-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AP4zPIoAyFlK84plJByCD2N9q5Ei0vBLc3sXvCSY65qZMtFfFtEKTHENNdJ6jhwe To54NQNmj0kKRuSJJmxVig== 0000736980-97-000007.txt : 19971117 0000736980-97-000007.hdr.sgml : 19971117 ACCESSION NUMBER: 0000736980-97-000007 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971114 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTENNIAL MORTGAGE INCOME FUND CENTRAL INDEX KEY: 0000736980 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 330053488 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 002-88588 FILM NUMBER: 97719648 BUSINESS ADDRESS: STREET 1: 1540 S LEWIS STREET CITY: ANAHEIM STATE: CA ZIP: 92805 BUSINESS PHONE: 7145028484225 MAIL ADDRESS: STREET 2: 1540 S LEWIS STREET CITY: ANAHEIM STATE: CA ZIP: 92805 10-Q 1 CENTENNIAL MORTGAGE INCOME FUND 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 EX-27 2 ART. 5 FDS FOR 3RD QUARTER 10-Q
5 1,000 3-MOS DEC-31-1997 SEP-30-1997 2,001 0 3,681 982 0 2,048 0 0 11,140 32 3,340 0 0 0 7,350 11,140 0 765 0 0 0 0 293 (82) 0 (82) 0 0 0 (82) (2.12) (2.12)
-----END PRIVACY-ENHANCED MESSAGE-----