10QSB 1 file001.htm FORM 10QSB




                                  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: March 31, 2006

                                       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 205
         DELRAY BEACH, FLORIDA                               33445
----------------------------------------                  ----------
(Address of Principal Executive Offices)                  (Zip Code)


                                 (561) 394-9260
                            -------------------------
                            Issuer's Telephone Number


Check whether the issuer (1) has filed all reports to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months, and (2) has been subject to
such filing requirements for the past 90 days.

Yes   X    No
    -----     -----


Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

Yes        No   X
    -----     -----


As of May 1, 2006, 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

                MARCH 31, 2006 (UNAUDITED) AND DECEMBER 31, 2005


Assets:                                       March 31, 2006    December 31,2005
                                              --------------    ----------------
Property:
Building and improvements, at cost               $17,123,777        $17,111,777
Less: accumulated depreciation                    10,724,714         10,544,901
                                                ------------       ------------
Building and improvements, net                     6,399,063          6,566,876
Land, at cost                                     10,987,034         10,987,034
                                                ------------       ------------
Property, net                                     17,386,097         17,553,910

Cash and cash equivalents                          1,882,938          1,707,023
Accounts receivable, net                             187,938            168,632
Restricted cash                                      161,067             88,797
Debt financing costs, net                             47,001             54,834
Prepaid expenses and other assets, net                31,271             49,688
                                                ------------       ------------
      Total assets                               $19,696,312        $19,622,884
                                                ============       ============
Liabilities:
Mortgage loans payable                           $14,756,680        $14,840,503
Accrued interest                                     103,770            104,359
Deposits                                             154,715            152,859
Accrued expenses and other liabilities               304,593            245,324
Accrued expenses payable to affiliates                 3,925              2,712
                                                ------------       ------------
      Total liabilities                           15,323,683         15,345,757
                                                ------------       ------------

Commitments and Contingencies

Partners' capital:
      General partner                                (78,838)           (79,793)
      Limited partners:
         Class A Interests, 1,518,800              4,451,467          4,356,920
         Class B Interests, 2,111,072                      -                  -
                                                ------------       ------------
      Total partners' capital                      4,372,629          4,277,127
                                                ------------       ------------

      Total liabilities and partners' capital    $19,696,312        $19,622,884
                                                ============       ============


                 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 MARCH 31, 2006 AND 2005

                                                          March 31,    March 31,
                                                             2006        2005
                                                          ---------    ---------
Revenues:
Rent                                                       $758,318     $708,490
Reimbursed expenses                                         170,415      264,083
Interest and other income                                    17,137        7,602
                                                           --------     --------

      Total revenues                                        945,870      980,175
                                                           --------     --------

Expenses:
Interest expense                                            301,907      308,170
Depreciation and amortization                               188,793      190,002
Management and property expenses                            233,050      336,821
Administrative and management fees to related party          59,963       59,067
Professional fees and other expenses                         16,655       15,198
                                                           --------     --------

      Total expenses                                        800,368      909,258
                                                           --------     --------

Net income                                                 $145,502      $70,917
                                                           ========     ========

Net income attributable to:

      Limited partners                                     $144,047      $70,208
      General partner                                         1,455          709
                                                           --------     --------

Net income                                                 $145,502      $70,917
                                                           ========     ========

Income per weighted average
Limited Partnership 100 Class A Interests outstanding         $9.58        $4.67
                                                              =====        =====

Distribution per weighted average Limited Partnership
100 Class A Interests outstanding                             $3.30        $3.25
                                                              =====        =====

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 CHANGES IN PARTNERS' CAPITAL

                                   (UNAUDITED)

                    FOR THE THREE MONTHS ENDED MARCH 31, 2006



                                                       GENERAL         CLASS A          CLASS B
                                           TOTAL       PARTNER        INTERESTS       INTERESTS
                                           -----       -------        ---------       ---------

PARTNERS' CAPITAL (DEFICIT)
           January 1, 2006            $4,277,127      $(79,793)      $4,356,920       $       -
                                     -----------      --------      -----------       ---------

1st Quarter 2006 Distribution            (50,000)         (500)         (49,500)              -
Net Income                               145,502         1,455          144,047               -
                                     -----------      --------      -----------       ---------

PARTNERS' CAPITAL (DEFICIT)
           March 31, 2006             $4,372,629      $(78,838)      $4,451,467               -
                                     ===========      ========      ===========       =========















                 See Accompanying Notes to Financial Statements



                                       4



                          CONCORD MILESTONE PLUS, L.P.
                             (A LIMITED PARTNERSHIP)

                            STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005



                                                                            March 31, 2006      March 31, 2005
                                                                            --------------      --------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                        $145,502             $70,917
Adjustments to reconcile net income to net
         cash provided by operating activities:
         Depreciation and amortization                                             188,793             190,001
         Change in operating assets and liabilities:
         (Increase) in accounts receivable                                         (19,306)           (107,598)
         Decrease in prepaid expenses and other assets, net                         17,270              18,214
         (Decrease) in accrued interest                                               (589)               (545)
         Increase (decrease) in accrued expenses and other liabilities              61,125              (1,389)
         Increase in accrued expenses payable to affiliates                          1,213               4,595
                                                                                ----------          ----------

Net cash provided by operating activities                                          394,008             174,195
                                                                                ----------          ----------

CASH FLOWS FROM INVESTING ACTIVITY:
         Property improvements                                                     (12,000)             (6,676)
                                                                                ----------          ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
         (Increase) in restricted cash                                             (72,270)            (11,271)
         Principal repayments on mortgage loans payable                            (83,823)            (77,604)
         Cash distributions to partners                                            (50,000)            (49,425)
                                                                                ----------          ----------
Net cash used in financing activities                                             (206,093)           (138,300)
                                                                                ----------          ----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                          175,915              29,219

CASH AND CASH EQUIVALENTS,
         BEGINNING OF PERIOD                                                     1,707,023           1,468,442
                                                                                ----------          ----------

CASH AND CASH EQUIVALENTS,
         END OF PERIOD                                                          $1,882,938          $1,497,661
                                                                                ==========          ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
         INFORMATION:

Cash paid during the period for interest                                          $302,496            $308,715
                                                                                ==========          ==========




                 See Accompanying Notes to Financial Statements



                                       5




                          CONCORD MILESTONE PLUS, L.P.
                             (A LIMITED PARTNERSHIP)

                          NOTES TO FINANCIAL STATEMENTS

                                   (UNAUDITED)

                    FOR THE THREE MONTHS ENDED MARCH 31, 2006


         The accompanying financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information and with the instructions to Form 10-QSB and
Item 310 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 of these quarterly periods have been included. The financial
statements as of and for the periods ended March 31, 2006 and 2005 are
unaudited. The results of operations for the interim periods shown in this
report are not necessarily indicative of the results of operations that may be
expected for any other interim period or for the full fiscal year. These interim
financial statements should be read in conjunction with the annual financial
statements and footnotes included in the Partnership's financial statements
filed on Form 10-KSB for the year ended December 31, 2005.

SUBSEQUENT EVENT
----------------

         The General Partner has resolved to make a cash distribution equal to
$0.0326 per Class A Interest to be paid to the holders of Class A Interests as
of March 31, 2006 in May 2006.

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. Forward-looking statements that were true at the time made may
ultimately prove to be incorrect or false. Readers are cautioned to not place
undue reliance on forward-looking statements, which reflect our management's
view only as of the date of this report. We undertake no obligation to update or
revise forward-looking statements to reflect changed assumptions, the occurrence
of unanticipated events or changes to future operating results.

ORGANIZATION AND CAPITALIZATION
-------------------------------

         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


                                       6


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 MARCH 31, 2006 TO THREE MONTHS ENDED
MARCH 31,2005
---------------------------------------------------------------------

         The Partnership recognized a net income of $145,502 for the three
months ended March 31, 2006 as compared to a net income of $70,917 for the same
period in 2005. The increase is primarily due to the following factors:

         A decrease in expenses of $108,890 or 12.0%, to $800,368 for the three
months ended March 31, 2006 as compared to $909,258 for the three months ended
March 31, 2005. The decrease is primarily due to a decrease in management and
property expenses of $103,771 due to a decrease in parking lot repairs.

         The decrease in expenses was offset by a decrease in revenue of $34,305
or 3.5%, to $945,870 for the three months ended March 31, 2006 as compared to
$980,175 for the three months ended March 31, 2005. The net decrease is
primarily due to a decrease in reimbursed expenses of $93,668, offset by an
increase in base rent of $49,828 due to decreases in common area maintenance
reimbursed expenses and increases in base rent at the Green Valley and Valencia
properties.

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
foreseeable future operating requirements. Nevertheless, because the cash
revenues and expenses of the Partnership will depend on future facts and
circumstances relating to the Partnership's properties, as well as market and
other conditions beyond the control of the Partnership, a possibility exists
that cash flow deficiencies may occur.

         Albertson's, the principal anchor tenant at the Valencia Property,
vacated its space at the Valencia Property in July, 2005. This space represents
about 30% of the Valencia Property's leaseable area. Their lease is scheduled to
expire in June 2006. Pursuant to its lease, Albertson's is obligated to continue
to pay its monthly rent and honor the terms of the lease agreement until its
expiration date. The Partnership has signed a lease with a replacement
supermarket but the lease is not yet effective and is contingent upon, among
other things, the approval of the tenant's building plans by the City of
Valencia. The tenant's building plans have been submitted to the City of
Valencia and are currently being reviewed. Many of the tenants at the Valencia
Property have short term leases. It is not possible to determine the long-term
effects of the vacancy of the Albertson's space or of the occupancy of such
space by a new anchor tenant, once a new one is obtained. In the short term,
however, the vacancy of the Albertson's space could have a material adverse
effect on the results of operations at the Valencia Property by impairing the
Partnership's ability to retain other tenants or to renew their leases on
favorable terms, by reducing the traffic at the Valencia Property and negatively
affecting percentage rents. If the replacement supermarket lease does not become
effective due to the contingencies provided for in the lease, the Partnership
will incur expenses in leasing the Albertson's space to a new tenant and cannot
predict how soon such space could be leased or the terms of any new lease.

         The Partnership has made distributions to its partners in the past.
Distributions were suspended after the second quarter of 1999 and resumed in the
first quarter of 2005. A distribution of $50,000 was paid during January 2006,
and an additional distribution of $50,000 is intended to be made in May 2006.
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. As described above, the
Albertson's lease expires in June 2006, and the cessation of the cash flow from
this anchor tenant's lease, if not replaced, may impair the ability of the
Partnership to continue to pay quarterly distributions.

         Management is not aware of any other significant trends, events,
commitments for capital expenditures or


                                       7


uncertainties that will or are likely to materially impact the Partnership's
liquidity.

         The cash on hand at March 31, 2006 may be used for (a) the capital
improvement requirements of the Partnership's properties, (b) the May 2006
distribution to partners of $50,000 and future distributions, and (c) for other
general Partnership purposes, including the costs of leasing vacant or soon to
be vacant space, costs of compliance with Section 404 of the Sarbanes-Oxley Act
of 2002, and other regulatory and public company costs.

         Net cash provided by operating activities of $394,008 for the three
months ended March 31, 2006 included (i) net income of $145,502, (ii) non-cash
adjustments of $188,793 for depreciation and amortization expense, and (iii) a
net change in operating assets and liabilities of $59,713.

         Net cash provided by operating activities of $174,195 for the three
months ended March 31, 2005 included (i) net income of $70,917, (ii) non cash
adjustments of $190,001 for depreciation and amortization expense, and (iii) a
net change in operating assets and liabilities of $86,723.

         Net cash used in investing activities of $12,000 for the three months
ended March 31, 2006 was for capital expenditures for property improvements.

         Net cash used in investing activities of $6,676 for the three months
ended March 31, 2005 was for capital expenditures for property improvements.

         Net cash used in financing activities of $206,093 for the three months
ended March 31, 2006 included (i) principal repayments on mortgage loans payable
of $83,823, (ii) an increase in restricted cash of $72,270, and (iii) cash
distributions to partners of $50,000.

         Net cash used in financing activities of $138,300 for the three months
ended March 31, 2005 included (i) principal repayments on mortgage loans payable
of $77,604, (ii) an increase in restricted cash of $11,271, and (iii) cash
distributions to partners of $49,425.

         The Partnership has received an unsolicited letter from a third party
expressing such party's interest in purchasing the Green Valley Property. The
Partnership has engaged in discussions with such party. Such discussions have
included, among other things, clarifying to the third party that the size of the
Green Valley Property is less than what such party originally assumed in its
original letter, the valuation of the Green Valley Property and the time frames
for the purchaser's feasibility studies and financing contingencies. There can
be no assurance that any such discussions will result in a contract for sale, or
that a sale of the Green Valley Property will be consummated or how much the
Partnership will actually realize in the event that the Green Valley Property is
sold.

OFF-BALANCE SHEET ARRANGEMENTS
------------------------------

         The Partnership has no off-balance sheet arrangements as contemplated
by Item 303(c) of Rule S-B.

ITEM 3. CONTROLS AND PROCEDURES.
--------------------------------

         The President and Treasurer of CM Plus Corporation, the general partner
of the Partnership, are the principal executive officer and principal financial
officer of the Partnership and have evaluated, in accordance with Rules 13a-15
and 15d-15 of the Securities Exchange Act of 1934, as amended (the "Act"), the
effectiveness of the Partnership's disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-(e) of the Act) as of the end of the period
covered by this report. Based on that evaluation, the President and the
Treasurer of CM Plus Corporation have concluded that as of the end of the period
covered by this report the Partnership's disclosure controls and procedures are
effective to provide reasonable assurance that information required to be
disclosed by the Partnership and its subsidiaries in the reports it files or
submits under the Act is recorded, processed, summarized and reported within the
time periods specified in the SEC's rules and forms.

         There were no changes in the Partnership's internal control over
financial reporting identified in connection with the required evaluation
performed by the President and Treasurer of CM Plus Corporation that occurred
during the


                                       8


Partnership's last fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the Partnership's internal control over financial
reporting.

PART II - OTHER INFORMATION
---------------------------

ITEM 5. OTHER INFORMATION
-------------------------

         On April 25, 2006, SCM Special Fund, LLC; MPF-NY 2005, LLC; MPF
Flagship Fund 10, LLC; Sutter Opportunity Fund 3, LLC; MPF Dewaay Premier Fund
3, LLC; MPF Blue Ridge Fund I, LLC; MacKenzie Patterson Special Fund 6, LLC;
MacKenzie Patterson Special Fund 6-A, LLC; MPF Blue Ridge Fund II, LLC; MP Value
Fund 7, LLC; MPF Dewaay Premier Fund 2, LLC; MPF Flagship Fund 11, LLC;
Accelerated High Yield Institutional Investors, Ltd., LP; and MacKenzie
Patterson Fuller, LP (collectively, the "Purchasers") disclosed in a Tender
Offer Statement on Schedule TO filed with the Securities and Exchange Commission
(the "SEC") their offer (the "Tender Offer") to purchase any and/or all of the
outstanding units of interests in the Partnership, each unit consisting of one
Class A Interest and one Class B Interest (each, a "Unit"), for a purchase price
of $5.00 per Unit, subject to reduction for certain distributions. The deadline
to accept the Tender Offer is May 25, 2006, unless extended by the Purchasers.
The Partnership has decided to remain neutral as to the Tender Offer and filed a
Schedule 14D-9 with the SEC on May 8, 2006. Among other things, the Partnership
pointed out the restrictions on transfers in its partnership agreement that are
intended to prevent a termination of the Partnership for federal income tax
purposes. These restrictions would limit the number of Units that the Purchasers
may acquire in the Tender Offer. The Schedule TO filed with the SEC by the
Purchasers and the Schedule 14D-9 filed with the SEC by the Partnership are
available on the SEC's website at www.sec.gov.


ITEM 6. EXHIBITS
----------------

         Number      Description of Document
         ------      -----------------------

         3.1         Amended and Restated Agreement of Limited Partnership of
                     Concord Milestone Plus, L.P. Incorporated herein by
                     reference to Exhibit A to the Registrant's Prospectus
                     included as Part I of the 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 Rules 13a-14(a) or 15(d)-14(a) of the Securities
                     Exchange Act of 1934, as amended.


                                       9


         31.2        Certification of the principal financial officer, pursuant
                     to Rules 13a-14(a) or 15(d)-14(a) of the Securities
                     Exchange Act of 1934, as amended.

         32.1        Certifications of the principal executive officer, pursuant
                     to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the
                     Sarbanes-Oxley Act of 2002.

         32.2        Certifications of the principal financial officer, pursuant
                     to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the
                     Sarbanes-Oxley Act of 2002.






                                       10



                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



DATE:    May 9, 2006                         CONCORD MILESTONE PLUS, L.P.
       --------------                        ----------------------------
                                                     (Registrant)



                                             BY:   CM PLUS CORPORATION
                                                   -------------------
                                                   General Partner



                                             By:   /S/ Leonard Mandor
                                                   ------------------
                                                   Leonard Mandor
                                                   President






                                       11