<PAGE>
TMP INLAND EMPIRE VI, LTD
A California Limited Partnership
The previously filed 10-Q for the quarter ended March 31, 1998 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.
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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 March 31, 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)
----------------------
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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<TABLE>
<CAPTION>
TMP Inland Empire VI, LTD.
A California Limited Partnership
Balance Sheets
March 31, December 30,
1998 1997
(Unaudited) (Audited)
----------- ---------
<S> <C> <C>
Assets
Cash $ 81,569 $ 126,159
Investment in Unimproved Land (Note 1) 6,044,520 5,995,905
Prepaid Assets 29,398 43,495
------------------ -----------------
Total Assets $ 6,155,487 $ 6,165,559
=================== ==================
Liabilities and Partners' Capital
Due to Manager $ 2,430 $ ---
Accounts Payable and
Accrued Liabilities 19,605 956
Taxes Payable 45,861 39,951
Notes Payable 362,719 362,719
------------------ -----------------
Total Liabilities 430,615 403,626
------------------ -----------------
Partners' Capital
General Partners (45,435) (45,064)
Limited Partners, 11,250 Equity
Units Authorized and Outstanding 5,770,307 5,806,997
------------------ -----------------
Total Partners' Capital 5,724,872 5,761,933
------------------ -----------------
Total Liabilities and
Partners' Capital $ 6,155,487 $ 6,165,559
================== =================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TMP Inland Empire VI, LTD.
A California Limited Partnership
Statements of Income
(Unaudited)
Three Months Ended
March 31, March 31,
1998 1997
---- ----
<S> <C> <C>
Interest and Other Income $ 0 763
General & Admin. Expenses 37,061 30,184
------------------ ------------------
Net Loss $ (37,061) $ (29,421)
================== ==================
Allocation of Net Loss (Note 2)
General Partners $ (371) $ (294)
================== ==================
Limited Partners $ (36,690) $ (29,127)
================== ==================
Limited Partners, per unit $ (3.19) $ (2.53)
================== ==================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TMP Inland Empire VI, LTD.
A California Limited Partnership
Statements of Cash Flows
(Unaudited)
Three Months Ended
March 31, March 31,
1998 1997
---------- ----------
<S> <C> <C>
Net Loss $ (37,061) $ (29,421)
Adjustments to Reconcile Net Loss to
Net Cash Used in Operating Activities:
Increase Due to Manager 2,430 ---
Increase in Investment in Unimproved Land (48,615) (170,434)
Decrease in Notes Receivable 0 (12,245)
Increase in Taxes Payable 5,910 0
Decrease in Prepaid Assets 14,097 0
Increase in Account Payable and
Accrued Liabilities 18,649 15,640
---------- ----------
Net Cash Used in Operating Activities (44,590) (196,460)
---------- ----------
Increase Notes Receivable 0 110,000
---------- ----------
Net Cash Provided by Financing Activities 0 110,000
---------- ----------
Net Decrease in Cash (44,590) (86,460)
Cash, Beginning of Period 126,159 81,499
---------- ----------
Cash, End of Period $ 81,569 $ (4,961)
========== ==========
</TABLE>
<PAGE>
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 83.5 percent to the limited partners and 16.5
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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TMP INLAND EMPIRE VI, LTD.
a California Limited Partnership
Notes to the Financial Statements
For the Three Months Ended March 31, 1998
(Unaudited)
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.
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 clarifications 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.
In addition, certain carrying costs of land that were previously capitalized
have been re-stated as current expenses in the amount of $30,184 for the three
months ended March 31, 1997 and $37,061 for the three months ended March 31,
1998.
<PAGE>
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 $44,000. Operating activities for the three months ended March 31,
1997 used approximately $196,000, 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.
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 effect 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 with Y2K issues and does not expect to expend any
significant funds as a result of these issues.
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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 4, 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 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
