-----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, ED6ybeOPfUDLu+fKxKnaFQ4A6mrhp0Zs0L3TTdKT3pBBbbsAW/q4vCMBkj4WdRyI y5yyDyUlCiPhV8LdZvocRA== 0000858387-00-000004.txt : 20000515 0000858387-00-000004.hdr.sgml : 20000515 ACCESSION NUMBER: 0000858387-00-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000512 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: 627517 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 RESULTS 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, 2000 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 requirements 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, 2000 (Unaudited) AND DECEMBER 31, 1999
Assets March 31, 2000 December 31, 1999 -------------- ----------------- Property: Building and improvements, at cost $15,752,582 $15,744,707 Less: accumulated depreciation 6,751,684 6,605,544 ---------- ---------- Building and improvements, net 9,000,898 9,139,163 Land, at cost 10,987,034 10,987,034 ---------- ---------- Property, net 19,987,932 20,126,197 Cash and cash equivalents 635,325 561,737 Accounts receivable 227,125 209,899 Restricted cash 304,245 215,400 Debt financing costs, net 235,003 242,836 Prepaid expenses and other assets, net 58,111 67,306 ------------ ------------ Total assets $21,447,741 $21,423,375 ========== ========== Liabilities Mortgage loans payable $16,278,301 $16,327,881 Accrued interest 110,742 114,809 Accrued expenses 200,302 112,462 Deferred income and other liabilities 174,878 153,481 Accrued expenses payable to affiliates 43,706 51,999 ------------ ------------ Total liabilities 16,807,929 16,760,632 ---------- ---------- Partners' capital: General partner (76,166) (75,937) Limited partners: Class A Interests, 1,518,800 4,715,978 4,738,680 Class B Interests, 2,111,072 0 0 --------------- ---------------- Total partners' capital 4,639,812 4,662,743 ---------- ----------- Total liabilities and partners' capital $21,447,741 $21,423,375 ========== ==========
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, 2000 AND 1999
March 31, 2000 March 31, 1999 Revenues: Rent $631,613 $648,090 Reimbursed expenses 110,289 118,466 Interest and other income 5,904 3,633 ---------- ----------- Total revenues 747,806 770,189 -------- --------- Expenses: Interest expense 332,671 336,495 Depreciation and amortization 156,209 165,844 Management and property expenses 216,109 210,175 Administrative and management fees to related party 47,891 38,774 Professional fees and other expenses 17,857 17,593 --------- --------- Total expenses 770,737 768,881 -------- -------- Net (loss) income $(22,931) $ 1,308 ======= ======== Net (loss) income attributable to: Limited partners $(22,702) $1,295 General partner (229) 13 --------- --------- Net (loss) income $(22,931) $ 1,308 ======= ======= (Loss) income per weighted average Limited Partnership 100 Class A Interests outstanding $ (1.51) $ .09 -------- ========= 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, 2000
General Class A Class B Total Partner Interests Interests PARTNERS' CAPITAL (DEFICIT) January 1, 2000 $4,662,743 $(75,937) $4,738,680 $ 0 Net Loss (22,931) (229) (22,702) 0 ----------- ---------- ---------- -------------- PARTNERS' CAPITAL (DEFICIT) March 31, 2000 $4,639,812 $(76,166) $4,715,978 $ 0 ========= ====== ========= ==============
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, 2000 AND 1999
March 31, 2000 March 31, 1999 CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) income $(22,931) $1,308 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation and amortization 156,209 165,844 Change in operating assets and liabilities: (Increase) decrease in accounts receivable (17,226) 19,511 Decrease in prepaid expenses and other assets, net 6,958 12,911 Decrease in accrued interest (4,067) (348) Increase in accrued expenses, deferred income and other liabilities 109,237 31,351 Decrease in accrued expenses payable to affiliates (8,293) (29,800) -------- ------- Net cash provided by operating activities 219,887 200,777 ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Property improvements (7,874) (21,550) ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Increase in restricted cash (88,845) (88,129) Principal repayments on mortgage loans payable (49,580) (49,477) Cash distributions to partners 0 (50,001) ---------- ------- Net cash used in financing activities (138,425) (187,607) NET INCREASE (DECREASE) CASH AND CASH EQUIVALENTS 73,588 (8,380) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 561,737 436,256 -------- ------- CASH AND CASH EQUIVALENTS, END OF PERIOD $635,325 $427,876 ======= ======= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for interest $336,738 $336,843 ======= =======
See Accompanying Notes to Financial Statements -5- INDEPENDENT ACCOUNTANTS' REPORT To the Board of Directors and Partners of Concord Milestone Plus, L.P. We have reviewed the accompanying balance sheet of Concord Milestone Plus, L.P. (the "Partnership") as of March 31, 2000, and the related statements of revenues and expenses, changes in partners' capital, and cash flows for the three month period then ended. These financial statements are the responsibility of the management of the Partnership. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying March 31, 2000 financial statements for them to be in conformity with generally accepted accounting principles. /s/ Ahearn, Jasco + Company, P.A. AHEARN, JASCO + COMPANY, P.A. Certified Public Accountants Pompano Beach, Florida May 5, 2000 -6- CONCORD MILESTONE PLUS, L.P. (a Limited Partnership) NOTES TO FINANCIAL STATEMENTS (Unaudited) FOR THE THREE MONTHS ENDED MARCH 31, 2000 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, 2000 and 1999 are unaudited. The financial statements for the period ended March 31, 2000 have been reviewed by an independent public accountant pursuant to Rule 10-01(d) of Regulation S-X and following applicable standards for conducting such reviews, and the report of the accountant is included as part of this filing. The results of operations for the interim periods shown in this report are not necessarily indicative of the results of operations for the fiscal year. Certain information for 1999 has been reclassified to conform to the 2000 presentation. 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-K for the year ended December 31, 1999. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations General This Form 10-Q and 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. 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 -7- 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. 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 new fixed rate mortgage loans. Each Equity Unit consisted 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 represented the Class B Interests from the sale of the Bond Units. Results of Operations Comparison of Three Months Ended March 31, 2000 to Three Months Ended March 31, 1999 The Partnership recognized net loss of $22,931 for the three months ended March 31, 2000 as compared to income of $1,308 for the same period in 1999 due to the following factors: A decrease in revenues of $22,383, or 2.9%, to $747,806 for the three months ended March 31, 2000 as compared to $770,189 for the three months ended March 31, 1999 primarily due to a decrease in base rent and tenant reimbursements revenues at both the Green Valley Property due to Abco, a principal anchor tenant, vacating its space during 1999, and at the Valencia Property due to a temporary vacancy in the first quarter of 2000. An increase in management and property expenses of $5,934, or 2.8%, to $216,109 for the three months ended March 31, 2000 as compared to $210,175 for the three months ended March 31, 1999 primarily due to an increase in real estate taxes at each of the three properties. A decrease in depreciation and amortization expense of $9,635, or 5.8% to $156,209 for the three months ended March 31, 2000 as compared to $165,844 for the three months ended March 31,1999 primarily due to certain assets reaching the end of their depreciable lives. An increase in administrative and management fees to related party of $9,117, or 23.5%, to $47,891 for the three months ended March 31, 2000 as compared to $38,774 for the three months ended March 31, 1999 due to an increase in administrative costs. 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 remainder of the year. 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. -8- During February 1999, the Partnership received notice from Abco, a principal anchor tenant at the Green Valley Property, that Abco would not be renewing its lease at the expiration of its current term on July 31, 1999. Abco vacated its space in May, 1999. No replacement tenant has yet been identified, however, the Partnership has retained a large regional real estate brokerage firm to help market the space. The brokerage firm has shown the space to several qualified prospective tenants. Many of the other tenants at the Green Valley Property have short term leases. It is not possible to determine the long-term effects of the vacancy of the Abco space. However, this vacancy could have a material adverse effect on the results of operations at the Green Valley Property by impairing the Partnership's ability to obtain new tenants, retain current tenants or renew leases with current tenants on favorable terms due to reduced traffic at the Property and by negatively affecting percentage rents. In addition, the Partnership will incur expenses in leasing the space vacated by Abco to a new tenant, and the Partnership cannot predict how soon such space will be leased and the terms of such new lease. Currently, approximately $150,000 of the Partnership's working capital is being held in escrow in connection with the refinancing by the holder of the first mortgage on the Green Valley Property (the "Lender") pending the resolution of the vacant anchor tenant space created by the departure of Abco. The Partnership periodically makes distributions to its Partners. A 1998 fourth quarter distribution of $50,001 was paid during February 1999. Also, a first quarter distribution of $50,001 was paid during May 1999 and a second quarter distribution of $20,002 was paid during August 1999. Distributions were suspended after the second quarter of 1999 following the departure of Abco from the Green Valley Property, which created vacant anchor tenant space. Further, the Partnership expects to incur material capital costs in the near term related to parking lot work at the Valencia Property, certain roof replacements at the Green Valley Property, and miscellaneous other costs at all three of the Partnership Properties. The Partnership will evaluate the amount of future distributions, if any, on a quarter by quarter basis. No assurances can be given as to the timing or amount of any future distributions by the Partnership. Management is not aware of any other significant trends, events, commitments or uncertainties that will or are likely to materially impact the Partnership's liquidity. The cash on hand at March 31, 2000 may be used to fund (a) costs associated with releasing the Abco space should the costs of releasing exceed the $150,000 already held in escrow by the Lender for this purpose, (b) material capital costs in the near term related to parking lot work at the Valencia Property and certain roof replacements at the Green Valley Property and (c) other general Partnership purposes. Net cash provided by operating activities of $219,887 for the three months ended March 31, 2000 included (i) net loss of $22,931, (ii) non-cash adjustments of $156,209 for depreciation and amortization expense and (iii) a net change in operating assets and liabilities of $86,609. Net cash provided by operating activities of $200,777 for the three months ended March 31, 1999 included (i) net income of $1,308 (ii) non-cash adjustments of $165,844 for depreciation and amortization expense and (iii) a net change in operating assets and liabilities of $33,625. Net cash used in investing activities of $7,874 for the three months ended March 31, 2000 was for capital expenditures for property improvements. Net cash used in investing activities of $21,550 for the three months ended March 31, 1999 was for capital expenditures for property improvements. -9- Net cash used in financing activities of $138,425 for the three months ended March 31, 2000 include (i) principal repayments on mortgage loans payable of $49,580 and (ii) an increase in restricted cash of $88,845. Net cash used in financing activities of $187,607 for the three months ended March 31, 1999 included (i) principal repayments on mortgage loans payable of $49,477, (ii) an increase in restricted cash of $88,129 and (iii) cash distributions to partners of $50,001. Item 3. Quantitative and Qualitative Disclosures About Market Risk. The Partnership, in its normal course of business, is theoretically exposed to interest rate changes as they relate to real estate mortgages and the effect of such mortgage rate changes on the values of real estate. However, for the Partnership, all of its mortgage debt is at fixed rates, is for extended terms, and would be unaffected by any sudden change in interest rates. The Partnership's possible risk is from increases in long-term real estate mortgage rates that may occur over a decade or more, as this may decrease the overall value of real estate. Since the Partnership has the intent to hold its existing mortgages to maturity (or until the sale of a Property), there is believed to be no interest rate market risk on the Partnership's results of operations or its working capital position. The Partnership's cash equivalents and short-term investments, if any, generally bear variable interest rates. Changes in the market rates of interest available will affect from time-to-time the interest earned by the Partnership. Since the Partnership does not rely on its interest earnings to fund working capital needs, changes in these interest rates will not have an impact on the Partnership's results of operations or working capital position. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) 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 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. -10- 3.4 Amendment No. 3 to Amended and Restated Agreement of Limited Partnership of Concord Milestone Plus, L.P. included as Exhibit 3.4 to the 1987 Form 10-K, which is incorporated herein by reference. 3.5 Amendment No. 4 to Amended and Restated Agreement of Limited Partnership of Concord Milestone Plus, L.P. included as Exhibit 3.5 to the 1987 Form 10-K, which is incorporated herein by reference. 3.6 Amendment No. 5 to Amended and Restated Agreement of Limited Partnership of Concord Milestone Plus, L.P. included as Exhibit 3.6 to Registrant's Form 10-K for the fiscal year ended December 31, 1988, which is incorporated herein by reference. 27 Financial Data Schedule is included. (b) Reports: No reports on form 8-K were filed during the quarter covered by this Report. -11- 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 5, 2000 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 -12- EX-27 2 FDS
5 1 3-MOS DEC-31-2000 JAN-01-2000 MAR-31-2000 635,325 0 227,125 0 0 0 26,739,616 6,751,684 21,447,741 0 16,278,301 0 0 0 4,639,812 21,447,741 0 747,806 0 438,066 0 0 332,671 (22,931) 0 0 0 0 0 (22,931) (1.51) 0
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