FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from N/A to N/A
Commission File Number: 0-22520
CENTENNIAL MORTGAGE INCOME FUND
(Exact name of registrant as specified in its charter)
California 33-0053488
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1540 South Lewis Street, Anaheim, California 92805
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714)502-8484
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
PART I
ITEM 1. FINANCIAL STATEMENTS
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Consolidated Balance Sheets
March 31, December 31,
1998 1997
Assets (Unaudited)
- -----------------------------------------------------------------
Cash and cash
equivalents $ 2,772,000 $ 1,018,000
Real estate loans
receivable, earning 308,000 782,000
Real estate loans
receivable, nonearning 1,060,000 1,072,000
Real estate loans receivable
from unconsolidated investee,
earning (note 4) 460,000 752,000
Real estate loans receivable
from unconsolidated investee,
nonearning (note 4) 1,279,000 1,241,000
- -----------------------------------------------------------------
3,107,000 3,847,000
Less allowance for possible
loan losses 714,000 714,000
- -----------------------------------------------------------------
Net real estate loans receivable 2,393,000 3,133,000
- -----------------------------------------------------------------
Real estate owned, held
for sale, (note 3) 7,450,000 7,450,000
Real estate owned, insubstance
foreclosed (note 3) --- 1,040,000
- -----------------------------------------------------------------
7,450,000 8,490,000
See accompanying notes to consolidated financial statements
1
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Consolidated Balance Sheets
(Continued)
March 31, December 31,
1998 1997
Assets (Unaudited)
- -----------------------------------------------------------------
Less allowance for
possible losses on
real estate owned 2,055,000 2,354,000
- -----------------------------------------------------------------
Net real estate owned 5,395,000 6,136,000
- -----------------------------------------------------------------
Accrued interest receivable --- 5,000
Due from unconsolidated investee 27,000 58,000
Other assets, net 63,000 47,000
- -----------------------------------------------------------------
$10,650,000 $10,397,000
=================================================================
See accompanying notes to consolidated financial statements
2
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Consolidated Balance Sheets
(Continued)
March 31, December 31,
1998 1997
Liabilities and Partners' Equity (Unaudited)
- -----------------------------------------------------------------
Note payable (note 5) $ 2,417,000 $ 2,421,000
Notes payable to affiliates (note 4) 179,000 73,000
Accounts payable and
accrued liabilities 2,000 20,000
Interest and property taxes
payable on real estate owned 37,000 ---
Interest payable to affiliates on
notes secured by real estate 39,000 39,000
Payable to affiliates (note 4) 1,000 ---
Deferred profit on
equity participation 289,000 289,000
- -----------------------------------------------------------------
Total liabilities 2,964,000 2,842,000
- -----------------------------------------------------------------
Partners' equity (deficit)
-- 38,729 limited partnership
units outstanding as of
March 31, 1998 and December 31, 1997
General partners (525,000) (525,000)
Limited partners 8,211,000 8,080,000
- -----------------------------------------------------------------
Total partners' equity 7,686,000 7,555,000
Contingencies (note 6)
- -----------------------------------------------------------------
$10,650,000 $10,397,000
=================================================================
See accompanying notes to consolidated financial statements
3
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Consolidated Statements of Operations
For the three months ended March 31, 1998 and 1997
1998 1997
(Unaudited) (Unaudited)
- -----------------------------------------------------------------
Revenue:
Interest income on loans
to nonaffiliates,
including fees $ 169,000 $ 27,000
Interest income on loans
to affiliates,
including fees 14,000 1,000
Interest on interest-
bearing deposits 19,000 21,000
Income from operations
of real estate owned 159,000 238,000
Gain on sale of real estate owned 21,000 ---
Other 1,000 6,000
- -----------------------------------------------------------------
Total revenue 383,000 293,000
- -----------------------------------------------------------------
Expenses:
Share of losses
in unconsolidated
investee 54,000 29,000
Operating expenses
from operations
of real estate owned 36,000 37,000
Operating expenses
from operations of
real estate owned
paid to affiliate 8,000 11,000
Expenses associated
with non-operating
real estate owned 35,000 44,000
Depreciation and
amortization expense 2,000 3,000
Interest expense 67,000 103,000
See accompanying notes to consolidated financial statements
4
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Consolidated Statements of Operations
(Continued)
For the three months ended March 31, 1998 and 1997
1998 1997
(Unaudited) (Unaudited)
- -----------------------------------------------------------------
General and administrative,
affiliates 51,000 51,000
General and administrative,
nonaffiliates 22,000 17,000
Mortgage investment servicing
fees paid to affiliate 1,000 1,000
- -----------------------------------------------------------------
Total expenses 276,000 296,000
- -----------------------------------------------------------------
Income (loss) before
minority interest 107,000 ( 3,000)
Minority interest 24,000 44,000
- -----------------------------------------------------------------
Net income $ 131,000 $ 41,000
=================================================================
Net income per limited
partnership unit $ 3.38 $ 1.06
=================================================================
See accompanying notes to consolidated financial statements
5
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Consolidated Statement of Partners' Equity
For the three months ended March 31, 1998
Total
General Limited Partners'
Partners Partners Equity
(Unaudited) (Unaudited) (Unaudited)
- -----------------------------------------------------------------
Balance at
December 31, 1997 $ (525,000) $ 8,080,000 $ 7,555,000
Net income --- 131,000 131,000
- -----------------------------------------------------------------
Balance at
March 31, 1998 $ (525,000) $ 8,211,000 $ 7,686,000
=================================================================
See accompanying notes to consolidated financial statements
6
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Consolidated Statements of Cash Flows
For the three months ended March 31, 1998 and 1997
1998 1997
(Unaudited) (Unaudited)
- -----------------------------------------------------------------
Cash flows from
operating activities:
Net income $ 131,000 $ 41,000
Adjustments to reconcile
net income to net cash
provided by (used in)
operating activities:
Interest accrued
to principal (14,000) (1,000)
Depreciation and
amortization 2,000 3,000
Minority interest (24,000) (44,000)
Equity in losses of
unconsolidated investee 54,000 29,000
Gain on sale of real
real estate owned (21,000) ---
Amortization of unearned
Loan fees (5,000) ---
Changes in assets
and liabilities:
(Increase) decrease in accrued
interest receivable 5,000 (1,000)
Increase in other assets (18,000) (62,000)
Decrease in accounts
payable and accrued
liabilities (18,000) (3,000)
Increase in interest
and taxes payable
on real estate owned 37,000 43,000
(Increase) decrease in due
from unconsolidated investee 31,000 (10,000)
See accompanying notes to consolidated financial statements
7
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Consolidated Statements of Cash Flows
(Continued)
For the three months ended March 31, 1998 and 1997
1998 1997
(Unaudited) (Unaudited)
- -----------------------------------------------------------------
Increase in payable
to affiliates 1,000 ---
- -----------------------------------------------------------------
Net cash provided by
(used in)operating
activities 161,000 (5,000)
- -----------------------------------------------------------------
Cash flows from
investing activities:
Principal collected
on loans 826,000 53,000
Advances on loans made to
unconsolidated investee (114,000) (179,000)
Advances on loans
made to customers (7,000) ---
Capital expenditures
for real estate owned --- (1,000)
Proceeds from sale of
real estate owned 762,000 ---
- -----------------------------------------------------------------
Net cash provided by (used in)
investing activities 1,467,000 (127,000)
- -----------------------------------------------------------------
Cash flows from
financing activities:
Proceeds from notes
payable to affiliates 130,000 1,000
Principal payments
on notes payable (4,000) ---
- -----------------------------------------------------------------
See accompanying notes to consolidated financial statements
8
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Consolidated Statements of Cash Flows
(Continued)
For the three months ended March 31, 1998 and 1997
1998 1997
(Unaudited) (Unaudited)
- -----------------------------------------------------------------
Net cash provided by
financing activities 126,000 1,000
- -----------------------------------------------------------------
Net increase (decrease)
in cash and
cash equivalents 1,754,000 (131,000)
Beginning cash and
cash equivalents 1,018,000 1,712,000
- -----------------------------------------------------------------
Ending cash and cash
equivalents $ 2,772,000 $ 1,581,000
=================================================================
Supplemental schedule of
cash flow information:
Cash paid during
the quarter for:
Interest $ 65,000 $ 100,000
See accompanying notes to consolidated financial statements
9
CENTENNIAL MORTGAGE INCOME FUND AND SUBSIDIARIES
A Limited Partnership
Notes to Consolidated Financial Statements
(Unaudited)
March 31, 1998 and 1997
(1) BUSINESS
Centennial Mortgage Income Fund (the "Partnership") initially
invested in commercial, industrial and residential income-
producing real property through mortgage investments consisting
of participating first mortgage loans, other equity participation
loans, construction loans, and wrap-around and other junior
loans. The Partnership's underwriting policy for granting credit
was to fund loans secured by first and second deeds of trust on
real property. The Partnership's area of concentration is in
California. In the normal course of business, the Partnership
participated with other lenders in extending credit to single
borrowers; the Partnership did this in an effort to decrease
credit concentrations and provide a greater diversification of
credit risk.
As of March 31, 1998, a majority of the loans secured by
operating properties have been repaid to the Partnership.
However, during the early 1990's, real estate market values for
undeveloped land in California 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.
10
Results for the three months ended March 31, 1998 and 1997 are
not necessarily indicative of results which may be expected for
any other interim period, or for the year as a whole.
Information pertaining to the three months ended March 31, 1998
and 1997 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, 1997 on file with the Securities and
Exchange Commission, provide additional disclosures and a further
description of accounting policies.
Net Income per Limited Partnership Unit
Net income 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 March 31, 1998, the carrying value of loans that are
considered to be impaired totaled $2,557,000 (of which $2,339,000
were on nonaccrual status). At March 31, 1998, the allowance for
possible loan losses related to loans considered impaired totaled
$714,000. There were five loans to an unconsolidated investee
11
considered impaired for which there is no related allowance for
possible loan losses at March 31, 1998. However, the
unconsolidated investee has recorded an allowance for losses of
$4,148,000 and the Partnership's proportionate share of losses in
unconsolidated investee reflects the majority of this allowance.
One of the loans receivable is recorded with a corresponding
deferred profit liability of $289,000. There was a $121,000
investment in impaired loans during the three months ended March
31, 1998. For the three months ended March 31, 1998, the
Partnership recognized interest income on impaired loans of
$159,000 which included $151,000 of interest income recognized
using the cash basis method of income recognition.
(3) REAL ESTATE OWNED
Real estate owned consists of the following:
(dollars in thousands)
March 31, December 31,
1998 1997
- -----------------------------------------------------------------
1. Shopping Center in Upland, CA $ 4,628 $ 4,628
2. 19 acres in Sacramento, CA 2,822 2,822
3. Condominiums in Oxnard, CA --- 1,040
- -----------------------------------------------------------------
Total real estate owned $ 7,450 $ 8,490
=================================================================
Prior to its sale, property No. 3 was accounted for as
insubstance foreclosure under SFAS 118 as the Partnership did not
hold legal title to this property, but the borrower surrendered
the collateral to the control of the Partnership.
(4) TRANSACTIONS WITH AFFILIATES
Under the provisions of the Partnership Agreement, Centennial
Corporation ("CC") 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 $1,000 of
mortgage investment servicing fees for the three months ended
March 31, 1998 and 1997, respectively.
Under the provisions of the Partnership Agreement, the general
partners are to receive compensation for their services in
12
supervising the affairs of the Partnership. This partnership
management compensation shall be equal to 10 percent of the cash
available for distribution, as defined in the Partnership
Agreement. The general partners will not receive this
compensation until the limited partners have received a 12
percent per annum cumulative return on their adjusted invested
capital but are entitled to receive a 5 percent interest in cash
available for distribution in any year until this provision has
been met. Adjusted invested capital is defined as the original
capital invested less distributions from mortgage reductions.
Payments to the general partners have been limited to 5 percent
of cash available for distribution as the limited partners have
not yet received their 12 percent per annum cumulative return.
Under this provision of the Partnership Agreement, no
distributions were paid to the general partners during the three
months ended March 31, 1998 or 1997.
The Partnership owns 50 percent of the outstanding capital stock
of a corporation which has not been consolidated in the
accompanying financial statements, LCR Development, Inc.,
("LCR"). The balance of outstanding capital stock in this
corporation is owned by Centennial Mortgage Income Fund 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 this corporation and joint venture. Under the
equity method of accounting, these loans are a component of the
Partnership's investment in LCR, and therefore, the Partnership
has recorded losses by LCR as a reduction of the carrying value
of these loans receivable.
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
March 31, 1998 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 March 31,
1998. The Partnership has not accrued its share of interest on
these notes which was approximately $759,000 as of March 31,
1998.
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 March 31,
1998, the Partnership holds a 50 percent participation in four
13
notes, due from Silverwood including a land development loan, a
model home loan and two home construction loans. The
Partnership's disbursed balance of the $3,265,700 development
loan at March 31, 1998, is $1,304,000 and the Partnership had
applied $435,000, 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 March 31, 1998 is $239,000. At March 31,
1998 the Partnership's disbursed balance of the $1,034,000 Phase
I construction loan is $171,000. At March 31, 1998, the
Partnership's disbursed balance of the $870,000 Phase II
construction loan is $460,000.
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
March 31, 1998 and for the three months ended March 31, 1998 and
1997:
14
LCR Development, Inc.
Consolidated Balance Sheet
(Unaudited)
March 31,
Assets 1998
- -----------------------------------------------------------------
Cash $ 23,000
Restricted cash 20,000
Real estate owned, held for investment 6,657,000
Less allowance for losses
on real estate investment 4,148,000
- -----------------------------------------------------------------
Net real estate owned 2,509,000
Organization costs 1,000
- -----------------------------------------------------------------
$ 2,553,000
=================================================================
Liabilities and Stockholders' Deficit
- -----------------------------------------------------------------
Notes payable to affiliates
CMIF $ 4,479,000
CMIF II 2,214,000
- -----------------------------------------------------------------
Total notes payable 6,693,000
Accounts payable and accrued liabilities 9,000
Interest and taxes payable on real property 1,544,000
Payable to affiliates 46,000
- -----------------------------------------------------------------
Total liabilities 8,292,000
Stockholders' deficit (5,739,000)
- -----------------------------------------------------------------
$ 2,553,000
=================================================================
15
LCR Development, Inc.
Consolidated Statement of Operations
(Unaudited)
Three months Three months
ended ended
March 31, 1998 March 31, 1997
- -----------------------------------------------------------------
Housing sales $ 418,000 $ 92,000
Cost of housing sales 383,000 104,000
Provision for losses 135,000 138,000
Selling and marketing expenses 24,000 29,000
General and administrative expenses 9,000 15,000
- -----------------------------------------------------------------
Operating income (loss) (133,000) (194,000)
Interest expense 105,000 ---
- -----------------------------------------------------------------
Net loss before income taxes (238,000) (194,000)
Income taxes 1,000 1,000
- -----------------------------------------------------------------
Net loss $ (239,000) $ (195,000)
=================================================================
Interest expense not included
in share of losses (131,000) (138,000)
- -----------------------------------------------------------------
Allocable net loss $ (108,000) $ (57,000)
=================================================================
Share of loss recorded $ (54,000) $ (29,000)
=================================================================
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 March 31, 1998,
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 $564,000 and $473,000
at March 31, 1998 and December 31, 1997, respectively, and the
Partnership had cumulatively applied $385,000 and $361,000, 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 August 1, 1998.
16
(5) NOTE PAYABLE
Note payable consists of the following:
(dollars in thousands)
March 31, December 31,
1998 1997
- -----------------------------------------------------------------
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 ,which may
be adjusted based on changes in
the LIBOR rate,
maturing June 1, 2007 $ 2,417 $ 2,421
- -----------------------------------------------------------------
Total note payable $ 2,417 $ 2,421
=================================================================
(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
approximately $1,000,000. The judgements involved 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
17
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. The default judgement has been set aside
and the plaintiff's have appealed. Management intends to
vigorously defend any future actions related to this matter.
Management believes that even if the plaintiff's prevail in these
actions, the Partnership's insurance coverage and/or the security
company's insurance carrier should prevent the Partnership from
suffering a material loss from these proceedings.
There are no other material pending legal proceedings other than
ordinary routine litigation incidental to the Partnership's
business. Based on part of advice of legal counsel, management
does not believe that the results of any of these matters will
have a material impact on the Partnership's financial position or
results of operations.
18
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
GENERAL
The Partnership had net income and net income per limited
partnership unit of $131,000 and $3.38 for the three months ended
March 31, 1998 and $41,000 and $1.06 for the three months ended
March 31, 1997, respectively. The increase in income from March
31, 1997 to March 31, 1998 is primarily the result of a loan
receivable payoff during January 1998 which included the
repayment of $144,000 of previously nonaccrued interest.
Cautionary Statements Regarding Forward-Looking Information
The Partnership wishes to caution readers that the
forward-looking statements contained in this Form 10-Q under
"Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations" and elsewhere in this Form
10-Q involve known and unknown risks and uncertainties which may
cause the actual results, performance or achievements of the
Partnership to be materially different from any future results,
performance or achievements expressed or implied by any forward-
looking statements made by or on behalf of the Partnership. In
connection with the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, the Partnership is
filing the following cautionary statements identifying important
factors that in some cases have affected, and in the future could
cause the Partnership's actual results to differ materially from
those expressed in any such forward-looking statements.
The factors that could cause the Partnership's results to differ
materially include, but are not limited to, general economic and
business conditions, including interest rate fluctuations; the
impact of competitive products and pricing; success of operating
initiatives; adverse publicity; changes in business strategy or
development plans; quality of management; availability, terms and
deployment of capital; the results of financing efforts; business
abilities and judgment of personnel; availability of qualified
personnel; employee benefit costs and changes in, or the failure
to comply with government regulations.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1998, the Partnership had $2,772,000 in cash and
interest-bearing deposits. The Partnership had no unfunded loan
commitments to nonaffiliates at March 31, 1998. During the first
quarter of 1998, the Partnership's principal sources of cash
were: i) $762,000 in proceeds from the sale of real estate owned;
ii)$642,000 in principal and nonaccrued interest payments on
loans receivable; iii) $328,000 in principal reductions on loans
receivable from affiliates (LCR); iv) $130,000 of loan proceeds
from affiliates (CMIF III loans to BNN); v) $115,000 in net
operating income from real estate owned; and vi) $58,000 in other
interest income. The Partnership's principal uses of cash during
the first quarter of 1998 were: i) $114,000 in advances on loans
made to LCR; ii) $65,000 in interest payments; and iii) $73,000
in general and administrative costs.
The Partnership's notes payable commitments for the next year
consist of interest and principal payments due of approximately
$288,000. 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
$142,000 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. 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
reinvestment of proceeds received from the payoff of existing
loans and/or 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 will generate a greater
return to the limited partners than any other strategies
available to the Partnership. During 1995, the Partnership,
through its 50 percent owned corporation, LCR, entered into a
joint venture agreement with Home Devco, Inc. ("Home Devco"), an
affiliated entity, entitled Silverwood Homes ("Silverwood").For
further information see note 4 of Notes to Consolidated Financial
Statements.
Effective with the third quarter of 1991, the Partnership
suspended making any cash distributions to partners due to a
decline in liquidity and the uncertainty of the cash requirements
for existing and potential real estate owned. Pursuant to the
Partnership Agreement, 60 months after the closing of the
offering, cash proceeds from mortgage investments are no longer
available for reinvestment by the Partnership.
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. Until recently, the general partners believed that
the cash proceeds from mortgage reductions and the sale of real
estate owned should be retained by the Partnership until such
time as it was assured that it had sufficient cash to fulfill any
potential operating requirements. Due to the substantial real
estate and loan receivable balances, these potential operating
costs were considered to be very significant. Based upon recent
developments, the general partners have determined that the
Partnership will make a distribution to its limited partners by
the end of July 1998. The amount of this distribution is still
undetermined due to certain pending and proposed escrows
discussed below, but should be at least $2,000,000 or $51 per
limited partner unit.
RESULTS OF OPERATIONS
Management has noted that the long-term downturn in the real
estate industry in California has not only stabilized, it has
improved considerably in many sectors of the market. The
improving real estate markets were a significant factor in the
increased profitability of the Partnership during 1998.
As of March 31, 1998, most of the earning nonaffiliated loans
have been repaid to the Partnership. As a result of these
payoffs, interest income on loans to nonaffiliates is no longer
expected to be a major contributor to the Partnership's future
revenue. However, during the first quarter of 1998, a previously
impaired loan was repaid together with approximately $144,000 in
previously nonaccrued interest. This nonaccrued interest was
recorded as income in the quarter ended March 31, 1998. As a
result, interest income on loans to nonaffiliates, including
fees, increased to $169,000 during the three months ended March
31, 1998 from $27,000 for the comparable three months in 1997.
Interest income on loans to unconsolidated investee, including
fees, totaled $14,000 and $1,000 for the three months ended March
31, 1998 and 1997, respectively. Interest income on loans to
unconsolidated investee represents interest earned on the
Silverwood loans. The increase for 1998 is due to the new Phase
II loan to Silverwood which was funded during the second half of
1997.
The outstanding principal balance of loans on nonaccrual at March
31, 1998 totaled $2,339,000 as compared with $2,566,000 at March
31, 1997. 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 three months of 1998 and 1997 on the
affiliated and nonaffiliated nonaccrual loans, interest income
would have been approximately $113,000 and $133,000 higher than
was actually reported for those periods.
Real estate loans receivable, earning is comprised of two loans
totaling $308,000 as of March 31, 1998 that are performing.
However, one of the loans totaling $218,000 was classified as
impaired. The value of the underlying collateral of this loan
has declined substantially and the loan has been offset by a
$30,000 allowance for losses as of March 31, 1998.
Real estate loans receivable, nonearning is comprised of four
past due or renegotiated loans totaling $1,060,000 as of March
31, 1998. These loans are offset by $973,000 in deferred profit
and allowance for possible losses. Most of the borrowers have
little or no equity in the underlying collateral for the loans
and as a result, these loans effectively represent an investment
in the real estate held as collateral. Therefore, these loans
are carried on the balance sheet at the fair value of the
collateral or have been fully reserved.
Real estate loans receivable from unconsolidated investees,
earning and nonearning represent loans to LCR, an unconsolidated
corporation 50 percent owned by the Partnership, and loans to
Silverwood homes, a subsidiary of LCR.
The real estate owned balance before allowance for possible
losses at March 31, 1998 and 1997 was $7,450,000 and $11,361,000,
respectively. The balance at March 31, 1998 is comprised of two
properties and is offset by a $2,055,000 allowance for possible
losses. One of the three properties held at December 31, 1997
was sold during the quarter ended March 31, 1998 and the
Partnership received approximately $762,000 in net cash proceeds
from the sale.
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 March 31, 1998
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 March 31, 1998 were $376,000 and $154,000
respectively. The Partnership has recorded a reduction of
$62,000 against the $376,000 principal balance which represents
previously nonaccrued interest and has also recorded a $289,000
deferred profit in connection with this loan. Additionally, due
to the recent operating history of the property and the large
lien on the property which is senior to the Partnership's note,
an allowance for possible losses of $25,000 has also been
recorded against this note.
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 a major tenant, the
borrower has been unable to make full monthly interest payments
in accordance with the original note terms. Management has
worked out a forbearance agreement with the borrower for payments
equal to the net cash flow from the property. The remaining
interest due has been placed on nonaccrual. The Partnership's
share of the principal balance and nonaccrued interest at March
31, 1998 were $461,000, and $153,000, respectively.
The Partnership has recorded a $365,000 allowance for possible
losses against this note. The Partnership has been negotiating
a possible discounted payoff of this note in conjunction with a
proposed sale of the property. The amount of the payoff, if it
is finalized, would exceed the current net carrying value of the
note. However, there is no assurance that these negotiations
will ultimately result in a payoff of the note.
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. Given the depressed value of the property and the
amount of the delinquent bonds and taxes, the Partnership has
elected not to foreclose on this property and has established an
allowance for losses of $294,000, to fully reserve the carrying
value of the note. The principal balance and nonaccrued interest
at March 31, 1998 are $294,000 and $219,000, 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. These two
loans reflect the majority of the cost basis of 179 residential
lots which LCR contributed to Silverwood. LCR's only source of
repayment of these notes is the excess, if any, of proceeds from
the sale of the fully developed lots over the amount of secured
debt. Due to the continuing decline in value of the lots,
management does not expect that either of these notes will ever
be repaid. As a result, the loans have been placed on
nonaccrual. As of March 31, 1998, the principal balance and
nonaccrued interest balances of the $1,250,000 note were
$1,250,000 and $416,000, respectively. The Partnership's share
of the principal and nonaccrued balances of the $2,115,000 note
as of the same date were $1,055,000 and $344,000, respectively.
As discussed in note 4 of Notes to Consolidated Financial
Statements, 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 had evaluated various alternative
strategies for liquidating its investment in the 179 lots in
Lancaster. During 1995, 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 the Partnership and Centennial Mortgage Income Fund II
("CMIF II"), an affiliate. LCR entered into a joint venture
agreement entitled Silverwood with Home Devco to construct and
sell single-family homes at the project.
Silverwood began constructing a model home complex at the project
in June 1995. Construction commenced in September 1995 on Phase
I at the project. Construction of Phase II of the project was
commenced in February 1997. At March 31, 1998, the Partnership
holds a 50 percent participation in three notes and a 100 percent
interest 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
$2,174,000. The Partnership's disbursed balance of the
$3,266,000 development loan at March 31, 1998 was $1,304,000.
The Partnership's disbursed balance of the $490,000 model loan at
March 31, 1998 was $239,000. At March 31, 1998, the
Partnership's disbursed balance of the $1,034,000 Phase I
construction loan was $171,000. At March 31, 1998 the
Partnership's disbursed balance of the $870,000 Phase II
construction loan was $460,000. As discussed in note 4 of Notes
to Consolidated Financial Statements, the Partnership had reduced
the carrying value of the land development loan by $434,000, the
remainder of its share of losses in unconsolidated investees.
Sales volumes of new homes in the Lancaster area have continued
to remain sluggish 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
it might realize from the buildout of homes at the project.
Additionally, Silverwood closed escrow on only two homes during
the twelve calendar months of 1996, seven homes during the twelve
calendar months of 1997, and three homes during the first quarter
of 1998, far less than originally anticipated. As a result of
these factors, LCR recorded a $207,000, $2,516,000 and $1,077,000
provision for losses on real estate investments during the years
ended December 31, 1997, 1996 and 1995, respectively.
Additionally, Silverwood has entered into a purchase and sale
agreement to sell the 157 remaining undeveloped lots and intends
to cease its homebuilding activities. The pending transaction
requires the Partnership and CMIF II provide financing to the
buyer and is not expected to result in any significant gain or
loss. There is no assurance that this transaction will
ultimately close escrow.
Real Estate Owned
A description of the Partnership's principal real estate owned
and loan classified as insubstance foreclosure during the quarter
ended March 31, 1998 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 $115,000 during the three
months ended March 31,1998 and its carrying value before
allowance for possible losses was $4,628,000 at March 31, 1998.
The property is encumbered by a note of $2,417,000, secured by a
first trust deed on the property. The Partnership oversees the
management and leasing of the property which is currently 96
percent leased. The Partnership had recorded a $776,000
allowance for losses related to this property as of March 31,
1998.
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
located in the North Natomas area and is zoned for light-
industrial commercial use. 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 March 31, 1998, the
carrying value before allowance for possible losses of this asset
was $2,822,000 and the Partnership had recorded a $1,279,000
allowance for losses related to this project.
4 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
borrower signed over control to the second trust deed holder in
December 1992 and the second trust deed holder, an affiliate,
abandoned the property. At that time, the Partnership controlled
the property and began receiving 100 percent of all sales
proceeds net of selling costs. As a result, the Partnership
recorded an insubstance foreclosure on these 12 condominiums. As
of December 31, 1997, the Partnership still owned four of the
twelve units. During the three months ended March 31, 1998, the
Partnership sold these remaining four units. These sales
generated approximately $762,000 in net cash proceeds and
resulted in a $21,000 gain on sale, after charging off the
previously recorded $299,000 allowance for losses against the
property.
INTEREST ON INTEREST-BEARING DEPOSITS
Interest earned on interest-bearing deposits totaled $19,000 and
$21,000 for the three months ended March 31, 1998 and 1997,
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 cash balances for the three months ended March 31,
1998.
INCOME FROM OPERATIONS OF REAL ESTATE OWNED
Income from operations of real estate owned consists of rental
income of $159,000 and $238,000 for the three months ended March
31, 1998 and 1997, respectively. The 1997 revenues are from the
Upland shopping center and the auto retail center in Corona while
the 1998 revenues include only the Upland shopping center due to
sale of the auto retail center in the third quarter of 1997.
PROVISION FOR POSSIBLE LOSSES
There was no provision for possible losses for the three months
ended March 31, 1998 or 1997. 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 March 31, 1998 is adequate to absorb the known
and inherent risk in the Partnership's loan and real estate owned
portfolio.
SHARE OF LOSSES IN UNCONSOLIDATED INVESTEE
The Partnership has invested in a corporation in which it has
less than a majority ownership and accounts for this investment
using the equity method. The Partnership's share of losses in
this unconsolidated investee was $54,000 and $29,000 for the
three months ended March 31, 1998 and 1997, respectively. The
share of losses consists primarily of provisions for losses on
real estate investments and interest expense related to the 179
lots in Lancaster owned by LCR. The inrease for 1998 is due to
an increase in interest expense recorded by LCR during 1998.
OTHER EXPENSES
Operating expenses from operations of real estate owned were
$36,000 and $37,000 for the three months ended March 31, 1998 and
1997, respectively. The 1997 expenses were associated with both
the Upland shopping center and the auto retail center in Corona
while the 1998 expenses excluded the auto retail center. The
1998 expense for Upland actually increased $17,000. The increase
was due to a retroactive $15,000 property tax refund received
during 1997 (this refund resulted from a valuation appeal by the
Partnership and was recorded as an offset against 1997 expenses)
and additional roofing expenses incurred in 1998 which were not
required in 1997. The Upland increase was offset by the decrease
due to the sale of the auto retail center.
Operating expenses from operations of real estate owned paid to
affiliates were $8,000 and $11,000 for the three months ended
March 31, 1998 and 1997, respectively. The operating expenses
consist of property management fees paid to affiliates of the
general partners.
Expenses associated with non-operating real estate owned were
$35,000 and $44,000 for the three months ended March 31, 1998 and
1997, respectively. The expenses relate to the 19 acres in
Sacramento and the condominiums in Oxnard. The decrease for the
three months ended March 31, 1998 is due to a decrease in
consulting services related to entitlement work on the 19 acres.
Depreciation and amortization expense was $2,000 and $3,000 for
the three months ended March 31, 1998 and 1997, respectively,
related to leasehold improvements at the Upland Shopping Center
and furniture and fixtures of the Partnership.
Interest expense was $67,000 and $103,000 for the three months
ended March 31, 1998 and 1997, respectively. The interest
expense during 1997 relates to both the Upland Shopping Center,
the 19 acres in Sacramento, California. In December 1997, the
loan secured by the 19 acres in Sacramento was repaid.
Accordingly, interest expense during 1998 no longer includes
interest on this note which caused the decrease from 1997 to
1998.
General and administrative expenses, affiliates totaled $51,000
and $51,000 for the three months ended March 31, 1998 and 1997,
respectively. These expenses are primarily salary allocation
reimbursements paid to affiliates.
General and administrative expenses, nonaffiliates totaled
$22,000 and $17,000 for the three months ended March 31, 1998 and
1997, respectively. These expenses consist of other costs
associated with the administration of the Partnership. The
increase for 1998 is primarily due to an increase in professional
fees.
Mortgage investment servicing fees totaled $1,000 for both the
three months ended March 31, 1998 and 1997, respectively. This
consists of fees paid to Centennial Corporation for servicing the
Partnership's loan 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 May 15, 1998
By:/s/Ronald R. White
_________________________________
Ronald R. White
General Partner May 15, 1998
By: CENTENNIAL CORPORATION
General Partner
/s/Joel H. Miner
_________________________________
Joel H. Miner
Chief Financial Officer May 15, 1998