<PAGE>
The registrant is filing restated 1994-1997 financial statements. These
restatements reflect changes discussed in Note 7 to the consolidated financial
statements.
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
Quarterly Report Pursuant to Section 13 or 15(d)
of
The Securities Exchange Act of 1934
For the Quarterly Period ended June 30, 1994
Commission File No. 0-19963
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 (IRS Employer Identification No.)
of incorporation or organization)
801 North Parkcenter Drive, Suite 235
Santa Ana, California 92705
(Address of principal executive office) (Zip Code)
(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 requirement for
the past 90 days.
Yes [ X ] No [ ]
<PAGE>
TMP LAND MORTGAGE FUND, LTD
INDEX
PART IFINANCIAL INFORMATION Page
Item 1. Financial Statements
Balance Sheets as of June 30, 1994
(unaudited) and December 31, 1993 3
Statements of Operations for the Three Months and
Six Months ended June 30, 1994 and 1993 (unaudited) 4-5
Statements of Cash Flows for the Six Months ended
June 30, 1994 and 1993 (unaudited) 6
Notes to Financial Statements (unaudited) 7-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-11
PART II OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
<PAGE>
<TABLE>
<CAPTION>
See Accompanying Notes to Financial Statements
6
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
TMP Land Mortgage Fund, LTD.
A California Limited Partnership
Balance Sheets
<S> <C> <C>
June 30,
1994 December 31,
(unaudited) 1993
Assets
Cash $ 729,226 $ 1,590,115
Mortgage Loans on Real Estate (Notes 1&3) 12,615,000 12,890,000
Investment in Unimproved Land (net of valuation
allowance of $2,413,179 and $0, respectively) 453,915 0
Accrued Interest Receivable 109,155 134,317
------------------ ------------------
Total Assets $ 13,907,296 $ 14,614,432
================== ==================
Liabilities and Partners' Capital
Accounts Payable $ 938 $ 3,565
Property Taxes Payable 453,915 4,145
------------------ ------------------
Total Liabilities 454,853 7,710
------------------ ------------------
Partners' Capital
General Partners (22,677) 1,408
Limited Partners, 20,000 equity units authorized;
15,715 units outstanding as of June 30, 1994
14,641 units outstanding as of December 31, 1993 13,475,120 14,605,314
------------------ ------------------
Total Partners' Capital 13,452,443 14,606,722
------------------ ------------------
Total Liabilities and Partners' Capital $ 13,907,296 $ 14,614,432
================== ==================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
TMP Land Mortgage Fund, LTD.
A California Limited Partnership
Statements of Operations
(Unaudited)
<S> <C> <C>
Three Months Ended
June 30, June 30,
1994 1993
------------------ ------------------
Income
Interest Income $ 347,373 $ 292,720
------------------ ------------------
Total Income 347,373 292,720
------------------ ------------------
Expenses
Loss on Decline in Market Value of Property 2,413,179 0
Licenses and Fees 0 250
Postage and Printing 907 1,193
Management Support 2,870 3,899
Legal Fees 395 3,580
Loan Administration 35 0
Interest Expense 0 891
Miscellaneous 0 0
------------------ ------------------
Total Expenses 2,417,386 9,813
------------------ ------------------
Net Income (Loss) $ (2,070,013) $ 282,907
================== ==================
Allocation of Net Income (Note 2)
General Partners $ (20,700) $ 2,829
================== ==================
Limited Partners $ (2,049,313) $ 280,078
================== ==================
Limited Partners, per unit $ (130.40) $ 25.72
================== ==================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
TMP Land Mortgage Fund, LTD.
A California Limited Partnership
Statements of Operations
(Unaudited)
<S> <C> <C>
Six Months Ended
June 30, June 30,
1994 1993
------------------ ------------------
Income
Interest Income $ 700,377 $ 568,199
------------------ ------------------
Total Income 700,377 568,199
------------------ ------------------
Expenses
Loss on Decline in Market Value of Property 2,413,179 0
Licenses and Fees 250 500
Postage and Printing 4,186 2,429
Accounting 11,700 14,113
Management Support 9,633 11,041
Legal Fees 1,007 4,084
Loan Administration 35 263
Interest Expense 0 891
Miscellaneous 0 1,330
------------------ ------------------
Total Expenses 2,439,990 34,651
------------------ ------------------
Net Income (Loss) $ (1,739,613) $ 533,548
================== ==================
Allocation of Net Income (Note 2)
General Partners $ (17,396) $ 5,335
================== ==================
Limited Partners $ (1,722,217) $ 528,213
================== ==================
Limited Partners, per unit $ (109.59) $ 48.51
================== ==================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
TMP Land Mortgage Fund, LTD.
A California Limited Partnership
Statements of Cash Flows
(Unaudited)
<S> <C> <C>
Six Months Ended
June 30, June 30,
1994 1993
------------------ ------------------
Cash Flows From Operating Activities
Net Income (Loss) $ (1,739,613) $ 533,548
Adjustments to Reconcile Net Income (Loss) to
Net Cash Used in Operating Activities:
Loss in decline in market value of property 2,413,179 0
Changes in assets and liabilities:
Decrease (Increase) in Accrued Interest Receivable 25,162 (28,068)
Decrease in Accounts Payable (2,627) (1,328)
Decrease in Accrued Expenses (4,145) 0
Increase in Loans Receivable (2,125,000) (2,125,000)
------------------ ------------------
Net Cash Used in Operating Activities (1,433,044) (1,620,848)
------------------ ------------------
Cash Flows From Investing Activities:
Increase in Capitalized Carrying Costs (13,179) 0
------------------ ------------------
Net Cash Used In Investing Activities (13,179) 0
------------------ ------------------
Cash Flows From Financing Activities:
Distributions to Partners (668,666) (497,019)
Capital Contributions from Limited Partners 1,254,000 2,555,000
------------------ ------------------
Net Cash Provided By Financing Activities 585,334 2,057,981
------------------ ------------------
Net Increase (Decrease) in Cash (860,889) 437,133
Cash, Beginning of Period 1,590,115 986,450
------------------ ------------------
Cash, End of Period $ 729,226 $ 1,423,583
================== ==================
</TABLE>
Supplemental Schedule of Non-Cash Investing and Financing Activities:
Non-cash investing and financing activities during the six months ended June 30,
1994 consist of acquiring property through foreclosure proceedings on a mortgage
loan receivable. The outstanding loan balance of $2,400,000 on the date of
foreclosure was recorded as Property Held for Sale. In addition, the Partnership
capitalized property taxes payable for this property of $453,915 as well as
carrying costs of $13,179. Concurrent with the foreclosure, a valuation
allowance of $2,413,179 was recorded against this property to reduce the net
carrying value of the property to its market value.
<PAGE>
13
TMP Land Mortgage Fund, LTD.
A California Limited Partnership
Notes to Financial Statements
(Unaudited)
NOTE 1 - Summary of Significant Accounting Policies
Accounting Method- TMP Land Mortgage Fund, Ltd. (the Partnership) prepares its
financial statements on the accrual basis 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
Profit, losses, and cash distributions are allocated ninety-nine 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 which time, remaining profits, losses and
cash distributions are allocated seventy-six percent to the limited partners and
twenty-four percent to the general partners. Distributions of cash from
operations, if any, are made monthly within 30 days after the end of the month.
NOTE 3 - Mortgage Loans On Real Estate
The Partnership had ten land loans outstanding as of June 30, 1994 and nine land
loans outstanding as of December 31, 1993. The loans are secured by first trust
deeds and bear interest at the rate of 12.5 percent per annum. The loans have
terms ranging from 18 months to 24 months and have maturities up to September
1995.
NOTE 4 - Investment in Unimproved Land
The Partnership owns 304 tentative map lots in the city of San Jacinto,
California. Upon final approval from the city, the lots would be suitable for
the construction of single family homes. Infrastructure improvements for the
lots have been completed. The real property was collateral for Mortgage loan #1,
which was foreclosed upon by the Partnership during the three months ended June
30, 1994 and had an outstanding balance of $2,400,000. Foreclosure costs have
been capitalized. The total cost has been reduced by a valuation reserve of
2,413,179 in order to record property at it's fair value at June 30, 1994.
<PAGE>
TMP Land Mortgage Fund, LTD.
A California Limited Partnership
Notes to Financial Statements
(Unaudited)
NOTE 5 - Restatement and reissuance of 1994 Financial Statements
In 1992, the Partnership made two loans totaling $3,500,000 to PR Equities,
Ltd., a California Limited Partnership. The loans were secured by first trust
deeds on residential property located in San Jacinto, California. In 1994, the
Partnership foreclosed on the properties securing these loans and continues to
own these properties. In accordance with generally accepted accounting
principles, assets acquired through foreclosure should be recorded at the lower
of cost or fair value less costs of disposal at the date of foreclosure. The
1994 financial statements originally issued reported this property at the amount
of the outstanding mortgage balances due on these loans at the time of
foreclosure, which did not represent their fair value less costs of disposal.
Management has subsequently determined that a valuation allowance for these
properties should have been established for $2,413,179 and $3,836,224 as of June
30 and December 31, 1994, respectively. The valuation allowance should have been
adjusted such that the only value for these properties is the capitalized direct
carrying costs that represent the total accumulated property taxes and
Mello-Roos bond assessments. Therefore, the financial statements for 1994 have
been restated to record the valuation allowance and to adjust these properties
to their fair value for that year.
In addition, management has determined that the amount of property taxes payable
as recorded in June, 1994 and subsequent periods through 1994, were understated
by approximately $775,000. Accordingly, the financial statements for those
periods have been restated for this understatement by adjusting the carrying
value of the land and the property taxes payable in 1994.
ITEM 2.Management's Discussion and Analysis of Financial Condition and Results
of Operation
TMP Land Mortgage Fund, Ltd., is a California Limited Partnership formed in
April 1992, of which TMP Investments, Inc., a California corporations, and TMP
Properties, a California general partnership, are 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 on a current basis 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.
See restatement and resissuance of financial statements in Note 5 to the
Partnership's financial statements.
During the six months ended June 30, 1994, the Partnership made three loans
totaling $2,725,000. There were two loans totaling $2,125,000 made during the
six months ended June 30, 1993.
The first loan made during the six months ended June 30, 1994 funded in March
1994 in the amount of $625,000. The loan bears interest at 12.5 percent per
annum and matures in September, 1995. An interest reserve account in the amount
of $117,187 was set up with part of the loan proceeds to pay loan interest for
the term of the loan. In addition, a property tax impound account in the amount
of $44,000 was set up to pay for certain property taxes. The loan is secured by
a first trust deed on approximately 28 acres of commercially zoned land in
Murrieta, California
A loan origination fee of $56,250 was paid by the borrower to an affiliate of
the General Partners for services rendered in originating the loan. In addition,
a $2,500 loan documentation fee was paid to an affiliate and a $14,062 mortgage
servicing fee was paid to one of the General Partners.
The second loan funded in June 1994 in the amount of $100,000. The total loan
made to the Borrower was in the amount of $250,000, with TMP Land Mortgage Fund,
Ltd. Loaning $100,000 and an affiliated partnership loaning $150,000. The
Partnership received an undivided 40% interest in the land, which is 15 acres of
residentially zoned property in the city of Rancho Cucamonga, California, and is
appraised at $610,000. The loan bears interest at 12.5 percent and matures in
March, 1995. An interest reserve account in the amount of $23,438 was
established with a portion of the loan proceeds to pay loan interest for the
term of the loan.
A loan origination fee of $22,500 was paid by the borrower to an affiliate of
the General Partners for services rendered in originating the loan. In addition,
a $2,500 loan documentation fee was paid to an affiliate and a $2,813 mortgage
servicing fee was paid to one of the General Partners. Monthly interest payments
received by the Partnership for this loan are $1,041.66, with the affiliated
partnership receiving monthly interest payments in the amount of $1,562.50.
The third loan made during this period was funded in June 1994 in the amount of
$2,000,000. The loan is secured by a first trust deed on 162 acres of mixed use
land in Fallbrook, California The loan was made for 12 months and is scheduled
to mature in June of 1995. However, an interest impound account in the amount
of $375,000 was established for 18 months, and the loan may be extended at the
option of the Borrower, provided the loan is not in default at the time of the
initial due date. If the Borrower chooses not to extend the loan and repays the
principal after 12 months, the balance remaining in the interest impound
account will be returned to the Borrower. A loan origination fee of $180,000
was paid by the borrower to an affiliate of the General Partner for services
rendered in originating the loan. In addition, a $2,500 loan documentation fee
was paid to an affiliate and a mortgage servicing fee in de amount of $45,000
was paid to one of the General Partners.
During the six months ended June 30, 1994, one Borrower repaid the total amount
of the loan proceeds, which was $600,000; and a portion of the money was used
as reserves and a portion used as proceeds for the above enumerated loans.
Also during the period, the Partnership repossessed the property securing Loan
#1 made by the Partnership in July of 1992. The loan was in the amount of
$2,400,000. Also during the same period, the second loan made to the Borrower
in Loan #1 went into default, and the Partnership initiated foreclosure
proceedings on the property, with title reverting to the Partnership in July of
1994. The General Partners intend to make every effort to sell the properties
securing these loans once title is secured. Efforts are also underway to find
joint venture partner to develop these properties. However, it may be necessary
to use some of the Partnership's cash to meet Mello-Roos property tax
assessment liabilities to forestall a foreclosure of the properties.
In August of 1994, the Partnership paid $210,000 to the City of San Jacinto and
property taxes are now paid current on the property. An outside consultant has
been engaged who is attempting to secure concessions from the City of San
Jacinto, the San Jacinto School District, and the Eastern Municipal Water
District to attempt to achieve a deferral of the Mello Roos obligation
(totaling approximately $450,000) until homes are actually built and sold on
this property. Management is also negotiating with builders to achieve a joint
venture arrangement which will start the construction of homes or a portion of
the property.
Total interest received on mortgage loans during the six months and three months
ended June 30,1994 was $700,377 and $347,373, respectively. Total interest
received during the six months and three: months ended September 30, 1993 was
$568,199 and $292,720, respectively.
Partners' capital contributions for the six months and three months ended June
30, 1994 totaled $1,254,000 and $336,000, respectively. Partners' capital
contributions for the three months and three months ended June 30, 1993 totaled
$2,555,000 and $1,750,000, respectively. Funds from partners' capital
contributions are used to fund the mortgage loans. Any excess funds .are
invested in liquid investments held by the Partnership. As of June 30, 1994, a
total of $15,715,000, representing 15,715 units, had been contributed by
partners.
Distributions to partners during the six months and three months ended June 30,
1994 totaled $668,666 and $312,518, respectively. Distributions are made
exclusively with funds earned by the Partnership as interest income on mortgage
loans outstanding.
The General Partners intend to meet currently anticipated cash requirements for
at least the next twelve months by first using funds from mortgage interest
income and bank interest income, and second from cash on hand. The General
Partners believe that sufficient funds are available to meet anticipated cash
requirements.
The Partnership expects to realize income primarily from its mortgage loans.
Substantially all of the net operating revenues realized by the Partnership
from its mortgage loans will be distributed to the Partners as Distributable
Cash From Operations. The amount of Distributable Cash From Operations which
may be generated by mortgage loans cannot be predicted. No assurances can be
given that mortgage loans will provide cash flow sufficient to permit
distributions of Distributable Cash From Operations.
Based on the General Partners' experience, gross income from mortgage loans is
expected to be more than sufficient to pay all operating expenses of the
Partnership and, therefore, the Partnership expects to generate income during
each year of its term. The Partnership is not expected to require substantial
working capital reserves except for tax expenses and Mello Roos obligations
which have arisen as the result of the foreclosure on Loans #1 and #2. The
Partnership has established Reserves in the amount of 2% of Gross Proceeds. The
Partnership will maintain Reserves for working capital and contingencies in such
amounts as the General Partners from time to time deem necessary for the proper
operation of the business of the partnership. It is anticipated that working
capital and contingency reserves will remain at least at an amount equal to
approximately 2% of the Partnership's capital. In the event the Partnership's
operating income and Reserves are insufficient to provide adequate liquidity,
the Partnership may incur indebtedness as discussed above, or attempt to sell
one or more of its mortgage loans.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities and Use of Proceeds
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
None.
<PAGE>
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:
TMP Land Mortgage Fund, Ltd.
A California Limited Partnership
By: TMP Investments, Inc., as General Partner
By:
William O. Passo, President
By:
Anthony W. Thompson, Exec. VP
By:
Richard Hutton, Jr., Controller
By: TMP Properties, a California General
Partnership as General Partner
By:
William O. Passo, General Partner
By:
Anthony W. Thompson, General Partner
By:
Scott E. McDaniel, General Partner
