<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
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. 0-19916
TMP INLAND EMPIRE V, 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 Identification No.)
incorporation or organization)
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> 2
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.
2
<PAGE> 3
TMP INLAND EMPIRE V, LTD.
A California Limited Partnership
Balance Sheets
<TABLE>
<CAPTION>
Assets March 31, 1998 December 31, 1997
<S> <C> <C>
Cash $ 17,869 $ 32,509
Notes & Accounts Receivable (Note 3) 84,982 92,010
Interest Receivable 486 0
Investment in Unimproved Land (Note 1) 6,573,291 6,499,000
Total Assets $ 6,676,628 $ 6,623,519
=========== ===========
Liabilities and Partners Capital
Accounts Payable and Accrued Liabilities $ 0 $ 3,295
Property Taxes Payable (Note 6) 234,867 180,150
Commissions Payable (Note 4) 5,400 5,400
Notes Payable (Note 5) 125,000 125,000
Total Liabilities $ 365,267 $ 313,845
=========== ===========
Partners' Capital
General Partners $ (26,068) $ (26,084)
Limited Partners 10,000 Equity
Units Authorized and Outstanding 6,337,429 6,335,758
Total Partners Capital $ 6,311,361 $ 6,309,674
Total Liabilities and Partners Capital $ 6,676,628 $ 6,623,519
=========== ===========
</TABLE>
3
<PAGE> 4
TMP INLAND EMPIRE V, LTD.
A California Limited Partnership
Statements of Income
<TABLE>
<CAPTION>
Three Months Ended
March 31 March 31
1998 1997
<S> <C> <C>
$ $
Land Sales 0 0
Cost of Land Sales 0 0
Gross Profit 0 0
Interest and Other Income 1,686 2,370
Gross Income 1,686 2,370
General & Admin. Expense 0 0
Net Income (Loss) 1,686 1,715
===== =====
Allocation of Net Income (Loss)(Note 2):
General Partners 16 17
Limited Partners 1,670 1,698
Limited Partners Per Unit .16 .17
</TABLE>
4
<PAGE> 5
TMP INLAND EMPIRE V, LTD
A California Limited Partnership
Statement of Cash Flows
<TABLE>
<CAPTION>
Three Months Ended March 31,
1998 1997
<S> <C> <C>
Net Income (Loss) $ 1,686 $ 1,715
Non-Cash Adjustment:
Amortization of Organization Costs 0 0
Adjustments to Reconcile Net Income (loss)
to net cash used in operating activities:
Incr./Decr. In Invest. in unimproved Land (74,291) (45,780)
Incr./Decr. In Receivables (486) 0
Increase in Prepaid Expense 0 0
Increase in Accounts Payable and
Accrued Liabilities 51,422 14,865
Net Cash provided by (used in)
Operating Activities (21,669) (29,200)
Notes Receivable 7,029 4,649
Notes Payable 0 0
-------- --------
Net Cash provided by financing activities 7,029 4,649
======== ========
Net Increase/Decrease in Cash (14,640) (24,551)
Cash, Beginning of Period 32,509 68,795
Cash, End of Period 17,869 44,244
======== ========
</TABLE>
5
<PAGE> 6
TMP INLAND EMPIRE VII, 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 V, 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 85 percent to the limited partners and 15 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 - Note Receivable
As of March 31, 1998, the Partnership had a note receivable relating to a
property sale in 1995. The note bears interest at seven percent per annum with
monthly principal and interest payments of $3,000.
6
<PAGE> 7
NOTE 4 - Commissions Payable
As of March 31, 1998 and 1997, the Partnership had a payable to a related party
for services rendered relating to sales of properties in 1989 and 1990.
NOTE 5 - Note Payable
As of March 31, 1998, the Partnership had a note payable to a private mortgage
company. The loan bears interest at 15% per annum and matures August 1, 1998.
NOTE 6 - Property Taxes Payable
Property Taxes payable as of March 31, 1998 is as follows:
<TABLE>
<S> <C>
1994 48,201
1995 56,269
1996 29,868
1997 35,770
1998 64,759
-------
234,867
=======
</TABLE>
If property taxes remain delinquent for five years, then the County can
foreclose on the property. Management plans to take necessary actions to prevent
foreclosures.
7
<PAGE> 8
TMP INLAND EMPIRE V, 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 periods ended March 31, 1998 and 1997
consisted primarily of interest income.
Operating activities for the three months ended March 31, 1998 and 1997 used
approximately $74,000 and $46,000 of cash, respectively; mainly for the carrying
costs of the land held for investment. Financing activities for the three months
ended March 31, 1998 provided approximately $7,000 from the paydown of the note
receivable. Financing activities for the three months ended March 31, 1997
provided approximately $4,000 from the paydown of the note receivable.
The Partnership had twelve 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.
The Partnership has insufficient cash to meet anticipated cash requirements for
the next twelve months. Management intends to withhold the payment of certain
expenses such as property taxes. If additional cash is needed, management will
attempt to sell one or more parcels of land or procure a loan secured by
Partnership land. However, there is no assurance that management will be able to
accomplish this.
8
<PAGE> 9
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: May 12, 1998 TMP INLAND EMPIRE V, 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
9
<PAGE> 10
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 17,869
<SECURITIES> 0
<RECEIVABLES> 85,468
<ALLOWANCES> 0
<INVENTORY> 6,573,291
<CURRENT-ASSETS> 6,676,628
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 6,676,628
<CURRENT-LIABILITIES> 365,267
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 6,311,361
<TOTAL-LIABILITY-AND-EQUITY> 6,676,628
<SALES> 0
<TOTAL-REVENUES> 1,686
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,686
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,686
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,686
<EPS-PRIMARY> 0.16
<EPS-DILUTED> 0.16
</TABLE>
