<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, 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 June 30, 1997 (unaudited)
and December 31, 1996 3
Consolidated Statements of Operations for the Three and Six
Months ended June 30, 1997 and 1996 (unaudited) 4-5
Consolidated Statements of Cash Flows for the Six Months
ended June 30, 1997 and 1996 (unaudited) 6
Notes to Consolidated Financial Statements (unaudited) 7-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-10
PART II OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
<TABLE>
<CAPTION>
TMP Land Mortgage Fund, LTD.
A California Limited Partnership
Consolidated Balance Sheets
June 30,
1997 December 31,
(unaudited) 1996
----------- -----------
Assets
------
<S> <C> <C>
Cash $ 564,852 $ 361,515
Mortgage Loans on Real Estate 0 0
Investment in Unimproved Land (net of valuation
allowance of $3,983,033 and $3,978,272,
respectively) 11,313,953 10,575,184
Accounts Receivable 166,590 18,507
Due from Affiliates (net of unamortized
discount of $113,719 and $123,688
respectively) 172,020 162,051
Investment in Joint Venture 603,811 1,610,019
------------ ------------
Total Assets $ 12,821,226 $ 12,727,276
============ ============
Liabilities and Partners' Capital
---------------------------------
Accounts Payable $ 4,750 $ 4,754
Property Taxes Payable 3,721,966 3,251,916
Accrued Expenses 0 800
Due to Affiliates 103,433 23,885
------------ -----------
Total Liabilities 3,830,149 3,281,355
------------ -----------
Minority Interest 262,032 216,173
Partners' Capital
General Partners (69,912) (64,906)
Limited Partners, 20,000 equity units
authorized; 15,715 units outstanding
as of June 30, 1997 and December 31, 1996 8,798,957 9,294,654
------------ -----------
Total Partners' Capital 8,729,045 9,229,748
------------ -----------
Total Liabilities and Partners' Capital $ 12,821,226 $ 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
June 30, June 30,
1997 1996
-------------- -------------
Income
<S> <C> <C>
Interest Income $ 12,751 $ (4,088)
Joint Venture Income 45,124 63,784
Loss on Investments (33,837) (2,099)
Other Income 900 900
-------------- -------------
Total Income 24,938 58,497
-------------- -------------
Expenses
Loss on Decline in Market Value of Property 4,761 11,419
Joint Venture Expense 6,110 0
-------------- -------------
Total Expenses 10,871 11,419
-------------- -------------
Net Income before Minority Interest 14,067 46,927
Minority Interest (671) 0
-------------- -------------
Net Income $ 13,396 $ 46,927
============== =============
Allocation of Net Income
General Partners $ 133 $ 469
============== =============
Limited Partners $ 13,263 $ 46,458
============== =============
Limited Partners, per unit $ 0.84 $ 2.96
============== =============
</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 Operations
(Unaudited)
Six Months Ended
June 30, June 30,
1997 1996
----------- ------------
Income
- ------
<S> <C> <C>
Interest Income $ 21,422 $ 67,835
Joint Venture Income 550,048 63,784
Loss on Investments (44,923) (24,984)
Other Income 1,800 1,800
----------- ------------
Total Income 528,347 108,435
----------- ------------
Expenses
- --------
Loss on Decline in
Market Value of Property 4,761 58,682
Outside Services 12,480 1,020
Interest Expense 0 1,082
State Franchise Taxes 1,600
Joint Venture Expense 9,279 151
----------- ------------
Total Expenses 28,120 60,935
----------- ------------
Net Income before Minority Interest 500,027 47,500
Minority Interest (885) 0
----------- ------------
Net Income $ 499,342 $ 47,500
=========== ============
Allocation of Net Income
General Partners $ 4,993 $ 475
=========== ============
Limited Partners $ 494,349 $ 47,025
=========== ============
Limited Partners, per unit $ 31.46 $ 2.99
=========== ============
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
5
<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)
Six Months Ended
June 30, June 30,
1997 1996
------------ ------------
<S> <C> <C>
Cash Flows From Operating Activities
Net Income $ 499,342 $ 47,500
Adjustments to Reconcile Net Income to
Net Cash Provided by (Used in)
Operating Activities:
Loss on Decline in Market Value 4,761 58,682
Loss on Investments 44,923 24,984
Minority interest in income or
loss of subsidiary 885
Gain on Sale of Investment (550,048) 0
Amortization on Due from Affiliates (9,969) 0
Changes in assets and liabilities:
Decrease in Accounts Payable (4) 105,615
Increase (Decrease) in Accrued Expenses 78,748 (165,617)
Decrease (Increase) in Accounts Receivable (148,083) 15,001
------------ ------------
Net Cash Provided by (Used in) Operating
Activities (79,445) 86,165
------------ ------------
Cash Flows From Investing Activities:
Proceeds from Sale of Investment 1,725,096 0
Increase in Carrying Cost of Properties (71,590) (116,243)
Increase in Land Development Costs (201,890) (281,878)
Increase in Minority Interest 44,974 43,893
Increase in Investment in Joint Ventures (213,763) 105,572
------------ ------------
Net Cash Provided by (Used in) Investing
Activities 1,282,827 (248,656)
------------ ------------
Cash Flows From Financing Activities:
Distributions to Partners (1,000,045) 0
------------ ------------
Net Cash Used in Financing Activities (1,000,045) 0
------------ ------------
Net Increase (Decrease) in Cash 203,337 (162,491)
Cash, Beginning of Period 361,515 162,491
------------ ------------
Cash, End of Period $ 564,852 $ 0
============ ============
Cash Paid for Income Taxes $ 800
</TABLE>
Supplemental Schedule of Non-Cash Investing and Financing Activities:
- ---------------------------------------------------------------------
Non-cash investing and financing activities during the six months ended June 30,
1997 consists of the Partnership capitalizing property taxes for foreclosed
properties of $470,050 as well as carrying costs of $71,590. A valuation
allowance of $4,761 was recorded to reduce the net carrying value of the
properties to their fair market values.
See Accompanying Notes to Consolidated Financial Statements
6
<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 June 30, 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 - Property Taxes Payable
As of June 30, 1997, the Partnership owed approximately $4,000,000 in property
taxes payable on the PR Equities properties. This includes approximately
$3,000,000 of Mello-Roos tax. In addition, the Partnership owed approximately
$99,000 in property taxes on the Sunset Crossing and LaMonte properties.
If the property taxes remain delinquent for five years, the County can foreclose
on the property.
7
<PAGE>
TMP Land Mortgage
Fund, LTD.
A California Limited Partnership
Notes to Consolidated Financial Statements
(Unaudited)
NOTE 5 - 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 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, 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 $262,000 at June 30, 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.
8
<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 June 30, 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 six months ended June 30, 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 over $4,000,000. 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 5 to the
Partnership's consolidated financial statements.
9
<PAGE>
TMP Land Mortgage
Fund, LTD.
A California Limited Partnership
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. The Partnership is
awaiting final construction loan approval from Tokai Bank.
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 two lenders have expressed an
interest in providing a construction loan.
LaMonte Loan
The Partnership 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.
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.
During the six months ended June 30, 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 in March 1997 as a result of the
apartment sale.
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.
10
<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.
11
<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
