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, 1999
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: 0-15448
CENTENNIAL MORTGAGE INCOME FUND II
(Exact name of registrant as specified in its charter)
California 33-0112106
(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 II AND SUBSIDIARIES
A Limited Partnership
Consolidated Balance Sheets
<TABLE>
<CAPTION>
<S> <C> <C>
June 30, December 31,
Assets 1999 1998
(Unaudited)
- -----------------------------------------------------------------
Cash and cash
equivalents $ 1,697,000 $ 1,010,000
Real estate loans
receivable, earning 540,000 581,000
Real estate loans receivable
from unconsolidated investee,
nonearning (note 4) 5,000 17,000
- -----------------------------------------------------------------
Net real estate loans receivable 545,000 598,000
- -----------------------------------------------------------------
Real estate owned, held
for sale (note 3) 3,782,000 4,599,000
Less allowance for possible
losses on real estate owned 1,411,000 1,411,000
- -----------------------------------------------------------------
Net real estate owned 2,371,000 3,188,000
- -----------------------------------------------------------------
See accompanying notes to consolidated financial statements
1
CENTENNIAL MORTGAGE INCOME FUND II AND SUBSIDIARIES
A Limited Partnership
Consolidated Balance Sheets
(Continued)
<CAPTION>
<S> <C> <C>
June 30, December 31,
Assets 1999 1998
(Unaudited)
- -----------------------------------------------------------------
Due from affiliate 2,000 2,000
Other assets, net 27,000 22,000
- -----------------------------------------------------------------
$ 4,642,000 $ 4,820,000
=================================================================
Liabilities and Partners' Equity
- -----------------------------------------------------------------
Note payable $ 233,000 $ 234,000
Accounts payable and
accrued liabilities 22,000 72,000
- -----------------------------------------------------------------
Total liabilities 255,000 306,000
- -----------------------------------------------------------------
Partners' equity (deficit)
-- 29,141 limited partnership
units outstanding at
June 30, 1999 and
December 31, 1998
General partners (56,000) (56,000)
Limited partners 4,443,000 4,570,000
- -----------------------------------------------------------------
Total partners' equity 4,387,000 4,514,000
Contingencies (note 5)
- -----------------------------------------------------------------
$ 4,642,000 $ 4,820,000
=================================================================
</TABLE>
See accompanying notes to consolidated financial statements
2
CENTENNIAL MORTGAGE INCOME FUND II AND SUBSIDIARIES
A Limited Partnership
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Six Months Three Months
Ended June 30, Ended June 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------
Revenue:
Interest income
on loans to
nonaffiliates,
including fees $ 24,000 $ 3,000 $ 12,000 $ ---
Interest on
interest-bearing
deposits 17,000 5,000 8,000 3,000
Income from
operations of
real estate owned 92,000 76,000 48,000 38,000
Gain on sale of
real estate
owned --- 192,000 --- 192,000
Other income 6,000 7,000 2,000 5,000
- -----------------------------------------------------------------
Total revenue 139,000 283,000 70,000 238,000
Expenses:
Share of losses in
unconsolidated
investee --- 75,000 --- 21,000
Operating expenses
from operations
of real
estate owned 43,000 34,000 23,000 15,000
Operating expenses
from operations
of real estate
owned paid
to affiliates 6,000 6,000 3,000 3,000
See accompanying notes to consolidated financial statements
3
CENTENNIAL MORTGAGE INCOME FUND II AND SUBSIDIARIES
A Limited Partnership
Consolidated Statements of Operations
(Unaudited)
(Continued)
<CAPTION>
Six Months Three Months
Ended June 30, Ended June 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------
Expenses
associated with
non-operating
real estate owned 25,000 189,000 12,000 64,000
Depreciation and
amortization
expense 2,000 2,000 1,000 1,000
Interest expense 10,000 6,000 5,000 4,000
General and
administrative,
affiliates 137,000 124,000 26,000 79,000
General and
administrative,
nonaffiliates 43,000 29,000 18,000 15,000
- -----------------------------------------------------------------
Total expenses 266,000 465,000 88,000 202,000
- -----------------------------------------------------------------
Net income
(loss) $ (127,000) $ (182,000) $ (18,000) $ 36,000
=================================================================
Net income (loss)
per limited
partnership
unit $ (4.36) $ (6.25) $ (.62) $ 1.24
=================================================================
</TABLE>
See accompanying notes to consolidated financial statements
4
CENTENNIAL MORTGAGE INCOME FUND II AND SUBSIDIARIES
A Limited Partnership
Consolidated Statement of Partners' Equity
(Unaudited)
<TABLE>
<CAPTION>
For the six months ended June 30, 1999
<S> <C> <C> <C>
Total
General Limited Partners'
Partners Partners Equity
- -----------------------------------------------------------------
Balance (deficit) at
December 31, 1998 $ (56,000) $ 4,570,000 $ 4,514,000
Net loss --- (127,000) (127,000)
- -----------------------------------------------------------------
Balance (deficit) at
June 30, 1999 $ (56,000) $ 4,443,000 $ 4,387,000
=================================================================
</TABLE>
See accompanying notes to consolidated financial statements
5
CENTENNIAL MORTGAGE INCOME FUND II AND SUBSIDIARIES
A Limited Partnership
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
For the six months ended June 30, 1999 and 1998
<S> <C> <C>
1999 1998
- -----------------------------------------------------------------
Cash flows from
operating activities:
Net loss $ (127,000) $ (182,000)
Adjustments to reconcile net
loss to net cash used in
operating activities:
Gain on sale of
real estate owned --- (192,000)
Depreciation expense 2,000 2,000
Equity in losses of
unconsolidated investee --- 75,000
Changes in assets
and liabilities:
Increase in other assets (7,000) (34,000)
Decrease in due
from affiliates --- 1,000
Increase (decrease) in
accounts payable and
accrued liabilities (50,000) 28,000
Increase (decrease) in
interest and taxes payable
on real estate owned --- (484,000)
- -----------------------------------------------------------------
Net cash used in
operating activities (182,000) (786,000)
- -----------------------------------------------------------------
Cash flows from
investing activities:
Principal collected on loans 62,000 200,000
Advances on loans made
to unconsolidated
investee (note 5) (9,000) (282,000)
See accompanying notes to consolidated financial statements
6
CENTENNIAL MORTGAGE INCOME FUND II AND SUBSIDIARIES
A Limited Partnership
Consolidated Statements of Cash Flows
(Unaudited)
(Continued)
<CAPTION>
For the six months ended June 30, 1999 and 1998
<S> <C> <C>
1998 1997
- -----------------------------------------------------------------
Additions to real
estate owned (25,000) (35,000)
Proceeds from sale of
real estate owned 842,000 4,823,000
- -----------------------------------------------------------------
Net cash provided by
investing activities 870,000 4,706,000
- -----------------------------------------------------------------
Cash flows from
financing activities:
Principal payments on
notes payable (1,000) (97,000)
Advances on
notes payable --- 235,000
- -----------------------------------------------------------------
Net cash provided by (used in)
financing activities (1,000) 138,000
- -----------------------------------------------------------------
Net increase in
cash and cash equivalents 687,000 4,058,000
Beginning cash and
cash equivalents 1,010,000 195,000
- -----------------------------------------------------------------
Ending cash and cash
equivalents $ 1,697,000 $4,253,000
=================================================================
Supplemental schedule of
cash flow information:
Cash paid during the
six month period for:
Interest $ 10,000 $ 5,000
</TABLE>
See accompanying notes to consolidated financial statements
7
CENTENNIAL MORTGAGE INCOME FUND II AND SUBSIDIARIES
A Limited Partnership
Notes to Consolidated Financial Statements
(Unaudited)
June 30, 1999 and 1998
(1) BUSINESS
Centennial Mortgage Income Fund II (the "Partnership") was formed
in 1985 and 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, 1999, most of the Partnership's loans have been
repaid or charged off. However, during the early 1990's, real
estate market values for undeveloped land in California declined
severely. As the loans secured by undeveloped land became
delinquent, 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 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, 1999 and 1998
are not necessarily indicative of results which may be expected
8
for any other interim period, or for the year as a whole.
Information pertaining to the six and three months ended June 30,
1999 and 1998 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, 1998 on file with the Securities and
Exchange Commission, provide additional disclosures and a further
description of accounting policies.
Financial Information about Industry Segments
The Partnership adopted Statement of Financial Accounting
Standards No. 131, "Disclosures About Segments of an Enterprise
and Related Information" ("SFAS 131"). 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. The adoption of SFAS 131 did not
have an impact on the Partnership's financial reporting.
Net Loss per Limited Partnership Unit
Net loss per limited partnership unit was based on the weighted
average number of limited partnership units outstanding of 29,141
for all periods presented.
<TABLE>
(3) REAL ESTATE OWNED
<CAPTION>
Real estate owned consists of the following:
(dollars in thousands)
<S> <C> <C>
June 30, December 31,
1999 1998
- -----------------------------------------------------------------
1. Office building in
San Bernardino, CA $ 939 $ 914
2. Land in Sacramento, CA 2,843 3,685
- -----------------------------------------------------------------
Total real estate owned $ 3,782 $ 4,599
=================================================================
</TABLE>
9
(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 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, 1999 or 1998.
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,
("CMIF"), an affiliate. LCR invested in a joint venture,
Silverwood Homes ("Silverwood") which has constructed homes in
Lancaster, California. 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. During 1998, the
Partnership charged off the remaining balances of all but one of
these loans against the cumulative LCR losses that it had
recorded.
At June 30, 1999, the Partnership had a 50 percent participation
in a single loan from Silverwood which is now unsecured. The
Partnership's disbursed balance of this loan at June 30, 1999 is
$10,000 and the Partnership had applied $5,000, the balance of
cumulative losses from unconsolidated investee against the
carrying value of the note as of the same date.
The consolidated balance sheets and statements of operations of
LCR have not been consolidated in the Partnership's financial
statements. The Partnership accounts for its investment in this
10
corporation using the equity method. The following represents
condensed financial information for LCR Development, Inc. at June
30, 1999 and December 31, 1998 and for the six months ended June
30, 1999 and 1998:
LCR Development, Inc.
Consolidated Balance Sheet
<TABLE>
<CAPTION>
<S> <C> <C>
June 30, December 31,
1999 1998
Assets (Unaudited)
- -----------------------------------------------------------------
Cash $ 10,000 $ 11,000
Restricted cash 10,000 20,000
Real estate owned, --- 119,000
Less allowance for losses
on real estate investment --- 17,000
- -----------------------------------------------------------------
Net real estate owned --- 102,000
- -----------------------------------------------------------------
$ 20,000 $ 133,000
=================================================================
Liabilities and Stockholders' Deficit
- -----------------------------------------------------------------
Notes payable to affiliates
CMIF $ 2,782,000 $ 2,882,000
CMIF II 1,537,000 1,549,000
- -----------------------------------------------------------------
Total notes payable 4,319,000 4,431,000
Accounts payable
and accrued liabilities 6,000 12,000
Interest and taxes payable
on real property 2,036,000 1,837,000
Payable to affiliates 9,000 5,000
- -----------------------------------------------------------------
Total liabilities 6,370,000 6,285,000
Stockholders' deficit (6,350,000) (6,152,000)
- -----------------------------------------------------------------
$ 20,000 $ 133,000
=================================================================
</TABLE>
11
LCR Development, Inc.
Consolidated Statement of Operations
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
Six months Six months
ended ended
June 30, 1999 June 30, 1998
- -----------------------------------------------------------------
Housing sales $ 123,000 $ 515,000
Cost of housing sales 118,000 481,000
Provision for losses --- 178,000
Selling and marketing expenses 1,000 47,000
General and administrative expenses --- 19,000
- -----------------------------------------------------------------
Operating income (loss) 4,000 (209,000)
Interest expense 201,000 206,000
- -----------------------------------------------------------------
Net loss before income taxes (197,000) (415,000)
Income taxes 1,000 1,000
- -----------------------------------------------------------------
Net (loss) (198,000) (416,000)
=================================================================
Interest not included
in share of losses (198,000) (265,000)
- -----------------------------------------------------------------
Allocable net loss $ --- $ (151,000)
=================================================================
Share of loss recorded $ --- $ (75,000)
=================================================================
</TABLE>
(5) CONTINGENCIES
There are no material pending legal proceedings.
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
GENERAL
References to the "Partnership" in the following discussion
refers to Centennial Mortgage Income Fund II and its wholly-owned
subsidiaries.
The Partnership had net losses and losses per limited partnership
unit of $(127,000) and $(4.36) and $(182,000) and $(6.25) for the
six months ended June 30, 1999 and 1998, 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, 1999, the Partnership held only cash, two
notes secured by real estate, and two properties. Management
anticipates that the Partnership will hold a lesser number of
13
assets by January 1, 2000. Management does not believe that the
value of any of these assets is subject to valuation risk as a
result of the year 2000 issues, other than general economic
climate issues that might arise. None of the Partnership's
assets have any equipment with computerized components essential
to their operation.
Although the Partnership has made some changes already to its
software, all of these changes have not been tested. The
Partnership has begun testing changes made to its existing
software and intends to continue such testing over the next few
months. The Partnership has not, and does not contemplate
spending any significant amount of funds to upgrade its computer
systems inasmuch as virtually all of its computer needs could
easily be met with existing "over the counter" software and
hardware. The cost of this software and hardware, if needed,
should not exceed $10,000. The only exception to this is the
computer software which the Partnership uses to track its limited
partners and their addresses. The Partnership has made a
preliminary evaluation of this software with its outside software
consultant and believes that it can be modified for less than
$10,000. Even if attempts to correct deficiencies in the
software without spending significant sums are not successful,
the Partnership anticipates that it could convert its systems to
standard spreadsheet or data base programs at a nominal cost.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1999, the Partnership had $1,697,000 in unrestricted
cash and interest-bearing deposits. The Partnership had no
unfunded loan commitments at June 30, 1999. Sources of funds are
expected to be from the sale of real estate owned and the payoff
or paydown of notes receivable. Future operations of real estate
owned are not expected to be a significant source of funds.
During June 1999, the Partnership received $842,000 in net cash
proceeds from the sale of a portion of the 45 acres in
Sacramento. The Partnership also received paydowns on loans
totaling $62,000 during the six months ended June 30, 1999.
As of June 30, 1999, the Partnership has entered into a purchase
and sale agreement to sell the balance of the 45 acres in
Sacramento which had an aggregate book value after allowance for
losses of approximately $1,693,000 as of that same date. The
Partnership has also entered into a purchase and sale agreement
to sell the office building in San Bernardino which had an
aggregate book value after allowance for losses of approximately
$678,000. Management currently estimates that the net sale
proceeds from these transactions, if consummated, would be
14
approximately $100,000 greater than the net book value after
allowances for losses. Both agreements provide for contingency
periods which have not expired and which would allow the buyer to
terminate the agreement if their due diligence reveals any facts
which they deem unacceptable. These sales are subject to these
and numerous other uncertainties and there can be no assurance
that either of these transactions will be consummated.
The Partnership's notes payable commitments for the next year
consist of interest and principal payments due of approximately
$22,000 payable during the next twelve months. In addition to
the note payable commitments, the Partnership's principal capital
requirements include: (i) real property taxes on real estate
owned of approximately $35,000 payable during the next twelve
months, and (ii) selling, general and administrative costs. These
commitments are expected to be paid from existing cash balances.
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.
Through the latter part of 1997, 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 owned balances, these potential operating
costs were considered to be very significant. As a result of the
substantial decrease in real estate owned which occurred during
1998, the general partners determined that the Partnership could
make a $3,496,000 distribution to its limited partners in October
1998. It is possible, if the transactions discussed above are
consummated, that the Partnership could make another distribution
to limited partners prior to the end of 1999.
The general partners have had discussions with legal counsel
regarding the amount of cash reserves 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
15
$1,000,000 in cash reserves to be available to defend the
Partnership in any future litigation which may arise. It is
expected that these reserves 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, including fees was
$24,000 and $12,000 for the six and three months ended June 30,
1999, respectively. Interest income on loans to nonaffiliates,
including fees was $3,000 and $-0- for the six and three months
ended June 30, 1998, respectively. The increase can be
attributed to an increase in the average balances of these loans
in the latter part of 1998 which resulted from the sale of
property. These increased receivable balances continued into the
first six months of 1999.
Interest on interest-bearing deposits totaled $17,000 and $8,000
for the six and three months ended June 30, 1999, respectively.
Interest on interest-bearing deposits totaled $5,000 and $3,000
for the six and three months ended June 30, 1998, 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 1999 is primarily
attributable to an increase in the average balance of cash and
cash equivalents.
The following sections entitled Nonaccrual Loans and Real Estate
Owned provide a detailed analysis of these assets.
NONACCRUAL LOANS AND REAL ESTATE OWNED
The Partnership holds an investment in LCR and accounts for its
investment in LCR using the equity method. LCR has invested in a
joint venture, Silverwood which has constructed homes. The
Partnership made a series of loans to LCR and Silverwood from
1994 to 1997. The Partnership treated these loans as a component
of its investment in LCR and reduced the carrying value of the
loans by its share of losses recorded by LCR.
All of the loans to LCR and Silverwood were on nonaccrual status
during all of 1998 and in the first quarter of 1999. The
Partnership's share of the outstanding balances of loans to LCR
and Silverwood as of June 30, 1999 was $1,537,000. All of these
loans have become unsecured as a result of the Partnership
16
releasing its liens in exchange for principal reductions. The
Partnership charged off all but one of these loans during the
fourth quarter of 1998 against its previously recorded share of
losses incurred by LCR. The Partnership's share of the remaining
loan was $10,000 as of June 30, 1999 and the Partnership had
reduced its carrying value of this loan by $5,000 which
represents the remaining portion of its share of losses incurred
by LCR.
REAL ESTATE OWNED
A description of the Partnership's principal real estate owned
follows:
Office Building in San Bernardino, California
The Partnership funded a loan during January 1988 with an
original committed amount of $921,000 which was secured by a
second trust deed on an office building comprised of 15,984
square feet of rentable space located in San Bernardino,
California. The loan was provided as gap financing behind a
first deed of trust in the amount of $350,000 to another
financial institution. The borrower was unable to payoff the
loan at maturity and the Partnership foreclosed on April 20,
1993. The project was 83 percent leased as of December 31, 1998
and 87 percent leased as of June 30, 1999, however, a number of
leases expire in 1999 and occupancy levels could decline as a
result. The property generated net operating income of $43,000
and $36,000 during the six months ended June 30, 1999 and 1998,
respectively. The property has been marketed for sale and
management has seen an increase in interest in the property as a
result of the installation of an elevator. The carrying value
before allowance for possible losses at June 30, 1999 was
$939,000. The Partnership has recorded a $261,000 allowance for
losses related to this property as of June 30, 1999. As of June
30, 1999, the property was encumbered by a note secured by a
first trust deed of $233,000 which matures June 1, 2008. The
Partnership has entered into a purchase and sale agreement to
sell this property. The agreement provides for a contingency
period which has not expired and which would allow the buyer to
terminate the agreement if their due diligence reveals any facts
which they deem unacceptable. The sale is subject to this and
numerous other uncertainties and there can be no assurance that
this transaction will be consummated.
45 Acres in Sacramento, California
17
The Partnership funded a loan in 1987 with a committed amount of
$4,000,000 secured by a first trust deed on 44.52 acres in
Sacramento, California. The loan was provided for the
development of offsite improvements. The maturity date was
February 1, 1991. The borrower was unable to obtain construction
financing and bring interest current. The Partnership accepted a
grant deed on the property on March 10, 1992. The property is
zoned for multi-family and light industrial use. A portion of
the property is adjacent to Highway 99 and has good freeway
visibility. The Partnership rezoned and subdivided a portion of
the property to facilitate one escrow on a 6.5 acre portion of
the property without freeway visibility. This transaction closed
escrow during the fourth quarter of 1997. During the first
quarter of 1999, the Partnership opened escrow on a 9.45 acre
portion of the property which also did not have freeway
visibility for a purchase price of $900,000. The escrow closed
in June 1999 and the Partnership received approximately $842,000
in net cash proceeds from the sale. The sale did not result in
any gain or loss. Both the sold parcels are zoned for
residential use. The balance of the property is zoned for
industrial/commercial use. There has been only limited
industrial/commercial use development activity in the area
surrounding this property during the past couple of years. In
light of this limited activity and management's objective of
liquidating the Partnership's remaining assets as soon as
practical, management determined that it might elect to sell this
property at prices below its March 31, 1998 appraised value.
Accordingly, the Partnership recorded an additional $504,000
provision for losses against the carrying value of this property
during 1998. At June 30, 1999, the carrying value before
allowance for possible losses was $2,843,000. The Partnership
had recorded a $1,150,000 allowance for losses related to this
property as of June 30, 1999 and December 31, 1998. The
Partnership has entered into a purchase and sale agreement to
sell this property. The agreement provides for a contingency
period which has not expired and which would allow the buyer to
terminate the agreement if their due diligence reveals any facts
which they deem unacceptable. The sale is subject to this and
numerous other uncertainties and there can be no assurance that
this transaction will be consummated.
Proposed Marina and Condominiums in Redwood City, California
On April 7, 1989, the Partnership foreclosed on a land loan
located in Redwood City, California with an original committed
amount of $3,487,000. The purpose of the loan was to acquire the
land and provide for the planning of a 122-slip marina plus an
office building and restaurant. The original maturity date of
18
October 21, 1986 was extended to March 1, 1987. In March 1987,
the borrower filed bankruptcy. The property had been in escrow
since 1996 for a purchase price of $4,000,000. Due to some
pending costs to resolve access issues, the price was reduced to
$3,900,000. It closed escrow June 12, 1998 and the Partnership
received net proceeds from the sale of $3,699,000. The
Partnership recorded a $71,000 gain on sale on this transaction.
10.66 Acres in Roseville, California
The Partnership funded a loan in 1990 with an original commitment
of $2,779,000 secured by a second deed of trust on 982 acres in
Roseville, California. The borrower failed to make the required
yearly principal payment to the first and second trust deed
holders. The first trust deed holder filed a notice of default
for nonpayment. Management negotiated a settlement agreement to
accept a 10.66 acre commercial site as payment in full for the
$2,779,000 note. The property had been in escrow for an all cash
purchase price of $1,200,000 and closed escrow June 30, 1998 with
the Partnership receiving net proceeds of $1,124,000. The
Partnership recorded a $121,000 gain on sale on this transaction.
INCOME FROM OPERATIONS OF REAL ESTATE OWNED
Income from operations of real estate owned totaled $92,000 and
$48,000 for the six and three months ended June 30, 1999,
respectively. Income from operations of real estate owned
totaled $76,000 and $38,000 for the six and three months ended
June 30, 1998, respectively. The 1999 and 1998 revenues are from
the office building in San Bernardino. The increase during 1999
resulted from increased occupancy levels. Rental rates remained
relatively flat.
PROVISION FOR POSSIBLE LOSSES
There was no provision for possible losses for the six months
ended June 30, 1999 or 1998. The provision for possible losses
results from the change in the allowance for possible losses on
real estate owned net of chargeoffs, if any. Management believes
that the allowance for possible losses at June 30, 1999 is
adequate to absorb the known and inherent risk in the
Partnership's loan and real estate owned portfolio.
SHARE OF LOSSES IN UNCONSOLIDATED INVESTEE
The Partnership has invested in a corporation in which it has
less than a majority ownership and accounts for this investment
19
using the equity method. The Partnership's share of losses in
this unconsolidated investee was $75,000 and $21,000 for the six
and three months ended June 30, 1998, respectively. There were
no losses recorded during the six months ended June 30, 1999.
The 1998 share of losses consists primarily of provisions for
losses on real estate investments related to the 179 lots in
Lancaster owned by LCR. By the end of 1998, LCR had liquidated
most of its assets and as a result, virtually no gain or loss was
recorded by LCR during the six months ended June 30, 1999 other
than interest accruing as payable to the Partnership and CMIF, an
affiliate. Since the Partnership did not accrue this interest as
income, it did not record its share of the loss resulting from
this interest expense recorded by LCR.
OTHER EXPENSES
Operating expenses from operations of real estate owned were
$43,000 and $23,000 for the six and three months ended June 30,
1999, respectively. Operating expenses from operations of real
estate owned were $34,000 and $15,000 for the six and three
months ended June 30, 1998, respectively. These expenses were
associated with the office building in San Bernardino. The
increase for the three and six month periods in 1999 are
primarily attributable to several air conditioning units being
replaced and an increase in property tax expense. The 1998
property tax expense included a retroactive credit due to an
assessment value appeal previously filed by the Partnership.
Operating expenses from operations of real estate owned paid to
affiliates were $6,000 for both the six months ended June 30,
1999 and 1998. The operating expenses consist of property
management fees paid to an affiliate.
Expenses associated with non-operating real estate owned were
$25,000 and $12,000 for the six and three months ended June 30,
1999, respectively. Expenses associated with non-operating real
estate owned were $189,000 and $64,000 for the six and three
months ended June 30, 1998, respectively. The expenses relate to
the proposed marina and condominiums in Redwood City, the 45
acres in Sacramento, and the 10.66 acres in Roseville. The
decrease for the six and three months ended June 30, 1999 is
primarily due to sale of the proposed marina and condominiums and
the 10.66 acres in Roseville during the second quarter of 1998.
Depreciation and amortization expense was $2,000 for both the six
months ended June 30, 1999 and 1998.
Interest expense was $10,000 and $5,000 for the six and three
20
months ended June 30, 1999, respectively. Interest expense was
$6,000 and $4,000 for the six and three months ended June 30,
1998, respectively. The interest expense relates to the office
building in San Bernardino. The increase for 1999 is due to the
refinance of the note secured by the office building in San
Bernardino during 1998 and the resulting increase in principal
outstanding on the new note.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses, affiliates totaled $137,000
and $26,000 for the six and three months ended June 30, 1999,
respectively. General and administrative expenses, affiliates
totaled $124,000 and $79,000 for the six and three months ended
June 30, 1998, respectively. General and administrative expenses,
affiliates totaled $111,000 and $45,000 for the three months
ended March 31, 1999 and 1998, respectively. These expenses are
primarily salary allocation reimbursements paid to affiliates.
There was a significant increase in these expenses during the
first quarter of 1999 due to several factors discussed below that
were associated with the termination of five employment contracts
effective March 31, 1999. As a result of the termination of the
contracts and the reduction of employees which occurred on April
1, 1999, these expenses decreased significantly during the three
months ended June 30, 1999 when compared with either the three
months ended June 30, 1998 or the three months ended March 31,
1999.
CC, the corporate general partner, entered into twelve month
employment contracts with six employees on Apri1 1, 1998. These
contracts were guaranteed by the Partnership. At that time, CC
had no significant operations other than the management of the
operations of the Partnership and several other affiliated
partnerships. These affiliated partnerships were also in the
process of liquidating. After several CC employees resigned, the
General Partners concluded that it was in the best interest of
the Partnership to enter into contracts to provide the remaining
employees an incentive to continue working for CC until such time
as the majority of the Partnership's remaining assets could be
liquidated. The employment contracts provided for a ten percent
increase in base compensation and six months of severance pay if
the employees remained employed by the general partner until the
end of their contract term. All of the employees remained until
the end of their contract terms. Effective March 31, 1999, CC
reduced its employees to one full time and two part time
employees. The Partnership's non cash assets decreased from
$8,879,000 as of March 31, 1998 to $3,851,000 as of March 31,
1999.
21
Approximately $29,000 of the increase in salary allocations
during the quarter ended March 31, 1999 were the result of
severance and vacation pay paid to the terminated employees. The
increase in base pay accounted for an additional $5,000 of the
increase. Approximately $10,000 of the increase was associated
with an increase in the percentage of salaries allocated to the
Partnership as a result of its increased share of assets being
managed by CC.
General and administrative expenses, nonaffiliates totaled
$43,000 and $18,000 for the six and three months ended June 30,
1999, respectively. General and administrative expenses,
nonaffiliates totaled $34,000 and $15,000 for the six and three
months ended June 30, 1998, respectively. These expenses consist
of other costs associated with the administration of the
Partnership and real estate owned. The increase in 1999 is
principally to an increase in printing costs associated with
mailings to investors and an increase in audit 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, notes
receivable, and real estate owned.
As of June 30, 1999, the Partnership held fixed rate bank
deposits with carrying values totaling $1,697,000, two fixed rate
mortgage notes receivable with a combined carrying value totaling
$545,000, and two real estate projects which had a net carrying
value of $2,371,000. The bank deposits all had maturities of
less than ninety days. The last fixed rate mortgage note matures
in July 2000 and bears interest at 8 percent per annum. The real
estate projects are both in escrow to be sold. The estimated
fair value of all of these assets was estimated to be equal to
their carrying values as of June 30, 1999. Increasing interest
rates could have an adverse effect on the fair value of the
Partnership's fixed rate note receivable and/or the value of the
underlying real estate collateral which secure the Partnership's
note 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
22
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's only interest bearing liability is a single
fixed interest rate note payable with an outstanding principal
balance of $233,000 as of June 30, 1999. The note bears at 8.6%
and matures in June 2008. The Partnership currently intends to
sell the property secured by this note prior to the note's
maturity. Accordingly, the Partnership is not exposed to any
market risk associated with its liabilities.
23
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
24
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 II AND SUBSIDIARIES
A California Limited Partnership
By:/s/Ronald R. White
_________________________________
Ronald R. White
General Partner August 14, 1999
By: CENTENNIAL CORPORATION
General Partner
/s/Joel H. Miner
_________________________________
Joel H. Miner
Chief Financial Officer August 14, 1999
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