<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
Of the Securities Exchange Act of 1934
For Quarter Ended: September 30, 1995 Commission File No. 000-16757
CONCORD MILESTONE PLUS, L.P.
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(Exact name of registrant as specified in its charter)
Delaware 52-1494615
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5200 TOWN CENTER CIRCLE
4TH FLOOR
BOCA RATON, FLORIDA 33486
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(Address of principal executive offices) (Zip Code)
(407) 394-9260
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
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<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
(Attached)
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the provisions of Rule 10-1 of Regulation S-X and the
instructions to Form 10-Q. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included.
Certain reclassifications were made to the accompanying 1994 financial
statements to conform to the 1995 presentation.
<PAGE>
CONCORD MILESTONE PLUS, L.P.
(a Limited Partnership)
BALANCE SHEETS
SEPTEMBER 30, 1995 (Unaudited) AND DECEMBER 31, 1994
<TABLE>
<CAPTION>
ASSETS
September 30, December 31,
1995 1994
------------- ------------
<S> <C> <C>
Property, at cost
Building and improvements $15,101,821 $15,052,424
Less: accumulated depreciation 4,110,603 3,695,110
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Building and improvements, net 10,991,218 11,357,314
Land 10,987,034 10,987,034
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Total property 21,978,252 22,344,348
Cash and cash equivalents 802,998 344,020
Accounts receivable 218,537 224,058
Prepaid expenses 60,680 71,835
Other assets, net 78,840 21,037
Due from affiliates, net 26,209 0
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Total assets $23,165,516 $23,005,298
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LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Bonds payable, net $16,406,787 $16,334,737
Accrued interest 507,270 126,818
Accrued expenses and other liabilities 368,029 353,263
Due to affiliates 0 38,827
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Total liabilities 17,282,086 16,853,645
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Partners' capital:
General partner (63,731) (61,049)
Limited partners:
Class A Interests, 1,518,800 5,947,161 6,212,702
Class B Interests, 2,111,072 0 0
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Total partners' capital 5,883,430 6,151,653
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Total liabilities and partners' capital $23,165,516 $23,005,298
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</TABLE>
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<PAGE>
CONCORD MILESTONE PLUS, L.P.
(a Limited Partnership)
STATEMENTS OF REVENUES AND EXPENSES
(Unaudited)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
<TABLE>
<CAPTION>
September 30, September 30,
1995 1994
------------- ------------
<S> <C> <C>
Revenues:
Rent $ 644,938 $ 684,076
Reimbursed expenses 150,458 156,405
Interest and other income 8,821 5,540
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Total revenues 804,217 846,021
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Expenses:
Interest expense 380,453 370,170
Depreciation and amortization 163,300 174,855
Management and property expenses 230,673 248,492
Professional fees and other expenses 21,366 16,435
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Total expenses 795,792 809,952
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Net income $ 8,425 $ 36,069
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Income per weighted average
Limited Partnership 100 Class A
Interests outstanding $ 0.55 $ 2.37
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</TABLE>
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<PAGE>
CONCORD MILESTONE PLUS, L.P.
(a Limited Partnership)
STATEMENTS OF REVENUES AND EXPENSES
(Unaudited)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
<TABLE>
<CAPTION>
September 30, September 30,
1995 1994
------------- ------------
<S> <C> <C>
Revenues:
Rent $ 1,896,016 $ 1,897,224
Reimbursed expenses 437,934 447,649
Interest and other income 23,613 12,512
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Total revenues 2,357,563 2,357,385
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Expenses:
Interest expense 1,141,358 1,110,510
Depreciation and amortization 492,344 519,165
Management and property expenses 782,073 798,437
Professional fees and other expenses 60,186 55,299
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Total expenses 2,475,961 2,483,411
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Net loss $ (118,398) $ (126,026)
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Loss per weighted average
Limited Partnership 100 Class A
Interests outstanding $ (7.80) $ (8.30)
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</TABLE>
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<PAGE>
CONCORD MILESTONE PLUS, L.P.
(a Limited Partnership)
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 (Unaudited) and
FOR THE YEAR ENDED DECEMBER 30, 1994
<TABLE>
<CAPTION>
General Class A Class B
Total Partner Interests Interests
---------- ------- --------- ---------
<S> <C> <C> <C> <C>
PARTNER'S CAPITAL (DEFICIT)
December 31, 1993 $7,668,734 $(45,878) $7,714,612 $ 0
Distributions (200,006) (2,000) (198,006) 0
Net Loss (1,317,075) (13,171) (1,303,904) 0
---------- -------- ---------- -------
PARTNERS' CAPITAL (DEFICIT)
December 31, 1994 6,151,653 (61,049) 6,212,702 0
Distributions (149,825) (1,498) (148,327) 0
Net Loss (118,398) (1,184) (117,214) 0
---------- -------- ---------- -------
PARTNERS' CAPITAL (DEFICIT)
September 30, 1995 $5,883,430 $(63,731) $5,947,161 $ 0
---------- -------- ---------- -------
---------- -------- ---------- -------
</TABLE>
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<PAGE>
CONCORD MILESTONE PLUS, L.P.
(a Limited Partnership)
STATEMENTS OF CASH FLOWS
(Unaudited)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
<TABLE>
<CAPTION>
September 30, December
1995 1994
------------- ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(118,398) $(126,026)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 492,344 519,165
Change in operating assets and liabilities:
Decrease (increase) in accounts receivable 5,521 (147,275)
Decrease in prepaid expenses 11,155 15,773
(Increase) decrease in other assets, net (62,603) 9,040
Increase in due from affiliates, net (26,209) 0
Increase in accrued interest 380,452 370,170
Increase in accrued expenses and
other liabilities 14,766 119,478
(Decrease) increase in due to affiliates (38,827) 14,419
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Net cash provided by operating activities 658,201 774,744
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CASH FLOWS FROM INVESTING ACTIVITY:
Property improvements (49,398) (44,868)
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CASH FLOWS FROM FINANCING ACTIVITY:
Cash distributions to Partners (149,825) (150,005)
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NET INCREASE IN CASH AND CASH EQUIVALENTS 458,978 579,871
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 344,020 137,280
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CASH AND CASH EQUIVALENTS, END OF PERIOD $ 802,998 $ 717,151
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for interest $ 507,270 $ 740,340
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</TABLE>
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<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
ORGANIZATION AND CAPITALIZATION
Concord Milestone Plus, L.P., a Delaware limited partnership (the
"Partnership"), was formed on December 12, 1986, to acquire existing income-
producing commercial and industrial real estate (collectively, the
"Properties"). The Partnership began operations on August 20, 1987.
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 consists of
$1,000 principal amount of Bonds and 36 Class B Interests. Each Equity Unit
consists of 100 Class A Interests and 100 Class B Interests. Capital
contributions to the Partnership consisted of $15,187,840 from the sale of the
Equity Units and $592,272 which represent the Class B Interests from the sale of
the Bond Units.
LIQUIDITY AND CAPITAL RESOURCES
The General Partner believes that the Partnership's working capital is
sufficient to meet the Partnership's current operating requirements for the
remainder of the year. However, because 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. There are currently no material commitments for capital expenditures.
RESULTS OF OPERATIONS
COMPARISON OF QUARTER ENDED SEPTEMBER 30, 1995 TO QUARTER ENDED
SEPTEMBER 30, 1994
Revenues of the Partnership decreased in the third quarter of 1995 by
approximately $39,000 due in large part to the net of: (1) increased rental
income at the Searcy property of approximately $13,000 due to scheduled
increases in rent which was partially offset by decreased reimbursements of
approximately $3,500; (2) decreased rental income at the Valencia property of
approximately $32,000 due to lease termination fees that were received in 1994
and decreased reimbursements of approximately $12,500; (3) decreased rental
income at the Green Valley property of approximately $20,000 which was
partially offset by increased reimbursements of approximately $10,500; and
(4) increased interest income of approximately $3,000 due to increased cash
flow during the quarter.
Operating expenses of the Partnership decreased by approximately $13,000 in
the third quarter of 1995 primarily due to the net of (1) a decrease in
insurance expense of approximately $15,000; (2) an increase in property legal
fees of approximately $3,000; and (3) and overall decrease in other property and
management expenses of approximately $1,000.
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<PAGE>
Interest expense of the Partnership increased in the third quarter of 1995
by approximately $10,000 primarily as the result of the scheduled increase in
the interest rate on the Bonds.
Depreciation and amortization expense of the Partnership decreased in the
third quarter of 1995 by approximately $12,000 due in large part to the
scheduled decrease in the amortization of the Bonds.
COMPARISION OF THE NINE MONTHS ENDED SEPTEMBER 30, 1995 TO THE NINE MONTHS
ENDED SEPTEMBER 30, 1994
Revenues of the Partnership in the first nine months of 1995 remained
relatively constant as compared to the same period of 1994.
Operating expenses of the Partnership in the first nine months of 1995
decreased by approximately $11,000 primarily due to the net of (1) a decrease in
insurance expense of approximately $23,000; (2) an increase in property legal
fees of approximately $14,000; and (3) an overall decrease in other management
and property expenses of $2,000.
Interest expense of the Partnership increased in the first nine months of
1995 by approximately $31,000 primarily as the result of the scheduled increase
in the interest rate on the Bonds.
Depreciation and amortization expense of the Partnership decreased in the
first nine months of 1995 by approximatley $27,000 due in large part to the
scheduled decrease in the amortization of the Bonds.
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<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On October 4, 1994, a former employee of the Partnership who was employed
as the property manager at the Green Valley Property filed a charge of sex
discrimination against the Partnership with the Civil Rights Division of the
Arizona Attorney General's office which alleges that her gender was the
motivation for her discharge. The Partnership denied the charges of sex
discrimination and filed a position statement with the Civil Rights Division
explaining its reasons for discharging the employee. On June 19, 1995, the
Civil Rights Division of the Arizona Attorney General's office dismissed these
charges.
On March 1, 1995, the same employee commenced an action against the
Partnership and certain of its affiliates entitled SHELTON V. CONCORD MILESTONE
PLUS, LTD., ET AL. in the Superior Court of Pima County, Arizona, alleging sex
discrimination, breach of contract, wrongful termination and an unpaid wage
claim for the failure to pay commissions. The employee alleges that she had an
implied employment contract which was breached because she was dismissed by the
Partnership and its affiliates in violation of oral and written policies and
procedures of progressive discipline which, she asserts, required that she be
given at least two formal warnings with specific reasons for the warnings and
notice of the corrective action that is required. She also alleges that she was
wrongfully discharged because she refused to support her employer's position in
a dispute with tenants regarding alleged overbillings for common area
maintenance charges. The employee claims that she was discriminated against on
the basis of her sex. Finally, the employee alleges that she is owed a
commission of at least $1,300 for a lease to a bakery, and is asserting that she
is entitled to treble damages because payment of the commission is overdue. The
complaint seeks unspecified monetary damages, plus unspecified punitive damages.
In its answer to the complaint, the Partnership denied any liability other than
for the $1,300 in unpaid commissions. A counterclaim against Ms. Shelton has
been filed asserting that various inappropriate actions on her part led to her
dismissal. The Partnership and certain of its affiliates are seeking damages
estimated to exceed $224,000. The Partnership will continue to contest the
action and pursue the counterclaim vigorously. A settlement hearing has been
scheduled for the end of November 1995, and if no agreement is reached a trial
date has been set for February 1996.
ITEM 6. REPORTS ON FORM 8-K
(a) Exhibits - previously filed.
(b) Reports on Form 8-K - None.
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<PAGE>
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, thereunder duly authorized.
DATE: November 13, 1995 CONCORD MILESTONE PLUS, L.P.
----------------- ----------------------------
(Registrant)
By: CM PLUS CORPORATION
-------------------
General Partner
By: /S/ Robert Mandor
------------------------------------
Robert Mandor
Director and Vice President
By: /S/ Joan LeVine
------------------------------------
Joan LeVine
Secretary and Treasurer
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<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 802,998
<SECURITIES> 0
<RECEIVABLES> 218,537
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 26,088,855
<DEPRECIATION> 4,110,603
<TOTAL-ASSETS> 23,165,516
<CURRENT-LIABILITIES> 0
<BONDS> 16,406,787
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 23,165,516
<SALES> 0
<TOTAL-REVENUES> 2,357,563
<CGS> 0
<TOTAL-COSTS> 1,334,603
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,141,358
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (118,398)
<EPS-PRIMARY> (7.80)<F1>
<EPS-DILUTED> (7.80)<F1>
<FN>
<F1>Loss per weighted average limited partnership 100 Class A interests
outstanding
</FN>
</TABLE>
