<PAGE>
TMP INLAND EMPIRE VI, LTD
A California Limited Partnership
The previously filed 10-K for the year ended December 31, 1996 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-KA
[X] Annual report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 (Fee Required). For the fiscal year ended December
31, 1996
[ ] Transition report pursuant to Section 13 or 15 (d) of the Securities
Exchange act of 1934 (No Fee Required).
For the transition from _________to____________
-----------------
COMMISSION FILE NO. 0-19940
TMP INLAND EMPIRE VI, LTD.,
A CALIFORNIA LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
CALIFORNIA 33-0386437
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
801 N. 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)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
- ------------------- ------------------------------
N/A N/A
Securities to be registered pursuant to Section 12 (g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTEREST
- -------------------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has 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 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 [ ]
<PAGE>
TMP INLAND EMPIRE VI, LTD
(A California Limited Partnership)
Financial Statements
December 31, 1996 and 1995
Table of Contents
Report of Independent Auditors 1
Balance Sheets 2
Statements of Operations 3
Statements of Partners' Capital 4
Statements of Cash Flows 5
Notes to Financial Statements 6-10
Supplementary Information 11-12
<PAGE>
Independent Auditor's Report
----------------------------
To the Partners
TMP Inland Empire VI, Ltd.
(A California Limited Partnership)
We have audited the accompanying balance sheets of TMP Inland Empire VI, Ltd. (A
California Limited Partnership) as of December 31, 1996 and 1995 and the related
statements of operations, partners' capital, and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 Inland Empire VI, Ltd. (A
California Limited Partnership) as of December 31, 1996 and 1995 and the results
of its operations and its cash flows for the years then ended, in conformity
with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information contained
in Schedule I is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is stated fairly in all material respects in
relation to the basic financial statements taken as a whole.
Balser, Horowitz, Frank & Wakeling
BALSER, HOROWITZ, FRANK & WAKELING
An Accountancy Corporation
Santa Ana, California
January 20, 1997 except for Note 11
as to which the date is April 8, 1999
<PAGE>
<TABLE>
<CAPTION>
TMP INLAND EMPIRE VI, LTD.
(A California Limited Partnership)
Balance Sheets
December 31, 1996 and 1995
Assets
------
1996 1995
---- ----
<S> <C> <C>
Cash $ 81,499 $ 153,911
Note Receivable 223,516 227,609
Other Receivables 0 180
Organization Costs (net of accumulated
amortization of $33,964 in 1996 and
$28,049 in 1995) 0 5,915
Investment in Unimproved Land (Note 1)
(Schedule I) at lower of cost or fair value 5,500,000 9,427,903
---------- -------------
Total Assets $5,805,015 $ 9,815,518
========== =============
Liabilities and Partners' Capital
---------------------------------
Due to Affiliates $ 569 $ 100
Deferred Income 456 2,281
Franchise Tax Payable 800 800
--------- -----------
Total Liabilities 1,825 3,181
--------- -----------
Partners' Capital (Deficit)
General Partners (44,651) (4,560)
Limited Partners; 11,500 Equity Units
Authorized and Outstanding 5,847,841 9,816,897
----------- -----------
Total Partners' Capital 5,803,190 9,812,337
----------- -----------
Total Liabilities and Partners' Capital $5,805,015 $ 9,815,518
========== ===========
</TABLE>
See Accompanying Notes
-2-
<PAGE>
<TABLE>
<CAPTION>
TMP INLAND EMPIRE VI, LTD.
(A California Limited Partnership)
Statements of Operations
For the Years Ended December 31, 1996, 1995 and 1994
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Income
Sale of Property $ 0 $ 1,121,703 $ 0
Cost of Sale 0 (1,508,096) 0
--------- ------------ ------------
Loss on Sale of Property 0 (386,393) 0
Rental Income 0 2,100 12,620
Interest Income 13,855 4,600 1,103
Other Income 0 456 0
--------- ------------ ----------
Total Income 13,855 (379,237) 13,723
--------- ------------- ----------
Expenses
Decline in fair value
of unimproved land 4,013,087 0 0
Prior year sale expense 3,200 0 0
Amortization 5,915 6,799 6,800
Rental Expense 0 1,987 2,397
---------- ---------- ----------
Total Expense 4,022,202 8,786 9,197
---------- ----------- ----------
Profit (Loss) Before
Income Taxes (4,008,347) (388,023) 4,526
State Franchise Tax 800 800 800
---------- --------- --------
Net Profit (Loss) $(4,009,147) $ (388,823) $ 3,726
=========== =========== ==========
Allocation of Net Profit (Loss)
General Partners, in the
Aggregate $ (40,091) $ (3,888) $ 37
============ ============ ==========
Limited Partners, in the
Aggregate $ (3,969,056) $ (384,935) $ 3,689
============ =========== ==========
Limited Partners, per
Equity Unit $ (345.14) $ (33.47) $ .32
============ =========== ===========
</TABLE>
See Accompanying Notes
-3-
<PAGE>
<TABLE>
<CAPTION>
TMP INLAND EMPIRE VI, LTD.
(A California Limited Partnership)
Statements of Partners' Capital
For the Years Ended December 31, 1996, 1995 and 1994
General Limited
Partners Partners Total
<S> <C> <C> <C>
Partners' Capital
December 31, 1993 $ 1,614 $ 10,428,143 $ 10,429,757
Net Income for 1994 37 3,689 3,726
-------- ----------- -----------
Partner's Capital
December 31, 1994 1,651 10,431,832 10,433,483
Distributions for 1995 (2,323) (230,000) (232,323)
Net Loss for 1995 (3,888) (384,935) (388,823)
-------- ----------- -----------
Partners' Capital (Deficit)
December 31, 1995 (4,560) 9,816,897 9,812,337
Net Loss for 1996 (40,091) (3,969,056) (4,009,147)
-------- ----------- -----------
Partners' Capital (Deficit)
December 31, 1996 $(44,651) $ 5,847,841 $ 5,803,190
======== =========== ===========
</TABLE>
See Accompanying Notes
-4-
<PAGE>
<TABLE>
<CAPTION>
TMP INLAND EMPIRE VI, LTD.
(A California Limited Partnership)
Statements of Cash Flows
For the Years Ended December 31, 1996, 1995 and 1994
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Cash Flows from Operating Activities
Net Income or (Loss) $(4,009,147) $ (388,823) $ 3,726
Adjustments to Reconcile Net
Income or (Loss)
to Net Cash Used in Operating
Activities:
Increase in Carrying Costs (85,184) (181,634) (183,656)
Loss on Sale of Properties 0 386,393 0
Amortization 5,915 6,799 6,800
Decline in Fair Value
of Unimproved Land 4,013,087 0 0
Increase or (Decrease) in
Due to Affiliates 469 (636) 636
(Increase) or Decrease in
Other Receivables 180 (180) 0
Increase or (Decrease) in
Interest Payable 0 (2,333) 2,333
Increase or (Decrease) in
Property Tax Payable 0 (57,124) 57,124
Increase or (Decrease) in
Deferred Income (1,825) 2,281 0
------------- --------- ---------
Net Cash Used in Operating Activities (76,505) (235,257) (113,037)
------------- ---------- ----------
Cash Flows from Investing Activities
Receipt of Promissory Note 0 (248,000) 0
Note Receivable Principal Reduction 4,093 20,391 0
Proceeds from Sale of Property 0 1,121,703 0
----------- ---------- ---------
Net Cash Provided by
Investing Activities 4,093 894,094 0
------------ ---------- ---------
Cash Flows from Financing
Activities
Distributions to Partners 0 (232,323) 0
Reduction of Line-of-credit 0 0 (161,729)
Borrowings through Note Payable 0 0 350,000
Reduction in Note Payable 0 (350,000) 0
----------- ---------- ---------
Net Cash Provided by (Used in)
Financing Activities 0 (582,323) 188,271
----------- ---------- ---------
Net Increase or (Decrease) in Cash (72,412) 76,514 75,234
Cash, Beginning 153,911 77,397 2,163
----------- ---------- ---------
Cash, Ending $ 81,499 $ 153,911 $ 77,397
=========== ========== =========
Supplemental Disclosures
of Cash Flow Information
Income Tax Paid $ 800 $ 800 $ 800
=========== ========= =========
Interest Paid $ 0 $ 27,300 $ 23,568
=========== ========= =========
Other Disclosures
The Partnership had non-cash investing activities (see Note 5), but it did not
have any non-cash financing activities. It did not have any short-term highly
liquid investments during the years ended December 31, 1996, 1995, or 1994.
</TABLE>
See Accompanying Notes
-5-
<PAGE>
TMP INLAND EMPIRE VI, LTD.
(A California Limited Partnership)
Notes to Financial Statements
December 31, 1996, 1995 and 1994
Note 1 - Summary of significant accounting policies
Accounting Method - The Partnership's policy is to prepare 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
are being amortized over a period of 40 years prior to 1992 and 5 years
beginning in 1992.
Investment in Unimproved Land - Investment in unimproved land is stated
at the lower of cost or fair value (see Note 10). All costs associated
with the acquisition of a property are capitalized. Additionally, the
Partnership capitalizes all direct carrying costs (such as interest
expense and property taxes.) These costs are added to the cost of the
properties and are deducted from the sales prices to determine gains,
if any, when the properties are sold.
Syndication Costs -Syndication costs (such as commissions, printing,
and legal fees) totaling $1,231,617 represent costs incurred to raise
capital and, accordingly, are recorded as a reduction in partners'
capital (see Note 3).
Income Taxes - The entity is treated as a partnership for income tax
purposes and any income or loss is passed through and taxable to the
individual partners. Accordingly, there is no provision for federal
income taxes in the accompanying financial statements. However, the
minimum California Franchise tax due by the Partnership at December 31,
1996 and 1995 is $800.
Cash and Cash Equivalents - For purposes of the statements of cash
flows, the Partnership considers all cash in banks and all highly
liquid investments with a maturity of three months or less to be cash
equivalents.
Estimates - In preparing 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 at the 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 investment 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 condition. The Partnership attempts to mitigate any potential
risk by monitoring the market condition and holding the land parcels
until the real estate market recovers.
-6-
<PAGE>
TMP INLAND EMPIRE VI, LTD.
(A California Limited Partnership)
Notes to Financial Statements
December 31, 1996, 1995 and 1994
Note 2 - Organization of the Partnership
On March 20, 1990, the Partnership was formed with TMP Properties (A
California General Partnership) and TMP Investments, Inc. (A California
Corporation) as the 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 originally acquired eleven separate parcels of
unimproved real property in Riverside and San Bernardino Counties,
California. The properties are to be held for investment, appreciation,
and ultimate sale and/or improvement of all or a portion thereof,
either alone or in conjunction with a joint venture partner. During
1995, the Partnership sold one parcel and a portion of another parcel.
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 offered for sale 11,500 units at $1,000 each to
qualified investors. As of December 31, 1990, all 11,500 units had been
sold for total limited partner contributions of $11,500,000. There have
been no contributions made by the General Partners. As described in
Note 1, syndication costs have been recorded as a reduction in
partners' capital.
Note 4 - Allocation of profits, losses and cash distributions
Profits, losses and cash distributions are allocated 99% to the limited
partners and 1% to the General Partners until the limited partners have
received an amount equal to their capital contributions plus a
cumulative, non-compounded return of 6% per annum on their adjusted
capital contributions. At that point, the limited partners are
allocated 83.5% and the General Partners 16.5% of profits, losses and
cash distributions. In 1995, a distribution of $232,323 was made from
the sale of the land parcels. There were no distributions in 1996 or
1994.
-7-
<PAGE>
TMP INLAND EMPIRE VI, LTD.
(A California Limited Partnership)
Notes to Financial Statements
December 31, 1996, 1995 and 1994
Note 5 - Related party transactions
Syndication costs (see Note 1) netted against partners' capital
contributions include $1,150,000 in selling commissions paid in prior
years to TMP Capital Corp. for the sale of partnership units of which a
portion was then paid to unrelated registered representatives. William
O. Passo and Anthony W. Thompson were the shareholders of TMP Capital
Corp. until October 1, 1995, when they sold their shares to TMP Group,
Inc.
Investment in unimproved land includes acquisition fees of $650,000
paid in prior years to TMP Properties and TMP Investments, Inc., the
General Partners, for services rendered in connection with the
acquisition of the properties.
The Partnership paid $19,774, $22,663 and $22,663 in partnership
management fees to the General Partners during the years ended December
31, 1996, 1995 and 1994, respectively.
The Partnership was also charged $11,126, $11,247 and $8,641 during the
years ended December 31, 1996, 1995 and 1994, respectively, by the
General Partners and an affiliated company of the General Partners for
office, secretarial and advertising expenses. At December 31, 1996 and
1995 the Partnership had a payable of $569 and $100, respectively, to
the General Partners and the affiliated company.
Note 6 - Note Receivable
During August 1995 the Partnership sold a parcel of land and took back
a note for $248,000. The note was secured by a deed of trust and was
due on August 29, 2002. Interest was 7% per annum, and the note
provided for monthly payments of $6,500 for the months of September,
1995 through December, 1995, and $2,000 per month starting January 1,
1996. The note is in default as of December 31, 1996. The Partnership
is in the process of foreclosing on the collateral property.
Note 7 - Note payable
During 1994 the Partnership borrowed $350,000 from a private party. The
note was secured by a first trust deed on property owned by the
Partnership and paid 12% per annum interest only in monthly
installments of $3,500. In 1995, the Partnership sold the land parcel
and the cash proceeds were used to pay off the note.
-8-
<PAGE>
TMP INLAND EMPIRE VI, LTD.
(A California Limited Partnership)
Notes to Financial Statements
December 31, 1996, 1995 and 1994
Note 8 - Contingency
The Partnership entered into a loan agreement with an outside party who
provided engineering services for a land parcel. The loan of $108,408
was secured by a deed of trust and accrued interest at 10% per annum.
The interest was payable on or before March 1, 1996. The principal
amount was payable upon sale of the land. In August 1995, the
Partnership sold the land parcel and the new owner assumed the loan.
However, the loan was guaranteed by the Partnership, the three General
Partners of TMP Properties, and TMP Properties, a General Partnership.
During 1996, the new owner defaulted on the loan. Presently, the
Partnership is in the process of foreclosing on the property.
Negotiations are underway where the Partnership will issue a note
payable, secured by a first deed of trust on the property, to the
outside party, upon receipt of the title of the property.
Note 9 - Sale and related cost of property sold
<TABLE>
<CAPTION>
The following summarizes property sold in 1995:
Palm Desert
and Adelanto
------------
<S> <C>
Sale price $1,121,703
----------
Cost of parcel 1,212,417
Development costs 31,426
Acquisition fees 88,374
Carrying costs 125,161
Closing costs and other 50,718
------
Total cost 1,508,096
---------
Loss on sale of property $ (386,393)
==========
</TABLE>
Note 10 - Decline in the fair value of investment in unimproved land
As of December 31, 1996, the total carrying amount of the investment in
unimproved land was reduced by $4,013,087 (as restated). This reduction
(through a valuation reserve) represents the decline in fair market
value of the properties, as determined by the General Partners, and is
due mainly to the downturn in Southern California's real estate market
and slow recovery (See Note 11).
-9-
<PAGE>
TMP INLAND EMPIRE VI, LTD.
(A California Limited Partnership)
Notes to Financial Statements
December 31, 1996, 1995 and 1994
Notes 11 - 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 at December 31, 1996. Therefore, these 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 at that date.
-10-
<PAGE>
SUPPLEMENTAL INFORMATION
<PAGE>
<TABLE>
<CAPTION>
TMP INLAND EMPIRE VI, LTD.
(A California Limited Partnership)
Schedule I - Real Estate and Accumulated Depreciation
(Schedule XI, Rule 12-28, for SEC Reporting Purposes
For the Year Ended December 31, 1996
COLUMN A B C D E F G H
- ------------------------------------------------------------------------------------------------------------------------------------
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, CA $-0- $1,560,977 $ 0 $163,819 $1,724,796 -0- n/a 06/21/90 n/a
Unimproved land -
Rancho Cal., CA -0- 1,744,082 0 151,235 1,895,317 -0- n/a 07/12/90 n/a
Unimproved land -
Palm Desert, CA -0- 3,534,200 0 333,862 3,868,062 -0- n/a 06/15/90 n/a
Unimproved land -
Perris, CA -0- 171,386 0 19,614 191,000 -0- n/a 01/30/90 n/a
Unimproved land -
Perris, CA -0- 246,869 0 25,546 272,415 -0- n/a 07/09/90 n/a
Unimproved land -
Perris, CA -0- 159,823 0 11,858 171,681 -0- n/a 04/16/90 n/a
Unimproved land -
Perris, CA -0- 237,466 0 22,577 260,043 -0- n/a 10/31/90 n/a
Unimproved land -
Elsinore, CA -0- 442,302 177 43,217 485,696 -0- n/a 09/19/90 n/a
Unimproved land -
Elsinore, CA -0- 97,000 4,580 8,907 110,487 -0- n/a 08/31/90 n/a
Unimproved land -
Adelanto, CA -0- 477,783 0 55,807 533,590 -0- n/a 05/25/90 n/a
--- --------- ------- ------- ---------- ---
$-0- $8,671,888 $ 4,757 $836,442 $ 9,513,087 -0-
==== ========= ===== ======= ========= ===
Reconciliation of
carrying amount
Beginning balance $ 9,427,903
Additions
Initial Costs 0
Carrying Costs 85,184
Total Additions 85,184
------
9,513,087
Allowance for decline in
Value of unimproved land (4,013,087)
Ending balance $ 5,500,000
==========
-11-
<PAGE>
TMP INLAND EMPIRE VI, LTD.
(A California Limited Partnership)
Schedule I - Real Estate and Accumulated Depreciation
(Schedule XI, Rule 12-28, for SEC Reporting Purposes
For the Year Ended December 31, 1995
COLUMN A B C D E F G H
- ------------------------------------------------------------------------------------------------------------------------------------
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, CA $-0- $ 1,560,977 $ 0 $ 155,501 $1,716,478 -0- n/a 06/21/90 n/a
Unimproved land -
Rancho Cal., CA -0- 1,744,082 0 132,684 1,876,766 -0- n/a 07/12/90 n/a
Unimproved land -
Palm Desert, CA -0- 3,534,200 0 294,142 3,828,342 -0- n/a 06/15/90 n/a
Unimproved land -
Perris, CA -0- 171,386 0 17,503 188,889 -0- n/a 01/30/90 n/a
Unimproved land -
Perris, CA -0- 246,869 0 22,227 269,096 -0- n/a 07/09/90 n/a
Unimproved land -
Perris, CA -0- 159,823 0 10,432 170,255 -0- n/a 04/16/90 n/a
Unimproved land -
Perris, CA -0- 237,466 0 20,398 257,864 -0- n/a 10/31/90 n/a
Unimproved land -
Elsinore, CA -0- 442,302 177 39,988 482,467 -0- n/a 09/19/90 n/a
Unimproved land -
Elsinore, CA -0- 97,000 4,580 8,295 109,875 -0- n/a 08/31/90 n/a
Unimproved land -
Adelanto, CA -0- 477,783 0 50,088 527,871 -0- n/a 05/25/90 n/a
--- ----------- ------- ---------- --------- ---
$-0- $ 8,671,888 $ 4,757 $ 751,258 $9,427,903 -0-
==== ========= ===== ======= ========= ===
Reconciliation of
carrying amount
Beginning balance $ 10,754,365
Additions
Improvements 177
Carrying Costs 181,457
Total Additions 181,634
-------
10,935,999
Deductions
Initial Costs 1,331,996
Improvements 220
Carrying Costs 175,880
-------
Total Deductions 1,508,096
---------
Ending balance $9,427,903
==========
</TABLE>
-12-
<PAGE>
<TABLE>
<CAPTION>
TMP INLAND EMPIRE VI, LTD.
(A California Limited Partnership)
Schedule I - Real Estate and Accumulated Depreciation
(Schedule XI, Rule 12-28, for SEC Reporting Purposes
For the Year Ended December 31, 1994
COLUMN A B C D E F G H
- ------------------------------------------------------------------------------------------------------------------------------------
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, CA $-0- $ 1,560,977 $ 0 $ 126,692 $ 1,687,669 -0- n/a 06/21/90 n/a
Unimproved land -
Rancho Cal., CA -0- 1,744,082 0 109,855 1,853,937 -0- n/a 07/12/90 n/a
Unimproved land -
Palm Desert, CA -0- 4,090,983 0 294,445 4,385,428 -0- n/a 06/15/90 n/a
Unimproved land -
Perris, CA -0- 171,386 0 14,217 185,603 -0- n/a 01/30/90 n/a
Unimproved land -
Perris, CA -0- 246,869 0 17,861 264,730 -0- n/a 07/09/90 n/a
Unimproved land -
Perris, CA -0- 159,823 0 9,349 169,172 -0- n/a 04/16/90 n/a
Unimproved land -
Perris, CA -0- 237,466 0 18,680 256,146 -0- n/a 10/31/90 n/a
Unimproved land -
Elsinore, CA -0- 442,302 0 31,404 473,706 -0- n/a 09/19/90 n/a
Unimproved land -
Elsinore, CA -0- 97,000 4,580 6,960 108,540 -0- n/a 08/31/90 n/a
Unimproved land -
Adelanto, CA -0- 775,213 220 73,532 848,965 -0- n/a 08/31/90 n/a
Unimproved land -
Adelanto, CA -0- 477,783 0 42,686 520,469 -0- n/a 05/25/90 n/a
--- ----------- ------- ---------- -------- ---
$ -0- $ 10,003,884 $ 4,800 $ 745,681 $ 10,754,365 -0-
==== ========== ===== ======= ========== ===
Reconciliation of
carrying amount
Beginning balance $ 10,570,709
Additions
Improvements 4,800
Carrying Costs 178,856
Total Additions 183,656
-------
Ending balance $10,754,365
===========
</TABLE>
-13-
