-----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, FpALYn3cFYX2VLCAzewXoa+JO3+NcHcSkDiY214X/A4kvkZaXhwn3rNbT8hR8Tvb aj3+7fthEe5mO434ZqXqkw== 0000950136-01-501784.txt : 20020410 0000950136-01-501784.hdr.sgml : 20020410 ACCESSION NUMBER: 0000950136-01-501784 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010930 FILED AS OF DATE: 20011113 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: 1782383 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 file001.txt 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: September 30, 2001 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, 2001 (UNAUDITED) AND DECEMBER 31, 2000
September 30, 2001 December 31, ------------------ ------------- Assets: 2000 Property: Building and improvements, at cost $16,061,127 $15,911,310 Less: accumulated depreciation 7,662,359 7,201,754 ---------- ---------- Building and improvements, net 8,398,768 8,709,556 Land, at cost 10,987,034 10,987,034 ---------- ---------- Property, net 19,385,802 19,696,590 Cash and cash equivalents 678,814 625,426 Accounts receivable and other assets 319,722 317,865 Restricted cash 321,559 230,189 Debt financing costs, net 188,002 211,503 ---------- ---------- Total assets $20,893,899 $21,081,573 ========== ========== Liabilities: Mortgage loans payable $15,969,785 $16,130,734 Accrued interest 108,671 113,424 Deposits 85,179 87,266 Accrued expenses 213,964 133,283 Deferred income 44,108 25,864 Accrued expenses payable to affiliates 48,179 62,754 ---------- ---------- Total liabilities 16,469,886 16,553,325 ---------- ---------- Commitments and Contingencies Partners' capital: General partner (78,324) (77,282) Limited partners: Class A Interests, 1,518,800 4,502,337 4,605,530 Class B Interests, 2,111,072 - - ---------- ---------- Total partners' capital 4,424,013 4,528,248 ---------- ---------- Total liabilities and partners' capital $20,893,899 $21,081,573 ========== ==========
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, 2001 AND 2000
September 30, 2001 September 30, 2000 ------------------ ------------------ Revenues: Rent $653,137 $599,466 Reimbursed expenses 109,360 157,559 Interest and other income 9,240 7,388 -------- --------- Total revenues 771,737 764,413 -------- --------- Expenses: Interest expense 333,601 338,023 Depreciation and amortization 165,167 159,903 Management and property expenses 245,471 238,871 Administrative and management fees to related party 49,688 40,446 Professional fees and administrative expenses 21,801 10,989 -------- --------- Total expenses 815,728 788,232 -------- --------- Net loss $(43,991) $ (23,819) ======== ========= Net loss attributable to: Limited partners $(43,551) $ (23,581) General partner (440) (238) -------- --------- Net loss $(43,991) $ (23,819) ======== ========= Loss per weighted average Limited Partnership 100 Class A Interests outstanding $ (2.90) $ (1.57) ======== ========= Weighted average number of 100 Class A interests outstanding 15,188 15,188 ======== =========
See Accompanying Notes to Financial Statements CONCORD MILESTONE PLUS, L.P. (A LIMITED PARTNERSHIP) - 3 - STATEMENTS OF REVENUES AND EXPENSES (UNAUDITED) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
September 30, 2001 September 30,2000 ------------------ ----------------- Revenues: Rent $1,997,901 $1,887,091 Reimbursed expenses 348,409 343,482 Interest and other income 26,835 19,608 --------- --------- Total revenues 2,373,145 2,250,181 --------- --------- Expenses: Interest expense 993,257 1,009,764 Depreciation and amortization 489,453 476,268 Management and property expenses 765,543 679,933 Administrative and management fees to related party 150,953 138,786 Professional fees and administrative expenses 78,174 54,581 --------- --------- Total expenses 2,477,380 2,359,332 --------- --------- Net loss $(104,235) $(109,151) ======== ======== Net loss attributable to: Limited partners (103,193) (108,059) General partner (1,042) (1,092) --------- --------- Net loss $(104,235) $(109,151) ======== ======== Loss per weighted average Limited Partnership 100 Class A Interests outstanding $ (6.86) $ (7.19) ========= ========= Weighted average number of 100 Class A interests outstanding 15,188 15,188 ========= =========
See Accompanying Notes to Financial Statements CONCORD MILESTONE PLUS, L.P. (A LIMITED PARTNERSHIP) STATEMENTS OF CHANGES IN PARTNERS' CAPITAL - 4 - (UNAUDITED) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
General Class A Class B Total Partner Interests Interests ----- ------- --------- --------- PARTNERS' CAPITAL (DEFICIT) January 1, 2001 $4,528,248 $(77,282) $4,605,530 $0 Net Loss (104,235) (1,042) (103,193) 0 -------- ------ -------- - PARTNERS' CAPITAL (DEFICIT) September 30, 2001 $4,424,013 $(78,324) $4,502,337 $0 ========= ======= ========= =
See Accompanying Notes to Financial Statements CONCORD MILESTONE PLUS, L.P. (A LIMITED PARTNERSHIP) STATEMENTS OF CASH FLOWS (UNAUDITED) -5- FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
September 30, 2001 September 30,2000 ------------------ ----------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $(104,235) $(109,151) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 489,453 476,268 Change in operating assets and liabilities: Increase in accounts receivable and other assets (6,525) (52,004) Decrease in accrued interest (4,753) (4,686) Increase in accrued expenses, deferred income and deposits 96,838 107,594 (Decrease) increase in accrued expenses payable to affiliates (14,575) 13,473 -------- ------- Net cash provided by operating activities 456,203 431,494 -------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Property improvements (150,496) (168,644) -------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Increase in restricted cash (91,370) (122,646) Principal repayments on mortgage loans payable (160,949) (144,507) -------- ------- Net cash used in financing activities (252,319) (267,153) -------- ------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 53,388 (4,303) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 625,426 561,737 -------- ------- CASH AND CASH EQUIVALENTS, END OF PERIOD $678,814 $557,434 ======= ======= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for interest $998,010 $1,014,450 ======= =========
See Accompanying Notes to Financial Statements INDEPENDENT ACCOUNTANTS' REPORT ------------------------------- To the Board of Directors of Concord Milestone Plus, L.P. - 6- We have reviewed the accompanying balance sheet of Concord Milestone Plus, L.P. (the "Partnership") as of September 30, 2001, 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, 2001 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 6, 2001 - 7 - CONCORD MILESTONE PLUS, L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS (UNAUDITED) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 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, 2001 and 2000 are unaudited. The financial statements for the periods ended September 30, 2001 and 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 2000 has been reclassified to conform to the 2001 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, 2000. 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, 2001 TO THREE MONTHS ENDED - -------------------------------------------------------------------------- SEPTEMBER 30, 2000 - ------------------ The Partnership recognized a net loss of $43,991 for the three months ended September 30, 2001 as compared to a net loss of $23,819 for the same period in 2000. The change is primarily due to the following factors: A decrease in reimbursed expenses of $48,199 or 30.60% to $109,360 for the three months ended September 30, 2001 as compared to $157,559 for the three months ended September 30, 2000 is due primarily to the write off of tenants improvements that were subsequently determined to be not billable to the tenants. An increase in base rent of $53,671 or 8.95% to $653,137 for the three months ended September 30, 2001 as compared to $599,466 for the three months ended September 30, 2000. This increase is due to a decrease in vacancies and an increase in base rent at the Valencia and Searcy Properties. An increase in professional fees and other expenses of $10,812 or 98.39% to $21,801 for the three months ended September 30, 2001 as compared to $10,989 for the three months ended September 30, 2000 is due to the fees and expenses incurred in 2001 that were not incurred in 2000. COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 2001 TO NINE MONTHS ENDED SEPTEMBER 30, 2000 The Partnership recognized a net loss of $104,235 for the nine months ended September 30, 2001 as compared to net loss of $109,151 for the same period in 2000. The change is due to the following factors: - 9 - An increase in revenues of $122,964 or 5.46%, to $2,373,145 for the nine months ended September 30, 2001 as compared to $2,250,181 for the nine months ended September 30, 2000. This increase is due to a decrease in vacancies and an increase in base rent at the Valencia and Searcy Properties. An increase in management and property expenses of $85,610, or 12.59%, to $765,543 for the nine months ended September 30, 2001 as compared to $679,933 for the nine months ended September 30, 2000. This increase is primarily due to: (a) an increase in real estate taxes at the Green Valley Property and the payment of real estate taxes for a parcel formerly paid by Abco, and (b) repairs and maintenance expenses were incurred for all three properties in 2001 that were not incurred in 2000. The timing of these expenses varies from year to year. An increase in professional fees and other expenses of $23,593 or 43.22% to $78,174 for the nine months ended September 30, 2001 as compared to $54,581 for the nine months ended September 30, 2000 is due to the fees and expenses incurred in 2001 that were not incurred in 2000. 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 and future operating requirements for the next 12 months. Nevertheless, because the cash revenues and expenses of the Partnership will depend on future facts and circumstances relating to the Partnership's properties, as well as market and other conditions beyond the control of the Partnership, a possibility exists that cash flow deficiencies may occur. 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. The Partnership retained a large regional real estate brokerage firm to help market the space and has shown the space to several qualified prospective tenants. No replacement tenant has yet been identified. The plan to build a Safeway Supermarket in the year 2002 near Green Valley Mall will also have the adverse effect of reducing the likelihood of replacing Abco with another supermarket. A supermarket is considered the best potential anchor tenant because of the increased daily traffic it would generate at the property. Additionally, the store space is configured for a supermarket use and the costs of re-demising the space for another user (or users) could be substantial. 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 vacancy in this unoccupied anchor tenant space. It is not possible to determine the long-term effects of the vacancy of the Abco space. Many of the tenants at the Green Valley Property have short term leases. Currently, however, the vacancy of the Abco space has not had a material adverse effect on the leasing of store spaces on favorable terms. The Partnership has made distributions to its partners in the past. 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. Additionally, several capital projects were undertaken and completed at the 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. - 10 - The cash on hand at September 30, 2001 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) other general Partnership purposes. Net cash provided by operating activities of $456,203 for the nine months ended September 30, 2001 included (i) net loss of $104,235 (ii) non-cash adjustments of $489,453 for depreciation and amortization expense and (iii) a net change in operating assets and liabilities of $70,985. 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 used in investing activities of $150,496 for the nine months ended September 30, 2001 was for capital expenditures for property improvements. Net cash used in investing activities of $168,644 for the nine months ended September 30, 2000 was for capital expenditure for property improvements. Net cash used in financing activities of $252,319 for the nine months ended September 30, 2001 included(i) principal repayments on mortgage loans payable of $160,949 and (ii) an increase in restricted cash of $91,370. Net cash used in financing activities of $267,153 for the nine months ended September 30, 2000 included (i) principal repayments on mortgage loans payable of $144,507, and (ii) an increase in restricted cash of $122,646. 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. (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 6, 2001 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 -----END PRIVACY-ENHANCED MESSAGE-----