<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20529
FORM 10-KSB
[X] Annual report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 For the fiscal year ended December 31, 1999
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. For the transition period 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 (IRS Employer Identification No.)
incorporation or organization)
801 North Parkcenter Drive, Suite 235
Santa Ana, California 92705
(Address of principal executive office, including Zip Code)
(714) 836-5503
(Registrant's telephone number, including Area Code)
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
- ------------------- ------------------------------
N/A N/A
Securities registered under Section 12 (g) of the Exchange Act:
Title of each class Name of each exchange on which registered
- ------------------- ------------------------------
Units of Limited Partnership Interest N/A
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 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[ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB. Yes [] No [X ]
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PART 1
ITEM 1 BUSINESS
TMP Land Mortgage Fund, Ltd., (the Partnership) 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 ("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 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 December 31, 1999, twelve loans had been made by the
Partnership.
Beginning in November 1991, the Partnership was engaged in the offering of up to
20,000 units of limited partnership Units ("Unit(s)" or "the Unit(s)") at a
purchase price of $1,000 per Unit pursuant to a Registration Statement on Form
S-11. On April 22, 1994, the Partnership had received and accepted subscriptions
of 15,715 Units, representing total subscription proceeds in the amount of
$15,715,000, and the offering was closed. Upon the conclusion of the offering,
all of the subscription proceeds had been committed to the mortgage loan
investments described below and working capital reserves.
The Partnership was organized to originate and make loans secured by first deeds
of trust (commonly known as "mortgages") on unimproved real properties primarily
in the Inland Empire area of Southern California, which is located approximately
60 miles east of the City of Los Angeles and 40 miles north of the City of San
Diego. Twelve loans were made for terms of between 6 to 36 months. The
Partnership does not intend to make any further loans other than those described
below. Each loan was made to an unaffiliated borrower who (i) paid a fee or
"points" to obtain the loan, (ii) established a reserve that would secure the
payment of the interest for the interim term of the loan, and (iii) was to pay
the entire principal amount of the loan in one lump sum payment, commonly
referred to as a "balloon" payment, at the end of the loan term. Each loan was
made to an unaffiliated borrower who (i) used the proceeds of the loan to
purchase or refinance a property the General Partners believe has development
potential; (ii) "predevelop" the property by obtaining zoning and other
governmental approvals needed to permit construction of single or multi-family
residences or commercial buildings on the property ("predevelopment work") and
(iii) on completion of the predevelopment work, either sell the property to
developers or contractors or obtain new financing on the property.
It was intended that the loans would be repaid from the proceeds either of the
sale or a refinancing of the property by the borrower. The Partnership does not
participate in any profit that the borrower may realize on the sale or
refinancing of the property. Instead, the Partnership would receive from the
proceeds of the sale or refinancing, the principal amount of the Partnership's
loan and any interest that had been earned, but not paid, through the date of
sale or refinancing.
As a consequence of adverse changes in market conditions and other factors, nine
of the twelve loans made by the Partnership to date have been foreclosed. In the
event of foreclosure, the property securing the loan is to be made available for
public sale approximately four to six months after initiation of foreclosure
proceedings and is to be sold to the highest bidder. The sales proceeds then are
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paid to the first mortgagee, who would be the Partnership, until the principal
amount of the loan, and earned but unpaid interest, and foreclosure costs are
repaid. Any remaining surplus is paid to the borrower. If no one offers a cash
price sufficient to enable the Partnership to recover its investment, the
Partnership, as first mortgagee, is entitled to acquire the property in exchange
for cancellation of the amounts owed by the borrower. In that event, the General
Partners' strategy is to complete any predevelopment work not completed by the
borrower and to attempt to sell the property for a price that would at least
enable the Partnership to recover its investment in the property. To date, the
Partnership has acquired each of the properties on which it has foreclosed on
the related loan.
The Partnership's investment in a foreclosed property generally consists of all
amounts owing by the borrower to the Partnership that were secured by the
Partnership's mortgage at the time it acquired the property, the amounts
expended to acquire and complete predevelopment of the property and, unless paid
out of the gross proceeds of sale, any expenses incurred to sell the property.
Any cash proceeds in excess of the investment will be distributed to the
partners.
The Partnership will be terminated as soon as practicable following liquidation
of the Partnership assets and distributions of cash to the General and Limited
Partners. However, the Partnership will not be terminated until mortgage loans
made by it have been repaid and all properties and other assets owned by it have
been sold and payment of the purchase price for those assets is received or
converted into cash. At this time, it is unlikely that the Partnership will be
terminated within the next twelve months.
DEVELOPMENT POTENTIAL OF UNDERLYING PROPERTIES
The Partnership made loans to borrowers seeking to acquire or refinance, develop
and then sell undeveloped properties in the Inland Empire area of Southern
California to developers and contractors. In most cases, the repayment of the
Partnership's loans depended on the ability of the borrower to sell or refinance
the property after predevelopment work is completed. Accordingly, one of the
critical factors that affect the ability of the Partnership to achieve its
investment objectives is the potential value and salability of the properties
which secure repayment of the Partnership's loans or the properties which the
Partnership has acquired through foreclosure.
Each loan made by the Partnership was secured by a first mortgage. In the event
of a foreclosure sale, if the property is sold for at least the amount owed to
the Partnership, the entire sales proceeds must be paid to the Partnership, as
first mortgagee, before any proceeds may be paid to anyone else. If there are no
other purchasers, or the other purchase offers made at the foreclosure sale are
not sufficient to pay off the amounts owed to the Partnership, as first
mortgagee, the Partnership is entitled to acquire the property in exchange for
cancellation of the amounts owed by the borrower. Under applicable laws, on any
such acquisition, any other mortgages, liens or encumbrances on the property
will be automatically terminated and the Partnership will own the property free
and clear and will have no payment obligations thereafter, other than (i) the
costs of completing any predevelopment work not completed by the borrower; and
(ii) property taxes that are assessed against the property after the
Partnership's acquisition of the property; and (iii) in some instances special
assessment district taxes which are assessed against the property.
There may be circumstances in which, despite default, the general partners will
choose not to initiate foreclosure proceedings immediately. For example, there
may be ongoing sales negotiations or a refinancing may be in process that would
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be disrupted by the initiation of foreclosure proceedings or the general
partners may conclude that the borrower-owner is better able to complete
predevelopment and to sell the property than the Partnership. There also may be
instances in which the general partners choose not to purchase a property at the
foreclosure sale, even though the Partnership might sustain a partial or even
total loss of the investment on the loan. For example, it may be preferable to
accept a cash purchase offer for the property which is less than the amount owed
on the loan, but which would enable the Partnership to recover immediately, in
cash, a substantial portion of its investment in the loan. There could also be
circumstances in which environmental problems on a property discovered after a
loan is made would make it prudent for the Partnership not to acquire a
property. However, the General Partners believe such a circumstance would be a
rare occurrence.
LOANS STATUS AND FORECLOSED PROPERTIES
As of December 31, 1999, the Partnership had made twelve mortgage loans of which
three were paid and nine resulted in foreclosures. The status of such loans and
related foreclosures and other relevant information are summarized below.
TMP FLOWERFIELD, LLC (previously referred to as PR Equities, Ltd.) The
Partnership made two loans ("Loan 1" and "Loan 2") to PR Equities, Ltd., a
California Limited Partnership. The loans were secured by first trust deeds on
residential property located in San Jacinto, California. Loan 1 was secured by a
first deed of trust on 304 residential lots consisting of 5 separate residential
tracts in Phase II of the Rancho San Jacinto master-planned community. Loan 2
was secured by a first deed of trust on two residential tracts containing 148
lots that also are part of Phase II of the Rancho San Jacinto master-planned
community. All of the properties are located east of Hewitt Street and north of
Washington Avenue in San Jacinto. These properties have received approval of the
tentative tract maps. See Note 4 to the Consolidated Financial Statements.
The Partnership foreclosed on the property securing these loans during 1994 and
currently owns the property. The Partnership owes approximately $6.3 million as
a result of the Mello-Roos bond assessments and unpaid property taxes. These
debts, plus the continuing property tax accrual makes the property unsaleable in
the current real estate market. In order to make the property saleable, it will
be necessary to get the Mello-Roos bond assessments and interest reduced. A work
out plan is currently being written by the Partnerships' management, to present
to the City of San Jacinto and the bondholders, with the hope that some
assessment relief will be obtained. The City of San Jacinto is expected (by the
terms of the bonds) to begin foreclosure proceedings.
FRAME LOAN
The Partnership made a third loan ("Loan 3") to Richard D. Frame secured by a
first trust deed for property under predevelopment in Temecula, California. The
loan matured on February 8, 1994 and was extended to April 20, 1994, at which
time the Partnership received payment in full. Portions of the proceeds of this
loan were used for funding Loans 11 and 12.
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SUNSET CROSSING I LOAN
The Partnership made their fourth loan ("Loan 4") to Sunset Crossing I, a
California Limited Partnership. Loan 4 was secured by a first trust deed on 44
acres of commercially zoned property at the southwest corner of the intersection
of Interstate 10 and Sunset Avenue in the city of Banning, California. In August
of 1994, Sunset Crossing I defaulted on this loan. The Partnership foreclosed on
the property in December of 1994. This property is currently listed for sale at
$2,500,000.
FOX-OLSON LOAN #1
The Partnership's fifth loan ("Loan 5") was made to Marilyn Fox-Olson; who
defaulted on the loan. The Partnership foreclosed on this property in November
1994. Approximately 2.14 acres of this property were sold in July 1999 for a
sales price of $279,655. The remaining acres are listed for sale at $2,090,000.
The current zoning for the property is C-1 (commercial). It is located at the
northeast corner of Newport Road and Bradley Road in the unincorporated area of
Riverside County known as Sun City/Menifee Valley.
TMP REMINGTON, LLC
The Partnership's sixth loan ("Loan 6") was made to Environmental Development,
Ltd., (ED) a California Limited Partnership. Loan 6 was secured by a first trust
deed to property under predevelopment in San Diego, California. ED defaulted on
the loan in October of 1994. ED signed an extension agreement, wherein the
Partnership agreed to extend the term of the loan to May 1, 1995. On March 1,
1995, ED defaulted on the interest payment due at that date, and the Partnership
filed a Notice of Default. The Partnership subsequently accepted a deed in lieu
of foreclosure on the property in August 1995.
This property is approximately 52 acres of residentially zoned land at the
southeast quadrant of State Route 905 and Interstate 805 Freeways in the Otay
Mesa area of the City of San Diego. The existing zoning is A1-10 (0-5 units per
acre). The 52 acres are a portion of the 78.3-acre Remington Hills Precise Plan,
designed for low to moderate priced single-family homes. The Precise Plan and
tentative map has been processed and approved. Sewer and water is within 200
feet of the site, and natural gas and electricity are also available. The 52
acre portion of Remington Hills is designed so it can be developed first and
stand alone from the remaining portion of the Remington Hills Precise Plan. An
environmental impact report was approved in 1995. The property has an approved
tentative tract map for 184 lots. The General Partners have determined that
construction of homes will achieve the highest return to the Partnership based
in part on the results of a market feasibility study.
The Partnership, together with TMP Homes, LLC, formed a joint venture to
construct homes on the site. During 1999, and in accordance with the LLC Member
Agreement, the Partnership contributed this property to the LLC for a
predetermined value of $1,638,000. The carrying value of the property was
approximately $1,698,000 and therefore the Partnership recognized a loss of
approximately $60,000 when this property was contributed. Phase I will consist
of 48 production homes, 4 models and one parking lot. Phase II will consist of
43 production homes. Phase III will consist of 38 production homes and Phase IV
will consist of 50 production homes. Grading, Sewer and Water has been completed
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on Phase I and part of Phase II. Phase I construction began in the third quarter
of 1999 upon obtaining financing in July 1999.
TMP HOMES FLOWERFIELD-SUN CITY, LLC
On June 17, 1993, the Partnership funded its' seventh mortgage loan, ("Loan 7")
to Marilyn Fox-Olson. Marilyn Fox-Olson defaulted on this loan also and the
Partnership acquired the property on March 29, 1995. The property has an
approved tract map with 45 residential lots and a 1.84 acre commercial site
located in Sun City/MenifeeValley, California. The Partnership, together with
TMP Homes, LLC, formed a joint venture to construct homes on this site. Phase I
will consist of 11 production homes and 2 models. Phase II will consist of 17
production homes. Phase III will consist of 15 production homes. Phase I and
Phase II construction were completed in 1999. Phase III construction began in
1999 and as of December 31, 1999 the homes have been framed and lath & plaster
was just beginning. Phase III homes are scheduled to be complete by mid March
2000. During the year ended December 31, 1998, and in accordance with the LLC
Member Agreement, the Partnership contributed this property to the LLC for a
predetermined value of $420,000.
<TABLE>
<CAPTION>
The following is a summary of home sales:
<S> <C> <C> <C>
Phase I 10 homes sold & 2 homes sold & 1 home unsold
escrow closed escrow not closed
Phase II 13 homes sold & 1 homes sold & 3 homes unsold
escrow closed escrow not closed
Phase III 0 homes sold & 6 homes sold & 9 homes unsold
escrow closed escrow not closed
</TABLE>
The 1.84 acres of this property was sold in July 1999 for a sales price of
$100,000.
SINGLETARY LOAN
On October 12, 1993, the Partnership funded it eighth loan ("Loan 8") secured by
a first deed of trust on 96 acres of industrial/commercial land located in the
unincorporated area of Riverside County known as Rubidoux. The loan was due on
April 12, 1995. The borrower sought to extend the loan, and did pay extension
fees and additional interest for several months. However, the Partnership was
forced to file a Notice of Default when the borrower ceased making payments. The
borrower filed for personal bankruptcy in order to forestall foreclosure
proceedings. After a period of negotiation, the borrower was able to procure
additional financing and paid the loan and accrued interest in full on December
13, 1995. As a result, the Partnership distributed $2,200,000 to all Limited
Partners.
LAMONTE LOAN
On October 25, 1993, the Partnership funded its ninth loan ("Loan 9") secured by
a first deed of trust on 6.54 acres of commercial land located in Simi Valley,
California. This loan had an interest rate of 12.5%. The LaMontes' deposited an
amount equal to twelve months interest due on the loan in a segregated bank
account representing the last twelve months interest on the loan. The first six
months of interest were paid by Ventura Pacific Capital Group (VPCG), a
developer who had an option agreement and ground lease agreement with the
LaMontes' on the property.
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The principal amount of the loan matured on April 25, 1995. At that time the
Partnership filed a Notice of Default, the LaMontes' transferred the property to
a wholly owned corporation and had the corporation file a Chapter 11 bankruptcy
proceeding to delay the foreclosure. The Partnership succeeded in having the
bankruptcy court remove the stay after a contestual law and motion proceeding.
The LaMontes' then filed a state court action asking the court for a temporary
injunction based on alleged irregularities during the foreclosure process. The
Partnership acquired the property through foreclosure in April 1996. The
property was sold in 1997 and a gain on the sale of approximately $500,000 was
recorded by the Partnership.
LANSING LOAN
On March 23, 1994, the Partnership funded it tenth loan ("Loan 10") secured by a
first deed of trust on 28.42 acres of commercially zoned land located on the
Northwest corner of Murrieta Hot Springs Road and Jefferson Avenue in Murietta,
California. The loan was repaid on September 5, 1995. The proceeds were added to
cash reserves of the Partnership.
ROCKFIELD LOAN
On June 1, 1994, the Partnership funded its eleventh loan, ("Loan 11") secured
by a first deed of trust on 42 residential lots in Rancho Cucamonga, California.
Loan 11 was in participation with TMP Mortgage Income Plus, Ltd. (MIP), a
private syndication of which TMP Investments, Inc. and TMP Properties also serve
as general partners. The total loan of $250,000 was funded $100,000 by the
Partnership and $150,000 by MIP. The principal amount of Loan 11 was due on
March 1, 1995. The Rockfields' defaulted and the property was foreclosed on
January 15, 1996. The Partnership sold its' interest in the property in
November, 1996 to MIP for the amount of its participation in the loan, as well
as monies which the Partnership had advanced to pursue development of this
property. MIP has entered into a joint venture with TMP Homes, LLC to build
homes on the 29 lots that secured this loan. The Partnership currently holds a
note receivable from MIP for this property. See Note 7 to the Consolidated
Financial Statements.
PEPPERTREE PARK, LLC
On June 28, 1994, the Partnership funded its' twelfth loan, ("Loan 12") secured
by a first deed of trust on 193 single family residential lots and a third trust
deed on 73 single family residential lots and 15 acres office/professional use
land in Fallbrook, California.
The principal amount of Loan 12 was due on June 28, 1995. However, the loan
agreement allowed for an extension of an additional 6 months. The Partnership
received $1,500,000 during 1996 and retained a $500,000 (20%) interest in the
property as an investor from which the Partnership will receive a participation
in profits from the development of single family homes. The property has an
approved general plan amendment, specific plan, and tentative map. The lots in
Phases 1 and 2 were sold in late 1997 and 1998 and the Partnership received
$50,000. The lots in Phase 3 are currently under development.
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ITEM 2 PROPERTIES
The Partnership has acquired nine properties through foreclosure since
inception. All of those properties have been fully disclosed in Item 1.
ITEM 3 LEGAL PROCEEDINGS
Albert and Helen LaMonte had named the Partnership as a defendant in two
lawsuits, borrowers in Loan 9, referred to above, and by Southpointe
Corporation, a related entity utilized to take title to the property and file
bankruptcy proceedings under Chapter 11 of the Bankruptcy Court. One lawsuit
alleged conspiracy and fraud on behalf of the Partnership. The other lawsuit
attempted to set aside the foreclosure that occurred in April 1996. These suits
were settled in 1997.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of Registrants security holders during 1999.
ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
As of December 31, 1999, there were approximately 834 record holders of,
representing total subscription of 15,715 Units and subscription proceeds in the
amount of $15,715,000. As of such date, all of the subscription proceeds had
been committed to the mortgage loan investments described in Item 1 and working
capital reserves. There is no other class of security outstanding or authorized.
There has not been, and currently there does not exist, any established public
trading market for the Units. Accordingly, to the General Partners' knowledge,
there was no trading activity during the fiscal years ended December 31, 1995 or
1997- 1999. In 1996, 75 Units were traded at between $315 and $400 per Unit.
CASH DISTRIBUTIONS
Total interest received on mortgage loans from inception to December 31, 1999
was $3,569,666 and other income from deposits and other sources have been
received in the amount of $1,474,375. Also during 1996, Loan 12 was repaid in
the form of $1,500,000 in cash and a 20% interest in Peppertree Park, LLC valued
at $500,000. Total distributions to investors from such income and loan
repayments were made in 1996 of $682,571. In 1997, the Partnership received net
proceeds from the sale of an apartment building for its investment in Steadfast
HSC, LLC and distributed $2,232,365 to investors. There were no distributions in
1998 or 1999. Total distributions to investors since inception have been
$8,013,662.
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ITEM 6 SELECTED CONSOLIDATED FINANCIAL DATA
The following table summarizes selected consolidated financial data of the
Partnership for the years ended December 31, 1995 - 1999 and should be read in
conjunction with the more detailed Consolidated Financial Statements contained
in Item 8, below.
<TABLE>
<CAPTION>
1999 1998 1997 1996 1995
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Interest Income $ 44,140 $ 44,832 $ 48,916 $ 166,318 $ 717,171
Gain on Sale of Land $ 23,383 $ - $1,026,850 $ - $ -
Other Income $ 3,600 $ 53,600 $ 4,970 $ 150,611 $ 15,262
Total Income $ 71,123 $ 98,433 $1,080,736 $ 316,929 $ 732,433
Net Income (Loss) $ (655,640)$ (397,618)$ 945,723 $ (103,399)$ 583,233
Net Income (Loss)
per Unit $ (41.31)$ (25) $ 60 $ (7)$ 37
Cash Distribution
per Unit $ 0 $ 0 $ 141 $ 43 $ 160
Total Assets $17,535,955 $13,937,406 $12,563,395 $12,727,275 $12,278,021
- --------------------------------------------------------------------------------
</TABLE>
Per Unit calculations based on 15,715 Units outstanding at December 31, 1995
- - 1999.
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSES OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis provides information that the
Partnership's management believes is relevant to an assessment and understanding
of the Partnership's consolidated results of operations and financial condition.
This discussion should be read in conjunction with the Consolidated Financial
Statements and footnotes, which appear elsewhere in this report.
This Annual Report on Form 10-KSB contains forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of
the Securities Act of 1933, which are subject to the "safe harbor" created by
that section. Words such as "expects," "anticipates," "intends," "plans,"
"believes," "seeks," "estimates" and similar expressions or variations of such
words are intended to identify forward-looking statements, but are not the
exclusive means of identifying forward-looking statements in this report.
Additionally, statements concerning future matters such as the features,
benefits and advantages of the Partnership's property regarding matters that are
not historical are forward-looking statements. Such statements are subject to
certain risks and uncertainties, including without limitation those discussed in
"Risk Factors" sections of this report. The Partnership's actual future results
could differ materially from those projected in the forward-looking statements.
The Partnership assumes no obligation to update the forward-looking statements.
Readers are urged to review and consider carefully the various disclosures made
by the Partnership in this report, which attempts to advise interested parties
of the risks and factors that may affect the Partnership's business, financial
condition and results of operations.
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the attached
Consolidated Financial Statements and notes thereto for the fiscal years ended
December 31, 1999 and 1998.
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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.
Since its formation, the Partnership had received and accepted subscriptions of
15,715 Units, representing total subscription proceeds in the amount of
$15,715,000. All proceeds were committed to 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 for a total of twelve loans.
As a consequence of adverse changes in market conditions and other economic and
business factors, nine of the twelve loans went into default. The Partnership
foreclosed on the properties secured by the defaulted loans and is in the
process of developing and/or selling these properties.
The Partnership's management believes that inflation has not had a material
effect on the Partnership's results of operations.
During the year ended December 31, 1999, TMP Homes Flowerfield, Sun City sold
twenty-three lots. The following is a summary of the properties sold:
<TABLE>
<CAPTION>
<S> <C> <C>
Income from Sale of Properties $ 3,389,887
Cost of Properties 3,437,723
Marketing & Selling Costs 39,340
------------------
Total Costs 3,477,063
------------------
Loss on Sale of Properties $ 87,176
==================
</TABLE>
In July 1999, the Partnership sold approximately 1.84 acres in Sun City. The
sale price of the property was $100,000 and the Partnership recorded a gain of
approximately $93,000 (excluding the "manager profit participation" as defined
in the Management Agreement of $12,073 that was paid to PacWest). The following
is a summary of the property sold:
<TABLE>
<CAPTION>
<S> <C> <C>
Sales Price $ 100,000
Cost of Property
(Includes capitalized carrying & selling costs) 7,129
----------
Gain on Sale of Property $ 92,871
==========
</TABLE>
In July 1999, the Partnership sold approximately 2.14 acres in Sun City. The
sale price of the property was $279,655 and the Partnership recorded a gain of
approximately $18,000 (excluding the "manager profit participation" as defined
in the Management Agreement of $12,912 that was paid to PacWest). The following
is a summary of the property sold:
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<TABLE>
<CAPTION>
<S> <C> <C>
Sales Price $ 279,655
Cost of Property
(Includes capitalized carrying costs) 243,306
Selling Costs 18,661
------------------
Total Costs 261,967
------------------
Gain on Sale of Property $ 17,688
==================
</TABLE>
During the year ended December 31, 1999 and 1998, approximately $44,000 and
$45,000, respectively, of interest income was earned. The majority of interest
was earned from the notes receivable from affiliate (See Note 7) approximately
$43,000 and $42,000, respectively. In addition, approximately $1,000 and $3,000
of interest was earned on funds held for the year ended December 31, 1999 and
1998, respectively. In March 1998, the Partnership received and recorded income
of $50,000 for its portion of the gain on the sale of property relating to
Peppertree, which is included in Other Income.
Total expenses for the year ended December 31, 1999 compared with the year ended
December 31, 1998, increased by approximately $253,000, or 34%, due to increases
in accounting and financial reporting, Loss on Investments, Manager Profit
Participation and Outside Professional Services. Accounting and Financial
Reporting expenses associated with the restatement of financial statements
increased the expenses by approximately $48,000. Outside Professional Services
increased by approximately $10,500 or 26% due to the payment of the asset
administration fee pursuant to the Management Agreement and a contract with a
third party that was entered into for certain investor relations' services. Both
of these contracts were entered into April 1, 1998 and therefore only nine
months of expenses were incurred during the year ended December 31, 1998.
Manager Profit Participation increase of $24, 985 or 100% is due to the payment
to PacWest relating to sale of the two properties in July 1999 and in accordance
with the Management Agreement. Other expenses, of $40,848, includes certain
carrying costs related to the PR Equities, Ltd. properties in San Jacinto, CA
which are expensed as incurred in order to bring the stated value of the
property to fair market value (See Note 4). These expenses are related to
property services incurred to prepare the property for future sale.
A net gain of approximately $22,000 is recorded in Minority Interests in
Consolidated Affiliates for the year ended December 31, 1999. The Partnership
contributed approximately $206,000 to Sun City to pay down the construction
loan (see Note 12). The Partnership incurred a loss of approximately $51,500
(25%) on this contribution, which is included in the Consolidated Statements of
Operations.
Investing activities for the years ended December 31, 1999 and 1998 used
approximately $2,384,000 and $1,373,000 of cash, respectively, mainly to pay for
development and for carrying costs of the land held for investment. In addition,
the Partnership used $65,119 to pay for certain selling expenses relating to the
sale of properties during the year ended December 31, 1999. This use of funds
was more than offset by the funds provided by the Partnership of approximately
$3,770,000 from the sale of these properties.
11
<PAGE>
Financing activities for the years ended December 31, 1999 and 1998 include
proceeds of approximately $1,550,000 and $895,000, respectively, relating to
borrowings on the construction loans. Proceeds for the year ended December 31,
1999 also include affiliate advances of $192,800 from TMP Homes. For the year
ended December 31, 1998 payments of $170,626 were made to affiliates to pay back
certain advances.
The Partnership had three properties as of December 31, 1999 that are being held
for appreciation and resale. Remington and Sun City are holding two additional
parcels for development and future sale of residential units. The Partnership
does not intend to acquire any additional properties. Upon the sale of each
property, the Partnership intends to distribute the sales proceeds, less any
reserves needed for operations, to the partners.
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 1999, the Partnership had cash on hand of approximately
$178,000. All other proceeds from the sale of Units and property have been
invested in the making of loans, working capital reserves, or have been used in
foreclosure proceedings or maintaining the foreclosed properties for the
Partnership.
The Partnership raised a total of $8,334,000, $6,127,000, and $1,254,000 during
the calendar years ended December 31, 1992, 1993, and 1994, respectively for a
total of $15,715,000 in gross proceeds from the sale of Units. The offering was
closed on April 22, 1994, and no additional subscriptions were accepted after
that date. The Partnership made a total of twelve mortgage loans for a total of
$15,015,000. Loans of $4,870,000, $7,420,000, and $2,725,000 were made during
the calendar years ended December 31, 1992, 1993, and 1994, respectively. Excess
proceeds from the sale of Units were invested in interest-bearing reserve
accounts.
Three loans, in the total amount of $4,825,000 were repaid during the year ended
December 31, 1995. Nine loans totaling $10,190,000 were foreclosed. Proceeds
from loan repayments were reinvested, added to Partnership reserves, or
distributed to investors.
The Partnership does not intend to make any new land loans with existing or
future partnership cash. At December 31, 1999, the Partnership had development
agreements with TMP Homes, LLC, an affiliated company, to develop single family
homes on three of the properties the Partnership has acquired through
foreclosure. In addition, the Partnership has a $500,000 investment in a
single-family development that resulted from the Peppertree loan. The
Partnership was repaid $1,500,000 of the $2,000,000 Peppertree loan in cash. The
remaining $500,000 represents a 20% investment in the project. The Partnership
may incur indebtedness from nonaffiliated financial institutions in order to
complete any development for projects in which the Partnership is involved.
The properties relating to the nine loans that were foreclosed upon by the
Partnership produce no income. Accordingly, the Partnership is not making
distributions to partners except from the sales proceeds of certain partnership
assets. The Partnership cash reserves are being used to fund the operating cash
needs of the Partnership. As of December 31, 1999, the Partnership had
sufficient cash reserves for the next twelve months.
12
<PAGE>
In April 1998, the General Partners entered into an agreement (the Financing
Agreement) with PacWest Inland Empire, LLC (PacWest), a Delaware Limited
Liability Company, whereby PacWest paid a total of $300,000 to the General
Partners and ten other related partnerships (the TMP Land Partnerships). PacWest
agreed to pay up to an additional $300,000 for any deficit capital accounts for
these 11 partnerships in exchange for the rights to the General Partners'
distributions; referred to as a "distribution fee" as defined by the Financing
Agreement.
In addition, PacWest agreed to loan and/or secure a loan for the TMP Land
Partnerships in the amount of $2,500,000. Loan proceeds are allocated among the
TMP Land Partnerships, based on partnership needs, from recommendations made by
PacWest, and under the approval and/or direction of the general partners.
Portions of these funds were loaned to the Partnership at 12% simple interest
beginning April 1, 1998. The borrowings are secured by the Partnership's
properties, and the funds will be loaned, as needed, in the opinion of the
General Partners. These funds are not to exceed 50% of the 1997 appraised value
of the properties, and will primarily be used to pay for on-going property
maintenance, reduction of existing debt, property taxes in arrears, appropriate
entitlement costs and Partnership operations.
PacWest, can, at their option, make additional advances with the agreement of
the General Partners. However, the aggregate amount of cash loaned to the TMP
Land Partnerships will not be limited to a maximum of $2,500,000.
As of December 31, 1999 the TMP Land Partnerships have been funded approximately
$2,600,000 by PacWest. An addendum to the Financing Agreement which states
PacWest shall be entitled to increase the aggregate amount of the loan by
written agreement is currently being approved by both the General Partners and
PacWest. Upon signing of this addendum, PacWest, can, at their option and with
the written agreement of the General Partners, make additional advances and the
aggregate amount of cash loaned to the TMP Land Partnerships will not be limited
to a maximum of $2,500,000.
In April 1998, PacWest entered into a management, administrative and consulting
agreement (the Management Agreement) with the General Partners to provide the
Partnership with overall management, administrative and consulting services.
PacWest currently contracts with third party service providers to perform
certain of the financial, accounting, and investor relations' services for the
Partnership. As of December 31, 1999 PacWest has no amount due from the
Partnership relating to the aforementioned agreements.
Pursuant to the Management Agreement, PacWest has acquired the General Partners'
unsubordinated 1% interest in the Partnership and assumed responsibility for all
partnership administration while not replacing any of the General Partners.
PacWest is paid a fee of $24,588 annually for its administrative services.
On March 10, 1998, TMP Flowerfield, Sun City entered into a promissory note
agreement for a Phase 1 construction loan with a bank. The maximum loan amount
is $2,275,000 and accrues interest at 1.5% per annum in excess of the prime
rate. Interest is payable monthly. As of December 31, 1999, Sun City has a
principal balance due on the note of $137,500. Interest paid for the year ended
December 31, 1999 was approximately $62,559. In June, 1999, Sun City entered
into a second promissory note agreement for Phase II construction with the same
bank. The maximum loan amount is $4,119,000 and accrues interest at 1.5% per
annum in excess of the
13
<PAGE>
prime rate. Interest is payable monthly. As of December 31, 1999, Sun City has a
principal balance due on the note of $1,060,582. Interest paid for the year
ended December 31, 1999 was approximately $80,901.
On August 17, 1999, Remington entered into a promissory note agreement for a
construction loan with a bank. The maturity date of the note is December 10,
2000. The maximum loan amount is $8,498,000 and accrues interest at 1% per annum
in excess of the Index Rate. Interest is payable monthly. As of December 31,
1999, Remington has a principal balance due on the note of $1,247,719. Interest
paid for the year ended December 31, 1999 was approximately $22,417.
Aside from the foregoing, the Partnership knows of no demands, commitments,
events, or uncertainties, which might affect its liquidity or capital resources
in any material manner.
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following financial statements are filed as part of the Form 10-KSB:
For the fiscal years ended December 31, 1999 and 1998:
Report of Independent Auditors 15
Consolidated Balance Sheets as of December 31, 1999 and 1998 16
Consolidated Statements of Operations for the years ended
December 31,1999 and 1998 17
Consolidated Statements of Partners' Capital for the years
Ended December 31, 1999 and 1998 18
Consolidated Statements of Cash Flows for the years ended
December 31, 1999 and 1998 19,20
Notes to Consolidated Financial Statements 21-27
Supplemental Schedules to Consolidated Financial Statements 28,29
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.
14
<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. as of December 31, 1999 and 1998, and the related
consolidated statements of operations, partners' capital, and cash flows for the
years then ended. Our audits also included the financial statement schedules
listed in the Index at Item 14(a). These financial statements and schedules are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements and schedules based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of TMP Land Mortgage Fund, Ltd. as
of December 31, 1999 and 1998, and the results of its operations and its cash
flows for the years then ended, in conformity with accounting principles
generally accepted in the United States. Also, in our opinion, the related
financial statement schedules, when considered in relation to the basic
financial statements taken as a whole, present fairly in all material respects
the information set forth therein.
SWENSON ADVISORS, LLP
An Accountancy Firm
/S/ SWENSON ADVISORS LLP
Temecula, California
March 17, 2000
15
<PAGE>
<TABLE>
<CAPTION>
TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership
Consolidated Balance Sheets
For the years ended December 31, 1999 and 1998
1999 1998
-------------- -------------
Assets
<S> <C> <C>
Cash $ 178,234 $ 416,098
Notes Receivable from Affiliate 346,038 307,091
Prepaid Expenses & Other 27,997 27,073
Other Receivables 23,661 23,661
Investments 607,439 608,039
Investment in Unimproved Land, Net 16,352,585 12,555,444
------------- -------------
Total Assets $ 17,535,955 $ 13,937,406
============= =============
Liabilities and Partners' Capital
Accounts Payable & Other $ 806,413 $ 161,824
Due to Affiliates 192,800 3,267
Franchise Taxes Payable 800 800
Property Taxes Payable 6,301,117 4,870,485
Notes Payable 2,445,801 895,371
------------- -------------
Total Liabilities 9,746,931 5,931,747
------------- -------------
Minority Interests 899,177 460,171
------------- -------------
General Partners (88,304) (81,748)
Limited Partners: 20,000
Equity Units Authorized:
15,715 Units Outstanding 6,978,151 7,627,236
------------- -------------
Total Partners' Capital 6,889,847 7,545,488
------------- -------------
Total Liabilities and
Partners' Capital $ 17,535,955 $ 13,937,406
============= =============
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
16
<PAGE>
<TABLE>
<CAPTION>
TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership
Consolidated Statements of Operations
For the years ended December 31, 1999 and 1998
1999 1998
-------------- ----------
<S> <C> <C>
Property Sales $ 3,769,542 $ 0
Cost of Property Sales 3,746,159 0
--------------- -------------
Net Gain on Property Sales 23,383 0
Income
Interest 44,140 44,833
Other 3,600 53,600
--------------- -------------
Total Income 71,123 98,433
--------------- -------------
Expenses
Accounting & Financial Reporting 105,222 57,001
Loss on investments 521,627 280,225
Discount on Due from Affiliates 0 73,268
General & Administrative 11,332 13,288
Manager Profit Participation 24,985 0
Interest 1,966 320
Outside Professional Services 40,625 30,053
Other 40,848 39,311
--------------- -------------
Total Expenses 746,605 493,466
--------------- -------------
Net Loss before Minority Interests
and Income Taxes (675,482) (395,033)
Minority Interests Gain (Loss) in
Consolidated Affiliates 21,995 (185)
State Franchise Tax (2,154) (2,400)
-------------- -------------
Net Loss $ (655,641) $ (397,618)
=============== =============
Allocation of Net Loss:
General Partners, in the Aggregate: $ (6,556) $ (3,976)
=============== ============
Limited Partners, in the Aggregate: $ (649,085) $ (393,642)
=============== =============
Limited Partners, per Equity Unit: $ (41.31) $ (25.00)
=============== =============
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
17
<PAGE>
<TABLE>
<CAPTION>
TMP Land Mortgage Fund, LTD.
(A California Limited Partnership)
Consolidated Statements of Partners' Capital
For the Years Ended December 31, 1999 and 1998
General Limited
Partners Partners Total
-------- -------- -----
<S> <C> <C> <C>
Partners' Capital (deficit),
January 1, 1998 $ (77,772) $ 8,020,878 $ 7,943,106
Net Loss for 1998 (3,976) (393,642) (397,618)
---------- ---------- ------------
Partners' Capital (deficit),
December 31, 1998 $ (81,748) $ 7,627,236 $ 7,545,488
----------- ----------- ------------
Net Loss for 1999 (6,556) (649,085) (655,641)
---------- ---------- ----------
Partners' Capital (deficit),
December 31, 1999 $ (88,304) $ 6,978,151 $ 6,889,847
========== ========== =========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
18
<PAGE>
<TABLE>
<CAPTION>
TMP LAND MORTGAGE FUND, LTD
A California Limited Partnership
Consolidated Statements of Cash Flows
For the years ended December 31, 1999 and 1998
1999 1998
------------ ----------
<S> <C> <C>
Cash Flows from Operating Activities:
Net Loss $ (655,641) $ (397,618)
Adjustments to Reconcile Net Loss to Net Cash
Provided By Operating Activities:
Gain on Property Sales (23,383) 0
Minority Interests in Consolidated Affiliates 439,606 280,410
Discount on Due from Affiliates 0 73,268
Accretion of Discounted Notes Receivable (38,947) (32,755)
Other 40,848 39,311
Changes in Assets and Liabilities:
Increase in Prepaid Expenses and Other (924) (18,181)
Decrease in Other Receivables 0 101,676
Increase in Accounts Payable & Other 644,588 87,230
Decrease in Due to Affiliates (3,266) (29,294)
------------ -----------
Net Cash Provided by Operating Activities 402,881 104,047
Cash Flows from Investing Activities:
Proceeds from Property Sales 3,769,542 0
Payment of selling costs (65,119) 0
Increase in Investments 0 231,273
Increase in Minority Interests 0 150,453
Increase in Land Development and Carrying Costs (6,088,398) (1,754,899)
----------- -----------
Net Cash Used In Investing Activities (2,383,975) (1,373,173)
Cash Flows from Financing Activities:
Proceeds From (Payments Made To) Affiliates 192,800 (170,626)
Proceeds from Notes Payable 1,550,430 895,371
----------- -----------
Net Cash Provided By Financing Activities 1,743,230 724,745
----------- -----------
Decrease in Cash (237,864) (544,381)
Cash, Beginning of Period 416,098 960,479
----------- -----------
Cash, End of Period $ 178,234 $ 416,098
========== ===========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
19
<PAGE>
<TABLE>
<CAPTION>
TMP LAND MORTGAGE FUND, LTD
A California Limited Partnership
Consolidated Statements of Cash Flows, continued
For the years ended December 31, 1999 and 1998
Supplemental Disclosure of Cash Flow Information:
<S> <C> <C>
Cash Paid for Taxes $ 1,354 $ 2,400
============== =============
Cash Paid for Interest $ 168,164 $ 12,813
============== ==============
</TABLE>
Other Disclosures:
Non-cash investing activities for the years ended December 31, 1999 and 1998
consisted of an increase in the carrying costs of Investment in Unimproved Land
equal to additional property tax liabilities incurred of $1,430,632 and
$664,417, respectively.
See Accompanying Notes to Consolidated Financial Statements
20
<PAGE>
TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership
Notes to the Consolidated Financial Statements
December 31, 1999 and 1998
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 inter-company accounts and transactions have been eliminated in
consolidation.
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 Note
2.)
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 is recognized on their individual income
tax returns. However, the minimum California franchise tax required to be paid
by the Partnership and it's consolidated entities is $800 per year per entity.
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
21
<PAGE>
TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership
Notes to the Consolidated Financial Statements
December 31, 1999 and 1998
Note 1 - General and Summary of Significant Accounting Policies (continued)
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 continually monitoring
the market conditions and holding the land parcels through any periods of
declining market conditions.
Note 2 - Organization of the Partnership
The Partnership is a California Limited Partnership formed on November 15, 1991.
TMP Properties (A California General Partnership) and TMP Investments, Inc. (A
California Corporation) are the general partners ("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 then became the shareholders of TMP Group, Inc.
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.
Since its formation, the Partnership had received and accepted subscriptions of
15,715 units, representing total subscription proceeds in the amount of
$15,715,000. All proceeds were committed to 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 for a total of twelve loans.
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.
22
<PAGE>
TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership
Notes to the Consolidated Financial Statements
December 31, 1999 and 1998
As a consequence of adverse changes in market conditions and other economic and
business factors, nine of the twelve loans went into default. The Partnership
foreclosed on the properties secured by the defaulted loans and is in the
process of developing and/or selling these properties. (See update of property
status included in the Management's Discussion and Analysis of Financial
Condition and Results of Operations located elsewhere in this report)
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.
No distributions were made during 1999 or 1998.
Note 5 - Related Party Transactions
During the year ended December 31, 1999, TMP Homes, LLC (TMP Homes), managing
member of Remington, paid $17,800 of bank loan fees on behalf of Remington. TMP
Homes paid $151,000 to Sun City and $24,000 to Remington as an advance for fees.
These funds will be repaid from proceeds received as properties are sold. These
funds are recorded in the Consolidated Balance Sheets in Due to Affiliates.
See Note 7 regarding information on management of the Partnership during 1999.
23
<PAGE>
TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership
Notes to the Consolidated Financial Statements
December 31, 1999 and 1998
Note 6 - Notes Receivable from Affiliate
In November, 1996, the Partnership sold a parcel of land (including the
capitalized interest costs and the related property taxes payable) to an
affiliated partnership, TMP Mortgage Income Plus, LTD (MIP) for $286,000 and
recorded a note receivable for a five year period without interest with a 12%
discount (imputed interest). The total sales price represented the Partnerships'
original interest of $100,000, as well as $186,000 of other advances and
capitalized costs for the development of the land. The Partnership recognized a
$127,000 discount on the note as a charge to operations for the difference
between the total value of the land and the face value of the note. In 1998, the
Partnership loaned an additional $165,000 to MIP for a five year period without
interest (and discounted the note at 12%) and recognized approximately $73,000
as a charge to operations due to the non-interest bearing terms of the note. As
of December 31, 1999 and 1998, the two notes receivable balances totaled
$346,038 and $307,091, respectively (net of the unamortized discount of $66,962
and $143,648, respectively). The Partnership accreted interest income on these
notes during the years ended December 31, 1999 and 1998 of $43,508 and $32,756,
respectively which is included as interest income on the Consolidated Statements
of Operations. (See Note 4.)
Note 7 - Agreements with PacWest Inland Empire, LLC (PacWest)
In April 1998, the General Partners entered into an agreement (the Financing
Agreement) with PacWest Inland Empire, LLC (PacWest), a Delaware Limited
Liability Company, whereby PacWest paid the general partners of the Partnership
and ten other related partnerships a total of $300,000 and agreed to pay up to
an additional $300,000 for any deficit capital accounts for these 11
partnerships in exchange for the rights to the general partners' distributions;
referred to as a "distribution fee" as defined by the Financing Agreement.
In addition, PacWest agreed to loan and/or secure a loan for the Partnership and
ten other related partnerships (the TMP Land Partnerships) in the amount of
$2,500,000. Loan proceeds will be allocated among the TMP Land Partnerships,
based on partnership needs, from recommendations made by PacWest, and under the
approval and/or direction of the general partners. A portion of these funds will
be loaned to the Partnership at 12% simple interest beginning April 1, 1998. The
borrowings are secured by the Partnership's properties, and funds will be
loaned, as needed, in the opinion of the General Partners. These funds are not
to exceed 50% of the 1997 appraised value of the properties, and will primarily
be used to pay for on-going property maintenance, pay down existing debt,
accrued property taxes and appropriate entitlement costs.
PacWest, at their option, can make additional advances with the agreement of the
general partners; however, the aggregate amount of cash loaned to the TMP Land
Partnerships is limited to a maximum of $2,500,000.
24
<PAGE>
TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership
Notes to the Consolidated Financial Statements
December 31, 1999 and 1998
As of December 31, 1999 the TMP Land Partnerships have been funded approximately
$2,600,000 by PacWest. An addendum to the Financing Agreement which states
PacWest shall be entitled to increase the aggregate amount of the loan by
written agreement is currently being approved by both the General Partners and
PacWest. Upon signing of this addendum, PacWest, can, at their option and with
the written agreement of the General Partners, make additional advances and the
aggregate amount of cash loaned to the TMP Land Partnerships will not be limited
to a maximum of $2,500,000.
In April 1998, PacWest entered into a management, administrative and consulting
agreement (the Management Agreement) with the General Partners to provide the
Partnership with overall management, administrative and consulting services.
PacWest currently contracts with third party service providers to perform
certain of the financial, accounting, and investor relations' services for the
Partnership.
Pursuant to the Management Agreement, PacWest has acquired the general partners'
unsubordinated 1% interest in the Partnership and assumed responsibility for all
partnership administration while not replacing any of the general partners.
PacWest will charge a fee for its administrative services equal to an amount not
to exceed the average reimbursements to the general partners for such services
over the past five years. As of December 31, 1999, the Partnership has no amount
payable to PacWest related to the aforementioned agreements.
Note 8 - Investments
The following is a summary of the investments of the Partnership as of December
31:
1999 1998
----------- -------------
TMP Flowerfield - San Jacinto, LLC (Flowerfield) $ 107,439 $ 108,039
Peppertree Park, LLC (Peppertree) 500,000 500,000
----------- ------------
$ 607,439 $ 608,039
=========== =============
The Partnership has a 75% membership interest in Flowerfield, which was
organized for the purpose of acquiring, owning and developing certain parcels of
land into single family home developments in San Jacinto, California. The equity
method is used to account for the Partnership's share of Flowerfield's earnings
or losses, which is not materially different than the consolidation of this
majority owned investment.
The Partnership has a 20% interest in Peppertree, which was formed to acquire
and develop certain property in San Diego, California. The Partnership's 20%
interest is stated at its cost of $500,000. During 1998, Peppertree sold a
parcel of land for a total sales price of $5,455,000. The Partnership recorded
$50,000 for their portion of the gain on the sale of this property, which is
included in other income in the Consolidated Statements of Income.
25
<PAGE>
TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership
Notes to the Consolidated Financial Statements
December 31, 1999 and 1998
Note 9 - Other Receivables
During 1995 the Partnership invested approximately $855,000 in Steadfast H.S.C.,
LLC (Steadfast) which was formed to acquire and operate an apartment building.
In 1997, this investment was sold for a $521,110 gain to the Partnership; of
which all but $13,661 was distributed. This amount is included in other
receivables in the Consolidated Balance Sheets at December 31, 1999 and 1998.
Note 10 - Property Taxes Payable
As of December 31, 1999 and 1998, approximately $6,301,117 and $4,870,485,
respectively, of property taxes is owed on the San Jacinto property representing
the cumulative unpaid property taxes and Mello-Roos tax assessments at that
date. The amount accrues interest each quarter at a rate of 3.75% on the
outstanding balance.
Note 11 - Note Payable
On March 10, 1998, Sun City entered into a promissory note agreement for a
construction loan for Phase I construction with a bank. The maximum loan amount
is $2,275,000 and accrues interest at 1.5% per annum in excess of the prime
rate. Interest is payable monthly. As of December 31, 1999 and 1998, Sun City
has a principal balance due on the note of $154,306 and $895,371,respectively.
Interest paid for the year ended December 31, 1999 was approximately $62,559. In
June 1999, Sun City entered into a second promissory note agreement for Phase II
construction loan with the same bank. The maximum loan amount is $4,119,000 and
accrues interest at 1.5% per annum in excess of the prime rate. Interest is
payable monthly. As of December 31, 1999, Sun City has a principal balance due
on the note of $1,043,776. Interest paid for the year ended December 31, 1999
was approximately $80,901.
On August 17, 1999, Remington entered into a promissory note agreement for a
construction loan with a bank. The maturity date of the note is December 10,
2000. The maximum loan amount is $8,498,000 and accrues interest at 1% per annum
in excess of the Index Rate. Interest is payable monthly. As of December 31,
1999, Remington has a principal balance due on the note of $1,247,719. Interest
paid for the year ended December 31, 1999 was approximately $22,417.
Note 12 - Minority Interests
In 1995, the Partnership entered into joint venture agreements with TMP Homes
whereby the Partnership contributed land for a 75% interest in Remington and Sun
City. TMP Homes contributed $100 for its 25% interest. As a result of this
transaction and subsequent capital contributions whereby the Partnership has
contributed assets for a 75% interest, the Partnership has recognized a loss
equal to the fair value of 25% of the assets contributed to the joint venture.
TMP Homes, as the minority interest owner, who will develop the property, has
recorded a gain equal to the fair value of 75% of the assets contributed to the
joint venture by the Partnership.
26
<PAGE>
TMP LAND MORTGAGE FUND, LTD.
A California Limited Partnership
Notes to the Consolidated Financial Statements
December 31, 1999 and 1998
In June 1999, the Partnership contributed approximately $206,000 to Sun City to
pay down the construction loan (see Note 12) and the Partnership incurred a loss
of approximately $51,500 (25%) on this contribution which is included in loss on
investments in the Consolidated Statements of Income. A gain of $21,995 and a
loss of $185 related to Sun City and Remington's operations is included in
Minority Interests in Consolidated Affiliates in the Consolidated Statements of
Income for the years ended December 31,1999 and 1998 respectively.
Note 13 - Sale of Property
During the year ended December 31, 1999 Sun City sold twenty-three lots. The
following is a summary of the properties sold:
<TABLE>
<CAPTION>
<S> <C> <C>
Income from Sale of Properties $ 3,389,887
Cost of Properties 3,437,723
Marketing & Selling Costs 39,340
------------------
Total Costs 3,477,063
------------------
Loss on Sale of Properties $ 87,176
==================
</TABLE>
In July 1999, the Partnership sold approximately 1.84 acres in Sun City. The
sale price of the property was $100,000 and the Partnership recorded a gain of
approximately $93,000 (excluding the "manager profit participation" as defined
in the Management Agreement of $12,073 that was paid to PacWest). The following
is a summary of the property sold:
<TABLE>
<CAPTION>
<S> <C> <C>
Sales Price $ 100,000
Cost of Property
(Includes capitalized
carrying & selling costs) 7,129
------------------
Gain on Sale of Property $ 92,871
==================
</TABLE>
In July 1999, the Partnership sold approximately 2.14 acres in Sun City. The
sale price of the property was $279,655 and the Partnership recorded a gain of
approximately $18,000 (excluding the "manager profit participation" as defined
in the Management Agreement of $12,912 that was paid to PacWest). The following
is a summary of the property sold:
<TABLE>
<CAPTION>
<S> <C> <C>
Sales Price $ 279,655
Cost of Property
(Includes capitalized
carrying costs) 243,306
Selling Costs 18,661
------------------
Total Costs 261,967
------------------
Gain on Sale of Property $ 17,688
==================
</TABLE>
27
<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, 1999
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 $6,301,117 $3,550,000 $ 63,737 $6,823,910 $ 10,437,647 -0- N/A 06/02/94&
08/11/94 N/A
Unimproved land -
Sun City -0- 1,077,000 0 43,204 1,120,204 -0- N/A N/A
Unimproved land -
Sun City -0- 420,000 2,246,712 -0- 2,666,712 -0- N/A N/A
Unimproved land -
Banning -0- 1,875,000 1,500 67,497 1,943,997 -0- N/A 12/21/94 N/A
Unimproved land -
San Diego -0- 1,658,000 2,565,163 24,819 4,247,982 -0- N/A 08/23/95 N/A
--------- ---------- --------- --------- -----------
$6,301,117 $8,580,000 $4,877,112 $6,959,430 $ 20,416,542 -0-
========== ========== ========= ========= =========== ===
Less valuation allowance: $ 4,063,957
------------
Net carrying value $ 16,352,585
============
Reconciliation of carrying amount
- ---------------------------------
Beginning balance $12,555,444
Additions: Carrying Costs/Improvements 7,584,148
Deductions:
Carrying costs/Improvements 3,746,159
Increase in valuation allowance 40,848
--------
Total Deductions 3,787,007
----------
Ending balance $16,352,585
==========
</TABLE>
<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, 1998
COLUMN A B C D E F G H I
- ------------------------------------------------------------------------------------------------------------------------------------
I
COSTS CAPITALIZED
SUBSEQUENT Gross
TO ACQUISITION amount at Estimated
--------------
Description Initial Carrying which Carried Accumulated Date of Date Depreciable
of Assets Encumbrances Cost Improvement Cost at Year-End Depreciation Construction Acquired Life
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Unimproved land -
San Jacinto $4,870,485 $3,550,000 $ 63,737 $5,279,858 $ 8,893,595 -0- N/A 06/02/94&
08/11/94 N/A
Unimproved land -
Sun City -0- 1,320,000 638 30,686 1,351,324 -0- N/A 11/2/94 N/A
Unimproved land -
Sun City -0- 420,000 1,268,188 -0- 1,688,188 -0- N/A 11/2/94 N/A
Unimproved land -
Banning -0- 1,875,000 1,500 23,447 1,899,947 -0- N/A 12/21/94 N/A
Unimproved land
San Diego -0- 1,658,000 1,062,680 44,819 2,745,499 -0- N/A 08/23/95 N/A
--------- --------- --------- --------- ---------
$4,870,485 $8,823,000 $2,396,743 $5,358,810 $16,578,553 -0-
========= ========= ========= ========= ========== ===
Less valuation allowance: $ 4,023,109
------------
Net carrying value $12,555,444
===========
Reconciliation of carrying amount
- ---------------------------------
Beginning balance $ 10,687,386
Additions
Initial Costs 420,000
Carrying Costs $2,272,263
---------
Total Additions 2,692,263
Deductions:
Initial Costs 500,000
Improvements 4,780
Carrying costs 280,114
Increase in
valuation allowance 39,311
Total Deductions 824,205
-----------
Ending balance $12,555,444
==========
</TABLE>
29
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no disagreements with the independent accounting firm. On April 14,
1999, the Registrant filed a Form 8-K in which it terminated the accounting firm
of Balser, Horowitz, Frank & Wakeling and appointed the independent accounting
firm of Swenson Advisors, LLP.
PART III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS
The Partnership has no employees and no directors or executive officers. The
General Partners provide management of the Partnership. However, on April 1,
1998, PacWest entered into the Management Agreement with the General Partners to
provide the Partnership with overall management, administrative and consulting
services. PacWest currently contracts with third party service providers to
perform certain of the financial, accounting, and investor relations' services
for the Partnership.
TMP Properties, a California General Partnership, and TMP Investments, Inc., a
California Corporation, are the General Partners. TMP Properties was formed on
July 14, 1978. TMP Properties' principal business has been the acquisition of
undeveloped land and the coordination of activities necessary to add value to
such land, primarily through the predevelopment process. It has syndicated
numerous private real estate limited partnerships, and eight public real estate
limited partnerships. All of the properties purchased by such partnerships were
located in the State of California except for one (an office building) which was
located in Oklahoma City, Oklahoma. Each of such limited partnerships involved a
specified real property program in which TMP Properties was the general partner.
In addition, TMP Properties has been and will continue to be engaged in property
management, assets management, real estate accounting, budgetary services and
partnership management on behalf of existing limited partnership and limited
partnerships which it sponsors in the future. The general partners of TMP
Properties are William O. Passo, Anthony W. Thompson and Scott E. McDaniel.
TMP Investments, Inc., a California Corporation, was formed on December 12,
1984. TMP Investments, Inc. acts as loan servicer for the Partnership,
maintaining records with respect to, and billing and collecting payments on, the
loans made by the Partnership. As compensation for such services, TMP has
received a monthly loan-servicing fee from each borrower, and not the
Partnership, in an amount up to 1/8th of 1% of the outstanding principal amount
of the borrower's loan. See "Compensation to the general partners and their
Affiliates." TMP Investments also performs administrative, bookkeeping and
clerical services for the Partnership. The principals of TMP Investments, Inc.
are William O. Passo and Anthony W. Thompson.
The individual partners of TMP Properties are listed below, together with
information regarding their employment experience and background.
WILLIAM O. PASSO, 58, is a director and the President of TMP Investments, Inc.
He practiced law for 18 years, has been a licensed real estate broker since 1974
and holds registered representative and general principals securities licenses
30
<PAGE>
through the National Association of Securities Dealers, Inc. Mr. Passo received
his Juris Doctorate Degree from UCLA School of Law in 1967. He has been a senior
partner first of Passo, Yates and Nissen until 1975, then of Passo & Davis until
March 1983 when he resigned from the partnership to take a leading role in the
management of the affairs of TMP Properties. Mr. Passo has been involved in
public and private real-estate syndication since 1970, and has acted as
principal, investor, general partner, and counsel in real estate transactions
involving apartments, office buildings, agricultural groves and unimproved land.
Mr. Passo is a director and officer of William O. Passo, Inc. d.b.a. TMP
Management, a property management company, and an officer of TMP Capital Corp,
("TMP CC"), a NASD registered broker-dealer.
SCOTT E. MCDANIEL, 53, is a General Partner of TMP Properties. He is a graduate
of the US Naval Academy at Annapolis, majoring in engineering. Mr. McDaniel is a
California licensed general contractor and has been a licensed California real
estate broker since 1976. He was the founder and president of Scott E. McDaniel,
Inc. (dba Regal Realty). Mr. McDaniel has developed office complexes and
industrial space in Southern California and has personally brokered over $125
million of real estate since 1982. Through an affiliated company, DeVille
Construction Co., Inc., Mr. McDaniel has directed general contracting operations
in Southern California since 1982.
ANTHONY W. "TONY" THOMPSON, 53, is Director and Vice President of TMP
Investments, Inc. A graduate of Sterling College in 1969, with a Bachelors
Degree in Science and Economics, Mr. Thompson holds the professional designation
of Charter Life underwriter and chartered Financial Consultant from the American
College. Mr. Thompson is a registered principal with the NASD and is a principal
in TMP CC; a NASD registered Broker Dealer. Mr. Thompson has been involved in
the securities and the real estate investment fields since 1970, and a General
Partner of TMP since its formation in 1978. Mr. Thompson's primary
responsibility is marketing TMP offerings through the broker-dealer community.
In addition to being a general partner of the Partnership, TMP Properties, and
some of its affiliates, have been and continue to be a general partner of other
limited partnerships. If any such other limited partnerships' assets should
become insufficient to meet Partnership obligations, TMP Properties, as a
general partner of such other limited partnerships, might be subject to
liabilities on behalf of such partnerships.
ITEM 11 EXECUTIVE COMPENSATION
During the period since the formation of the Partnership (November 15, 1991)
through the fiscal year ended December 31, 1999, the Partnership paid no fees to
the General Partners but, did receive collectively $22,323 during the fiscal
year ended December 31, 1997 as their share of the Partnership distributions.
(See Item 13. "Certain Relationships and Related Transactions".) The Partnership
has no officers or employees and, therefore, paid no other compensation other
than that paid to the General Partners as indicated above.
ITEM 12 SECURITY OWNERSHIP OR CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
31
<PAGE>
As of December 31, 1999 the Partnership has 15,715 Units issued and outstanding.
To the knowledge of the General Partners, no person beneficially owns more than
5% of the Units. The following table sets forth the number of the Units
beneficially owned as of December 31, 1999 by each officer, director and General
Partner and by all such persons as a group.
<TABLE>
<CAPTION>
Number of Percent of
Name of Beneficial Owner Units Class
- ------------------------ ----- -----
<S> <C> <C>
William O. Passo 1 .006%
All officers, directors and general
partners as a group (1 person
including the above) 1 .006%
</TABLE>
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH AFFILIATES
TMP CC is the Managing Broker-Dealer for the offer and sale of the Units. TMP CC
is a member firm of the National Association of Securities Dealers, Inc. The
Managing Broker-Dealer was established to provide underwriting, wholesaling, and
other securities related services to partnerships sponsored by the general
partners. The directors and executive officers of TMP CC are Anthony W.
Thompson, President and Director, and William O. Passo, secretary,
vice-president, and director. (See Item 10 "Directors and Executive Officers"
for information regarding Messrs. Thompson and Passo).
The following information summarizes the forms and amounts of compensation (some
of which involve cost reimbursements) paid by the Partnership and other third
parties, to the general partners and their affiliates. None of these fees were
determined by arm's length negotiations. Except as disclosed below, neither the
general partners nor any of their affiliates, directors, officers, employees,
agents, or counselors are participating, directly or indirectly, in any other
compensation or remuneration with respect to the offering.
<TABLE>
<CAPTION>
OFFERING AND ORGANIZATIONAL STAGE
Amount paid from Formation thru 12/31/99
Estimated Dollar
Form of Compensation Amount of
and Recipient Description of Payment Compensation
- -------------------- ---------------------- ----------------
<S> <C> <C>
Selling Commissions (TMP Up to a maximum of 10% Gross Paid by TMP Realty
CC. and Proceeds, a minimum of 8% of Inc.
certain Soliciting which will be reallocated
dealers) to participating Soliciting
Dealers (which may include
TMP CC)from Units sold by
them. Up to an additional
5% paid to soliciting Dealers
(which may include TMP CC) for
due diligence activities.
</TABLE>
32
<PAGE>
<TABLE>
<CAPTION>
Form of Compensation Amount of
and Recipient Description of Payment Compensation
- -------------------- ---------------------- ----------------
<S> <C> <C>
Reimbursement of Organizational Expenses reimbursed Paid by TMP
Organizational Expenses to the general partners for Realty, Inc.
(general partners) advertising, mailing, printing
costs, clerical expenses, legal
and accounting fees.
Reimbursement of Loan The general partners will be Paid By TMP
Expenses reimbursed for all out of pocket Realty, Inc.
(general partners) expenses directly related to
the loans, including credit
evaluation expenses, appraisal
reports, title reports,
environmental reports and
remediations, and feasibility
studies, escrow expenses, deposits
and interest, and other similar
expenses; but not including the
general partners' overhead,
salaries, travel or like expenses.
OPERATING AND LIQUIDATION STAGE
Form of Compensation Description of Payment Amount of
- -------------------- ---------------------- ---------
Compensation
------------
And Recipient
- -------------
Loan Servicing Fee For servicing the loans made by the $422,556
Partnership, TMP Investments
received a monthly Loan Servicing
Fee that was charged to and paid
by each borrower in an amount up
to 1/8 of 1% of the outstanding
principal amount of this mortgage
loan.
Broker Loan Placement TMP Realty, Inc. received Broker $1,627,475
Fee (Licensed Real Estate Loan Placement Fees from borrowers,
Broker Affiliated as was negotiated by TMP Realty,
with general partners) Inc. with such borrowers, as
follows: TMP Realty, Inc. retained
100% of the Broker Loan Placement
Fee received on financing for
aggregate loans up to the Gross
Proceeds of the offering (the
"Initial Loans"). Thereafter, on
any extension of or new loans that
were made with principal repayments
from Initial Loans, TMP Realty,
Inc. retained 75% of any Broker
Loan Placement Fee, and the
remaining 25% was remitted to the
Partnership as loan extension or
origination fees ("Points"), until
TMP Realty, Inc. had satisfied
its obligations to pay, out of the
Broker Loan Placement Fees retained
by it, all
</TABLE>
33
<PAGE>
<TABLE>
<CAPTION>
Form of Compensation Description of Payment Amount of
- -------------------- ---------------------- ---------
Compensation
------------
And Recipient
- -------------
<S> <C> <C>
commissions and other amounts payable by
it for services rendered by securities
broker/dealers in connection with the
offer and sale of Units. On loans made
thereafter, TMP Realty, Inc. retained
50% of any Broker Loan Placement Fee,
and the remaining 50% were remitted to
the Partnership as Points; provided,
however, that TMP Realty, Inc.'s rights
to retain its 50% portion was
subordinated to the limited partners'
Priority Return.
Interest in Partnership 1% interest in all Partnership allocations $81,748
Allocation of each Net Income, Net Loss, and Distributions
Material Item (General of Cash from Operations.
Partners)
Subordinated Particip- A 24% interest in allocation of Net None Paid
ation (general partners) Income and Distributions of Cash
from Loan Repayments or from the Sale
or Refinancing of a property acquired
through foreclosure or otherwise, all
subordinated to a return of all the
Limited partners of 8% per annum on
their Adjusted Capital Contributions.
Subordinated Real Estate Real Estate commissions with respect None Paid
Commission (general to the sale of any properties acquired.
partners or an affiliate) through foreclosure or otherwise,
which are equal to the lessor of: (1) 3%
of the gross sales price of a property
equal to one-half the normal and
competitive rate charged by unaffiliated
parties, but such payment shall be
subordinated to a return of all of the
Limited partners' Capital Contributions,
plus a non-compounded return to the
limited partners of 8% per annum on
their Adjusted Capital Contributions.
</TABLE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8K
(a) For a listing of Consolidated Financial Statements,
reference is made to Item 8 included in this Form 10K-SB.
(b) Exhibits:
34
<PAGE>
3 & 4 Amended and Restated Agreement of limited partnership
incorporated by reference to Exhibit 4.1 filed in Form S-11,
SEC File No. 33-39238 on April 13, 1992.
10 Material contracts are incorporated by reference as follows:
Incorporated by reference to Amendment No. 1 as filed with the
SEC on September 14, 1992.
10.1.1 Loan Agreement - PR Equities Loan (Loan #1)
10.1.2 Promissory Note - PR Equities Loan (Loan #1)
10.1.3 Deed of Trust - PR Equities Loan (Loan #1)
10.2.1 Loan Commitment - PR Equities Loan (Loan #2)
10.3.1 Loan Agreement - Frame Loan (Loan #3)
10.3.2 Promissory Note - Frame Loan (Loan #3)
10.3.3 Deed of Trust - Frame Loan (Loan #3)
10.4.1 Loan Agreement - Sunset Crossing Loan (Loan #4)
10.4.2 Promissory Note - Sunset Crossing Loan (Loan #4)
10.4.3 Deed of Trust - Sunset Crossing Loan (Loan #4)
10.4.4 Personal Guaranty - Sunset Crossing Loan (Loan #4)
10.4.5 Promissory Note - Bank Loan for Bridge Financing - Sunset
Crossing Loan (Loan #4)
Incorporated by reference to Amendment No. 3 as filed with the
SEC on February 24, 1993.
10.7.1 Loan Agreement - PR Equities Loan (Loan #2)
10.7.2 Promissory Note - PR Equities Loan (Loan #2)
10.7.3 Deed of Trust - PR Equities Loan (Loan #2)
10.10.1 Loan Agreement - Fox-Olson Loan (Loan #5)
10.10.2 Promissory Note - Fox-Olson Loan (Loan #5)
35
<PAGE>
10.10.3 Deed of Trust - Fox-Olson Loan (Loan #5)
10.11.1 Loan Agreement - Environmental Development, Ltd.
(Loan #6)
10.11.2 Promissory Note - Environmental Development, Ltd. (Loan
#6)
10.11.3 Deed of Trust - Environmental Development Ltd. (Loan #6)
Incorporated by reference to Amendment No. 6 as filed with the
SEC on September 14, 1993:
10.8.4 Modification of Promissory Note - Frame Loan (Loan #3)
10.12.1 Loan Agreement - Fox-Olson Loan 2 (Loan #7)
10.12.2 Promissory Note - Fox-Olson Loan 2 (Loan #7)
10.12.3 Deed of Trust - Fox-Olson Loan 2 (Loan #7)
Incorporated herein by reference to Exhibits A through H filed
with the Registrant's Current Report on Form 8-K,
dated October 12, 1993, SEC File No. 0-19933:
10.13.1 Loan Agreement - Singletary Loan (Loan #8)
10.13.2 Promissory Note - Singletary Loan (Loan #8)
10.13.3 Deed of Trust - Singletary Loan (Loan #8)
10.14.1 Loan Agreement - LaMonte Loan (Loan #9)
10.14.2 Promissory Note - LaMonte Loan (Loan #9)
10.14.3 Deed of Trust - LaMonte Loan (Loan #9)
10.14.4 Subordination, Non-disturbance and Attornment Agreement -
LaMonte Loan (Loan #9)
10.14.5 Consent to and Subordination of Deed of Trust - LaMonte
Loan (Loan #9)
36
<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: March 17, 2000
TMP Land Mortgage Fund, Ltd.
A California Limited Partnership
By: TMP Investments, Inc., a California Corporation
as Co-General Partner
By: /S/ WILLIAM O PASSO
----------------------------------
William O. Passo, President
By: /S/ ANTHONY W THOMPSON
-----------------------------------
Anthony W. Thompson, Exec. VP
By: TMP Properties, a California General Partnership
as Co-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
By: JAFCO, Inc., a California Corporation as Chief
Accounting Officer
By: /S/ JOHN FONSECA
-------------------------------------------
John Fonseca, President
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000872836
<NAME> TMP LAND MORTGAGE FUND, LTD
<MULTIPLIER> 1,000
<CURRENCY> U.S Dollars
<S> <C>
<PERIOD-TYPE> 12-Mos
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-1-1999
<PERIOD-END> DEC-31-1999
<EXCHANGE-RATE> 1.0
<CASH> 178,234
<SECURITIES> 0
<RECEIVABLES> 369,699
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 575,931
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 17,535,955
<CURRENT-LIABILITIES> 7,301,130
<BONDS> 2,445,801
0
0
<COMMON> 0
<OTHER-SE> 6,889,847
<TOTAL-LIABILITY-AND-EQUITY> 17,535,955
<SALES> 23,383
<TOTAL-REVENUES> 93,118
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 746,605
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 2,154
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (655,641)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
