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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 June 30, 1998
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)
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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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TMP INLAND EMPIRE VI, LTD
INDEX
PART I FINANCIAL INFORMATION Page
Item 1. Financial Statements
Balance Sheets as of June 30, 1998 (unaudited)
and December 31, 1997 3
Statements of Operations for the Three Months
and Nine Months ended September 30, 1998
and 1997. (unaudited) 4,5
Statements of Cash Flows for the Nine Months
ended September 30, 1998 and 1997. (unaudited) 6
Notes to Financial Statements (unaudited) 7,8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9,10
Part II OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults Upon Senior Securities 11
Item 4 Submission of Matters to a Vote of Security Holde 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES
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PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
TMP Inland Empire VI, LTD.
A California Limited Partnership
Balance Sheets
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
(Unaudited) (Audited)
----------- ---------
Assets
------
<S> <C> <C>
Cash $ 37,959 $ 126,159
Due from Affiliates 2,520 ---
Investment in Unimproved Land (Note 1) 6,079,250 5,995,905
Prepaid Interest 15,302 43,495
------ ------
Total Assets $ 6,135,031 $ 6,165,559
============= ==============
Liabilities and Partners' Capital
Due to Manager (Note 1) $ 14,339 $ 0
Due to Affiliates 5,727 0
Accounts Payable and Accrued Liabilities 1,306 956
Taxes Payable 25,626 39,951
Notes & Interest Payable (Note 3) 379,415 362,719
- ------- -------
Total Liabilities 426,413 403,626
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Partners' Capital
General Partners (45,596) (45,064)
Limited Partners, 11,250 units
(at $1,000/unit)
Authorized, issued and outstanding 5,754,214 5,806,997
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Total Partners' Capital 5,708,618 5,761,933
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Total Liabilities and
Partners' Capital $ 6,135,031 $ 6,165,559
============= ==============
</TABLE>
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<TABLE>
<CAPTION>
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
TMP Inland Empire VI, Ltd.
A California Limited Partnership
Statements of Income
(Unaudited)
Three Months Ended
June 30, June, 30,
1998 1997
---- ----
<S> <C> <C>
Interest and Other Income $ 0 336
General & Admin. Expenses 16,254 9,595
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Net Loss $ (16,254) $ (9,259)
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Allocation of Net Loss (Note 2)
General Partners $ (163) $ (93)
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Limited Partners $ (16,091) $ (9,166)
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Limited Partners, per unit $ (1.43) $ (.81)
============== =============
</TABLE>
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<TABLE>
<CAPTION>
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
TMP Inland Empire VI, Ltd.
A California Limited Partnership
Statements of Income
(Unaudited)
Six Months Ended
June 30, June 30,
1998 1997
---- ----
<S> <C> <C>
Interest and Other Income $ 0 1,099
General & Admin. Expenses 53,315 24,850
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Net Loss $ (53,315) $ (23,751)
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Allocation of Net Loss (Note 2)
General Partners $ (534) $ (238)
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Limited Partners $ (52,781) $ (23,513)
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Limited Partners, per unit $ (4.59) $ (2.09)
================== ==================
</TABLE>
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PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
TMP Inland Empire VI, Ltd.
A California Limited Partnership
Statements of Cash Flows
(Unaudited)
Six Months Ended
<TABLE>
<CAPTION>
June 30, June 30,
1998 1997
<S> <C> <C>
Net Loss $ (53,315) $ (23,751)
Adjustments to Reconcile Net Loss to
Net Cash Provided by (Used in) Operating Activities:
Due to changes in:
Accounts Payable and Accrued Liabilities (13,975) 46,098
Prepaid Interest 28,193 0
Due to/from Affiliates 3,207 0
Due to Manager 14,339 0
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Net Cash Provided by (Used in)
Operating Activities (21,551) 22,347
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Investment in Unimproved Land (83,345) (435,528)
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Net Cash Used in Investing Activities (83,345) (435,528)
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Notes Receivables 0 223,516
Increase in Note Payable 16,696 110,000
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Net Cash Provided by Financing Activities 16,696 333,516
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Net Decrease in Cash (88,200) (79,665)
Cash, Beginning of Period 126,159 81,499
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Cash, End of Period $ 37,959 $ 1,834
============ ===========
</TABLE>
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TMP Inland Empire VI, Ltd.
A California Limited Partnership
Notes to the Financial Statements
(Unaudited)
The accompanying unaudited interim financial statements include all adjustments
(consisting solely of normal recurring adjustments) which are, in the opinion of
management, necessary to present fairly the financial position of the
Partnership as of June 30, 1998 and the results of its operations, changes in
partners' equity, and cash flows for the period then ended in accordance with
generally accepted accounting principles for interim financial information.
NOTE 1 - The Partnership and its Significant Accounting Policies
TMP Inland Empire VI, Ltd. (the Partnership) was organized in accordance with
the provisions of the California Uniform Limited Partnership Act for the purpose
of acquiring, developing and operating real property. The General Partners in
the Partnership are William O. Passo, Anthony W. Thompson, Scott E. McDaniel of
TMP Properties, a California General Partnership and TMP Investments Inc.
On March 12, 1998, the Partnership 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 a
total of $300,000 for any deficit capital accounts for these 11 partnerships in
exchange for the rights to distributions from the General Partners, referred to
as a "distribution fee" as defined by the Financing Agreement.
PacWest entered into a management, administrative and consulting agreement (the
Management Agreement) as of April 1, 1998, with the General Partners of the
Partnership to provide the Partnership with overall management, administrative
and consulting services. PacWest currently contracts with Preferred Partnership
Services, Inc. and other entities to perform certain of the financial,
accounting, and investor relations services for the Partnership. As of June 30,
1998 the Partnership owes PacWest $14,339 relating to this agreement.
The following is a summary of the Partnership significant accounting policies.
Basis of Presentation - The Partnership prepares its financial statements on the
- ---------------------
accrual basis of accounting.
Investment in Unimproved Land - The Partnership's land is stated at the lower of
- -----------------------------
actual cost or net realizable value. All costs associated with the acquisition
of a property are capitalized. In addition, the Partnership capitalizes interest
and property tax as 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.
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TMP Inland Empire VI, Ltd.
A California Limited Partnership
Notes to the Financial Statements
(Unaudited)
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 June 30, 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 June 30, 1998 the Partnership had two notes payable totaling $360,000,
excluding interest payable. 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 came 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.
Additionally, the Partnership has a note payable for $250,000 to a private
lender. The note bears interest at 13.5 percent per annum and matures July 1999.
The note is secured by the Partnership land. The Partnership has requested a one
year extension.
NOTE 4 - Restatement and reissuance of 1996 and 1997 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.
The 1997 financial statements originally issued with the auditor's report dated
January 28, 1998 reported $1,948,003 of income due to appreciation in fair value
of land. Current clarification reveals that SFAS 121 does not provide for
recording appreciation in fair value of a real estate asset. Therefore, the 1997
financial statements have been restated to remove the appreciation in fair value
of land.
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TMP Inland Empire VI, Ltd.
A California Limited Partnership
Notes to the Financial Statements
(Unaudited)
In addition, certain carrying costs of land that were previously capitalized
have been re-stated as current expenses in the amount of $9,595 and $24,850 for
the three and six months ended June 30, 1997.
Item 2. Management's Discussion and Analysis 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 results of operations and financial condition. This
discussion should be read in conjunction with the financial statements and
footnotes that appear elsewhere in this
Report.
This discussion and analysis 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
works 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 properties regarding matters that
are not historical are forward-looking statements. Such statements are subject
to certain risks and uncertainties and 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.
The Partnership had eleven properties at June 30, 1998 which 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 winding up
partnership operations, to the partners.
Results of Operations
Partnership revenues during the six months ended June 30, 1998 and 1997
consisted primarily of interest income. There were no property sales during the
periods.
During the six months ended June 30, 1998, operating activities used
approximately $22,000. Operating activities for the six months ended June 30,
1997 provided approximately $22,000.
Investing activities for the six months ended June 30, 1998 and 1997 used
approximately $83,000 and $436,000, respectively, for an increase in the
carrying costs of the investment in unimproved land. Financing activities
provided approximately $17,000 and $334,000 for the six months ended
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TMP Inland Empire VI, Ltd.
A California Limited Partnership
Notes to the Financial Statements
(Unaudited)
June 30, 1998 and 1997, respectively, from the collection of payments on notes
receivable and an increase in notes payable.
Liquidity and Capital Resources
The partnership has insufficient cash to meet anticipated cash requirements for
the next 12 months. PacWest has agreed to loan and/or secure a loan for TMP Land
Partnerships in the amount of $2,500,000. Loan proceeds will be allocated to the
eleven (11) 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 TMP Inland Empire
VI, Ltd., at 12% simple interest over a 24 month period beginning April 1, 1998,
secured by the
Partnership's properties, as funds are needed in the opinion of the General
Partners. These funds are not to exceed 505 of the 1997 appraised value of the
properties, and will primarily be used to pay for on-going property maintenance,
pay down existing debt, back 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 all TMP
partnership is limited to a maximum of $2.5 million.
TMP properties and TMP Investments, Inc. will remain as General Partners,
however, PacWest has acquired the General Partner's unsubordinated 1% interest
in the Partnership and assumed responsibility for all partnership
administration. PacWest will charge a fee for its administrative services equal
to an amount not to exceed the average reimbursements to the general Partner for
such services over the past five years.
As Partnership properties are sold, cash will be used to first pay back PacWest
loans, then other creditors, then to accrued but unpaid Partnership
indebtedness.
Sale proceeds in excess of the amount necessary to pay Partnership indebtedness
shall be split 88% to the Partnership and 12% to PacWest.
The General Partners believe that ultimately, this will benefit the Partnership
and the Limited Partners. Without the cash infusion from PacWest, the
Partnership stands to lose some or all of its properties either due to
foreclosure resulting from the inability to pay outstanding loans or for failure
to pay property taxes.
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TMP Inland Empire VI, Ltd.
A California Limited Partnership
Notes to the Financial Statements
(Unaudited)
Year 2000 Compliance
Many currently installed computer systems and software products are coded to
accept only two digit entries in the date code field. Beginning in the year
2000, these date codes fields will need to accept four digit entries to
distinguish 21st century dates from 20th century dates. As a result, computer
systems and/or software used by organizations may need to be upgraded to comply
with the "Y2K" requirements. There is significant uncertainty in the software
and information services industries concerning the potential effects associated
with such compliance. While the Partnership believes that its systems are
compatible with Y2K applications, there can be no assurance that all Partnership
systems will function properly in all operating environments and on all
platforms. The failure to comply with Y2K requirements by systems not designed
by the Partnership may also have a material adverse on the Partnership's
business, financial condition and results of operations. The Partnership is
currently developing and implementing a plan to identify and address potential
difficulties associated Y2K issues and does not expect to expend any significant
funds as a result of these issues.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None..
Item 2. Changes in Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
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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: JUNE 30,1999
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
