-----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, BfTi3zRKwbzzVhgsinNTRVeG1N1pCAqgqtWpNJmGNhQwIc2yd0XdsXVEVzv8cA7S 9EObce90dx40aco/pX4e4A== 0000889812-97-001130.txt : 19970514 0000889812-97-001130.hdr.sgml : 19970514 ACCESSION NUMBER: 0000889812-97-001130 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970513 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: 1934 Act SEC FILE NUMBER: 000-16757 FILM NUMBER: 97602805 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, 1997 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) 5200 TOWN CENTER CIRCLE 4TH FLOOR BOCA RATON, FLORIDA 33486 - --------------------------------------- ------------ (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, 1997 (Unaudited) AND DECEMBER 31, 1996 ASSETS March 31, 1997 December 31, 1996 -------------- ----------------- Property, at cost Building and improvements $15,390,723 $15,359,462 Less: accumulated depreciation 4,974,810 4,829,534 ----------- ----------- Building and improvements, net 10,415,913 10,529,928 Land 10,987,034 10,987,034 ----------- ----------- Total property 21,402,947 21,516,962 Cash and cash equivalents 837,012 326,120 Accounts receivable 186,742 200,975 Prepaid expenses 26,084 22,864 Other assets, net 62,402 19,854 ----------- ----------- Total assets $22,515,187 $22,086,775 =========== =========== LIABILITIES AND PARTNERS' CAPITAL Liabilities: Bonds payable, net $16,466,869 $16,473,060 Accrued interest 548,400 137,100 Accrued expenses and other liabilities 317,516 255,137 Due to affiliates 15,584 11,985 ----------- ----------- Total liabilities 17,348,369 16,877,282 ----------- ----------- Partners' capital: General partner (70,897) (70,470) Limited partners: Class A Interests, 1,518,800 5,237,715 5,279,963 ----------- ----------- Total partners' capital 5,166,818 5,209,493 ----------- ----------- Total liabilities and partners' capital $22,515,187 $22,086,775 =========== =========== 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, 1997 AND 1996 March 31, 1997 March 31, 1996 ------------- -------------- Revenues: Rent $692,868 $636,244 Reimbursed expenses 115,241 85,552 Interest and other income 6,140 3,364 -------- -------- Total revenues 814,249 725,160 -------- -------- Expenses: Interest expense 411,300 390,735 Depreciation and amortization 142,606 159,222 Management and property expenses 191,758 176,872 Administrative and management fees to related party 28,608 25,913 Professional fees and other expenses 30,645 28,764 -------- -------- Total expenses 804,917 781,506 -------- -------- Net income (loss) $ 9,332 $(56,346) ======== ======== Income (loss) per weighted average Limited Partnership 100 Class A Interests outstanding $ 0.61 $ (3.71) ======== ======== Number of limited partnership 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, 1997 General Class A Total Partner Interests -------- --------- ----------- PARTNERS' CAPITAL (DEFICIT) January 1, 1997 5,209,493 (70,470) 5,279,963 Distributions (52,007) (520) (51,487) Net Income 9,332 93 9,239 ----------- -------- ---------- PARTNERS' CAPITAL (DEFICIT) March 31, 1997 $5,166,818 $(70,897) $5,237,715 =========== ========= ========== 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, 1997 AND 1996 March 31, 1997 March 31, 1996 -------------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $9,332 $(56,346) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 142,606 159,222 Change in operating assets and liabilities: Decrease in accounts receivable 14,233 11,462 Increase in prepaid expenses (3,220) (16,374) (Increase) decrease in other assets, net (46,069) 7,596 Increase in due from affiliates, net 0 (38,685) Increase in accrued interest 411,300 390,735 Increase (decrease) in accrued expenses and other liabilities 62,379 (1,434) Increase in due to affiliate 3,599 0 ---------- --------- Net cash provided by operating activities 594,160 456,176 ---------- --------- CASH FLOWS FROM INVESTING ACTIVITY: Property improvements (31,261) (3,316) ---------- --------- CASH FLOWS FROM FINANCING ACTIVITY: Cash distributions to partners (52,007) (49,938) ---------- --------- NET INCREASE IN CASH AND CASH EQUIVALENTS 510,892 402,922 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 326,120 218,872 ---------- --------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 837,012 $ 621,794 ========== ========= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for interest $ 0 $ 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, 1997 1. The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the provisions of Rule 10-01 of Regulation S-X and the instructions to Form 10-Q. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Certain reclassifications were made to the accompanying 1996 financial statements to conform to the 1997 presentation. 2. Bonds Payable The Bonds mature on November 30, 1997, at which time the outstanding principal balance of $16,452,000 will be due. The Partnership has not yet obtained any commitments for refinancing and has not entered into any agreements to sell any of the Properties. The Partnership is currently seeking to refinance the Properties and Tri-Stone Mortgage Company ("Tri-Stone"), an affiliate of the General Partner, is assisting the Partnership, without compensation, in obtaining suitable refinancing. In the event that a refinancing sufficient to satisfy the Bonds appears unlikely, the General Partner will attempt to sell one or more of the Properties. The General Partner believes that the Partnership will be able to obtain adequate proceeds from a refinancing or sale of the Properties, or a combination of the two, to enable the Partnership to satisfy the Bonds on or prior to their maturity. Nevertheless, there can be no assurance the Partnership will be able to raise sufficient proceeds through a refinancing or sale prior to the Bond maturity date, or that the terms of any such refinancing or sale will be attractive to the Partnership. In the event that the Partnership is unable to raise adequate funds to satisfy the Bonds at maturity, there is a risk of foreclosure under the Bond Mortgages. -6- 3. Recently Issued Accounting Pronouncement The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, "Earnings per Share" in February, 1997. This pronouncement establishes standards for computing and presenting earnings per share, and is effective for the Partnership's 1997 year-end financial statements. The General Partner has determined that this standard will not have a significant impact on the Partnership's computation or presentation of net income per limited partner interest. -7- Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 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. 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, 1997 to Three Months Ended March 31, 1996 The Partnership recognized net income of $9,332 for the three months ended March 31, 1997 as compared to a loss of $56,346 for the same period in 1996 due to the following factors: An increase in revenues of $89,089, or 12.3%, to $814,249 for the three months ended March 31, 1997 as compared to $725,160 for the three months ended March 31, 1996 primarily due to the net effect of the following: (1) an increase of approximately $20,000 in base rent revenue at the Searcy Property primarily due to additional rent revenue from JC Penney. JC Penney's lease was amended in 1996 as a result of the expansion of its store; (2) an increase in percentage rent revenue of approximately $16,000 at the Valencia Property due to increased tenant sales; and (3) an increase in tenant reimbursements of approximately $30,000 due to an increase in property expenses in 1997 and refunds given to tenants in 1996 due to an incorrect billing in a prior year which was charged to revenue in 1996. -8- An increase in property expenses of $17,581, or 8.7%, to $220,366 for the three months ended March 31, 1997 as compared to $202,785 for the three months ended March 31, 1996 primarily due to the net effect of the following: (1) a general increase in reimbursed expenses of approximately $15,000 at all three Properties and, (2) an increase in management fees of approximately $2,700 due to an increase in rental revenue. An increase in interest expense of $20,565, or 5.3%, to $411,300 for the three months ended March 31, 1997 as compared to $390,735 for the three months ended March 31, 1996 due to the scheduled increase in the interest rate on the Partnership's Bonds from 9.50% in 1996 to 10.0% in 1997. A decrease in depreciation and amortization expense of $16,616, or 10.4%, to $142,606 for the three months ended March 31, 1997 as compared to $159,222 for the three months ended March 31,1996 primarily due to the net effect of the following: (1) an increase in depreciation expense of approximately $2,600 due to property improvements expenditures in 1997, and (2) a decrease in amortization expense of approximately $19,000 due to a decrease in the amortization of the net bond premium and discount in 1997. Liquidity and Capital Resources The Bonds mature on November 30, 1997, at which time the outstanding principal balance of $16,452,000 will be due. The Partnership has not yet obtained any commitments for refinancing and has not entered into any agreements to sell any of the Properties. The Partnership is currently seeking to refinance the Properties and Tri-Stone Mortgage Company ("Tri-Stone"), an affiliate of the General Partner, is assisting the Partnership, without compensation, in obtaining suitable refinancing. In the event that a refinancing sufficient to satisfy the Bonds appears unlikely, the General Partner will attempt to sell one or more of the Properties. The General Partner believes that the Partnership will be able to obtain adequate proceeds from a refinancing or sale of the Properties, or a combination of the two, to enable the Partnership to satisfy the Bonds on or prior to their maturity. Nevertheless, there can be no assurance the Partnership will be able to raise sufficient proceeds through a refinancing or sale prior to the Bond maturity date, or that the terms of any such refinancing or sale will be attractive to the Partnership. In the event that the Partnership is unable to raise adequate funds to satisfy the Bonds at maturity, there is a risk of foreclosure under the Bond Mortgages. -9- Assuming that the Partnership is able to raise sufficient funds to satisfy the Bonds on or before November 30, 1997, the General Partner believes that the Partnership will have sufficient working capital to meet its operating requirements through the next 12 months. Nevertheless, because the cash revenues and expenses of the Partnership will depend on future facts and circumstances relating to the Properties, as well as market and other conditions beyond the control of the Partnership, the possibility exists that cash flow deficiencies may occur. There are currently no material commitments for capital expenditures. The General Partner is not aware of any trends or events, commitments or uncertainties, which have not otherwise been disclosed that will or are likely to impact liquidity in a material way. 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. Net cash provided by operating activities of $456,176 for the three months ended March 31, 1996 included (i) a net loss of $56,346 (ii) non-cash adjustments of $159,222 for depreciation and amortization expense and (iii) a net change in operating assets and liabilities of $353,300. 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 investing activities of $3,316 for the three months ended March 31, 1996 was for capital expenditures for property improvements. Net cash used in financing activities of $52,007 for the three months ended March 31, 1997 was for cash distributions to partners. Net cash used in financing activities of $49,938 for the three months ended March 31, 1996 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 9, 1997 CONCORD MILESTONE PLUS, L.P. ------------------------- ---------------------------- (Registrant) BY: CM PLUS CORPORATION ----------------------- General Partner By: /S/ Robert Mandor ----------------------- Robert Mandor Director and Vice President By: /S/ Joan LeVine ----------------------- Joan LeVine Secretary and Treasurer -11- EX-27 2 FINANCIAL DATA SCHEDULE
5 1 3-MOS DEC-31-1997 JAN-01-1997 MAR-31-1997 837,012 0 186,742 0 0 0 26,377,757 4,974,810 22,515,187 0 16,466,869 0 0 0 5,166,818 22,515,187 0 814,249 0 393,617 0 0 411,300 9,332 0 0 0 0 0 9,332 .61 0 Income per weighted average limited Partnership Class A interests outstanding.
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