-----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, GvXCPpE37Tm+QkYsZYxP0ipNNUygDKcsp9y8tG5y90X063UwBkyhpIk89go3Nowe PiuM5KGNNzSBhcegcjekAA== 0000950136-03-001970.txt : 20030814 0000950136-03-001970.hdr.sgml : 20030814 20030812121712 ACCESSION NUMBER: 0000950136-03-001970 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20030630 FILED AS OF DATE: 20030812 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: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-16757 FILM NUMBER: 03836611 BUSINESS ADDRESS: STREET 1: 5200 TOWN CENTER CIR STREET 2: 4TH FLOOR CITY: BOCA RATON STATE: FL ZIP: 33486 BUSINESS PHONE: 4073949260 10QSB 1 file001.txt FORM 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM 10-QSB (mark one) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) - --- OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2003 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 Small Business Issuer as Specified in its Charter) Delaware 52-1494615 - -------------------------------------- ------------------------------------ (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 200 CONGRESS PARK DRIVE SUITE 103 DELRAY BEACH, FLORIDA 33445 - ---------------------------------------- ------------ (Address of Principal Executive Offices) (Zip Code) (561) 394-9260 ------------------------------- Issuer's Telephone Number As of July 30, 2003, 1,518,800 Class A interests and 2,111,072 Class B interests were outstanding. Transitional small business disclosure format. Yes No X ---- --- PART I - FINANCIAL INFORMATION - ------------------------------ ITEM 1. FINANCIAL STATEMENTS - ----------------------------- CONCORD MILESTONE PLUS, L.P. (A LIMITED PARTNERSHIP) BALANCE SHEETS JUNE 30, 2003 (UNAUDITED) AND DECEMBER 31, 2002
Assets: June 30, 2003 December 31,2002 ------------- ---------------- Property: Building and improvements, at cost $16,429,815 $16,248,673 Less: accumulated depreciation 8,753,507 8,431,139 ----------- ---------- Building and improvements, net 7,676,308 7,817,534 Land, at cost 10,987,034 10,987,034 ----------- ----------- Property, net 18,663,342 18,804,568 Cash and cash equivalents 1,136,546 1,005,152 Accounts receivable 124,107 173,001 Restricted cash 263,926 244,594 Debt financing costs, net 133,168 148,835 Due from affiliates 979 - Prepaid expenses and other assets, net 14,002 66,082 ----------- ----------- Total assets $20,336,070 $20,442,232 =========== =========== Liabilities: Mortgage loans payable $15,548,285 $15,675,953 Accrued interest 105,805 110,228 Deposits 104,591 92,394 Accrued expenses and other liabilities 302,669 286,382 Accrued expenses payable to affiliates - 1,006 ----------- ----------- Total liabilities 16,061,350 16,165,963 ----------- ----------- Commitments and Contingencies Partners' capital: General partner (79,817) (79,802) Limited partners: Class A Interests, 1,518,800 4,354,537 4,356,071 Class B Interests, 2,111,072 - - ----------- ----------- Total partners' capital 4,274,720 4,276,269 ----------- ----------- Total liabilities and partners' capital $20,336,070 $20,442,232 =========== ===========
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 JUNE 30, 2003 AND 2002
June 30, 2003 June 30, 2002 ------------- ------------- Revenues: Rent $670,292 $665,690 Reimbursed expenses 156,639 146,534 Bad debts recovered - 116,328 Interest and other income 4,197 8,692 -------- -------- Total revenues 831,128 937,244 -------- -------- Expenses: Interest expense 321,363 326,416 Depreciation and amortization 171,750 164,155 Management and property expenses 244,417 265,906 Administrative and management fees to affiliates 51,988 55,529 Professional fees and administrative expenses 30,748 22,075 -------- -------- Total expenses 820,266 834,081 -------- -------- Net income $ 10,862 $103,163 ======== ======== Net income attributable to: Limited partners $ 10,753 $102,131 General partner 109 1,032 -------- -------- Net income $ 10,862 $103,163 ======== ======== Income per weighted average Limited Partnership 100 Class A Interests outstanding, basic & diluted $ 0.72 $ 6.79 ======== ======== 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 SIX MONTHS ENDED JUNE 30, 2003 AND 2002
June 30, 2003 June 30, 2002 ------------- ------------- Revenues: Rent $1,321,154 $1,338,591 Reimbursed expenses 298,119 268,402 Bad debts recovered - 116,328 Interest and other income 8,511 16,168 ---------- ---------- Total revenues 1,627,784 1,739,489 ---------- ---------- Expenses: Interest expense 640,548 650,495 Depreciation and amortization 341,147 325,732 Management and property expenses 495,738 515,420 Administrative and management fees to affiliates 103,023 106,557 Professional fees and administrative expenses 48,877 42,201 ---------- ---------- Total expenses 1,629,333 1,640,405 ---------- ---------- Net (loss) income $ (1,549) $ 99,084 ========== ========== Net (loss) income attributable to: Limited partners $ (1,534) $ 98,093 General partner (15) 991 ---------- ---------- Net (loss) income $ (1,549) $ 99,084 ========== ========== Income (loss) per weighted average Limited Partnership 100 Class A Interests outstanding, basic & diluted $ (0.10) $ 6.52 ========== ========== 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 SIX MONTHS ENDED JUNE 30, 2003
General Class A Class B Total Partner Interests Interests --------- ----------- ------------- ------------- PARTNERS' CAPITAL (DEFICIT) January 1, 2003 $4,276,269 $(79,802) $4,356,071 $ 0 Net Loss (1,549) (15) (1,534) 0 ---------- -------- ---------- ------ PARTNERS' CAPITAL (DEFICIT) June 30, 2003 $4,274,720 $ (79,817) $4,354,537 $ 0 ========== ========= ========== ======
See Accompanying Notes to Financial Statements -5- CONCORD MILESTONE PLUS, L.P. (A LIMITED PARTNERSHIP) STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
June 30, 2003 June 30, 2002 ------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) income $ (1,549) $ 99,084 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation and amortization 341,147 325,732 Change in operating assets and liabilities: Decrease (increase) in accounts receivable 48,894 (2,523) Decrease in prepaid expenses and other assets, net 47,989 44,483 Decrease in accrued interest (4,423) (4,410) Increase in accrued expenses, deposits, and other liabilities 28,484 35,848 (Decrease) increase in accrued expenses payable to affiliates (1,006) 2,988 ---------- --------- Net cash provided by operating activities 459,536 501,202 ---------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Property improvements (181,142) (108,811) ---------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Increase in restricted cash (19,332) (1,220) Principal repayments on mortgage loans payable (127,668) (117,733) ---------- --------- Net cash used in financing activities (147,000) (118,953) ---------- --------- NET INCREASE IN CASH AND CASH EQUIVALENTS 131,394 273,438 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,005,152 705,399 ---------- --------- CASH AND CASH EQUIVALENTS, END OF PERIOD $1,136,546 $ 978,837 ========== ========= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for interest $ 644,971 $ 654,905 ========== =========
See Accompanying Notes to Financial Statements -6- INDEPENDENT ACCOUNTANTS' REVIEW REPORT -------------------------------------- To the Board of Directors of CM Plus Corporation, General Partner of Concord Milestone Plus, L.P. We have reviewed the accompanying balance sheet of Concord Milestone Plus, L.P. (the "Partnership") as of June 30, 2003, and the related statements of revenues and expenses, changes in partners' capital, and cash flows for the three month and six month periods ended June 30, 2003 and June 30, 2002. These financial statements are the responsibility of the management of the Partnership. We conducted our reviews 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 reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America. We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the balance sheet of the Partnership as of December 31, 2002, and the related statements of revenues and expenses, changes in partners' capital, and cash flows for the year then ended (not presented herein); and in our report dated February 21, 2003, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying balance sheet as of December 31, 2002 is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived. /s/ Ahearn, Jasco + Company, P.A. AHEARN, JASCO + COMPANY, P.A. Certified Public Accountants Pompano Beach, Florida August 4, 2003 -7- CONCORD MILESTONE PLUS, L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS (UNAUDITED) FOR THE SIX MONTHS ENDED JUNE 30, 2003 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-QSB and Item 310(b) of Regulation S-B. 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 June 30, 2003 and 2002 are unaudited. The financial statements for the periods ended June 30, 2003 and 2002 have been reviewed by an independent public accountant pursuant to Item 310(b) of Regulation S-B 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 2002 has been reclassified to conform to the 2003 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, 2002. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS GENERAL This Form 10-QSB 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 (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 general partner is CM Plus Corporation. 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 JUNE 30, 2003 TO THREE MONTHS ENDED JUNE 30, 2002 The Partnership recognized a net income of $10,862 for the three months ended June 30, 2003 as compared to a net income of $103,163 for the same period in 2002.The change is primarily due to the following factors: (i) A decrease in revenue of $106,116 or 11.3% to $831,128 for the three months ended June 30, 2003 as compared to $937,244 for the three months ended June 30, 2002. The net decrease is due to the following a) an increase of $10,105 mainly due to an increase in insurance premiums at all properties and accrued real estate tax reimbursed expenses at the Valencia property and b) a one time bad debt recovery of $116,328 incurred in 2002 from a tenant bankruptcy settlement. (No such rent was collected in 2003.) (ii) A decrease in expenses of $13,815 or 1.6% to $820,266 for the three months ended June 30, 2003 as compared to $834,081 for the three months ended June 30, 2002. The net decrease is primarily due to the following: a) a decrease in management and property expenses of $21,489 primarily due to decrease in real estate tax at the Green Valley property and b) an increase in professional fees and administrative expenses of $8,673 due to an increase in accounting and legal fees. COMPARISON OF SIX MONTHS ENDED JUNE 30, 2003 TO SIX MONTHS ENDED JUNE 30, 2002 The Partnership recognized a net loss of $1,549 for the six months ended June 30, 2003 as compared to a net income of $99,084 for the same period in 2002.The change is primarily due to the following factors: (i) A decrease in revenue of $111,705 or 6.4% to $1,627,784 for the six months ended June 30, 2003 as compared to $1,739,489 for the six months ended June 30, 2002. The net decrease is due to the following: a) an increase of $29,717 mainly due to an increase in insurance premiums at all properties and accrued real estate tax reimbursed expenses at the Valencia property b) a one time bad debt recovery of $116,328 incurred in 2002 from a tenant bankruptcy settlement (no such rent was collected in 2003), and c) a decrease in base rent collected by the Partnership of $17,437 due to the increase in vacancy at the Green Valley and Valencia properties. (ii) A decrease in expenses of $11,072 or 0.7% to $1,629,333 for the six months ended June 30, 2003 as compared to $1,640,405 for the six months ended June 30, 2002. The net decrease is primarily due to the following: a) a decrease in management and property expenses of $19,682 due to decrease in real estate tax at the Green Valley property and b) an increase in professional fees and other expenses of $6,676 due to an increase in accounting and legal fees. -9- 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 reasonable 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, the principal anchor tenant at the Green Valley Property, that Abco would not be renewing its lease at the expiration of its term on July 31, 1999. Abco vacated its space in May, 1999. This space represents about 20% of the Green Valley Property's leaseable area. The Partnership retained several large regional real estate brokerage firms to help market the space. A Safeway Supermarket being built near the Green Valley Property has effectively negated the potential of a supermarket as a replacement tenant for the former Abco tenant. In March 2003, a lease was executed with Family Dollar, Inc. for 9,571 of the total square feet of 38,983, formerly leased by Abco. The Partnership has not identified a potential tenant for the remaining 29,412 square feet, and the Partnership does not know what affect, if any, that this continuing vacant space will have on the Green Valley Property, the other tenants, or the ability of the Partnership to lease other vacant space at the Green Valley Property. (In conjunction with the Family Dollar lease the Partnership expects to spend at total of approximately $300,000 for renovations and replacing the roof of the former Abco building.) The Partnership will deliver the premises to Family Dollar once the renovations are completed. Rent payments will commence one year after the delivery of the premises or acceptance of the premises by Family Dollar and continue through 2012. 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 pending the resolution of the Abco vacancy. The Partnership is uncertain at this point if this $150,000 working capital or a portion of it will or will not be released as a result of the Family Dollar lease. As described in "Organization and Capitalization" above, the Partnership used Bond Units to fund real property acquisitions in 1988. The Bond Units were held by the United States Trust Company of New York, as trustee for the benefit of the holders. As of September 30, 1997, the Partnership closed three fixed rate first mortgages and used the proceeds of the mortgage loans and available cash to redeem all of the outstanding bonds. The United States Trust Company of New York was responsible for locating the bond holders and redeeming the Bond Units. As of 2002, United States Trust Company of New York had not been able to find all of the bond holders before it sold its corporate trust division to the Bank of New York. In December 2002, The Bank of New York notified the Partnership of its resignation as transfer agent due to a change in the services offered to their customers. The money still owed to the bond holders, totalling about $62,000 was returned to the Partnership. The Partnership is holding the money in a segregated cash account while making an effort to locate the bond holders. The liability is included in "accrued expenses and other liabilities" on the accompanying June 30, 2003 balance sheet. 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. 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. The cash on hand at June 30, 2003 will be used to fund (a) costs associated with releasing the Abco space since the costs of releasing exceed the $150,000 already held in escrow by the Lender for this purpose (b) redeeming the final Bond Units once the holders are located; and (c) other general Partnership purposes. Net cash provided by operating activities of $459,536 for the six months ended June 30, 2003 included (i) a net loss of $1,549, (ii) non-cash adjustments of $341,147 for depreciation and amortization expense and (iii) a net change in operating assets and liabilities of $119,938. -10- Net cash provided by operating activities of $501,202 for the six months ended June 30, 2002 included (i) net income of $99,084, (ii) non-cash adjustments of $325,732 for depreciation and amortization expense and (iii) a net change in operating assets and liabilities of $76,386. Net cash used in investing activities of $181,142 for the six months ended June 30, 2003 was for capital expenditures for property improvements. Net cash used in investing activities of $108,811 for the six months ended June 2002 was for capital expenditures for property improvements. Net cash used in financing activities of $147,000 for the six months ended June 30, 2003 include (i) principal repayments on mortgage loans payable of $127,668, and (ii) an increase in restricted cash of $19,332. Net cash used in financing activities of $118,953 for the six months ended June 30, 2002 include (i) principal repayments on mortgage loans payable of $117,733 and (ii) an increase in restricted cash of $1,220. ITEM 3. CONTROLS AND PROCEDURES. President and Treasurer Certifications. Attached as exhibits to this quarterly report are the certifications of the President and Treasurer of the Partnership's General Partner required by Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934 (the "Certifications"). This section of the quarterly report contains the information concerning the evaluation of disclosure controls and changes to internal controls over financial reporting referred to in the Certifications and this information should be read in conjunction with the Certifications for a more complete understanding of the topics presented. Disclosure Controls. Disclosure controls are procedures that are designed for the purpose of ensuring that information required to be disclosed in the Partnership's reports filed under the Securities Exchange Act of 1934 (such as this quarterly report), is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Internal Controls over Financial Reporting. Internal Controls over financial reporting means a process designed by, or under the supervision of, the Partnership's principal executive and principal financial officers, or persons performing similar functions, and effected by the General Partner, the Partnership's management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America ("GAAP"), and includes those policies and procedures that: -pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Partnership; -provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Partnership are being made only in accordance with authorizations of management of the Partnership; and -provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Partnership's assets that could have a material effect on the Partnershp's consolidated financial statements. Limitations on the Effectiveness of Controls. The Partnership's management, including the President and Treasurer of the General Partner, does not expect that the Partnership's disclosure controls or internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Partnership have been detected. Further, the design of any control system is based in part upon certain assumptions about the likelihood of future events, and there can be no -11- assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Changes to Internal Controls over Financial Reporting. In accordance with the SEC's requirements, the President and the Treasurer of the General Partner note that, during the fiscal quarter ended June 30, 2003 there have been no significant changes in internal controls over financial reporting or in other factors that have affected or are reasonably likely to materially affect internal controls over financial reporting, including any corrective actions with regard to significant deficiencies and material weaknesses. Conclusions regarding Disclosure Controls. Based upon the required evaluation of disclosure controls, the President and Treasurer of the General Partner have concluded that, as of June 30, 2003, the Partnership's disclosure controls are effective to provide reasonable assurance that material information relating to the Partnership is made known to management, including the President and Treasurer of the General Partner, particularly during the period when the Partnership's periodic reports are being prepared. -12- 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. 31.1 Certification of the principal executive officer pursuant to Rule 13a-14(a) or 15d-14(a). 31.2 Certification of the principal financial officer pursuant to Rule 13a-14(a) or 15d-14(a). 32.1 Certifications by the principal executive officer, pursuant to section 906 of the Sarbanes - Oxley Act of 2002. 32.2 Certifications by the principal financial officer, pursuant to section 906 of the Sarbanes - Oxley Act of 2002.
(B) REPORTS: No reports on form 8-K were filed during the quarter covered by this Report. -13- 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: 8/11/03 CONCORD MILESTONE PLUS, L.P. ------- ---------------------------- (Registrant) BY: CM PLUS CORPORATION ------------------------------ General Partner By: /s/ Leonard Mandor ------------------------------ Leonard Mandor President By: /s/ Patrick Kirse ------------------------------ Patrick Kirse Treasurer and Controller -14- EX-99.31(1) 3 file002.txt CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER 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-QSB of Concord Milestone Plus, L.P.; (2) Based on my knowledge, this quarterly 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 quarterly report; (3) Based on my knowledge, the financial statements and other financial information included in this quarterly 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 quarterly report; (4) The small business issuer's other certifying officer 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's and we 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's, including its consolidated subsidiaries is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and c) disclosed in this quarterly 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 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 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 controls 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. By: CM Plus Corporation, General Partner DATE: 8/11/03 /s/ Leonard Mandor ------- ------------------------------- Leonard Mandor President -15- EX-99.31(2) 4 file003.txt CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER EXHIBIT 31.2 CERTIFICATIONS I, Patrick 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-QSB of Concord Milestone Plus, L.P.; (2) Based on my knowledge, this quarterly 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 quarterly report; (3) Based on my knowledge, the financial statements and other financial information included in this quarterly 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 quarterly report; (4) The small business issuer's other certifying officer 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's and we 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's, including its consolidated subsidiaries is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and c) disclosed in this quarterly 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 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 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 controls 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. By: CM Plus Corporation, General Partner DATE: 8/11/03 /s/ Patrick Kirse ------- ------------------------------- Patrick Kirse Treasurer and Controller -16- EX-99.32(1) 5 file004.txt CERTIFICATIONS BY THE PRINCIPAL EXECUTIVE OFFICER EXHIBIT 32.1 CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED 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-QSB for the period ended June 30, 2003 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 issuer. By: CM Plus Corporation, General Partner DATE: 8/11/03 /s/ Leonard Mandor ------- ----------------------------- Leonard Mandor President -17- EX-99.32(2) 6 file005.txt CERTIFICATIONS BY THE PRINCIPAL FINANCIAL OFFICER EXHIBIT 32.2 CERTIFICATION BY PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED 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-QSB for the period ended June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Patrick 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 issuer. By: CM Plus Corporation, General Partner DATE: 8/11/03 /s/ Patrick Kirse ------- ---------------------------- Patrick Kirse Treasurer and Controller -18- -----END PRIVACY-ENHANCED MESSAGE-----