<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, 1995
Commission File No. 0-19963
TMP LAND MORTGAGE FUND, LTD.
A CALIFORNIA LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
CALIFORNIA 33-0451040
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
801 North Parkcenter Drive, Suite 235
Santa Ana, California 92705
(Address of principal executive office) (Zip Code)
(714) 836-5503
(Registrant's telephone number, including area code)
------------------------------
Indicate by check mark whether Registrant has [1] filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the registrant was required
to file such reports) and [2] has been subject to such filing requirement for
the past 90 days.
Yes [ X ] No [ ]
<PAGE>
TMP LAND MORTGAGE FUND, LTD
INDEX
PART IFINANCIAL INFORMATION Page
Item 1. Financial Statements
Balance Sheets as of June 30, 1995
(unaudited) and December 31, 1994 3
Statements of Operations for the Three Months and
Six Months ended June 30, 1995 and 1994 (unaudited) 4-5
Statements of Cash Flows for the Six Months ended
June 30, 1995 and 1994 (unaudited) 6-7
Notes to Financial Statements (unaudited) 8-9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10-11
PART IIOTHER 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
<PAGE>
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
TMP Land Mortgage Fund, LTD.
A California Limited Partnership
Balance Sheets
June 30,
1995 December 31,
(unaudited) 1994
----------- -----------
Assets
------
<S> <C> <C>
Cash $ 453,243 $ 443,587
Mortgage Loans on Real Estate (Note 3) 7,870,125 8,270,000
Investment in Unimproved Land
(net of valuation allowance of
$3,866,231 and $3,836,224, respectively) 5,195,475 4,163,501
Accounts Receivable 2,756 0
Accrued Interest Receivable 103,566 91,902
------- ------
Total Assets $ 13,625,165 $ 12,968,990
============= ==============
Liabilities and Partners' Capital
---------------------------------
Accounts Payable $ 42,162 $ 16,177
Property Taxes payable 1,483,151 979,196
Accrued Expenses 2,540 800
Due to Affiliates 88,916 869
------ ---
Total Liabilities 1,616,769 997,042
--------- -------
Partners' Capital
General Partners (37,117) (37,482)
Limited Partners, 20,000 equity units
authorized; 15,715 units outstanding a
of June 30, 1995 and December 31, 1994 12,045,513 12,009,430
--- ---- --- ---- ---------- ----------
Total Partners' Capital 12,008,396 11,971,948
---------- ----------
Total Liabilities and Partners' Capital $ 13,625,165 $ 12,968,990
============= ==============
</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
June30, June 30,
1995 1994
Income
- ------
<S> <C> <C>
Interest Income $ 159,890 $ 347,373
--------- ---------
Total Income 159,890 347,373
--------- ---------
Expenses
Loss on Decline in Market Value of Property 22,431 2,413,179
License and Fees 250 0
Postage and Printing 1,373 907
Accounting 200 0
Management Support 1,558 2,870
Legal Fees 0 395
Loan Administration 0 35
Miscellaneous 0 0
--------- ---------
Total Expenses 25,812 2,417,386
--------- ---------
Net Income (Loss) $ 134,078 $ (2,070,013)
========= ============
Allocation of Net Income (Loss)
General Partners $ 1,341 $ (20,700)
========= ===========
Limited Partners $ 132,737 $ (2,049,313)
========= ============
Limited Partners, per unit $ 8.45 $ (130.40)
========= ============
</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)
Six Months Ended
June30, June 30,
1995 1994
---- ----
Income
- ------
<S> <C> <C>
Interest Income $ 408,102 $ 700,377
--------------- ------------
Total Income 408,102 700,377
--------------- ------------
Expenses
- --------
Loss on Decline in Market Value of Property 30,007 2,413,179
License and Fees 250 250
Postage and Printing 4,773 4,186
Accounting 12,900 11,700
Management Support 5,701 9,633
Legal Fees 177 1,007
Loan Administration 531 35
Miscellaneous 0 0
--------------- ------------
Total Expenses 54,339 2,439,990
--------------- ------------
Net Income (Loss) $ 353,763 $ (1,739,613)
=============== ============
Allocation of Net Income (Loss)
General Partners $ 3,538 $ (17,396)
=============== ============
Limited Partners $ 350,225 $ (1,722,217)
=============== ============
Limited Partners, per unit $ 22.29 $ (109.59)
=============== ============
</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)
Six Months Ended
June 30, June 30,
1995 1994
<S> <C> <C> <C> <C> <C> <C>
Cash Flows From Operating Activities
Net Income (Loss) $ 353,763 $ (1,739,613)
Adjustments to Reconcile Net Income (Loss) to
Net Cash Provided By (Used in) Operating
Activities:
Loss on Decline in Market Value of Property 30,007 2,413,179
Changes in assets and liabilities:
Increase (Decrease) in Accounts Payable 25,985 (2,627)
Decrease (Increase) in Accrued Interest
Receivable (11,664) 25,162
Increase (Decrease) in Accrued Expenses 1,740 (4,145)
Decrease (Increase) in Loans Receivable (100,125) (2,125,000)
Increase in Due to Affiliates 88,047 0
(Increase) in Accounts Receivable (2,756) 0
---------- ------------
Net Cash Provided by (Used) in
Operating Activities 384,997 (1,433,044)
---------- ------------
Cash Flows From Investing Activities:
Increase in Capitalized Carrying Costs (58,026) (13,179)
--------- ------------
Net Cash Used in Investing Activities (58,026) (13,179)
Cash Flows From Financing Activities:
Distributions to Partners (317,315) (668,666)
Capital Contributions from Limited Partners 0 1,254,000
---------- ------------
Net Cash Provided by (Used in) Financing
Activities (317,315) 585,334
---------- ------------
Net Increase (Decrease) in Cash 9,656 (860,889)
Cash, Beginning of Period 443,587 1,590,115
---------- ------------
Cash, End of Period $ 453,243 $ 729,226
---------- ------------
</TABLE>
See Accompanying Notes to Financial Statements
6
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
TMP Land Mortgage Fund, LTD.
A California Limited Partnership
Statements of Cash Flows, continued
(Unaudited)
Supplemental disclosures of cash flow information:
- --------------------------------------------------
Non-cash and investing and financing activities consist of the following:
During the six months ended June 30, 1995 the Partnership recorded an increase
in the carrying cost of foreclosed land equal to additional property tax
liabilities incurred of $503,955.
During the six months ended June 30, 1995 the Partnership foreclosed on a
mortgage loan receivable and recorded the acquisition of the property at its
fair value which approximated the unpaid balance of the mortgage loan at the
date of foreclosure of $500,000. A valuation allowance of $30,007 was recorded
to adjust property value to fair market value.
See Accompanying Notes to Financial Statements
7
<PAGE>
TMP Land Mortgage
Fund, LTD.
A California Limited Partnership
Notes to Financial Statements
(Unaudited)
NOTE 1 - Summary of Significant Accounting Policies
Accounting Method- TMP Land Mortgage Fund, Ltd. (the Partnership) prepares its
- ------------------
financial statements on the accrual basis of accounting.
Allowance for Losses on Loans - No provision has been made for an allowance for
- ------------------------------
losses on loans.
Income Taxes - The entity is treated as a partnership for income tax purposes
- -----------
and any income or loss is passed through and taxable at the partner level.
Accordingly, no provision for federal income taxes is provided.
NOTE 2 - Allocation of Profits, Losses and Cash Distributions
Profit, losses, and cash distributions are allocated ninety-nine percent to the
limited partners and one percent to the general partners until the limited
partners have received an amount equal to their capital contributions plus a
cumulative, non-compounded return of eight percent per annum based on their
adjusted capital account balances, at which time, remaining profits, losses and
cash distributions are allocated seventy-six percent to the limited partners and
twenty-four percent to the general partners. Distributions of cash from
operations, if any, are made monthly within 30 days after the end of the month.
NOTE 3 - Mortgage Loans On Real Estate
The Partnership had made twelve land loans as of June 30, 1995. One of them had
paid in full, nine of the loans had defaulted, and two were performing. Of the
nine defaults which had occurred, the Partnership had acquired the property
securing the loans on five of the defaults, and was in various stages of the
foreclosure process on four of the loans.
NOTE 4 - Restatement and reissuance of 1994 Financial Statements
In 1992, the Partnership made two loans totaling $3,500,000 to PR Equities,
Ltd., a California Limited Partnership. The loans were secured by first trust
deeds on residential property located in San Jacinto, California. In 1994, the
Partnership foreclosed on the properties securing these loans and continues to
own these properties. In accordance with generally accepted accounting
principles, assets acquired through foreclosure should be recorded at the lower
of cost or fair value less costs of disposal at the date of foreclosure. The
1994 financial statements originally issued reported this property at the amount
of the outstanding mortgage balances due on these loans at the time of
foreclosure, which did not represent their fair value less costs of disposal.
Management has subsequently determined that a valuation allowance for these
properties should have been established for $$3,866,231 and $3,836,224 as of
June 30, 1995 and December 31, 1994, respectively. The valuation allowance
8
<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
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
financial statements for 1994 have been restated to record the valuation
allowance and to adjust these properties to their fair value for those years.
In addition, management has determined that the amount of property taxes payable
as recorded in June, 1994, and subsequent periods, were understated by
approximately $775,000. Accordingly, the financial statements for those periods
have been restated for this understatement by adjusting the carrying value of
the land and the property taxes payable in the appropriate fiscal years.
9
<PAGE>
<TABLE>
<CAPTION>
Date of Due Appraised
Loan Amount Borrower Interest Date Value Location Status
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
07/14/92 $2,400,000 PR Equities 12.5% 01/14/94 $1,753,000 304 residential lots, The Partnership owns 452 residential lots in
San Jacinto San Jacinto by foreclosure. The General
Partners are negotiating with builders to
achieve a joint venture arrangement to
begin home construction on a portion of the
11/30/92 $1,150,000 PR Equities 12.5% 03/04/94 $1,174,000 148 residential lots, property. The General Partners are also
San Jacinto negotiating with the City of San Jacinto and
CFD bondholders to renegotiate the repayment
schedule of the bonds.
- ------------------------------------------------------------------------------------------------------------------------------------
08/08/92 $600,000 Frame 12.5% 08/27/94 $1,400,000 88 residential acres, Loan was repaid on April 20, 1994; part of
Temecula the proceeds were reloaned in the Peppertree
and Rockfield loans; the balance was added
to Partnership reserves.
- ------------------------------------------------------------------------------------------------------------------------------------
08/27/93 $1,875,000 Sunset 12.5% 08/27/94 $2,800,000 42 commercial acres, Partnership acquired this 42 acres commer-
Crossing Banning cial site off-ramp at Sunset Crossing and
the I-10 Fwy by foreclosure on 12/27/94;
General Partners plan to contact Wal-mart,
City of Banning,and developers in an effort
to revive the sales Tax Revenue Sharing
Measure and development plan that was in
place when the loan was made.
- ------------------------------------------------------------------------------------------------------------------------------------
12/24/94 $1,320,000 Fox-Olson 12.5% 06/24/94 $2,650.000 10.8 commercial Partnership acquired this property through
acres, Sun City foreclosure; property is being offered for
sale at $1,550,000.
- ------------------------------------------------------------------------------------------------------------------------------------
01/15/93 $1,625,000 Environmen- 12.5% 10/15/94 $3,500,000 51.98 residential Loan has been extended with buyer paying
tal Develop- acres, San Diego additional points and interest. Extension
ment expires August 1, 1995.
- ------------------------------------------------------------------------------------------------------------------------------------
06/17/93 $500,000 Fox-Olsen 12.5% 12/17/94 $1,028,373 45 residential lots, Partnership acquired this property through
#2 Sun City foreclosure in April, 1995 and is currently
marketing the property.
- ------------------------------------------------------------------------------------------------------------------------------------
10/12/93 $2,200,000 Singletary 12.5% 04/12/95 $8,117,250 96 industrial acres, Borrower has a verbal loan commitment with
Riverside another Lender to refinance this loan, and
pay off the Partnership. Meanwhile to pre-
serve their interest,the Partnership began
foreclosure Proceedings on May 1, 1995.
- ------------------------------------------------------------------------------------------------------------------------------------
10/25/93 $1,220,000 LaMonte 12.5% 04/25/95 $3,130,000 6.5 commercial Borrower defaulted on April 25, 1995; the
acres, Simi Valley Partnership has initiated foreclosure
proceedings.
- ------------------------------------------------------------------------------------------------------------------------------------
03/23/94 $625,000 Lansing 12.5% 09/23/95 $5,300,000 28 commercial Performing loan.
acres, Murrieta
- ------------------------------------------------------------------------------------------------------------------------------------
06/01/94 $100,000 Rockfield 12.5% 03/01/95 $610,000 29 residential lots, Borrower defaulted on March 1, 1995; fore-
Rancho Cucamonga closure proceedings have been initiated.
- ------------------------------------------------------------------------------------------------------------------------------------
06/28/94 $2,000,000 Peppertree 12.5% 06/28/95 $6,000,000 162 acres mixed use, Performing loan; final engineering proceed-
Fallbrook ing.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
10
<PAGE>
TMP Land Mortgage Fund, LTD.
A California Limited Partnership
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operation
TMP Land Mortgage Fund, Ltd., is a California Limited Partnership formed in
November 1991, of which TMP Investments, Inc., a California corporation, and TMP
Properties, a California general partnership, are the General Partners. The
Partnership was formed principally to make short-term loans to unaffiliated
parties secured by first trust deeds on unimproved properties, primarily in the
Inland Empire area of Southern California and in some instances, in other areas
of Southern California, and to provide cash distributions on a current basis to
the Limited Partners, primarily from interest earned on the mortgage loans. The
Partnership is not a mutual fund or any other type of investment company within
the meaning of, and is not subject to regulations under, the Investment Company
Act of 1940.
As of June 30, 1995, the Partnership had received and accepted subscriptions of
15,715 units, representing total subscription proceeds in the amount of
$15,715,000. As of such date, all of the subscription proceeds had been
committed to the twelve mortgage loan investments made by the Partnership and to
working capital reserves. During 1992, the Partnership funded five mortgage
loans. Four loans were funded in 1993 and three loans were funded in 1994.
As a consequence of adverse changes in market conditions and other factors, nine
of the twelve loans have defaulted and the Partnership either owns the property
securing the loan or is the foreclosure process to obtain ownership. Management
is presently making every effort to sell the properties which they have acquired
through foreclosure. The properties acquired through the default on Loans #1 and
#2 have substantial Mello-Roos property tax assessment liabilities, and it has
become necessary to use some of the Partnership's cash to meet these liabilities
to forestall a foreclosure of the properties. In August of 1994, the Partnership
paid $210,000 to the City of San Jacinto, the San Jacinto School District, and
the Eastern Municipal Water District to attempt to achieve a deferral of the
Mello-Roos obligation. The Partnership is also in the process of arranging a
joint venture arrangement to begin home construction on a portion of the
property.
See restatement and resissuance of financial statements in Note 4 to the
Partnership's financial statements.
Total interest received on mortgage loans during the first six months of 1995
was $408,102. Distributions to investors were made from such funds in the amount
of $317,315. Distributions to investors began August 1, 1992, and have continued
monthly through May 1, 1995. On June 1, 1995, the General Partners suspended
distributions due to default and subsequent foreclosure on several of the
mortgage loans.
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 Partnership
is also negotiating the repayment of at least two of the loans in the portfolio
within the next six months. Because of the large Mello-Roos obligations on the
11
<PAGE>
properties which were acquired by foreclosure following the default of Loans #1
and #2, the General Partners believe that sufficient funds are not available to
continue distributions to investors and to meet all cash requirements, including
these taxes. The General Partners are negotiating with the City of San Jacinto
TMP Land Mortgage Fund, LTD.
A California Limited Partnership
and plan to delay payment of these taxes. 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 Partnership capital.
Some of the capital has been used as partial payment for Mello-Roos tax
liabilities, as discussed above. The Partnership will maintain reserves for
working capital and contingency reserves in an amount as the General Partners
deem necessary for the operation of the Partnership. In addition, the
Partnership may incur indebtedness as necessary for development or other
expenses incurred in holding the properties and preparing them for sale. The
Partnership is making every effort to develop and/or sell all of the properties
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
