<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 March 31, 1998
--------------------------------------------
Commission file No. 0-19940
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 [ ]
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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 March 31, 1998 and December 31, 1997,
Statements of Income for the three months ended March 31, 1998, and 1997.
Statements of Cash Flows for the three months ended March 31, 1998, and 1997.
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 March 31, 1998 and the results of its operations, changes in
partners' equity, and cash flows for the periods then ended.
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TMP INLAND EMPIRE VI, LTD.
A California Limited Partnership
Balance Sheets
<TABLE>
<CAPTION>
Assets March 31, 1998 December 31, 1997
<S> <C> <C>
Cash $ 81,569 $ 126,159
Accounts Receivable 0 0
Property Held for Investment 10,071,711 9,985,000
Prepaid Assets 29,398 43,495
Total Assets $ 10,182,678 $ 10,154,654
============ ============
Liabilities and Partners Capital
Accounts Payable and Accrued Liabilities $ 22,324 $ 1,756
Taxes Payable 45,861 39,151
Notes Payable 360,000 360,000
Total Liabilities $ 428,185 $ 400,907
============ ============
Partners' Capital
General Partners $ (5,138) $ (5,145)
Limited Partners 11,250 Equity
Units Authorized and Outstanding 9,759,631 9,758,892
Total Partners Capital $ 9,754,493 $ 9,753,747
Total Liabilities and Partners Capital $ 10,182,678 $ 10,154,654
============ ============
</TABLE>
3
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TMP INLAND EMPIRE VI, LTD.
A California Limited Partnership
Statements of Income
<TABLE>
<CAPTION>
Three Months Ended
March 31 March 31
1998 1997
<S> <C> <C>
Land Sales 0 0
Cost of Land Sales 0 0
Gross Profit 0 0
Interest and Other Income 745 862
Gross Income 745 862
General & Admin. Expense 0 0
Net Income 745 862
=== ===
Allocation of Net Income (Loss) (Note 2):
General Partners 7 8
Limited Partners 738 854
Limited Partners Per Unit .07 .08
</TABLE>
4
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TMP INLAND EMPIRE VI, LTD
A California Limited Partnership
Statement of Cash Flows
<TABLE>
<CAPTION>
Three Months Ended March 31,
1998 1997
<S> <C> <C>
Net Income (Loss) $ 745 $ 862
Non-Cash Adjustments:
Amortization of Organization Costs 0 0
Adjustments to Reconcile Net Income (loss)
to net cash used in operating activities:
(Increase) decrease in Investment in
unimproved Land (86,711) (200,618)
Decrease in Note Receivables 0 (12,245)
Decrease in Accounts Receivable 0
Increase in Interest Receivable 0
Decrease in Prepaid Assets 14,097 0
Increase (Decrease) in Accounts Payable and Accrued
Liabilities 27,279 15,641
Net Cash provided by (used in)
Operating Activities (44,590) (196,360)
Increase in Note Payable 0 110,000
Net Cash provided by financing activities 0 110,000
Net Increase (Decrease) in Cash (44,590) (86,360)
Cash, Beginning of Period 126,159 81,499
Cash , End of Period $ 81,569 $ (4,861)
========= =========
</TABLE>
5
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TMP INLAND EMPIRE VI, LTD.
a California Limited Partnership
Notes to the Financial Statements
For the Three Months Ended March 31, 1998
(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 March 31, 1998 and 1997, profits, losses and cash distributions were
allocated 99 percent to the limited partners and one percent to the general
partners.
NOTE 3 - Notes Payable
As of March 31, 1998, the Partnership had two notes payable totaling $360,000. A
note for $110,000 was issued to a third party engineering company for
engineering work performed and due and payable upon sale of certain partnership
properties, or March 1, 1998, whichever comes first. The note bears interest at
10 percent per annum. The general partners negotiated a one year extension on
the note in return for securing the note as a first trust deed. This note was in
default at March 31, 1998.
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Additionally, the Partnership had a note payable for $250,000 payable to a
private lender. The note bears interest at 13.5 percent per annum and matures
July 1999. The note is secured by Partnership land.
7
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TMP INLAND EMPIRE VI, LTD.
a California Limited Partnership
For the Three Months Ended March 31, 1998
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Partnership revenues during the three month periods ended March 31, 1998 and
1997 consisted primarily of interest income. There were no property sales during
the periods.
During the three months ended March 31, 1998, operating activities used
approximately $87,000. Operating activities for the three months ended March 31,
1997 used approximately $201,000, mostly for carrying costs of the land held for
investment.
The Partnership had eleven properties as of March 31, 1998 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 sufficient cash to meet anticipated
the cash requirements of the Partnership for the next twelve months. In the
event there is insufficient cash, Management may attempt to sell one of more
parcels of land or procure a loan secured by Partnership land. In the
alternative, management may withhold payment of certain expenses such as
property taxes or expense reimbursements to the general partner.
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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: May 12, 1998 TMP INLAND EMPIRE VI, LTD.
By: TMP Investments, Inc., as General Partner
By: /s/ WILLIAM O. PASSO
-----------------------------------------------
William O. Passo, President
By: /s/ ANTHONY W. THOMPSON
-----------------------------------------------
Anthony W. Thompson, Exec. Vice President
By: /s/ RICHARD HUTTON, JR.
-----------------------------------------------
Richard Hutton, Jr., Controller
By: TMP Properties, A California Partnership as General Partner
By: /s/ WILLIAM O. PASSO
-----------------------------------------------
William O. Passo, General Partner
By: /s/ ANTHONY W. THOMPSON
-----------------------------------------------
Anthony W. Thompson, General Partner
By: /s/ SCOTT E. MCDANIEL
-----------------------------------------------
Scott E. McDaniel, General Partner
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 81,569
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 10,101,109
<CURRENT-ASSETS> 10,182,678
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 10,182,678
<CURRENT-LIABILITIES> 428,185
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 9,754,493
<TOTAL-LIABILITY-AND-EQUITY> 10,182,678
<SALES> 0
<TOTAL-REVENUES> 745
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 745
<INCOME-TAX> 0
<INCOME-CONTINUING> 745
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 745
<EPS-PRIMARY> 0.07
<EPS-DILUTED> 0.07
</TABLE>
