-----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, FEHX9zEDReXGsQSUj6ofc6Yo23Npkgc1F/73isG0czI404dNVvl/8hX3bV8OSyr0 fISwtSMmHfkn8QRwIzCGrw== /in/edgar/work/0000891554-00-002309/0000891554-00-002309.txt : 20001114 0000891554-00-002309.hdr.sgml : 20001114 ACCESSION NUMBER: 0000891554-00-002309 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONCORD MILESTONE PLUS L P CENTRAL INDEX KEY: 0000808460 STANDARD INDUSTRIAL CLASSIFICATION: [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: 762167 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 0001.txt 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: September 30, 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 SEPTEMBER 30, 2000 (Unaudited) AND DECEMBER 31, 1999
Assets: September 30, 2000 December 31,1999 ------------------ ---------------- Property: Building and improvements, at cost $15,911,310 $15,744,707 Less: accumulated depreciation 7,051,603 6,605,544 ------------ ---------- Building and improvements, net 8,859,707 9,139,163 Land, at cost 10,987,034 10,987,034 ----------- ---------- Property, net 19,846,741 20,126,197 Cash and cash equivalents 557,434 561,737 Accounts receivable 238,261 209,899 Restricted cash 338,046 215,400 Debt financing costs, net 219,336 242,836 Prepaid expenses and other assets, net 86,280 67,306 ------------ ------------ Total assets $21,286,098 $21,423,375 ========== ========== Liabilities: Mortgage loans payable $16,183,374 $16,327,881 Accrued interest 110,123 114,809 Accrued expenses and other liabilities 373,537 265,943 Accrued expenses payable to affiliates 65,472 51,999 ------------ ------------ Total liabilities 16,732,506 16,760,632 ---------- ---------- Commitments and Contingencies Partners' capital: General partner (77,029) (75,937) Limited partners: Class A Interests, 1,518,800 4,630,621 4,738,680 Class B Interests, 2,111,072 0 0 ---------------- ---------------- Total partners' capital 4,553,592 4,662,743 ----------- ----------- Total liabilities and partners' capital $21,286,098 $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 SEPTEMBER 30, 2000 AND 1999
September 30, 2000 September 30,1999 Revenues: Rent $599,466 $604,559 Reimbursed expenses 157,559 152,689 Interest and other income 7,388 4,896 --------- -------- Total revenues 764,413 762,144 ------- ------- Expenses: Interest expense 338,023 342,022 Depreciation and amortization 159,903 159,181 Management and property expenses 238,871 211,894 Administrative and management fees to related party 40,446 29,987 Professional fees and other expenses 10,989 36,459 -------- ------- Total expenses 788,232 779,543 ------- ------- Net (loss) $(23,819) $(17,399) ======= ======= Net (loss) attributable to: Limited partners $(23,581) $(17,225) General partner (238) (174) -------- --------- Net (loss) $(23,819) $(17,399) ======= ======= (Loss) per weighted average Limited Partnership 100 Class A Interests outstanding $ (1.57) $ (1.14) ========= ========= Weighted average number of 100 Class A interests outstanding 15,188 15,188 ======== ========
See Accompanying Notes to Financial Statements -3- CONCORD MILESTONE PLUS, L.P. (a Limited Partnership) STATEMENTS OF REVENUES AND EXPENSES (Unaudited) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
September 30, 2000 September 30,1999 Revenues: Rent $1,887,091 $1,924,426 Reimbursed expenses 343,482 362,734 Interest and other income 19,607 12,276 ----------- ---------- Total revenues 2,250,180 2,299,436 --------- --------- Expenses: Interest expense 1,009,764 1,017,743 Depreciation and amortization 476,268 474,047 Management and property expenses 679,933 620,507 Administrative and management fees to related party 138,786 107,516 Professional fees and other expenses 54,581 74,840 ---------- ---------- Total expenses 2,359,332 2,294,653 --------- --------- Net (loss) income $(109,151) $ 4,783 ======== ========== Net (loss) income attributable to: Limited partners (108,059) $ 4,735 General partner (1,092) 48 ---------- ---------- Net (loss) income $(109,151) $ 4,783 ======== ========= (Loss) income per weighted average Limited Partnership 100 Class A Interests outstanding $ (7.19) $ 0.31 ========= ========= Weighted average number of 100 Class A interests outstanding 15,188 15,188 ========= ==========
See Accompanying Notes to Financial Statements -4- CONCORD MILESTONE PLUS, L.P. (a Limited Partnership) STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (Unaudited) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 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 (109,151) (1,092) (108,059) 0 --------- ------- --------- - PARTNERS' CAPITAL (DEFICIT) September 30, 2000 $4,553,592 $(77,029) $4,630,621 $0 ========= ======= ========= =
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, 2000 AND 1999
September 30, 2000 September 30,1999 CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) income $(109,151) $4,783 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation and amortization 476,268 474,047 Change in operating assets and liabilities: Increase in accounts receivable (28,362) (7,581) Increase in prepaid expenses and other assets, net (23,642) (17,127) (Decrease) increase in accrued interest (4,686) 6,279 Increase in accrued expenses and other liabilities 107,594 9,816 Increase in accrued expenses payable to affiliates 13,473 9,239 --------- -------- Net cash provided by operating activities 431,494 479,456 -------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Property improvements (168,644) (100,143) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Increase in restricted cash (122,646) (72,314) Principal repayments on mortgage loans payable (144,507) (136,541) Cash distributions to partners 0 (120,004) ----------- -------- Net cash used in financing activities (267,153) (328,859) ------- --------- NET (DECREASE) INCREASE CASH AND CASH EQUIVALENTS (4,303) 50,454 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 561,737 436,256 ------- ------- CASH AND CASH EQUIVALENTS, END OF PERIOD $557,434 $486,710 ======= ======= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for interest $1,014,450 $1,024,022 ========= =========
See Accompanying Notes to Financial Statements -6- INDEPENDENT ACCOUNTANTS' REPORT To the Board of Directors of Concord Milestone Plus, L.P. We have reviewed the accompanying balance sheet of Concord Milestone Plus, L.P. (the "Partnership") as of September 30, 2000, and the related statements of revenues and expenses, changes in partners' capital, and cash flows for the three month and nine month periods 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 September 30, 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 November 8, 2000 -7- CONCORD MILESTONE PLUS, L.P. (a Limited Partnership) NOTES TO FINANCIAL STATEMENTS (Unaudited) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 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 periods ended September 30, 2000 and 1999 are unaudited. The financial statements for the periods ended September 30, 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. -8- 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 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 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 September 30, 2000 to Three Months Ended September 30, 1999 The Partnership recognized net loss of $23,819 for the three months ended September 30, 2000 as compared to net loss of $17,399 for the same period in 1999.The change is primarily due to the following factors: An increase in management and property expenses of $26,977, or 12.7%, to $238,871 for the three months ended September 30, 2000 as compared to $211,894 for the three months ended September 30, 1999 primarily due to the following: (i) an increase in real estate taxes at each of the three properties and (ii) an increase in common area maintenance expenses. An increase in administrative and management fees to related party of $10,459 or 34.9%, to $40,446 for the three months ended September 30, 2000 as compared to $29,987 for the three months ended September 30, 1999 due to an increase in administrative costs. Results of Operations Comparison of Nine Months Ended September 30, 2000 to Nine Months Ended September 30, 1999 The Partnership recognized a net loss of $109,151 for the nine months ended September 30, 2000 as compared to net income of $4,783 for the same period in 1999. The change is primarily due to the following factors: -9- A decrease in revenues of $49,256 or 2.1%, to $2,250,180 for the nine months ended September 30, 2000 as compared to $2,299,436 for the nine months ended September 30, 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 May 1999, and at the Valencia Property due to a vacancy in the first quarter of 2000. An increase in management and property expenses of $59,426, or 9.5%, to $679,933 for the nine months ended September 30, 2000 as compared to $620,507 for the nine months ended September 30, 1999 primarily due to an increase in real estate taxes and common area expenses at each of the three properties. An increase in administrative and management fees to related party of $31,270, or 29.1% to $138,786 for the nine months ended September 30, 2000 as compared to $107,516 for the nine months ended September 30, 1999 primarily 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 next 12 months. Nevertheless, because the cash receipts and disbursements of the Partnership will depend on future facts and circumstances relating 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. 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 1999 distribution of $50,001 was paid during May 1999 and a second quarter 1999 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. The Partnership expects to incur estimated capital costs of $20,000 in the near term related to roof work at the Searcy Property. 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. -10- 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 September 30, 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 and (b) material capital costs in the near term related to roof work at the Valencia Property and (c) other general Partnership purposes. Net cash provided by operating activities of $431,494 for the nine months ended September 30, 2000 included (i) net loss of $109,151 (ii) non-cash adjustments of $476,268 for depreciation and amortization expense and (iii) a net change in operating assets and liabilities of $64,377. Net cash provided by operating activities of $479,456 for the nine months ended September 30, 1999 included (i) net income of $4,783, (ii) non-cash adjustments of $474,047 for depreciation and amortization expense and (iii) a net change in operating assets and liabilities of $626. Net cash used in investing activities of $168,644 for the nine months ended September 30, 2000 was for capital expenditures for property improvements. Net cash used in investing activities of $100,143 for the nine months ended September 30, 1999 was for capital expenditures for property improvements. Net cash used in financing activities of $267,153 for the nine months ended September 30, 2000 include (i) principal repayments on mortgage loans payable of $144,507 and (ii) an increase in restricted cash of $122,646. Net cash used in financing activities of $328,859 for the nine months ended September 30, 1999 included (i) principal repayments on mortgage loans payable of $136,541, (ii) an increase in restricted cash of $72,314 and (iii) cash distributions to partners of $120,004. 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. -11- PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibit: 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. 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. -12- 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: November 8, 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 -13- EX-27 2 0002.txt FDS
5 1 9-MOS DEC-31-2000 JAN-01-2000 SEP-30-2000 557,434 0 238,261 0 0 0 26,898,344 7,051,603 21,286,098 0 0 0 0 0 4,553,592 21,286,098 0 2,250,180 0 1,349,567 0 0 1,009,764 (109,151) 0 0 0 0 0 (109,151) (7.19) 0
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