UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-16757

CONCORD MILESTONE PLUS, L.P.

(Exact Name of Registrant as Specified in its Charter)

Delaware		52-1494615
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

200 CONGRESS PARK DRIVE, SUITE 205, DELRAY BEACH, FLORIDA, 33445
(Address of Principal Executive Offices) (Zip Code)

(561) 394-9260

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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer o		Non-accelerated filer o		Smaller reporting company þ
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

As of October 14, 2009, 1,518,800 Class A interests and 2,111,072 Class B interests were outstanding.

 

 

PART I — FINANCIAL INFORMATION

Item 1.		Financial Statements

CONCORD MILESTONE PLUS, L.P.
(a Limited Partnership)

BALANCE SHEETS

SEPTEMBER 30, 2009 (Unaudited) AND DECEMBER 31, 2008

		September 30, 2009				December 31, 2008
Assets:
Property:
Building and improvements, at cost		$	11,617,142			$	11,513,989
Less: accumulated depreciation			8,287,904				7,980,038
Building and improvements, net			3,329,238				3,533,951
Land, at cost			6,930,000				6,930,000
Property, net			10,259,238				10,463,951
Cash and cash equivalents			1,224,972				1,039,078
Accounts receivable, net			123,339				115,377
Prepaid expenses and other assets, net			190,331				151,069
Total assets		$	11,797,880			$	11,769,475
Liabilities:
Deposits			52,025				58,241
Accrued expenses and other liabilities			198,243				106,844
Accrued expenses payable to affiliates			—				1,926
Total liabilities			250,268				167,011
Partners’ capital:
General partner			72,158				72,707
Limited partners:
Class A Interests, 1,518,800 issued and outstanding			11,475,454				11,529,757
Class B Interests, 2,111,072 issued and outstanding			—				—
Total partners’ capital			11,547,612				11,602,464
Total liabilities and partners’ capital		$	11,797,880			$	11,769,475

See Accompanying Notes to Financial Statements

CONCORD MILESTONE PLUS, L.P.
(a Limited Partnership)

(Unaudited)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008

		September 30, 2009				September 30, 2008
Revenues:
Rent		$	444,018			$	473,908
Reimbursed expenses			100,457				108,143
Interest and other income			313				3,707
Total revenues			544,788				585,758
Expenses:
Depreciation and amortization			103,816				98,692
Property expenses			141,479				130,665
Administrative and management fees to related party			46,114				40,608
Professional fees and other expenses			48,259				31,801
Total expenses			339,668				301,766
Net Income		$	205,120			$	283,992
Net income attributable to:
Limited partners		$	203,069			$	281,152
General partner			2,051				2,840
Net income		$	205,120			$	283,992
Net income per weighted average Limited Partnership 100 Class A Interests outstanding		$	13.51			$	18.70
Distribution per weighted average Limited Partnership 100 Class A Interests outstanding		$	16.46			$	16.46
Weighted average number of 100 Class A Interests outstanding			15,188				15,188

See Accompanying Notes to Financial Statements

CONCORD MILESTONE PLUS, L.P.
(a Limited Partnership)

STATEMENTS OF REVENUES AND EXPENSES
(Unaudited)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008

		September 30, 2009				September 30, 2008
Revenues:
Rent		$	1,372,418			$	1,454,523
Reimbursed expenses			315,503				328,624
Interest and other income			10,210				21,849
Total revenues			1,698,131				1,804,996
Expenses:
Depreciation and amortization			307,866				297,439
Property expenses			438,066				428,520
Administrative and management fees to related party			140,974				123,365
Professional fees and other expenses			116,077				133,349
Total expenses			1,002,983				982,673
Net income		$	695,148			$	822,323
Net income attributable to:
Limited partners		$	688,197			$	814,100
General partner			6,951				8,223
Net income		$	695,148			$	822,323
Net income per weighted average Limited Partnership 100 Class A Interests outstanding		$	45.77			$	54.14
Distribution per weighted average Limited Partnership 100 Class A Interests outstanding		$	49.38			$	49.38
Weighted average number of 100 Class A Interests outstanding			15,188				15,188

See Accompanying Notes to Financial Statements

CONCORD MILESTONE PLUS, L.P.
(a Limited Partnership)

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

(Unaudited)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009

						General				Class A				Class B
		Total				Partner				Interests				Interests
PARTNERS’ CAPITAL
January 1, 2009		$	11,602,464			$	72,707			$	11,529,757			$	—
1st Quarter 2009 Distribution			(250,000	)			(2,500	)			(247,500	)			—
2nd Quarter 2009 Distribution			(250,000	)			(2,500	)			(247,500	)
3rd Quarter 2009 Distribution			(250,000	)			(2,500	)			(247,500	)
Net Income			695,148				6,951				688,197				—
PARTNERS’ CAPITAL
September 30, 2009		$	11,547,612			$	72,158			$	11,475,454				—

See Accompanying Notes to Financial Statements

CONCORD MILESTONE PLUS, L.P.
(a Limited Partnership)

STATEMENTS OF CASH FLOWS

(Unaudited)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008

		September 30, 2009				September 30, 2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income		$	695,148			$	822,323
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			307,866				297,439
Change in operating assets and liabilities:
(Decrease) increase in accounts receivable			(7,962	)			50,455
Increase in prepaid expenses and other assets, net			(39,262	)			(10,975	)
Increase in accrued expenses and other liabilities			85,183				17,099
Decrease in accrued expenses payable to affiliates			(1,926	)			(421	)
Net cash provided by operating activities			1,039,047				1,175,920
CASH FLOWS FROM INVESTING ACTIVITY:
Property improvements			(103,153	)			(59,133	)
Net cash used by investing activities			(103,153	)			(59,133	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease in restricted cash			—				2,461
Cash distributions to partners			(750,000	)			(750,000	)
Net cash used in financing activities			(750,000	)			(747,539	)
NET INCREASE IN CASH AND CASH EQUIVALENTS			185,894				369,248
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD			1,039,078				760,359
CASH AND CASH EQUIVALENTS, END OF PERIOD		$	1,224,972			$	1,129,607

See Accompanying Notes to Financial Statements

CONCORD MILESTONE PLUS, L.P.
(a Limited Partnership)

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009

The accompanying financial statements of Concord Milestone Plus, L.P., a Delaware limited partnership (the “Partnership”), 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-Q and Rule 8-03 of Regulation S-X. 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 September 30, 2009 and 2008 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-K for the year ended December 31, 2008.

(1) Subsequent Events:

The Partnership has evaluated events and transactions occurring subsequent to the balance sheet date of September 30, 2009, for items that should potentially be recognized or disclosed in these financial statements. The evaluation was conducted through October 20^th 2009, the date these financial statements were issued.

On October 14^th 2009, the General Partner resolved to make a cash distribution equal to $0.16296 per Class A Interest to be paid in November 2009 to the holders of Class A Interests as of September 30, 2009.

(2) Recent Accounting Pronouncements:

In May 2009, the FASB issued ASC 855, Subsequent Events. This standard establishes general standards of accounting for and disclosure of events that occur after the balance sheet date, but before financial statements are issued or available to be issued. Specifically, this standard codifies in authoritative GAAP standards the subsequent event guidance that was previously located in auditing standards. ASC 855 is effective for fiscal years and interim periods ended after June 15, 2009 and is applied prospectively. We adopted ASC 855 in our fiscal quarter ended June 30, 2009. The adoption of SFAS 165 did not have a material impact on our financial position, results of operation or cash flows.

In June 2009, the FASB issued ASC 105, Generally Accepted Accounting Principles. This section designates the FASB Accounting Standards Codification (FASC) as the source of authoritative U.S. GAAP. ASC 105 is effective for interim or fiscal periods ending after September 15, 2009. We have used the new guidelines and numbering system prescribed by the FASC when referring to GAAP in our fiscal quarter ending September 30, 2009. The adoption of ASC 105 did not have a material impact on our financial position, results of operation or cash flows.

Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

This Form 10-Q 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 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

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 two shopping centers located in Searcy, Arkansas and Valencia, California. A third shopping center, located in Green Valley, Arizona, was sold by the Partnership on May 23, 2007.

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, which have since been satisfied. 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, 2009 to Three Months Ended September 30, 2008

The Partnership recognized net income of $205,120 for the three months ended September 30, 2009 as compared to net income of $283,992 for the same period in 2008. The decrease is primarily due to the following factors:

•

A decrease in revenue of $40,970 or 7%, to $544,788 for the three months ended September 30, 2009 as compared to $585,758 for the three months ended September 30, 2008. Such decrease is primarily due to a decrease of $29,890 in rent due to vacancies and rent reductions, a decrease in common area maintenance and insurance expenses reimbursed by tenants of $7,686 and a decrease of $3,394 in interest and other income attributable to lower interest rates.

•

An increase in expenses of $37,902 or 13%, to $339,668 for the three months ended September 30, 2009 as compared to $301,766 for the three months ended September 30, 2008. The increase is largely due to an increase of $10,814 in property expenses, primarily attributable to higher real estate taxes, an increase of $16,458 in professional fees and other expenses due to increases in legal fees, and an increase in depreciation expense of $5,123.

Comparison of Nine Months Ended September 30, 2009 to Nine Months Ended September 30, 2008

The Partnership recognized net income of $695,148 for the nine months ended September 30, 2009 as compared to net income of $822,323 for the same period in 2008. The decrease is primarily due to the following factors:

•

A decrease in revenue of $106,865 or 6%, to $1,698,131 for the nine months ended September 30, 2009 as compared to $1,804,996 for the nine months ended September 30, 2008. Such decrease is primarily due to a decrease of $82,105 in rent due to vacancies and rent reductions, a decrease of $13,120 in common area maintenance and insurance expenses reimbursed by tenants, a decrease of $11,639 in interest and other income attributable to lower interest rates, and $10,000 of non-recurring revenue recognized in the nine months ended September 30, 2008 related to a cross easement at the Searcy property, partially offset by non-recurring revenue of $7,793 realized in the nine months ended September 30, 2009 consisting of a distribution received in a bankruptcy proceeding of a former tenant.

•

An increase in expenses of $20,310 or 2%, to $1,002,983 for the nine months ended September 30, 2009 as compared to $982,673 for the nine months ended September 30, 2008. The increase is primarily due to an increase in property expenses of $9,546 and an increase of $10,427 in depreciation expense.

Liquidity and Capital Resources

The Partnership’s properties are not currently encumbered by any mortgage loans. In addition, the Partnership has no outstanding bank debt and has no plans to acquire additional properties. Accordingly, the General Partner believes that the Partnership’s expected revenue and working capital are sufficient to meet the Partnership’s current and foreseeable future operating requirements. However, in the event that the Partnership’s properties experience significant tenant defaults and /or increased vacancies as a result of the overall economy and general market conditions, or other adverse events beyond the control of the Partnership occur, the Partnership could experience a decrease in cash flow from operations.

Distributions of $250,000 each were paid during January 2009 and May 2009 and August 2009. The Partnership intends to make an additional distribution of $250,000 in November 2009. 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.

Management is not aware of any other significant trends, events, commitments for capital expenditures or uncertainties that will or are likely to materially impact the Partnership’s liquidity.

Cash on hand in the amount of approximately $1,224,972 as of September 30, 2009 may be used (a) for the capital improvement requirements of the Partnership’s properties, (b) to pay the November 2009 distribution to partners of $250,000 and future distributions, (c) for other general Partnership purposes, including the costs of leasing vacant space, and (d) for regulatory and other public company costs.

Item 4T.		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 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 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 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 Partnership’s Post- Effective Amendment No. 3 to the Partnership’s Registration Statement on Form S-11 which was declared effective on April 3, 1987 (the “Registration Statement”).
	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 the Partnership’s Form 10-K for the fiscal year ended December 31, 1987 (the “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 the Partnership’s Form 10-K for the fiscal year ended December 31, 1988.
	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.
	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			Certification 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			Certification 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.

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.

EXHIBIT INDEX

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 Partnership’s Post- Effective Amendment No. 3 to the Partnership’s Registration Statement on Form S-11 which was declared effective on April 3, 1987 (the “Registration Statement”).
	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 the Partnership’s Form 10-K for the fiscal year ended December 31, 1987 (the “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 the Partnership’s Form 10-K for the fiscal year ended December 31, 1988.
	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.
	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			Certification 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			Certification 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.