<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of
The Securities Exchange Act of 1934
for the Quarterly Period ended September 30, 1996
______________________
Commission File No. 33-39238
TMP LAND MORTGAGE FUND, LTD.
A CALIFORNIA LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
CALIFORNIA 33-0451040
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
801 North Parkcenter Drive, Suite 235 92705
Santa Ana, California (Zip Code)
(Address of principal executive office)
(714) 836-5503
(Registrant's telephone number, including area code)
______________________
Indicate by check mark whether Registrant has [1] 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 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 [ ]
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The following financial statements are filed as a part of this Form 10-Q:
Balance Sheets as of September 30, 1996 and December 31, 1995
Statements of Income for the three months ended September 30, 1996 and 1995
and for the nine months ended September 30, 1996 and 1995
Statements of Cash Flows for the nine months ended September 30, 1996 and 1995
The accompanying unaudited interim financial statements include all
adjustments (consisting solely of normal recurring adjustments)
which are, in the opinion of the General Partners, necessary to
fairly present the financial position of the Partnership as of
September 30, 1996 and the results of its operations, changes in
partners' equity, and cash flows for the three month period then
ended.
<PAGE> TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership
Balance Sheets
September 30, 1996 December 31, 1995
(Unaudited) (Audited)
Assets
Cash $ 161,129 $ 81,957
Mortgage Loans on Real Estate 0 3,320,000
Property Held for Sale 13,020,912 9,633,530
Accounts Receivable 286,965 24,285
Investment in Joint Venture 2,555,428 1,325,770
----------- -----------
Total Assets $16,024,434 $ 14,385,542
Liabilities and Partners Capital
Accounts Payable $ 0 $ 17,475
Taxes Payable 2,899,857 762,271
Due to Affiliates 25,953 66,277
------------ --------
Total Liabilities $ 2,925,810 $ 846,271
Partners' Capital
General Partners $ (26,216) (21,808)
Limited Partners 20,000 equity
units authorized; 15,715 units
outstanding as of Sept. 30, 1996
and December 31, 1995 $ 13,124,839 $ 13,561,327
Total Partners' Capital $ 13,098,623 $ 13,539,519
<PAGE>
TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership
STATEMENTS OF INCOME
(Unaudited)
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
Income
Interest Income $ 91,264 $ 34,828 $158,015 $ 66,751
Joint Venture Income 17,347 0 81,131 0
Other Income 1,900 900 3,700 2,700
--------- --------- -------- --------
Total Income $ 110,511 $ 36,728 $132,335 $ 443,830
Expenses
General & Admin. $ 0 $ 9,400 $ 1,020 $ 36,231
Joint venture Expense 0 0 151 0
-------- --------- ------- ---------
Total Expenses $ 0 $ 9,400 $ 1,171 $ 36,231
Net Income $ 110,511 $ 26,328 $ 241,675 $ 407,599
=========== ========== ========= ==========
Allocation of Net Income
General Partners
in the Aggregate: $ 110 $ 2,942 $ 242 $ 4,076
Limited Partners
in the Aggregate $ 110,401 $ 26,065 $241,433 $ 403,523
Limited Partners
per equity unit: $ 7.02 $ 1.66 $ 15.36 $ 25.68
<PAGE>
TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership
STATEMENTS OF CASH FLOWS
(Unaudited)
For the Nine Months Ended September 30
1996 1995
Cash Flow Used in Operating activities:
Net Income $241,675 $ 407,599
Adjustments to reconcile net income
to net cash provided by operating activity:
Increase (Decrease) in Accounts payable
and Accrued Liabilities $ 2,079,787 694,771
Decrease (Increase) in Loans
Receivable 3,320,000 2,750,000
Increase in Carrying cost of
Properties (3,387,382) (2,898,405)
Decrease (Increase) in Accounts
Receivable (262,680) 65,235
Decrease (Increase) in Investment (1,229,658) 0
Net Cash provided by (used in)
operating activities $ 520,067 $ 1,019,200
Cash flow from financing activities:
Distributions to partners $ (682,570) $(317,141)
Capital contributions from partners 0 0
Net cash provided by (used in) financing
activities $ (682,570) (317,141)
Net Increase (Decrease) in Cash $ 79,172 $ 702,059
Cash, beginning of period $ 81,957 $ 443,587
Cash, end of period $ 161,129 $ 1,145,646
============ ===========
<PAGE>
TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership
for the Nine Months Ended September 30, 1996
Note 1 - Summary of Significant Accounting Policies
Accounting Method - TMP Land Mortgage Fund, Ltd. (the Partnership)
prepares its financial statements on the accrual method of accounting.
Allowance for Losses on Loans - No provision has been made for an
allowance for losses on loans.
Income Taxes - The entity is treated as a partnership for income
tax purposes and any income or loss is passed through and taxable
at the partner level. Accordingly, no provision for federal
income taxes is provided.
Note 2 - Allocation of Profits, Losses and Cash Distributions
Profits, losses and cash distributions are allocated 99 percent
to the limited partners and one percent to the general partners
until the limited partners have received an amount equal to their
capital contributions plus a cumulative, non-compounded return of
eight percent per annum, based on their adjusted capital account
balances. At that point, remaining profits, losses and cash
distributions are allocated 76 percent to the limited partners
and 24 percent to the general partners.
As of September 30, 1996 and 1995, profits, losses and cash
distributions were allocated 99 percent to the limited partners
nd one percent to the general partners.
The Partnership had 15,715 units outstanding as of
September 30, 1996 and 1995.
Note 3 - Mortgage Loans on Real Estate
As of September 30, 1996, the Partnership had made twelve land loans.
Three of the loans have been repaid in full, eight of the loans have
defaulted, and one loan has been partially repaid, with the
artnership receiving an equity position in a Joint Venture to
build out the property securing this loan. The Partnership has
acquired the property securing the loans on the eight loans
which have defaulted.
<PAGE>
TMP LAND MORTGAGE FUND, LTD.
a California Limited Partnership
for the nine months ended September 30, 1996
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
TMP Land Mortgage Fund, Ltd., is a California Limited Partnership formed in
April, 1992, of which TMP Investments, Inc., a California corporation, and
TMP Properties, a California general partnership, are the General Partners
(the "General Partners"). The Partnership was formed principally to make
short-term loans to unaffiliated parties secured by first trust deeds on
unimproved properties, primarily in the Inland Empire area of Southern
California and in some instances, in other areas of Southern California,
and to provide cash distributions to the Limited Partners, primarily from
interest earned on the mortgage loans. The Partnership is not a mutual fund
or any other type of investment company within the meaning of, and is not
subject to regulations under, the Investment Company Act of 1940.
As of September 30, 1996, the Partnership had received and accepted
subscriptions of 15,715 Units, representing total subscription proceeds
in the amount of $15,715,000. During 1992, the Partnership funded five
mortgage loans. Four loans were funded in 1993 and three loans were funded
in 1994.
As a consequence of adverse changes in market conditions and other factors,
eight of the twelve loans have defaulted and the Partnership owns the property
securing the loan. The status of the each of the properties which the
Partnership now owns as a result of the foreclosure proceedings, and other
activities engaged in by the Partnership are discussed on the following pages.
Loan #1 - PR Equities
Loan #2 - PR Equities
The Partnership foreclosed on the property security these loans during 1995
and now owns the property. The current outstanding payments due as a result of
the Mello-Roos tax assessment against the Partnership's lots taken back in
foreclosure is over $2,000,000. This debt, plus the continuing tax accrual
makes the property unsaleable in the current real estate market. The City of
San Jacinto received the overall appraisal of the properties in the CFD during
the first week of July. The low land values reflected in the appraisal
confirmed the General Partners opinion that the bonds should be restructured,
the overall bonded indebtedness and the annual debt service should be reduced.
A meeting was held in September with the property owners and the bond holders,
and as a result of this meeting, the City of Rancho San Jacinto has hired
an independent bond advisor to negotiate the restructuring terms with the
bond holders. The City Council of Rancho San Jacinto is attempting to include
the current home owners with the land owners and developers in the negotiations
for the proposed bond reduction and restructuring. Based on the outcome of
the negotiations, the General Partners will make a definitive decision on
whether to proceed with a program to build homes on the property.
<PAGE>
Loan #3 - Frame Loan
Loan was repaid.
Loan #4 - Sunset Crossing
The Partnership acquired this 42 acre commercial site at the off-ramp of Sunset
Crossing and the I-10 Freeway through foreclosure on December 27, 1994. The
property has been listed for sale with Caldwell Banker.
Loan #5 - Fox Olson
The Partnership owns the property at the corner of Newport Avenue and Bradley
Road through foreclosure. CalTrans is in the proceeds of widening Newport
Avenue from 215 to Murietta Avenue and installing sidewalks, curbs and gutters.
An offer was received for 30,000 sq. ft. (approximately 1 acre) in the amount
of $400,000, and infrastructure improvements to the property. A counter offer
has been made, and the Partnership is waiting for the response.
Loan #6 - Environmental Development
The Partnership accepted a deed in lieu of foreclosure and now owns the
property. A Joint Venture with TMP Homes has been formed to build single
family homes on the 181 lots. Improvement plans and the final sub-division map
has been submitted to the City of San Diego for plan check. The project is
proceeding on schedule and the General Partners will be ready to discuss
construction financing with potential lenders in early 1997 for the models
and the first phase of production homes.
<PAGE>
Loan #7- Fox Olson #2
Property on Newport Avenue west of the Interstate 215 is now owned by
the Partnership. TMP Homes has received a construction loan
commitment from Citizens Business Bank to build single family homes
on the 45 lots. The County of Riverside is processing the final
subdivision map.
Loan # 8 - Singletary
Loan was repaid in December of 1995 and the proceeds were distributed to the
limited partners as a return of capital.
Loan #9 - LaMonte
The Partnership acquired this 6.5 commercial property through foreclosure in
April, 1996. The previous debtor is attempting, through litigation, to set
aside the foreclosure. The Judge has refused to dismiss petition filed by the
General Partners to remove the lis pendens and end the lawsuit. A cash offer
to purchase the property was received from Lucky's Food Stores in the amount
of $1.6 million. Acceptance is delayed until clear title can be achieved.
Loan #10 - Lansing
This loan was repaid to the partnership in September of 1995.
Loan #11 - Rockfield Development
The Partnership provided $100,000 of a total $250,000 loan in participation
with TMP mortgage Income Plus, Ltd. In order to achieve orderly foreclosure,
TMP mortgage Income Plus, Ltd. became owner of the note and owes TMP Land
Mortgage Fund, Ltd. $100,000, as well as other moneys which TMP Land Mortgage
Fund advanced to pursue the development of this property. TMP Mortgage
Income Plus, Ltd. has entered into a joint venture with TMP Homes to build
homes on the 29 lots that secured this loan.
Loan 12 - Peppertree
The Partnership received $1.5 million of the $2 million loan and will hold an
equity position in the Joint Venture to build out the property. The
Partnership received the $1.5 million principal, together with $138,000 in
accrued interest and charges on July 28, 1996. Infrastructure and grading is
proceeding on schedule and home construction could begin in Spring 1997.
After receiving its full land base cost, the Partnership will also receive
interest and participation in profits generated from the sale of the houses.
<PAGE>
ADDITIONAL INFORMATION
Total interest received on mortgage loans during the first nine months
of 1996 was $158,015. In August of 1996, the Partnership made
distributions to partners in the amount of $682,570.
The source for the distributions was the partial repayment of the
Peppertree loan and back interest. Distributions to investors
began August 1, 1992, and continued monthly through May 1, 1995. On
September 1, 1995, the General Partners suspended distributions
due to the default and subsequent foreclosure on several of the
mortgage loans.
The General Partners intend to meet currently anticipated cash
requirements for at least the next twelve months by first cash on
hand, which is $161,128 as of September 30, 1996. The
Partnership will maintain reserves for working capital and
ontingency reserves in an amount as the General Partners deem
necessary for the operation of the business of the Partnership.
In addition, the Partnership may incur indebtedness as necessary
for development or other expenses incurred in holding the properties
and/or developing the property in conjunction with an affiliated
development company. The Partnership is making every effort
o develop and/or sell all of the properties which it holds.
<PAGE> TMP LAND MORTGAGE FUND, LTD.
a California Limited Partnership
for the nine months ended September 30, 1996
Signatures
Pursuant to the requirements 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.
Date: November 12, 1996
TMP LAND MORTGAGE FUND, LTD.
a California Limited Partnership
By: TMP Investments, Inc., as General Partner
/s/
By:___________________________________
William O. Passo, President
/s/
By:___________________________________
Jenny Rex, Secretary
/s/
By:___________________________________
Michael Sun, Chief Financial Officer
By: TMP Properties, a California General
Partnership as General Partner
/s/
By:___________________________________
William O. Passo, General Partner
/s/
By:___________________________________
Anthony W. Thompson, General Partner
/s/
By ____________________________________
Scott E. McDaniel
?? 9
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