<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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. 0-19933
TMP INLAND EMPIRE VI, LTD.
A CALIFORNIA LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
CALIFORNIA 33-0341829
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
801 North Parkcenter drive, Suite 235 92705
Santa Ana, California (Zip Code)
(Address of principal executive office)
(714) 836-5503
(Registrant's telephone number, including area code)
- ----------------------
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 requirements for
the past 90 days.
Yes [X] No [ ]
<PAGE> 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The following financial statements are filed as a part of this Form 10-Q:
Balance Sheets as of June 30, 1997 and December 31, 1996,
Statements of Income for the three and six months ended June 30, 1997
and 1996,
Statements of Cash Flows for the six months ended June 30, 1997, and 1996.
The accompanying unaudited interim financial statements include all adjustments
(consisting solely of normal recurring adjustments) which are, in the opinion of
management, necessary to fairly present the financial position of the
Partnership as of June 30, 1997 and the results of its operations, changes in
partners' equity, and cash flows for the periods then ended.
<PAGE> 3
TMP INLAND EMPIRE VI, LTD.
a California Limited Partnership
Balance Sheets
<TABLE>
<CAPTION>
June 30, 1997 December 31, 1996
<S> <C> <C>
Assets
Cash $ 1,834 $ 81,499
Accounts Receivable 0 0
Property Held For Investment 7,960,278 7,500,000
Notes Receivable 0 223,516
Interest Receivable 0 0
Organizational Expenses 0 0
Total Assets 7,962,112 7,805,015
=========== ===========
Liabilities and Partners Capital
Accounts Payable & Accrued Liabilities 215 1,256
Taxes Payable 47,708 569
Note Payable (Note 3) 110,000 0
Total Liabilities 157,923 1,825
Partners' capital
General Partners (24,641) (24,651)
Limited Partners 11,500 equity
units authorized and outstanding 7,828,830 7,827,841
Total Partners Capital 7,804,189 7,803,190
Total Liabilities & Partners Capital $ 7,962,112 $ 7,805,015
=========== ===========
</TABLE>
<PAGE> 4
TMP INLAND EMPIRE VI, LTD.
a California Limited Partnership
Statements of Income
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30 June 30 June 30
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Land Sales 0 0 0 0
Cost of Land Sales 0 0 0 0
Gross Profit 0 0 0 0
Interest and Other Income 237 1,957 1,099 11,811
Gross Income 237 1,957 1,099 11,811
General & Admin. Expense 100 567 100 3,400
Net Income 137 1,391 999 8,411
Allocation of Net Income (Loss) (Note 2):
General Partners 1 14 10 84
Limited Partners 136 1,377 989 8,327
Limited Partners, per unit .01 .12 .09 .72
</TABLE>
<PAGE> 5
TMP INLAND EMPIRE VI, LTD.
a California Limited Partnership
Statement of Cash Flows
<TABLE>
<CAPTION>
Six Months Ended June 30,
1997 1996
<S> <C> <C>
Net Income (Loss) $ 999 $ 8,411
Non-cash adjustments:
Amortization of organization costs 0 3,400
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
Increase (Decrease) in Accounts Payable
and Accrued Liabilities 46,098 (1,391)
Net Cash used in Operating Activities 47,097 10,420
Investment in unimproved land (460,278) (51,791)
Net Cash used in Investing Activities (460,278) (51,791)
Notes Receivable 223,516 (1,553)
Notes Payables 110,000 3,401
Net Cash provided by Financing Activities 333,516 1,848
Net Increase (Decrease) in Cash (79,665) (39,523)
Cash, Beginning of Period 81,499 153,911
Cash, End of Period $ 1,834 $ 114,388
========= =========
</TABLE>
<PAGE> 6
TMP INLAND EMPIRE VI, LTD
a California Limited Partnership
Notes to the Financial Statements
For the Three Months Ended June 30, 1997
(Unaudited)
NOTE 1 - Summary of Significant Accounting Policies
Accounting Method - TMP Inland Empire VI, Ltd. (the Partnership) prepares its
financial statements on the accrual basis of accounting.
Organization Costs - Organization costs include expenses incurred in the
formation of the Partnership that have been capitalized and that have been
amortized over a period of 40 years prior to 1992 and are being amortized over
five years beginning in 1992.
Investment in Unimproved Land - The Partnership's land is stated at the lower of
actual cost or market value, based on specific identification. All costs
associated with the acquisition of a property are capitalized. In addition, the
Partnership capitalizes all carrying costs.
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
Profits, losses, and cash distributions are allocated 99 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 six percent per annum based on their adjusted capital
account balances. At that point, remaining profits, losses and cash
distributions are allocated 85 percent to the limited partners and 15 percent to
the general partners.
As of June 30, 1997 and 1996, profits, losses and cash distributions were
allocated 99 percent to the limited partners and one percent to the general
partners.
NOTE 3 - Note Receivable
As of June 30, 1997, the Partnership had a note receivable from the sale of
Partnership land. The note was originally for $248,000 and bears interest at
seven percent per annum. The note matures August 29, 2002, however, as of June
30, 1997, the note was in default and the Partnership is in the process of
foreclosing on the property securing the note.
NOTE 4 - Note Payable
As of June 30, 1997, the Partnership had a note payable to a third party
engineering company. The note was issued in return for engineering work
performed and is due and payable upon sale of the property, or March 1, 1996,
whichever came first. When the Partnership sold the property, the buyer assumed
the note. However, since the Partnership is foreclosing on
<PAGE> 7
the land, the note will be a Partnership liability. Management is negotiating
for an extension on the note.
<PAGE> 8
TMP INLAND EMPIRE VI, LTD.
a California Limited Partnership
For the Three and Six Month Periods Ended June 30, 1997
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Partnership revenues during the three and six month periods ended June 30, 1997
and 1996 consisted primarily of interest income. There were no property sales
during these periods.
During the six months ended June 30, 1997, operating activities provided
approximately $47,000. Investing activities used approximately $460,000, and
financing activities provided approximately $333,000. During this period,
property secured by a note receivable was foreclosed on by the Partnership,
reducing the Partnership's note receivable balance and increasing the investment
in land account balance.
Operating activities for the six months ended June 30, 1996 used approximately
$10,000. Investing activities used approximately $52,000 for carrying costs of
the land held for investment. Financing activities provided approximately
$2,000.
The Partnership has ten properties as of June 30, 1997 that are being held for
appreciation and resale. Upon the sale of each property, the Partnership intends
to distribute the sales proceeds, less any reserves needed for operations, to
the partners.
Management believes that the Partnership has insufficient cash to meet the
anticipated cash requirements of the Partnership for the next twelve months. As
a result, in July 1997, the Partnership procured a $250,000 loan secured by
Partnership land.
<PAGE> 9
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: August 10, 1997
TMP INLAND EMPIRE VI, LTD.
a California Limited Partnership
By: TMP Investments, Inc., as General Partner
By: /s/ WILLIAM O. PASSO
-------------------------------------
William O. Passo, President
By: /s/ ANTHONY THOMPSON
-------------------------------------
Anthony Thompson, Exec. V.P.
By: /s/ MICHAEL SUN
-------------------------------------
Michael Sun, Chief Financial Officer
By: TMP Properties, a California General
Partnership as General Partner
By: /s/ WILLIAM O. PASSO
-------------------------------------
William O. Passo, General Partner
By: /s/ ANTHONY THOMPSON
-------------------------------------
Anthony Thompson, General Partner
By: /s/ SCOTT E. McDANIEL
-------------------------------------
Scott E. McDaniel
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> APR-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 1,834
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 7,960,279
<CURRENT-ASSETS> 7,962,113
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,962,113
<CURRENT-LIABILITIES> 157,924
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 7,804,189
<TOTAL-LIABILITY-AND-EQUITY> 7,962,113
<SALES> 237
<TOTAL-REVENUES> 237
<CGS> 100
<TOTAL-COSTS> 100
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 137
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 137
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
