<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: March 31, 1997
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
CONCORD MILESTONE PLUS, L.P.
(a Limited Partnership)
BALANCE SHEETS
MARCH 31, 1997 (Unaudited) AND DECEMBER 31, 1996
ASSETS
March 31, 1997 December 31, 1996
-------------- -----------------
Property, at cost
Building and improvements $15,390,723 $15,359,462
Less: accumulated depreciation 4,974,810 4,829,534
----------- -----------
Building and improvements, net 10,415,913 10,529,928
Land 10,987,034 10,987,034
----------- -----------
Total property 21,402,947 21,516,962
Cash and cash equivalents 837,012 326,120
Accounts receivable 186,742 200,975
Prepaid expenses 26,084 22,864
Other assets, net 62,402 19,854
----------- -----------
Total assets $22,515,187 $22,086,775
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Bonds payable, net $16,466,869 $16,473,060
Accrued interest 548,400 137,100
Accrued expenses and other liabilities 317,516 255,137
Due to affiliates 15,584 11,985
----------- -----------
Total liabilities 17,348,369 16,877,282
----------- -----------
Partners' capital:
General partner (70,897) (70,470)
Limited partners:
Class A Interests, 1,518,800 5,237,715 5,279,963
----------- -----------
Total partners' capital 5,166,818 5,209,493
----------- -----------
Total liabilities and
partners' capital $22,515,187 $22,086,775
=========== ===========
See Accompanying Notes to Financial Statements
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CONCORD MILESTONE PLUS, L.P.
(a Limited Partnership)
STATEMENTS OF REVENUES AND EXPENSES
(Unaudited)
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
March 31, 1997 March 31, 1996
------------- --------------
Revenues:
Rent $692,868 $636,244
Reimbursed expenses 115,241 85,552
Interest and other income 6,140 3,364
-------- --------
Total revenues 814,249 725,160
-------- --------
Expenses:
Interest expense 411,300 390,735
Depreciation and amortization 142,606 159,222
Management and property expenses 191,758 176,872
Administrative and management
fees to related party 28,608 25,913
Professional fees and other expenses 30,645 28,764
-------- --------
Total expenses 804,917 781,506
-------- --------
Net income (loss) $ 9,332 $(56,346)
======== ========
Income (loss) per weighted average
Limited Partnership 100 Class A
Interests outstanding $ 0.61 $ (3.71)
======== ========
Number of limited partnership 100
Class A interests outstanding 15,188 15,188
======== =========
See Accompanying Notes to Financial Statements
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<PAGE>
CONCORD MILESTONE PLUS, L.P.
(a Limited Partnership)
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
(Unaudited)
FOR THE THREE MONTHS ENDED MARCH 31, 1997
General Class A
Total Partner Interests
-------- --------- -----------
PARTNERS' CAPITAL (DEFICIT)
January 1, 1997 5,209,493 (70,470) 5,279,963
Distributions (52,007) (520) (51,487)
Net Income 9,332 93 9,239
----------- -------- ----------
PARTNERS' CAPITAL (DEFICIT)
March 31, 1997 $5,166,818 $(70,897) $5,237,715
=========== ========= ==========
See Accompanying Notes to Financial Statements
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<PAGE>
CONCORD MILESTONE PLUS, L.P.
(a Limited Partnership)
STATEMENTS OF CASH FLOWS
(Unaudited)
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
March 31, 1997 March 31, 1996
-------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $9,332 $(56,346)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 142,606 159,222
Change in operating assets and liabilities:
Decrease in accounts receivable 14,233 11,462
Increase in prepaid expenses (3,220) (16,374)
(Increase) decrease in other assets, net (46,069) 7,596
Increase in due from affiliates, net 0 (38,685)
Increase in accrued interest 411,300 390,735
Increase (decrease) in accrued expenses
and other liabilities 62,379 (1,434)
Increase in due to affiliate 3,599 0
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Net cash provided by operating activities 594,160 456,176
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CASH FLOWS FROM INVESTING ACTIVITY:
Property improvements (31,261) (3,316)
---------- ---------
CASH FLOWS FROM FINANCING ACTIVITY:
Cash distributions to partners (52,007) (49,938)
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NET INCREASE IN CASH AND CASH
EQUIVALENTS 510,892 402,922
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 326,120 218,872
---------- ---------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 837,012 $ 621,794
========== =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for interest $ 0 $ 0
========== =========
See Accompanying Notes to Financial Statements
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<PAGE>
CONCORD MILESTONE PLUS, L.P.
(a Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
FOR THE THREE MONTHS ENDED MARCH 31, 1997
1. 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 1996 financial
statements to conform to the 1997 presentation.
2. Bonds Payable
The Bonds mature on November 30, 1997, at which time the outstanding
principal balance of $16,452,000 will be due. The Partnership has not yet
obtained any commitments for refinancing and has not entered into any
agreements to sell any of the Properties.
The Partnership is currently seeking to refinance the Properties and
Tri-Stone Mortgage Company ("Tri-Stone"), an affiliate of the General Partner,
is assisting the Partnership, without compensation, in obtaining suitable
refinancing. In the event that a refinancing sufficient to satisfy the Bonds
appears unlikely, the General Partner will attempt to sell one or more of the
Properties. The General Partner believes that the Partnership will be able to
obtain adequate proceeds from a refinancing or sale of the Properties, or a
combination of the two, to enable the Partnership to satisfy the Bonds on or
prior to their maturity. Nevertheless, there can be no assurance the
Partnership will be able to raise sufficient proceeds through a refinancing or
sale prior to the Bond maturity date, or that the terms of any such refinancing
or sale will be attractive to the Partnership. In the event that the
Partnership is unable to raise adequate funds to satisfy the Bonds at maturity,
there is a risk of foreclosure under the Bond Mortgages.
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<PAGE>
3. Recently Issued Accounting Pronouncement
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 128, "Earnings per Share" in February, 1997. This
pronouncement establishes standards for computing and presenting earnings per
share, and is effective for the Partnership's 1997 year-end financial
statements. The General Partner has determined that this standard will not have
a significant impact on the Partnership's computation or presentation of net
income per limited partner interest.
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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 Three Months Ended March 31, 1997 to Three Months Ended March 31,
1996
The Partnership recognized net income of $9,332 for the three months
ended March 31, 1997 as compared to a loss of $56,346 for the same period in
1996 due to the following factors:
An increase in revenues of $89,089, or 12.3%, to $814,249 for the three
months ended March 31, 1997 as compared to $725,160 for the three months ended
March 31, 1996 primarily due to the net effect of the following: (1) an
increase of approximately $20,000 in base rent revenue at the Searcy Property
primarily due to additional rent revenue from JC Penney. JC Penney's lease was
amended in 1996 as a result of the expansion of its store; (2) an increase in
percentage rent revenue of approximately $16,000 at the Valencia Property due
to increased tenant sales; and (3) an increase in tenant reimbursements of
approximately $30,000 due to an increase in property expenses in 1997 and
refunds given to tenants in 1996 due to an incorrect billing in a prior year
which was charged to revenue in 1996.
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<PAGE>
An increase in property expenses of $17,581, or 8.7%, to $220,366 for
the three months ended March 31, 1997 as compared to $202,785 for the three
months ended March 31, 1996 primarily due to the net effect of the following:
(1) a general increase in reimbursed expenses of approximately $15,000 at all
three Properties and, (2) an increase in management fees of approximately
$2,700 due to an increase in rental revenue.
An increase in interest expense of $20,565, or 5.3%, to $411,300 for
the three months ended March 31, 1997 as compared to $390,735 for the three
months ended March 31, 1996 due to the scheduled increase in the interest rate
on the Partnership's Bonds from 9.50% in 1996 to 10.0% in 1997.
A decrease in depreciation and amortization expense of $16,616, or
10.4%, to $142,606 for the three months ended March 31, 1997 as compared to
$159,222 for the three months ended March 31,1996 primarily due to the net
effect of the following: (1) an increase in depreciation expense of
approximately $2,600 due to property improvements expenditures in 1997, and (2)
a decrease in amortization expense of approximately $19,000 due to a decrease
in the amortization of the net bond premium and discount in 1997.
Liquidity and Capital Resources
The Bonds mature on November 30, 1997, at which time the outstanding
principal balance of $16,452,000 will be due. The Partnership has not yet
obtained any commitments for refinancing and has not entered into any
agreements to sell any of the Properties.
The Partnership is currently seeking to refinance the Properties and
Tri-Stone Mortgage Company ("Tri-Stone"), an affiliate of the General Partner,
is assisting the Partnership, without compensation, in obtaining suitable
refinancing. In the event that a refinancing sufficient to satisfy the Bonds
appears unlikely, the General Partner will attempt to sell one or more of the
Properties. The General Partner believes that the Partnership will be able to
obtain adequate proceeds from a refinancing or sale of the Properties, or a
combination of the two, to enable the Partnership to satisfy the Bonds on or
prior to their maturity. Nevertheless, there can be no assurance the
Partnership will be able to raise sufficient proceeds through a refinancing or
sale prior to the Bond maturity date, or that the terms of any such refinancing
or sale will be attractive to the Partnership. In the event that the
Partnership is unable to raise adequate funds to satisfy the Bonds at maturity,
there is a risk of foreclosure under the Bond Mortgages.
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<PAGE>
Assuming that the Partnership is able to raise sufficient funds to
satisfy the Bonds on or before November 30, 1997, the General Partner believes
that the Partnership will have sufficient working capital to meet its operating
requirements through the next 12 months. Nevertheless, because the cash
revenues and expenses of the Partnership will depend on future facts and
circumstances relating to the Properties, as well as market and other
conditions beyond the control of the Partnership, the possibility exists that
cash flow deficiencies may occur. There are currently no material commitments
for capital expenditures.
The General Partner is not aware of any trends or events, commitments
or uncertainties, which have not otherwise been disclosed that will or are
likely to impact liquidity in a material way.
Net cash provided by operating activities of $594,160 for the three
months ended March 31, 1997 included (i) net income of $9,332, (ii) non-cash
adjustments of $142,606 for depreciation and amortization expense and (iii) a
net change in operating assets and liabilities of $442,222.
Net cash provided by operating activities of $456,176 for the three
months ended March 31, 1996 included (i) a net loss of $56,346 (ii) non-cash
adjustments of $159,222 for depreciation and amortization expense and (iii) a
net change in operating assets and liabilities of $353,300.
Net cash used in investing activities of $31,261 for the three months
ended March 31, 1997 was for capital expenditures for property improvements.
Net cash used in investing activities of $3,316 for the three months
ended March 31, 1996 was for capital expenditures for property improvements.
Net cash used in financing activities of $52,007 for the three months
ended March 31, 1997 was for cash distributions to partners.
Net cash used in financing activities of $49,938 for the three months
ended March 31, 1996 was for 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: May 9, 1997 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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<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 837,012
<SECURITIES> 0
<RECEIVABLES> 186,742
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 26,377,757
<DEPRECIATION> 4,974,810
<TOTAL-ASSETS> 22,515,187
<CURRENT-LIABILITIES> 0
<BONDS> 16,466,869
0
0
<COMMON> 0
<OTHER-SE> 5,166,818
<TOTAL-LIABILITY-AND-EQUITY> 22,515,187
<SALES> 0
<TOTAL-REVENUES> 814,249
<CGS> 0
<TOTAL-COSTS> 393,617
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 411,300
<INCOME-PRETAX> 9,332
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,332
<EPS-PRIMARY> .61<F1>
<EPS-DILUTED> 0
<FN>
<F1>
Income per weighted average limited Partnership Class A interests outstanding.
</TABLE>
