<PAGE>
The registrant is filing restated 1994-1997 financial statements. These
restatements reflect changes discussed in Note 7 to the consolidated financial
statements.
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
Quarterly Report Pursuant to Section 13 or 15(d)
of
The Securities Exchange Act of 1934
For the Quarterly Period ended March 31, 1997
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 March 31, 1997
(unaudited) and December 31, 1996 3
Consolidated Statements of Operations for the Three
Months ended March 31, 1997 and 1996 (unaudited) 4
Consolidated Statements of Cash Flows for the Three
Months ended March 31, 1997 and 1996 (unaudited) 5
Notes to Consolidated Financial Statements (unaudited) 6-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
SIGNATURES 11
2
<PAGE>
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
TMP Land Mortgage Fund, LTD.
A California Limited Partnership
Consolidated Balance Sheets
March 31,
1997 December 31,
(unaudited) 1996
----------- ----
Assets
------
<S> <C> <C>
Cash $ 664,115 $ 361,515
Mortgage Loans on Real Estate 0 0
Investment in Unimproved Land (net of
valuation allowance of $3,978,272
and $3,978,272, respectively) 10,915,239 10,575,184
Accounts Receivable 120,401 18,507
Due from Affiliates (net of unamortized
discount of $118,778 and $123,688, respectively) 166,961 162,051
Investment in Joint Venture 603,811 1,610,019
----------- -----------
Total Assets $ 12,470,617 $ 12,727,276
=========== ===========
Liabilities and Partners' Capital
---------------------------------
Accounts Payable $ 13,500 $ 4,754
Accrued Expenses 800 800
Property Taxes Payable 3,498,446 3,251,916
Due to Affiliates 15,591 23,885
----------- -----------
Total Liabilities 3,528,337 3,281,355
----------- -----------
Minority Interest 226,631 216,173
Partners' Capital
General Partners (70,046) (64,906)
Limited Partners, 20,000 equity units authorized;
15,715 units outstanding as of March 31, 1997
and December 31, 1996 8,785,695 9,294,654
----------- -----------
Total Partners' Capital 8,715,649 9,229,748
----------- -----------
Total Liabilities and Partners' Capital $ 12,470,617 $ 12,727,276
=========== ===========
</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
March 31, March 31,
1997 1996
----------- ------------------
Income
- ------
<S> <C> <C>
Mortgage Loan Interest Income $ 0 $ 35,236
Other Interest Income 8,670 3,687
Investment Income 504,924 33,000
Loss on Investments (11,086) (22,885)
Other Income 900 900
----------- -----------
Total Income 503,408 49,938
----------- -----------
Expenses
- --------
Loss on Decline in
Market Value of Property 0 47,263
Accounting and Legal 9,980 1,020
Interest Expense 0 1,082
General & Administrative Expenses 5,669 0
California Franchise Tax 1,600 0
----------- -----------
Total Expenses 17,249 49,365
----------- -----------
Net Income before Minority Interest 486,159 573
Minority Interest (213) 0
----------- -----------
Net Income $ 485,946 $ 573
=========== ===========
Allocation of Net Income
General Partners $ 4,859 $ 6
=========== ===========
Limited Partners $ 481,087 $ 567
=========== ===========
Limited Partners, per unit $ 30.61 $ 0.04
=========== ===========
</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 Cash Flows
(Unaudited)
Three Months Ended
March 31, March 31,
1997 1996
----------- ----------
<S> <C> <C>
Cash Flows From Operating Activities
Net Income $ 485,946 $ 573
Adjustments to Reconcile Net Income to
Net Cash Provided by (Used in) Operating Activities:
Loss on Decline in Market Value of Property 0 47,263
Loss on Investments 11,086 22,885
Amortization on Due from Affiliates (4,910) 0
Gain on Sale of Investment (504,924) 0
Minority Interest in Income or Loss of Subsidiary 213 0
Changes in assets and liabilities:
Increase (Decrease) in Accounts Payable 8,746 (8,767)
Decrease in Accrued Expenses (8,294) (122,849)
Decrease in Loans Receivable 0 100,000
Decrease (Increase) in Accounts Receivable (101,894) 39,909
----------- ---------
Net Cash Provided by (Used in) Operating Activities (114,031) 79,014
----------- --------
Cash Flows from Investing Activities:
Proceeds from Sale of Investment 1,708,910 0
Increase in Minority Interest 10,245 19,852
Increase in Development Costs (57,700) (106,165)
Decrease (Increase) in Investment in Joint Venture (208,864) 136,211
Increase in Carrying Cost of Properties (35,915) (173,705)
----------- ----------
Net Cash Provided by (Used in) Investing Activities 416,676 (123,807)
----------- ---------
Cash Flows From Financing Activities:
Distributions to Partners (1,000,045) 0
Capital Contributions from Partners 0 0
----------- -------
Net Cash Used in Financing Activities (1,000,045) 0
----------- -------
Net Increase (Decrease) in Cash 302,600 (44,793)
Cash, Beginning of Period 361,515 162,491
----------- --------
Cash, End of Period $ 664,115 $117,698
=========== =======
</TABLE>
Supplemental Schedule of Non-Cash Investing and Financing Activities:
- ---------------------------------------------------------------------
Non-cash investing and financing activities during the three months ended March
31, 1997 consists of the Partnership capitalizing property taxes for foreclosed
properties of $246,530 as well as carrying costs of $35,915.
See Accompanying Notes to Consolidated Financial Statements
5
<PAGE>
TMP Land Mortgage Fund, LTD.
A California Limited Partnership
Notes to Consolidated 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.
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. 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 - Investment in Unimproved Land
The Partnership had made twelve land loans as of March 31, 1997. Three of the
loans had been repaid in full, and nine of the loans had defaulted. On all the
defaults which had occurred, the Partnership foreclosed on the properties
securing the loans.
NOTE 4 - Restatements and reissuances of 1994 - 1996 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
1994-1997 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
6
<PAGE>
TMP Land
Mortgage Fund, LTD.
(A California Limited Partnership)
Notes to Consolidated Financial Statements
(Unaudited)
NOTE 4 - Restatements and reissuances of 1994 - 1996 Financial Statements,
continued
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 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 through 1996 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 through 1998, were understated
by approximately $556,000. 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, 1996 and 1997 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 years 1995, 1996 and 1997 to reflect the consolidation and
related minority interests of $216,000 for Remington and Sun City as of December
31, 1996 and $227,000 at March 31, 1997.
In November, 1996, the Partnership entered into a non-interest bearing note for
$286,000. In accordance with generally accepted accounting principles, the note
should have been discounted at the date of execution and interest accreted over
the period of the note for $127,000. The consolidated financial statements have
been restated for this discount and accretion of interest.
7
<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 March 31, 1997, 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,
three of the loans were repaid and nine of the loans were foreclosed upon.
During the three months ended March 31, 1997, the following activity occurred on
the properties that the Partnership owns:
PR Equities Loan #1 and #2
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 approximately $3,000,000. 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.
The city was forced by the terms of the bonds to schedule a sale of the property
for delinquent bond assessments. The buyer would be required to pay the full
unpaid assessment, penalties, and interest as well as assume the full amount of
the remaining assessment. The sale occurred in April 1997 but there was no buyer
for the properties; therefore, the Partnership continues to own these parcels.
See restatement and resissuance of financial statements in Note 4 to the
Partnership's consolidated financial statements.
8
<PAGE>
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations, Continued
Environmental Development Loan
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. The plan check for the final map and the improvement
plans for Phase I and II are in process with the city. Loan packages have been
sent to three lenders, with Tokai Bank expressing a strong interest in providing
a construction loan.
Fox Olson Loan #2
Property on Newport Avenue west of the Interstate 215 is now owned by the
Partnership. A joint venture with TMP Homes has been formed to build 45
single-family homes. The final map is ready to record and a construction loan
for the project is currently being sought.
LaMonte Loan
The Partnership has acquired this 6.5 acre commercial property through
foreclosure in April 1996. However, the previous debtor is attempting, through
litigation, to set aside the foreclosure. The bankruptcy filing by the former
borrower has been withdrawn.
During the three months ended March 31, 1997, net income was generated from the
Partnership's share of profits resulting from the sale of the Hollywood Studio
Club Apartments. There was no interest received on mortgage loans. Approximately
$1,000,000 was distributed to investors as a result of the property sale.
During the three months ended March 31, 1996, net income was derived from both
mortgage loan interest and investment income from the Hollywood Studio Club
Apartments. No distributions were made to investors. 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.
Management believes there is sufficient cash to meet anticipated Partnership
cash needs for the next 12 months. However, management does not plan to pay the
Mello-Roos taxes on the PR Equities properties unless the bonds can be
restructured under more favorable terms.
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 that it holds.
9
<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.
10
<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
