-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VmSgL/2MxZ9wqF9+4o4sLWvlLqKjMCskTiJdtGHFELqd4gAU87eLzfYMtTMMTYMW pzUwz+e5uTNXg5FHRibw4Q== 0000808460-98-000004.txt : 19980515 0000808460-98-000004.hdr.sgml : 19980515 ACCESSION NUMBER: 0000808460-98-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980514 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONCORD MILESTONE PLUS L P CENTRAL INDEX KEY: 0000808460 STANDARD INDUSTRIAL CLASSIFICATION: LESSORS OF REAL PROPERTY, NEC [6519] IRS NUMBER: 521494615 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-16757 FILM NUMBER: 98619701 BUSINESS ADDRESS: STREET 1: 5200 TOWN CENTER CIR STREET 2: 4TH FLOOR CITY: BOCA RATON STATE: FL ZIP: 33486 BUSINESS PHONE: 4073949260 10-Q 1 QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM 10-Q (mark one) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 1998 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-16757 CONCORD MILESTONE PLUS, L.P. (Exact Name of Registrant as Specified in its Charter) Delaware 52-1494615 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 150 EAST PALMETTO PARK ROAD 4TH FLOOR BOCA RATON, FLORIDA 33432 (Address of Principal Executive Offices) (Zip Code) (561) 394-9260 Registrant's Telephone Number, Including Area Code Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing for the past 90 days. Yes X No PART I - FINANCIAL INFORMATION Item 1. Financial Statements CONCORD MILESTONE PLUS, L.P. (a Limited Partnership) BALANCE SHEETS MARCH 31, 1998 (Unaudited) AND DECEMBER 31, 1997 ASSETS
March 31, 1998 December 31, 1997 Property, at cost Building and improvements ................................................................. $ 15,469,687 $ 15,453,945 Less: accumulated depreciation ............................................................ 5,574,259 5,413,087 --------------- --------------- Building and improvements, net ............................................................ 9,895,428 10,040,858 Land ...................................................................................... 10,987,034 10,987,034 --------------- --------------- Total property ............................................................................ 20,882,462 21,027,892 Cash and cash equivalents ..................................................................... 224,139 257,905 Accounts receivable ........................................................................... 149,145 123,152 Restricted cash ............................................................................... 307,005 269,895 Prepaid expenses and other assets, net ........................................................ 81,964 67,516 Debt financing costs, net ..................................................................... 297,670 305,504 --------------- --------------- Total assets ............................................................................ $ 21,942,385 $ 22,051,864 =============== =============== LIABILITIES AND PARTNERS' CAPITAL Liabilities: Mortgage loans payable ........................................................................ $ 16,636,964 $ 16,683,574 Accrued interest .............................................................................. 116,985 117,308 Accrued expenses and other liabilities ........................................................ 336,501 341,263 Accrued expenses payable to affiliates ........................................................ 14,602 73,935 --------------- --------------- Total liabilities ......................................................................... 17,105,052 17,216,080 --------------- --------------- Partners' capital: General partner ............................................................................... (74,192) (74,207) Limited partners: Class A Interests, 1,518,800 .............................................................. 4,911,525 4,909,991 --------------- --------------- Total partners' capital ................................................................... 4,837,333 4,835,784 --------------- --------------- Total liabilities and partners' capital ................................................... $ 21,942,385 $ 22,051,864 =============== ===============
See Accompanying Notes to Financial Statements -2- CONCORD MILESTONE PLUS, L.P. (a Limited Partnership) STATEMENTS OF REVENUES AND EXPENSES (Unaudited) FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
March 31,1998 March 31, 1997 Revenues: Rent .......................................................................................... $ 628,805 $ 692,868 Reimbursed expenses ........................................................................... 109,695 115,241 Interest and other income ..................................................................... 2,662 6,140 --------------- --------------- Total revenues ............................................................................ 741,162 814,249 --------------- --------------- Expenses: Interest expense .............................................................................. 339,387 411,300 Depreciation and amortization ................................................................. 171,801 142,606 Management and property expenses .............................................................. 177,139 191,758 Administrative and management fees to related party ........................................... 33,181 34,858 Professional fees and other expenses .......................................................... 18,105 24,395 --------------- --------------- Total expenses ............................................................................ 739,613 804,917 --------------- --------------- Net income .................................................................................... $ 1,549 $ 9,332 =============== =============== Net income attributable to: Limited partners .......................................................................... $ 1,534 $ 9,239 General partner ........................................................................... 15 93 --------------- --------------- Net income .................................................................................... $ 1,549 $ 9,332 =============== =============== Income per weighted average Limited Partnership 100 Class A Interests outstanding ......................................................................... $ .10 $ .61 =============== =============== Weighted average number of 100 Class A interests outstanding ................................................................. 15,188 15,188 =============== ===============
See Accompanying Notes to Financial Statements -3- CONCORD MILESTONE PLUS, L.P. (a Limited Partnership) STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (Unaudited) FOR THE THREE MONTHS ENDED MARCH 31, 1998
General Class A Total Partner Interests PARTNERS' CAPITAL (DEFICIT) January 1, 1998 ............................... $ 4,835,784 $ (74,207) $ 4,909,991 Distributions ....................................... -- -- -- Net Income .......................................... 1,549 15 1,534 -------------------- -------------------- -------------------- PARTNERS' CAPITAL (DEFICIT) March 31, 1998 ................................ $ 4,837,333 $ (74,192) $ 4,911,525 ==================== ==================== ====================
See Accompanying Notes to Financial Statements -4- CONCORD MILESTONE PLUS, L.P. (a Limited Partnership) STATEMENTS OF CASH FLOWS (Unaudited) FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
March 31,1998 March 31, 1997 CASH FLOWS FROM OPERATING ACTIVITIES: Net income ............................................................................... $ 1,549 $ 9,332 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization .................................................... 171,801 142,606 Change in operating assets and liabilities: (Increase) decrease in accounts receivable ....................................... (25,993) 14,233 Increase in prepaid expenses and other assets, net ................................................................. (17,244) (49,289) (Decrease) increase in accrued interest .......................................... (323) 411,300 (Decrease) increase in accrued expenses and other liabilities ....................................................... (4,762) 62,379 (Decrease) increase in due to affiliate .......................................... (59,333) 3,599 --------------- --------------- Net cash provided by operating activities ................................................ 65,695 594,160 --------------- --------------- CASH FLOWS FROM INVESTING ACTIVITIES: Property improvements ............................................................ (15,741) (31,261) --------------- --------------- CASH FLOWS FROM FINANCING ACTIVITIES: Increase in restricted cash ...................................................... (37,110) 0 Principal repayments on mortgage loans payable ................................... (46,610) 0 Cash distributions to partners ................................................... 0 (52,007) --------------- --------------- Net cash used in financing activities .................................................... (83,720) (52,007) NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ...................................................................... (33,766) 510,892 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD .............................................................. 257,905 326,120 --------------- --------------- CASH AND CASH EQUIVALENTS, END OF PERIOD .................................................................... $ 224,139 $ 837,012 =============== =============== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for interest ................................................. $ 339,710 $ 0 =============== ===============
See Accompanying Notes to Financial Statements -5- CONCORD MILESTONE PLUS, L.P. (a Limited Partnership) NOTES TO FINANCIAL STATEMENTS (Unaudited) FOR THE THREE MONTHS ENDED MARCH 31, 1998 The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 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 have been included. The financial statements as of and for the period ended March 31, 1998 and 1997 are unaudited. The results of operations for the interim periods are not necessarily indicative of the results of operations for the fiscal year. Certain information for 1997 has been reclassified to conform to the 1998 presentation. These financial statements should be read in conjunction with the financial statements and footnotes included thereto in the Partnership's financial statements filed on form 10-K for the year ended December 31, 1997. Recently Issued Accounting Pronouncements The Partnership adopted Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income" in the first quarter of 1998. Because the Partnership has no items of other comprehensive income, adoption of this standard had no effect on current or prior financial statement displays. The Partnership also adopted SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information" in the first quarter of 1998. Adoption of SFAS No. 131 did not have a material effect on disclosures presented by the Partnership, as the Partnership operates as a single segment. -6- Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations General Certain statements made in this report constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such forward-looking statements include statements regarding the intent, belief or current expectations of the Partnership and its management and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Partnership to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among other things, 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; adverse changes in the real estate markets including, among other things, competition with other Partnerships; risks of real estate development and acquisition; governmental actions and initiatives; and environment/safety requirements. 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 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. -7- 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 consists 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. Results of Operations Comparison of Three Months Ended March 31, 1998 to Three Months Ended March 31, 1997 The Partnership recognized net income of $1,549 for the three months ended March 31, 1998 as compared to income of $9,332 for the same period in 1997 due to the following factors: A decrease in revenues of $73,087, or 9.0%, to $741,162 for the three months ended March 31, 1998 as compared to $814,249 for the three months ended March 31, 1997 primarily due to the following: (1) a decrease in base rent revenue primarily due to two additional vacancies in 1998; (2) a decrease in percentage rent revenue due to a decline in tenant sales and (3) a decrease in tenant reimbursements due to a reduction in management and property expenses. A decrease in management and property expenses of $14,619, or 7.6%, to $177,139 for the three months ended March 31, 1998 as compared to $191,758 for the three months ended March 31, 1997 primarily due to the following: (1) common area expenses decreasing as a result of cost savings efforts by management, and (2) reduced insurance expense due to lower insurance premiums. A decrease in interest expense of $71,913, or 17.5%, to $339,387 for the three months ended March 31, 1998 as compared to $411,300 for the three months ended March 31, 1997 due to a decrease of approximately 2% in the interest rate on the mortgage loans in 1998 compared to the interest rate on the bonds payable in 1997. The Partnership closed on three new fixed rate first mortgage loans in September 1997, the proceeds of which were used to redeem all of the then outstanding bonds payable. -8- An increase in depreciation and amortization expense of $29,195, or 20.5%, to $171,801 for the three months ended March 31, 1998 as compared to $142,606 for the three months ended March 31,1997 primarily due to the following: (1) an increase in depreciation expense due to property improvements expenditures throughout 1997, and (2) an increase in amortization expense due to debt financing costs associated with the 1997 bond refinancing. A decrease in professional fees and other expenses of $6,290, or 25.8%, to $18,105 for the three months ended March 31, 1998 as compared to $24,395 for the three months ended March 31, 1997 due to trustee fees no longer being paid in 1998 as the bonds payable were refinanced during September 1997. 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 operating requirements for the next twelve months. 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. Currently, a significant amount (approximately $307,000) of the Partnership's working capital is still in the control of the holder of the first mortgage as funds held in escrow for real estate taxes, and pending resolution of certain circumstances. There are currently no material commitments for capital expenditures. The Partnership suspended making distributions subsequent to the first quarter of 1997 due to the cost of addressing an environmental issue identified at the Valencia Property and payment of certain expenses relative to the refinancing. The Partnership is anticipating resuming distributions as soon as the Partnership's working capital requirements are funded. Management is not aware of any other trends, events, commitments or uncertainties that will or are likely to materially impact the Partnership's liquidity. Net cash provided by operating activities of $65,695 for the three months ended March 31, 1998 included (i) a net income of $1,549 (ii) non-cash adjustments of $171,801 for depreciation and amortization expense and (iii) a net change in operating assets and liabilities of $107,655. Net cash provided by operating activities of $594,160 for the three months ended March 31, 1997 included (i) net income of $9,332, (ii) non-cash adjustments of $142,606 for depreciation and amortization expense and (iii) a net change in operating assets and liabilities of $442,222. -9- Net cash used in investing activities of $15,741 for the three months ended March 31, 1998 was for capital expenditures for property improvements. Net cash used in investing activities of $31,261 for the three months ended March 31, 1997 was for capital expenditures for property improvements. Net cash used in financing activities of $83,720 for the three months ended March 31, 1998 included (i) principal repayments on mortgage loans payable of $46,610 and (ii) an increase in restricted cash of $37,110. Net cash used in financing activities of $52,007 for the three months ended March 31, 1997 was for cash distributions to partners. PART II - OTHER INFORMATION Item 6. Reports on Form 8-K (b) No reports on form 8-K were filed during the quarter covered by this Report. -10- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DATE: May 8, 1998 CONCORD MILESTONE PLUS, L.P. ------------------------- ---------------------------- (Registrant) BY: CM PLUS CORPORATION General Partner By: /S/ Robert Mandor Robert Mandor Director and Vice President By: /S/ Patrick Kirse Patrick Kirse Treasurer and Controller -11- EX-27 2 FDS
5 1 3-MOS DEC-31-1998 JAN-01-1998 MAR-31-1998 224,139 0 149,145 0 0 0 26,456,721 5,574,259 21,942,385 0 16,636,964 0 0 0 4,837,333 21,942,385 0 741,162 0 400,226 0 0 339,387 1,549 0 0 0 0 0 1,549 0.10 0
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