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, 1997
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 1997 1996
- -----------------------------------------------------------------
Cash and cash
equivalents $ 2,001,000 $ 1,712,000
Real estate loans
receivable, earning 786,000 700,000
Real estate loans
receivable, nonearning 1,078,000 1,066,000
Real estate loans receivable from
an unconsolidated investee,
earning (note 4) 628,000 ---
Real estate loans receivable from
an unconsolidated investee,
nonearning (note 4) 1,189,000 1,531,000
- -----------------------------------------------------------------
3,681,000 3,297,000
Less allowance for possible
loan losses 982,000 982,000
- -----------------------------------------------------------------
Net real estate loans receivable 2,699,000 2,315,000
Real estate owned, net, held
for sale, (note 3) 7,450,000 10,050,000
Real estate owned, insubstance
foreclosed (note 3) 1,310,000 1,310,000
- -----------------------------------------------------------------
8,760,000 11,360,000
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 1997 1996
- -----------------------------------------------------------------
Less allowance for
possible losses on
real estate owned 2,436,000 4,101,000
- -----------------------------------------------------------------
Net real estate owned 6,324,000 7,259,000
Accrued interest receivable 5,000 4,000
Due from unconsolidated investees 11,000 ---
Other assets 100,000 104,000
- -----------------------------------------------------------------
$11,140,000 $11,394,000
=================================================================
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,
Liabilities and Partners' Equity 1997 1996
- -----------------------------------------------------------------
Notes payable (note 5) $ 3,340,000 $ 3,355,000
Notes payable to affiliates (note 4) 79,000 74,000
Accounts payable and
accrued liabilities 4,000 23,000
Interest and taxes payable on
real estate owned 37,000 ---
Interest payable to affiliates on
notes secured by real estate 39,000 220,000
Payable to affiliates (note 4) 2,000 1,000
Deferred profit on
equity participation 289,000 289,000
- -----------------------------------------------------------------
Total liabilities 3,790,000 3,962,000
Partners' equity (deficit)
-- 38,729 limited partnership
units outstanding as of
September 30, 1997 and
December 31, 1996
General partners (525,000) (525,000)
Limited partners 7,875,000 7,957,000
- -----------------------------------------------------------------
Total partners' equity 7,350,000 7,432,000
Contingencies (note 6)
- -----------------------------------------------------------------
$11,140,000 $11,394,000
=================================================================
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,
1997 1996 1997
1996
- --------------------------------------------------------------------------------
- ----------
Revenue:
Interest income on loans
to nonaffiliates,
including fees $ 89,000 $ 76,000 $ 34,000 $
29,000
Interest income on loans
to affiliates,
including fees 20,000 100,000 13,000
39,000
Interest-bearing deposits 53,000 71,000 16,000
23,000
Operations of real
estate owned 597,000 584,000 161,000
190,000
Gain on sale of property --- 40,000 ---
- ---
Gain on extinguishment of debt 6,000 --- 6,000
- ---
- --------------------------------------------------------------------------------
- ----------
Total revenue 765,000 871,000 224,000
281,000
Expenses:
Provision for possible losses --- 200,000 ---
200,000
Share of provision for
losses recorded by
unconsolidated investees --- 515,000 ---
165,000
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,
1997 1996 1997
1996
- --------------------------------------------------------------------------------
- ----------
Share of other losses
recorded by
unconsolidated investees 91,000 341,000 37,000
104,000
Loss on sale of property 6,000 --- 6,000
- ---
Operating expenses from
operations of real
estate owned 114,000 201,000 48,000
59,000
Operating expenses from
operations of real
estate owned paid to
affiliates 31,000 43,000 8,000
14,000
Expenses associated with
non-operating real
estate owned 114,000 182,000 39,000
49,000
Depreciation and
amortization expense 10,000 14,000 3,000
7,000
Interest expense 293,000 357,000 93,000
122,000
General and administrative,
affiliates 156,000 170,000 49,000
50,000
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,
1997 1996 1997
1996
- --------------------------------------------------------------------------------
- ----------
General and administrative,
nonaffiliates 84,000 76,000 29,000
21,000
Mortgage investment
servicing fees paid
to affiliates 3,000 3,000 1,000
1,000
- --------------------------------------------------------------------------------
- ----------
Total expenses 902,000 2,102,000 313,000
792,000
- --------------------------------------------------------------------------------
- ----------
Net loss before
minority interest (137,000) (1,231,000) (89,000)
(511,000)
Minority interest
share of losses 55,000 66,000 9,000
22,000
- --------------------------------------------------------------------------------
- ----------
Net loss $ (82,000) $(1,165,000) $ (80,000) $
(489,000)
================================================================================
==========
Net loss per limited
partnership unit $ (2.12) $ (30.08) $ (2.07) $
(12.63)
================================================================================
==========
See accompanying notes to consolidated financial statements
6
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Consolidated Statement of Partners' Equity
(Unaudited)
For the nine months ended September 30, 1997
Total
General Limited Partners'
Partners Partners Equity
- -----------------------------------------------------------------
Balance at
December 31, 1996 $ (525,000) $ 7,957,000 $ 7,432,000
Net loss --- (82,000) (82,000)
- -----------------------------------------------------------------
Balance at
September 30, 1997 $ (525,000) $ 7,875,000 $ 7,350,000
=================================================================
See accompanying notes to consolidated financial statements
7
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Consolidated Statements of Cash Flows
(Unaudited)
For the nine months ended September 30, 1997 and 1996
1997 1996
- -----------------------------------------------------------------
Cash flows from
operating activities:
Net loss $ (82,000) $(1,165,000)
Adjustments to reconcile
net loss to net cash
used in operating
activities:
Amortization of
unearned loan fees (1,000) ---
Provision for
possible losses --- 200,000
Interest accrued to
principal on loans
to affiliates (24,000) (100,000)
Depreciation and
amortization expense 10,000 14,000
Minority interest
share of losses (55,000) (66,000)
(Gain) loss on sale of
real estate owned 6,000 (40,000)
Equity in losses of
unconsolidated investees 91,000 856,000
Changes in assets
and liabilities:
(Increase) decrease in accrued
interest receivable (1,000) 14,000
(Increase) decrease in
other assets (6,000) 19,000
Decrease in accounts payable
and accrued liabilities (19,000) (28,000)
Increase (decrease) in
interest and property
taxes payable on
real estate owned 37,000 55,000
See accompanying notes to consolidated financial statements
8
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Consolidated Statements of Cash Flows
(Unaudited)
(Continued)
For the nine months ended September 30, 1997 and 1996
1997 1996
- -----------------------------------------------------------------
Increase (decrease)
in interest payable
to affiliates on
notes secured by
real estate owned (4,000) 36,000
Increase (decrease) in
payable to affiliates 1,000 (3,000)
Increase in due from
affiliates (11,000) ---
- -----------------------------------------------------------------
Net cash used in
operating activities (58,000) (208,000)
- -----------------------------------------------------------------
Cash flows from
investing activities:
Principal collected
on loans 323,000 157,000
Advances on loans made
to customers (13,000) ---
Advances on loans made
to unconsolidated
investees (note 4) (760,000) (1,045,000)
Proceeds from sale of
real estate owned 929,000 190,000
Disbursements on
real estate owned --- (221,000)
Decrease in short-term
investments --- 103,000
- -----------------------------------------------------------------
Net cash provided by (used in)
investing activities 479,000 (816,000)
- -----------------------------------------------------------------
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, 1997 and 1996
1997 1996
- -----------------------------------------------------------------
Cash flows from
financing activities:
Principal payments
on notes payable (15,000) (5,000)
Advances on notes
payable to affiliates 17,000 41,000
Principal payments on notes
payable to affiliates (134,000) ---
- -----------------------------------------------------------------
Net cash provided by (used in)
financing activities (132,000) 36,000
- -----------------------------------------------------------------
Net increase (decrease)
in cash 289,000 (988,000)
Beginning cash and
cash equivalents 1,712,000 2,947,000
- -----------------------------------------------------------------
Ending cash and cash
equivalents $ 2,001,000 $ 1,959,000
=================================================================
Supplemental schedule of
cash flow information:
Cash paid during
the nine months for:
Interest $ 286,000 $ 300,000
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
10
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Consolidated Statements of Cash Flows
(Unaudited)
(Continued)
For the nine months ended September 30, 1997 and 1996
1997 1996
- -----------------------------------------------------------------
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 property taxes
payable on real estate
owned through
foreclosure --- 15,000
Decrease in real
estate loans
through chargeoff
of deferred profit --- 270,000
See accompanying notes to consolidated financial statements
11
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Notes to Consolidated Financial Statements
(Unaudited)
September 30, 1997 and 1996
(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, 1997, 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.
12
Results for the nine months ended September 30, 1997 and 1996 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,
1997 and 1996 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, 1996 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, 1997, the carrying value of loans that are
considered to be impaired under SFAS 114 totaled $2,963,000 (of
which $2,267,000 were on nonaccrual status). At September 30,
1997, the allowance for possible loan losses determined in
accordance with the provisions of SFAS 114, related to loans
considered impaired under SFAS 114 totaled $982,000. There were
13
five loans to an unconsolidated investee considered impaired
under SFAS 114 for which there is no related allowance for
possible loan losses at September 30, 1997. However, the
unconsolidated investees have recorded an allowance for losses of
$4,019,000 and the Partnership's proportionate share of losses in
unconsolidated investees reflects the majority of this allowance.
One of the other loans receivable is recorded with a
corresponding deferred profit liability of $289,000. There was a
$165,000 investment in impaired loans during the nine months
ended September 30, 1997. For the nine months ended September
30, 1997, the Partnership recognized interest income on impaired
loans of $70,000 which included $17,000 of interest income
recognized using the cash basis method of income recognition.
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 supersedes SOP 92-3 and also
requires that long-lived assets to be disposed of be reported at
the lower of carrying amount or fair value less costs 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
less costs to sell. SFAS 121 requires that assets to be disposed
of not be depreciated while they are held for disposal. The
Partnership considers all real estate owned as held for sale and
is actively marketing all properties.
(3) REAL ESTATE OWNED
Real estate owned consists of the following:
(dollars in thousands)
September 30, December 31,
1997 1996
- -----------------------------------------------------------------
1. Shopping Center in Upland, CA $ 4,628 $ 4,628
2. 19 acres in Sacramento, CA 2,822 2,822
3. Auto retail center in Corona, CA --- 2,600
4. 5 condominiums in Oxnard, CA 1,310 1,310
- -----------------------------------------------------------------
Total real estate owned $ 8,760 $ 11,360
=================================================================
14
Property No. 4 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.
(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, 1997 and $3,000 and $1,000 for the nine and
three months ended September 30, 1996, respectively.
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
months ended September 30, 1997 or 1996.
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"). The balance of outstanding
15
capital stock in these corporations is owned by Centennial
Mortgage Income Fund II ("CMIF II"), an affiliate. 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. The Partnership wrote off its investment and
loan receivable from BKS during 1996 when its share of losses
equaled its investment and the recovery of any of its investment
became unlikely.
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, 1997 is $1,055,000 and the Partnership had applied
$1,055,000, a portion of its of cumulative losses from
unconsolidated investees, against the carrying value of the note
as of that same date. The Partnership has also applied
$1,250,000 of cumulative losses from unconsolidated investees
against the carrying value of the $1,250,000 note as of September
30, 1997. The Partnership has not accrued its share of interest
on these notes which was approximately $669,000 as of September
30, 1997.
Silverwood began constructing a model home complex at the project
in June 1995. Construction commenced in September 1995 on Phase
I and February 1997 on Phase II at the project. At September 30,
1997, the Partnership holds a 50 percent participation in three
notes, due from Silverwood including a land development loan, a
model home loan, a home construction loan secured by Phase I.
The Partnership also holds a 100 percent ownership in a second
home construction loan secured by Phase II. The Partnership's
disbursed balance of the $3,265,700 development loan at September
30, 1997, is $1,127,000 and the Partnership had applied $347,000,
the balance of cumulative losses from unconsolidated investees,
against the carrying value of the note as of the same date. The
Partnership's disbursed balance of the $490,000 model loan at
September 30, 1997 is $239,000. At September 30, 1997 the
Partnership's disbursed balance of the $1,034,000 Phase I
construction loan is $170,000. At September 30, 1997, the
Partnership's disbursed balance of the $870,000 Phase II
construction loan is $628,000.
The consolidated balance sheet and statement of operations of LCR
Development, Inc. have not been consolidated in the Partnership's
16
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, 1997 and for the nine months ended September 30,
1997:
LCR Development, Inc.
Consolidated Balance Sheet
September 30,
Assets 1997
- -----------------------------------------------------------------
Cash $ 2,000
Restricted cash 10,000
Real estate owned, held for investment 6,737,000
Less allowance for losses on
real estate investments 4,019,000
- -----------------------------------------------------------------
Net real estate owned 2,718,000
Organization costs 1,000
- -----------------------------------------------------------------
$ 2,731,000
=================================================================
Liabilities and Stockholders' Deficit
- -----------------------------------------------------------------
Notes payable to affiliates
CMIF $ 4,470,000
CMIF II 2,250,000
- -----------------------------------------------------------------
6,720,000
Accounts payable and accrued liabilities 6,000
Interest and taxes payable
on real property 1,276,000
Payable to affiliates 29,000
- -----------------------------------------------------------------
Total liabilities 8,031,000
Stockholders' deficit (5,300,000)
- -----------------------------------------------------------------
$ 2,731,000
=================================================================
17
LCR Development, Inc.
Consolidated Statement of Operations
Nine months
ended
September 30, 1997
- -----------------------------------------------------------------
Housing sales $ 706,000
Cost of housing sales 725,000
Provision for losses on real estate owned 146,000
Selling and marketing expenses 95,000
General and administrative expenses 49,000
- -----------------------------------------------------------------
Operating loss (309,000)
Interest incurred 418,000
Less interest expense capitalized (146,000)
- -----------------------------------------------------------------
Net (loss) (581,000)
=================================================================
Interest expense not included
in share of losses (399,000)
- -----------------------------------------------------------------
Allocable net loss $ (182,000)
=================================================================
Share of loss recorded $ (91,000)
=================================================================
In July 1997, the auto retail center in Corona, California was
sold by Grand Plaza Auto Retail, Inc. ("Grand Plaza"), a
consolidated subsidiary corporation of the Partnership. The
Partnership owns an 86.7 percent interest in Grand Plaza with the
balance of 13.3 percent owned by Centennial Mortgage Income Fund
III ("CMIF III"), an affiliate. Both the Partnership and CMIF
III had made loans to Grand Plaza prior to the sale that exceeded
the value of the assets held by it. CMIF III's share of these
loans had been reduced by its share of Grand Plaza's operating
losses, with the net amount having been shown as notes and
interest payable to affiliates in the Partnership's financial
statements. Grand Plaza realized $929,000 in net cash proceeds
from the sale of the property. Grand Plaza charged off
$1,665,000 of its $2,600,000 carrying value of the property
against its allowance for losses on real estate owned and
18
recorded a $6,000 loss on the sale. The net sales proceeds were
used to pay a portion of the notes payable by Grand Plaza to the
Partnership and CMIF III. CMIF III's share of the proceeds was
$123,000. As of September 30, 1997, Grand Plaza's assets had
been reduced to only $28,000, all in cash. The Partnership's
balance sheet as of September 30, 1997, includes this cash and
$3,000 in notes payable to CMIF III which represents CMIF III's
share of this cash.
The Partnership owns an interest in BNN Development, Inc., the
corporation which owns the 19 acres in Sacramento, California
jointly with an affiliated entity, CMIF III. At September 30,
1997, 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. Notes payable and interest
payable to affiliates on notes secured by real estate owned
includes $468,000 and $452,000 at September 30, 1997 and December
31, 1996, respectively, and the Partnership had cumulatively
applied $353,000 and $295,000 of minority interest share of
losses from this corporate joint venture against the note payable
to affiliates balance as of the same dates. The notes payable to
affiliates balance reflects CMIF III's share of a note payable by
the corporation to the Partnership and CMIF III. The note bears
interest at 15 percent fixed and matures November 1, 1997.
19
(5) NOTES PAYABLE
Notes payable consist of the following:
(dollars in thousands)
September 30, December 31,
1997 1996
- -----------------------------------------------------------------
Note payable secured by
19 acres in Sacramento, CA
with interest only payments
due monthly; interest rate of
12 percent fixed, maturing
March 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 9.5 percent variable,
maturing June 1, 2007 2,440 2,455
- -----------------------------------------------------------------
Total notes payable $ 3,340 $ 3,355
=================================================================
(6) 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
$1,005,670.93. The judgements involve damages and injuries
allegedly suffered by the plaintiffs as a result of an
altercation between the plaintiffs, other third parties and
20
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 has retained legal counsel to set aside the defaults
and any default judgements which may have been entered, due to
the lack of proper service and notice. The Partnership has
tendered this action to its liability insurance carrier for legal
and liability coverage. Management believes that it should be
able to successfully have the default judgement set aside and
intends to vigorously defend any future actions related to this
matter. Management believes that even if the plaintiffs prevail
in these actions, the Partnership's insurance coverage and/or the
security company's insurance carrier should prevent the
Partnership from suffering a material loss from these
proceedings.
21
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 $(82,000) and $(2.12) for the nine months ended September
30, 1997 and losses of ($1,165,000) and $(30.08) for the nine
months ended September 30, 1996. The decrease in losses from
September 30, 1996 to September 30, 1997 is primarily the result
of a decrease in share of losses in unconsolidated investees.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1997, the Partnership had $2,001,000 in cash and
interest-bearing deposits. The Partnership had no unfunded loan
commitments to nonaffiliates at September 30, 1997. 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 and customers during the first nine
months of 1997 totaling $773,000 and received payoffs and
paydowns on loans totaling $323,000. During the first nine
months of 1997, the Partnership received proceeds from the sale
of real estate owned of $929,000.
The Partnership's notes payable commitments for the next twelve
months consist of interest and principal payments due of
approximately $1,226,000. Included in this amount is a $900,000
balloon payment due March 1, 1998. Although the Partnership has
been successful in extending this note in the past, it is
considering using cash reserves to pay off the 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 $135,000 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 judgement 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 and/or sale of real estate owned could 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
In recent years, most of the nonaffiliated loans have been repaid
to the Partnership and interest income on loans to nonaffiliates
is no longer a major contributor to the Partnership's revenue.
Interest income on loans to nonaffiliates, including fees
increased to $89,000 and $34,000 for the nine and three months
ended September 30, 1997 from $76,000 and $29,000 for the nine
and three months ended September 30, 1996, respectively. The
increase in interest income on loans from 1996 to 1997 is due to
the receipt of cash basis interest income from loans on
nonaccrual.
Interest income on loans to unconsolidated investees, including
fees totaled $20,000 and $13,000 for the nine and three months
ended September 30, 1997 and $100,000 and $39,000 for the nine
and three months ended September 30, 1996, respectively. The
decrease for 1997 is due to all but one of the loans to
unconsolidated investees being placed on nonaccrual. Interest
income on loans to unconsolidated investees represents interest
earned on the Silverwood loans.
The outstanding principal balance of loans on nonaccrual at
September 30, 1997 totaled $2,267,000 as compared with $3,950,000
at September 30, 1996. 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 1997 and
1996 on the affiliated and nonaffiliated nonacrual loans,
interest income would have been approximately $362,000 and
$454,000 higher than was actually reported for those periods.
The real estate owned balance at September 30, 1997 and 1996 was
$8,760,000 and $11,313,000, 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,
1997 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 32,431 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, 1997 are $314,000 and
$135,000 respectively. The Partnership has recorded a $289,000
deferred profit 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, 1997 are
$461,000 and $132,000, respectively. The Partnership had
recorded a $365,000 allowance for losses related to this loan as
of September 30, 1997.
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 has discontinued negotiations with the
borrower to discount the note to facilitate a sale or deed the
property to the Partnership due to the depressed value of the
property and the amount of the delinquent bonds and taxes. Due
to the condition of and the debt on the property, management has
not commenced with foreclosure proceedings. Should the property
be lost to a tax sale, management has established a $294,000
allowance for losses related to this loan as of September 30,
1997. The principal balance and nonaccrued interest at September
30, 1997 are $294,000 and $196,000, respectively.
During 1994, the Partnership foreclosed on a note secured by a
first trust deed on a two-story office building and third trust
deed on a residence, all located in Sacramento, California. The
two-story office building was sold in January 1995 and the
Partnership retained the note secured by the third trust deed.
The borrower prepaid interest for one year and since then has
been consistently delinquent. The principal, accrued and
nonaccrued interest balances at September 30, 1997 are $92,000,
$2,000 and $1,000, respectively. The Partnership has recorded a
reduction of $81,000 against the principal balance which
represents previously nonaccrued interest.
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 and participating
principal balance at September 30, 1997 were $1,250,000 and
$1,055,000, respectively. The nonaccrued interest balances of
these notes as of September 30, 1997 were $367,000 and $302,000,
respectively. As discussed in note 4, the Partnership has
reduced the carrying value of these notes by $2,305,000, a
portion of its share of losses from this unconsolidated investee.
During 1994 and 1995, LCR evaluated various alternative
strategies for liquidating its investment in the 179 lots in
Lancaster. During 1994, LCR determined that its best course of
action appeared to be the full-scale buildout and sale of single-
family homes since the market for finished lots had fallen so
significantly. LCR obtained construction financing commitments
from CMIF and the Partnership and entered into a joint venture
agreement entitled Silverwood with Home Devco to construct and
sell single-family homes at the project. The joint venture began
constructing a model home complex at the project in June 1995.
Construction commenced in September 1995 on Phase I and February
1997 on Phase II at the project. At September 30, 1997, the
Partnership holds a 50 percent participation in three notes and a
100 percent ownership in a fourth note due from Silverwood
consisting of a land development loan, a model home loan and two
home construction loans with a combined disbursed balance of
$2,165,000. The Partnership's disbursed balance of the
$3,265,700 development loan at September 30, 1997 is $1,127,000.
The Partnership had applied $347,000 of cumulative losses from
unconsolidated investees against the carrying value of the note
as of the same date. The Partnership's disbursed balance of the
$490,000 model loan at September 30, 1997 is $239,000. The
Partnership's disbursed balance of the $1,034,000 Phase I
construction loan at September 30, 1997 is $170,000. The
Partnership's disbursed balance of the $870,000 Phase II
construction loan at September 30, 1997 is $628,000.
Sales volumes of new homes in the Lancaster area have continued
to decline since 1995 while sales prices have remained relatively
flat and construction costs have increased. This has caused a
further decline in the value of finished lots and a reduction in
the anticipated net proceeds the Partnership expects to realize
from the buildout of homes at the project. Additionally,
Silverwood closed escrow on only eight homes as of the date of
this report, far less than originally anticipated. As a result
of these factors, LCR has recorded a $4,019,000 allowance for
losses on real estate investments.
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 $411,000 during the first
nine months of 1997. However, property taxes were approximately
$32,000 lower than 1996 due to a refund and retroactive reduction
in assessments which were recorded during the nine months ended
September 30, 1997. The property's net carrying value before
allowance for possible losses was $4,628,000 at September 30,
1997. The property is currently 98 percent leased. The property
is encumbered by a note of $2,440,000, secured by a first trust
deed on the property. The Partnership is marketing this property
for sale. The Partnership had recorded a $921,000 allowance for
losses related to this property as of September 30, 1997.
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
March 1, 1998. The Partnership continues to finalize the
entitlement processing, flood issues and provide for utility
services for the property. As these issues are finalized and the
demand for development land in the area returns, the Partnership
intends to list the property for sale. At September 30, 1997,
the carrying value before allowance for possible losses of this
asset was $2,822,000 and the Partnership had recorded a
$1,134,000 allowance for losses related to this project.
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
39,185 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. During the second quarter of 1997, the
property was placed in escrow for a purchase price of $1,000,000.
Escrow closed during July with net proceeds received of $929,000.
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 and 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, 1997, the Partnership
had sold seven condominiums and is attempting to sell the
remaining units. During the fourth quarter, escrow was opened on
one of the units, however, there is no assurance that the escrow
will actually close. The carrying value before allowance for
possible losses at September 30, 1997 is $1,310,000 and the
Partnership had recorded a $381,000 allowance for losses related
to this project.
INTEREST ON INTEREST-BEARING DEPOSITS
Interest earned on interest-bearing deposits totaled $53,000 and
$16,000 for the nine and three months ended September 30, 1997
and $71,000 and $23,000 for the nine and three months ended
September 30, 1996, respectively. Interest on interest-bearing
deposits represents interest earned on Partnership funds
invested, for liquidity, in time certificate and money market
deposits. The decrease in income on interest-bearing deposits is
principally due to decreased average cash balances for the nine
months ended September 30, 1997.
INCOME FROM OPERATIONS OF REAL ESTATE OWNED
Income from operations of real estate owned consists of operating
revenues of $597,000 and $161,000 for the nine and three months
ended September 30, 1997 and $584,000 and $190,000 for the nine
and three months ended September 30, 1996, respectively. These
revenues are from the Upland shopping center and the auto retail
center in Corona. The increase for 1997 is due to rent received
from an additional tenant beginning the third quarter of 1996 at
the Upland shopping center.
PROVISION FOR POSSIBLE LOSSES
There was no provision for possible losses for the nine and three
months ended September 30, 1997. The provision for losses for
both the nine and three months ended September 30, 1996 was
$200,000 and related to the single-family development project
owned by LCR. LCR recorded this reserve at year end 1996 and the
Partnership reversed this provision. 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 charge-offs, if any. Management believes that the
allowance for possible losses at September 30, 1997 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.
There was no share of provision for losses recorded by
unconsolidated investees for the nine and three months ended
September 30, 1997. The Partnership's share of other losses
recorded by unconsolidated investees was $91,000 and $37,000 for
the nine and three months ended September 30, 1997 and $341,000
and $104,000 for the nine and three months ended September 30,
1996, respectively. The share of other losses during 1996
consists primarily of interest expense related to the 283 acres
in Bakersfield owned by BKS and marketing and administrative
expenses incurred by LCR. The decrease for 1997 is due to the
write off of the 283 acres in Bakersfield owned by BKS during
1996 and no share of provision for losses recorded by
unconsolidated investees in 1997.
OTHER EXPENSES
Operating expenses from operations of real estate owned were
$114,000 and $48,000 for the nine and three months ended
September 30, 1997 and $201,000 and $59,000 for the nine and
three months ended September 30, 1996, respectively. The
expenses were associated with the Upland shopping center and the
auto retail center in Corona. The decrease for 1997 is due to
asphalt and roofing expenses for 1996 which were not required in
1997 and a tax refund received by the Upland shopping center and
the auto retail center in Corona.
Operating expenses from operations of real estate owned paid to
affiliates were $31,000 and $8,000 for the nine and three months
ended September 30, 1997 and $43,000 and $14,000 for the nine and
three months ended September 30, 1996, respectively. The
operating expenses consist of property management fees paid to
affiliates of the general partners. The decrease for 1997 is due
to a decrease in fees paid by the auto retail center in Corona.
Expenses associated with non-operating real estate owned were
$114,000 and $39,000 for the nine and three months ended
September 30, 1997 and $182,000 and $49,000 for the nine and
three months ended September 30, 1996, respectively. The
expenses relate to the 19 acres in Sacramento, the condominiums
in Oxnard, time shares in Oxnard and the 23 acres in Riverside.
The decrease for the nine and three months ended September 30,
1997 is due to a decrease in costs associated with the
condominiums in Oxnard, a decrease in property tax expenses and a
decrease in costs associated with the time shares.
Depreciation and amortization expense was $10,000 and $3,000 for
the nine and three months ended September 30, 1997 and $14,000
and $7,000 for the nine and three months ended September 30,
1996, respectively, related to leasehold improvements at the
Upland shopping center and furniture and fixtures of the
Partnership.
Interest expense was $293,000 and $93,000 for the nine and three
months ended September 30, 1997 and $357,000 and $122,000 for the
nine and three months ended September 30, 1996, respectively.
The interest expense during 1997 and 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 decrease for 1997 is due to the
loan secured by the auto retail center in Corona being placed on
nonaccrual in 1997.
General and administrative expenses, affiliates totaled $156,000
and $49,000 for the nine and three months ended September 30,
1997 and $170,000 and $50,000 for the nine and three months ended
September 30, 1996, respectively. These expenses are primarily
salary allocation reimbursements paid to affiliates. The
decrease for 1997 is due to a decrease in allocation percentages
and a decrease in staffing.
General and administrative expenses, nonaffiliates totaled
$84,000 and $29,000 for the nine and three months ended September
30, 1997 and $76,000 and $21,000 for the nine and three months
ended September 30, 1996, respectively. These expenses consist
of other costs associated with the administration of the
Partnership. The increase for 1997 is primarily due to an
increase in legal costs for the Upland shopping center related to
the refinance of the note secured by the first trust deed.
Mortgage investment servicing fees totaled $3,000 and $1,000 for
the nine and three months ended September 30, 1997 and $3,000 and
$1,000 for the nine and three months ended September 30, 1996,
respectively. This consists of fees paid to Centennial
Corporation for servicing the Partnership's loan portfolio.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
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 $1,005,670.93. The judgements involve 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 has retained legal counsel to set aside the defaults
and any default judgements which may have been entered, due to
the lack of proper service and notice. The Partnership has
tendered this action to its liability insurance carrier for legal
and liability coverage. Management believes that it should be
able to successfully have the default judgement set aside and
intends to vigorously defend any future actions related to this
matter. Management believes that even if the plaintiffs prevail
in these actions, the Partnership's insurance coverage and/or the
security company's insurance carrier should prevent the
Partnership from suffering a material loss from these
proceedings.
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, 1997
By:/s/Ronald R. White
_________________________________
Ronald R. White
General Partner November 14, 1997
By: CENTENNIAL CORPORATION
General Partner
/s/Joel H. Miner
_________________________________
Joel H. Miner
Chief Financial Officer November 14, 1997