<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-K/A
(Mark One)
[X] Annual report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 (Fee Required)
For the fiscal year ended December 31, 1994
[ ] Transition report pursuant to Section 13 or 15 (d) of the Securities
Exchange act of 1934 (No Fee Required).
For the transition from _________to____________
------------------
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 (I.R.S. Employer Identification No.)
incorporation or organization)
801 N. 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)
------------------------
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
- - ------------------- ------------------------------
N/A N/A
Securities to be registered pursuant to Section 12 (g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTEREST
-------------------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has 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 for 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>
Table of Contents
Report of Independent Auditors 1
Balance Sheets 2
Statements of Operations 3
Statements of Partners' Capital 4
Statements of Cash Flows 5-6
Notes to Financial Statements 7-11
Supplementary Information 12-15
<PAGE>
Report of Independent Auditors
To the Partners
TMP Land Mortgage Fund, Ltd.
(A California Limited Partnership)
We have audited the accompanying balance sheets of TMP Land Mortgage Fund, Ltd.
(A California Limited Partnership) as of December 31, 1994 and 1993, and the
related statements of operations, partners' capital, and cash flows for the
years ended December 31, 1994, 1993 and 1992. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of TMP Land Mortgage Fund, Ltd. (A
California Limited Partnership) as of December 31, 1994 and 1993, and the
results of its operations and its cash flows for the years then ended, in
conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplementary information contained in Schedule
I and II is presented for purposes of additional analysis and is not a required
part of the basic financial statements. Such information has been subjected to
the auditing procedures applied in the audit of the basic financial statements
and, in our opinion, is stated fairly in all material respects in relation to
the basic financial statements taken as a whole.
Balser, Horowitz, Frank & Wakeling
/S/ BALSER, HOROWITZ, FRANK & WAKELING
An Accountancy Corporation
Santa Ana, California
January 24, 1995, except for footnote 7 which is as of May 15, 1999
-1-
<PAGE>
<TABLE>
<CAPTION>
TMP Land Mortgage Fund, LTD.
(A California Limited Partnership)
Balance Sheets
December 31, 1994 and 1993
Assets
------
1994 1993
---- ----
<S> <C> <C>
Cash $ 443,587 $ 1,590,115
Accrued Interest Receivables 91,902 134,317
Mortgage Loans on Real Estate (Schedule I) 8,270,000 12,890,000
Investment in Unimproved Land (net of
valuation allowance of $3,836,224 and $0,
respectively) (Note 1) (Schedule II) 4,163,501 0
---------- ----------
Total Assets $12,968,990 $14,614,432
========== ==========
Liabilities and Partners' Capital
---------------------------------
Accounts Payable $ 16,177 $ 3,565
Due to Affiliates 869 3,345
Property Taxes Payable 979,196 0
Accrued Expenses 800 800
---------- ----------
Total Liabilities 997,042 7,710
---------- ----------
Partners' Capital (Note 3)
General Partners (37,482) 1,408
Limited Partners; 20,000 Equity Units
Authorized, 15,715 units and 14,461
units outstanding at December 31, 1994
and 1993, respectively 12,009,430 14,605,314
---------- ----------
Total Partners' Capital 11,971,948 14,606,722
---------- ----------
Total Liabilities and Partners' Capital $12,968,990 $14,614,432
========== ==========
</TABLE>
See Accompanying Notes and Independent Auditor's Report
-2-
<PAGE>
<TABLE>
<CAPTION>
TMP Land Mortgage Fund, LTD.
(A California Limited Partnership)
Statements of Income
For the Years Ended December 31, 1994, 1993 and 1992
1994 1993 1992
---- ---- ----
Income
- ------
<S> <C> <C> <C>
Mortgage Loan Interest Income $ 1,216,528 $ 1,237,782 $265,191
Bank Deposit Interest Income 37,103 34,513 15,859
Loan Commitment Fee 0 0 4,000
Other Income 4,528 0 0
----------- ---------- -------
Total Income 1,258,159 1,272,295 285,050
----------- ---------- -------
Expenses
- --------
Loss on Decline in Market Value of Property 3,836,224 0 0
Accounting and Legal 24,059 23,146 1,794
Advertising 0 0 1,344
California Franchise Tax 800 800 800
Foreclosure Costs 40,061 0 0
Interest 0 890 4,255
Loan Administration 35 459 2,161
Office Expenses 3,210 5,014 2,090
Postage and Printing 6,677 6,518 0
Secretarial and Bookkeeping Support 11,651 21,097 4,755
----------- ---------- -------
Total Expense 3,922,717 57,924 18,659
----------- ---------- -------
Net Income (Loss) $(2,664,558) $ 1,214,371 $266,391
=========== ========= =======
Allocation of Net Income or (Loss)
General Partners, in the Aggregate $ (26,646) $ 12,144 $ 2,664
=========== ========== =======
Limited Partners, in the Aggregate $(2,637,912) $ 1,202,227 $263,727
=========== ========== =======
Limited Partners, per Equity Unit $ (168) $ 83 $ 32
=========== ========== =======
</TABLE>
See Accompanying Notes and Independent Auditor's Report
-3-
<PAGE>
<TABLE>
<CAPTION>
TMP Land Mortgage Fund, LTD.
(A California Limited Partnership)
Statements of Partners' Capital
For Years Ended December 31, 1994, 1993 and 1992
General Limited
Partners Partners Total
<S> <C> <C> <C>
Partners' Capital, December 31, 1991 $ 0 $ 1,007 $ 1,007
Capital Contributed in 1992 0 8,333,000 8,333,000
Net Income for 1992 2,664 263,727 266,391
Distribution to Partners in 1992 (2,068) (204,647) (206,715)
-------- ----------- -----------
Partners' Capital, December 31, 1992 596 8,393,087 8,393,683
Capital Contributed in 1993 0 6,127,000 6,127,000
Net Income for 1993 12,144 1,202,227 1,214,371
Distribution to Partners in 1993 (11,332) (1,117,000) (1,128,332)
-------- ----------- -----------
Partners' Capital, December 31, 1993 1,408 14,605,314 14,606,722
Capital Contributed in 1994 0 1,254,000 1,254,000
Net Income for 1994 (26,646) (2,637,912) (2,664,558)
Distribution to Partners in 1994 (12,244) (1,211,972) (1,224,216)
-------- ----------- -----------
Partners' Capital, December 31, 1994 $ (37,482)$ 12,009,430 $ 11,971,948
======== =========== ===========
Distributions to Limited Partners, per equity unit, for 1994, 1993 and 1992 were
$77, $77 and $25 respectively, as determined by dividing the distribution to
partners for the year by number of units outstanding at the end of the year.
</TABLE>
See Accompanying Notes and Independent Auditor's Report
-4-
<PAGE>
<TABLE>
<CAPTION>
TMP Land Mortgage Fund, LTD.
(A California Limited Partnership)
Statements of Cash Flows
For Years Ended December 31, 1994, 1993 and 1992
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Cash Flows From Operating Activities
Net Income (Loss) $ (2,664,558)$ 1,214,371 $ 266,391
Adjustments to Reconcile Net Income (Loss)
to Net Cash Used in Operating Activities:
Loss on Decline in Market Value of
Property 3,836,224 0
Changes in assets and liabilities:
(Increase)/Decrease in Accrued Interest
Receivable 42,415 (68,452) (65,865)
Increase in Accounts Payable 12,612 733 2,832
Increase in Accrued Expenses 0 0 800
Increase in Mortgage Loans on Real Estate (2,125,000 (5,545,000)(7,345,000)
Increase/(Decrease) in Due to Affiliates (2,476) 3,345 0
Net Cash Used in Operating Activities (900,783) (4,395,003)(7,140,842)
------------ ----------- ---------
Cash Flows From Investing Activities:
Payment for Development and Carrying Costs (275,529) 0 0
------------ ----------- --------
Net Cash Used In Investing Activities (275,529) 0 0
------------ ----------- --------
Cash Flows From Financing Activities:
Capital Contributions 1,254,000 6,127,000 8,333,000
Distributions to Partners (1,224,216) (1,128,382) (206,715)
--------- --------- ---------
Net Cash Provided by Financing Activities 29,784 4,998,668 8,126,285
---------- --------- --------
Net Increase or (Decrease) in Cash (1,146,528) 603,665 985,443
Cash, Beginning 1,590,115 986,450 1,007
--------- ----------- --------
Cash, Ending $ 443,587 $ 1,590,115 $ 986,450
=========== ========== ========
Supplemental Disclosures of Cash
Flow Information:
Cash paid for income taxes $ 800 $ 800 $ 0
Cash paid for interest $ 0 $ 890 $ 4,255
</TABLE>
See Accompanying Notes and Independent Auditor's Report
-5-
<PAGE>
TMP Land Mortgage Fund, LTD.
(A California Limited Partnership)
Statements of Cash Flows-Continued
For Years Ended December 31, 1994, 1993 and 1992
Supplemental Schedule of Non-Cash Investing and Financing Activities:
- ---------------------------------------------------------------------
Non-cash investing and financing activities during the twelve months ended
December 31, 1994 consist of the acquisition of property through foreclosure
proceedings on four mortgage loans receivable. The outstanding aggregate loan
balances of $6,745,000 on the dates of foreclosure were recorded as Property
Held For Sale. In addition, the Partnership capitalized property taxes payable
and carrying costs for these properties of $1,393,403 and recorded a resulting
payable for property taxes due of $979,196. Concurrent with the foreclosure, a
valuation allowance was recorded against certain of these properties to reduce
the net carrying value of the properties to their market value. At December 31,
1994, the valuation allowance totals $3,836,224 which has been recorded as a
loss on decline in market value on the accompanying statements of operations.
The Partnership did not engage in any non-cash investing or financing activities
during the years ended December 31, 1993 and 1992.
See Accompanying Notes and Independent Auditor's Report
-6-
<PAGE>
TMP Land Mortgage Fund, LTD.
(A California Limited Partnership)
Notes to Financial Statements
December 31, 1994 and 1993
Note 1 - General and Summary of Significant Accounting Policies
General - TMP Land Mortgage Fund, Ltd., A California Limited Partnership (the
- -------
"Partnership"), was organized in 1991 in accordance with the provisions of the
California Uniform Limited Partnership Act. The purpose of the Partnership is to
make short-term (generally one to three-year) loans to unaffiliated parties
secured by first trust deeds (mortgages) on unimproved real property primarily
in the Inland Empire area of Southern California and to provide cash
distributions on a current basis to the limited partners, primarily from
interest earned on the mortgage loans.
Investment in Unimproved Land - Investment in unimproved land is stated at the
- ------------------------------
balance of the foreclosed loan plus carrying and improvement costs incurred
subsequent to foreclosure, net of a valuation allowance, as necessary, to state
the properties at their fair value. All costs associated with the acquisition
and improvement of a property are capitalized including all direct carrying
costs; such as interest expense and property taxes.
Syndication Costs - Syndication costs (such as commissions, printing, and legal
- -----------------
fees) were paid by an affiliate of the Partnership, TMP Realty, Inc. (See Notes
2 and 6.)
Income Taxes - No provision for federal income taxes has been made in the
- -------------
accompanying consolidated financial statements as all profits and losses flow
through to the respective partners and are recognized on their individual income
tax returns. However, the minimum California franchise tax paid by the
Partnership and at December 31, 1994 and 1993 was $800 per year.
Cash and Cash Equivalents - For purposes of the Consolidated Statements of Cash
- -------------------------
Flows, the Partnership considers all highly liquid investments with a maturity
of three months or less to be cash equivalents. During the normal course of its
business, the Partnership accumulates cash and maintains deposits at various
banks. Occasionally, the cash deposit at a particular bank may exceed the
federally insured limit. Any accounting loss or cash requirement resulting from
the failure of a bank would be limited to such excess amounts.
Use of Estimates - In the preparation of financial statements in conformity with
- ----------------
generally accepted accounting principles, management is required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities as of the
date of the financial statements and revenues and expenses during the reporting
period.
Actual results could differ from these estimates.
Concentration - All unimproved land parcels held for sale are located in the
- -------------
Inland Empire area of Southern California. The eventual sales price of all
parcels is highly dependent on the real estate market conditions. The
Partnership attempts to mitigate any potential risk by monitoring the market
condition and holding the land parcels until the real estate market recovers.
-7-
<PAGE>
TMP Land
Mortgage Fund, LTD.
(A California Limited Partnership)
Notes to Financial Statements
December 31, 1994 and 1993
Note 2 - Organization of the Partnership
TMP Properties (A California General Partnership) and TMP Investments, Inc. (A
California Corporation) originally formed the Partnership on November 15, 1991
as the general partners. The partners of TMP Properties are William O. Passo,
Anthony W. Thompson and Scott E. McDaniel. William O. Passo and Anthony W.
Thompson were the shareholders of TMP Investments, Inc. until October 1, 1995,
when they sold their shares to TMP Group, Inc. and then became the shareholders
of TMP Group, Inc.
The general partners manage and control the affairs of the Partnership,
including final approval of all loans and investments, and have ultimate
authority for matters affecting the interests of the Partnership. All
organization and offering expenses of the Partnership were paid by TMP Realty,
an affiliate of the general partners, in exchange for loan fees (or points) on
each mortgage loan.
The partnership agreement provides for two types of investments: Individual
Retirement Accounts (IRA) and others. The IRA minimum purchase requirement was
$2,000 and all others were a minimum purchase requirement of $5,000. The maximum
liability of the limited partners is the amount of their capital contribution.
Note 3 - Partners' Contributions
The Partnership raised capital through a public offering of units at $1,000 per
unit. The minimum offering size was 1,000 units or $1,000,000. The maximum
offering size was 20,000 units or $20,000,000. As of April 21, 1994, 15,715
units were sold for total capital contributions of $15,715,000 and the offering
was closed.
Note 4 - Allocation of Profits and 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.
Distributions made during 1994, 1993 and 1992 are shown on the accompanying
statements of partners' capital.
Note 5 - Related Party Transactions
Unaffiliated borrowers paid broker loan placement fees to TMP Realty, Inc., an
affiliate of the General Partners, of $258,750,and $523,425 during 1994 and
1993, respectively, for assistance in negotiating loan terms with the
Partnership. TMP Realty, Inc. pays all organization and offering expenses,
including all legal, accounting, printing, registration and other costs. In
addition, the borrowers paid loan servicing fees
-8-
<PAGE>
TMP Land
Mortgage Fund, LTD.
(A California Limited Partnership)
Notes to Financial Statements
December 31, 1994 and 1993
Note 5 - Related Party Transactions, continued
to TMP Investments, Inc., a general partner of the Partnership, of $69,375 and
$130,856 during 1994 and 1993, respectively.
Under the terms of the Agreement, if the General Partners or their affiliates
provide a substantial amount of services in connection with the sale of a
property, or a portion of it, acquired through foreclosure or otherwise, they
shall be paid a commission not to exceed the lesser of 1) one-half of the normal
and competitive percentage of gross sales price charged for similar services by
an unaffiliated partner; or 2) 3% of the gross sales price of the property. The
payment shall be subordinate to a return of all of the limited partners' capital
contributions and the payment to the limited partners of their cumulative
returns.
Units were offered to the public through TMP Capital Corp. ("TMP Capital"), an
affiliate of the General Partners, as managing broker-dealer. As the managing
broker-dealer, TMP Capital received a sales commission of up to 10% of the gross
proceeds, up to 8% of which was reallocated to soliciting dealers on units sold
by them. These sales commissions were paid by TMP Realty, Inc.
During 1994, 1993 and 1992, respectively, the Partnership was charged $21,381,
$32,791 and $7,302, respectively, (of which $869, $3,345 and $2,068 is included
in the accrued expense balance at year-end) by TMP Investments, Inc. for cost
reimbursements for office and secretarial expenses. During 1993 and 1992, the
Partnership borrowed $201,875 and $600,000, respectively, from TMP Properties to
fund mortgage loans. The Partnership reimbursed TMP Properties for the loans of
$201,875 and $600,000 and interest in the amount of $890 and $822 during 1993
and 1992, respectively.
Note 6 - Mortgage loans on real estate
The loan agreements require borrowers to place funds from the loan proceeds in a
restricted bank account equal to the total interest payments over the term of
the loan.
The Partnership receives a first security interest in said account as additional
collateral for the payment of the note. The borrowers instruct the bank to pay
to the Partnership the amount of the monthly loan payment. In view of this, the
only accrual of interest on the loans is for the portion of each month the loan
is earning interest until the first of the following month when the funds are
released from the restricted account.
In the event of foreclosure, the collateral would be recorded at its fair value
at the time of foreclosure, less costs of disposal. Fair value would be
considered to be the lower of (a) appraised value determined by an independent
real estate appraiser, or (b) the general partners' determination of the value
of the property based on their analysis.
The Partnership would consider collateral for a loan in substance foreclosed if
all of the following criteria are met:
-9-
<PAGE>
TMP Land
Mortgage Fund, LTD.
(A California Limited Partnership)
Notes to Financial Statements
December 31, 1994 and 1993
Note 6 - Mortgage loans on real estate, continued
1. The borrower has little or no equity in the collateral, considering the
current fair value of the collateral; and
2. Proceeds for repayment of the loan can be expected to come only from the
operation or sale of the collateral; and
3. The borrower has either:
a) formally or effectively abandoned control of the collateral to the
Partnership, or
b) retained control of the collateral but, because of the current financial
condition of the borrower, or the economic prospects for the borrower
and/or the collateral in the foreseeable future, it is doubtful that the
borrower will be able to rebuild equity in the collateral or otherwise
repay the loan in the foreseeable future.
If this occurred, the collateral would be considered foreclosed and would be
recorded at its fair value.
The PR Equities loans for $2,400,000 and $1,150,000 matured January 14, 1994 and
May 30, 1994, respectively, went into default and were foreclosed on June 2,
1994 and August 11, 1994, respectively. The collateral (land) was recorded in
the accounts at the gross loan amounts, less a valuation allowance, to properly
state the net book value of the land at its fair value. (See Note 7)
The Sunset Crossing loan for $1,875,000 matured August 27, 1994, went into
default and was foreclosed December 21, 1994. The collateral (land) was recorded
in the accounts at the loan amount and unpaid property taxes at the time of
foreclosure, which approximate the fair value of the land.
The Olson loan for $1,320,000 matured June 24, 1994, went into default and was
foreclosed November 2, 1994. The collateral (land) was recorded in the accounts
at the loan amounts which approximate the fair value of the land.
The Olson #2 note for $500,000 matured December 17, 1994 and then went into
default. Foreclosure proceedings are expected to be completed by March, 1995 The
Environmental Development loan for $1,625,000 matured October 15, 1994 and has
been extended up to Mary 15, 1995 at the same interest rate and collateral.
During the year ended December 31, 1994 the Frame loan for $600,000 was paid in
full.
-10-
<PAGE>
TMP Land
Mortgage Fund, LTD.
(A California Limited Partnership)
Notes to Financial Statements
December 31, 1994 and 1993
Note 7 - Restatements and reissuances 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 approximately $3.8 million at the
date of foreclosure in 1994. 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.
-11-
Supplementary Information
<PAGE>
<TABLE>
<CAPTION>
TMP LAND MORTGAGE FUND, LTD
(A California Limited Partnership)
Schedule I - Mortgage Loans on Real Estate
(Schedule XII, Rule 12-29, for SEC Reporting Purposes
December 31, 1994
COLUMN A B C D E F G H
- ------------------------------------------------------------------------------------------------------------------------------------
Principal
Amount of
Loans Subject
Final Periodic Face Carrying to Delinquent
Description Interest Maturity Payment Prior Amount of Amount of Principal or
of Loans (A) Rate Date Term Liens Mortgages Mortgages Interest
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Olson #2 (Note 3) 12.5% 12/17/94 (B) None $ 500,000 $ 500.000 $ 500,000
2. Rockfield Development 12.5% 03/01/95 (B) None 100,000 100,000 None
3. Singletary 12.5% 04/12/95 (B) None 2,200,000 2,200,000 None
4. La Monte 12.5% 04/25/95 (B) None 1,220,000 1,220,000 None
5. Environmental
Development 12.5% 05/15/95 (B) None 1,625,000 1,625,000 None
6. Peppertree Land Company 12.5% 06/28/95 (B) None 2,000,000 2,000,000 None
7. Gregg Lansing 12.5% 09/23/95 (B) None 625,000 625,000 None
---------- --------- --------------
$ 8,270,000 $8,270,000 $ 500,000
Beginning Balance $12,890,000
Additions during period:
New mortgage loans 2,725,000
Reduction during period:
Loans paid off (600,000)
Loans foreclosed (6,745,000)
----------
Ending Balance $ 8,270,000
==========
<FN>
(A) All loans are first mortgage on unimproved property in the Southern California area.
(B) All loans provide for level monthly payments of interest only with the entire face amount of the mortgage due at maturity.
</FN>
</TABLE>
-13-
<PAGE>
<TABLE>
<CAPTION>
TMP LAND MORTGAGE FUND, LTD
(A California Limited Partnership)
Schedule I - Mortgage Loans on Real Estate
(Schedule XII, Rule 12-29, for SEC Reporting Purposes
December 31, 1993
COLUMN A B C D E F G H
- ------------------------------------------------------------------------------------------------------------------------------------
Principal
Amount of
Loans Subject
Final Periodic Face Carrying to Delinquent
Description Interest Maturity Payment Prior Amount of Amount of Principal or
of Loans (A) Rate Date Term Liens Mortgages Mortgages Interest
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. PR Equities (Note 3) 12.5% 01/14/94 (B) None $ 2,400,000 $ 2,400,000 None
2. Toman Company (Note 3) 12.5% 07/28/94 (B) None 600,000 600,000 None
3. Sunset Crossing
(Note 3) 12.5% 08/27/94 (B) None 1,875,000 1,875,000 None
4. PR Equities 12.5% 05/30/94 (B) None 1,150,000 1,150,000 None
5. Olson 12.5% 06/24/94 (B) None 1,320,000 1,320,000 None
6. Environmental
Development 12.5% 10/15/94 (B) None 1,625,000 1,625,000 None
7. Olson #2 12.5% 12/17/94 (B) None 500,000 500,000 None
8. Singletary 12.5% 04/12/95 (B) None 2,200,000 2,200,000 None
9. La Monte 12.5% 04/25/95 (B) None 1,220,000 1,220,000 None
--------- ---------
$12,890,000 $ 12,890,000
Beginning Balance $ 7,345,000
Additions during period:
New mortgage loans 5,545,000
---------
Ending Balance $12,890,000
==========
<FN>
(A) All loans are first mortgage on unimproved property in the Southern California area.
(B) All loans provide for level monthly payments of interest only with the entire face amount of the mortgage due at maturity.
</FN>
</TABLE>
-14-
<PAGE>
<TABLE>
<CAPTION>
TMP LAND MORTGAGE FUND, LTD
(A California Limited Partnership)
Schedule II - Real Estate and Accumulated Depreciation
(Schedule XI, Rule 12-28, for SEC Reporting Purposes
For the Year Ended December 31, 1994
COLUMN A B C D E F G H I
- -----------------------------------------------------------------------------------------------------------------------------------
COSTS CAPITALIZED
SUBSEQUENT Gross
TO ACQUISITION amount at Estimated
Initial Carrying which Carried Accumulated Date of Date Depreciable
Description of Assets Encumbrances Cost Improvement Cost at Year-End Depreciation Construction Acquired Life
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Unimproved land -
San Jacinto, CA $979,196 $2,400,000 $ 49,170 $1,198,263 $3,647,433 -0- n/a 06/02/94 n/a
Unimproved land -
San Jacinto, CA -0- 1,150,000 221 -0- 1,150,221 -0- n/a 08/11/94 n/a
Unimproved land -
Sun City, CA -0- 1,320,000 -0- -0- 1,320,000 -0- n/a 11/02/94 n/a
Unimproved land -
Banning, CA -0- 1,882,071 -0- -0- 1,882,071 -0- n/a 12/21/94 n/a
--- ---------- ------- --------- ----------- ---
$979,196 $6,752,071 $ 49,391 $1,198,263 $7,999,725 -0-
======== ========= ====== ========= ========= ===
Less: Valuation Allowance: 3,836,224
---------
Net Carrying Value: $4,163,501
==========
Reconciliation of
carrying amount
Beginning balance $ -0-
Additions
Initial Costs $6,752,071
Capitalized
Carrying Costs 1,198,263
Improvements 49,391
---------
Total Additions 7,999,725
Less: Valuation Allowance: 3,836,224
Ending balance $ 4,163,501
===========
</TABLE>
