<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, 1996
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. Consolidated Financial Statements
Consolidated Balance Sheets as of June 30, 1996 (unaudited)
and December 31, 1995 3
Consolidated Statements of Operations for the Three and
Six Months ended June 30, 1996 and 1995 (unaudited) 4-5
Consolidated Statements of Cash Flows for the Six Months
ended June 30, 1996 and 1995 (unaudited) 6
Notes to Consolidated Financial Statements (unaudited) 7-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-12
PART II OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
2
<PAGE>
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
TMP Land Mortgage Fund, LTD.
A California Limited Partnership
Consolidated Balance Sheets
June 30,
1996 December 31,
unaudited) 1995
Assets
------
<S> <C> <C> <C> <C> <C> <C>
Cash $ 0 $ 162,491
Mortgage Loans on Real Estate 2,000,000 3,320,000
Investment in Unimproved Land (net of valuation
allowance of $3,941,212 and $3,882,530,
respectively) 9,773,904 7,481,697
Accounts Receivable 142,965 157,966
Investment in Joint Venture 1,025,311 1,155,867
----------- -------------
Total Assets $ 12,927,698 $ 12,278,021
=========== =============
Liabilities and Partners' Capital
---------------------------------
Accounts Payable $ 139,037 $ 33,422
Property Taxes Payable 2,658,839 2,026,071
Accrued Expenses 800 800
Due to Affiliates 1,258 166,875
------------ ------------
Total Liabilities 2,785,452 2,227,168
------------ ------------
Minority Interest 79,029 35,136
Partners' Capital
General Partners (56,571) (57,046)
Limited Partners, 20,000 equity units authorized;
15,715 units outstanding as of June 30, 1996
and December 31, 1995 10,119,788 10,072,763
------------ ------------
Total Partners' Capital 10,063,217 10,015,717
------------ ------------
Total Liabilities and Partners' Capital $ 12,927,698 $ 12,278,021
============ ============
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
3
<PAGE>
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
TMP Land Mortgage Fund, LTD.
A California Limited Partnership
Consolidated Statements of Operations
(Unaudited)
Three Months Ended
June 30, June 30,
1996 1995
----------- -------------
Income
- ------
<S> <C> <C>
Interest Income $ (4,088) $ 159,890
Joint Venture Income 63,784 0
Loss on Investments (2,099) 0
Other Income 900 0
----------- ------------
Total Income 58,497 159,890
----------- ------------
Expenses
- --------
Loss on Decline in Market Value of Property 11,419 22,431
Licenses and Fees 0 250
Postage and Printing 0 1,373
Accounting 0 200
Management Support 0 1,558
Legal Fees 0 0
----------- ------------
Total Expenses 11,419 25,812
----------- ------------
Net Income Loss $ 46,927 $ 134,078
=========== ============
Allocation of Net Income
General Partners $ 469 $ 1,341
=========== ============
Limited Partners $ 46,458 $ 132,737
=========== ============
Limited Partners, per unit $ 2.96 $ 8.45
=========== ============
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
4
<PAGE>
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
TMP Land Mortgage Fund, LTD.
A California Limited Partnership
Consolidated Statements of Operations
(Unaudited)
Six Months Ended
June 30, June 30,
1996 1995
---------- ----------
Income
- ------
<S> <C> <C>
Interest Income $ 67,835 $ 408,102
Joint Venture Income 63,784 0
Loss on Investments (24,984) 0
Other Income 1,800 0
---------- ----------
Total Income 108,435 408,102
---------- ----------
Expenses
- --------
Loss on Decline in Market Value of Property 58,682 30,007
Licenses and Fees 0 250
Postage and Printing 0 4,773
Accounting 0 12,900
Interest Expense 1,082 0
Joint Venture Expenses 151 0
Management Support 0 5,701
Legal Fees 1,020 177
Loan Administration 0 531
---------- ----------
Total Expenses 60,935 54,339
---------- ----------
Net Income $ 47,500 $ 353,763
========== ==========
Allocation of Net Income
General Partners $ 475 $ 3,538
========== ==========
Limited Partners $ 47,025 $ 350,225
========== ==========
Limited Partners, per unit $ 2.99 $ 22.29
========== ==========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
5
<PAGE>
PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
ITEM 1. Financial Statements
TMP Land Mortgage Fund, LTD.
A California Limited Partnership
Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended
June 30, June 30,
1996 1995
------------ ------------
<S> <C> <C>
Cash Flows From Operating Activities
Net Income $ 47,500 $ 353,763
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
Loss on Decline in Market Value of Property 58,682 30,007
Loss on investments 24,984 0
Changes in assets and liabilities:
Increase (Decrease) in Accounts Payable 105,615 25,985
Increase in Accrued Interest Receivable 0 (11,664)
Increase in Accrued Expenses 0 1,740
Increase in Loans Receivable 0 (100,125)
Increase (Decrease) in Due to Affiliates (165,617) 88,047
Decrease in Investments 105,572 0
Decrease (Increase) in Accounts Receivable 15,001 (2,756)
------------ -----------
Net Cash Provided by Operating Activities 191,737 384,997
------------ -----------
Cash Flows From Investing Activities:
Increase in Capitalized Carrying Costs (116,243) (58,026)
Increase in Land Development Costs (281,878) 0
Increase in Minority Interest in Investments 43,893 0
------------ -----------
Net Cash Used in Investing Activities (354,228) (58,026)
------------ -----------
Cash Flow From Financing Activities:
Distributions to Partners 0 (317,315)
------------ -----------
Net Cash Used in Financing Activities 0 (317,315)
------------ -----------
Net Increase (Decrease) in Cash (162,491) 9,656
Cash, Beginning of Period 162,491 443,587
------------ -----------
Cash, End of Period $ (0) $ 453,243
============ ===========
</TABLE>
Supplemental Schedule of Non-Cash Investing and Financing Activities:
Non-cash investing and financing activities during the six months ended June 30,
1996 consists of the Partnership capitalizing property taxes for foreclosed
properties of $632,768 as well as carrying costs of $116,243. A valuation
allowance of $104,988 was recorded to reduce the net carrying value of the
properties to their fair market values.
See Accompanying Notes to Consolidated Financial Statements
6
<PAGE>
TMP Land Mortgage
Fund, LTD.
A California Limited Partnership
Notes to Consolidated Financial Statements
(Unaudited)
NOTE 1 - Summary of Significant Accounting Policies
Principles of Consolidation - The consolidated financial statements include the
- ---------------------------
accounts of the Partnership and its majority-owned investments, TMP Homes
Remington, LLC (Remington) and TMP Homes Flowerfield-Sun City, LLC (Sun City).
All significant intercompany accounts and transactions have been eliminated in
consolidation.
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 as of June 30, 1996. Three of the
loans had been repaid in full, and nine of the loans had defaulted. On eight of
the defaults which had occurred, the Partnership had acquired the property
securing the loans. On the ninth loan, the Partnership was in the process of
negotiating an extension of the loan while the Borrower attempted to secure
additional funding to repay the loan.
NOTE 4 - Restatement and Reissuance of 1994 and 1995 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
7
<PAGE>
TMP Land Mortgage Fund, LTD.
A California Limited Partnership
Notes to Financial Statements
(Unaudited)
NOTE 4 - Restatement and Reissuance of 1994 and 1995 Financial Statements,
Continued
through foreclosure should be recorded at the lower of cost or fair value less
costs of disposal at the date of foreclosure. The 1994-1995 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 $3,882,530 and $3,836,224 as if December 31, 1995 and 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 consolidated financial statements
for 1994 and 1995 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 $1.3 million. Accordingly, the consolidated 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.
In accordance with generally accepted accounting principles, the financial
statements of majority-owned investments are required to be consolidated. The
1995 and 1996 financial statements originally issued did not properly account
for the consolidation of all significant majority-owned investments. Therefore,
the financial statements of these majority owned entities have been consolidated
with the financial statements of the Partnership's and have been restated for
fiscal year 1995 and 1996 to reflect the consolidation and related minority
interests of $35,000 for Remington and Sun City as of December 31, 1995 and
$79,000 at June 30, 1996.
8
<PAGE>
TMP Land Mortgage Fund, LTD.
A California Limited Partnership
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 June 30, 1996, the Partnership had received and accepted subscriptions of
15,715 units, representing total subscription proceeds in the amount of
$15,715,000. All 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 in
negotiation with the Borrower to either extend the loan or foreclose on the
property securing the loan. The status of the loans and the properties that the
Partnership now owns as a result of the foreclosure proceedings are discussed on
the following pages.
Loan #1 - PR Equities
Loan #2 - PR Equities
The Partnership foreclosed on the property that secured these loans during 1994
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 nearly $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, and the overall
bonded indebtedness and the annual debt service should be reduced. A meeting
with all of the property owners, the City of San Jacinto and the bondholders is
likely to occur by mid-August. Based on the outcome of that meeting, the General
Partners will make a definitive decision on whether to proceed with a program to
build homes on the lots.
See restatement and resissuance of financial statements in Note 4 to the
Partnership's consolidated financial statements.
Loan #3 - Frame Loan
Loan was repaid.
9
<PAGE>
TMP Land Mortgage Fund, LTD.
A California Limited Partnership
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations, Continued
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 is listed for sale.
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. New
home construction is nearby and the Partnership, in Joint Venture with TMP
Homes, is preparing to build 44 homes on the property acquired via foreclosure
of the Fox-Olson Loan #2. The construction will be financed through a
construction loan from Citizens Bank.
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.
Lot development and project engineering plans are 90% complete and nearly ready
to be submitted to the City of San Diego for plan check. TMP Homes is in the
process of negotiating participation agreements with the City for the offsite
improvements on Otay Mesa Road, and is working with San Diego Gas and Electric
to determine the plans for the realignment of the 69KV overhead transmission
lines that must be moved to accommodate the residential development.
Architectural and floor plan development is planned to begin in August. A Meyers
Group market survey and feasibility study indicate that homes can be built and
sold at a profit on this project.
The General Partners would then seek construction financing for the models and
the first phase of production homes. After receiving its full land base, the
Partnership will also receive 75% of any profits generated from the sale of the
houses.
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 and it is anticipated that the
map recordation and offsite construction could commence before November 1996.
10
<PAGE>
TMP Land Mortgage Fund, LTD.
A California Limited Partnership
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations, Continued
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. However, the previous debtor is attempting, through litigation, to
set aside the foreclosure. Counsel for the Partnership is preparing a motion for
a summary judgment against the debtor, which, if successful, will remove the lis
pendens and end the lawsuit.
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 the Partnership
$100,000. 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 and the 13
adjacent lots previously acquired by TMP Mortgage Income Plus, Ltd. through
foreclosure.
Loan 12 - Peppertree
As of June 30, 1996, the Partnership had extended the loan on a month-to-month
basis while the borrower attempted to secure loan approval to repay the
Partnership. On July 28, 1996, the Partnership received $1.5 million in
principal, together with $138,000 in accrued interest and charges. The loan was
approved with contingencies which include a stipulation that a joint venture be
formed between the debtor and the Partnership to build out the property. The
Partnership will hold a $500,000 equity position in the joint venture.
Total interest received on mortgage loans during the first six months of 1996
was $66,753. There were no distributions made to investors during the first six
months of 1996. 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.
11
<PAGE>
TMP Land Mortgage Fund, LTD.
A California Limited Partnership
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations, Continued
The General Partners intend to meet currently anticipated cash requirements for
at least the next twelve months by first using funds from the repayment of Loan
#12, the Peppertree loan, which was repaid on July 28, 1996. As of this date,
the General Partners had made no decision whether or how much of the capital
balance and interest income would be returned to the Limited Partners in the
form of a distribution. The General Partners are negotiating with the City of
San Jacinto and plan to delay the payment of the Mello-Roos taxes on the
property in San Jacinto. In the meantime, distributions to investors have been
suspended and the Partnership has 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. 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.
12
<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.
13
<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
14
