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 September 30, 1996
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
(Unaudited)
September 30, December 31,
Assets 1996 1995
- -----------------------------------------------------------------
Cash and cash
equivalents $ 1,959,000 $ 2,947,000
Short-term investments --- 103,000
Real estate loans
receivable, earning 705,000 714,000
Real estate loans
receivable, nonearning 1,065,000 1,368,000
Real estate loans receivable
from unconsolidated investees,
earning (note 4) --- 667,000
Real estate loans receivable
from unconsolidated investees,
nonearning (notes 2 and 4) 2,885,000 2,044,000
- -----------------------------------------------------------------
4,655,000 4,793,000
Less allowance for possible
loan losses 1,157,000 957,000
- -----------------------------------------------------------------
Net real estate loans receivable 3,498,000 3,836,000
Real estate owned, net, held
for sale, (note 3) 10,003,000 10,799,000
Real estate owned, insubstance
foreclosed (note 3) 1,310,000 1,550,000
- -----------------------------------------------------------------
11,313,000 12,349,000
See accompanying notes to consolidated financial statements
1
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Consolidated Balance Sheets
(Unaudited)
(Continued)
September 30, December 31,
Assets 1996 1995
- -----------------------------------------------------------------
Less allowance for possible
losses on real estate
owned 4,086,000 4,523,000
- -----------------------------------------------------------------
Net real estate owned 7,227,000 7,826,000
Accrued interest receivable 4,000 18,000
Other assets 84,000 112,000
- -----------------------------------------------------------------
$ 12,772,000 $ 14,842,000
=================================================================
Liabilities and Partners' Equity
- -----------------------------------------------------------------
Notes payable (note 5) 3,355,000 4,010,000
Notes payable to affiliates (note 4) 65,000 90,000
Accounts payable and
accrued liabilities 23,000 51,000
Interest and property taxes
payable on real estate owned 51,000 11,000
Interest payable to affiliates on
notes secured by real estate 207,000 171,000
Payable to affiliates (note 4) 1,000 4,000
Deferred profit on
equity participation 289,000 559,000
- -----------------------------------------------------------------
Total liabilities 3,991,000 4,896,000
See accompanying notes to consolidated financial statements
2
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Consolidated Balance Sheets
(Unaudited)
(Continued)
September 30, December 31,
1996 1995
- -----------------------------------------------------------------
Partners' equity (deficit)
-- 38,729 limited partnership
units outstanding as of
September 30, 1996 and
December 31, 1995
General partners (525,000) (525,000)
Limited partners 9,306,000 10,471,000
- -----------------------------------------------------------------
Total partners' equity 8,781,000 9,946,000
Contingencies (note 6)
- -----------------------------------------------------------------
$ 12,772,000 $ 14,842,000
=================================================================
See accompanying notes to consolidated financial statements
3
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Consolidated Statements of Operations
(Unaudited)
Nine Months Three Months
Ended September 30, Ended September
30,
1996 1995 1996
1995
- --------------------------------------------------------------------------------
- ----------
Revenue:
Interest income
on loans to
nonaffiliates,
including fees $ 76,000 $ 64,000 $ 29,000 $
19,000
Interest income
on loans to
unconsolidated
investees,
including fees 100,000 26,000 39,000
26,000
Interest-bearing
deposits 71,000 76,000 23,000
28,000
Income from operations of
real estate owned 584,000 625,000 190,000
187,000
Gain on sale
of property 40,000 113,000 ---
1,000
- --------------------------------------------------------------------------------
- ----------
Total revenue 871,000 904,000 281,000
261,000
See accompanying notes to consolidated financial statements
4
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Consolidated Statements of Operations
(Unaudited)
(Continued)
Nine Months Three Months
Ended September 30, Ended September
30,
1996 1995 1996
1995
- --------------------------------------------------------------------------------
- ----------
Expenses:
Provision for
possible losses 200,000 716,000 200,000
- ---Share of provision
for losses
recorded by
unconsolidated
investees 515,000 399,000 165,000
252,000
Share of other losses
recorded by
unconsolidated
investees 341,000 73,000 104,000
(90,000)
Operating expenses
from operations
of real estate owned 201,000 196,000 59,000
70,000
Operating expenses
from operations
of real estate
owned paid to
affiliates 43,000 41,000 14,000
13,000
See accompanying notes to consolidated financial statements
5
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Consolidated Statements of Operations
(Unaudited)
(Continued)
Nine Months Three
Months
Ended September 30, Ended
September 30,
1996 1995 1996
1995
- --------------------------------------------------------------------------------
- ----------
Expenses
associated with
non-operating
real estate
owned 182,000 176,000 49,000
53,000
Depreciation and
amortization
expense 14,000 87,000 7,000
29,000
Interest expense 357,000 360,000 122,000
89,000
General and
administrative,
affiliates 170,000 126,000 50,000
45,000
General and
administrative,
nonaffiliates 76,000 64,000 21,000
19,000
Mortgage
investment
servicing fees
paid to affiliates 3,000 37,000 1,000
12,000
- --------------------------------------------------------------------------------
- ----------
See accompanying notes to consolidated financial statements
6
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Consolidated Statements of Operations
(Unaudited)
(Continued)
Nine Months Three Months
Ended September 30, Ended September
30,
1996 1995 1996
1995
- --------------------------------------------------------------------------------
- ----------
Total expenses 2,102,000 2,275,000 792,000
492,000
- --------------------------------------------------------------------------------
- ----------
Net loss before
minority interest (1,231,000) (1,371,000) (511,000)
(231,000)
- --------------------------------------------------------------------------------
- ----------
Minority interest
share of losses 66,000 146,000 22,000
20,000
- --------------------------------------------------------------------------------
- ----------
Net loss $ (1,165,000) $ (1,225,000) $ (489,000) $
(211,000)
================================================================================
==========
Net loss per
limited
partnership
unit $ (30.08) $ (31.63) $ (12.63) $
(5.45)
================================================================================
==========
See accompanying notes to consolidated financial statements
7
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Consolidated Statement of Partners' Equity
(Unaudited)
For the nine months ended September 30, 1996
Total
General Limited Partners'
Partners Partners Equity
- -----------------------------------------------------------------
Balance at
December 31, 1995 $ (525,000) $ 10,471,000 $ 9,946,000
Net loss --- (1,165,000) (1,165,000)
- -----------------------------------------------------------------
Balance at
September 30, 1996 $ (525,000) $ 9,306,000 $ 8,781,000
=================================================================
See accompanying notes to consolidated financial statements
8
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Consolidated Statements of Cash Flows
(Unaudited)
For the nine months ended September 30, 1996 and 1995
1996 1995
- -----------------------------------------------------------------
Cash flows from
operating activities:
Net loss $(1,165,000) $(1,225,000)
Adjustments to reconcile
net loss to cash used
in operating activities:
Provision for
possible losses 200,000 716,000
Interest accrued
to principal on
loans receivable (100,000) (6,000)
Depreciation and
amortization expense 14,000 87,000
Minority interest
share of losses (66,000) (96,000)
Gain on sale of
real estate owned (40,000) (113,000)
Equity in losses of
unconsolidated investees 856,000 472,000
Changes in assets
and liabilities:
Decrease in accrued
interest receivable 14,000 19,000
(Increase) decrease
in other assets 19,000 (25,000)
Decrease in accounts
payable and accrued
liabilities (28,000) ---
Increase in interest
and property taxes
payable on real
estate owned 55,000 53,000
See accompanying notes to consolidated financial statements
9
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Consolidated Statements of Cash Flows
(Unaudited)
(Continued)
For the nine months ended September 30, 1996 and 1995
1996 1995
- -----------------------------------------------------------------
Increase (decrease)
in interest payable
to affiliates on
notes secured by
real estate $ 36,000 $ (23,000)
Decrease in payable
to affiliates (3,000) (6,000)
- -----------------------------------------------------------------
Net cash used in
operating
activities (208,000) (147,000)
- -----------------------------------------------------------------
Cash flows from
investing activities:
Principal collected
on loans 157,000 22,000
Advances on loans
made to customers --- (3,000)
Advances on loans made
to unconsolidated
investees (note 4) (1,045,000) (335,000)
Proceeds from sale of
real estate owned 190,000 1,015,000
Disbursements on
real estate owned (221,000) (16,000)
Decrease in short-term
investments 103,000 ---
- -----------------------------------------------------------------
Net cash provided by
(used in) investing
activities (816,000) 683,000
- -----------------------------------------------------------------
See accompanying notes to consolidated financial statements
10
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Consolidated Statements of Cash Flows
(Unaudited)
(Continued)
For the nine months ended September 30, 1996 and 1995
1996 1995
- -----------------------------------------------------------------
Cash flows from
financing activities:
Principal payments on
notes payable $ (5,000) $ (9,000)
Advances on notes payable
to affiliates 41,000 46,000
- -----------------------------------------------------------------
Net cash provided by
financing activities 36,000 37,000
- -----------------------------------------------------------------
Net increase
(decrease) in cash (988,000) 573,000
Beginning cash and
cash equivalents 2,947,000 2,267,000
- -----------------------------------------------------------------
Ending cash and cash
equivalents $ 1,959,000 $ 2,840,000
=================================================================
Supplemental schedule of
cash flow information:
Cash paid during the
nine months for:
Interest $ 230,000 $ 292,000
Supplemental schedule of
noncash investing and
financing activities:
Decrease in real estate
owned resulting from
foreclosure $ 1,029,000 $ ---
See accompanying notes to consolidated financial statements
11
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Consolidated Statements of Cash Flows
(Unaudited)
(Continued)
For the nine months ended September 30, 1996 and 1995
1996 1995
- -----------------------------------------------------------------
Decrease in deferred
profit on equity
participation through
foreclosure 270,000 ---
Decrease in allowance
for losses resulting
from foreclosure 364,000 ---
Decrease in notes
payable through
foreclosure 650,000 ---
Decrease in interest
and taxes payable
on real estate
owned through
foreclosure 15,000 ---
Decrease in real estate
loans through chargeoff
of deferred profit 270,000 ---
Decrease in loans
receivable and related
allowance for losses
resulting from
chargeoff of loan
receivable --- 233,000
See accompanying notes to consolidated financial statements
12
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Notes to Consolidated Financial Statements
(Unaudited)
September 30, 1996 and 1995
(1) BUSINESS
Centennial Mortgage Income Fund (the "Partnership") has
historically 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.
As of September 30, 1996, a majority of the loans secured by
operating properties have been repaid to the Partnership.
However, during recent years, real estate market values for
undeveloped land in California have declined severely. As the
loans secured by undeveloped land and certain operating
properties became delinquent, management of the Partnership
elected to foreclose on certain of these loans, thereby
increasing real estate owned balances. As a result, the
Partnership has become a direct investor in this real estate and
intends to manage operating properties and develop raw land until
such time as the Partnership is able to sell this real estate
owned.
As required by the Partnership Agreement, the Partnership is
currently in the repayment stage, and as a result, cash proceeds
from mortgage 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.
13
Results for the nine months ended September 30, 1996 and 1995 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 nine months ended September 30,
1996 and 1995 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, 1995 on file with the Securities and
Exchange Commission, provide additional disclosures and a further
description of accounting policies.
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.
Impaired Loans
The Partnership considers a loan to be impaired when based upon
current information and events, it believes it is probable that
the Partnership will be unable to collect all amounts due
according to the contractual terms of the loan agreement. In
determining impairment, the Partnership considers large non-
homogeneous loans including nonaccrual loans, troubled debt
restructuring and performing loans which exhibit, among other
characteristics, high loan-to-value ratios, low debt-coverage
ratios, or other indications that the borrowers are experiencing
increased levels of financial difficulty. The Partnership bases
the measurement of collateral-dependent impaired loans on the
fair value of the loan's collateral. The amount by which the
recorded investment of the loan exceeds the measure of the
impaired loan's value is recognized by recording a valuation
allowance.
At September 30, 1996, the carrying value of loans that are
considered to be impaired under SFAS 114 totaled $4,655,000 (of
which $3,950,000 were on nonaccrual status). At September 30,
1996, the allowance for possible loan losses determined in
accordance with the provisions of SFAS 114, related to loans
considered impaired under SFAS 114 totaled $1,157,000. There
14
were six loans to unconsolidated investees considered impaired
under SFAS 114 for which there is a $200,000 allowance for
possible loan losses at September 30, 1996. The unconsolidated
investees have recorded an additional allowance for losses of
$4,502,000 and the Partnership's proportionate share of losses in
unconsolidated investees reflects this allowance. Three of the
loans to unconsolidated investees related to the Silverwood Homes
project were placed on nonaccrual at September 30, 1996 due to
slow sales rates (see note 4). One of the other loans receivable
is recorded with a corresponding deferred profit liability of
$289,000. There was a $1,045,000 investment in impaired loans
during the nine months ended September 30, 1996. For the nine
months ended September 30, 1996, the Partnership recognized
interest income on impaired loans of $152,000 and cash basis
interest income of $3,000.
Carrying Value of Real Estate Owned, Held for Sale
Effective January 1, 1996, the Partnership adopted Statement of
Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of" ("SFAS 121"). SFAS 121 requires that long-lived
assets to be disposed of be reported at the lower of carrying
amount or fair value less cost to sell. An impairment loss shall
be measured as the amount by which the carrying amount of the
asset exceeds the fair value of the assets. SFAS 121 requires
that assets to be disposed of not be depreciated while they are
held for disposal.
15
(3) REAL ESTATE OWNED
Real estate owned consists of the following:
(dollars in thousands)
September 30, December 31,
1996 1995
- -----------------------------------------------------------------
1. Shopping Center in Upland, CA $ 5,153 $ 5,106
2. 19 acres in Sacramento, CA 2,773 2,618
3. Auto retail center in Corona, CA 2,599 2,580
4. 23 acres in Riverside, CA --- 1,012
5. 5 condominiums in Oxnard, CA 1,310 1,550
- -----------------------------------------------------------------
Subtotal 11,835 12,866
Less accumulated depreciation
and amortization 522 517
- -----------------------------------------------------------------
Total real estate owned $ 11,313 $ 12,349
=================================================================
The Partnership acquired property No. 4 by deed in lieu of
foreclosure, subject to the note payable discussed in note 5. In
the second quarter of 1996, the lender foreclosed on the
property.
Property No. 5 has been accounted for as insubstance foreclosure
under SFAS 118 as the Partnership does not currently hold legal
title to this property, but the borrower has surrendered the
collateral to the control of the Partnership.
In accordance with SFAS 121, the Partnership carries real estate
owned, held for sale, at the lower of carrying amount or fair
value less costs to sell. The estimated fair values were
determined by using appraisals, discounted cash flows and/or
other valuation techniques. The actual market price of real
estate can only be determined by negotiation between independent
third parties in a sales transaction.
The Partnership had been depreciating the auto retail center in
Corona through December 31, 1995. The depreciation of this
property was ceased in conjunction with the Partnership's
adoption of SFAS 121.
16
(4) TRANSACTIONS WITH AFFILIATES
Under the provisions of the Partnership Agreement, Centennial
Corporation is entitled to receive from the Partnership mortgage
investment servicing fees for loans serviced equal to an annual
rate of 1/4 of 1 percent of the committed amount to be funded by
the Partnership. The Partnership incurred $3,000 and $1,000 of
mortgage investment servicing fees for the nine and three months
ended September 30, 1996 and $37,000 and $12,000 for the nine and
three months ended September 30, 1995.
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 nine
and three months ended September 30, 1996 or 1995.
The Partnership owns 50 percent of the outstanding capital stock
of two corporations which have not been consolidated in the
accompanying financial statements, LCR Development, Inc., ("LCR")
and BKS Development Inc., ("BKS"). These two corporations were
formed in order to complete foreclosures on two properties which
were collateral for loans previously made by the Partnership and
Centennial Mortgage Income Fund II, ("CMIF II"), an affiliate.
The balance of outstanding capital stock in these corporations is
owned by CMIF II. LCR has invested in a joint venture,
Silverwood Homes ("Silverwood") which is constructing homes in
Lancaster, CA. The Partnership has participated in making
several loans to these corporations and this joint venture.
Under the equity method of accounting, these loans are a
component of the Partnership's investment in LCR and BKS, and
therefore, the Partnership has recorded losses by LCR and BKS as
a reduction of the carrying value of these loans receivable.
17
The Partnership holds a $1,250,000 unsecured note and holds a 50
percent participation in a $2,115,000 unsecured note, both due
from LCR. The Partnership's share of the $2,115,000 note at
September 30, 1996 is $1,055,000 and the Partnership had applied
$1,204,000 of cumulative losses from unconsolidated investees
against the carrying value of these notes as of that same date.
The Partnership has not accrued its share of interest on these
notes which was approximately $537,000 as of September 30, 1996.
Silverwood began constructing a model home complex in June 1995.
Construction commenced in September 1995 on Phase I at the
project, which included nine homes. Silverwood began marketing
the project in the first quarter of 1996 and completed
construction of the homes in Phase I in the second quarter of
1996. Silverwood began deliveries of these homes to buyers in
the third quarter of 1996. Management had hoped to close escrow
on all of the homes in Phase I during the third quarter.
Unfortunately, market conditions in the Lancaster housing market
deteriorated during the summer months and only two homes have
closed escrow as of the date of this report. Management is
revamping its marketing program for this project in an effort to
improve sales rates.
At September 30, 1996, the Partnership holds a 50 percent
participation in three notes, due from Silverwood including a
land development loan, a model home loan and a home construction
loan. The Partnership's disbursed balance of the $3,265,700
development loan at September 30, 1996, is $886,000. The
Partnership's disbursed balance of the $490,000 model loan at
September 30, 1996 is $239,000. At September 30, 1996 the
Partnership's disbursed balance of the $1,034,000 Phase I
construction loan is $567,000.
18
The consolidated balance sheet and statement of operations of LCR
Development, Inc. have not been consolidated in the Partnership's
financial statements. The Partnership accounts for its
investment in the corporation using the equity method. The
following represents condensed financial information for LCR at
September 30, 1996 and for the nine months ended September 30,
1996:
LCR Development, Inc.
Consolidated Balance Sheet
(Unaudited)
September 30,
Assets 1996
- -----------------------------------------------------------------
Cash $ 12,000
Real estate owned, held for investment
Land 4,446,000
Model complex 467,000
Homes under construction 834,000
Less allowance for losses on
real estate investments 1,529,000
- -----------------------------------------------------------------
Net real estate owned 4,218,000
Organization costs 1,000
- -----------------------------------------------------------------
$ 4,231,000
=================================================================
Liabilities and Stockholders' Deficit
- -----------------------------------------------------------------
Notes payable to affiliates $ 6,300,000
Payable to affiliates 13,000
Interest and taxes payable
on real property 326,000
- -----------------------------------------------------------------
Total liabilities 6,639,000
Stockholders' deficit (2,408,000)
- -----------------------------------------------------------------
$ 4,231,000
=================================================================
19
LCR Development, Inc.
Consolidated Statement of Operations
(Unaudited)
Nine months
ended
September 30, 1996
- -----------------------------------------------------------------
Housing sales $ 233,000
Cost of housing sales 238,000
Provision for losses on real estate owned 750,000
Selling and marketing expenses 144,000
General and administrative 137,000
- -----------------------------------------------------------------
Operating income (loss) (1,036,000)
Interest expense 181,000
- -----------------------------------------------------------------
Net (loss) $ (1,217,000)
=================================================================
The Partnership holds a 50 percent participation in a $3,894,000
note due from BKS. The Partnership's share of the note
receivable at September 30, 1996 is $1,952,000 and the
Partnership had applied $1,860,000 of cumulative losses from
unconsolidated investees against the carrying value of the note
as of that same date. The Partnership has not accrued its share
of interest on this note which was approximately $637,000 as of
September 30, 1996.
20
The balance sheet and statement of operations of BKS have not
been consolidated in the Partnership's financial statements. The
Partnership accounts for its investment in this corporation using
the equity method. The following represents condensed financial
information for BKS at September 30, 1996 and for the nine months
ended September 30, 1996:
BKS Development, Inc.
Balance Sheet
(Unaudited)
September 30,
Assets 1996
- -----------------------------------------------------------------
Cash $ 1,000
Real property 5,199,000
Less allowance for losses on
real estate investments 2,973,000
- -----------------------------------------------------------------
Net real estate owned 2,226,000
- -----------------------------------------------------------------
$ 2,227,000
=================================================================
Liabilities and Stockholders' Deficit
- -----------------------------------------------------------------
Bonds payable $ 698,000
Notes payable to affiliates 3,903,000
Interest and property taxes
payable on real property 1,347,000
- -----------------------------------------------------------------
Total liabilities 5,948,000
Stockholders' deficit (3,721,000)
- -----------------------------------------------------------------
$ 2,227,000
=================================================================
21
BKS Development, Inc.
Statement of Operations
(Unaudited)
Nine months
ended
September 30, 1996
- -----------------------------------------------------------------
Interest expense $ 116,000
Provision for losses 280,000
Property taxes 88,000
General and administrative 10,000
- -----------------------------------------------------------------
Net (loss) $ (494,000)
=================================================================
The Partnership owns an interest in Grand Plaza Auto Retail,
Inc., ("Grand Plaza"), the corporation which owns the auto retail
center in Corona, California jointly with an affiliated entity,
Centennial Mortgage Income Fund III, ("CMIF III"). At September
30, 1996, the ownership percentages are 86.67 for the Partnership
and 13.33 for CMIF III. The assets and liabilities of this
corporation have been consolidated in the accompanying
consolidated financial statements. The liabilities of Grand
Plaza include a note and interest payable to CMIF III and the
Partnership. CMIF III's share of this note and interest totaled
$544,000 and $508,000 at September 30, 1996 and December 31,
1995, respectively. The Partnership had cumulatively applied
$408,000 and $370,000 of minority interest share of losses from
this corporate joint venture against the note payable to
affiliates balance as of the same dates. The note bears interest
at 14 percent fixed and matures October 1, 1996.
The Partnership owns an interest in BNN Development, Inc.,
("BNN"), the corporation which owns the 19 acres in Sacramento,
California jointly with an affiliated entity, CMIF III. At
September 30, 1996, the ownership percentages are 86.25 for the
Partnership and 13.75 for CMIF III. The assets and liabilities
of this corporation have been consolidated in the accompanying
consolidated financial statements. The liabilities of BNN
include a note and interest payable to CMIF III and the
Partnership. CMIF III's share of this note and interest totaled
22
$423,000 and $383,000 at September 30, 1996 and December 31,
1995, respectively. The Partnership had cumulatively applied
$287,000 and $260,000, of minority interest share of losses from
this corporate joint venture against the note payable to
affiliates balance as of the same dates. The note bears interest
at 15 percent fixed and matures November 1, 1997.
(5) NOTES PAYABLE
Notes payable consist of the following:
(dollars in thousands)
September 30, December 31,
1996 1995
- -----------------------------------------------------------------
Note payable secured by
19 acres in Sacramento, CA
with interest only payments
due monthly; interest rate of
12 percent fixed, maturing
April 1, 1998 $ 900 $ 900
Note payable secured by
shopping center in
Upland, CA with interest
and principal payments due
monthly of $24,000; interest
rate of 11.25 percent fixed,
maturing November 1, 1996 2,455 2,460
Note payable secured by 23
acres in Riverside, CA;
interest rate of 13.75
percent fixed,
matured August 1, 1992 --- 650
- -----------------------------------------------------------------
Total notes payable $ 3,355 $ 4,010
=================================================================
23
The Partnership acquired the 23 acres in Riverside by deed in
lieu of foreclosure, subject to the note payable discussed above.
In the second quarter of 1996, the lender foreclosed on the
property.
(6) CONTINGENCIES
There are no material pending legal proceedings other than
ordinary routine litigation incidental to the Partnership's
business.
24
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
GENERAL
The Partnership had net losses and losses per limited partnership
unit of $(1,165,000) and $(30.08) and $(489,000) and $(12.63) for
the nine and three months ended September 30, 1996 and
($1,225,000) and $(31.63) and $(211,000) and $(5.45) for the nine
and three months ended September 30, 1995. The decrease in
losses from 1995 to 1996 is primarily due to a decrease in the
provision for possible losses offset by an increase in the share
of losses in unconsolidated investees.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1996, the Partnership had $1,959,000 in cash and
interest-bearing deposits. The Partnership had no unfunded loan
commitments to nonaffiliates at September 30, 1996. Sources of
funds are expected to be from the sale of real estate owned,
future operations of real estate owned and payoffs of existing
loans. The Partnership funded disbursements on loans to
unconsolidated investees during the first nine months of 1996
totaling $1,045,000 and received payoffs and paydowns on loans
totaling $157,000. During the first nine months of 1996, the
Partnership incurred costs for the improvement of real estate
owned totaling $221,000 and received payoffs and paydowns on real
estate owned of $190,000.
The Partnership's notes payable commitments consist of interest
and all principal payments due of approximately $2,563,000. The
note payable secured by the Upland Shopping Center totaling
$2,455,000 matures November 1, 1996. The Partnership does not
presently have sufficient capital reserves to make this balloon
payment and meet operating commitments. Management is
negotiating an extension on the $2,455,000 note. In addition to
the note payable commitments, the Partnership's principal capital
requirements include: i) real property taxes and bonds on real
estate owned of approximately $203,000 payable during the next
twelve months, and ii) selling, general and administrative costs.
These commitments are expected to be paid from existing cash
balances, future loan payoffs, and the sale of real estate owned.
The Partnership is continuously evaluating various alternative
strategies for liquidating its real estate assets under current
market conditions. These alternative strategies include the
potential joint venture and/or build out of certain of the
Partnership's properties in order to increase their marketability
and maximize the return to the limited partners. In the event
the Partnership decides to implement some of these strategies, it
may require the investment of proceeds received from the payoff
of existing loans and the sale of other real estate assets. The
decision to invest additional cash in existing assets will only
be made if, based on management's best judgment at the time,
there is a clear indication that such investment should generate
a significantly greater return to the limited partners than any
other strategies available to the Partnership.
Effective with the third quarter of 1991, the Partnership
suspended cash distributions to partners due to a decline in
liquidity and the uncertainty of the cash requirements for
existing and potential real estate owned. Pursuant to the
Partnership Agreement, 60 months after the closing of the
offering, cash proceeds from mortgage investments are no longer
available for reinvestment by the Partnership. Management
believes that current and projected liquidity is sufficient to
fund operating expenses and to meet the contractual obligations
and cash flow operating requirements of the Partnership.
However, although no new mortgage investments shall be made, the
general partners expect that the cash proceeds from future
mortgage reductions will be retained by the Partnership until
such time as the Partnership has sufficient cash to fulfill the
operating requirements of the real estate owned by the
Partnership.
RESULTS OF OPERATIONS
Due to the downturn in the real estate industry in California and
its impact on the Partnership's borrowers, most of the
Partnership's loans to nonaffiliates have been converted to
nonperforming loans and/or real estate owned through
foreclosures. Interest income on loans to nonaffiliates,
including fees was $76,000 and $29,000 for the nine and three
months ended September 30, 1996 and $64,000 and $19,000 for the
nine and three months ended September 30, 1995. The increase for
1996 is due to the restructure of one loan to two loans and an
increase in transfer fees during the third quarter of 1996.
Interest income on loans to unconsolidated investees, including
fees totaled $100,000 and $39,000 for the nine and three months
ended September 30, 1996 and $26,000 for the nine and three
months ended September 30, 1995. Interest income on loans to
unconsolidated investees represents interest earned on the
Silverwood loans. The increase in 1996 is the result of higher
average loan balances. These loans were placed on nonaccrual
status effective September 30, 1996.
The outstanding principal balance of loans on nonaccrual at
September 30, 1996 totaled $3,950,000 as compared with $5,347,000
at September 30, 1995. Loans on "nonaccrual" refers to loans
upon which the Partnership is no longer accruing interest.
Management's policy is to cease accruing interest on loans when
interest and/or principal repayments become 90 days past due.
Had interest accrued through the first nine months of 1996 and
1995 on the affiliated and nonaffiliated nonaccrual loans,
interest income would have been approximately $454,000 and
$197,000 higher than was actually reported for those periods.
The real estate owned balance at September 30, 1996 and 1995 was
$11,313,000 and $12,653,000, respectively.
The following sections entitled Nonaccrual, Nonperforming Loans
and Other Loans to Affiliates and Real Estate Owned provide a
detailed analysis of these assets.
Nonaccrual, Nonperforming Loans and Other Loans to Affiliates
Loans on nonaccrual and nonperforming status at September 30,
1996 are summarized below:
During 1994, the Partnership renegotiated an equity participation
note with an original committed amount of $374,000 secured by a
second deed of trust on a 94,336 square foot shopping center in
Corona, California. The loan provides for interest due to be
payable at loan maturity; however, due to the amount of the
senior debt and the decrease in land values, the Partnership has
placed the loan on nonaccrual. The principal balance and
nonaccrued interest at September 30, 1996 are $312,000 and
$97,000 respectively. The $289,000 deferred profit on equity
participation included in the liabilities on the Partnership's
September 30, 1996 balance sheet was recorded in connection with
this loan.
During 1991, the Partnership sold a pad on an existing piece of
real estate owned in Corona, California and carried back
financing in the amount of $600,000. The Partnership's share of
the loan is 77 percent. Due to the loss of the major tenant, the
borrower has been unable to make monthly interest payments.
Management has worked out a forbearance agreement with the
borrower for net cash flow monthly payments. The remaining
interest due has been placed on nonaccrual. The principal
balance and nonaccrued interest at September 30, 1996 are
$460,000 and $100,000, respectively.
During 1989, the Partnership funded a loan with an original
committed amount of $343,000 to provide land development
financing in Perris, California. The loan matured June 1, 1993
and the borrower was unable to make interest payments or pay off
the loan. The Partnership classified the loan as an insubstance
foreclosure at December 31, 1993. Given the depressed value of
the property and the amount of the delinquent bonds and taxes,
the Partnership has been negotiating with the borrower in an
attempt to discount the note to facilitate a sale or have the
borrower deed the property to the Partnership. Should the
negotiations not be completed and the property be lost to a tax
sale, management has established an allowance for losses
sufficient to cover the Partnership's equity in the property.
The principal balance and nonaccrued interest at September 30,
1996 are $292,000 and $152,000, respectively.
During 1994, the Partnership funded a $1,250,000 unsecured note
and a 50 percent participation in a $2,115,000 unsecured note,
both representing workout loans and due from LCR, an affiliate.
These two loans reflect the majority of the cost basis of single
family lots contributed to Silverwood. LCR's only source of
repayment of these notes are proceeds from the sale of the fully
developed lots. Management has estimated the proceeds for
repayment of these two notes to be less than the original
principal balance of the loans. As a result, the loans have been
placed on nonaccrual. The principal balance, participating
principal balance and nonaccrued interest balances at September
30, 1996 are $1,250,000 and $299,000 and $1,055,000 and $238,000,
respectively. As discussed in note 4, the Partnership has
reduced the carrying value of these notes by $1,204,000, a
portion of its share of losses from this unconsolidated investee.
During 1995, the Partnership funded a 50 percent participation in
three loans due from Silverwood Homes. The first is a land
development loan with a committed amount of $3,265,700 with a
disbursed balance of $886,000 at September 30, 1996. The second
loan is a model loan with a committed amount of $490,000 and a
disbursed balance $239,000 at September 30, 1996. The third loan
is a home construction loan for nine homes with a committed
amount of $1,034,000 and a disbursed balance of $567,000 at
September 30, 1996. Due to the deterioration of the housing
market and poor sales record to date, management has placed the
loans on nonaccrual.
During 1994, the Partnership funded a 50 percent participation in
a $3,894,000 note due from BKS. The loan is secured by 283 acres
in Bakersfield, California. The property has declined in value
and is subject to delinquent bonds and taxes. As a result, the
Partnership has placed the loan on nonaccrual. The participating
principal balance and nonaccrued interest balances at September
30, 1996 are $1,952,000 and $637,000, respectively. As discussed
in note 4, the Partnership has reduced its carrying value of this
note by $1,860,000, its share of losses from this unconsolidated
investee.
Real Estate Owned
A description of the Partnership's principal real estate owned
and loan classified as insubstance foreclosure follows:
Shopping Center in Upland, California
During the third quarter of 1988, the Partnership foreclosed on a
loan secured by this project. The Partnership originally
committed $5,600,000 for the rehabilitation of a 33,327 square
foot retail center and construction of an automotive service
facility in Upland, California. Cost overruns and construction
delays prevented the borrower from selling the project and
thereby performing on the loan. The property generated net
operating income before debt service of $320,000 during the first
nine months of 1996 and its net carrying value was $4,632,000 at
September 30, 1996. The property is currently 98 percent leased.
The property is encumbered by a note of $2,455,000, secured by a
first trust deed on the property. The Partnership is marketing
this property for sale.
19 Acres in Sacramento, California
During the third quarter of 1991, the Partnership took a deed in
lieu of foreclosure on a second trust deed secured by 19 acres of
undeveloped land in Sacramento, California. The property is
encumbered by a $900,000, 12 percent fixed interest rate note
payable secured by a first trust deed on the property. The note
requires monthly interest-only payments, and the balance is due
April 1, 1998. The Partnership continues to finalize the
entitlement processing, flood issues and provide for utility
services for the property. As economic conditions rebound in
California, and the demand for development land in the area
returns, the Partnership intends to list the property for sale.
At September 30, 1996, the carrying value of this asset was
$2,773,000.
Auto Retail Center in Corona, California
During 1988, the Partnership funded a loan with an original
committed amount of $3,313,000 for the purpose of constructing a
31,437 square foot auto/retail center in Corona, California. The
loan matured on September 1, 1989. The borrower defaulted under
a forbearance agreement, and the Partnership filed a notice of
default on December 14, 1990. The borrower filed for bankruptcy
on February 15, 1991. A pad was sold during April 1991 resulting
in the Partnership receiving a net paydown of $249,000. The
Partnership provided financing to the purchaser. The Partnership
took a grant deed on the property through the Bankruptcy Courts
in December 1991. The subject center is 43 percent leased and
the property generated net operating income of $20,000 during the
first nine months of 1996. The center is being marketed for
sale. The carrying value at September 30, 1996 is $2,598,000.
5 Condominiums in Oxnard, California
During 1990, the Partnership funded a loan secured by a first
trust deed with an original committed amount of $3,000,000 for
the construction of 12 condominiums in Oxnard, California. The
Partnership has recorded an insubstance foreclosure on these 12
condominiums. The borrower signed over control to the second
trust deed holder in December 1992, the second trust deed holder,
an affiliate, abandoned the property and the Partnership now
controls the property. The Partnership receives 100 percent of
all sales proceeds net of selling costs. The condominiums are
located adjacent to the beach. The values of beach front
property have been hard hit in the local market due to the excess
supply of this type of property. As of September 30, 1996, the
Partnership had sold seven condominiums and is attempting to sell
the remaining units. The carrying value of the remaining five
condominiums at September 30, 1996 is $1,310,000.
INTEREST ON INTEREST-BEARING DEPOSITS
Interest earned on interest-bearing deposits totaled $71,000 and
$23,000 for the nine and three months ended September 30, 1996
and $76,000 and $28,000 for the nine and three months ended
September 30, 1995. Interest on interest-bearing deposits
represents interest earned on Partnership funds invested, for
liquidity, in time certificate and money market deposits.
INCOME FROM OPERATIONS OF REAL ESTATE OWNED
Income from operations of real estate owned consists of operating
revenues of $584,000 and $190,000 for the nine and three months
ended September 30, 1996 and $625,000 and $187,000 for the nine
and three months ended September 30, 1995. These revenues are
from the Upland shopping center and the auto retail center in
Corona. The decrease for 1996 is partially due to a chargeoff
for uncollectible rents and a decrease in tenant occupancy at the
auto retail center in Corona.
GAIN ON SALE
Gain on sale of real estate owned for the nine months ended
September 30, 1996 represents $23,000 of income earned on the
sale of one condominium in Oxnard and a $17,000 gain recorded on
foreclosure of the 23 acres in Riverside, California. There was
no gain recorded for the three months ended September 30, 1996.
Gain on sale of real estate owned represents income earned on the
sale of condominiums in Oxnard and the sale of the office
building in Sacramento for the nine and three months ended
September 30, 1995 totaling $113,000 and $1,000, respectively.
PROVISION FOR POSSIBLE LOSSES
The provision for possible losses was $200,000 for the nine and
three months ended September 30, 1996. The 1996 provision
relates to the single family development project owned by LCR.
The provision for possible losses was $716,000 for the nine
months ended September 30, 1995. There was no provision for
possible losses for the three months ended September 30, 1995.
The 1995 provision relates primarily to the shopping center in
Upland and the auto retail center in Corona. The provision for
possible losses results from the change in the allowance for
possible losses and the allowance for possible losses on real
estate owned net of chargeoffs, if any. Management believes that
the allowance for possible losses at September 30, 1996 is
adequate to absorb the known and inherent risk in the
Partnership's loan and real estate owned portfolio.
SHARE OF LOSSES IN UNCONSOLIDATED INVESTEES
The Partnership has invested in corporations in which it has less
than a majority ownership and accounts for these investments
using the equity method. The Partnership's share of provision
for losses recorded by unconsolidated investees was $515,000 and
$165,000 for the nine and three months ended September 30, 1996
and $399,000 and $252,000 for the nine and three months ended
September 30, 1995. The Partnership's share of other losses
recorded by unconsolidated investees was $341,000 and $104,000
for the nine and three months ended September 30, 1996 and
$73,000 and ($90,000) for the nine and three months ended
September 30, 1995. The share of other losses consists primarily
of interest expense, selling and marketing expense and general
and administrative expense related to the single family
development project owned by LCR and the 283 acres in Bakersfield
owned by BKS. The decrease in other losses for 1995 is due to
the reversal of interest expense in the third quarter of 1995.
OTHER EXPENSES
Operating expenses from operations of real estate owned were
$201,000 and $59,000 for the nine and three months ended
September 30, 1996 and $196,000 and $70,000 for the nine and
three months ended September 30, 1995. The expenses were
associated with the Upland shopping center and the auto retail
center in Corona. The increase for 1996 is due primarily to
additional asphalt and roofing expenses for 1996.
Operating expenses from operations of real estate owned paid to
affiliates were $43,000 and $14,000 for the nine and three months
ended September 30, 1996 and $41,000 and $13,000 for the nine and
three months ended September 30, 1995. The operating expenses
consist of property management fees paid to affiliates of the
general partners.
Expenses associated with non-operating real estate owned were
$182,000 and $49,000 for the nine and three months ended
September 30, 1996 and $176,000 and $53,000 for the nine and
months ended September 30, 1995. The expenses, which include
real estate taxes, relate to the 19 acres in Sacramento, the
condominiums in Oxnard and the 23 acres in Riverside. The
increase for the nine months ended September 30, 1996 is
primarily due to an increase in costs due to development of the
19 acres in Sacramento.
Depreciation and amortization expense was $14,000 and $7,000 for
the nine and three months ended September 30, 1996 and $87,000
and $29,000 for the nine and three months ended September 30,
1995. The 1995 depreciation relates primarily to the Upland
shopping center and tenant improvements for the auto retail
center in Corona. The decrease for 1996 is due to the
implementation of SFAS 121 which does note require depreciation
on real estate owned, held for sale.
Interest expense was $357,000 and $122,000 for the nine and three
months ended September 30, 1996 and $360,000 and $89,000 for the
nine and three months ended September 30, 1995. The interest
expense during 1996 relates to the Upland Shopping Center, the 19
acres in Sacramento, California and the Partnership's share of
interest payable to affiliates on the auto retail center in
Corona. The increase in interest expense for the three months
ended September 30, 1996 is due to a reversal of interest expense
for the Partnership's share of interest payable to affiliates on
the 19 acres in Sacramento during 1995. This loan was placed on
nonaccrual in late 1995.
General and administrative expenses, affiliates totaled $170,000
and $50,000 for the nine and three months ended September 30,
1996 and $126,000 and $45,000 for the nine and three months ended
September 30, 1995. These expenses are primarily salary
allocation reimbursements paid to affiliates. The increase for
1996 is partially due to a $34,000 change in billing methodology
from mortgage investment servicing fees to salary allocations and
a $16,000 payment for a prior period which had not been accrued.
General and administrative expenses, nonaffiliates totaled
$76,000 and $21,000 for the nine and three months ended September
30, 1996 and $64,000 and $19,000 for the nine and three months
ended September 30, 1995. These expenses consist of other costs
associated with the administration of the Partnership. The
increase for 1996 is primarily due to moving expenses, office
expenses and outside services.
Mortgage investment servicing fees totaled $3,000 and $1,000 for
the nine and three months ended September 30, 1996 and $37,000
and $12,000 for the nine and three months ended September 30,
1995. This consists of fees paid to Centennial Corporation for
servicing the Partnership's loan and real estate owned portfolio.
During 1996, the Partnership no longer incurs mortgage investment
servicing fees for servicing the Partnership's real estate owned
portfolio.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) None
(b) None
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned
thereunto duly authorized.
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A California Limited Partnership
By:/s/John B. Joseph
_________________________________
John B. Joseph
General Partner November 14, 1996
By:/s/Ronald R. White
_________________________________
Ronald R. White
General Partner November 14, 1996
By: CENTENNIAL CORPORATION
General Partner
/s/Joel H. Miner
_________________________________
Joel H. Miner
Chief Financial Officer November 14, 1996