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, 2000
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
June 30, 2000 and December 31, 1999
<TABLE>
<CAPTION>
June 30, December 31,
ASSETS 2000 1999
(Unaudited)
------------------------------------------------------------------------------
<S> <C> <C>
Cash and cash equivalents $ 1,081,000 $ 1,124,000
Real estate loans
receivable, earning 548,000 541,000
------------------------------------------------------------------------------
Net real estate loans receivable 548,000 541,000
------------------------------------------------------------------------------
Other assets, net 12,000 ---
Due from unconsolidated investee 8,000 7,000
------------------------------------------------------------------------------
$ 1,649,000 $ 1,672,000
==============================================================================
LIABILITIES AND PARTNERS' EQUITY
------------------------------------------------------------------------------
Accounts payable and
accrued liabilities $ 13,000 $ 12,000
------------------------------------------------------------------------------
Total liabilities 13,000 12,000
------------------------------------------------------------------------------
Partners' equity (deficit)
-- 38,729 limited partnership
units outstanding at June 30, 2000
and December 31, 1999
General partners (132,000) (132,000)
Limited partners 1,768,000 1,792,000
------------------------------------------------------------------------------
Total partners' equity 1,636,000 1,660,000
Contingencies (note 4)
------------------------------------------------------------------------------
$ 1,649,000 $ 1,672,000
==============================================================================
</TABLE>
See accompanying notes to consolidated financial statements
1
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,
2000 1999 2000 1999
------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenue:
Interest income loans
to nonaffiliates,
including fees $ 21,000 $ 27,000 $ 10,000 $ 13,000
Interest income on
loans to affiliates
including fees --- 3,000 --- ---
Interest on interest-
bearing deposits 27,000 42,000 15,000 10,000
Other 5,000 31,000 2,000 31,000
-------------------------------------------------------------------------
Total revenue 53,000 103,000 27,000 54,000
-------------------------------------------------------------------------
Expenses:
Expenses associated with non-
operating real estate owned --- 3,000 --- 1,000
General and administrative
affiliates 40,000 120,000 17,000 24,000
General and administrative
nonaffiliates 37,000 47,000 22,000 21,000
-------------------------------------------------------------------------
Total expenses 77,000 170,000 39,000 46,000
-------------------------------------------------------------------------
Net income (loss) $ (24,000) $ (67,000) $ (12,000) $ 8,000
=========================================================================
Net income (loss) per
limited partnership unit
-basic and diluted $ (.62) $ (1.73) $ (.31) $ .21
=========================================================================
</TABLE>
See accompanying notes to consolidated financial statements
2
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Consolidated Statement of Partners' Equity
<TABLE>
For the six months ended June 30, 2000
<CAPTION>
Total
General Limited Partners'
Partners Partners Equity
(Unaudited) (Unaudited) (Unaudited)
---------------------------------------------------------------------------
<S> <C> <C> <C>
Balance at
December 31, 1999 $ (132,000) $ 1,792,000 $ 1,660,000
Net loss --- (24,000) (24,000)
---------------------------------------------------------------------------
Balance at
June 30, 2000 $ (132,000) $ 1,768,000 $ 1,636,000
==========================================================================
</TABLE>
See accompanying notes to consolidated financial statements
3
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Consolidated Statements of Cash Flows
<TABLE>
For the six months ended June 30, 2000 and 1999
<CAPTION>
2000 1999
(Unaudited) (Unaudited)
-----------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (24,000) $ (67,000)
Adjustments to reconcile net (loss)
to net cash used in
operating activities:
Changes in assets and liabilities:
Interest accrued to
principal on loans receivable (7,000) ---
Decrease (increase) in other assets (12,000) 282,000
Increase in due from
unconsolidated investee (1,000) ---
Increase (decrease) in accounts
payable and accrued liabilities 1,000 (377,000)
-----------------------------------------------------------------------
Net cash used in operating
activities (43,000) (162,000)
-----------------------------------------------------------------------
Cash flows from investing activities:
Principal collected on loans --- 145,000
Principal collected on loans to
unconsolidated investee --- 100,000
-----------------------------------------------------------------------
Net cash provided by
investing activities --- 245,000
-----------------------------------------------------------------------
Cash flows from financing activities:
Principal payments on notes payable
to affiliates --- (2,000)
Distribution to limited partners --- (3,873,000)
-----------------------------------------------------------------------
Net cash used in
financing activities --- (3,875,000)
-----------------------------------------------------------------------
Net decrease in cash and
cash equivalents (43,000) (3,792,000)
Beginning cash and
cash equivalents 1,124,000 4,938,000
-----------------------------------------------------------------------
Ending cash and cash
equivalents $ 1,081,000 $ 1,146,000
=======================================================================
</TABLE>
See accompanying notes to consolidated financial statements
4
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Notes to Consolidated Financial Statements
(Unaudited)
June 30, 2000 and 1999
(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, 2000, a majority of the loans secured by properties have been
repaid or charged off.
As required by the Partnership Agreement, the Partnership is currently in the
repayment stage, and as a result, cash proceeds from mortgage 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.
Results for the six and three months ended June 30, 2000 and 1999 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 three months ended June 30, 2000 and 1999 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 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, 1999 on file with the Securities and Exchange
Commission, provide additional disclosures and a further description of
accounting policies.
Financial Information about Industry Segments
Given that the Partnership is in the process of liquidation, the Partnership
has identified only one operating business segment which is the business of
asset liquidation.
5
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.
(3) TRANSACTIONS WITH AFFILIATES
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, 2000 or 1999.
(4) 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 both
economic and non-economic 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 were entered, due to the lack of proper service
and notice. The Partnership also tendered this action to its liability
insurance carrier for legal and liability coverage. The default judgement has
been set aside and the plaintiff's appeal of the set aside ruling has been
denied by the Court. The Court has also ruled that the prior jury found 0%
liability as to the Partnership for non-economic damages and that the
plaintiffs can only proceed to trial against the Partnership for recovery of
economic damages. Based upon evidence presented at the prior trial, Management
believes that these economic damages should not exceed $40,000. Management
intends to vigorously defend any future actions related to this matter.
Management believes that even if the plaintiff's 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.
6
There are no other material pending legal proceedings other than ordinary
routine litigation incidental to the Partnership's business. Based on part of
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.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
GENERAL
The Partnership had net income (loss) and net income (loss) per limited
partnership unit of $(12,000) and $(.31) for the three months ended June 30,
2000 and $8,000 and $.21 for the three months ended June 30, 1999,
respectively. The Partnership had net losses and net losses per limited
partnership unit of $(24,000) and $(.62) for the six months ended June 30, 2000
and $(67,000) and $(1.73) for the six months ended June 30, 1999, respectively.
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 judgment of personnel; availability of qualified personnel;
employee benefit costs and changes in, or the failure to comply with government
regulations.
Risks of the year 2000 Issue
The Partnership is in the process of liquidating its remaining assets. As of
June 30, 2000, the Partnership held only cash and cash equivalents, a single
note secured by real estate, and $20,000 in other non-cash assets. In light of
these circumstances, the Partnership made only the absolutely necessary
modifications to existing software which were necessitated by the year 2000
issues. The cost of these modifications was less than $10,000.
To date, the Partnership has experienced only minor computer related problems
that are the result of the year 2000. None of these problems have caused any
significant disruption to the Partnership's operations. The Partnership
anticipates that it will encounter additional minor problems in the coming
months. It does not anticipate that it will be required to spend any
significant amounts to correct these problems or that these problems will cause
any disruptions of any consequence to the Partnership's operations.
8
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2000, the Partnership had $1,081,000 in cash and interest-bearing
deposits. The Partnership had no unfunded loan commitments at June 30, 2000.
During the first six months of 2000, the Partnership's principal sources of
cash were $27,000 in interest income on interest bearing deposits and $14,000
in interest on notes receivable. The Partnership's principal uses of cash
during the first six months of 2000 were approximately $87,000 in general and
administrative costs. The Partnership's principal future capital requirements
are expected to be general and administrative costs.
Effective with the third quarter of 1991, the Partnership had 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.
As a result of the substantial sales activity which occurred in the fourth
quarter of 1998, the general partners declared and paid a $3,873,000 cash
distribution to limited partners in February 1999.
The general partners have had discussions with legal counsel regarding the
amounts of cash balances that would be prudent to be retained by the
Partnership at this time. In light of the substantial amount of real estate
that the Partnership has held an interest in over the years, there is always
the potential for future litigation to arise, particularly in the area of toxic
contamination. Although the general partners are not aware of any threatened
litigation, or litigation that is likely to arise, they have determined that
the Partnership should retain at least $1,000,000 in cash balances to be
available to defend the Partnership in any future litigation which may arise.
It is expected that these cash balances will be retained until such time as
legal counsel advises the general partners that the potential for any future
litigation is remote.
RESULTS OF OPERATIONS
INTEREST INCOME
Interest income on loans to nonaffiliates decreased from $13,000 during the
three months ended June 30, 1999 to $10,000 during the three months ended June
30, 2000. Interest income on loans to nonaffiliates decreased from $27,000
during the six months ended June 30, 1999 to $21,000 during the six months
ended June 30, 2000. The decreases were attributable to the payoff of one of
the Partnership's loans receivable during the six months ended June 30, 1999.
Interest income on loans to nonaffiliates for the six months ended June 30,
2000 was earned from a single note secured by real estate. The principal
balance of this note was due in April 2000, however, as of June 30, 2000, the
borrower had failed to make any principal or interest payments on the note
since it matured. The Partnership owns a 50% interest in the note with the
remaining interest in the note being owned by Centennial Mortgage Income Fund
II, an affiliate. The Partnership commenced foreclosure proceedings under the
trust deed securing the note in July 2000. Subsequently, the Partnership
entered into a modification agreement with the borrower which required the
9
borrower to make an immediate $50,000 principal payment, bring interest current
and pay for all foreclosure proceeding costs. In addition, the modification
agreement requires the borrower to make monthly interest payments, make future
$50,000 principal payments in September 2000 and November 2000, and to repay
the remaining balance of the note by December 28, 2000. The Partnership
believes that the value of the real estate securing the note is sufficient to
prevent the Partnership from suffering any material loss related to this note.
Interest income on loans to unconsolidated investee, including fees, totaled $-
0- and $3,000 for the six months ended June 30, 2000 and 1999, respectively.
There was no interest income on loans to unconsolidated investee, including
fees, during either the three months ended June 30, 2000 or 1999. Interest
income on loans to unconsolidated investee represents interest earned on loans
to an unconsolidated subsidiary. The decrease for 2000 is due to a decrease in
the outstanding loan balances to this affiliate.
Interest earned on interest-bearing deposits totaled $15,000 and $10,000 for
the three months ended June 30, 2000 and 1999, respectively. Interest earned on
interest-bearing deposits totaled $27,000 and $42,000 for the six months ended
June 30, 2000 and 1999, respectively. Interest on interest-bearing
deposits represents interest earned on Partnership funds invested, for
liquidity, in time certificate and money market deposits. The decrease in
income on interest-bearing deposits is principally due to decreased average
cash balances for the three and six months ended June 30, 2000. The decline in
average cash balances resulted from a $3.9 million distribution to limited
partners during February 1999.
OTHER EXPENSES
Expenses associated with non-operating real estate owned were $-0- and $1,000
for the three months ended June 30, 2000 and 1999, respectively. Expenses
associated with non-operating real estate owned were $-0- and $3,000 for the
six months ended June 30, 2000 and 1999, respectively. The expenses relate to
the 19 acres in Sacramento and the condominiums in Oxnard. These real estate
assets were sold in the fourth quarter of 1998.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses, affiliates totaled $17,000 and $24,000,
respectively, for the three months ended June 30, 2000 and 1999. General and
administrative expenses, affiliates totaled $40,000 and $120,000, respectively,
for the six months ended June 30, 2000 and 1999. These expenses are primarily
salary allocation reimbursements paid to affiliates. The decrease from 1999 to
2000 is due to the termination of five employment contracts effective March 31,
1999 and the continuing decrease in time spent by employees of the general
partners in managing the affairs of the Partnership.
General and administrative expenses, nonaffiliates totaled $22,000 and $21,000
for the three months ended June 30, 2000 and 1999, respectively. General and
administrative expenses, nonaffiliates totaled $37,000 and $47,000 for the six
months ended June 30, 2000 and 1999, respectively. These expenses consist of
other costs associated with the administration of the Partnership. The
decrease for six months ended June 30, 2000 is primarily due to a decrease in
professional fees.
10
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Since the Partnership does not invest in any derivative financial instruments
or enter into any activities involving foreign currencies, its market risk
associated with financial instruments is limited to the effect that changing
domestic interest rates might have on the fair value of its bank deposits and
notes receivable.
As of June 30, 2000, the Partnership held fixed rate bank deposits with
carrying values totaling $1,081,000 and fixed rate mortgage notes receivable
with carrying values totaling $548,000. The bank deposits and fixed rate
moartgage notes all had maturities of less than ninety days. The estimated
fair value of all of these assets was estimated to be equal to their carrying
values as of June 30, 2000. Increasing interest rates could have an adverse
effect on the fair value of the Partnership's fixed rate notes receivable
and/or the value of the underlying real estate collateral which secure the
Partnership's notes receivable.
Management currently intends to hold the remaining fixed rate assets until
their respective maturities. Accordingly, the Partnership is not exposed to
any material cash flow or earnings risk associated with these assets. Given
the relatively short-term maturities of these assets, management does not
believe the Partnership is exposed to any significant market risk related to
the fair value of these assets.
The Partnership had no interest bearing indebtedness outstanding as of June 30,
2000. Accordingly, the Partnership is not exposed to any market risk
associated with its liabilities.
11
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
See note 4 to the Consolidated Financial Statements
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) Exhibits
(3) & (4) Articles of Incorporation and Bylaws
The Amended Limited Partnership Agreement
Incorporated by reference to Exhibit A to the Partnership's
Prospectus contained in the Partnership's registration
Statement on Form Form S-11 (Commission File No. 0-22520)
Dated June 8, 1984, as supplemented and filed under the Securities
Act of 1933
Exhibit 27. Financial Data Schedule
(b) Reports on Form 8-K
None
12
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
/s/ John B. Joseph
_________________________________
John B. Joseph
General Partner August 11, 2000
/s/ Ronald R. White
_________________________________
Ronald R. White
General Partner August 11, 2000
By: CENTENNIAL CORPORATION
General Partner
/s/ Joel H. Miner
_________________________________
Joel H. Miner
Chief Financial Officer August 11, 2000
