-----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, Sru4Dk8XUmkt4NRKewjEeVCF9JbjjKJxiq3cKaQGDwK3W0k3aID+e/YusPncEv7a pKHlyDcfB+QatRIMAlBMBA== 0000950123-08-009325.txt : 20080812 0000950123-08-009325.hdr.sgml : 20080812 20080811174501 ACCESSION NUMBER: 0000950123-08-009325 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080630 FILED AS OF DATE: 20080812 DATE AS OF CHANGE: 20080811 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: 081007575 BUSINESS ADDRESS: STREET 1: 200 CONGRESS PARK DRIVE STREET 2: SUITE 205 CITY: DELRAY BEACH STATE: FL ZIP: 33445 BUSINESS PHONE: 561-394-9260 MAIL ADDRESS: STREET 1: 200 CONGRESS PARK DRIVE STREET 2: SUITE 205 CITY: DELRAY BEACH STATE: FL ZIP: 33445 10-Q 1 y65406e10vq.htm FORM 10-Q 10-Q
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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 June 30, 2008
Commission file number 000-16757
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.
          Yes þ          No o
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 filer
  o       Accelerated filer   o
Non-accelerated filer
  o       Smaller reporting company   þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
          Yes o          No þ
As of August 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
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Item 4T. Controls and Procedures.
PART II — OTHER INFORMATION
Item 6. Exhibits
SIGNATURE
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION
EX-32.1: CERTIFICATION
EX-32.2: CERTIFICATION


Table of Contents

PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
CONCORD MILESTONE PLUS, L.P.
(a Limited Partnership)
BALANCE SHEETS
JUNE 30, 2008 (Unaudited) AND DECEMBER 31, 2007
                 
Assets:   June 30, 2008     December 31, 2007  
Property:
               
Building and improvements, at cost
  $ 11,380,557     $ 11,376,549  
Less: accumulated depreciation
    7,780,635       7,581,889  
 
           
Building and improvements, net
    3,599,922       3,794,660  
Land, at cost
    6,930,000       6,930,000  
 
           
Property, net
    10,529,922       10,724,660  
 
               
Cash and cash equivalents
    973,199       760,359  
Accounts receivable, net
    106,800       160,979  
Restricted cash
          2,461  
Prepaid expenses and other assets, net
    121,914       181,585  
 
           
 
               
Total assets
  $ 11,822,835     $ 11,830,044  
 
           
 
               
Liabilities:
               
Deposits
    56,248       58,174  
Accrued expenses and other liabilities
    116,786       160,369  
Accrued expenses payable to affiliates
    2,072       2,104  
 
           
 
               
Total liabilities
    175,106       220,647  
 
           
 
               
Partners’ capital:
               
General partner
    73,159       72,776  
Limited partners:
               
Class A Interests, 1,518,800 issued and outstanding
    11,574,570       11,536,621  
Class B Interests, 2,111,072 issued and outstanding
           
 
           
Total partners’ capital
    11,647,729       11,609,397  
 
           
Total liabilities and partners’ capital
  $ 11,822,835     $ 11,830,044  
 
           
See Accompanying Notes to Financial Statements

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CONCORD MILESTONE PLUS, L.P.
(a Limited Partnership)
STATEMENTS OF REVENUES AND EXPENSES
(Unaudited)
FOR THE THREE MONTHS ENDED JUNE 30, 2008 AND 2007
                 
    June 30, 2008     June 30, 2007  
Revenues:
               
Rent
  $ 483,614     $ 474,799  
Reimbursed expenses
    109,681       100,720  
Interest and other income
    3,121       36,415  
 
           
 
               
Total revenues
    596,416       611,934  
 
           
 
               
Expenses:
               
Interest expense
          150,883  
Depreciation and amortization
    96,071       112,446  
Property expenses
    148,888       215,701  
Administrative and management fees to related party
    40,997       52,819  
Professional fees and other expenses
    50,459       74,162  
 
           
 
               
Total expenses
    336,415       606,012  
 
           
 
               
Income from continuing operations
    260,001       5,922  
 
               
Income from discontinued operations (including gain on disposal of $6,806,629)
          6,797,657  
 
               
Net income
  $ 260,001     $ 6,803,579  
 
           
 
               
Net income attributable to:
               
 
               
Limited partners from continuing operations
  $ 257,401     $ 5,863  
Limited partners from discontinued operations
          6,729,680  
 
               
General partner from continuing operations
    2,600       59  
General partner from discontinuing operations
          67,977  
 
           
 
               
Net Income
  $ 260,001     $ 6,803,579  
 
           
 
               
Income from continuing operations per weighted average Limited Partnership 100 Class A Interests outstanding
  $ 17.12     $ .39  
 
               
Income from discontinued operations per weighted average Limited Partnership 100 Class A Interests outstanding
          447.57  
 
           
 
               
Net income per weighted average Limited Partnership 100 Class A Interests outstanding
  $ 17.12     $ 447.96  
 
           
 
               
Distribution per weighted average Limited Partnership 100 Class A Interests outstanding
  $ 16.46     $ 3.29  
 
           
 
               
Weighted average number of 100 Class A Interests outstanding
    15,188       15,188  
 
           
See Accompanying Notes to Financial Statements

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CONCORD MILESTONE PLUS, L.P.
(a Limited Partnership)
STATEMENTS OF REVENUES AND EXPENSES
(Unaudited)
FOR THE SIX MONTHS ENDED JUNE 30, 2008 AND 2007
                 
    June 30, 2008     June 30, 2007  
Revenues:
               
Rent
  $ 980,615     $ 965,119  
Reimbursed expenses
    220,480       207,721  
Interest and other income
    18,142       57,770  
 
           
 
               
Total revenues
    1,219,237       1,230,610  
 
           
 
               
Expenses:
               
Interest expense
          347,113  
Depreciation and amortization
    198,746       220,321  
Property expenses
    297,854       325,538  
Administrative and management fees to related party
    82,757       106,309  
Professional fees and other expenses
    101,548       144,549  
 
           
 
               
Total expenses
    680,905       1,143,830  
 
           
 
               
Income from continuing operations
    538,332       86,780  
 
               
Income from discontinued operations (including gain on disposal of $6,806,629)
          6,840,634  
 
           
 
               
Net income
  $ 538,332     $ 6,927,414  
 
           
 
               
Net income attributable to:
               
 
               
Limited partners from continuing operations
  $ 532,949     $ 85,913  
Limited partners from discontinued operations
          6,772,228  
 
               
General partner from continuing operations
    5,383       867  
General partner from discontinuing operations
          68,406  
 
           
 
               
Net income
  $ 538,332     $ 6,927,414  
 
           
 
               
Income from continuing operations per weighted average Limited Partnership 100 Class A Interests outstanding
  $ 35.44     $ 5.71  
 
               
Income from discontinued operations per weighted average Limited Partnership 100 Class A Interests outstanding
          450.40  
 
           
 
               
Net income per weighted average Limited Partnership 100 Class A Interests outstanding
  $ 35.44     $ 456.11  
 
           
 
               
Distribution per weighted average Limited Partnership 100 Class A Interests outstanding
  $ 32.92     $ 6.58  
 
           
 
               
Weighted average number of 100 Class A Interests outstanding
    15,188       15,188  
 
           
See Accompanying Notes to Financial Statements

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CONCORD MILESTONE PLUS, L.P.
(a Limited Partnership)
STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL
(Unaudited)
FOR THE SIX MONTHS ENDED JUNE 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 )        
Net Income
    538,332       5,383       532,949        
 
                             
 
                               
PARTNERS’ CAPITAL
                 
June 30, 2008
  $ 11,647,729     $ 73,159     $ 11,574,570        
 
                       
See Accompanying Notes to Financial Statements

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CONCORD MILESTONE PLUS, L.P.
(a Limited Partnership)
STATEMENTS OF CASH FLOWS
(Unaudited)
FOR THE SIX MONTHS ENDED JUNE 30, 2008 AND 2007
                 
    June 30, 2008     June 30, 2007  
CASH FLOWS FROM OPERATING ACTIVITIES:
               
Net Income
  $ 538,332     $ 6,927,415  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
    198,746       266,205  
Gain on disposal of assets from discontinued operation
          (6,806,629 )
Change in operating assets and liabilities:
               
Decrease in accounts receivable
    54,179       70,098  
Increase in prepaid expenses and other assets, net
    (31,328 )     (23,918 )
Decrease in accrued interest
          (84,995 )
Decrease in accrued expenses and other liabilities
    (45,510 )     (274,133 )
Decrease in accrued expenses payable to affiliates
    (32 )      
 
           
 
               
Net cash provided by operating activities
    714,387       74,043  
 
           
 
               
CASH FLOWS FROM INVESTING ACTIVITY:
               
Property improvements
    (4,008 )     (78,881 )
Proceeds from sale of property
          12,750,000  
 
           
 
               
Net cash (used) provided by investing activities
    (4,008 )     12,671,119  
 
               
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Decrease in restricted cash
    2,461       53,901  
Principal repayments on mortgage loans payable
          (11,992,917 )
Cash distributions to partners
    (500,000 )     (100,000 )
 
           
 
               
Net cash used in financing activities
    (497,539 )     (12,039,016 )
 
           
 
               
NET INCREASE IN CASH AND CASH EQUIVALENTS
    212,840       706,146  
 
               
CASH AND CASH EQUIVALENTS,
               
BEGINNING OF PERIOD
    760,359       1,848,920  
 
           
 
               
CASH AND CASH EQUIVALENTS,
               
END OF PERIOD
  $ 973,199     $ 2,555,066  
 
           
 
               
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
               
 
               
Cash paid during the period for interest
  $     $ 432,107  
 
           
See Accompanying Notes to Financial Statements

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CONCORD MILESTONE PLUS, L.P.
(a Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
FOR THE SIX MONTHS ENDED JUNE 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 June 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 assets and liabilities related to the Green Valley Property have been classified and presented as held for sale as of June 30, 2007. The related results of operations for the six months ended June 30, 2007 have been classified and are presented as discontinued operations. There was no income from discontinued operations for the six months ended June 30, 2008.
          An income statement of the Green Valley Property for the six months ended June 30, 2007 is as follows:
         
REVENUE
       
Rent
  $ 402,230  
Reimbursed expenses
    172,543  
Interest and other income
    5,805  
Gain on sale of asset
    6,806,629  
 
     
Total revenues
    7,387,207  
 
       
EXPENSES
       
Interest expense
    166,694  
Depreciation and amortization
    45,885  
Management and property expenses
    285,205  
Administrative and management fees to related party
    43,208  
Professional fees and other expenses
    5,581  
 
     
Total expenses
    546,573  
 
     
 
       
Net income from discontinued operations
  $ 6,840,634  
 
     

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(2) Subsequent Events:
          On July 7, 2008, the General Partner resolved to make a cash distribution equal to $0.16296 per Class A Interest to be paid in August 2008 to the holders of Class A Interests as of June 30, 2008.
          On July 28, 2008, a group of outside investors disclosed in a Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) a tender offer to purchase up to 151,880 units of interests in the Partnership, each unit consisting of one Class A Interest and one Class B Interest, for a purchase price of $8.00 per unit, subject to reduction for certain distributions. The Partnership has decided to remain neutral with respect to the tender offer and filed the required Schedule 14D-9 with the SEC on August 11, 2008.
(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.
(4) Reclassification:
          Certain 2007 amounts were reclassified to conform to the year 2008 presentation.
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,

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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.
Results of Operations
Comparison of Three Months Ended June 30, 2008 to Three Months Ended June 30, 2007
          The Partnership recognized income from continuing operations of $260,001 for the three months ended June 30, 2008 as compared to income from continuing operations of $5,921 for the same period in 2007. The increase is primarily due to the following factors:
    A decrease in expenses from continuing operations of $269,597, or 44%, to $336,415 for the three months ended June 30, 2008 as compared to $606,012 for the three months ended June 30, 2007. The decrease is largely due to a decrease in interest expense of $150,883 due to the satisfaction of the mortgage loans on the Searcy and Valencia properties, a decrease of $78,634 in administrative, management and property expenses primarily attributable to appraisals, land surveys and environmental studies conducted in connection with the Partnership’s efforts to refinance the Searcy and Valencia mortgage loans and costs associated with new leases, a decrease of $23,703 in professional, accounting and legal fees related to the mortgage refinancing, reclassification of assets held for sale and tender offers, and a decrease in depreciation and amortization expenses of $16,375 for assets that were fully depreciated and debt financing costs that were fully amortized.
 
    A decrease in revenue from continuing operations of $15,518, or 3%, to $596,416 for the three months ended June 30, 2008 as compared to $611,934 for the three months ended June 30, 2007. Such decrease is primarily due to a decrease of $33,294 in interest income attributable to lower interest rates and cash balances. This decrease was partially offset by an increase of $8,816 in rent for new leases and percentage rent and an increase of $8,961 in common area maintenance and insurance expenses reimbursed by tenants.
          The Partnership sold the Green Valley property on May 23, 2007. Income from discontinued operations was $6,797,657 for the three months ended June 30, 2007.
Comparison of Six Months Ended June 30, 2008 to Six Months Ended June 30, 2007
          The Partnership recognized income from continuing operations of $538,332 for the six months ended June 30, 2008 as compared to income from continuing operations of $86,780 for the same period in 2007. The increase is primarily due to the following factors:

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    A decrease in expenses from continuing operations of $462,923, or 40%, to $680,907 for the six months ended June 30, 2008 as compared to $1,143,830 for the six months ended June 30, 2007. The decrease is due to a decrease in interest expense of $347,113 resulting from the satisfaction of the loans on the Searcy and Valencia properties, a decrease in administrative, management and property expenses of $51,235 primarily attributable to appraisals, land surveys and environmental studies conducted in connection with the Partnership’s efforts to refinance the Searcy and Valencia mortgage loans and costs associated with new leases, a decrease of $43,001 in professional, accounting and legal fees related to the mortgage refinancing, the reclassification of assets held for sale and tender offers, and a decrease in depreciation and amortization expenses of $21,574 for assets that were fully depreciated and debt financing costs that were fully amortized.
 
    A decrease in revenue from continuing operations of $11,371, or 1%, to $1,219,238 for the six months ended June 30, 2008 as compared to $1,230,610 for the six months ended June 30, 2007. Such decrease is primarily due to a decrease of $45,823 in interest income attributable to lower interest rates and cash balances. This decrease was partially offset by an increase of $15,497 in rent for new leases and percentage rent, an increase of $12,758 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.
          The Partnership sold the Green Valley property on May 23, 2007. Income from discontinued operations was $6,840,634 for the six months ended June 30, 2007.
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.
          A distribution of $250,000 was paid during May 2008, and an additional distribution of $250,000 is intended to be made in August 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 June 30, 2008 may be used (a) for the capital improvement requirements of the Partnership’s properties, (b) to pay the August 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.

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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.
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.

11


Table of Contents

         
Number   Description of Document
       
 
  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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Table of Contents

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:
  August 11, 2008           CONCORD MILESTONE PLUS, L.P.    
 
                   
 
                        (Registrant)    
 
                   
 
                   
 
                   
 
          BY:   CM PLUS CORPORATION    
 
                   
 
              General Partner    
 
                   
 
                   
 
                   
 
          By:   /S/ Leonard Mandor    
 
                   
 
              Leonard Mandor    
 
              President    

13

EX-31.1 2 y65406exv31w1.htm EX-31.1: CERTIFICATION EX-31.1
EXHIBIT 31.1
CERTIFICATIONS
I, Leonard Mandor, President of CM Plus Corporation, the General Partner of the Partnership, certify that:
1.   I have reviewed this quarterly report on Form 10-Q of Concord Milestone Plus, L.P.;
 
2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered in this report;
 
3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
 
4.   The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:
  (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
  (b)   Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
  (c)   Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and
5.   The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent function):
  (a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and
 
  (b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal controls over financial reporting.
         
     
DATE: August 11, 2008  /s/ Leonard Mandor    
  Leonard Mandor   
  President
CM Plus Corporation, General Partner 
 
 

 

EX-31.2 3 y65406exv31w2.htm EX-31.2: CERTIFICATION EX-31.2
EXHIBIT 31.2
CERTIFICATIONS
I, Patrick S. Kirse, Treasurer and Controller of CM Plus Corporation, the General Partner of the Partnership, certify that:
1.   I have reviewed this quarterly report on Form 10-Q of Concord Milestone Plus, L.P.;
 
2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered in this report;
 
3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
 
4.   The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:
  (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
  (b)   Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
  (c)   Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and
5.   The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent function):
  (a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and
 
  (b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal controls over financial reporting.
         
     
DATE: August 11, 2008  /s/ Patrick S. Kirse    
  Patrick S. Kirse   
  Treasurer and Controller
CM Plus Corporation, General Partner 
 
 

 

EX-32.1 4 y65406exv32w1.htm EX-32.1: CERTIFICATION EX-32.1
EXHIBIT 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Concord Milestone Plus, L.P. (the “Partnership”) on Form 10-Q for the period ended June 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Leonard Mandor, President of CM Plus Corporation, the General Partner of the Partnership, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
 
(2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the small business issuer.
         
     
DATE: August 11, 2008  /s/ Leonard Mandor    
  Leonard Mandor   
  President
CM Plus Corporation, General Partner 
 
 

 

EX-32.2 5 y65406exv32w2.htm EX-32.2: CERTIFICATION EX-32.2
EXHIBIT 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Concord Milestone Plus, L.P. (the “Partnership”) on Form 10-Q for the period ended June 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Patrick S. Kirse, Treasurer and Controller of CM Plus Corporation, the General Partner of the Partnership, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
 
(2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the small business issuer.
         
     
DATE: August 11, 2008  /s/ Patrick S. Kirse    
  Patrick S. Kirse   
  Treasurer and Controller
CM Plus Corporation, General Partner 
 
 

 

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