TMP INLAND EMPIRE VI, LTD.
(A California Limited Partnership)
Statements of Operations
(Unaudited)
Nine months Ended
September 30, September 30,
2000 1999
-------- ---------
Property Sale ......................... $ 0 $ 4,800,000
Cost of Property Sale ................. 0 4,320,952
----------- ----------
Net Gain on Property Sale ............. 0 479,048
Interest & Other Income ............... 7,162 1,767
----------- ----------
Gross Profit .......................... 7,162 480,815
----------- ----------
Expenses
Accounting and Financial Reporting 32,910 40,541
Outside Professional Services .... 26,204 19,191
Manager Profit Participation .... 0 456,666
General and Administrative ....... 7,728 12,667
Interest Expense ................. 0 20,157
----------- ----------
Total Expenses ........................ 66,842 549,222
----------- ----------
Loss Before Income Taxes .............. (59,680) (68,407)
State Franchise Tax .............. (800) (800)
----------- ----------
Net Loss .............................. $ (60,480) $ (69,207)
=========== ===========
Allocation of Net Loss (Note 4)
General Partners, in the Aggregate $ (604) $ (692)
=========== ===========
Limited Partners, in the Aggregate $ (59,876) $ (68,515)
=========== ===========
Limited Partners, per Equity Unit . $ (5.21) $ (5.96)
=========== ===========
See Accompanying Notes to Financial Statements
5
TMP INLAND EMPIRE VI, LTD.
(A California Limited Partnership)
Statements of Cash Flows
(unaudited)
Nine months Ended
September 30, September 30,
2000 1999
------------ ------------
Cash Flows from Operating Activities
Net Loss ...................................$ (60,480) $ (69,207)
Adjustments to Reconcile Net Loss
to Net Cash Used In Operating Activities:
Gain on Property Sale ........................... 0 (479,048)
Changes in assets and liabilities:
Increase (Decrease) in Due to Affiliates .. 4,685 (141,248)
Decrease in Prepaid Expenses .............. 0 23,187
Increase (Decrease) in Accrued Expenses
and Other ................................. 3,000 (26,007)
Increase in Property Taxes Payable ........ 2,871 9,042
---------- ----------
Net Cash Used In Operating Activities ........... (49,924) (683,281)
---------- ----------
Cash Flows from Investing Activities
Net Proceeds from Property Sale ............. 0 4,800,000
Payment of Selling Expenses ................. 0 (308,729)
Increase in investment in unimproved land ... (56,848) (154,533)
---------- ----------
Net Cash (Used in) Provided By Investing
Activities ...................................... (56,848) 4,336,738
---------- ----------
Cash Flows from Financing Activities
Distributions Paid to Investors ............. 0 (2,903,750)
Borrowings (Repayment) of Notes Payable ..... 0 (362,719)
---------- ----------
Net Cash Used In Financing Activities ........... 0 (3,266,469)
---------- ----------
Net (Decrease) Increase in Cash .................(106,772) 386,988
Cash, Beginning ................................. 232,111 948
---------- ----------
Cash, Ending .................................$ 125,339 $ 387,936
=========== ===========
Supplemental Disclosures of Cash Flow
Information
Cash paid for income taxes ...................$ 800 $ 800
=========== ===========
Cash paid for interest .......................$ 0 $ 43,288
=========== ===========
See Accompanying Notes to Financial Statements
6
TMP INLAND EMPIRE VI, LTD.
(A California Limited Partnership)
Notes to Financial Statements
September 30, 2000
(unaudited)
Note 1 - General and Summary of Significant Accounting Policies
General - TMP Inland Empire VI, Ltd. (the Partnership) was organized in 1990 in
-------
accordance with the provisions of the California Uniform Limited Partnership Act
for the purpose of acquiring, developing and operating real property in the
Inland Empire area of Southern California.
Accounting Method - The Partnership's policy is to prepare its financial
---------- ------
statements on the accrual basis of accounting.
Investment in Unimproved Land - Investment in unimproved land is stated at the
---------- -- ---------- ----
lower of cost or fair value. 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 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).
Use of Estimates - The preparation of financial statements in conformity with
--- -- ---------
generally accepted accounting principles requires management 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 the reported amounts of 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 that
geographical area. The Partnership attempts to mitigate any potential risk by
continually monitoring the market conditions and holding the land parcels
through any periods of declining market conditions.
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 payable
annually by the Partnership is $800.
7
TMP INLAND EMPIRE VI, LTD.
(A California Limited Partnership)
Notes to Financial Statements
September 30, 2000
(unaudited)
Note 2 - Organization of the Partnership
The Partnership was originally formed on March 20, 1990, with TMP Properties (A
California General Partnership) and TMP Investments, Inc. (A California
Corporation) as the general partners ("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
were to be held for investment, appreciation, and ultimate sale and/or
improvement of all or portion thereof, either alone or in conjunction with a
joint venture partner. During 1995, the Partnership sold 11 acres in Palm Desert
and 42 acres in Adelanto. The land was sold at a combined loss of $386,393, but
enabled the Partnership to pay off certain notes payable and replenish cash
reserves. The Partnership carried a $248,000 note from the Adelanto sale, but as
of December 31, 1997 the Partnership had foreclosed on the note and taken back
the land. In June 1999, the Partnership sold approximately 70 acres in Palm
Desert. The sale price of the property was $4,800,000 and the Partnership
recorded a gain of $479,048 (excluding the "manager profit participation" as
defined in the Management Agreement of $456,666 that was paid to PacWest, payoff
of the note payable and certain property taxes).
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
8
TMP INLAND EMPIRE VI, LTD.
(A California Limited Partnership)
Notes to Financial Statements
September 30, 2000
(unaudited)
Note 4 - Allocation of Profits, Losses and Cash Distributions (continued)
contributions plus a cumulative, non-compounded return of 6% per annum on there
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.
A distribution of $2,875,000 to the limited partners and $28,750 to the General
Partners occurred in July 1999. There were no distributions during the
nine-month periods ended September 30, 2000 or 1999.
Note 5 - Agreements with PacWest Inland Empire, LLC (PacWest)
In March 1998, the General Partners entered into an agreement (the Financing
Agreement) with PacWest, a Delaware Limited Liability Company, whereby PacWest
paid the General Partners of the Partnership and ten other related partnerships
(the TMP Land Partnerships) a total of $300,000 and agreed to pay up to an
additional $300,000 for any deficit capital accounts for these 11 partnerships
in exchange for the rights to the general partners' distributions; referred to
as a "distribution fee" as defined by the Financing Agreement.
In addition, PacWest has agreed to loan and/or secure a loan for the TMP Land
Partnerships in the amount of $2,500,000. Loan proceeds will be allocated among
the 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 the Partnership at 12% simple interest
beginning April 1, 1998. The borrowings are secured by the Partnership's
properties, and funds will be loaned, as needed, in the opinion of the general
partners. These funds are not to exceed 50% of the 1997 appraised value of the
properties, and will primarily be used to pay for on-going property maintenance,
pay down existing debt, property taxes in arrears, appropriate entitlement costs
and partnership operations.
As of September 30, 2000 the TMP Land Partnerships have been funded
approximately $3,080,000 by PacWest. An addendum to the Financing Agreement
which states PacWest shall be entitled to increase the aggregate amount of the
loan by written agreement is currently being approved by both the General
Partners and PacWest. Upon signing of this addendum, PacWest, can, at their
option and with the written agreement of the General Partners, make additional
9
TMP INLAND EMPIRE VI, LTD.
(A California Limited Partnership)
Notes to Financial Statements
September 30, 2000
(Unaudited)
Note 5 - Agreements with PacWest Inland Empire, LLC (continued)
advances and the aggregate amount of cash loaned to the TMP Land Partnerships is
not limited to a maximum of $2,500,000.
Pursuant to the Financing Agreement, PacWest has acquired the General Partners'
unsubordinated 1% interest in the Partnership and assumed responsibility for all
partnership administration while not replacing any of the General Partners.
In April 1998, PacWest entered into management, administrative and consulting
agreement ("The Management Agreement") with the General Partners to provide the
Partnership with overall management, administrative and consulting services.
PacWest currently contracts with third party service providers to perform
certain of the financial, accounting, and investor relations' services for the
Partnership. PacWest will charge a fee for its administrative services equal to
an amount not to exceed the average reimbursements to the General Partners for
such services over the past five years. As of September 30, 2000, the
Partnership has $4,685 due to PacWest related to the aforementioned agreements.
Note 6 - 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 approximately
$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.
During 1999, approximately $7,000 of property service fees were paid by the
Partnership on behalf of an affiliate, TMP Inland Empire V, Ltd. This amount was
reimbursed to the Partnership in August 1999.
Notes 7 - Notes Payable
The Partnership entered into a loan agreement with an outside party who
performed engineering services for various land parcels. The total loan amount
was originally $108,408 and due on February 28, 1998. The note was renegotiated
in 1997 to a face amount of $112,719. The note
10
TMP INLAND EMPIRE VI, LTD.
(A California Limited Partnership)
Notes to Financial Statements
September 30, 2000
(Unaudited)
Notes 7 - Notes Payable (continued)
was secured by a deed of trust on a parcel of land owned by the Partnership in
Adelanto, California. Interest accrued at 10% per annum, payable upon the due
date of the note. Interest payable as of December 31, 1999 was approximately
$21,000. The note was guaranteed by the three general partners of TMP Properties
and by TMP Properties. The note was repaid in full in February 1999.
The Partnership entered into a loan agreement with an outside party by offering
parcels owned by the Partnership as collateral. The total loan amount of
$250,000 accrued interest at 13.5% per annum, and the interest was payable
monthly. The note was secured by a deed of trust on a parcel of land owned by
the Partnership in Palm Desert, CA. The note was repaid in full in June 1999.
Note 8 - Sale of Property
In June 1999, the Partnership sold approximately 70 acres of property in Palm
Desert, California. The following is a summary of the property sale:
Sales Price $ 4,800,000
Cost of Property 3,534,200
Capitalized Carrying Costs 478,023
Sales Costs 308,729
-------
Total Costs (4,320,952)
-----------
Gain on Sale of Property $ 479,048
============
In addition, the Partnership paid a "manager profit participation" as defined in
the Management Agreement to PacWest related to this sale of property of
$456,666.
11
TMP INLAND EMPIRE VI, LTD.
(A California Limited Partnership)
September 30, 2000
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, which appear elsewhere in this report.
This Quarterly Report on Form 10-QSB contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, 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
words 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 property regarding matters that are
not historical are forward-looking statements. 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.
Results of Operations
---------------------
The following discussion should be read in conjunction with the attached
financial statements and notes thereto and with the Partnership's audited
financial statements and notes thereto for the fiscal year ended December 31,
1999.
During the period from inception (March 20, 1990) through December 31, 1990, the
Partnership was engaged primarily in the sale of Units of Limited Partnership
Interest ("Units") and the investment of the subscription proceeds to purchase
parcels of unimproved real property.
12
TMP INLAND EMPIRE VI, LTD.
(A California Limited Partnership)
September 30, 2000
During 1995 certain cash revenues were received from the rental of houses
located on one parcel at the time of its purchase and interest income earned on
cash reserves. In addition, the Partnership sold 11 acres in Palm Desert and 42
acres in Adelanto. The land was sold at a combined loss of $386,393, but enabled
the Partnership to pay off certain notes payable and replenish cash reserves.
The Partnership carried a $248,000 note from the Adelanto sale, but as of
December 31, 1997 the Partnership had foreclosed on the note and taken back the
land. In June 1999 the Partnership sold approximately 70 acres in Palm Desert.
The sale price of the property was $4,800,000 and the Partnership recorded a
gain of $479,048 (excluding the "manager profit participation" as defined in the
Management Agreement of $456,666 that was paid to PacWest, payoff of the note
payable and certain property taxes)
During the years ended December 31, 1996 - 1998 the only revenue earned was
interest income on cash reserves.
The Partnership's management believes that inflation has not had a material
effect on the Partnership's results of operations or financial condition.
Fiscal Quarters Ended September 30, 2000 and 1999
-------------------------------------------------
Partnership revenues during the three and nine month periods ended September 30,
2000 and 1999 consisted primarily of interest income earned on cash reserves.
During the three month period ended September 30, 1999, income was recognized of
approximately $38,000 relating to the reimbursement of funds that were overpaid
by the Partnership in Q2 1999 to reduce the Manager Profit Participation. In
addition, during the nine-month period ended September 30, 2000 approximately
$1,100 was received as a refund for property taxes paid on 70 acres of property
in Palm Desert, CA that was sold in 1999.
In June 1999, the Partnership sold approximately 70 acres of property in Palm
Desert, CA. The following is a summary of the property
sale:
Sales Price ................... $ 4,800,000
Cost of Property ......... 3,534,200
Capitalized Carrying Costs 478,023
Sales Costs .............. 308,729
--------
Total Costs ................... (4,320,952)
-----------
Gain on Sale of Property ...... $ 479,048
==========
13
TMP INLAND EMPIRE VI, LTD.
(A California Limited Partnership)
September 30, 2000
In addition, the Partnership paid a "manager profit participation" as defined in
the Management Agreement to PacWest related to this sale of property of
$456,666.
In addition to the above, investing activities for the nine months ended
September 30, 2000 used approximately $57,000 of cash mainly to pay development
and carrying costs of the land held for investment. Investing activities for the
nine-month period ended September 30, 1999 provided approximately $4,337,000 of
cash relating to the sale of property discussed above. The property sale net
proceeds of $4,800,000 were partially reduced due to the payment of selling
expenses of that property of $308,729 and approximately $155,000 to pay
development and carrying costs of the land held for investment. Financing
activities for the nine months ended September 30, 1999 used approximately
$3,266,000. Approximately $2,904,000 was used to pay distributions to the
General and limited partners and approximately $363,000 to payoff certain notes
payable.
Total expenses for the three months ended September 30, 2000 compared with the
three months ended September 30, 1999, increased by approximately $3,300 due
primarily to the increase in Outside Professional Services. PacWest contracted
with a consultant to provide the Partnership with certain expertise. The
addition of this consultant is the primary explanation for the increase in
Outside Professional Services for the three-month period ended September 30,
2000.
Total expenses for the nine months ended September 30, 2000 compared with the
nine months ended September 30, 1999, decreased by approximately $482,000 due
primarily to the decrease in Accounting and Financial Reporting, Interest
Expense and Manager Profit Participation. Accounting & Financial Reporting
decreases are directly related to the restatement of financial statements in
prior years. Manager Profit Participation to PacWest of $456,666 is due to the
payment of the "manager profit participation" as defined in the Management
Agreement. Interest expense decreased by $20,157 due to reimbursement by the
Partnership to PacWest for all significant advances in accordance with the
Financing Agreement when the property was sold, as discussed above.
The Partnership had six properties as of September 30, 2000 that are being held
for appreciation and resale. Three of the properties are currently listed for
sale at sales prices ranging from $154,000 - $850,000. Upon the sale of each
property, the Partnership intends to payback PacWest loans, including interest,
and then distribute the sales proceeds, less any reserves needed for operations,
to the partners.
14
TMP INLAND EMPIRE VI, LTD. (A California Limited Partnership) September 30, 2000
Liquidity and Capital Resources
-------------------------------
The Partnership has raised a total of $10,236,125, net of syndication costs,
from the sale of Units. During the period from inception through December 31,
1997, the Partnership acquired a total of eleven properties for all cash at a
total expenditure of $10,724,808. The Partnership capitalized the acquisition
costs of the property and direct carrying costs, such as interest and property
taxes. The Partnership does not intend to acquire any additional properties. The
remaining six properties are being held for resale. Upon sale, if any, the
Partnership intends to distribute the sales proceeds, less any reserves needed
for operations, to the partners.
The Partnership owns land in the Riverside and San Bernardino counties. That
region of Southern California experienced a significant economic recession that
has substantially eroded the value of real estate in that area. The region is
beginning to show some signs of recovery; however, the recovery has been very
slow.
There are no current plans to further develop any of the parcels, and it is
expected that no such plans would be undertaken unless adequate funding could be
obtained, either from the sale or refinancing of parcels or from a joint venture
partner.
In March 1998, the General Partners entered into the Financing Agreement with
PacWest, whereby PacWest paid the General Partners of the Partnership and the
TMP Land Partnerships a total of $300,000 and agreed to pay up to an additional
$300,000 for any deficit capital accounts for these 11 partnerships in exchange
for the rights to the General Partners' distributions; referred to as a
"distribution fee" as defined by the Financing Agreement.
In addition, PacWest has agreed to loan and/or secure a loan for the TMP Land
Partnerships in the amount of $2,500,000. Loan proceeds will be allocated among
the 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 the Partnership at 12% simple interest
beginning April 1, 1998. The borrowings are secured by the Partnership's
properties, and funds will be loaned, as needed, in the opinion of the general
partners. These funds are not to exceed 50% of the 1997 appraised value of the
properties, and will primarily be used to pay for on-going property maintenance,
pay down existing debt, property taxes in arrears, appropriate entitlement costs
and partnership operations.
As of September 30, 2000 the TMP Land Partnerships have been funded
approximately $3,080,000 by PacWest. An addendum to the Financing Agreement
which states PacWest shall be entitled to increase the aggregate amount of the
loan by written agreement is currently being approved by both the General
Partners and PacWest. Upon signing of this addendum, PacWest, can, at their
option and with the written agreement of the General Partners, make additional
advances and the aggregate amount of cash loaned to the TMP Land Partnerships is
not limited to a maximum of $2,500,000.
15
TMP INLAND EMPIRE VI, LTD.
(A California Limited Partnership)
September 30, 2000
Pursuant to the Financing Agreement, PacWest has acquired the General Partners'
unsubordinated 1% interest in the Partnership and assumed responsibility for all
partnership administration while not replacing any of the General Partners.
In April 1998, PacWest entered into the Management Agreement with the General
Partners to provide the Partnership with overall management, administrative and
consulting services. PacWest currently contracts with third party service
providers to perform certain of the financial, accounting, and investor
relations' services for the Partnership. PacWest is paid an annual fee of
$10,452 for its administrative services.
16
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: November 15, 2000
TMP INLAND EMPIRE VI, LTD.
A California Limited Partnership
By: TMP Investments, Inc., A California Corporation
as Co-General Partner
By: \s\ William O. Passo
-------------------------------------
William O. Passo, President
By: \s\ Anthony W. Thompson
-------------------------------------
Anthony W. Thompson, Exec. Vice President
By: TMP Properties, A California General Partnership
as Co-General Partner
By: \s\ William O. Passo
-------------------------------------
William O. Passo, Partner
By: \s\ Anthony W. Thompson
-------------------------------------
Anthony W. Thompson, Partner
By: \s\ Scott E. McDaniel
-------------------------------------
Scott E. McDaniel Partner
By: JAFCO, Inc., A California Corporation as Chief Accounting
Officer
By: \s\ John A. Fonseca
-------------------------------------
John A. Fonseca, President
17
