<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 September 30, 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 September 30, 1995
(unaudited) and December 31, 1994 3
Statements of Operations for the Three Months and
Nine Months ended September 30, 1995 and 1994 (unaudited) 4-5
Statements of Cash Flows for the Nine Months ended
September 30, 1995 and 1994 (unaudited) 6
Notes to Financial Statements (unaudited) 7-8
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
<PAGE>
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
TMP Land Mortgage Fund, LTD.
A California Limited Partnership
Balance Sheets
September 30,
1995 December 31,
(unaudited) 1994
------------- ------------
Assets
------
<S> <C> <C>
Cash $ 1,145,646 $ 443,587
Mortgage Loans on Real Estate 5,520,000 8,270,000
Investment in Unimproved Land
(net of valuation allowance of
$3,866,231 and $3,836,224, respectively) 7,139,276 4,163,501
Accounts Receivable 26,667 0
Accrued Interest Receivable 0 91,902
------------- --------------
Total Assets $ 13,831,589 $ 12,968,990
------------- --------------
Liabilities and Partners' Capital
---------------------------------
Accounts Payable $ 1,616 $ 16,177
Property Taxes Payable 1,751,763 979,196
Accrued Expenses 43,135 800
Due to Affiliates 2,676 869
------------- --------------
Total Liabilities 1,799,190 997,042
------------- --------------
Partners' Capital
General Partners (36,877) (37,482)
Limited Partners, 20,000 equity units
authorized; 15,715 units outstanding as
of June 30, 1995 and December 31, 1994 12,069,276 12,009,430
------------- --------------
Total Partners' Capital 12,032,399 11,971,948
------------- --------------
Total Liabilities and Partners' Capital $ 13,831,589 $ 12,968,990
============== ==============
</TABLE>
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
September 30, September 30,
1995 1994
------------- -------------
Income
- ------
<S> <C> <C>
Interest Income $ 34,828 293,978
Other Income 900 4,147
------------- ------------
Total Income 35,728 298,125
------------- ------------
Expenses
- --------
Loss on decline in market value of property 0 1,396,646
General and Administrative 11,899 3,920
Interest Expense 0 0
------------- ------------
Total Expenses 11,899 1,400,566
------------- ------------
Net Income (Loss) $ 23,829 $ (1,102,441)
=============== =============
Allocation of Net Income (Loss)
General Partners $ 238 $ (11,024)
=============== =============
Limited Partners $ 23,591 $ (1,091,417)
=============== =============
Limited Partners, per unit $ 1.51 $ (69.45)
=============== =============
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
TMP Land Mortgage Fund, LTD.
A California Limited Partnership
Statements of Operations
(Unaudited)
Nine Months Ended
September 30, September 30,
1995 1994
------------- -------------
Income
- ------
<S> <C> <C>
Interest Income $ 441,130 $ 994,273
Other Income 2,700 4,228
----------------- -----------
Total Income 443,830 998,501
----------------- -----------
Expenses
- --------
Loss on Decline in Market Value of Property 30,007 3,809,825
General and Administrative 36,231 30,730
Interest Expense 0 0
----------------- -----------
Total Expenses 66,238 3,840,555
----------------- -----------
Net Income (Loss) $ 377,592 $ (2,842,054)
================== ============
Allocation of Net Income (Loss)
General Partners $ 3,776 $ (28,420)
================== ===========
Limited Partners $ 373,816 $(2,813,634)
================== ===========
Limited Partners, per unit $ 23.79 $ (179.04)
================== ===========
</TABLE>
5
<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)
Nine Months Ended
September 30 September 30,
1995 1994
<S> <C> <C>
Cash Flows From Operating Activities
Net Income (Loss) $ 377,592 $(2,842,054)
Adjustments to Reconcile Net Income (Loss) to
Net Cash Provided by (Used in) Operating
Activities:
Loss on Decline in Market Value of Property 30,007 3,809,825
Changes in assets and liabilities:
(Increase)/Decrease in Mortgage Loans
on Real Estate 625,000 (2,125,000)
Decrease in Receivables 65,235 48,171
Increase/(Decrease) in Accounts Payable and
Accrued Liabilities 29,581 (6,272)
--------- ----------
Net Cash Provided by (Used in) in
Operating Activities 3,252,415 (1,115,330)
--------- ----------
Cash Flows From Investing Activities:
Increase in Capitalized Carrying Costs (108,215) (259,825)
--------- ----------
Net Cash Used in Investing Activities (2,233,215) (259,825)
Cash Flows From Financing Activities:
Partners' Capital Contributions 0 1,254,000
Partners' Distributions (317,141) (986,109)
--------- ----------
Net Cash Provided by (Used in) by Financing
Activities (317,141) 267,891
--------- ----------
Net Increase (Decrease) in Cash 702,059 (1,107,264)
Cash, Beginning of Period 443,587 1,590,115
--------- ----------
Cash, End of Period $ 1,145,646 $ 482,851
============ ===========
</TABLE>
Supplemental disclosures of cash flow information:
Non-cash and investing and financing activities consist of the following:
During the nine months ended September 30, 1995 the Partnership recorded an
increase in the carrying cost of foreclosed land equal to additional property
tax liabilities incurred of $772,567.
During the nine months ended September 30, 1995 the Partnership foreclosed two
mortgage loans receivable and recorded the acquisition of the property at its
fair value which approximated the unpaid balances of the mortgage loans at the
dates of foreclosure of $2,125,000.
6
<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 September 30, 1995.
Two of them had paid in full, nine of the loans had defaulted, and one was
performing. Of the nine defaults which had occurred, the Partnership had
acquired the property securing the loans on six of the defaults, and was in
various stages of the foreclosure process on three of the 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 $3,866,231 and $3,836,224 as of
September 30, 1995 and December 31, 1994, respectively. The valuation allowance
should have been
7
<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
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.
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
November 1991, 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 September 30, 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, nine
of the twelve loans have defaulted and the Partnership either owns the property
securing the loan or is the foreclosure process to obtain ownership
Management is presently making every effort to sell the properties that 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. The special tax assessment to pay the bonds, together
with the annual property tax liability, creates a holding cost that makes the
property unsaleable in the current market. In order to recoup the Partnership's
loan investment, TMP is pursuing two avenues. First, it has introduced a new
bond underwriter to the City who has agreed to work with the original bond
offering that would be based upon a write-down of principal and interest on
existing bonds. If successful, the overall bond indebtedness and the annual debt
service would be reduced. The lots would then become buildable in today's
market, which in turn might make them salable to a developer. Second, TMP
together with Coast Construction Company, has formed a Limited Liability Company
to build homes on 92 of the 462 lots with the profits from the sale of the homes
going to the Partnership.
See restatement and resissuance of financial statements in Note 4 to the
Partnership's financial statements.
Total interest received on mortgage loans during the first nine months of 1995
was $441,130. Distributions to investors were made from such funds in the amount
of $317,141. Distributions to investors began August 1, 1992 and continued
monthly through May 1, 1995. On June 1, 1995, the General Partners suspended
distributions due to the default and subsequent foreclosure on several of the
mortgage loans.
A California Limited Partnership The General Partners intend to meet currently
anticipated cash requirements for at least the next twelve months by first using
9
<PAGE>
TMP Land Mortgage Fund, LTD.
A California Limited Partnership
funds from mortgage interest income andbank interest income, and second from
cash on hand. The Partnership is also negotiating the full or partial repayment
of at least two of the loans in the portfolio within the next six 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 continue
distributions to investors and to meet all cash requirements, including these
taxes. The General Partners are negotiating with the City of San Jacinto and
plan to delay the payment of these taxes. In the meantime, distributions to
investors have been suspended and the Partnership had defaulted on the payment
of the mello-roos obligations and the property taxes on these properties.
The Partnership established reserves of approximately 2% of the Partnership's
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 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 to develop and/or sell all of the properties which 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
