<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, 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 September 30, 1994
(unaudited) and December 31, 1993 3
Statements of Operations for the Three Months and
Nine Months ended September 30, 1994 and 1993 (unaudited) 4-5
Statements of Cash Flows for the Nine Months ended
September 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
2
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<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
TMP Land Mortgage Fund, LTD.
A California Limited Partnership
Balance Sheets
September 30,
1994 December 30,
(unaudited) 1993
----------- -----------
Assets
------
<S> <C> <C>
Cash $ 482,851 $ 1,590,115
Mortgage Loans on Real Estate (Note 3) 11,465,000 12,890,000
Investment in Unimproved Land (net of valuation
allowance of $3,809,825 and $0, respectively) 707,277 0
Accrued Interest Receivable 86,146 134,317
---------- ----------
Total Assets $12,741,274 $14,614,432
========== ==========
Liabilities and Partners' Capital
---------------------------------
Accounts Payable $ 0 $ 3,565
Property Taxes Payable 707,277 0
Accrued Expenses and Liabilities 1,438 4,145
---------- ----------
Total Liabilities 708,715 7,710
---------- ----------
Partners' Capital
General Partners (36,874) 1,408
Limited Partners, 20,000 equity units authorized;
15,715 units outstanding as of September 30, 1994
14,641 units outstanding as of December 31, 1993 12,069,433 14,605,314
---------- ----------
Total Partners' Capital 12,032,559 14,606,722
---------- ----------
Total Liabilities and Partners' Capital $12,741,274 $14,614,432
========== ==========
</TABLE>
See Accompanying Notes to Financial Statements
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,
1994 1993
------------- -------------
Income
<S> <C> <C>
Interest Income $ 293,978 $ 311,185
Other Income 4,147 0
------------- --------
Total Income 298,125 311,185
------------- --------
Expenses
Loss on Decline in Market Value of Property 1,396,646 0
General and Administrative Expenses 3,920 9,938
Interest Expense 0 0
------------- --------
Total Expenses 1,400,566 9,938
------------- --------
Net Income (Loss) $ (1,102,441) $ 301,247
============= ========
Allocation of Net Income (Loss) (Note 2)
General Partners $ (11,024) $ 3,012
============= ========
Limited Partners $ (1,091,417) $ 298,235
============= ========
Limited Partners, per unit $ (69.45) $ 23.44
============= ========
</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 Operations
(Unaudited)
Nine Months Ended
September 30, September 30,
1994 1993
------------ --------------
Income
<S> <C> <C>
Interest Income $ 994,273 $ 879,384
Other Income 4,228 0
------------ --------
Total Income 998,501 879,384
------------ --------
Expenses
Loss on Decline in Market Value of Property 3,809,825 0
General and Administrative Expenses 30,730 43,698
Interest Expense 0 891
------------ --------
Total Expenses 3,840,555 44,589
------------ --------
Net Income $ (2,842,054) $ 834,795
============ ========
Allocation of Net Income (Loss) (Note 2)
General Partners $ (28,420) $ 8,348
============ ========
Limited Partners $ (2,813,634) $ 826,447
============ ========
Limited Partners, per unit $ (179.04) $ 64.96
============ ========
</TABLE>
See Accompanying Notes to Financial Statements
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,
1994 1993
-------------- -------------
<S> <C> <C>
Cash Flows From Operating Activities
Net Income (Loss) $(2,842,054) $ 834,795
Adjustments to Reconcile Net Income (Loss) to
Net Cash Used in Operating Activities:
Loss on Decline in Market Value of Property 3,809,825 0
Changes in assets and liabilities:
Increase in Mortgage Loans on Real Estate 2,125,000) (2,125,000)
(Increase) / Decrease in Receivable 48,171 (32,781)
Increase / (Decrease) in Accounts Payable
and Accrued Liability (6,272) 96,130
Net Cash Used in Operating Activities 1,115,330) (1,226,856)
----------- -----------
Cash Flows From Investing Activities:
Increase in Capitalized Carrying Costs (259,825) 0
Net Cash Used In Investing Activities (259,825) 0
----------- ------------
Cash Flows From Financing Activities:
Capital Contributions from Limited Partners 1,254,000 4,389,000
Distributions to Partners (986,109) (889,388)
----------- ------------
Net Cash Provided By Financing Activities 267,891 3,499,612
----------- ------------
Net Increase (Decrease) in Cash (1,107,264) 2,272,756
Cash, Beginning of Period 1,590,115 986,450
----------- ------------
Cash, End of Period $ 482,851 $ 3,259,206
=========== ============
</TABLE>
Supplemental Schedule of Non-Cash Investing and Financing Activities:
- ---------------------------------------------------------------------
Non-cash investing and financing activities during the nine months ended
September 30, 1994 consist of acquiring properties through foreclosure
proceedings on two mortgage loans receivable. The outstanding loan balances of
$3,550,000 on the dates of foreclosure were recorded as Property Held for Sale.
In addition, the Partnership capitalized property taxes payable for these
properties of $707,277 as well as carrying costs of $259,825. Concurrent with
the foreclosures, a valuation allowance of $3,809,825 was recorded to reduce the
net carrying value of the properties to their fair market values.
See Accompanying Notes to Financial Statements
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 seven land loans outstanding as of September 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 - 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 $3,809,825 and $3,836,224
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
as of September 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 4 to the
Partnership's financial statements.
During the nine months ended September 30, 1994, the Partnership made three
loans totaling $2,725,000. There were two loans totaling $2,125,000 made during
the nine months ended September 30, 1993.
The first loan made during the nine months ended September 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.
8
<PAGE>
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 nine months ended September 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. Management is presently making every effort to sell the properties
securing these loans. Efforts are also underway to find joint venture partner
to develop these properties. It has become 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 approximately $700,000 of Mello Roos obligation until homes
9
<PAGE>
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.
In August of 1994, the fourth mortgage loan in the amount of $1,875,000
defaulted. Notice of Default has been filed and foreclosure proceedings have
been initiated. Title to this property will revert to the Partnership in
December, 1994. This property was originally scheduled for a Wal-Mart shopping
center. To determine continued interest TMP has contacted Wal-Mart, City of
Banning, and two Wal-Mart shopping center developers. TMP anticipates that the
City will extend the Sale Tax Revenue Sharing Measure adopted when the loan was
made enticing Wal-Mart to acquire and develop the property. Wal-Mart believes
the property is not ready for another 12 to 18 months in light of current market
conditions, but remains interested in the property. The City will work with the
Partnership to maintain Wal-Mart's incentive via the Revenue Sharing
Arrangement.
A Notice of Default on the Fox-Olsen Loan, Loan #5, was filed in July 1994 and
title to the property reverted to the Partnership on November 2, 1994. The
Partnership is using every effort to market and sell this property. The taxes on
this property are very low and are not expected to affect the capital of the
Partnership.
Total interest received on mortgage loans during the nine months and three
months ended September 30,1994 was $994,273 and $293,978, respectively. Total
interest received during the nine months and three: months ended September 30,
1993 was $879,384 and $311,185, respectively.
Partners' capital contributions for the nine months and three months ended
September 30, 1994 totaled $1,254,000 and $0, respectively. Partners' capital
contributions for the nine months and three months ended September 30, 1993
totaled $4,389,000 and $1,834,000, 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 September 30,
1994, a total of $15,715,000, representing 15,715 units, had been contributed by
partners.
Distributions to partners during the nine months and three months ended
September 30, 1994 totaled $986,109 and $317,442, 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 for at least the next twelve months.
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.
10
<PAGE>
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. The Partnership is
also currently making every effort to develop and/or sell one or more of the
properties it holds.
11
<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.
12
<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
13
