<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, 1995
[ ] 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>
ITEM 6 SELECTED FINANCIAL DATA
The following table summarizes selected financial data of the
Partnership for the period from inception (November 15, 1991) to December 31,
1991, and for the years ended December 31, 1995, 1994, 1993, and 1992 and should
be read in conjunction with the more detailed financial statements contained in
Item 8, below.
<TABLE>
<CAPTION>
(UNAUDITED)
YEAR ENDED DECEMBER 31
(Not covered by Auditor's report)
- --------------------------------------------------------------------------------
Period from
inception(Nov.
1995 1994 1993 1992 15, 1991) Dec-
ember 31, 1991)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Interest Income $ 728,235 $ 1,253,631 $ 1,272,295 $ 281,050 $ 7
Other Income (Loss) (60,896) 4,528 0 4,000 0
Total Income $ 667,339 $ 1,258,159 $ 1,272,295 $ 295,050 $ 7
Net Income (Loss) 583,233 (2,664,558) 1,214,361 266,391 7
Net Income per Unit 37 (168) 83 32 7
Cash Distribution
per Unit 160 77 86 22 0
Total Assets $12,126,340 $ 12,968,990 $14,614,432 $8,397,315 $1,007
</TABLE>
*Based on 15,715, 15,715, 14,461, 8,334 and 1 Unit outstanding at December 31,
1995, 1994, 1993, 1992 and 1991 respectively.
ITEM 7 MANAGEMENTS DISCUSSION AND ANYALYSES OF FINANCIAL
CONDITION AND RESULTS OF OPERTATION
RESULTS OF OPERATIONS
During the period from inception (November 15, 1991) through April 22,
1994, the Partnership was engaged in the formation of the Partnership, the sale
of Units of Limited Partnership Interest and the investment of the subscription
proceeds in mortgage loan investments. On April 22, 1994, the offering and sale
of limited partnership units ceased. As of April 22, 1994, a total of 15,715
Units had been sold by the Partnership for total proceeds of $15,715,000. Excess
proceeds from the sale of Units are invested in interest-bearing reserve
accounts. During 1995, the revenues received were interest income earned on
mortgage loans, interest income earned on funds held in reserve and proceeds
realized from the repayment of mortgage loans.
The Partnership was formed principally to make short-term loans to
unaffiliated parties secured by first deeds on unimproved properties, primarily
in the Inland Empire area of Southern California. As of December 31, 1995,
twelve loans had been made by the Partnership. Three of these loans had been
repaid, seven loans had defaulted and the Partnership has repossessed six of
these properties, and one loan was under extension by negotiation. See "Item 1 -
Business" subcaption "Mortgage Loan Investments."
See restatement and reissuance of 1994 and 1995 financial statements in Note 7
in the Partnership financial statements in Item 8.
As of December 31, 1995, the Partnership had cash on hand of $81,957. All other
proceeds from its offering had been invested in loans or working capital
reserves, or had been used in foreclosure proceeds or maintaining the foreclosed
properties for the Partnership. Also during December 1995, the Partnership
invested $868,379 in a joint venture with an outside party to form Steadfast
HSC, LLC. This LLC owns a 243-unit apartment complex in the Los Angeles area.
The Partnership owns 99% of the LLC.
The following table contains a summary of the loans funded by the Partnership:
13
<PAGE>
<TABLE>
<CAPTION>
Date of Due Date or
Borrower Loan Amount Foreclosed Description
<S> <C> <C> <C> <C>
PR Equities 07/14/92 $2,400,000 01/01/94 The current outstanding
property tax and Mello Roos
bond assessment against the
PR Equities 11/30/92 $1,150,000 05/30/94 Partnership's 452 lots
taken back in foreclosure
is over $2,000,000. This
debt plus the continuing
tax accrual makes the prop-
erty unsaleable in the cur-
rent market. In order to
recoup the loan investment,
TMP is pursuing two ave-
nues. First, TMP is working
with the city and the ori-
ginal underwriter of the
Mello-Roos bonds to restru-
cture the debt through a
new bond offering. If succ-
essful, the overall bonded
indebtedness and the annual
debt service would be re-
duced. The lots would then
become buildable in today's
market which might make
them saleable to a develop-
er. Second, TMP, togethe
with Coast Construction
Company, has ormed
building company, TMP
Homes. TMP Homes, together
with the Partnership, has
formed a Limited Liability
Company to build homes on
92 of the 452 lots with all
profit from the sale of the
homes going to the Partner-
ship. The City has been
forced by the terms of the
bonds to schedule a sale of
the property for delinquent
bond assessments. The cost
of completion of the lots
when added to the remaining
unpaid assessment exceeds
what the market will bear
today. TMP does not expect
to see anyone offer to buy
at the sale. The Genera
Partners plan to redeem the
92 lots if it appears that
someone else may buy the
property.
Sunset
Crossing 08/27/93 $1,875,000 12/27/94 The Partnership acquired
this 42 acre commercial
site at the off-ramp of
Sunset Crossing and the
I-10 freeway through fore-
closure on 12/27/94. TMP is
currently talking to
developers about a possible
joint venture to finish the
sites and sell parcels to
"Big Box" users.
Fox-Olson 12/24/92 $1,320,000 06/24/94 The Partnership owns the
property at the corner of
Newport Ave. and Bradley
Road through foreclosure.
Property is for sale for
$1,500,000.
Environmental 01/15/93 $1,625,000 10/15/94 The Partnership accepted a
Development deed in lieu of foreclosure
and now owns the property.
The General Partners have
determined that construc-
tion of homes will achieve
the highest return to the
Partnership. The determin-
ation is based in part on
the results of a market
feasibility study commiss-
ioned by the Partnership
from the Meyers Group and
also in part on the terms
of a Joint Venture Agree-
ment with TMP Homes that
will direct the major port-
ion of all sales proceeds
and progits to the Partner-
ship.
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Date of Due Date or
Borrower Loan Amount Foreclosed Description
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fox-Olson #2 06/17/93 $500,000 12/17/94 Property on Newport Ave.,
west of the Interstate 215
is Owned by the Partner-
ship. Property is for sale
at $550,000.
Singletary 10/12/93 $2,200,000 04/12/95 Loan was repaid on December
13, 1995 allowing for a
distribution of $2,200,000
to investors.
LaMonte 10/25/93 $1,220,000 04/25/95 Loan is in default. After
the Partnership filed a
Notice of Default, the Bor-
rower transferred the prop-
erty to a wholly owned
corporation and the corpor-
ation filed a Chapter 11
proceeding to delay fore-
closure. The Partnership
succeeded in having the
Bankruptcy Court remove the
stay after a contestual law
and motion proceeding. The
Borrower then filed a state
court action asking the
court for a temporary in-
junction based on alleged
irregularities during the
foreclosure process. A
hearing was held March 8,
1996 and foreclosure is
stayed until March 15,1996,
pending the outcome of the
hearing.
Lansing 03/23/94 $625,000 09/23/95 Loan was repaid on
September 5, 1995. Proceeds
were added to cash reser-
ves.
Rockfield 06/01/94 $100,000 03/01/95 The Borrower defaulted and
Development the property was foreclosed
on January 15, 1996. The
Partnership has agreed to
sell its interest in the
property to TMP Mortgage
Income Plus, Ltd. for the
amount of its participation
in the loan plus interest
through date of for-
closure.
Peppertree 06/28/94 $2,000,000 12/28/95 Loan is in default. Bor-
rower has requested a 90
day extension with addi-
tional points and interest.
</TABLE>
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
From inception to December 31, 1995, the Partnership received a total
of $15,715,000 in gross proceeds from the sale of limited partnership units.
During the period from inception through December 31, 1994, the Partnership made
a total of twelve mortgage loans for a total expenditure of $15,615,000. Two
loans, in the total amount of $2,825,000, were repaid during the fiscal year
ending December 31, 1995.
During the calendar year ended December 31, 1992, the Partnership
raised a total of $8,334,000; during the calendar year ended December 31, 1993,
the Partnership raised a total of $6,127,000; and during the calendar year ended
December 31, 1994, the Partnership raised a total of $1,254,000. The offering
was closed on April 22, 1994. During 1992, the Partnership made five loans
totaling $7,345,000; during 1993, and additional four loans were placed totaling
$5,545,000; during 1994, three additional loans were made totaling $2,725,000.
Total income received in 1992 was $285,050; total income in 1993 was $1,272,295;
and total income in 1994 was $1,258,159; and total income in 1995 was $819,835.
Expenses in 1992 were $18,659 for a profit of $266,391 or $32 per unit. Total
expenses in 1993 were $57,924 leaving a profit of $1,214,371 or $84 per equity
14
<PAGE>
unit. Total expenses in 1994 were $3,922,717, leaving a loss of $(2,664,558) or
$(168) per unit. Total expenses in 1995 were $84,106, leaving a profit of
$647,729. The increased expenses in 1994 and 1995 were due to foreclosure costs
of $40,061 and the loss on the value of property which was foreclosed. The
General Partners intend to meet cash requirements for at least the next twelve
months by first using cash on hand; second, funds from interest income; and
third, from repayment of loans or sale of foreclosed properties. The General
Partners believe that if their negotiations with the City of San Jacinto are
successful, sufficient funds are available to meet anticipated cash
requirements.
The amount of distributable cash from operations which may be
generated cannot be predicted. Since all of the mortgage loans generated by the
Partnership have either resulted in foreclosure with the Partnership now owning
the properties, or are currently in negotiations pending foreclosure, no
interest income can be predicted. The Partnership intends to develop and sell
several of the properties that it now owns through foreclosure. The Partnership
is also actively marketing other properties that it holds. The General Partners
also expect that the sale of the apartments that the Partnership purchased in
Hollywood will be consummated during 1996, which could result in cash flow to
the Partnership.
Although the Partnership has a higher than expected rate of
foreclosure on the loans made by the Partnership, management believes that the
loan to value ratio is sufficient to allow the Partnership to sell the
properties and return substantially all of the investor's capital. The General
Partners do not intend to make any further loans from funds of the Partnership.
In order to preserve and recapture the capital of the Partnership, the General
Partners have entered into a development agreement with a development company,
TMP Homes, and intends to begin construction on three of the properties which
the Partnership has acquired through foreclosure. The Partnership may incur
indebtedness from nonaffiliated financial institutions in order to complete this
planned construction. The Partnership may subject certain of the properties it
has acquired through foreclosure to mortgage indebtedness as it determines
appropriate at that time. There are no limitations or restrictions as to the
types, amounts, and terms of conditions of indebtedness that may be incurred by
the Partnership, with the exception of certain restrictions in the Partnership
Agreement pertaining to any loans provided by the General Partners or their
affiliates.
The Partnership established reserves in the amount of 2% of Gross
Proceeds. Some of these reserves were used by the Partnership during 1994 for
foreclosure costs and in the payment of property taxes necessary to maintain the
foreclosed properties. 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.
In the event the Partnership's operating income and reserves are insufficient to
provide adequate liquidity, the Partnership may incur indebtedness as discussed
above, or attempt to sell one or more of its mortgage loans or the properties
which it has acquired through foreclosure.
Aside from the foregoing, the Partnership knows of no demands,
commitments, events or uncertainties that might affect its liquidity or capital
resources in any material way. The effect of inflation on the Partnership's
business should be no greater than its effect on the economy as a whole.
<PAGE>
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
The following financial statements are filed as a part of this Form 10-K:
Page No
-------
(i) For the fiscal years ended December 31, 1995, 1994, and 1993
Report of Independent Auditors 1
Consolidated Balance Sheets as of December 31, 1995 and 1994 2
Consolidated Statements of Operations 3
Consolidated Statements of Partners' Capital 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
Financial Statement Schedules 11
All other schedules are omitted since the required information is not present or
is not present in amounts sufficient to require submission of the schedule, or
because the information required is included in the consolidated financial
statements and notes thereto.
<PAGE>
Table of Contents
-----------------
Report of Independent Auditors 1
Consolidated Balance Sheets 2
Consolidated Statements of Operations 3
Consolidated Statements of Partners' Capital 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6-10
Supplementary Information 11-16
<PAGE>
Report of Independent Auditors
To the Partners
TMP Land Mortgage Fund, Ltd.
(A California Limited Partnership)
We have audited the accompanying consolidated balance sheets of TMP Land
Mortgage Fund, Ltd. (A California Limited Partnership) as of December 31, 1995
and 1994, and the related consolidated statements of operations, partners'
capital, and cash flows for the years ended December 31, 1995, 1994, and 1993.
These consolidated financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall consolidated
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of TMP
Land Mortgage Fund, Ltd. (A California Limited Partnership) as of December 31,
1995 and 1994, and the results of its operations and its cash flows for the
years ended, December 31, 1995, 1994 and 1993, in conformity with generally
accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The supplementary
information contained in Schedules I and II is presented for purposes of
additional analysis and is not a required part of the basic consolidated
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
consolidated financial statements taken as a whole.
Balser, Horowitz, Frank & Wakeling
/S/ BALSER, HOROWITZ, FRANK & WAKELING
An Accountancy Corporation
Santa Ana, California
January 29, 1996, except for Note 7 which is as of May 15, 1999
-1-
<PAGE>
<TABLE>
<CAPTION>
TMP Land Mortgage Fund, LTD.
(A California Limited Partnership)
Consolidated Balance Sheets
December 31, 1995 and 1994
Assets
------
1995 1994
---- ----
<S> <C> <C>
Cash $ 162,491 $ 443,587
Other Receivable 157,966 0
Accrued Interest Receivable 0 91,902
Mortgage Loans on Real Estate 3,320,000 8,270,000
Investments 1,155,867 0
Investment in Unimproved Land (net
of valuation allowance of
$3,882,530 and $3,836,224,
respectively) 7,481,697 4,163,501
--------- ---------
Total Assets $ 12,278,021 $ 12,968,990
============== ===============
Liabilities and Partners' Capital
---------------------------------
Accounts Payable $ 33,422 $ 16,177
Property Taxes Payable 2,026,071 979,196
Due to Affiliates 166,875 869
Accrued Expenses 800 800
Total Liabilities 2,227,168 997,042
------------ -------------
Minority Interest 35,136 0
Partners' Capital (Note 1)
General Partners (57,046) (37,482)
Limited Partners; 20,000 Equity
Units Authorized, 15,715 Outstanding
at December 31, 1995 and 1994,
respectively 10,072,763 12,009,430
---------- ----------
Total Partners' Capital 10,015,717 11,971,948
---------- ----------
Total Liabilities and Partners' Capital $ 12,278,021 $ 12,968,990
============= ==============
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
-2-
<PAGE>
<TABLE>
<CAPTION>
TMP Land Mortgage Fund, LTD.
(A California Limited Partnership)
Consolidated Statements of Operations
For the Years Ended December 31, 1995, 1994 and 1993
1995 1994 1993
---- ---- ----
Income
- ------
<S> <C> <C> <C>
Mortgage Loan Interest Income $697,431 $ 1,216,528 $1,237,782
Bank Deposit Interest Income 19,740 37,103 34,513
Loss on Investments 64,417) 0 0
Loan Commitment Fee 11,662 0 0
Other Income 3,600 4,528 0
------- --------- ---------
Total Income 668,016 1,258,159 1,272,295
------- --------- ---------
Expenses
Loss on Decline in Market Value
of Property 46,306 3,836,224 0
Accounting and Legal 18,352 24,059 23,146
Advertising 642 0 0
California Franchise Tax 800 800 800
Foreclosure Costs 0 40,061 0
Interest 598 0 890
Loan Administration 0 35 459
Office Expenses 3,150 3,210 5,014
Postage and Printing 5,502 6,677 6,518
Secretarial and Bookkeeping Support 9,460 11,651 21,097
------- --------- ---------
Total Expense 84,810 3,922,717 57,924
------- --------- ---------
Net Income (Loss) before Minority
Interest 583,206 (2,664,558) 1,214,371
Minority Interest in Loss of Subsidiary 27 0 0
------- --------- ---------
Net Income (Loss) $583,233 $(2,664,558) $1,214,371
======== =========== ==========
Allocation of Net Income or (Loss)
General Partners, in the Aggregate $ 5,832 $ (26,646) $ 12,144
======== =========== ==========
Limited Partners, in the Aggregate $577,401 $(2,637,912) $1,202,227
======== =========== ==========
Limited Partners, per Equity Unit $ 37 $ (168) $ 83
======== =========== ==========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
-3-
<PAGE>
<TABLE>
<CAPTION>
TMP Land Mortgage Fund, LTD.
(A California Limited Partnership)
Consolidated Statements of Partners'
Capital For the Years Ended December 31,
1995, 1994 and 1993
General Limited
Partners Partners Total
-------- -------- -----
<S> <C> <C> <C>
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 Loss 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 (deficit),
December 31, 1994 (37,482) 12,009,430 11,971,948
Net Income for 1995 5,832 577,401 583,233
Distribution to Partners in 1995 (25,396) (2,514,068) (2,539,464)
------- ---------- ----------
Partners' Capital (deficit),
December 31, 1995 $ (57,046) $10,072,763 $10,015,717
========= =========== ===========
</TABLE>
Distributions to Limited Partners, per equity unit, for 1995, 1994 and 1993 were
$160, $77 and $77 respectively, as determined by dividing the distribution to
limited partners for the year by number of units outstanding at the end of the
year.
See Accompanying Notes to Consolidated Financial Statements
-4-
<PAGE>
<TABLE>
<CAPTION>
TMP Land Mortgage Fund, LTD.
(A California Limited Partnership)
Consolidated Statements of Cash Flows
For Years Ended December 31, 1995, 1994 and 1993
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Cash Flows from Operating Activities
Net Income (Loss) $ 583,233 $(2,664,558) $ 1,214,371
Adjustments to Reconcile Net Income
(Loss) to
Net Cash Provided by (Used in)
Operating Activities:
Loss on Decline in Market Value
of Property 46,306 3,836,224 0
Loss on Investments 64,523 0 0
Minority Interest in Loss of
Subsidiary (27) --- ---
Changes in assets and liabilities:
(Increase) decrease in Accrued
Interest Receivable 91,902 42,415 (68,452)
Increase in Other Receivables (157,966) 0 0
Increase in Accounts Payable 17,245 12,612 733
(Increase) Decrease in Mortgage
Loans on Real Estate 2,825,000 2,125,000) (5,545,000)
Increase (Decrease) in Due to
Affiliates 166,006 (2,476) 3,345
--------- --------- ---------
Net Cash Provided by (Used in)
Operating Activities 3,636,222 (900,783) (4,395,003)
--------- --------- ---------
Cash Flows from Investing Activities:
Increase in Investments (1,220,363) 0 0
Increase in Minority Interest 35,136 0 0
Payment for Development and
Carrying Costs (192,627) (275,529) 0
--------- --------- ---------
Net Cash Used In Investing
Activities (1,377,854) (275,529) 0
--------- --------- ---------
Cash Flows From Financing Activities:
Capital Contributions 0 1,254,000 6,127,000
Distributions to Partners (2,539,464) (1,224,216) (1,128,332)
--------- --------- ---------
Net Cash Provided by
(Used in) Financing Activities (2,539,464) 29,784 4,998,668
--------- --------- ---------
Net Increase or (Decrease) in Cash (281,096) (1,146,528) 603,665
Cash, Beginning 443,587 1,590,115 986,450
--------- --------- --------
Cash, Ending $ 162,491 $ 443,587 $ 1,590,115
========== =========== ===========
Supplemental Disclosures of
Cash Flow Information
- ----------------------
Cash paid for income taxes $ 800 $ 800 $ 800
Cash paid for interest $ 0 $ 0 $ 890
</TABLE>
Supplemental Schedule of Non-Cash Investing and Financing Activities:
- ---------------------------------------------------------------------
Non-cash investing and financing activities during the years ended December 31,
1995 and 1994 consist of the following:
During the years ended December 31, 1995 and 1994, the Partnership recorded an
increase in the carrying costs of foreclosed land equal to additional property
tax liabilities incurred of $1,046,875 and $979,196, respectively.
During the years ended December 31, 1995 and 1994, the Partnership foreclosed on
two and four mortgage loans receivable with unpaid balances of $2,125,000 and
$6,745,000, respectively, and recorded the acquisition of the properties at
their fair values on the dates of foreclosure, net of a valuation allowance. At
December 31, 1995 and 1994, the valuation allowance totaled $3,882,530 and
$3,836,224, respectively.
See Accompanying Notes to Consolidated Financial Statements
-5-
<PAGE>
TMP Land
Mortgage Fund, LTD.
(A California Limited Partnership)
Notes to Consolidated Financial Statements
December 31, 1995 and 1994
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.
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. (See Note 7)
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 it's consolidated entities at December 31, 1995 and 1994 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.
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
-6-
<PAGE>
Land Mortgage Fund, LTD.
(A California Limited Partnership)
Notes to Consolidated Financial Statements
December 31, 1995 and 1994
Note 2 - Organization of the Partnership, continued
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 1995, 1994 and 1993 are shown on the accompanying
consolidated 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 $88,000, $258,750,and $523,425 during
1995, 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 to TMP Investments, Inc., a
general partner of the Partnership, of $33,000, $69,375 and $130,856 during
1995, 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.
-7-
<PAGE>
TMP Land
Mortgage Fund, LTD.
(A California Limited Partnership)
Notes to Consolidated Financial Statements
December 31, 1995 and 1994
Note 5 - Related Party Transactions, continued
During 1995, 1994 and 1993, respectively, the Partnership was charged $17,624,
$21,381, and $32,791, respectively, (of which $0, $869, and $3,345 is included
in the due to affiliates balance at year-end) by TMP Investments, Inc. for cost
reimbursements for office and secretarial expenses. During 1993, the Partnership
borrowed $201,875 from TMP Properties to fund mortgage loans. The Partnership
repaid the loans, with interest of $890, during 1993.
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:
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, went into default and were foreclosed on June 2, 1994 and August
11, 1994, respectively. The collateral (land) was recorded in the accounts of
the Partnership at the gross loan amounts, less a valuation allowance, to record
the net book value of the land at its fair value at the date of foreclosure.
(See Note 7)
The Sunset Crossing loan for $1,875,000 matured August 27, 1994, went into
default and was foreclosed on 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 approximated the fair value of the land.
The Olson loan for $1,320,000 matured June 24, 1994, went into default and was
foreclosed on November 2, 1994. The collateral (land) was recorded in the
accounts at the loan amount, which approximated the fair value of the land.
-8-
<PAGE>
TMP Land
Mortgage Fund, LTD.
(A California Limited Partnership)
Notes to Consolidated Financial Statements
December 31, 1995 and 1994
Note 6 - Mortgage loans on real estate, Continued
The Olson #2 loan for $500,000 matured December 17, 1994, went into default and
was foreclosed on April 26, 1995. The collateral (land) was recorded in the
accounts at the loan amount, which approximated the fair value of the land.
The Environmental Development loan for $1,625,000 matured October 15, 1994, went
into default and was foreclosed on August 23, 1995. The collateral (land) was
recorded in the accounts at the loan amount which approximated the fair value of
the land.
During the year ended December 31, 1994 the Frame loan for $600,000 was repaid
in full.
The LaMonte loan for $1,220,000 defaulted on April 26, 1995. The borrower has
filed for a stay of foreclosure under bankruptcy proceedings. The Partnership
has filed a petition to have the stay lifted and for damages based on a
fraudulent transfer of the property to an insolvent corporation.
The Rockfield Development loan for $100,000 defaulted on April 13, 1995 and
foreclosure was completed on January17, 1996. The Patnership acquired the
collateral (land) sunsequent to December 31, 1995. The Partnership is a 40%
owner of the property and the remainint 60% is owned by TMP Mortgage Income
Plus, Ltd.
The Peppertree loan for $2,000,000 which matured on June 28, 1995 is on a month
to month extension as of December 31, 1995.
Note 7 - Restatements and reissuances of 1994 and 1995 Financial Statements
In 1992, the Partnership made two loans totaling $3,500,000 to PR Equities,
Ltd., a California Limited Partnership. The loans were secured by first trust
deeds on residential property located in San Jacinto, California. In 1994, the
Partnership foreclosed on the properties securing these loans and continues to
own these properties. In accordance with generally accepted accounting
principles, assets acquired through foreclosure should be recorded at the lower
of cost or fair value less costs of disposal at the date of foreclosure. The
1994-1995 financial statements originally issued reported this property at the
amount of the outstanding mortgage balances due on these loans at the time of
foreclosure, which did not represent their fair value less costs of disposal.
Management has subsequently determined that a valuation allowance for these
properties should have been established for 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 and 1995 have been restated to record the valuation
allowance and to adjust these properties to their fair value for those years.
In addition, management has determined that the amount of property taxes payable
as recorded in June, 1994, and subsequent periods through December 31, 1995,
were understated by a total of $1.3 million . Accordingly, the consolidated
financial statements for those periods have been restated for this
understatement by adjusting the carrying value of the land and the property
taxes payable in the appropriate fiscal years.
In accordance with generally accepted accounting principles, the financial
statements of majority-owned investments are required to be consolidated. The
1995 financial statements originally issued did not properly account for the
consolidation of all significant majority-owned investments. Therefore, the
financial statements of these material majority owned entities have been
consolidated with the financial statements of the Partnership's and have been
restated for fiscal year 1995 to reflect the consolidation and related minority
interests of $35,000 for Remington and Sun City as of December 31, 1995.
-9-
<PAGE>
TMP Land
Mortgage Fund,, LTD.
(A California Limited Partnership)
Notes to Consolidated Financial Statements
December 31, 1995 and 1994
Note 8 - Investments
During 1995, the Partnership formed two limited liability companies (LLC) with
TMP Homes, LLC (an affiliated company). The Partnership is a 75% owner of TMP
Flowerfield, LLC and TMP Remington, LLC, with investments in each company of
$216,144 and $241,247, respectively. During 1995, a loss of $64,417 was recorded
for these investments due to a decrease in the value of the Partnership's
portion of the net assets of the LLC's.
The Partnership has a controlling interest in the above entities and the equity
method has been used to account for its share of the entities' earnings. The
financial statements of the investments have been consolidated with the
financial statements of the Partnership, and a minority interest has been
recorded for the value of the 25% ownership of the LLC's by TMP Homes, LLC. (See
Note 7)
Also, during December 1995, the Partnership invested $868,379 in a joint venture
with an outside party to form Steadfast HSC, LLC. This company owns a 243-unit
apartment complex in the Los Angeles area. The Partnership owns 99% of the LLC.
Following is the condensed financial information of Steadfast HSC, LLC as of
December 31, 1995:
<TABLE>
<CAPTION>
Balance Sheet
-------------
<S> <C>
Cash $ 10,766
Receivable from members 7,000
Property, net of accumulated depreciation of $5,343 6,389,342
Loan costs 26,945
----------------
Total assets $ 6,434,053
================
Liabilities & Equity
--------------------
Accounts payable $ 98,602
Security deposit 106,154
Loan payable 5,360,000
State tax payable 800
----------------
5,565,556
Members' equity 856,717
Net income 11,780
868,497
Total liabilities & members' equity $ 6,434,053
================
Income Statement
----------------
Revenues
--------
Rent income $ 48,825
Interest income 583
----------------
49,408
Operating expenses 36,828
Franchise Tax 800
37,628
Net income $ 11,780
================
</TABLE>
-10-
<PAGE>
Supplementary Information
-11-
<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, 1995
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. Rockfield Development
(Note3) 12.5% 03/01/95 (B) None 100,000 100,000 $ 100,000
4. La Monte (Note 3) 12.5% 04/25/95 (B) None 1,220,000 1,220,000 1,220,000
6. Peppertree Land Company
(Note 3) 12.5% 06/28/95 (B) None 2,000,000 2,000,000 None
---------- -------------- ------------
$ 3,320,000 $ 3,320,000 $ 1,320,000
Beginning Balance $ 8,270,000
Additions during period:
New mortgage loans -0-
Reduction during period:
Loans paid off (2,825,000)
Loans foreclosed (2,125,000)
Ending Balance $ 3,320,000
==========
<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.
(C) This loan was originally due on June 28, 1995 and was extended up to December 28, 1995. Currently under another agreement it is
on a month-to-month basis.
</FN>
</TABLE>
-12-
<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% 04/25/94 (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, 1995
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 $2,026,071 $3,550,000 $ 63,737 $2,254,803 $ 5,868,540 -0- n/a 06/02/94 &
08/11/94 n/a
Unimproved land -
Sun City, CA -0- 1,320,000 637 11,377 1,332,014 -0- n/a 11/02/94 n/a
Unimproved land -
Banning, CA -0- 1,875,000 -0- 25,739 1,900,739 -0- n/a 12/21/94 n/a
Unimproved land -
San Diego -0- 1,658,000 56,212 33,299 1,747,571 -0- n/a 8/23/95 n/a
Unimproved land -
Sun City -0- 500,000 4,780 2,049 506,829 -0- n/a 04/26/95 n/a
Unimproved land -
Simi Valley -0- -0- 8,534(A) -0- 8,534 -0- n/a (A) n/a
----------- --------- --------- --------- ---------
$2,026,071 $8,903,000 $133,960 $2,327,267 $11,364,227 -0-
========= ========= ======= ========= ========== ===
Less valuation allowance: 3,882,530
---------
Net Carrying Value: $ 7,481,697
==========
Reconciliation of
carrying amount
---------------
Beginning balance $ 4,163,501
Additions
Initial Costs $ 2,158,000
Improvements 84,569
Capitalized
Carrying Costs 1,121,933
---------
Total Additions 3,364,502
Less: Increase in
Valuation Allowance 46,306
-----------
Ending balance $ 7,481,697
===========
<FN>
(A) Costs incurred for defaulted loan. The property is in foreclosure as of December 31, 1995. (See Note 3)
</FN>
</TABLE>
-15-
<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>
-16-
<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 15, 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
