (which efforts have terminated), and $113,216 for increases in professional, accounting and legal fees related to the mortgage refinancing, the reclassification of assets held for sale, tender offers and costs associated with Sarbanes-O xley compliance. These increases were offset by a decrease in interest expense of $56,221 due to the satisfaction of the mortgage loan on the Valencia Property and a decrease in depreciation of $9,096 for assets that were fully depreciated. |
• | An increase of revenue from continuing operations of $60,208 or 5.1%, to $1,230,610 for the six months ended June 30, 2007 as compared to $1,170,402 for the six months ended June 30, 2006. Such increase is primarily due to an increase of $46,338 in common area maintenance and insurance expenses reimbursed by tenants and an increase of $22,211 in interest income due to higher interest rates. |
9
The Partnership recognized income from discontinued operations of $6,840,634 for the six months ended June 30, 2007 as compared to income from discontinued operations of $20,739 for the same period in 2006. The increase is primarily due to the following factors:
• | An increase in revenue from discontinued operations of $6,698,090, to $7,387,207 for the six months ended June 30, 2007 as compared to $689,117 for the six months ended June 30, 2006. Such increase is primarily due to the gain of $6,806,629 recognized on the sale of the Green Valley Property. |
• | A decrease in expenses from discontinued operations of $121,805 or 18.2%, to $546,573 for the six months ended June 30, 2007 as compared to $668,378 for the six months ended June 30, 2006. Such decrease is primarily due to only five months of operating expenses attributable to the Green Valley Property, which was sold on May 23, 2007. |
Liquidity and Capital Resources
The General Partner believes that the Partnership’s expected revenue and working capital are sufficient to meet the Partnership’s current and foreseeable future operating requirements. The General Partner is not aware of any significant trends, events, commitments for capital expenditures or uncertainties that will or are likely to materially impact the Partnership’s liquidity other than as discussed below. Nevertheless, because the revenues and expenses of the Partnership will depend on market and other conditions beyond the Partnership’ control, a possibility exists that cash flow deficiencies may occur.
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 2007, and an additional distribution of $50,000 was paid May 2007. 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.
On May 23, 2007, the Partnership completed the sale of the Green Valley Property, pursuant to a contract signed on November 21, 2006 and subsequently amended effective February 1, 2007. The contract sales price was $12,950,000, subject to prorations and adjustments and further adjusted by a $200,000 credit given to the purchaser for deferred maintenance items. Sales proceeds, net of prorations, adjustments and closing costs were $12,567,763 (including $350,000 in earnest money deposits previously made by the purchaser). Of this amount, the Partnership used $4,804,390 to pay off mortgage loan on the Green Valley Property, $7,071,162 to pay off the mortgage loan on the Valencia Property, and the balance to increase its working capital reserves.
The Searcy Mortgage will be due and payable on October 1, 2007. If no prepayments are made before that date, the outstanding balance of the Searcy Mortgage at maturity is estimated to be $2,505,980. The General Partner believes that the projected cash flow from continuing operations together with the Partnership’s available working capital should provide sufficient funds to pay off the Searcy Mortgage on or before its maturity.
The interest expense of the Partnership has been significantly reduced as a result of the satisfaction of the mortgage loans on the Green Valley and Valencia properties, and may be eliminated by October 1, 2007 when the Searcy Mortgage matures. In addition, certain expenses incurred during the three-month period ended June 30, 2007 in connection with the Partnership’s efforts to refinance the Searcy and Valencia mortgage loans are non-recurring. Because of the decrease in interest expense and the non-recurring nature of the expenses related to the efforts to refinance the mortgage loans, the General Partner anticipates that, all other things being equal, the Partnership’s income and net cash flow from continuing operations should increase in future quarters.
The cash on hand at June 30, 2007 will be primarily used to pay-off the Searcy Mortgage and also may be used for the capital improvement requirements of the Partnership’s properties and for other general Partnership purposes, including the costs of leasing vacant or soon to be vacant space, the costs of compliance with Section 404 of the Sarbanes-Oxley Act of 2002, and other regulatory and public company costs.
10
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 in the reports it files or submits under the Act is recorded, processed, summarized and reported within the time periods specified in the S EC’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.
11
PART II — OTHER INFORMATION
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 Partnership’s Post-Effective Amendment No. 3 to the Partnership’s Registration Statement on Form S-11 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. Incorporated herein by reference to Exhibit 3.2 to the Partnership’s Form 10-K for the fiscal year ended December 31, 1987 (the ‘‘1987 Form 10-K’’). | ||||
3 | .3 | Amendment No. 2 to Amended and Restated Agreement of Limited Partnership of Concord Milestone Plus, L.P. Incorporated herein by reference to Exhibit 3.3 to the 1987 form 10-K. | ||||
3 | .4 | Amendment No. 3 to Amended and Restated Agreement of Limited Partnership of Concord Milestone Plus, L.P. Incorporated herein by reference to Exhibit 3.4 to the 1987 Form 10-K. | ||||
3 | .5 | Amendment No. 4 to Amended and Restated Agreement of Limited Partnership of Concord Milestone Plus, L.P. Incorporated herein by reference to Exhibit 3.5 to the 1987 Form 10-K. | ||||
3 | .6 | Amendment No. 5 to Amended and Restated Agreement of Limited Partnership of Concord Milestone Plus, L.P. Incorporated herein by reference to Exhibit 3.6 to the Partnership’s Form 10-K for the fiscal year ended December 31, 1988. | ||||
10 | .1 | Purchase and Sale Agreement and Escrow Instructions, entered into on November 21, 2006, by and between the Partnership and Holualoa Arizona, Inc. (‘‘Holualoa’’), for the sale of the Green Valley Property. Incorporated herein by reference to Exhibit 10.1 of the Partnership’s Current Report on Form 8-K dated November 21, 2006. | ||||
10 | .2 | First Amendment to Purchase and Sale Agreement and Escrow Instructions, entered into as of February 21, 2007, between the Partnership and Holualoa. Incorporated herein by reference to Exhibit 10.10 to the Partnership’s Form 10-KSB for the fiscal year ended December 31, 2006. | ||||
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. |
12
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 10, 2007 | CONCORD MILESTONE PLUS, L.P. (Registrant) | |||||
By: | CM PLUS CORPORATION | |||||
General Partner | ||||||
By: | /S/ Leonard Mandor | |||||
Leonard Mandor President |
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