<PAGE>
TMP INLAND EMPIRE VI, LTD
A California Limited Partnership
The previously filed 10-Q for the quarter ended September 30, 1997 is being
amended with restated audited financial statements to reflect the addition of a
two million dollar ($2,000,000) valuation reserve as of December 31, 1996 with
respect to certain land costs.
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Quarterly Report Pursuant to Section 13 or 15(d)
of
The Securities Exchange Act of 1934
for the Quarterly Period ended September 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
incorporation or organization) Identification No.)
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>
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 September 30, 1997 and December 31, 1996
Statements of Income for the Three Months and Nine Months ended September 30,
1997 and 1996
Statements of Cash Flows for the Nine Months ended September 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 September 30, 1997 and the results of its operations, changes
in partners' equity, and cash flows for the periods then ended.
<PAGE>
<TABLE>
<CAPTION>
TMP Inland Empire VI, LTD.
A California Limited Partnership
Balance Sheets
September 30, December 30,
1997 1996
(Unaudited) (Audited)
------------- -------------------
Assets
<S> <C> <C>
Cash $ 144,140 $ 81,499
Investment in Unimproved Land (Note 1) 5,967,462 5,500,000
Notes Receivable (Note 1) 0 223,516
Prepaid Expenses 62,726 ---
------------ ------------
Total Assets $ 6,174,328 $ 5,805,015
============ ============
Liabilities and Partners' Capital
Accounts Payable and Accrued Liabilities $ 913 $ 1,256
Taxes Payable 44,467 569
Notes Payable (Note 3) 360,000 ---
------------ ------------
Total Liabilities 405,380 1,825
------------ ------------
Partners' Capital
General Partners (44,993) (44,651)
Limited Partners, Limited Partners;
11,500 Equity Units
Authorized and Outstanding 5,813,941 5,847,841
------------ --------------
Total Partners' Capital 5,768,948 5,803,190
------------ --------------
tal Liabilities and Partners' Capital $ 6,174,328 $ 5,805,015
============ =============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TMP Inland Empire VI, LTD
A California Limited Partnership
Statements of Income
(Unaudited)
Three Months Ended Nine Month Ended
Sept. 30, Sept. 30, Sept. 30, Sept. 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 Profits 0 0 0 0
Interest and Other Income 1,290 5,690 2,389 17,501
---------- -------- --------- ------
Gross Income 1,290 5,690 2,389 17,501
General & Admin. Expenses 11,781 4,900 36,631 8,300
---------- -------- --------- ------
Net Income (Loss) $ (10,491) $ 790 $ (34,242) $ 9,201
========== ======== ========== =======
Allocation of Net Income (Loss) (Note 2)
General Partners
$ (105) $ 8 $ (342) $ 92
========== ======== ========= =====
Limited Partners $ (10,386) $ 782 $ (33,900) $9,109
========== ======== ========== =====
Limited Partners, per unit $ (0.92) $ .07 $ (3.01) $ .79
========== ======= ========= =====
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TMP Inland Empire VI, LTD
A California Limited Partnership
Statements of Cash Flows
(Unaudited)
Nine Months Ended
Months Ended
Sept. 30, Sept. 30,
1997 1996
------------ ------------
<S> <C> <C>
Net Income (Loss) $ (34,242) $ 9,201
Non-cash adjustments:
Amortization of Organization Costs 0 5,100
Adjustments to Reconcile Net Income (Loss) to
Net Cash Used in Operating Activities:
Increase in Investment in Unimproved Land (467,463) (67,861)
Decrease in Note Receivable 223,516 4,093
Decrease in Accounts Receivable 0 180
Increase in Interest Receivable 0 (4,090)
Increase in Prepaid Assets (62,726) 0
Increase in Accounts Payable and
Accrued Liabilities 43,556 13,505
---------- ------
Net Cash Used in Operating Activities (297,359) (39,872)
---------- ------
Increase in Notes Payable 360,000 0
---------- ------
Net Cash Provided by Financing Activities 360,000 0
---------- --------
Net Increase (Decrease) in Cash 62,641 (39,872)
Cash, Beginning of Period 81,499 153,911
---------- ---------
Cash, End of Period $ 144,140 $ 114,039
========== ===========
</TABLE>
<PAGE>
TMP INLAND EMPIRE VI, LTD
a California Limited Partnership
Notes to the Financial Statements
For the Nine Months Ended September 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 83.5 percent to the limited partners and 16.5
percent to the General Partners.
As of September 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 - Notes Payable
As of September 30, 1997, 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, 1997, 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.
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.
<PAGE>
TMP INLAND EMPIRE VI, LTD
a California Limited Partnership
Notes to the Financial Statements
For the Nine Months Ended September 30, 1997
(Unaudited)
NOTE 4 - Restatement and reissuance of 1996 financial statements
In compliance with Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets to Be Disposed Of (SFAS
121)," the 1996 financial statements reported an expense for the decline in fair
market value of unimproved land of $2,013,087. It has been determined through
additional evaluation by management that certain real estate assets required an
additional valuation reserve of $2,000,000 as of December 31, 1996. Therefore,
the 1996 financial statements were restated on April 8, 1999, to reflect the
value of the investment in unimproved land at the lower of cost or market.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Partnership revenues during the three and nine month periods ended September 30,
1997 and 1996 consisted primarily of interest income. There were no property
sales during the periods.
During the nine months ended September 30, 1997, operating activities used
approximately $297,000, and financing activities provided approximately
$360,000. Operating activities for the nine months ended September 30, 1996 used
approximately $40,000, mostly for carrying costs of the land held for
investment.
The Partnership had eleven properties as of September 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 sufficient cash to meet anticipated
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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: JUNE 4, 1999
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 W THOMPSON
---------------------------------
Anthony W. Thompson, Exec. VP
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 W THOMPSON
---------------------------------
Anthony W. Thompson, General Partner
By: /S/ SCOTT E MCDANIEL
---------------------------------
Scott E. McDaniel, General Partner
