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 March 31, 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
March 31, 2000 and December 31, 1999
<TABLE>
<CAPTION>
March 31, December 31,
ASSETS 2000 1999
(Unaudited)
- ------------------------------------------------------------------------------
<S> <C> <C>
Cash and cash equivalents $ 1,114,000 $ 1,124,000
Real estate loans
receivable, earning (note 3) 541,000 541,000
Other assets, net 16,000 ---
Due from unconsolidated investee 10,000 7,000
- ------------------------------------------------------------------------------
$ 1,681,000 $ 1,672,000
==============================================================================
LIABILITIES AND PARTNERS' EQUITY
- ------------------------------------------------------------------------------
Accounts payable and
accrued liabilities $ 33,000 $ 12,000
Partners' equity (deficit)
-- 38,729 limited partnership
units outstanding at March 31, 2000
and December 31, 1999
General partners (132,000) (132,000)
Limited partners 1,780,000 1,792,000
- ------------------------------------------------------------------------------
Total partners' equity 1,648,000 1,660,000
Contingencies (note 5)
- ------------------------------------------------------------------------------
$ 1,681,000 $ 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
<TABLE>
For the three months ended March 31, 2000 and 1999
<CAPTION>
2000 1999
(Unaudited) (Unaudited)
- -------------------------------------------------------------------------
<S> <C> <C>
Revenue:
Interest income on loans to nonaffiliates,
including fees $ 11,000 $ 14,000
Interest income on loans to
unconsolidated investee, including fees --- 3,000
Interest on interest-
bearing deposits 12,000 32,000
Other 3,000 ---
- -------------------------------------------------------------------------
Total revenue 26,000 49,000
- -------------------------------------------------------------------------
Expenses:
Expenses associated with non-operating
real estate owned --- 2,000
General and administrative, affiliates 23,000 96,000
General and administrative,
nonaffiliates 15,000 26,000
- ------------------------------------------------------------------------
Total expenses 38,000 124,000
- ------------------------------------------------------------------------
Net loss $ (12,000) $ (75,000)
========================================================================
Net loss per limited
partnership unit - basic and diluted $ (.31) $ (1.94)
========================================================================
</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 three months ended March 31, 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 --- (12,000) (12,000)
- ---------------------------------------------------------------------------
Balance at
March 31, 2000 $ (132,000) $ 1,780,000 $ 1,648,000
==========================================================================
</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 three months ended March 31, 2000 and 1999
<CAPTION>
2000 1999
(Unaudited) (Unaudited)
- -----------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (12,000) $ (75,000)
Adjustments to reconcile net loss
to net cash used in
operating activities:
Changes in assets and liabilities:
Increase in accrued
interest receivable --- (3,000)
Increase in other assets (16,000) (14,000)
Increase in due from affiliates (3,000) ---
Increase (decrease) in accounts
payable and accrued liabilities 21,000 (55,000)
- -----------------------------------------------------------------------
Net cash used in operating
activities (10,000) (147,000)
- -----------------------------------------------------------------------
Cash flows from investing activities:
Principal collected
on loans --- 105,000
Decrease in due
from unconsolidated investee --- (13,000)
- -----------------------------------------------------------------------
Net cash provided by
investing activities --- 92,000
- -----------------------------------------------------------------------
Cash flows from financing activities:
Distribution to limited
partners --- (3,873,000)
- -----------------------------------------------------------------------
Net cash used in
financing activities --- (3,873,000)
- -----------------------------------------------------------------------
Net decrease in cash and
cash equivalents (10,000) (3,928,000)
Beginning cash and
cash equivalents 1,124,000 4,938,000
- -----------------------------------------------------------------------
Ending cash and cash
equivalents $ 1,114,000 $ 1,010,000
=======================================================================
</TABLE>
See accompanying notes to consolidated financial statements
4
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Notes to Consolidated Financial Statements
(Unaudited)
March 31, 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 March 31, 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 three months ended March 31, 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 March 31, 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 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) REAL ESTATE LOANS RECEIVABLE, EARNING
Real estate loans receivable, earning consists of a single note as of March 31,
2000. Since this note matured on April 21, 2000 and the borrower failed to
payoff the note when due, the Partnership has sent a demand letter for payoff to
the borrower. The note is secured by a first trust deed on 157 lots in
Lancaster, California and the Partnership has the right to commence foreclosure
proceedings against these lots if the borrower fails to payoff this note.
Management believes that the value of the lots is sufficient to protect the
Partnership from incurring any loss related to this note.
(4) 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 three months ended
March 31, 2000 or 1999.
(5) 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
6
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.
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 losses and net losses per limited partnership unit of
$(12,000) and $(.31) for the three months ended March 31, 2000 and $(75,000)
and $(1.94) for the three months ended March 31, 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
March 31, 2000, the Partnership held only cash and cash equivalents, a single
note secured by real estate, and $26,000 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 March 31, 2000, the Partnership had $1,114,000 in cash and interest-bearing
deposits. The Partnership had no unfunded loan commitments at March 31, 2000.
During the first quarter of 2000, the Partnership's principal sources of cash
were $23,000 in interest income on interest bearing deposits and notes
receivable. The Partnership's principal uses of cash during the first quarter
of 2000 were approximately $33,000 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 $14,000 during the
quarter ended March 31, 1999 to $11,000 during the quarter ended March 31,
2000. The decrease was attributable to the payoff of one of the Partnership's
loans receivable during the three months ended March 31, 1999.
Interest income on loans to unconsolidated investee, including fees, totaled
$-0- and $3,000 for the three months ended March 31, 2000 and 1999,
respectively. 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 $12,000 and $32,000 for
the three months ended March 31, 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
9
decrease in income on interest-bearing deposits is principally due to
decreased average cash balances for the three months ended March 31, 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 $2,000
for the three months ended March 31, 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 $23,000 and $96,000,
respectively, for the three months ended March 31, 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.
General and administrative expenses, nonaffiliates totaled $15,000 and $26,000
for the three months ended March 31, 2000 and 1999, respectively. These
expenses consist of other costs associated with the administration of the
Partnership. The decrease for 2000 is primarily due to a decrease in
professional fees.
ITEM 7A. 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 March 31, 2000, the Partnership held bank deposits with carrying
values totaling $1,114,000 and fixed rate mortgage notes receivable
with carrying values totaling $541,000. 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 March 31, 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 March
31, 2000. Accordingly, the Partnership is not exposed to any market risk
associated with its liabilities.
10
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
11
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 May 12, 2000
By:/s/Ronald R. White
_________________________________
Ronald R. White
General Partner May 12, 2000
By: CENTENNIAL CORPORATION
General Partner
/s/Joel H. Miner
_________________________________
Joel H. Miner
Chief Financial Officer May 12, 2000
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 1,114
<SECURITIES> 0
<RECEIVABLES> 541
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,681
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,681
<CURRENT-LIABILITIES> 33
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 1,648
<TOTAL-LIABILITY-AND-EQUITY> 1,681
<SALES> 0
<TOTAL-REVENUES> 26
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (12)
<INCOME-TAX> 0
<INCOME-CONTINUING> (12)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (12)
<EPS-BASIC> (.31)
<EPS-DILUTED> (.31)
</TABLE>
