FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from N/A to N/A
Commission File Number: 0-22520
CENTENNIAL MORTGAGE INCOME FUND
(Exact name of registrant as specified in its charter)
California 33-0053488
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1540 South Lewis Street, Anaheim, California 92805
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714)502-8484
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
PART I
ITEM 1. FINANCIAL STATEMENTS
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Consolidated Balance Sheets
<TABLE>
<CAPTION>
<S> <C> <C>
June 30, December 31,
Assets 1998 1997
(Unaudited)
- -----------------------------------------------------------------
Cash and cash
equivalents (note 3) $ 3,062,000 $ 1,018,000
Real estate loans
receivable, earning 309,000 782,000
Real estate loans
receivable, nonearning 1,075,000 1,072,000
Real estate loans receivable
from unconsolidated investee,
earning (note 5) 387,000 752,000
Real estate loans receivable
from unconsolidated investee,
nonearning (note 5) 976,000 1,241,000
- -----------------------------------------------------------------
2,747,000 3,847,000
Less allowance for possible
loan losses 714,000 714,000
- -----------------------------------------------------------------
Net real estate loans receivable 2,033,000 3,133,000
- -----------------------------------------------------------------
Real estate owned, held
for sale, (note 4) 7,450,000 7,450,000
Real estate owned, insubstance
foreclosed (note 4) --- 1,040,000
- -----------------------------------------------------------------
7,450,000 8,490,000
See accompanying notes to consolidated financial statements
1
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Consolidated Balance Sheets
(Continued)
<CAPTION>
<S> <C> <C>
June 30, December 31,
1998 1997
Assets (Unaudited)
- -----------------------------------------------------------------
Less allowance for
possible losses on
real estate owned 2,055,000 2,354,000
- -----------------------------------------------------------------
Net real estate owned 5,395,000 6,136,000
- -----------------------------------------------------------------
Accrued interest receivable 1,000 5,000
Due from unconsolidated investee 27,000 58,000
Other assets, net 98,000 47,000
- -----------------------------------------------------------------
$10,616,000 $10,397,000
=================================================================
See accompanying notes to consolidated financial statements
2
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Consolidated Balance Sheets
(Continued)
<CAPTION>
<S> <C> <C>
June 30, December 31,
1998 1997
Liabilities and Partners' Equity (Unaudited)
- -----------------------------------------------------------------
Note payable (note 6) $ 2,410,000 $ 2,421,000
Notes payable to affiliates (note 5) 181,000 73,000
Accounts payable and
accrued liabilities 35,000 20,000
Interest payable to affiliates on
notes secured by real estate 39,000 39,000
Payable to affiliates (note 5) 1,000 ---
Deferred profit on
equity participation 289,000 289,000
- -----------------------------------------------------------------
Total liabilities 2,955,000 2,842,000
- -----------------------------------------------------------------
Partners' equity (deficit)
-- 38,729 limited partnership
units outstanding as of
June 30, 1998 and
December 31, 1997
General partners (525,000) (525,000)
Limited partners 8,186,000 8,080,000
- -----------------------------------------------------------------
Total partners' equity 7,661,000 7,555,000
Commitments (note 7)
Contingencies (note 8)
- -----------------------------------------------------------------
$10,616,000 $10,397,000
=================================================================
</TABLE>
See accompanying notes to consolidated financial statements
3
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Six Months Three Months
Ended June 30, Ended June 30,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------
Revenue:
Interest income
on loans to
nonaffiliates,
including fees $ 190,000 $ 55,000 $ 21,000 $ 28,000
Interest income
on loans to
affiliates,
including fees 24,000 7,000 10,000 6,000
Interest on interest-
bearing deposits 43,000 37,000 24,000 16,000
Income from
operations of real
estate owned 338,000 436,000 179,000 198,000
Gain on sale of
real estate owned 21,000 --- --- ---
Other 1,000 6,000 --- ---
- -----------------------------------------------------------------
Total revenue 617,000 541,000 234,000 248,000
Expenses:
Share of losses in
unconsolidated
investee 76,000 54,000 22,000 25,000
Operating expenses
from operations
of real
estate owned 67,000 66,000 31,000 29,000
Operating expenses
from operations
of real estate
owned paid to
affiliates 15,000 23,000 7,000 12,000
See accompanying notes to consolidated financial statements
4
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Consolidated Statements of Operations
(Unaudited)
(Continued)
<CAPTION>
Six Months Three Months
Ended June 30, Ended June 30,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------
Expenses
associated with
non-operating
real estate owned 68,000 75,000 33,000 31,000
Depreciation and
amortization
expense 4,000 7,000 2,000 4,000
Interest expense 131,000 200,000 64,000 97,000
General and
administrative,
affiliates 144,000 107,000 93,000 56,000
General and
administrative,
nonaffiliates 34,000 55,000 12,000 38,000
Mortgage
investment
servicing fees
paid to affiliates 1,000 2,000 --- 1,000
- -----------------------------------------------------------------
Total expenses 540,000 589,000 264,000 293,000
- -----------------------------------------------------------------
Income (loss)
before minority
interest 77,000 (48,000) (30,000) (45,000)
Minority interest 29,000 46,000 5,000 2,000
- -----------------------------------------------------------------
Net income
(loss) $ 106,000 $ (2,000) $ (25,000) $ (43,000)
=================================================================
Net income (loss)
per limited
partnership
unit $ 2.74 $ (.05) $ (.65) $ (1.11)
=================================================================
</TABLE>
See accompanying notes to consolidated financial statements
5
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Consolidated Statement of Partners' Equity
(Unaudited)
<TABLE>
<CAPTION>
For the six months ended June 30, 1998
<S> <C> <C> <C>
Total
General Limited Partners'
Partners Partners Equity
- -----------------------------------------------------------------
Balance at
December 31, 1997 $ (525,000) $ 8,080,000 $ 7,555,000
Net income --- 106,000 106,000
- -----------------------------------------------------------------
Balance at
June 30, 1998 $ (525,000) $ 8,186,000 $ 7,661,000
=================================================================
</TABLE>
See accompanying notes to consolidated financial statements
6
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
For the six months ended June 30, 1998 and 1997
<S> <C> <C>
1998 1997
- -----------------------------------------------------------------
Cash flows from
operating activities:
Net income (loss) $ 106,000 $ (2,000)
Adjustments to reconcile
net income (loss) to net
cash provided by (used in)
operating activities:
Amortization of unearned
loan fees (5,000) (1,000)
Interest accrued to
principal on loans
receivable (24,000) (7,000)
Depreciation expense 4,000 7,000
Minority interest (29,000) (46,000)
Gain on sale of real
estate owned (21,000) ---
Equity in losses of
unconsolidated investee 76,000 54,000
Changes in assets
and liabilities:
(Increase) decrease in accrued
interest receivable 4,000 (1,000)
(Increase) decrease in
due from unconsolidated
investee 31,000 (11,000)
Increase in
other assets (55,000) (33,000)
Increase (decrease) in
accounts payable and
accrued liabilities 15,000 (8,000)
Decrease in interest
payable to affiliates
on notes secured
by real estate owned --- (3,000)
See accompanying notes to consolidated financial statements
7
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Consolidated Statements of Cash Flows
(Unaudited)
(Continued)
<CAPTION>
For the six months ended June 30, 1998 and 1997
<S> <C> <C>
1998 1997
- -----------------------------------------------------------------
Increase in payable
to affiliates 1,000 ---
- -----------------------------------------------------------------
Net cash provided by
(used in) operating
activities 103,000 (51,000)
- -----------------------------------------------------------------
Cash flows from
investing activities:
Principal collected
on loans to customers 497,000 10,000
Principal collected on
loans made to
unconsolidated investee 751,000 200,000
Advances on loans made
to unconsolidated
investee (note 5) (173,000) (563,000)
Advances on loans made
to customers (22,000) (5,000)
Proceeds from sale of
real estate owned 762,000 ---
Disbursements on
real estate owned --- (1,000)
- -----------------------------------------------------------------
Net cash provided by
(used in) investing
activities 1,815,000 (359,000)
- -----------------------------------------------------------------
See accompanying notes to consolidated financial statements
8
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Consolidated Statements of Cash Flows
(Unaudited)
(Continued)
<CAPTION>
For the six months ended June 30, 1998 and 1997
<S> <C> <C>
1998 1997
- -----------------------------------------------------------------
Cash flows from
financing activities:
Principal advances
on notes payable
to affiliates 137,000 13,000
Principal payments
on notes payable (11,000) (7,000)
- -----------------------------------------------------------------
Net cash provided by
financing activities 126,000 6,000
- -----------------------------------------------------------------
Net increase (decrease)
in cash and cash equivalents 2,044,000 (404,000)
Beginning cash and
cash equivalents 1,018,000 1,712,000
- -----------------------------------------------------------------
Ending cash and cash
equivalents $ 3,062,000 $ 1,308,000
=================================================================
Supplemental schedule of
cash flow information:
Cash paid during
the six months for:
Interest $ 128,000 $ 197,000
Supplemental schedule of
noncash investing and
financing activities:
Increase in real estate loans
receivable through sale and
carryback financing of real
estate loans receivable from
unconsolidated investee $ --- $ 90,000
</TABLE>
See accompanying notes to consolidated financial statements
9
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Notes to Consolidated Financial Statements
(Unaudited)
June 30, 1998 and 1997
(1) BUSINESS
Centennial Mortgage Income Fund (the "Partnership") initially
invested in commercial, industrial and residential income-
producing real property through mortgage investments consisting
of participating first mortgage loans, other equity participation
loans, construction loans, and wrap-around and other junior
loans. The Partnership's underwriting policy for granting credit
was to fund loans secured by first and second deeds of trust on
real property. The Partnership's area of concentration is in
California. In the normal course of business, the Partnership
participated with other lenders in extending credit to single
borrowers; the Partnership did this in an effort to decrease
credit concentrations and provide a greater diversification of
credit risk.
As of June 30, 1998, a majority of the loans secured by operating
properties have been repaid to the Partnership. However, during
the early 1990's, real estate market values for undeveloped land
in California declined severely. As the loans secured by
undeveloped land and certain operating properties became
delinquent, management of the Partnership elected to foreclose on
certain of these loans, thereby increasing real estate owned
balances. As a result, the Partnership has become a direct
investor in this real estate and intends to manage operating
properties and develop raw land until such time as the
Partnership is able to sell this real estate owned.
As required by the Partnership Agreement, the Partnership is
currently in the repayment stage, and as a result, cash proceeds
from mortgage and real estate investments are no longer available
for reinvestment.
(2) BASIS OF PRESENTATION
The consolidated financial statements are unaudited and reflect
all adjustments, consisting only of normal recurring accruals,
which are, in the opinion of management, necessary for a fair
statement of the results of operations for the interim periods.
10
Results for the six months ended June 30, 1998 and 1997 are not
necessarily indicative of results which may be expected for any
other interim period, or for the year as a whole.
Information pertaining to the six months ended June 30, 1998 and
1997 is unaudited and condensed inasmuch as it does not include
all related footnote disclosures.
The condensed consolidated financial statements do not include
all information and footnotes necessary for the fair presentation
of financial position, results of operations and cash flows in
conformity with generally accepted accounting principles. Notes
to consolidated financial statements included in Form 10-K for
the year ended December 31, 1997 on file with the Securities and
Exchange Commission, provide additional disclosures and a further
description of accounting policies.
Net Income (Loss) per Limited Partnership Unit
Net income (loss) per limited partnership unit for financial
statement purposes was based on the weighted average number of
limited partnership units outstanding of 38,729 for all periods
presented.
Impaired Loans
The Partnership considers a loan to be impaired when based upon
current information and events, it believes it is probable that
the Partnership will be unable to collect all amounts due
according to the contractual terms of the loan agreement. In
determining impairment, the Partnership considers large non-
homogeneous loans including nonaccrual loans, troubled debt
restructuring and performing loans which exhibit, among other
characteristics, high loan-to-value ratios, low debt-coverage
ratios, or other indications that the borrowers are experiencing
increased levels of financial difficulty. The Partnership bases
the measurement of collateral-dependent impaired loans on the
fair value of the loan's collateral. The amount by which the
recorded investment of the loan exceeds the measure of the
impaired loan's value is recognized by recording a valuation
allowance.
At June 30, 1998, the carrying value of loans that are considered
to be impaired totaled $2,270,000 (of which $2,051,000 were on
nonaccrual status). At June 30, 1998, the allowance for possible
loan losses related to loans considered impaired totaled
$714,000. There were five loans to an unconsolidated investee
considered impaired for which there is no related allowance for
possible loan losses at June 30, 1998. However, the
11
unconsolidated investee has recorded an allowance for losses of
$4,173,000 and the Partnership's proportionate share of losses in
unconsolidated investee reflects the majority of this allowance.
One of the loans receivable is recorded with a corresponding
deferred profit liability of $289,000. There was a $195,000
investment in impaired loans during the six months ended June 30,
1998. For the six months ended June 30, 1998, the Partnership
recognized interest income on impaired loans of $172,000 which
included $157,000 of interest income recognized using the cash
basis method of income recognition.
(3) CASH AND CASH EQUIVALENTS
At June 30, 1998, the Partnership has approximately $2,450,000 in
cash and cash equivalents held in accounts over the Federal
Deposit Insurance Corporation limit. The majority of these funds
will be used to pay the distribution to limited partners during
the third quarter of 1998.
<TABLE>
(4) REAL ESTATE OWNED
<CAPTION>
Real estate owned consists of the following:
(dollars in thousands)
<S> <C> <C>
June 30, December 31,
1998 1997
- -----------------------------------------------------------------
1. Shopping Center in Upland, CA $ 4,628 $ 4,628
2. 19 acres in Sacramento, CA 2,822 2,822
3. Condominiums in Oxnard, CA --- 1,040
- -----------------------------------------------------------------
Total real estate owned $ 7,450 $ 8,490
=================================================================
</TABLE>
Prior to its sale, property No. 3 was accounted for as
insubstance foreclosure under SFAS 118 as the Partnership did not
hold legal title to this property, but the borrower surrendered
the collateral to the control of the Partnership.
(5) TRANSACTIONS WITH AFFILIATES
Under the provisions of the Partnership Agreement, Centennial
Corporation ("CC") is entitled to receive from the Partnership
mortgage investment servicing fees for loans serviced equal to an
annual rate of 1/4 of 1 percent of the committed amount to be
12
funded by the Partnership. The Partnership incurred $1,000 of
mortgage investment servicing fees for the six months ended June
30, 1998 and $2,000 and $1,000 for the six and three months ended
June 30, 1997, respectively. There were no mortgage investment
servicing fees incurred for the three months ended June 30, 1998.
Under the provisions of the Partnership Agreement, the general
partners are to receive compensation for their services in
supervising the affairs of the Partnership. This partnership
management compensation shall be equal to 10 percent of the cash
available for distribution, as defined in the Partnership
Agreement. The general partners will not receive this
compensation until the limited partners have received a 12
percent per annum cumulative return on their adjusted invested
capital but are entitled to receive a 5 percent interest in cash
available for distribution in any year until this provision has
been met. Adjusted invested capital is defined as the original
capital invested less distributions from mortgage reductions.
Payments to the general partners have been limited to 5 percent
of cash available for distribution as the limited partners have
not yet received their 12 percent per annum cumulative return.
Under this provision of the Partnership Agreement, no
distributions were paid to the general partners during the six
months ended June 30, 1998 or 1997.
The Partnership owns 50 percent of the outstanding capital stock
of a corporation which has not been consolidated in the
accompanying financial statements, LCR Development, Inc.,
("LCR"). The balance of outstanding capital stock in this
corporation is owned by Centennial Mortgage Income Fund II ("CMIF
II"), an affiliate. LCR has invested in a joint venture,
Silverwood Homes ("Silverwood") which is constructing homes in
Lancaster, CA. The Partnership has participated in making
several loans to this corporation and this joint venture. Under
the equity method of accounting, these loans are a component of
the Partnership's investment in LCR, and therefore, the
Partnership has recorded losses by LCR as a reduction of the
carrying value of these loans receivable.
The Partnership holds a $1,250,000 unsecured note and holds a 50
percent participation in a $2,115,000 unsecured note, both due
from LCR. The Partnership's share of the $2,115,000 note at June
30, 1998 is $1,055,000 and the Partnership has applied
$1,055,000, a portion of its cumulative losses from
unconsolidated investee, against the carrying value of the note
as of that same date. The Partnership has also applied
$1,250,000 of cumulative losses from unconsolidated investee
13
against the carrying value of the $1,250,000 note as of June 30,
1998. The Partnership has not accrued its share of interest on
these notes which was approximately $805,000 as of June 30, 1998.
Silverwood began constructing a model home complex at the project
in June 1995. Construction commenced in September 1995 on Phase
I and in February 1997 on Phase II at the project. At June 30,
1998, the Partnership holds a 50 percent participation in three
notes, due from Silverwood including a land development loan, a
model home loan and a home construction loan on Phase I. The
Partnership also holds a 100 percent ownership in a second home
construction loan on Phase II. The Partnership's disbursed
balance of the $3,266,000 development loan at June 30, 1998, is
$1,107,000 and the Partnership had applied $457,000, the balance
of cumulative losses from unconsolidated investee, against the
carrying value of the note as of the same date. The
Partnership's disbursed balance of the $490,000 model loan at
June 30, 1998 is $239,000. At June 30, 1998, the Partnership's
disbursed balance of the $1,034,000 Phase I construction loan is
$87,000. At June 30, 1998, the Partnership's disbursed balance
of the $870,000 Phase II construction loan is $387,000.
The consolidated balance sheet and statement of operations of LCR
Development, Inc. have not been consolidated in the Partnership's
financial statements. The Partnership accounts for its
investment in the corporation using the equity method. The
following represents condensed financial information for LCR at
June 30, 1998 and for the six months ended June 30, 1998 and
1997:
14
LCR Development, Inc.
Consolidated Balance Sheet
<TABLE>
<CAPTION>
<S> <C> <C>
June 30, December 31,
1998 1997
Assets (Unaudited)
- -----------------------------------------------------------------
Cash $ 106,000 $ 11,000
Restricted cash 20,000 20,000
Real estate owned 6,632,000 6,950,000
Less allowance for losses on
real estate investment 4,173,000 4,063,000
- -----------------------------------------------------------------
Net real estate owned 2,459,000 2,887,000
Organization costs --- 1,000
- -----------------------------------------------------------------
$ 2,585,000 $ 2,919,000
=================================================================
Liabilities and Stockholders' Deficit
- -----------------------------------------------------------------
Notes payable to affiliates
CMIF $ 4,125,000 4,679,000
CMIF II 2,532,000 2,250,000
- -----------------------------------------------------------------
Total notes payable 6,657,000 6,929,000
Sales deposit 95,000 ---
Accounts payable
and accrued liabilities 9,000 38,000
Interest and taxes payable
on real property 1,693,000 1,377,000
Payable to affiliates 47,000 75,000
- -----------------------------------------------------------------
Total liabilities 8,501,000 8,419,000
Stockholders' deficit (5,916,000) (5,500,000)
- -----------------------------------------------------------------
$ 2,585,000 $ 2,919,000
=================================================================
</TABLE>
15
LCR Development, Inc.
Consolidated Statement of Operations
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
Six months Six months
ended ended
June 30, 1998 June 30, 1997
- -----------------------------------------------------------------
Housing sales $ 515,000 $ 592,000
Cost of housing sales 481,000 605,000
Provision for losses 178,000 91,000
Selling and marketing expenses 46,000 53,000
General and administrative expenses 19,000 34,000
- -----------------------------------------------------------------
Operating loss (209,000) (191,000)
Interest expense 206,000 183,000
- -----------------------------------------------------------------
Net loss before income taxes (415,000) (374,000)
Income taxes 1,000 1,000
- -----------------------------------------------------------------
Net loss $ (416,000) $ (375,000)
=================================================================
Interest not included
in share of losses (265,000) (268,000)
- -----------------------------------------------------------------
Allocable net loss $ (151,000) $ (107,000)
=================================================================
Share of loss recorded $ (76,000) $ (54,000)
=================================================================
</TABLE>
The Partnership owns an interest in BNN Development, Inc., the
corporation which owns the 19 acres in Sacramento, California
jointly with an affiliated entity, CMIF III. At June 30, 1998,
the ownership percentages are 86.25 for the Partnership and 13.75
for CMIF III. The assets and liabilities of this corporation
have been consolidated in the accompanying consolidated financial
statements. Notes payable and interest payable to affiliates on
notes secured by real estate owned includes $610,000 and $473,000
at June 30, 1998 and December 31, 1997, respectively, and the
Partnership had cumulatively applied $390,000 and $361,000 of
minority interest share of losses from this corporate joint
venture against the note payable to affiliates balance as of the
same dates. The notes payable to affiliates balance reflects
CMIF III's share of a note payable by the corporation to the
Partnership and CMIF III. The note bears interest at 15 percent
fixed and matures August 1, 1998.
16
<TABLE>
(6) NOTE PAYABLE
<CAPTION>
Note payable consists of the following:
(dollars in thousands)
<S> <C> <C>
June 30, December 31,
1998 1997
- -----------------------------------------------------------------
Note payable secured by
shopping center in
Upland, CA with interest
and principal payments due
monthly of $23,250; interest
rate of 9.5 percent, which may
be adjusted based on changes
in the LIBOR rate,
maturing June 1, 2007 $ 2,410 $ 2,421
- -----------------------------------------------------------------
Total note payable $ 2,410 $ 2,421
=================================================================
</TABLE>
(7) COMMITMENTS
The day to day operations of the Partnership and several other
affiliated partnerships are carried on by employees of the
corporate general partner, Centennial Corporation ("CC"). CC no
longer has any significant operations other than the management
of these partnerships which are in the repayment stage. During
the first quarter of 1998, several employees resigned from their
employment at CC. Their resignations were principally due to the
anticipated disposition of the majority of the assets owned by
the Partnership and other affiliated partnerships in the
relatively near future. The disposition of these assets can
reasonably be expected to precipitate layoffs, and given the
relatively robust job market in Southern California, where the
general partners conduct their operations, these employees opted
to secure positions with other companies with more promising
futures. As of April 1, 1998, CC employed only six employees.
All of the remaining employees have been employed by CC for over
ten years and have intimate knowledge of the partnerships'
operations. The general partners concluded that it would be in
the best interest of the Partnership to provide the remaining
17
employees with some type of incentive for them to continue
working for the partnerships until the majority of the
partnerships' assets were liquidated. Accordingly, CC entered
into twelve-month employment contracts with each of these
employees which expire on March 31, 1999. These employment
contracts have been guaranteed by the Partnership and the
affiliated partnerships. The contracts include an increase in
salary of 10 percent and also provide that if these employees
remain employed by CC until the end of the contract term, they
will be entitled to severance pay equal to six months base
salary. The maximum total salaries, employer taxes, related
benefits and severance pay included in these contracts is
approximately $615,000. The Partnership's anticipated share of
this cost is estimated to be between $275,000 and $300,000,
depending on the amount of time which will be spent by these
employees in managing the affairs of the Partnership. The
Partnership's share of the cost of these contracts during the
three months ended June 30, 1998 was approximately $85,000.
(8) CONTINGENCIES
Unbeknownst to the Partnership, on July 19, 1996, a default was
entered against the Partnership for failure to respond to a
complaint filed on July 17, 1995 in the San Bernardino Superior
Court, entitled Henry Yong Lim et al -vs- Cardinal Security, et
al and allegedly served on the Partnership in May 1996. As shown
by the proofs of service, the complaint was served on the wrong
party in 1996. The Partnership first became aware of its
involvement in this lawsuit in September 1997 when it received
copies of requests for entry of default judgement totaling
approximately $1,000,000. The judgements involved damages and
injuries allegedly suffered by the plaintiffs as a result of an
altercation between the plaintiffs, other third parties and
security guards employed by the Partnership at its shopping
center in Upland, California. The request for judgement names
Centennial Mortgage Income Fund Partnership as a defendant in
this action. Since the Partnership was never served with the
complaint and had no other way of knowing about this action, the
Partnership retained legal counsel to set aside the defaults and
any default judgements which may have been entered, due to the
lack of proper service and notice. The Partnership has tendered
this action to its liability insurance carrier for legal and
liability coverage. The default judgement has been set aside and
the plaintiffs' have appealed. Management intends to vigorously
defend any future actions related to this matter.
18
Management believes that even if the plaintiffs' prevail in these
actions, the Partnership's insurance coverage and/or the security
company's insurance carrier should prevent the Partnership from
suffering a material loss from these proceedings.
There are no other material pending legal proceedings other than
ordinary routine litigation incidental to the Partnership's
business. Based in part on advice of legal counsel, management
does not believe that the results of any of these matters will
have a material impact on the Partnership's financial position or
results of operations.
19
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
GENERAL
The Partnership had net income and income per limited partnership
unit of $106,000 and $2.74 for the six months ended June 30, 1998
and net losses and net losses per limited partnership unit of
($2,000) and $(.05) for the six months ended June 30, 1997. The
increase in income for 1998 is primarily the result of a loan
receivable payoff during January 1998 which included the
repayment of $144,000 of previously nonaccrued interest.
Cautionary Statements Regarding Forward-Looking Information
The Partnership wishes to caution readers that the forward-
looking statements contained in this Form 10-Q under "Item 2.
Management's Discussion and Analysis of Financial Condition and
Results of Operations" and elsewhere in this Form 10-Q involve
known and unknown risks and uncertainties which may cause the
actual results, performance or achievements of the Partnership to
be materially different from any future results, performance or
achievements expressed or implied by any forward-looking
statements made by or on behalf of the Partnership. In
connection with the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, the Partnership is
filing the following cautionary statements identifying important
factors that in some cases have affected, and in the future could
cause the Partnership's actual results to differ materially from
those expressed in any such forward-looking statements.
The factors that could cause the Partnership's results to differ
materially include, but are not limited to, general economic and
business conditions, including interest rate fluctuations; the
impact of competitive products and pricing; success of operating
initiatives; adverse publicity; changes in business strategy or
development plans; quality of management; availability, terms and
deployment of capital; the results of financing efforts; business
abilities and judgement of personnel; availability of qualified
personnel; employee benefit costs and changes in, or the failure
to comply with government regulations.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1998, the Partnership had $3,062,000 in cash and
interest-bearing deposits. The Partnership had no unfunded loan
commitments to nonaffiliates at June 30, 1998. During the first
half of 1998, the Partnership's principal sources of cash were:
i)$762,000 in proceeds from the sale of real estate owned;
ii)$641,000 in principal and nonaccrued interest payments on
loans receivable; iii)$751,000 in principal reductions on loans
receivable from affiliates (LCR); iv)$137,000 of loan proceeds
from affiliates (CMIF III loans to BNN); v)$256,000 in net
operating income from real estate owned; and vi)$114,000 in
interest and other income. The Partnership's principal uses of
cash during the first half of 1998 were: i)$173,000 in advances
on loans made to LCR; ii)$128,000 in interest payments; and
iii)$178,000 in general and administrative costs.
The Partnership's notes payable commitments for the next twelve
months consist of interest and principal payments due of
approximately $279,000. In addition to the note payable
commitments, the Partnership's principal capital requirements
include: i) real property taxes and bonds on real estate owned of
approximately $142,000 payable during the next twelve months, and
ii) selling, general and administrative costs. These commitments
are expected to be paid from existing cash balances, future loan
payoffs, and the sale of real estate owned.
The Partnership is continuously evaluating various alternative
strategies for liquidating its real estate assets. These
alternative strategies include the potential joint venture and/or
build out of certain of the Partnership's properties in order to
increase their marketability and maximize the return to the
limited partners. In the event the Partnership decides to
implement some of these strategies, it may require the
reinvestment of proceeds received from the payoff of existing
loans and/or the sale of other real estate assets. The decision
to invest additional cash in existing assets will only be made
if, based on management's best judgment at the time, there is a
clear indication that such investment will generate a greater
return to the limited partners than any other strategies
available to the Partnership. During 1995, the Partnership,
through its 50 percent owned corporation, LCR, entered into a
joint venture agreement with Home Devco, Inc. ("Home Devco"), an
affiliated entity, entitled Silverwood Homes ("Silverwood"). For
further information see note 5 of Notes to Consolidated Financial
Statements.
Effective with the third quarter of 1991, the Partnership
suspended making any cash distributions to partners due to a
decline in liquidity and the uncertainty of the cash requirements
for existing and potential real estate owned. Pursuant to the
Partnership Agreement, 60 months after the closing of the
offering, cash proceeds from mortgage investments are no longer
available for reinvestment by the Partnership.
Management believes that current and projected liquidity is
sufficient to fund operating expenses and to meet the contractual
obligations and cash flow operating requirements of the
Partnership. Until recently, the general partners believed that
the cash proceeds from mortgage reductions and the sale of real
estate owned should be retained by the Partnership until such
time as it was assured that it had sufficient cash to fulfill any
potential operating requirements. Due to the substantial real
estate and loan receivable balances, these potential operating
costs were considered to be very significant. Based upon recent
developments, the general partners have determined that the
Partnership will make a distribution to its limited partners
during the third quarter of 1998. The amount of this
distribution has been determined to be $1,998,000, or $51.60 per
limited partnership unit.
RESULTS OF OPERATIONS
Management has noted that the long-term downturn in the real
estate industry in California has not only stabilized, it has
improved considerably in many sectors of the market. The
improving real estate markets were a significant factor in the
increased profitability of the Partnership during 1998.
As of June 30, 1998, most of the earning nonaffiliated loans have
been repaid to the Partnership. As a result of these payoffs,
interest income on loans to nonaffiliates is no longer expected
to be a major contributor to the Partnership's future revenue.
However, during the first quarter of 1998, a previously impaired
loan was repaid together with approximately $144,000 in
previously nonaccrued interest. This nonaccrued interest was
recorded as income in the quarter ended March 31, 1998. As a
result, interest income on loans to nonaffiliates, including fees
increased to $190,000 and $21,000 for the six and three months
ended June 30, 1998 from $55,000 and $28,000 for the six and
three months ended June 30, 1997, respectively.
Interest income on loans to unconsolidated investee, including
fees totaled $24,000 and $10,000 for the six and three months
ended June 30, 1998 and $7,000 and $6,000 for the six and three
months ended June 30, 1997, respectively. Interest income on
loans to unconsolidated investee represents interest earned on
the Silverwood Phase II loan. The increase for 1998 is due to
the increase in the average balance of the Phase II loan to
Silverwood which funded during 1997.
The outstanding principal balance of loans on nonaccrual at June
30, 1998 totaled $2,051,000 as compared with $2,313,000 at
December 31, 1997. Loans on "nonaccrual" refer to loans upon
which the Partnership is no longer accruing interest.
Management's policy is to cease accruing interest on loans when
interest and/or principal repayments become 90 days past due.
Real estate loans receivable, earning is comprised of two loans
totaling $309,000 as of June 30, 1998 that are performing.
However, one of the loans totaling $219,000 was classified as
impaired. The value of the underlying collateral of this loan
declined substantially and the loan has been offset by a $30,000
allowance for losses as of June 30, 1998.
Real estate loans receivable, nonearning is comprised of four
past due or renegotiated loans totaling $1,075,000 as of June 30,
1998. These loans are offset by $973,000 in deferred profit and
allowance for possible losses. Most of the borrowers have little
or no equity in the underlying collateral for the loans and as a
result, these loans effectively represent an investment in the
real estate held as collateral. Therefore, these loans are
carried on the balance sheet at the fair value of the collateral
or have been fully reserved.
Real estate loans receivable from unconsolidated investee,
earning and nonearning represent loans to LCR, an unconsolidated
corporation 50 percent owned by the Partnership, and loans to
Silverwood, a subsidiary of LCR.
The real estate owned balance before allowance for possible
losses at June 30, 1998 and December 31, 1997 was $7,450,000 and
$8,490,000, respectively. The balance at June 30, 1998 is
comprised of two properties and is offset by a $2,055,000
allowance for possible losses. One of three properties held at
December 31, 1997 was sold during the quarter ended March 31,
1998 and the Partnership received approximately $762,000 in net
cash proceeds from the sale.
The following sections entitled Nonaccrual, Nonperforming Loans
and Other Loans to Affiliates and Real Estate Owned provide a
detailed analysis of these assets.
Nonaccrual, Nonperforming Loans and Other Loans to Affiliates
Loans on nonaccrual and nonperforming status at June 30, 1998 are
summarized below:
During 1994, the Partnership renegotiated an equity participation
note with an original committed amount of $374,000 secured by a
second deed of trust on a 32,431 square foot shopping center in
Corona, California. The loan provides for interest due to be
payable at loan maturity; however, due to the amount of the
senior debt and the decrease in land values, the Partnership has
placed the loan on nonaccrual. The principal balance and
nonaccrued interest at June 30, 1998 were $376,000 and $163,000
respectively. The Partnership has recorded a reduction of
$62,000 against the $376,000 principal balance which represents
previously nonaccrued interest and has also recorded a $289,000
deferred profit in connection with this loan. Additionally, due
to the recent operating history of the property and the large
lien on the property which is senior to the Partnership's note,
an allowance for possible losses of $25,000 has also been
recorded against this note.
During 1991, the Partnership sold a pad on an existing piece of
real estate owned in Corona, California and carried back
financing in the amount of $600,000. The Partnership's share of
the loan is 77 percent. Due to the loss of the major tenant, the
borrower has been unable to make full monthly interest payments
in accordance with the original note terms. Management has
worked out a forbearance agreement with the borrower for payments
equal to the net cash flow from the property. The remaining
interest due has been placed on nonaccrual. The Partnership's
share of the principal and nonaccrued interest balances at June
30, 1998 are $461,000 and $163,000, respectively. The
Partnership has recorded a $365,000 allowance for possible losses
against this note. The Partnership has been negotiating a
possible discounted payoff of this note in conjunction with a
proposed sale of the property. The amount of the payoff, if it
is finalized, would exceed the current net carrying value of the
note. However, there is no assurance that these negotiations
will ultimately result in a payoff of the note.
During 1989, the Partnership funded a loan with an original
committed amount of $343,000 to provide land development
financing in Perris, California. The loan matured June 1, 1993
and the borrower was unable to make interest payments or pay off
the loan. Given the depressed value of the property and the
amount of the delinquent bonds and taxes, the Partnership has
elected not to foreclose on this property and has established an
allowance for losses of $294,000, to fully reserve the carrying
value of the note. The principal balance and nonaccrued interest
at June 30, 1998 are $294,000 and $230,000, respectively.
During 1994, the Partnership funded a $1,250,000 unsecured note
and a 50 percent participation in a $2,115,000 unsecured note,
both representing workout loans and due from LCR. These two
loans reflect the majority of the cost basis of 179 residential
lots which LCR contributed to Silverwood. LCR's only source of
repayment of these notes is the excess, if any, of proceeds from
the sale of the fully developed lots over the amount of secured
debt. Due to the continuing decline in value of the lots,
management does not expect that either of these notes will ever
be repaid. As a result, the loans have been placed on
nonaccrual. As of June 30, 1998, the principal balance and
nonaccrued interest balances of the $1,250,000 note were
$1,250,000 and $440,000, respectively. The Partnership's share
of the principal and nonaccrued interest balances of the
$2,115,000 note as of the same date were $1,055,000 and $365,000,
respectively. As discussed in note 5 of Notes to Consolidated
Financial Statements, the Partnership has reduced the carrying
value of these notes by $2,305,000, a portion of its share of
losses from this unconsolidated investee.
During 1994 and 1995, LCR evaluated various alternative
strategies for liquidating its investment in the 179 lots in
Lancaster. During 1994, LCR determined that its best course of
action appeared to be the full-scale buildout and sale of single-
family homes since the market for finished lots had fallen so
significantly. LCR obtained construction financing commitments
from the Partnership and Centennial Mortgage Income Fund II
("CMIF II"), an affiliate. LCR entered into a joint venture
agreement entitled Silverwood with Home Devco to construct and
sell single-family homes at the project.
Silverwood began constructing a model home complex at the project
in June 1995. Construction commenced in September 1995 on Phase
I and February 1997 on Phase II at the project. At June 30,
1998, the Partnership holds a 50 percent participation in three
notes and a 100 percent interest in a fourth note due from
Silverwood consisting of a land development loan, a model home
loan and two home construction loans with a combined disbursed
balance of $1,820,000. The Partnership's disbursed balance of
the $3,266,000 development loan at June 30, 1998 is $1,107,000.
The Partnership's disbursed balance of the $490,000 model loan at
June 30, 1998 is $239,000. The Partnership's disbursed balance
of the $1,034,000 Phase I construction loan at June 30, 1998 is
$87,000. The Partnership's disbursed balance of the $870,000
Phase II construction loan at June 30, 1998 is $387,000. As
discussed in note 5 of Notes to Consolidated Financial
Statements, the Partnership had reduced the carrying value of the
land development loan by $457,000, the remainder of its share of
losses in unconsolidated investee.
Sales volumes of new homes in the Lancaster area have continued
to remain sluggish since 1995 while sales prices have remained
relatively flat and construction costs have increased. This has
caused a further decline in the value of finished lots and a
reduction in the anticipated net proceeds the Partnership expects
it might realize from the buildout of homes at the project.
Additionally, Silverwood closed escrow on only two homes during
the twelve calendar months of 1996, seven homes during the twelve
calendar months of 1997, and four homes during the first half of
1998, far less than originally anticipated. As a result of these
factors, LCR recorded a $207,000, $2,516,000 and $1,077,000
provision for losses on real estate investments during the years
ended December 31, 1997, 1996 and 1995, respectively. Subsequent
to June 30, 1998, Silverwood has closed escrow on one home and
entered into purchase and sale agreements to sell the remaining
eight homes. Silverwood has also entered into a purchase and
sale agreement to sell the 157 remaining undeveloped lots and has
shutdown its homebuilding activities. The pending lot sale
transaction requires that the Partnership and CMIF II provide
financing to the buyer and is not expected to result in any
significant gain or loss. There is no assurance that any of
these transactions will ultimately close escrow.
Real Estate Owned
A description of the Partnership's principal real estate owned
and loan classified as insubstance foreclosure follows:
Shopping Center in Upland, California
During the third quarter of 1988, the Partnership foreclosed on a
loan secured by this project. The Partnership originally
committed $5,600,000 for the rehabilitation of a 33,327 square
foot retail center and construction of an automotive service
facility in Upland, California. Cost overruns and construction
delays prevented the borrower from selling the project and
thereby performing on the loan. The property generated net
operating income before debt service of $255,000 during the first
six months of 1998 and its carrying value before allowance for
possible losses was $4,628,000 at June 30, 1998. The property is
encumbered by a note of $2,410,000, secured by a first trust deed
on the property. The Partnership oversees the management and
leasing of the property which is currently 96 percent leased.
The Partnership had recorded a $776,000 allowance for losses
related to this property as of June 30, 1998.
19 Acres in Sacramento, California
During the third quarter of 1991, the Partnership took a deed in
lieu of foreclosure on a second trust deed secured by 19 acres of
undeveloped land in Sacramento, California. The property is
located in the North Natomas area and is zoned for light-
industrial commercial use. The Partnership continues to finalize
the entitlement processing, flood issues and provide for utility
services for the property and has accepted an offer to purchase
the property for $1,730,000 or $2.00 per net square foot. The
escrow is subject to various contingencies that could make it
difficult for this escrow to actually close. At June 30, 1998,
the carrying value before allowance for possible losses of this
asset was $2,822,000 and the Partnership had recorded a
$1,279,000 allowance for losses related to this project.
Condominiums in Oxnard, California
During 1990, the Partnership funded a loan secured by a first
trust deed with an original committed amount of $3,000,000 for
the construction of 12 condominiums in Oxnard, California. The
borrower signed over control to the second trust deed holder in
December 1992, the second trust deed holder, an affiliate,
abandoned the property. At that time, the Partnership controlled
the property and began receiving 100 percent of all sales
proceeds net of selling costs. As a result, the Partnership
recorded an insubstance foreclosure on these 12 condominiums.
During the first quarter of 1998, the Partnership sold the
remaining four units. These sales generated approximately
$762,000 in net cash proceeds and resulted in a $21,000 gain on
sale, after charging off the previously recorded $299,000
allowance for losses against the property.
INTEREST ON INTEREST-BEARING DEPOSITS
Interest earned on interest-bearing deposits totaled $43,000 and
$24,000 for the six and three months ended June 30, 1998 and
$37,000 and $16,000 for the six and three months ended June 30,
1997, respectively. Interest on interest-bearing deposits
represents interest earned on Partnership funds invested, for
liquidity, in time certificate and money market deposits. The
increase in income on interest-bearing deposits is principally
due to increased cash balances for the six months ended June 30,
1998.
INCOME FROM OPERATIONS OF REAL ESTATE OWNED
Income from operations of real estate owned consists of rental
income of $338,000 and $179,000 for the six and three months
ended June 30, 1998 and $436,000 and $198,000 for the six and
three months ended June 30, 1997, respectively. The 1997
revenues are from the Upland shopping center and the auto retail
center in Corona while the 1998 revenues include only the Upland
shopping center due to the sale of the auto retail center in the
third quarter of 1997.
PROVISION FOR POSSIBLE LOSSES
There was no provision for possible losses for the six and three
months ended June 30, 1998 or 1997. The provision for possible
losses results from the change in the allowance for possible
losses and the allowance for possible losses on real estate owned
net of charge-offs, if any. Management believes that the
allowance for possible losses at June 30, 1998 is adequate to
absorb the known and inherent risk in the Partnership's loan and
real estate owned portfolio.
SHARE OF LOSSES IN UNCONSOLIDATED INVESTEES
The Partnership has invested in LCR, a corporation in which it
has less than a majority ownership and accounts for this
investment using the equity method. The Partnership's share of
losses in this unconsolidated investee was $76,000 and $22,000
for the six and three months ended June 30, 1998 and $54,000 and
$25,000 for the six and three months ended June 30, 1997,
respectively. The share of losses consists primarily of
provisions for losses on real estate investments related to the
179 lots in Lancaster owned by LCR. The increase for 1998 is due
to an increase in the provision for losses recorded by LCR during
1998.
OTHER EXPENSES
Operating expenses from operations of real estate owned were
$67,000 and $31,000 for the six and three months ended June 30,
1998 and $66,000 and $29,000 for the six and three months ended
June 30, 1997, respectively. The 1997 expenses were associated
with both the Upland shopping center and the auto retail center
in Corona while the 1998 expenses excluded the auto retail
center. The 1998 expenses for Upland increased due to additional
roofing expenses incurred in 1998 that were not required in 1997.
This increase at Upland offset the reduction in operating costs
associated with the auto retail center as a result of the sale.
Operating expenses from operations of real estate owned paid to
affiliates were $15,000 and $7,000 for the six and three months
ended June 30, 1998 and $23,000 and $12,000 for the six and three
months ended June 30, 1997, respectively. The operating expenses
consist of property management fees paid to affiliates of the
general partners. The decrease for 1998 is due to the sale of
the auto retail center in 1997.
Expenses associated with non-operating real estate owned were
$68,000 and $33,000 for the six and three months ended June 30,
1998 and $75,000 and $31,000 for the six and three months ended
June 30, 1997, respectively. The expenses relate to the 19 acres
in Sacramento and the condominiums in Oxnard. The decrease for
the six months ended June 30, 1998 is due to the sale of the
condominiums in Oxnard.
Depreciation and amortization expense was $4,000 and $2,000 for
the six and three months ended June 30, 1998 and $7,000 and
$4,000 for the six and three months ended June 30, 1997,
respectively, related to leasehold improvements at the Upland
shopping center and furniture and fixtures of the Partnership.
Interest expense was $131,000 and $64,000 for the six and three
months ended June 30, 1998 and $200,000 and $97,000 for the six
and three months ended June 30, 1997, respectively. The interest
expense during 1997 relates to both the Upland shopping center
and the 19 acres in Sacramento, California. In December 1997,
the loan secured by the 19 acres in Sacramento was repaid.
Accordingly, interest expense during 1998 no longer includes
interest on this note which caused the decrease from 1997 to
1998.
General and administrative expenses, affiliates totaled $144,000
and $93,000 for the six and three months ended June 30, 1998 and
$107,000 and $56,000 for the six and three months ended June 30,
1997, respectively. These expenses are primarily salary
allocation reimbursements paid to affiliates. As discussed in
note 6 of Notes to Consolidated Financial Statements, the
employees of the corporate general partner have entered into
contracts which provided for salary increases of 10 percent and
severance benefits. General and administrative expenses for the
three months ended June 30, 1998 include approximately $25,000 in
accrued severance pay with respect to these contracts.
General and administrative expenses, nonaffiliates totaled
$34,000 and $12,000 for the six and three months ended June 30,
1998 and $55,000 and $38,000 for the six and three months ended
June 30, 1997, respectively. These expenses consist of other
costs associated with the administration of the Partnership. The
decrease for the six and three months ended June 30, 1998 is
primarily due to the decrease in legal costs associated with the
Upland shopping center refinance paid in 1997.
Mortgage investment servicing fees totaled $1,000 for the six
months ended June 30, 1998 and $2,000 and $1,000 for the six and
three months ended June 30, 1997, respectively. There were no
mortgage investment servicing fees incurred for the three months
ended June 30, 1998. This consists of fees paid to Centennial
Corporation for servicing the Partnership's loan portfolio.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) None
(b) None
Signatures
Pursuant to the requirements of Section 13 or 15(d) 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.
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A California Limited Partnership
By:/s/John B. Joseph
_________________________________
John B. Joseph
General Partner August 14, 1998
By:/s/Ronald R. White
_________________________________
Ronald R. White
General Partner August 14, 1998
By: CENTENNIAL CORPORATION
General Partner
/s/Joel H. Miner
_________________________________
Joel H. Miner
Chief Financial Officer August 14, 1998
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