-----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, SwKZkClBJThVsU2WI5jP7zfa9BXqU2f4xXHXjnIRqz471YLJ9YsqmuaVwrMU9pOy ymR3c425FrIDMNJs2VEYrQ== 0000950136-03-002777.txt : 20031113 0000950136-03-002777.hdr.sgml : 20031113 20031113153714 ACCESSION NUMBER: 0000950136-03-002777 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20030930 FILED AS OF DATE: 20031113 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: 03997918 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: September 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, including area code) Check whether the issuer (1) filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 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 ---- ----- As of November 6, 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 SEPTEMBER 30, 2003 (UNAUDITED) AND DECEMBER 31, 2002 Assets: September 30, 2003 December 31, 2002 ------------------ ----------------- Property: Building and improvements, at cost $16,628,167 $16,248,673 Less: accumulated depreciation 8,923,406 8,431,139 ----------- ----------- Building and improvements, net 7,704,761 7,817,534 Land, at cost 10,987,034 10,987,034 ----------- ----------- Property, net 18,691,795 18,804,568 Cash and cash equivalents 929,036 1,005,152 Accounts receivable 101,904 173,001 Restricted cash 313,701 244,594 Debt financing costs, net 125,335 148,835 Prepaid expenses and other assets, net 68,333 66,082 ----------- ----------- Total assets $20,230,104 $20,442,232 =========== =========== Liabilities: Mortgage loans payable $15,485,973 $15,675,953 Accrued interest 105,381 110,228 Deposits 104,987 92,394 Accrued expenses and other liabilities 314,393 286,382 Accrued expenses payable to affiliates - 1,006 ----------- ----------- Total liabilities 16,010,734 16,165,963 ----------- ----------- Commitments and Contingencies Partners' capital: General partner (80,371) (79,802) Limited partners: Class A Interests, 1,518,800 4,299,741 4,356,071 Class B Interests, 2,111,072 - - ----------- ----------- Total partners' capital 4,219,370 4,276,269 Total liabilities and partners' capital $20,230,104 $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 SEPTEMBER 30, 2003 AND 2002
September 30, 2003 September 30, 2002 ------------------ ------------------ Revenues: Rent $648,987 $638,288 Reimbursed expenses 152,015 144,513 Interest and other income 7,054 54,077 --------- -------- Total revenues 808,056 836,878 --------- -------- Expenses: Interest expense 323,584 328,798 Depreciation and amortization 179,288 167,027 Management and property expenses 292,813 295,542 Administrative and management fees to affiliates 52,350 52,714 Professional fees and administrative expenses 15,371 17,932 --------- -------- Total expenses 863,406 862,013 --------- -------- Net loss $(55,350) $(25,135) ========= ======== Net loss attributable to: Limited partners $(54,796) $(24,883) General partner (554) (252) --------- -------- Net loss $(55,350) $(25,135) ========= ======== Loss per weighted average Limited Partnership 100 Class A Interests outstanding, basic & diluted $ (3.64) $ (1.65) ========= ======== Weighted average number of 100 Class A interests outstanding 15,188 15,188 ========= ========
See Accompanying Notes to Financial Statements -3- CONCORD MILESTONE PLUS, L.P. (A LIMITED PARTNERSHIP) STATEMENTS OF REVENUES AND EXPENSES (UNAUDITED) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
September 30, 2003 September 30, 2002 ------------------ ------------------ Revenues: Rent $1,970,141 $1,976,879 Reimbursed expenses 450,134 412,915 Bad debts recovered - 116,328 Interest and other income 15,565 70,245 ---------- ---------- Total revenues 2,435,840 2,576,367 ---------- ---------- Expenses: Interest expense 964,132 979,293 Depreciation and amortization 520,435 492,759 Management and property expenses 788,551 810,962 Administrative and management fees to affiliates 155,373 159,271 Professional fees and administrative expenses 64,248 60,133 ---------- ---------- Total expenses 2,492,739 2,502,418 ---------- ---------- Net (loss) income $(56,899) $ 73,949 ---------- ---------- Net (loss) income attributable to: Limited partners $(56,330) $73,210 General partner (569) 739 ---------- ---------- Net (loss) income $(56,899) $ 73,949 ========== ========== (Loss) Income per weighted average Limited Partnership 100 Class A Interests outstanding, basic & diluted $ (3.75) $ 4.87 ========== ========== Weighted average number of 100 Class A interests outstanding 15,188 15,188 ========== ==========
See Accompanying Notes to Financial Statements -4- CONCORD MILESTONE PLUS, L.P. (A LIMITED PARTNERSHIP) STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (UNAUDITED) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 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 (56,899) (569) (56,330) 0 ---------- -------- ---------- ------------ PARTNERS' CAPITAL (DEFICIT) September 30, 2003 $4,219,370 $(80,371) $4,299,741 $0 ========== ======== ========== ============
See Accompanying Notes to Financial Statements -5- CONCORD MILESTONE PLUS, L.P. (A LIMITED PARTNERSHIP) STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
September 30, 2003 September 30, 2002 ------------------ ------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) income $(56,899) $73,949 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation and amortization 520,435 492,759 Change in operating assets and liabilities: Decrease in accounts receivable 71,097 63,350 Increase in prepaid expenses and other assets, net (6,919) (47,247) Decrease in accrued interest (4,847) (4,798) Increase in accrued expenses and other liabilities 40,604 100,080 (Decrease) increase in accrued expenses payable to affiliates (1,006) 18,927 ------- -------- Net cash provided by operating activities 562,465 697,021 ------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Property improvements (379,494) (156,790) ------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Increase in restricted cash (69,107) (91,006) Principal repayments on mortgage loans payable (189,980) (174,865) ------- -------- Net cash used in financing activities (259,087) (265,871) ------- -------- NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (76,116) 274,359 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,005,152 705,399 --------- ------- CASH AND CASH EQUIVALENTS, END OF PERIOD $929,036 $979,758 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for interest $968,979 $984,091 ======== ========
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 September 30, 2003, and the related statements of revenues and expenses, changes in partners' capital, and cash flows for the three month and nine month periods ended September 30, 2003 and September 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 November 6, 2003 -7- CONCORD MILESTONE PLUS, L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 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 September 30, 2003 and 2002 are unaudited. The financial statements for the periods ended September 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 "Properties"). 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 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, 2003 TO THREE MONTHS ENDED SEPTEMBER 30, 2002 - ------------------ The Partnership recognized a net loss of $55,350 for the three months ended September 30, 2003 as compared to a net loss of $25,135 for the same period in 2002.The change is primarily due to the following factors: (i) A decrease in revenue of $28,822 or 3.4% to $808,056 for the three months ended September 30, 2003 as compared to $836,878 for the three months ended September 30, 2002. The net decrease in revenue is due to the following a) an increase in tenants monthly base rent of $10,699 for the quarter in Green Valley property b) an increase in reimbursed expenses of $7,502 is mainly due to an increase in insurance premiums at all properties and accrued real estate tax reimbursed expenses at the Valencia property and c) a decrease in interest and other income of $47,023 is primarily due to Valencia being awarded $10,747 in an appeal for the 2002 real estate direct tax assessment year as compared to $37,912 in an appeal for the real estate direct tax assessment years 1997 thru 2001; and which was reflected in the financial statements for the quarter ended September 30, 2002. (ii) An increase in expenses of $1,393 or 0.1% to $863,406 for the three months ended September 30, 2003 as compared to $862,013 for the three months ended September 30, 2002. The net increase in expenses is primarily due to a) an increase in depreciation expense during the three months ended September 30, 2003 of $12,261 due to capital expenditures incurred during 2002 and 2003 for roof replacement and tenant improvements at the Valencia and Green Valley properties b) a decrease in interest expense during the three months ended September 30, 2003 of $5,214 due to the principal balance of the mortgages being reduced by the normal monthly principal payments being made in accordance with the loan amortization schedules and c) a decrease during the three months ended September 30, 2003 in management and property expenses of $2,729 primarily due to decrease in real estate tax at Green Valley -9- COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 2003 TO NINE MONTHS ENDED SEPTEMBER 30, 2002 - ------------------ The Partnership recognized a net loss of $56,899 for the nine months ended September 30, 2003 as compared to a net income of $73,949 for the same period in 2002.The change is primarily due to the following factors: (i) A decrease in revenue of $140,527 or 5.4% to $2,435,840 for the nine months ended September 30, 2003 as compared to $2,576,367 for the nine months ended September 30, 2002. The net decrease in revenue is due to the following: a) in the nine months ended September 30, 2003 insurance premiums at all properties and accrued real estate tax reimbursed expenses at the Valencia property increased $37,219 from the nine months ended September 30, 2002 b) a one time bad debt amount of $116,328 was recovered in April 2002 and there was no bad debt recovered in 2003, and c) a decrease in interest and other income of $54,680 was primarily due to Valencia being awarded $10,747 in an appeal for the 2002 real estate tax direct assessment year as compared to $37,912 in an appeal for the estate direct tax assessment years 1997 thru 2001 which was reflected in the financial statements for the quarter ended September 30, 2002. (ii) A decrease in expenses of $9,679 or 0.3% to $2,492,739 for the nine months ended September 30, 2003 as compared to $2,502,418 for the nine months ended September 30, 2002. The net decrease in expenses is primarily due to the following: a) an increase in the nine months ended September 30, 2003 in depreciation expense of $27,676 due to capital expenditure incurred during 2002 and 2003 for roof replacement and tenant improvements at the Valencia and Green Valley properties b) a decrease in the 9 months ended September 30, 2003 of interest expense of $15,161 due to the principal balance of the mortgages being reduced by the normal monthly principal payments being made in accordance with the loan amortization schedules and c) a decrease in the 9 months ended September 30, 2003 in management and property expenses of $22,411 primarily due to decrease in real estate tax at Green Valley. 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 effect, 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. The Partnership delivered the premises to Family Dollar in June 2003. Rent payments of $3,982.50 per month will commence in August 2004 and continue through December 2008 with four 5 years options to renew unless the lease is breached or otherwise terminated. 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 if this $150,000 or a portion of it will ever be released or if so, when, 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 redeemed 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 -10- had not been able to find all of the bond holders. 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. As of September 30, 2003, the Partnership has been able to locate five of the six bond holders and disbursed to them approximately $53,000. The Partnership is holding $9,000 in a segregated cash account while making an effort to locate the last bond holder. The liability is included in "accrued expenses and other liabilities" on the accompanying September 30, 2003 balance sheet. The Partnership has made distributions to its partners in the past. Distributions were suspended after the second quarter of 1999. The Partnership will evaluate the amount of future distributions, if any, on a quarter by quarter basis. No assurances can be given as to whether the Partnership will make distributions, and if so, 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 September 30, 2003 will be used to fund (a) costs associated with releasing the Abco space which exceed the $150,000 held in escrow (b) redeeming the final Bond Units if the last holder is located; and (c) other general Partnership purposes. Net cash provided by operating activities of $562,465 for the nine months ended September 30, 2003 included (i) a net loss of $56,899, (ii) non-cash adjustments of $520,435 for depreciation and amortization expense and (iii) a net change in operating assets and liabilities of $98,929. Net cash provided by operating activities of $697,021 for the nine months ended September 30, 2002 included (i) net income of $73,949, (ii) non-cash adjustments of $492,759 for depreciation and amortization expense and (iii) a net change in operating assets and liabilities of $130,313. Net cash used in investing activities of $379,494 for the nine months ended September 30, 2003 was for capital expenditures for property improvements. Net cash used in investing activities of $156,790 for the nine months ended September 2002 was for capital expenditures for property improvements. Net cash used in financing activities of $259,087 for the nine months ended September 30, 2003 include (i) principal repayments on mortgage loans payable of $189,980, and (ii) an increase in restricted cash of $69,107. Net cash used in financing activities of $265,871 for the nine months ended September 30, 2002 include (i) principal repayments on mortgage loans payable of $174,865 and (ii) an increase in restricted cash of $91,006. 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. -11- 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 Partnership'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 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 September 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 September 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 Registration No. 000-16757 (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.,incorporated herein by reference to Exhibit 3.2 to Registrant's Form 10-K for the fiscal year ended December 31, 1987 ("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 Registrant's Form 10-K for the fiscal year ended December 31, 1988. 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 Certification by the principal executive officer, pursuant to section 906 of the Sarbanes - Oxley Act of 2002 and Section 1350 of the United States Code. 32.2 Certifications by the principal financial officer, pursuant to section 906 of the Sarbanes - Oxley Act of 2002 and Section 1350 of the United States Code.
(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: 11/6/03 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-31.1 3 file002.txt CERTIFICATION 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 issuers, 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 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 control over financial reporting. By: CM Plus Corporation, General Partner DATE: 11/6/03 /s/ Leonard Mandor ----------------------------- Leonard Mandor President -15- EX-31.2 4 file003.txt CERTIFICATION 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 issuers, 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 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 control over financial reporting. By: CM Plus Corporation, General Partner DATE: 11/6/03 /s/ Patrick Kirse ---------------------------- Patrick Kirse Treasurer and Controller -16- EX-32.1 5 file004.txt CERTIFICATION 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 September 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: 11/6/03 /s/ Leonard Mandor ---------------------------- Leonard Mandor President -17- EX-32.2 6 file005.txt CERTIFICATION 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 September 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: 11/6/03 /s/ Patrick Kirse ------------------------------- Patrick Kirse Treasurer and Controller -18- -----END PRIVACY-ENHANCED MESSAGE-----