10-Q 1 cmif2-630.txt 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 June 30, 2001 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from N/A to N/A Commission File Number: 0-15448 CENTENNIAL MORTGAGE INCOME FUND II (Exact name of registrant as specified in its charter) California 33-0112106 (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 II AND SUBSIDIARIES A Limited Partnership Consolidated Balance Sheets

See accompanying notes to consolidated financial statements 1 CENTENNIAL MORTGAGE INCOME FUND II AND SUBSIDIARIES A Limited Partnership Consolidated Statements of Operations (Unaudited)

See accompanying notes to consolidated financial statements 2 CENTENNIAL MORTGAGE INCOME FUND II AND SUBSIDIARIES A Limited Partnership Consolidated Statement of Partners' Equity

See accompanying notes to consolidated financial statements 3 CENTENNIAL MORTGAGE INCOME FUND II AND SUBSIDIARIES A Limited Partnership Consolidated Statements of Cash Flows

See accompanying notes to consolidated financial statements 4 CENTENNIAL MORTGAGE INCOME FUND II AND SUBSIDIARIES A Limited Partnership Notes to Consolidated Financial Statements (Unaudited) June 30, 2001 and 2000 (1) BUSINESS Centennial Mortgage Income Fund II (the "Partnership") was formed in 1985 and 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 June 30, 2001, all of the Partnership's loans have been repaid or charged off. However, during the early 1990's, real estate market values for undeveloped land in California declined severely. As the loans secured by undeveloped land became delinquent, the Partnership elected to foreclose on certain of these loans, thereby increasing real estate owned balances. As a result, the Partnership became a direct investor in this real estate. The real estate owned balance before allowance for possible losses as of December 31, 2000 and June 30, 2001 had been reduced to $1,511,000. As required by the Partnership Agreement, the Partnership is currently in the repayment stage, and as a result, cash proceeds from mortgage investments are no longer available for reinvestment. (2) BASIS OF PRESENTATION The consolidated financial statements are unaudited and reflect all adjustments, consisting only of normal recurring accruals, which are, in the opinion of management, necessary for a fair statement of the results of operations for the interim periods. Results for the six and three months ended June 30, 2001 and 2000 are not necessarily indicative of results which may be expected for any other interim period, or for the year as a whole. Information pertaining to the six and three months ended June 30, 2001 and 2000 is unaudited and condensed inasmuch as it does not include all related footnote disclosures. The consolidated financial statements do not include all information and footnotes necessary for fair presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America. Notes to consolidated financial statements included in Form 10-K for the year ended December 31, 2000 on file with the Securities and Exchange Commission, provide additional disclosures and a further description of accounting policies. 5 Financial Information about Industry Segments Given that the Partnership is in the process of liquidation, the Partnership has identified only one operating business segment which is the business of asset liquidation. Net Loss per Limited Partnership Unit Net loss per limited partnership unit was based on the weighted average number of limited partnership units outstanding of 29,141 for all periods presented. (3) REAL ESTATE OWNED Real estate owned consists of the following: (dollars in thousands) June 30, December 31, 2001 2000 ---------------------------------------------------------------------------- 1. Aproximately 18 acres of unimproved land in Sacramento, CA 1,511 1,511 ---------------------------------------------------------------------------- Total real estate owned $ 1,511 $ 1,511 ============================================================================ (4) TRANSACTIONS WITH AFFILIATES Under the provisions of the Partnership Agreement, the general partners are to receive compensation for their services in supervising the affairs of the Partnership. This partnership management compensation shall be equal to 10 percent of the cash available for distribution, as defined in the Partnership Agreement. The general partners will not receive this compensation until the limited partners have received a 12 percent per annum cumulative return on their adjusted invested capital, but are entitled to receive a 5 percent interest in cash available for distribution in any year until this provision has been met. Adjusted invested capital is defined as the original capital invested less distributions from mortgage reductions. Payments to the general partners have been limited to 5 percent of cash available for distribution as the limited partners have not 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 six months ended June 30, 2001 or 2000. (5) CONTINGENCIES There are no material pending legal proceedings. 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. GENERAL References to the "Partnership" in the following discussion refers to Centennial Mortgage Income Fund II and its wholly-owned subsidiaries. The Partnership had net losses and losses per limited partnership unit of $(65,000) and $(2.23)) for the six months ended June 30, 2001, respectively, and $(40,000) and $(1.37) for the six months ended June 30, 2000, respectively. Cautionary Statements Regarding Forward-Looking Information The Partnership wishes to caution readers that the forward-looking statements contained in this Form 10-Q under "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this Form 10-Q involve known and unknown risks and uncertainties which may cause the actual results, performance or achievements of the Partnership to be materially different from any future results, performance or achievements expressed or implied by any forward-looking statements made by or on behalf of the Partnership. In connection with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, the Partnership is filing the following cautionary statements identifying important factors that in some cases have affected, and in the future could cause the Partnership's actual results to differ materially from those expressed in any such forward-looking statements. The factors that could cause the Partnership's results to differ materially include, but are not limited to, general economic and business conditions, including interest rate fluctuations; 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 June 30, 2001, the Partnership had $1,596,000 in unrestricted cash and interest-bearing deposits. The Partnership had no unfunded loan commitments at June 30, 2001. During the first six months of 2001, the Partnership's principal source of cash was $38,000 in interest income on interest bearing deposits. The Partnership's principal uses of cash during the first six months of 2001 were approximately $95,000 in general and administrative costs and $25,000 in expenses associated with non-operating real estate owned. As of June 30, 2001, the Partnership still held approximately 18 acres of the 43.78 acre parcel in Sacramento. Subsequent to December 31, 2001, the Partnership entered into two separate purchase and sale agreements involving this remaining 18 acres. The buyer in the first transaction failed to make certain required cash deposits into escrow and the Partnership cancelled the sales agreement. The prospective buyer in this first transaction continued to express an interest in consummating the purchase of the property. 7 Subsequent to canceling the first sales agreement, the Partnership entered into a second transaction involving the remainder of the property. This second transaction was subject to numerous contingencies. The buyer in this transaction cancelled the sales contract based upon these contingencies. Subsequently, the first buyer has again entered into negotiations to purchase the property at a higher price, however no contract has been executed yet. The remaining acreage has several characteristics that limit its usefulness to many prospective purchasers, including the configuration of its lot lines and power line easements. The prospective buyers in the transactions discussed above are "end users" and their intended uses of the property are not precluded by these characteristics. Additionally, during the quarter ended June 30, 2001, an accident occurred on the street on which the property is located and a truck involved in the accident overturned on the property, resulting in the spilling of toxic material on a portion of the property. Although the Partnership has contacted the owner of the truck and is negotiating for the owner to clean up the spill, the negotiations and cleanup have not been complete. The presence of toxic material on the property further limit its marketability. The first cancelled agreement provided for an all cash sales price of $1,180,000 and the second cancelled transaction provided for a $1,500,000 all cash purchase price. While the sales prices in both the cancelled transactions are significantly higher than the Partnership's $399,000 carrying value of the property, management is not confident that either buyer will ultimately purchase the property and believes that it may be unable find another buyer in the near future who would be willing to purchase the property for a comparable price. Given management's intention to liquidate the Partnership as soon as practicable, it may elect to sell the remaining property to a developer rather than an "end user" at a lower price than the transactions discussed above if they are not consummated. Accordingly, the Partnership has not adjusted the net carrying value of the property which was $399,000 after allowance for possible losses as of June 30, 2001. The Partnership's principal capital requirements for the next year consist of: (i) real property taxes on real estate owned of approximately $23,000 payable during the next twelve months, and (ii) selling, general and administrative costs. These commitments are expected to be paid from existing cash balances. 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. The general partners have had discussions with legal counsel regarding the amounts of cash balances that would be prudent to be retained by the Partnership at this time. In light of the substantial amount of real estate that the Partnership has held an interest in over the years, there is always the potential for future litigation to arise, particularly in the area of toxic contamination. Although the general partners are not aware of any threatened litigation, or litigation that is likely to arise, they have determined that the Partnership should retain at least $1,000,000 in cash balances to be available to defend the Partnership in any future litigation which may arise. It is expected that these cash balances will be retained until such time as legal counsel advises the general partners that the potential for any future litigation is remote. 8 RESULTS OF OPERATIONS Interest income on loans to nonaffiliates, including fees was $-0- and $21,000 for the six months ended June 30, 2001 and 2000, respectively. The decrease can be attributed to the payoff of the last Partnership loan in October 2000. REAL ESTATE OWNED The real estate owned balances at June 30, 2001 and 2000 were $1,511,000 and $1,997,000, respectively. A description of the Partnership's principal real estate owned follows: 44 Acres in Sacramento, California The Partnership funded a loan in 1987 with a committed amount of $4,000,000 secured by a first trust deed on 43.78 acres in Sacramento, California. The loan was provided for the development of offsite improvements. The maturity date was February 1, 1991. The borrower was unable to obtain construction financing and bring interest current. The Partnership accepted a grant deed on the property on March 10, 1992. The property is zoned for multi-family andlight industrial use. A portion of the property is adjacent to Highway 99 and has good freeway visibility. The Partnership rezoned and subdivided a portion of the property to facilitate one escrow on a 6.5 acre portion of the property without freeway visibility. This transaction closed escrow during the fourth quarter of 1997. During the first quarter of 1999, the Partnership opened escrow on a 9.45 acre portion of the property which also did not have freeway visibility for a purchase price of $900,000. The escrow closed at the end of the second quarter of 1999, generated $842,000 in net cash proceeds and no gain or loss was recorded. Both the parcel sold in 1997 and the parcel sold in 1999 are zoned for residential use. The balance of the property is zoned for industrial/commercial use. The Partnership sold another 7.13 acres parcel of the property in February 2000. The sale generated net sales proceeds of $846,000. The Partnership recorded no gain or loss on this sale. The Partnership sold another 2.65 acre parcel of the property in August 2000. The sale generated net sales proceeds of $486,000. The Partnership recorded no gain or loss on this sale. As of June 30, 2001, the Partnership still held approximately 18 acres of the 43.78 acre parcel in Sacramento. Subsequent to December 31, 2000, the Partnership entered into two separate purchase and sale agreements involving this remaining 18 acres. The buyer in the first transaction failed to make certain required cash deposits into escrow and the Partnership cancelled the sales agreement. The prospective buyer in this first transaction continued to express an interest in consummating the purchase of the property. Subsequent to canceling the first sales agreement, the Partnership entered into a second transaction involving the remainder of the property. This second transaction was subject to numerous contingencies. The buyer in this transaction cancelled the sales contract based upon these contingencies. Subsequently, the first buyer has again entered into negotiations to purchase the property at a higher price, however no contract has been executed yet. The remaining 9 acreage has several characteristics that limit its usefulness to many prospective purchasers, including the configuration of its lot lines and power line easements. The prospective buyers in the transactions discussed above are "end users" and their intended uses of the property are not precluded by these characteristics. Additionally, during the quarter ended June 30, 2001, an accident occurred on the street on which the property is located and a truck involved in the accident overturned on the property, resulting in the spilling of toxic material on a portion of the property. Although the Partnership has contacted the owner of the truck and is negotiating for the owner to clean up the spill, the negotiations and cleanup have not been complete. The presence of toxic material on the property further limit its marketability. The first cancelled agreement provided for an all cash sales price of $1,180,000 and the second cancelled transaction provided for a $1,500,000 all cash purchase price. While the sales prices in both the cancelled transactions are significantly higher than the Partnership's $399,000 carrying value of the property, management is not confident that either buyer will ultimately purchase the property and believes that it may be unable find another buyer in the near future who would be willing to purchase the property for a comparable price. Given management's intention to liquidate the Partnership as soon as practicable, it may elect to sell the remaining property to a developer rather than an "end user" at a lower price than the transactions discussed above if they are not consummated. Accordingly, the Partnership has not adjusted the net carrying value of the property which was $399,000 after allowance for possible losses as of June 30, 2001. INTEREST ON INTEREST-BEARING DEPOSITS Interest on interest-bearing deposits totaled $17,000 and $36,000 for the three months ended June 30, 2001 and 2000, respectively. Interest on interest-bearing deposits totaled $38,000 and $62,000 for the six months ended June 30, 2001 and 2000, respectively. Interest on interest-bearing deposits represents interest earned on Partnership funds invested, for liquidity, in time certificate and money market deposits. The decreases in 2001 are primarily attributable to an decrease in the average balance of cash and cash equivalents that resulted from a $2,127,000 cash distribution to limited partners in October 2000. PROVISION FOR POSSIBLE LOSSES There was no provision for possible losses for the six months ended June 30, 2001 or 2000. The provision for possible losses results from the change in the allowance for possible losses on real estate owned net of chargeoffs, if any. Management believes that the allowance for possible losses at June 30, 2001 is adequate to absorb the known and inherent risk in the Partnership's loan and real estate owned portfolio. OTHER EXPENSES Expenses associated with non-operating real estate owned were $9,000 and $10,000 for the three months ended June 30, 2001 and 2000, respectively. Expenses associated with non-operating real estate owned were $25,000 and $32,000 for the six months ended June 30, 2001 and 2000, respectively. The expenses relate to the 45 acres in Sacramento. The decrease for the three months ended March 31, 2001 is primarily due to a decrease in legal costs associated with the sales transactions involving the Sacramento property discussed above. 10 GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses, affiliates totaled $51,000 and $58,000, respectively, for the six months ended June 30, 2001 and 2000. General and administrative expenses, affiliates totaled $23,000 and $24,000, respectively, for the three months ended June 30, 2001 and 2000. These expenses are primarily salary allocation reimbursements paid to affiliates. The decrease from 2000 to 2001 is due to a decrease in time being spent on the Partnership's affairs by employees of the general partner. General and administrative expenses, nonaffiliates totaled $31,000 and $36,000 for the six months ended June 30, 2001 and 2000, respectively. General and administrative expenses, nonaffiliates totaled $17,000 and $20,000 for the three months ended June 30, 2001 and 2000, respectively. These expenses consist of other costs associated with the administration of the Partnership and real estate owned. The decrease in 2001 is principally due to a decrease in legal fees. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Since the Partnership does not invest in any derivative financial instruments or enter into any activities involving foreign currencies, its market risk associated with financial instruments is limited to the effect that changing domestic interest rates might have on the fair value of its bank deposits. As of June 30, 2001, the Partnership held only cash in checking accounts of $11,000, fixed rate bank deposits with carrying values totaling $1,585,000 and $11,000 in other prepaid expenses. The bank deposits all had maturities of less than ninety days. The estimated fair value of all of these assets was estimated to be equal to their carrying values as of June 30, 2001. Management currently intends to hold the remaining fixed rate assets until their respective maturities. Accordingly, the Partnership is not exposed to any material cash flow or earnings risk associated with these assets. Given the relatively short-term maturities of these assets, management does not believe the Partnership is exposed to any significant market risk related to the fair value of these assets. The Partnership had no interest bearing indebtedness outstanding as of June 30, 2001. Accordingly, the Partnership is not exposed to any market risk associated with its liabilities. 11 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) (3) & (4) Articles of Incorporation and Bylaws The Amended and Restated Limited Partnership Agreement Incorporated by reference to Exhibit A to the Partnership's Prospectus contained in the Partnership's registration Statement on Form Form S-11 (Commission File No. 0-15448) Dated January 17, 1986, as supplemented filed under the Securities Act of 1933 (b) None 12 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 II AND SUBSIDIARIES A California Limited Partnership By:/s/John B. Joseph ________________________ John B. Joseph General Partner August 14, 2001 By:/s/Ronald R. White _________________________________ Ronald R. White General Partner August 14, 2001 By: CENTENNIAL CORPORATION General Partner By:/s/Joel H. Miner _________________________________ Joel H. Miner Chief Financial Officer August 14, 2001

CENTENNIAL MORTGAGE INCOME FUND II 10-Q