UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2008
Commission file number000-16757
CONCORD MILESTONE PLUS, L.P.
(Exact name of registrant 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
(Registrant’s telephone number)
Indicate by check mark whether the registrant (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. Yesþ Noo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
| | | | | | |
Large accelerated filero | | Accelerated filero | | Non-accelerated filero | | Smaller reporting companyþ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Noþ
As of November 1, 2008, 1,518,800 Class A interests and 2,111,072 Class B interests were outstanding.
TABLE OF CONTENTS
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
CONCORD MILESTONE PLUS, L.P.
(a Limited Partnership)
BALANCE SHEETS
SEPTEMBER 30, 2008 (Unaudited) AND DECEMBER 31, 2007
| | | | | | | | |
| | September 30, 2008 | | | December 31, 2007 | |
Assets: | | | | | | | | |
Property: | | | | | | | | |
Building and improvements, at cost | | $ | 11,435,682 | | | $ | 11,376,549 | |
Less: accumulated depreciation | | | 7,879,328 | | | | 7,581,889 | |
| | | | | | |
Building and improvements, net | | | 3,556,354 | | | | 3,794,660 | |
Land, at cost | | | 6,930,000 | | | | 6,930,000 | |
| | | | | | |
Property, net | | | 10,486,354 | | | | 10,724,660 | |
| | | | | | | | |
Cash and cash equivalents | | | 1,129,607 | | | | 760,359 | |
Accounts receivable, net | | | 110,524 | | | | 160,979 | |
Restricted cash | | | — | | | | 2,461 | |
Prepaid expenses and other assets, net | | | 192,561 | | | | 181,585 | |
| | | | | | |
| | | | | | | | |
Total assets | | $ | 11,919,046 | | | $ | 11,830,044 | |
| | | | | | |
| | | | | | | | |
Liabilities: | | | | | | | | |
Deposits | | | 56,248 | | | | 58,174 | |
Accrued expenses and other liabilities | | | 179,395 | | | | 160,369 | |
Accrued expenses payable to affiliates | | | 1,683 | | | | 2,104 | |
| | | | | | |
| | | | | | | | |
Total liabilities | | | 237,326 | | | | 220,647 | |
| | | | | | |
| | | | | | | | |
Partners’ capital: | | | | | | | | |
General partner | | | 73,499 | | | | 72,776 | |
Limited partners: | | | | | | | | |
Class A Interests, 1,518,800 issued and outstanding | | | 11,608,221 | | | | 11,536,621 | |
Class B Interests, 2,111,072 issued and outstanding | | | — | | | | — | |
| | | | | | |
Total partners’ capital | | | 11,681,720 | | | | 11,609,397 | |
| | | | | | |
| | | | | | | | |
Total liabilities and partners’ capital | | $ | 11,919,046 | | | $ | 11,830,044 | |
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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 SEPTEMBER 30, 2008 AND 2007
| | | | | | | | |
| | September 30, 2008 | | | September 30, 2007 | |
Revenues: | | | | | | | | |
Rent | | $ | 473,908 | | | $ | 478,683 | |
Reimbursed expenses | | | 108,143 | | | | 80,824 | |
Interest and other income | | | 3,707 | | | | 22,460 | |
| | | | | | |
| | | | | | | | |
Total revenues | | | 585,758 | | | | 581,967 | |
| | | | | | |
| | | | | | | | |
Expenses: | | | | | | | | |
Interest expense | | | — | | | | 37,418 | |
Depreciation and amortization | | | 98,692 | | | | 112,412 | |
Property expenses | | | 130,665 | | | | 174,801 | |
Administrative and management fees to related party | | | 40,608 | | | | 39,413 | |
Professional fees and other expenses | | | 31,801 | | | | 37,824 | |
| | | | | | |
| | | | | | | | |
Total expenses | | | 301,766 | | | | 401,868 | |
| | | | | | |
| | | | | | | | |
Income from continuing operations | | | 283,992 | | | | 180,099 | |
| | | | | | | | |
Income from discontinued operations | | | — | | | | 18,179 | |
| | | | | | | | |
Net income | | $ | 283,992 | | | $ | 198,278 | |
| | | | | | |
| | | | | | | | |
Net income attributable to: | | | | | | | | |
| | | | | | | | |
Limited partners from continuing operations | | $ | 281,152 | | | $ | 178,297 | |
Limited partners from discontinued operations | | | — | | | | 17,998 | |
| | | | | | | | |
General partner from continuing operations | | | 2,840 | | | | 1,801 | |
General partner from discontinuing operations | | | — | | | | 182 | |
| | | | | | |
| | | | | | | | |
Net Income | | $ | 283,992 | | | $ | 198,278 | |
| | | | | | |
| | | | | | | | |
Income from continuing operations per weighted average Limited Partnership 100 Class A Interests outstanding | | $ | 18.70 | | | $ | 11.86 | |
| | | | | | | | |
Income from discontinued operations per weighted average Limited Partnership 100 Class A Interests outstanding | | | — | | | | 1.20 | |
| | | | | | |
| | | | | | | | |
Net income per weighted average Limited Partnership 100 Class A Interests outstanding | | $ | 18.70 | | | $ | 13.06 | |
| | | | | | |
| | | | | | | | |
Distribution per weighted average Limited Partnership 100 Class A Interests outstanding | | $ | 16.46 | | | $ | — | |
| | | | | | |
| | | | | | | | |
Weighted average number of 100 Class A Interests outstanding | | | 15,188 | | | | 15,188 | |
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See Accompanying Notes to Financial Statements
3
CONCORD MILESTONE PLUS, L.P.
(a Limited Partnership)
STATEMENTS OF REVENUES AND EXPENSES
(Unaudited)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
| | | | | | | | |
| | September 30, 2008 | | | September 30, 2007 | |
Revenues: | | | | | | | | |
Rent | | $ | 1,454,523 | | | $ | 1,443,802 | |
Reimbursed expenses | | | 328,624 | | | | 288,546 | |
Interest and other income | | | 21,849 | | | | 80,229 | |
| | | | | | |
| | | | | | | | |
Total revenues | | | 1,804,996 | | | | 1,812,577 | |
| | | | | | |
| | | | | | | | |
Expenses: | | | | | | | | |
Interest expense | | | — | | | | 384,530 | |
Depreciation and amortization | | | 297,439 | | | | 332,733 | |
Property expenses | | | 428,520 | | | | 500,340 | |
Administrative and management fees to related party | | | 123,365 | | | | 145,722 | |
Professional fees and other expenses | | | 133,349 | | | | 182,374 | |
| | | | | | |
| | | | | | | | |
Total expenses | | | 982,673 | | | | 1,545,699 | |
| | | | | | |
| | | | | | | | |
Income from continuing operations | | | 822,323 | | | | 266,878 | |
| | | | | | | | |
Income from discontinued operations (including gain on disposal of $6,806,629) | | | — | | | | 6,858,814 | |
| | | | | | |
| | | | | | | | |
Net income | | $ | 822,323 | | | $ | 7,125,692 | |
| | | | | | |
| | | | | | | | |
Net income attributable to: | | | | | | | | |
| | | | | | | | |
Limited partners from continuing operations | | $ | 814,100 | | | $ | 264,210 | |
Limited partners from discontinued operations | | | — | | | | 6,790,225 | |
| | | | | | | | |
General partner from continuing operations | | | 8,223 | | | | 2,669 | |
General partner from discontinuing operations | | | — | | | | 68,588 | |
| | | | | | |
| | | | | | | | |
Net income | | $ | 822,323 | | | $ | 7,125,692 | |
| | | | | | |
| | | | | | | | |
Income from continuing operations per weighted average Limited Partnership 100 Class A Interests outstanding | | $ | 54.14 | | | $ | 17.57 | |
| | | | | | | | |
Income from discontinued operations per weighted average Limited Partnership 100 Class A Interests outstanding | | | — | | | | 451.59 | |
| | | | | | |
| | | | | | | | |
Net income per weighted average Limited Partnership 100 Class A Interests outstanding | | $ | 54.14 | | | $ | 469.17 | |
| | | | | | |
| | | | | | | | |
Distribution per weighted average Limited Partnership 100 Class A Interests outstanding | | $ | 49.38 | | | $ | 6.58 | |
| | | | | | |
| | | | | | | | |
Weighted average number of 100 Class A Interests outstanding | | | 15,188 | | | | 15,188 | |
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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, 2008
| | | | | | | | | | | | | | | | |
| | | | | | General | | | Class A | | | Class B | |
| | Total | | | Partner | | | Interests | | | Interests | |
| | | | | | | | | | | | | | | | |
PARTNERS’ CAPITAL | | | | | | | | | | | | | | | | |
January 1, 2008 | | $ | 11,609,397 | | | $ | 72,776 | | | $ | 11,536,621 | | | $ | — | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
1st Quarter 2008 Distribution | | | (250,000 | ) | | | (2,500 | ) | | | (247,500 | ) | | | — | |
2nd Quarter 2008 Distribution | | | (250,000 | ) | | | (2,500 | ) | | | (247,500 | ) | | | | |
3rd Quarter 2008 Distribution | | | (250,000 | ) | | | (2,500 | ) | | | (247,500 | ) | | | | |
Net Income | | | 822,323 | | | | 8,223 | | | | 814,100 | | | | — | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
PARTNERS’ CAPITAL | | | | | | | | | | | | | | | | |
September 30, 2008 | | $ | 11,681,720 | | | $ | 73,499 | | | $ | 11,608,221 | | | | — | |
| | | | | | | | | | | | |
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, 2008 AND 2007
| | | | | | | | |
| | September 30, 2008 | | | September 30, 2007 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | |
Net Income | | $ | 822,323 | | | $ | 7,125,692 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | |
Depreciation and amortization | | | 297,439 | | | | 378,617 | |
Gain on disposal of assets from discontinued operation | | | — | | | | (6,806,629 | ) |
Change in operating assets and liabilities: | | | | | | | | |
Decrease in accounts receivable | | | 50,455 | | | | 89,400 | |
Increase in prepaid expenses and other assets, net | | | (10,975 | ) | | | (17,799 | ) |
Decrease in accrued interest | | | — | | | | (102,049 | ) |
Increase (decrease) in accrued expenses and other liabilities | | | 17,099 | | | | (281,784 | ) |
Decrease in accrued expenses payable to affiliates | | | (421 | ) | | | — | |
| | | | | | |
| | | | | | | | |
Net cash provided by operating activities | | | 1,175,920 | | | | 421,046 | |
| | | | | | |
| | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITY: | | | | | | | | |
Property improvements | | | (59,133 | ) | | | (121,281 | ) |
Proceeds from sale of property | | | — | | | | 12,750,000 | |
| | | | | | |
| | | | | | | | |
Net cash (used) provided by investing activities | | | (59,133 | ) | | | 12,628,719 | |
| | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | |
Decrease in restricted cash | | | 2,461 | | | | 73,743 | |
Principal repayments on mortgage loans payable | | | — | | | | (14,511,612 | ) |
Cash distributions to partners | | | (750,000 | ) | | | (100,000 | ) |
| | | | | | |
| | | | | | | | |
Net cash used in financing activities | | | (747,539 | ) | | | (14,537,869 | ) |
| | | | | | |
| | | | | | | | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | | | 369,248 | | | | (1,488,104 | ) |
| | | | | | | | |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | | | 760,359 | | | | 1,848,920 | |
| | | | | | |
| | | | | | | | |
CASH AND CASH EQUIVALENTS, END OF PERIOD | | $ | 1,129,607 | | | $ | 360,816 | |
| | | | | | |
| | | | | | | | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | | | | | | | | |
| | | | | | | | |
Cash paid during the period for interest | | $ | — | | | $ | 551,224 | |
| | | | | | |
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, 2008
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-Q and Rule 8-03 of Regulation S-X. 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, 2008 and 2007 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, 2007.
(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”). 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 satisfy the mortgage loan on the Green Valley Property, $7,071,162 to satisfy the mortgage loan on the Partnership’s shopping center in Valencia, California, and the balance to increase its working capital reserves.
Based on FAS 144,Accounting for the Impairment or Disposal of Long-Lived Assets, the results of operations related to the Green Valley Property for the nine months ended September 30, 2007 have been classified and are presented as discontinued operations. There was no income from discontinued operations for the nine months ended September 30, 2008.
An income statement of the Green Valley Property for the nine months ended September 30, 2007 is as follows:
| | | | |
REVENUE | | | | |
Rent | | $ | 402,230 | |
Reimbursed expenses | | | 172,543 | |
Interest and other income | | | 26,483 | |
Gain on sale of asset | | | 6,806,629 | |
| | | |
Total revenues | | | 7,407,885 | |
| | | | |
EXPENSES | | | | |
Interest expense | | | 166,694 | |
Depreciation and amortization | | | 45,885 | |
Management and property expenses | | | 287,703 | |
Administrative and management fees to related party | | | 43,208 | |
Professional fees and other expenses | | | 5,581 | |
| | | |
Total expenses | | | 549,071 | |
| | | |
| | | | |
Net income from discontinued operations | | $ | 6,858,814 | |
| | | |
(2) Subsequent Events:
On October 22, 2008, the General Partner resolved to make a cash distribution equal to $0.16296 per Class A Interest to be paid in November 2008 to the holders of Class A Interests as of September 30, 2008.
7
(3) Recent accounting pronouncements:
In September 2006, the Financial Accounting Standards Board (the “FASB”) issued SFAS No. 157, “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 also applies under other accounting pronouncements that require or permit fair value measurements in any new circumstances. SFAS No. 157 is effective as of January 1, 2008. The Partnership adopted SFAS No. 157 with no material impact on its results of operations or financial position.
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115.” SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Partnership adopted SFAS No. 159 with no material impact on its results of operations or financial position.
In March, 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133,” which changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosure about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application permitted. The Partnership adopted SFAS No. 161 with no material impact on its results of operations or financial position.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
General
This Form 10-Q 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. 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
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. A third shopping center, located in Green Valley, Arizona, was sold by the Partnership on May 23, 2007.
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. 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. The Partnership redeemed all of the outstanding Bonds as of September 30, 1997 with the proceeds of three fixed rate mortgage loans, which have since been satisfied.
8
Results of Operations
Comparison of Three Months Ended September 30, 2008 to Three Months Ended September 30, 2007
The Partnership recognized income from continuing operations of $283,992 for the three months ended September 30, 2008 as compared to income from continuing operations of $180,099 for the same period in 2007. The increase is primarily due to the following factors:
| • | | An increase in revenue from continuing operations of $3,791, or 0.6 %, to $585,758 for the three months ended September 30, 2008 as compared to $581,967 for the three months ended September 30, 2007. Such increase is primarily due to an increase in common area maintenance and insurance expenses reimbursed by tenants of $27,319. This increase was partially offset by a decrease of $4,775 of rent and percentage rent and $18,752 in interest income attributable to lower interest rates and cash balances. |
| • | | A decrease in expenses from continuing operations of $100,102, or 25%, to $301,766 for the three months ended September 30, 2008 as compared to $401,868 for the three months ended September 30, 2007. The decrease is largely due to a decrease in interest expense of $37,418 due to the satisfaction of the mortgage loans on the Searcy and Valencia properties, a decrease of $44,136 in property expenses, primarily attributable to appraisals, land surveys and environmental studies conducted in 2007 in connection with the Partnership’s efforts to refinance the Searcy and Valencia mortgage loans and costs associated with new leases, offset by a decrease of 1,195 in administrative and management fees, a decrease of $6,023 in professional, accounting and legal fees related to such mortgage refinancing, and a decrease in depreciation and amortization expenses of $13,720 for assets that were fully depreciated and debt financing costs that were fully amortized. |
The Partnership sold the Green Valley property on May 23, 2007. Income from discontinued operations for the three months ended June 30, 2007 was $18,179.
Comparison of Nine Months Ended September 30, 2008 to Nine Months Ended September 30, 2007
The Partnership recognized income from continuing operations of $822,323 for the nine months ended September 30, 2008 as compared to income from continuing operations of $266,878 for the same period in 2007. The increase is primarily due to the following factors:
| • | | A decrease in revenue from continuing operations of $7,580, or 0.4%, to $1,804,996 for the nine months ended September 30, 2008 as compared to $1,812,577 for the nine months ended September 30, 2007. Such decrease is primarily due to a decrease of $58,380 in interest income attributable to lower interest rates and cash balances. This decrease was partially offset by an increase of $10,721 in rent and percentage rent of current tenants, an increase of $40,077 in reimbursed common area maintenance and insurance expenses, and $10,000 of increased revenue for granting a cross easement to the adjacent landowner at the Searcy property. |
| • | | A decrease in expenses from continuing operations of $563,025, or 36%, to $982,672 for the nine months ended September 30, 2008 as compared to $1,545,698 for the nine months ended September 30, 2007. The decrease is due to a decrease in interest expense of $384,530 resulting from the satisfaction of the loans on the Searcy and Valencia properties, a decrease in property expenses of $71,820 primarily attributable to appraisals, land surveys and environmental studies conducted in 2007 in connection with the Partnership’s efforts to refinance the Searcy and Valencia mortgage loans and costs associated with new leases, a decrease of $49,025 in professional, accounting and legal fees related to such mortgage refinancing, a decrease of $22,357 in administrative and management fees, and a decrease in depreciation and amortization expenses of $35,294 for assets that were fully depreciated and debt financing costs that were fully amortized. |
The Partnership sold the Green Valley property on May 23, 2007. Income from discontinued operations was $6,858,814 for the nine months ended September 30, 2007.
9
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. 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.
Distributions of $250,000 each were paid in January 2008, May 2008 and August 2008. The Partnership intends to make an additional distribution of $250,000 in November 2008. 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.
Current rules adopted by the SEC to implement Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX”) require the Partnership to provide in its annual reports (i) a report of management on the effectiveness of the Partnership’s internal control over financial reporting, beginning with the annual report for its first fiscal year ending on or after December 15, 2007, and (ii) the auditor’s attestation report on management’s assessment of the Partnership’s internal control over financial reporting, beginning with the annual report for its first fiscal year ending on or after December 15, 2009. To assist the Partnership with its compliance with these and other SOX requirements, the Partnership retained the services of specialized consultants.
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, 2008 may be used (a) for the capital improvement requirements of the Partnership’s properties, (b) to pay the November 2008 distribution to partners of $250,000 and future distributions, (c) for other general Partnership purposes, including the costs of leasing vacant space, and (d) for other regulatory and public company costs.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable pursuant to Item 305(e) of Regulation S-K.
Item 4T. 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 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.
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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 10.20 to the Registrant’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. |
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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 12, 2008 | CONCORD MILESTONE PLUS, L.P. | |
| (Registrant) | |
| BY: | CM PLUS CORPORATION | |
| | General Partner | |
| | |
| By: | /s/ Leonard Mandor | |
| | Leonard Mandor | |
| | President | |
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EXHIBIT INDEX
| | | | |
Exhibit | | |
Number | | Description |
| | | | |
| 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. |
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