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, 2001
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, 2001 and December 31, 2000
March 31, December 31,
ASSETS 2001 2000
(Unaudited)
- ------------------------------------------------------------------------------
Cash and cash equivalents $ 1,568,000 $ 1,599,000
Other assets 16,000 ---
- ------------------------------------------------------------------------------
$ 1,584,000 $ 1,599,000
==============================================================================
LIABILITIES AND PARTNERS' EQUITY
- ------------------------------------------------------------------------------
Accounts payable and
accrued liabilities $ 8,000 $ 10,000
- ------------------------------------------------------------------------------
Total liabilities 8,000 10,000
- ------------------------------------------------------------------------------
Partners' equity (deficit)
-- 38,729 limited partnership
units outstanding at March 31, 2001
and December 31, 2000
General partners (132,000) (132,000)
Limited partners 1,708,000 1,721,000
- ------------------------------------------------------------------------------
Total partners' equity 1,576,000 1,589,000
Contingencies (note 4)
- ------------------------------------------------------------------------------
$ 1,584,000 $ 1,599,000
==============================================================================
See accompanying notes to consolidated financial statements
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CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Consolidated Statements of Operations
For the three months ended March 31, 2001 and 2000
2001 2000
(Unaudited) (Unaudited)
- -------------------------------------------------------------------------
Revenue:
Interest income on loans to nonaffiliates,
including fees $ --- $ 11,000
Interest on interest-
bearing deposits 20,000 12,000
Other 2,000 3,000
- -------------------------------------------------------------------------
Total revenue 22,000 26,000
- -------------------------------------------------------------------------
Expenses:
General and administrative, affiliates 22,000 23,000
General and administrative,
nonaffiliates 13,000 15,000
- ------------------------------------------------------------------------
Total expenses 35,000 38,000
- ------------------------------------------------------------------------
Net loss $ (13,000) $ (12,000)
========================================================================
Net loss per limited
partnership unit - basic and diluted $ (.34) $ (.31)
========================================================================
See accompanying notes to consolidated financial statements
2
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Consolidated Statement of Partners' Equity
For the three months ended March 31, 2001
Total
General Limited Partners'
Partners Partners Equity
(Unaudited) (Unaudited) (Unaudited)
- ---------------------------------------------------------------------------
Balance at
December 31, 2000 $ (132,000) $ 1,721,000 $ 1,589,000
Net loss --- (13,000) (13,000)
- ---------------------------------------------------------------------------
Balance at
March 31, 2001 $ (132,000) $ 1,708,000 $ 1,576,000
==========================================================================
See accompanying notes to consolidated financial statements
3
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Consolidated Statements of Cash Flows
For the three months ended March 31, 2001 and 2000
2001 2000
(Unaudited) (Unaudited)
- -----------------------------------------------------------------------
Cash flows from operating activities:
Net loss $ (13,000) $ (12,000)
Adjustments to reconcile net loss
to net cash (used in)
operating activities:
Changes in assets and liabilities:
Increase in other assets (16,000) (16,000)
Increase in due from
unconsolidated investee --- (3,000)
Increase (decrease) in accounts
payable and accrued liabilities (2,000) 21,000
- -----------------------------------------------------------------------
Net cash used in operating
activities (31,000) (10,000)
- -----------------------------------------------------------------------
Net decrease in cash and
cash equivalents (31,000) (10,000)
Beginning cash and
cash equivalents 1,599,000 1,124,000
- -----------------------------------------------------------------------
Ending cash and cash
equivalents $ 1,568,000 $ 1,114,000
=======================================================================
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, 2001 and 2000
(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, 2001, all 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, 2001 and 2000 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, 2001 and 2000 is
unaudited and condensed inasmuch as it does not include all related footnote
disclosures.
The 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, 2000 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 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 three months ended
March 31, 2001 or 2000.
(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 was set aside and the plaintiff's
appeal of the set aside ruling was denied by the Court. The Court also ruled
that the prior jury found 0% liability as to the Partnership for non-economic
damages and that the plaintiffs could only proceed to trial against the
Partnership for recovery of economic damages. In December 2000, the Court
ruled that the statute of limitations had passed and the plaintiffs were
barred from continuing the lawsuit. Although this ruling is subject to
appeal, no such appeal has been filed as of the date of this report. 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
6
even if the plaintiff's appeal the court's recent decision and prevail in in
their appeal, 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 pending legal proceedings.
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
$(13,000) and $(.34) for the three months ended March 31, 2001 and $(12,000)
and $(.31) for the three months ended March 31, 2000, 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; success of operating initiatives;
adverse publicity; changes in business strategy; quality of management;
business abilities and judgment of personnel; availability of qualified
personnel; employee benefit costs and changes in, or the failure to comply
with government regulations.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2001, the Partnership had $1,568,000 in cash and interest-bearing
deposits. The Partnership had no unfunded loan commitments at March 31, 2001.
During the first quarter of 2001, the Partnership's principal source of cash
was $20,000 in interest income on interest bearing deposits. The
Partnership's principal uses of cash during the first quarter of 2001 were
approximately $53,000 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.
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
8
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 $11,000 during the
quarter ended March 31, 2000 to $-0- during the quarter ended March 31, 2001.
The decrease was attributable to the payoff of the last remaining Partnership
loans receivable during the three months ended December 31, 2000.
Interest earned on interest-bearing deposits totaled $20,000 and $12,000 for
the three months ended March 31, 2001 and 2000, respectively. Interest on
interest-bearing deposits represents interest earned on Partnership funds
invested, for liquidity, in time certificate and money market deposits. The
increase in income on interest-bearing deposits is due to increased average
cash balances for the three months ended March 31, 2001 and an increase in the
average interest rates earned on deposits. The increase in average cash
balances resulted from the payoff of the last remaining Partnership loans
receivable in October 2000.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses, affiliates totaled $22,000 and $23,000,
respectively, for the three months ended March 31, 2001 and 2000. These
expenses are primarily salary allocation reimbursements paid to affiliates.
General and administrative expenses, nonaffiliates totaled $13,000 and $15,000
for the three months ended March 31, 2001 and 2000, respectively. These
expenses consist of other costs associated with the administration of the
Partnership. The decrease for 2001 is primarily due to a decrease in
professional fees and office expense.
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 March 31, 2001, the Partnership held only cash in
checking accounts of $5,000, fixed rate bank deposits with carrying values
totaling $1,563,000 and $16,000 in other prepaid expenses. The bank deposits
and fixed rate mortgage 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, 2001.
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.
9
The Partnership had no interest bearing indebtedness outstanding as of March
31, 2001. Accordingly, the Partnership is not exposed to any market risk
associated with its liabilities.
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)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
(b) None
10
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 14, 2001
By:/s/Ronald R. White
_________________________________
Ronald R. White
General Partner May 14, 2001
By: CENTENNIAL CORPORATION
General Partner
By:/s/Joel H. Miner
_________________________________
Joel H. Miner
Chief Financial Officer May 14, 2001