<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
(mark one)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
- --- OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 1996
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.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 52-1494615
- ------------------------------- ------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
5200 TOWN CENTER CIRCLE
4TH FLOOR
BOCA RATON, FLORIDA 33486
- ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
(561) 394-9260
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Registrant's Telephone Number, Including Area Code
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Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing for the past 90 days. Yes X No
----- -----
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
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 10-01 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 1995 financial
statements to conform to the 1996 presentation.
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<PAGE>
CONCORD MILESTONE PLUS, L.P.
(a Limited Partnership)
BALANCE SHEETS
SEPTEMBER 30, 1996 (Unaudited) AND DECEMBER 31, 1995
<TABLE>
<CAPTION>
ASSETS
September 30, 1996 December 31, 1995
------------------- -----------------
<S> <C> <C>
Property, at cost
Building and improvements $ 15,350,829 $ 15,262,476
Less: accumulated depreciation 4,684,122 4,253,132
------------ ------------
Building and improvements, net 10,666,707 11,009,344
Land 10,987,034 10,987,034
------------ ------------
Total property 21,653,741 21,996,378
Cash and cash equivalents 711,709 218,872
Accounts receivable 183,739 168,344
Prepaid expenses 49,562 32,690
Other assets, net 66,799 73,454
Due from affiliates, net 0 47,879
------------ ------------
Total assets $ 22,665,550 $ 22,537,617
============ ============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Bonds payable, net $ 16,465,991 $ 16,425,967
Accrued interest 520,981 130,246
Accrued Expenses and other liabilities 319,923 337,268
Due to affiliates 22,240 0
------------ ------------
Total liabilities 17,329,135 16,893,481
------------ ------------
Partners' capital:
General partner (69,201) (66,124)
Limited partners:
Class A Interests, 1,518,800 5,405,616 5,710,260
Class B Interests, 2,111,072 0 0
------------ ------------
Total partners' capital 5,336,415 5,644,136
------------ ------------
Total liabilities and partners' capital $ 22,665,550 $ 22,537,617
============ ============
</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, 1996 AND 1995
<TABLE>
<CAPTION>
September 30, 1996 September 30, 1995
------------------ ------------------
<S> <C> <C>
Revenues:
Rent $ 638,576 $ 644,938
Reimbursed expenses 108,420 150,460
Interest and other income 4,966 8,819
--------- ---------
Total revenues 751,962 804,217
--------- ---------
Expenses:
Interest expense 390,735 380,453
Depreciation and amortization 160,996 163,300
Management and property expenses 223,001 225,965
Professional fees and other expenses 28,152 26,074
--------- ---------
Total expenses 802,884 795,792
--------- ---------
Net (loss) income $ (50,922) $ 8,425
========= =========
(Loss) income per weighted average
Limited Partnership 100 Class A
Interests outstanding $ (3.35) $ .55
========= =========
Weighted average number of 100
Class A interests outstanding 15,188 15,188
========= =========
</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, 1996 AND 1995
<TABLE>
<CAPTION>
September 30, 1996 September 30, 1995
------------------ ------------------
<S> <C> <C>
Revenues:
Rent $ 1,958,228 $ 1,896,016
Reimbursed expenses 303,868 438,466
Interest and other income 13,337 23,081
----------- -----------
Total revenues 2,275,433 2,357,563
----------- -----------
Expenses:
Interest expense 1,172,205 1,141,358
Depreciation and amortization 479,898 492,344
Management and property expenses 685,256 752,472
Professional fees and other expenses 99,467 89,787
----------- -----------
Total expenses 2,436,826 2,475,961
----------- -----------
Net loss $ (161,393) $ (118,398)
=========== ===========
Loss per weighted average
Limited Partnership 100 Class A
Interests outstanding $ (10.62) $ (7.80)
=========== ===========
Weighted average number of 100
Class A interests outstanding 15,188 15,188
=========== ===========
</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, 1996 (Unaudited) and
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
General Class A Class B
Total Partner Interests Interests
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
PARTNERS' CAPITAL (DEFICIT)
December 31, 1994 $ 6,151,653 $ (61,049) $ 6,212,702 $ 0
Distributions (199,707) (1,997) (197,710) 0
Net Loss (307,810) (3,078) (304,732) 0
----------- ----------- ----------- -----------
PARTNERS' CAPITAL (DEFICIT)
December 31, 1995 5,644,136 (66,124) 5,710,260 0
Distributions (146,328) (1,463) (144,865) 0
Net Loss (161,393) (1,614) (159,779) 0
----------- ----------- ----------- -----------
PARTNERS' CAPITAL (DEFICIT)
September 30, 1996 $ 5,336,415 $ (69,201) $ 5,405,616 $ 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, 1996 AND 1995
<TABLE>
<CAPTION>
September 30, 1996 September 30, 1995
------------------ ------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(161,393) $(118,398)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 479,898 492,344
Change in operating assets and liabilities:
(Increase) decrease in accounts receivable (15,395) 5,521
(Increase) decrease in prepaid expenses (16,872) 11,155
Increase in other assets, net (2,229) (62,603)
Decrease (increase) in due from affiliates, net 47,879 (26,209)
Increase in accrued interest 390,735 380,452
(Decrease) increase in accrued expenses
and other liabilities (17,345) 14,766
Increase (Decrease) in due to affiliate 22,240 (38,827)
--------- ---------
Net cash provided by operating activities 727,518 658,201
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CASH FLOWS FROM INVESTING ACTIVITY:
Property improvements (88,353) (49,398)
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CASH FLOWS FROM FINANCING ACTIVITY:
Cash distributions to partners (146,328) (149,825)
--------- ---------
NET INCREASE IN CASH AND CASH
EQUIVALENTS 492,837 458,978
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 218,872 344,020
--------- ---------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 711,709 $ 802,998
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for interest $ 781,470 $ 507,270
========= =========
</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, for the purpose of investing
in existing income-producing commercial and industrial real estate. The
Partnership began operations on August 20, 1987, and currently owns and
operates three shopping centers located in Searcy, Arkansas; Valencia,
California; and Green Valley, Arizona.
The Partnership commenced a public offering on April 8, 1987 in order
to fund the Partnership's real property acquisitions. The Partnership
terminated its public offering on April 2, 1988 and was fully subscribed to
with a total of 16,452 Bond Units and 15,188 Equity Units issued. Each Bond
Unit 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.
Results of Operations
Comparison of Quarter Ended September 30, 1996 to Quarter Ended
September 30, 1995
Revenues of the Partnership decreased $52,255, or 6%, to $751,962 for
the quarter ended September 30, 1996 as compared to $804,217 for the quarter
ended September 30, 1995 primarily due a decrease in reimbursed expenses.
Reimbursed expenses decreased due to a decrease in common area maintenance
expenses and insurance expense in 1996.
Management and property expenses decreased $2,964, or 1%, to $223,001
for the quarter ended September 30, 1996 as compared to $225,965 for the
quarter ended September 30, 1995 primarily due to a decrease in common area
expenses and insurance expense. Common area expenses decreased as a result of
cost savings efforts by management and insurance expense decreased primarily
due to a lower premium in 1996.
Interest expense increased $10,282, or 3%, to $390,735 for the quarter
ended September 30, 1996 as compared to $380,453 for the quarter ended
September 30, 1995 due to the scheduled increase in the interest rate on the
Partnership's bonds from 9.25% in 1995 to 9.50% in 1996.
Depreciation and amortization expense decreased $2,304, or 1%, to
$160,996 for the quarter ended September 30, 1996 as compared to $163,300 for
the quarter ended September 30,1995 due to a decrease in the amortization of
the net bond premium and discount in 1996.
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<PAGE>
Comparison of Nine Months Ended September 30,1996 to Nine Months Ended
September 30, 1995
Revenues of the Partnership decreased $82,130, or 4%, to $2,275,433
for the nine months ended September 30, 1996 as compared to $2,357,563 for the
nine months ended September 30, 1995 primarily due to the net effect of an
increase in rents of approximately $62,000 and a decrease in reimbursed
expenses of approximately $135,000. Rents increased due to increased occupancy
at the Old Orchard Shopping Center located in Valencia, California, compared to
the same period last year. Reimbursed expenses decreased primarily due to a
decrease in common area maintenance expenses and insurance expense in 1996.
Management and property expenses decreased $67,216, or 10%, to
$685,256 for the nine months ended September 30, 1996 as compared to $752,472
for the nine months ended September 30, 1995 primarily due to a decrease in
common area maintenance expenses and insurance expense. Common area maintenance
expenses decreased as a result of cost savings efforts by management and
insurance expense decreased due to a lower premium in 1996.
Interest expense increased $30,847, or 3%, to $1,172,205 for the nine
months ended September 30, 1996 as compared to $1,141,358 for the nine months
ended September 30, 1995 due to the scheduled increase in the interest rate on
the Partnership's bonds from 9.25% in 1995 to 9.50% in 1996.
Depreciation and amortization expense decreased $12,446, or 3%, to
$479,898 for the nine months ended September 30, 1996 as compared to $492,344
for the nine months ended September 30, 1995 due to a decrease in the
amortization of the net bond premium and discount in 1996.
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. 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. There are currently no material commitments for capital expenditures
other than as described below.
The Bonds are due and payable on November 30, 1997 in the aggregate
principal amount of $16,452,000 and bear interest, payable semi-annually, at
9.5% (increasing to 10% on November 30, 1996). At or prior to November 30,
1997, it is expected that the Partnership will seek to refinance the Bonds
and/or sell one or more of its properties to repay the Bonds. No assurance can
be given as to whether the Partnership will be able to refinance the Bonds or
sell its properties or if the Partnership is able to do so, that the terms of
any such refinancing and/or sale would be attractive to the Partnership.
Net cash provided by operating activities of $727,518 for the nine
months ended September 30, 1996 is comprised of (i) a net loss of $161,393,
(ii) non-cash adjustments of $479,898 for depreciation and amortization expense
and (iii) a net change in operating assets and liabilities of $409,013.
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<PAGE>
Net cash provided by operating activities of $658,201 for the nine
months ended September 30, 1995 is comprised of (i) a net loss of $118,398 (ii)
non-cash adjustments of $492,344 for depreciation and amortization expense and
(iii) a net change in operating assets and liabilities of $284,255.
Net cash used in investing activities of $88,353 for the nine months
ended September 30, 1996 is comprised of capital expenditures for property
improvements.
Net cash used in investing activities of $49,398 for the nine months
ended September 30, 1995 is comprised of capital expenditures for property
improvements.
Net cash used in financing activities of $146,328 for the nine months
ended September 30, 1996 is comprised of cash distributions to partners.
Net cash used in financing activities of $149,825 for the nine months
ended September 30, 1995 is comprised of cash distributions to partners.
PART II - OTHER INFORMATION
Item 6. Reports on Form 8-K
(b) No reports on form 8-K were filed during the quarter covered by
this Report.
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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 thereunto duly authorized.
DATE: November 8, 1996 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
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 711,709
<SECURITIES> 0
<RECEIVABLES> 183,739
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 26,337,863
<DEPRECIATION> 4,684,122
<TOTAL-ASSETS> 22,665,550
<CURRENT-LIABILITIES> 0
<BONDS> 16,465,991
0
0
<COMMON> 0
<OTHER-SE> 5,336,415
<TOTAL-LIABILITY-AND-EQUITY> 22,665,550
<SALES> 0
<TOTAL-REVENUES> 2,275,433
<CGS> 0
<TOTAL-COSTS> 1,264,621
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,172,205
<INCOME-PRETAX> (161,393)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (161,393)
<EPS-PRIMARY> (10.62)<F1>
<EPS-DILUTED> 0
<FN>
<F1>
Loss per weighted average limited Partnership 100 class A interests outstanding.
</TABLE>
