<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 March 31, 1995
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 March 31, 1995
(unaudited) and December 31, 1994 3
Statements of Operations for the Three Months ended
March 31, 1995 and 1994 (unaudited) 4
Statements of Cash Flows for the Three Months ended
March 31, 1995 and 1994 (unaudited) 5
Notes to Financial Statements (unaudited) 6-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-10
PART IIOTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
2
<PAGE>
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
TMP Land Mortgage Fund, LTD.
A California Limited Partnership
Balance Sheets
March 30,
1995 December 31,
(unaudited) 1994
----------- ------------
Assets
------
<S> <C> <C>
Cash $ 409,135 $ 443,587
Mortgage Loans on Real Estate (Schedule I)
(Note 3) 8,336,750 8,270,000
Investment in Unimproved Land (net of
valuation allowance of $3,843,800
and $3,836,224, respectively (Schedule II) 4,423,920 4,163,501
Accounts Receivable 75 0
Accrued Interest Receivable 94,979 91,902
------------ ------------
Total Assets $ 13,264,859 $ 12,968,990
============ ============
Liabilities and Partners' Capital
---------------------------------
Accounts Payable $ 0 $ 16,177
Accrued Expenses 800 800
Property Taxes Payable 1,229,213 979,196
Due to Affiliates 57,310 869
------------ ------------
Total Liabilities 1,287,323 997,042
------------ ------------
Partners' Capital
General Partners (37,426) (37,482)
Limited Partners, 20,000 equity units
authorized; 15,715 units outstanding as
of March 31, 1995 and December 31, 1994 12,014,962 12,009,430
------------ ------------
Total Partners' Capital 11,977.536 11,971,948
------------ ------------
Total Liabilities and Partners' Capital $ 13,264,859 $ 12,968,990
============ ============
</TABLE>
See Accompanying Notes to Financial Statement
3
<PAGE>
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
TMP Land Mortgage Fund, LTD.
A California Limited Partnership
Statements of Operations
(Unaudited)
Three Months Ended
March 31, March 31,
1995 1994
------------ ------------
Income
- ------
<S> <C> <C>
Interest Income $ 248,212 $ 353,004
------------ ------------
Total Income 248,212 353,004
------------ ------------
Expenses
Loss on Decline in Market Value of Property 7,576 0
License and Fees 0 250
Postage and Printing 3,400 3,279
Accounting 12,700 11,700
Management Support 4,143 6,763
Legal Fees 177 612
Loan Administration 3,030 0
Miscellaneous 0 0
------------ ------------
Total Expenses 31,026 22,604
------------ ------------
Net Income $ 217,186 $ 330,400
============ ============
Allocation of Net Income (Note 2)
General Partners $ 2,172 $ 3,304
============ ============
Limited Partners $ 215,014 $ 327,096
============ ============
Limited Partners, per unit $ 13.69 $ 21.27
============ ============
</TABLE>
See Accompanying Notes to Financial Statements
4
<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)
Three Months Ended
March 31, March 31,
1995 1994
--------- ---------
<S> <C> <C>
Cash Flows From Operating Activities
Net Income $ 217,186 $ 330,400
Adjustments to Reconcile Net Income to
Net Cash Used in Operating Activities:
Loss on Decline in Market Value of Property 7,576 0
Changes in assets and liabilities:
(Decrease) Increase in Accounts Payable (16,177) 146
Decrease (Increase) in Accrued Interest Receivable (3,077) 25,046
Increase (Decrease) in Accrued Expenses 56,441 (3,345)
Increase in Loans Receivable (66,750) (625,000)
Increase in Accounts Receivable (75) (218)
--------- ---------
Net Cash (Used) Provided in Operating Activities 195,124 (272,971)
--------- ---------
Cash Flows from Investing Activities:
Increase in Capitalized Carrying Costs (17,978) 0
--------- ---------
Net Cash Used in Investing Activities (17,978) 0
--------- ---------
Cash Flows From Financing Activities:
Distributions to Partners (211,598) (356,148)
Capital Contributions from Limited Partners 0 918,000
--------- ---------
Net Cash (Used) Provided by Financing Activities (211,598) 561,852
--------- ---------
Net Increase (Decrease) in Cash (34,452) 288,881
Cash, Beginning of Period 443,587 1,590,115
--------- ---------
Cash, End of Period $ 409,135 $1,878,996
========= =========
</TABLE>
Supplemental disclosures of cash flow information:
Non-cash and investing and financing activities during the period ended March
31, 1995 consist of an addition to the carrying cost of foreclosed land equal to
the additional property tax liabilities incurred. The total addition to land and
property taxes payable equals $250,017.
See Accompanying Notes to Financial Statements
5
<PAGE>
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 made twelve land loans outstanding as of March 31, 1995. One
of them had paid in full, five of the loans had defaulted and the Partnership
had acquired the properties securing the loans through foreclosure procedure,
one had defaulted and was in the process of foreclosure and five were performing
loans. Since March 30, 1995, the Partnership has initiated foreclosure on two
additional loans.
NOTE 4 - 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 $3,843,800 and $3,836,224
6
<PAGE>
TMP Land Mortgage Fund, LTD.
A California Limited Partnership
Notes to Financial Statements
(Unaudited)
NOTE 4 - Restatement and reissuance of 1994 Financial Statements, continued
as of March 31, 1995 and December 31, 1994, respectively. The valuation
allowance should have been adjusted each year thereafter 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 those
years.
In addition, management has determined that the amount of property taxes payable
as recorded in June, 1994, and subsequent periods, 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 the appropriate fiscal years.
7
<PAGE>
<TABLE>
<CAPTION>
Date of Due Appraised
Loan Amount Borrower Interest Date Value Location Status
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
07/14/92 $2,400,000 PR Equities 12.5% 01/14/94 $1,753,000 304 residential lots, The Partnership owns 452 residential lots in
San Jacinto San Jacinto by foreclosure. The General
Partners are negotiating with builders to
achieve a joint venture arrangement to
begin home construction on a portion of the
11/30/92 $1,150,000 PR Equities 12.5% 03/04/94 $1,174,000 148 residential lots, property. The General Partners are also
San Jacinto negotiating with the City of San Jacinto and
CFD bondholders to renegotiate the repayment
schedule of the bonds.
- ------------------------------------------------------------------------------------------------------------------------------------
08/08/92 $600,000 Frame 12.5% 08/27/94 $1,400,000 88 residential acres, Loan was repaid on April 20, 1994; part of
Temecula the proceeds were reloaned in the Peppertree
and Rockfield loans; the balance was added
to Partnership reserves.
- ------------------------------------------------------------------------------------------------------------------------------------
08/27/93 $1,875,000 Sunset 12.5% 08/27/94 $4,800,000 42 commercial acres, Partnership acquired this 42 acres commer-
Crossing Banning cial site off-ramp at Sunset Crossing and
the I-10 Fwy by foreclosure on 12/27/94;
General Partners plan to contact Wal-mart,
City of Banning,and developers in an effort
to revive the sales Tax Revenue Sharing
Measure and development plan that was in
place when the loan was made.
- ------------------------------------------------------------------------------------------------------------------------------------
12/24/94 $1,320,000 Fox-Olson 12.5% 06/24/94 $1,600.000 10.8 commercial Partnership acquired this property through
acres, Sun City foreclosure; property is being offered for
sale at $1,550,000.
- ------------------------------------------------------------------------------------------------------------------------------------
01/15/93 $1,625,000 Environmen- 12.5% 10/15/94 $3,500,000 51.98 residential Loan has been extended with buyer paying
tal Develop- acres, San Diego additional points and interest. Extension
ment expires August 1, 1995.
- ------------------------------------------------------------------------------------------------------------------------------------
06/17/93 $500,000 Fox-Olsen 12.5% 12/17/94 $1,028,373 45 residential lots, Partnership acquired this property through
#2 Sun City foreclosure in April, 1995 and is currently
marketing the property.
- ------------------------------------------------------------------------------------------------------------------------------------
10/12/93 $2,200,000 Singletary 12.5% 04/12/95 $8,117,250 96 industrial acres, Borrower has a verbal loan commitment with
Riverside another Lender to refinance this loan, and
pay off the Partnership. Meanwhile to pre-
serve their interest,the Partnership began
foreclosure Proceedings on May 1, 1995.
- ------------------------------------------------------------------------------------------------------------------------------------
10/25/93 $1,220,000 LaMonte 12.5% 04/25/95 $3,130,000 6.5 commercial Borrower defaulted on April 25, 1995; the
acres, Simi Valley Partnership has initiated foreclosure
proceedings.
- ------------------------------------------------------------------------------------------------------------------------------------
03/23/94 $625,000 Lansing 12.5% 09/23/95 $5,300,000 28 commercial Performing loan.
acres, Murrieta
- ------------------------------------------------------------------------------------------------------------------------------------
06/01/94 $100,000 Rockfield 12.5% 03/01/95 $610,000 29 residential lots, Borrower defaulted on March 1, 1995; fore-
Rancho Cucamonga closure proceedings have been initiated.
- ------------------------------------------------------------------------------------------------------------------------------------
06/28/94 $2,000,000 Peppertree 12.5% 06/28/95 $6,000,000 162 acres mixed use, Performing loan; final engineering proceed-
Fallbrook ing.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
8
<PAGE>
TMP Land Mortgage Fund, LTD.
A California Limited Partnership
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.
As of March 31, 1995, the Partnership had received and accepted subscriptions of
15,715 units, representing total subscription proceeds in the amount of
$15,715,000. As of such date, all of the subscription proceeds had been
committed to the twelve mortgage loan investments made by the Partnership and to
working capital reserves. 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, six
of the twelve loans have defaulted and the Partnership either owns the property
securing the loan or is the foreclosure process to obtain ownership. The status
of the loans and the properties which the Partnership now owns as a result of
the foreclosure proceedings are discussed on the chart on the following page.
See restatement and resissuance of financial statements in Note 4 to the
Partnership's financial statements.
Management is presently making every effort to sell the properties which they
have acquired through foreclosure. The properties acquired through the default
on Loans #1 and #2 have substantial Mello-Roos property tax assessment
liabilities, and it has become necessary to use some of the Partnership's cash
to meet these liabilities to forestall a foreclosure of the properties. In
August of 1994, the Partnership paid $210,000 to 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. Management is also
attempting to negotiate a joint venture arrangement to begin home construction
on a portion of the property.
Total interest received on mortgage loans during the first three months of 1995
was $248,212. During the first three months of 1995, distributions to investors
from such funds have been made in the amount of $211,598. Distribution to
investors began August 1, 1992, and have continued monthly, in annualized
amounts as a percentage of investor capital per unit.
The General Partners intend to meet currently anticipated cash requirements for
at least the next twelve months by first using funds from mortgage interest
9
<PAGE>
income and bank interest income, and second from cash on hand. The Partnership
also expects the repayment of one or more loans in its portfolio during the
next twelve months. Because of the large Mello-Roos obligations on the
properties which were acquired by foreclosure following the default of Loans #1
and #2, the General Partners believe that sufficient funds are not available to
meet all cash requirements, including these taxes. Therefore, the General
Partners are negotiating with the City of San Jacinto and plan to delay payment
of these taxes.
The Partnership established reserves in the amount of 2% of Partnership capital.
Some of the capital has been used as partial payment for Mello-Roos tax
liabilities, as discussed above. The Partnership will maintain reserves for
working capital and contingency reserves in an amount as the General Partners
deem necessary for the operation of the Partnership. In the event the
Partnership's operating income and reserves are insufficient to provide adequate
liquidity, the Partnership may incur indebtedness as necessary for development
or other expenses incurred in holding the properties and preparing them for
sale. The Partnership is making every effort to develop and/or sell all of the
properties it holds.
10
<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.
11
<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: JUNE 11, 1999
TMP Land Mortgage Fund, Ltd.
A California Limited Partnership
By: TMP Investments, Inc., as General Partner
By: /S/ WILLIAM O PASSO
-------------------------------------------
William O. Passo, President
By: /S/ ANTHONY W THOMPSON
-------------------------------------------
Anthony W. Thompson, Exec. VP
By: /S/ RICHARD HUTTON JR
-------------------------------------------
Richard Hutton, Jr., Controller
By: TMP Properties, a California General
Partnership as General Partner
By: /S/ WILLIAM O PASSO
-------------------------------------------
William O. Passo, General Partner
By: /S/ ANTHONY W THOMPSON
-------------------------------------------
Anthony W. Thompson, General Partner
By: /S/ SCOTT E MCDANIEL
------------------------------------------
Scott E. McDaniel, General Partner
12
