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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
[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, 1999
[ ] 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. 0-19916
TMP INLAND EMPIRE V, LTD.,
A CALIFORNIA LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
CALIFORNIA 33-0368324
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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 registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
- ------------------- ------------------------------
N/A N/A
Securities registered under Section 12 (g) of the Exchange Act:
Title of each class Name of each exchange on which registered
- ------------------- ------------------------------
Units of Limited Partnership Interest N/A
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 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 [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB. Yes [] No [X ]
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PART I
ITEM 1. BUSINESS
INTRODUCTION
TMP INLAND EMPIRE V, LTD., a California Limited Partnership (the "Partnership"),
was formed in November 1989, of which TMP Investments, Inc., a California
corporation, and TMP Properties, a California general partnership, are the
general partners (the "General Partners"). The Partnership was formed to
acquire, from nonaffiliated persons, parcels of unimproved real property (the
"Properties") located primarily in Riverside and San Bernardino County,
California. Some of the Properties are or will be planned, zoned and mapped for
single family residential purposes, while others are or will be planned, zoned
and mapped for commercial or industrial uses. Actions by the Partnership to
obtain the desired general/specific plan, zoning and parcel/tract map changes by
or approvals of governmental entities and to subdivide and site plan, are
commonly referred to as "pre-development."
The Properties will 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. If the Properties or portions thereof are
developed, the Partnership intends to hold and manage the same for the
production of income until such time that they determine a sale would be in the
best interests of the Partnership and its limited partners (the "Limited
Partners"). Upon the sale of the last property, the payment of all debts and the
distribution of any remaining proceeds, less necessary reserves, to those
persons entitled thereto pursuant to the Partnership's Agreement(the"Partnership
Agreement"), the Partnership will be dissolved.
TMP Inland Empire V, Ltd., has been formed under the Revised Limited Partnership
Act of the State of California. The rights and obligations of the partners in
the Partnership are governed by the Partnership's Agreement. The following
statements concerning the Partnership Agreement are qualified in their entirety
by the reference to the Partnership Agreement, which has been filed as an
Exhibit to this Form 10-KSB in prior years.
DESCRIPTION OF LIMITED PARTNERSHIP UNITS. The Partnership Agreement authorizes
the issuance and sale of Limited Partnership Units ("Unit(s)")for all cash in
multiples of $1,000 per Unit. A total of 10,000 Units are outstanding and it is
not anticipated that any additional Units will be issued in the future.
Outstanding Units are fully paid and non-assessable.
THE RESPONSIBILITIES OF THE GENERAL PARTNERS. The General Partners have the
management and control of all aspects of the business of the Partnership. On
April 1, 1998, PacWest Inland Empire, LLC ("PacWest"), a California Limited
Liability Company, entered into a 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. The General Partners may, in their absolute discretion, acquire,
mortgage, encumber, hold title to, pledge, sell, release, or otherwise dispose
of real property and interests therein when and upon such terms as they
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determine to be in the best interest of the Partnership and employ such persons,
including, under certain circumstances, affiliates of the General Partners, as
they deem necessary for the efficient operation of the Partnership. It is
provided, however, that the Limited Partners holding, in aggregate, more than
50% of the then outstanding Units must consent to the sale of substantially all
of the assets of the Partnership other than a sale occurring in the ordinary
course of the Partnership's business. The General Partners shall receive only
such compensation as is provided in the Partnership Agreement.
LIABILITIES OF LIMITED PARTNERS/NONASSESSABILITY OF INTERESTS. A Limited
Partner's capital contributed to the Partnership is subject to the risks of the
Partnership's business. Except as specifically provided in the Partnership
Agreement, he is not permitted to take any part in the management or control of
the business and he may not be assessed for additional capital contributions.
Assuming that the Partnership is operated in accordance with the terms of the
Partnership Agreement, a Limited Partner is not liable for the liabilities of
the Partnership in excess of his capital contribution and share of his
undistributed profits. Notwithstanding the foregoing, a Limited Partner is
liable for any distributions made to him if, after such distributions, the
remaining assets of the Partnership are not sufficient to pay its then
outstanding liabilities, exclusive of liabilities of Limited Partners on account
of their contributions, and liabilities for which recourse is limited to
specific Partnership assets.
The Partnership Agreement provides that the Limited Partners shall not be bound
by, or is personally liable for, the expenses, liabilities, or obligations of
the Partnership.
TERM AND DISSOLUTION. The Partnership will continue for a maximum period ending
December 31, 2019, but may be dissolved at an earlier date, if certain
contingencies occur. Prior to dissolution, Limited Partners may not withdraw
from the Partnership but may, under certain circumstances, assign their Units to
others. (See "Transferability of Units," below.) The contingencies whereby the
Partnership may be dissolved are as follows:
1. The withdrawal, adjudication of bankruptcy, dissolution, or death of a
General Partner, unless the remaining General Partner agrees to
continue the business of the Partnership, or if there is no remaining
General Partner, all the Limited Partners agree to continue the
Partnership's business and elect, by consent, one or more new General
Partners to continue its business;
2. A Majority Vote of the total outstanding Units in favor of dissolution
and termination of the Partnership; or
3. The removal of a General Partner, unless the remaining General Partner
agrees to continue the business of the Partnership, or if there is no
remaining General Partner, a majority of the Limited Partners agree to
continue the business of the Partnership and elect, by a Majority Vote
of the total outstanding Units, one or more new General Partners to
continue the Partnership business.
VOTING RIGHTS OF LIMITED PARTNERS. The voting rights of the Limited Partners are
set forth in Section 6 of the Partnership Agreement. The Limited Partners have
the right to vote upon the following matters affecting the basic structure of
the Partnership:
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1. Amendment of the Partnership Agreement (except for amendments not
affecting the rights of the Limited Partners);
2. Removal of a General Partner;
3. Admission of a General Partner;
4. The sale of all, or a substantial part, of the assets of the
Partnership other than in the ordinary course of business;
5. The election to continue the business of the Partnership and the
appointment of successor General Partner after the withdrawal,
adjudication of bankruptcy, death, or dissolution of the sole
remaining General Partner;
6. The election to continue the business of the Partnership and
appointment of a successor General Partner after the removal of the
sole remaining General Partner; or
7. Termination and dissolution of the Partnership, other than after sale
of all the Properties and receipt of all amounts due on any seller
carryback financing.
A majority Vote of the Limited Partnership shall be required for the matters set
forth above to pass and become effective, except for the matters specified in
Item 5, which shall require the unanimous consent of the Limited Partners.
The General Partners may at any time call a meeting of the Limited Partners or
for a vote, without a meeting, of the Limited Partners on matters on which they
are entitled to vote, and shall call for such meeting or vote following receipt
of written request therefore of Limited Partners holding 10% or more of the
total outstanding Units.
Each Unit shall have equal voting rights.
TRANSFERABILITY OF UNITS. Holders of Units shall have the right to assign one or
more whole Units by written instrument the terms of which are not in
contravention of any of the provisions of the Partnership Agreement.
An assignee of record shall be entitled to receive distributions from the
Partnership attributable to the Units acquired by reason of such assignment from
and after the effective date of the assignment of such Units to him; however,
the Partnership and the General Partners shall be entitled to treat the assignor
of such Units as the absolute owner there of in all respects, and shall incur no
liability for allocations of Net Income, Net Loss, or distributions, or
transmittal of reports and notices required to be given to Limited Partners
which made in good faith to such assignor until such time as written instrument
of assignment has been received by the Partnership and recorded on its books.
The effective date of an assignment of Units (of which assignment the
Partnership has actual notice) on which the Assignee shall be deemed an Assignee
of record shall not be later than the first day of the fiscal quarter following
the date set forth on the written instrument of assignment.
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Any assignment, sale, exchange or other transfer in contravention of any of the
provisions of the Partnership Agreement shall be void and ineffectual, and shall
not bind or be recognized by the Partnership.
An assignee may only be substituted as a Limited Partner in the place of the
assignor Limited Partner with the prior consent of the General Partners. Any
substituted Limited Partner must agree to be bound by the provisions of the
Partnership Agreement.
BOOKS AND RECORDS. At all times during the term of the Partnership, the General
Partners will keep true and accurate books of account of all the financial
activities of the Partnership. These books of account are kept open for
inspection by the Limited Partners or their representatives at any reasonable
time. The General Partners may make such elections for federal and state income
tax purposes as they deem appropriate and the fiscal year of the Partnership is
the calendar year unless changed by the General Partners with the consent of the
Commissioner of the Internal Revenue Service.
DISTRIBUTIONS, NET INCOME AND NET LOSS
ALLOCATION OF NET INCOME AND NET LOSS FROM OPERATIONS. Until such time that all
Limited Partners have received allocations of net income from the Partnership
equal to a 6% cumulative, but not compounded, preferred return on adjusted
Capital Contributions (the "Preferred Return"), Net Income shall be allocated
99% to all Units, which will be further allocated among such Units on a pro rata
basis, and 1% to the General Partners. Until such time that all Limited Partners
have received Distributions equal to their Capital Contributions plus their
Preferred Return, Net Losses shall be allocated 99% to all Units, allocated
among them on a pro rata basis, and 1% to the General Partners. Thereafter,
Partnership Net Income, Net Loss, and all items of Partnership deduction and
credit shall be allocated 15% to the General Partners and 85% to all Limited
Partners, pro rata, according to the number of Units owned. The foregoing
allocations are subject to certain requirements of the Internal Revenue Code of
1986, as amended (the "Code"), as set forth in Section 4.5 of the Partnership
Agreement.
ALLOCATION OF PROFITS AND LOSSES ON SALES OF PROPERTY. Profits and Losses on
Sales of Property are allocated as set forth in Section 4.5(f) and 4.5(g),
respectively, of the Partnership Agreement.
DISTRIBUTIONS. Distributions of Distributable Cash from Operations, if any, will
be made annually within 90 days after the end of the Partnership's fiscal year
and shall be allocated 99% to the Limited Partners and 1% to the General
Partners until the Limited Partners have received cumulative Distributions in an
amount equal to their Capital Contributions plus their unpaid Preferred Return,
after which time Distributions of Distributable Cash from Operations shall be
allocated 85% to the Limited Partners and 15% to the General Partners. Except
for Distributions on Dissolution described in Section 8.2 of the Partnership
Agreement, Distributions of Cash from Sale or Refinancing of Partnership
Properties shall be distributed to the Partners at such times as the General
Partners shall determine in the same manner as Distributions of Distributable
Cash from Operations. The General Partners have the right to use Cash from the
Sale or Refinancing of Partnership Properties to pay seller financed debt
without making a Distribution to Partners; provided, however, that sufficient
funds, if available, shall be distributed to the Limited Partners to pay any
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resulting state or federal income tax, assuming that all such Limited Partners
are in a 28% tax bracket.
INVESTMENT OBJECTIVES; RISKS
In general, the investment objectives of the Partnership may be summarized as
follows:
(a) Preservation and return of the Partners' capital.
(b) Capital appreciation.
(c) Added value through pre-development activity (zoning, subdivision,
site planning, and engineering).
(d) Cash flow after return of capital.
(e) Minimization of risk by maintaining minimum partnership debt.
The General Partners are, at all times, guided by a policy of realizing profit
intended to result in gain for the Limited Partners upon ultimate disposition of
the Properties. There can, however, be no assurance or guarantee that the
decisions made by the General Partners will result in the realization of any
profit.
The Partnership is subject to the risks generally incident to the ownership of
real estate, including the uncertainty of cash flow to meet fixed or variable
obligations; adverse changes in national economic conditions; changes in the
investment climate for real estate investment; lack of geographic
diversification; adverse changes in local market conditions, such as changes in
the supply of, or demand for competing properties in an area; changes in
interest rates and the availability of permanent mortgage funds, which may
render the sale or refinancing of a property difficult or unattractive; changes
in real estate tax rate and other operating expenses, governmental rules
(including, without limitations, zoning laws and fiscal policies); known and
unknown environmental conditions on the property and acts of God that may result
in uninsured losses (including, without limitation, earthquakes and floods).
The purchase of property to be developed or constructed is subject to more risks
than is involved in the purchase of property with an operating history. In the
event the General Partners decide to develop the Properties, the Partnership
will be subject to the risk that there may be unanticipated delays in, or
increases in costs of, development and construction as a result of factors
beyond the control of the General Partners. These factors may include, among
others, strikes, adverse weather, material shortages, and increases in the cost
of labor and materials. Such factors can result in the increased cost of a
project and corresponding depletion of the Partnership's working capital and
reserves, or loss of the Partnership's investment as a result of foreclosure by
a construction or other lender. Additional risks may be incurred where the
Partnership makes periodic progress payments or other advances to the builders
prior to completion of the construction. It should also be noted that the
development of unimproved real property is a time-consuming process that often
involves governmental approval of site and development plans, environmental
studies and reports, traffic studies, and similar items.
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The Partnership may enter into joint ventures in order to accomplish the
development of the Properties. Such transactions may create risks not otherwise
present, such as the joint venture's investment objectives may be inconsistent
with the investment objectives of the partnership.
If the Partnership develops the Properties, either alone or in conjunction with
joint venture partners, construction arrangements will be made at that time. As
of the date of this Form 10-KSB, no arrangements have been entered into or
negotiated with any person for the development of any of the Properties.
If the Partnership requires a loan to finance pre-development or development
activities, or to pay off or refinance an existing loan on a given property, the
availability and cost of such a loan is uncertain due to money market
fluctuations. The General Partners are unable to predict the effects of such
fluctuations on the Partnership. Money market conditions, which may exist if and
when the Partnership seeks to obtain any financing with respect to the
Partnership for development or other purposes, may make such financing difficult
or costly to obtain and may have an adverse effect on the Partnership's ability
to develop the Properties. Additionally, such conditions may also adversely
affect the ability of the Partnership to sell the Properties when a sale is
determined to be in the best interests of the Partnership, and may affect the
terms of any such sale.
The Partnership's investment objectives must be considered speculative and there
is no assurance that the Partnership will fulfill them.
SELLING POLICY
The Partnership seeks to sell all Properties for all cash. However, if the
General Partners deem it to be in the best interests of the Partnership and its
Limited Partners, the Partnership will sell one or more of the Properties in
exchange for receiving part of the purchase price in cash at the time of sale
and receiving the balance of the purchase price on a deferred basis. The
deferred amount will be evidenced by an interest-bearing promissory note secured
by a deed of trust on the Property sold. However, the Partnership does not
intend to carry bank any promissory notes unless it obtains a first priority
lien against the Property sold.
COMPETITION
It is anticipated that the Partnership will encounter considerable competition
in the pre-development, development, operation, and eventual sale of the
Properties. Even under the most favorable marketing conditions, there is no
guarantee that the Properties can be pre-developed, developed, operated, or
sold, and if sold, that such sale will be made upon terms favorable to the
Partnership. Similarly, there is no guarantee that the Partnership will be able
to conduct profitable operations on the Properties, if and when they are
developed.
GOVERNMENTAL POLICIES
The Partnership's pre-development and development plans for the Properties, as
well as the value of the Properties, are dependent in large part on governmental
action. the following is a partial list of some, but not all, of the potential
problems that could arise due to governmental action or inaction.
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ZONING/PLANS/MAPS/PERMITS. Certain of the parcels are not zoned for the uses
anticipated by the Partnership. Applications have been or will be made to change
the zoning for certain of those parcels.. As described under Item
2."Properties," some Properties have already been rezoned, but no assurances can
be given that all such rezoning changes will be approved. Zoning changes are
dependent on, among other things, whether or not such change would be consistent
with the General and Specific Plan for a given area. Further, final parcel/tract
maps have not been approved for all Properties, nor have any grading or building
permits been obtained. In the event that such Properties do not receive the
zoning desired by the General Partners, or if final maps are not approved or
permits not obtained, the value of those parcels to the Partnership and to
others may be reduced and the investment results of the Partnership may be
adversely affected.
GROWTH INITIATIVES. Many counties and cities in California have been subject to
so called "slow growth" initiatives which could seriously affect the ability to
timely develop properties located within a county or city passing such an
initiative. Although no such initiatives are currently pending, such an
initiative could adversely affect the use or value of those of the Properties
located within such county or city.
PROPERTY TAX REFORM AND RENT CONTROL. Statewide property tax reform has reduced
real property taxes in California. However, subsequently enacted statewide
implementing legislation may cause real property taxes in California to increase
at a more rapid rate than previously experienced and legislation enacted in
certain municipalities in response to the statewide reform requires owners of
real property to pass through property tax saving to residential and certain
commercial tenants by various means, including rent reduction. It is also
possible that legislation at the state or local level may be enacted in
California, which may include some form of rent control applicable to the
Partnership. In addition, certain fees and charges associated with the
acquisition and ownership of real property in California have been increased to
offset decreases in local revenue resulting from the property tax reduction.
OTHER GOVERNMENTAL INTERVENTION. There can be no assurance that there will be no
governmental intervention with respect to the Properties that would adversely
affect the use or value of the Properties. For example, building moratoriums,
changes in general or specific plans, down-zoning of the Properties or
unanticipated environmental regulation and special assessment district
development fees could impair the value of the Properties.
ENVIRONMENTAL
The Partnership may be required in certain instances to obtain environmental
impact, biological impact or other similar reports prior to development of the
Properties. Such reports may indicate conditions which make it more expensive
(or in rare cases, impossible) to develop a Property in a manner anticipated by
the Partnership, or may cause delays in the development of a Property. If
hazardous materials contaminate a Property, the Partnership could incur
substantial clean up costs under federal, state and local laws, which could
adversely affect the investment results of the Partnership.
The General Partners know of no environmental conditions on the Properties that
would adversely affect the investment results of the Partnership.
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EMPLOYEES
The Partnership has no employees. Management of the Partnership is provided by
the General Partners.
ITEM 1(D). FOREIGN OPERATIONS
The Partnership has no foreign operations in foreign countries.
ITEM 2. PROPERTIES
The Partnership acquired for cash, free of monetary encumbrances, a total of
fourteen properties, some of which consist of more than one parcel. All of the
Properties are in the area of Southern California known as the "Inland Empire."
While no fixed geographical boundary identifies the Inland Empire, the General
Partners consider the Inland Empire to include most of the western portion of
Riverside and San Bernardino counties and to be roughly bounded by the cities of
Corona on the west, the Coachella Valley (Palm Springs area) on the east, the
City of Victorville on the north and Murrieta (formerly Rancho California) on
the south.
Included in this area are the communities of Perris, Sun City, Moreno Valley,
Riverside, Beaumont, San Jacinto, Palm Desert, Murrieta (formerly Rancho
California) and Elsinore in Riverside County, and Fontana, Rialto, Rancho
Cucamonga, Ontario, San Bernardino Highlands and Chino in San Bernardino County.
The Properties are unimproved and presently produce no operating income. It is
possible that future economic conditions, governmental actions or other factors
may deter or prevent the Partnership from pre-developing or developing the
Properties. In such event, the potential profitability, if any,with respect to
the Properties would be dependent upon appreciation of the Properties and
the Partnership's ability to refinance and sell the same. There can be no
assurance that the Properties, even if developed by the Partnership, can be
operated or ultimately sold for a profit.
The Partnership owns or has owned the following properties:
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<CAPTION>
Date Purchase Date Sales
Property Purchased Price Sold Price
- -------- --------- ----- ---- -----
<S> <C> <C> <C> <C>
Perris 4.85 & 4.09 10-03-89 $ 87,000 * *
10-03-89 $ 82,000 * *
Rialto 10 06-08-90 $ 452,000 * *
Adelanto 10** 11-07-89 $ 90,000 07-25-90 $220,000
Adelanto 40 03-08-90 $ 450,000 * *
Victorville 7 07-10-90 $ 543,900 * *
Victorville 10 03-12-90 $ 1,000,000 * *
Victorville 40**** * 01-12-90 $ 870,000 11-22-95 $241,000
Victorville 10*** * 11-26-91 $ 181,000 03-09-92 $ 52,830
Victorville 76.97 02-20-90 $ 1,100,500 * *
</TABLE>
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<TABLE>
<CAPTION>
Date Purchase Date Sales
Property Purchased Price Sold Price
- -------- --------- ----- ---- -----
<S> <C> <C> <C> <C>
Victorville 64 04-10-90 $ 864,000 * *
Victorville 75 04-16-90 $ 1,012,000 * *
Victorville 63.41 04-23-90 $ 768,000 * *
Adelanto 4.49 05-25-90 $ 260,000 * *
</TABLE>
* These Properties are owned by the Partnership as of December 31, 1999
** Seller first trust deed was foreclosed on and property subsequently resold.
*** An easement was sold to Southern California Edison and the Partnership
retained 6.97 acres.
**** 29 acres were sold.
PERRIS 4.85 & 4.09. These two Properties are contiguous parcels located at the
northwest corner of the intersection of Ethanac Road and Sophie Street in the
County of Riverside. The Properties consist of approximately 4.85 and 4.09
acres. The southeast corners of the Properties abut the City of Perris City
limits.
Ethanac Road is currently unpaved as it fronts the properties and the nearest
paved roads are Margarth and Marie Streets, about one-half mile to the west. The
terrain is somewhat hilly. Ethanac is designated to become Highway 74 and to
provide a straightening of the Highway from its current configuration.
The Properties are approximately 2.5 miles west of I-215, the Escondido
Expressway and one mile south of the present alignment of Highway 74 (the Ortega
Highway).
Currently there is well water, electricity and septic tank sewage available to
the properties. It is anticipated that a Community Facilities District will be
formed which will provide water service, sewer and paved roads. Current zoning
is rural residential. The properties are expected to be listed for sale in the
first quarter of 2000.
RIALTO 10. In place of the Perris 18 parcel discussed in the Offering Circular,
the Partnership purchased the Rialto 10 parcel, a 10 acre parcel zoned for
Industrial. The property is located at Tamarind and Alder, north of Baseline and
south of Highland. Current zoning is industrial. The property is listed for sale
for $650,000.
The expansion for the Rialto Airport to the property across the street as well
as FAA funding for the project have been approved and completed.
ADELANTO 40. This approximately 40 net acre parcel is located at the southwest
corner of Air Base Road and Beaver Street in the City of Adelanto. When this
property was purchased it was zoned R-1 (single family residential). Due to a
General Plan Amendment it is now zoned Light Manufacturing and M-1(manufacturing
industrial). The City has, from its own funds, paved Air Base Road to within 1/4
mile of the property. The property is expected to be listed for sale by Q4 2000.
VICTORVILLE 7 & 10. These two Properties of approximately seven acres and ten
acres, occupy the Southwest and Northwest corners of Mojave Drive and Amethyst
in the City of Victorville.
The properties are currently both zoned C-2, general commercial, and utilities
and sewer are currently approximately one mile to the east. A community
Facilities District has been formed and sewer, water and electricity brought to
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the Properties. Mojave Drive is now a four lane paved road through Victorville
from Interstate 15 to Highway 395. The seven-acre parcel has all offsite
improvements completed.
One of these properties is expected to be listed for sale by Q4 2000.
VICTORVILLE 40. This property actually consists of two 20-acre parcels separated
by an intervening property but both having frontage of Mesa Linda Street in the
City of Victorville. Approximately eleven acres are zoned commercial and
approximately twenty-nine acres are zoned residential (4 units per acre).
Sewer, water and electricity is currently approximately 2.5 miles to the east
along Mojave Road, and the Community Facilities District, which will bring those
amenities to the Property, has already been formed and approved by the City
Council of Victorville, and construction plans are substantially completed.
In November 1995, the Partnership sold 29 acres for $241,000, retaining 11 acres
that have are C-2 (commercial)
VICTORVILLE 10. This 10-acre parcel is zoned residential and is located on
Seneca Road west of Mesa Linda. It is also in the previously mentioned
Victorville Community Facilities District, which will, when funded, bring sewer,
water and electricity to the edge of the Property. In March 1992, the
Partnership sold approximately 3 acres for $52,830 to Southern California
Edison. The property currently consists of 6.94 acres. This property is expected
to be listed for sale in 2000.
VICTORVILLE 76.97, 64, 75, AND 63.41. These four Properties are all contiguous
from El Evado Road to Amethyst fronting on Rancho Road in the City of
Victorville. The Properties actually consist of a full one-half section (320
acres), but approximately 40 acres are lost to a Southern California Edison
easement. There is a specific plan on the property that consists of 1142
residential lots, 274 apartment units, and an office/light industrial overlay
for 186 residential lots. A federal prison is to be housed at George Air Force
Base bringing about 500 jobs to the area. The first phase of the prison is
complete.
All utilities are currently available at the eastern border of the property and
Rancho Road is a fully improved paved road fronting the entire property.
ADELANTO 4.49. The Adelanto 4.49 parcel, located on the northwest corner of
Yucca and Bellflower, is currently zoned Industrial. This property is expected
to be listed for sale in 2000.
ITEM 3. LEGAL PROCEEDINGS
There are no matters requiring disclosure under Item 3.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of Registrants security holders during the
fourth quarter of 1999.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
As of December 31, 1999, there were approximately 932 record holders of Units.
There is no other class of security outstanding or authorized. To the General
Partners knowledge, there has not been, and currently there does not exist, any
trading market for the Units. Accordingly, there was no trading activity during
the fiscal years ended December 31, 1995 - 1999.
CASH DISTRIBUTIONS
There were no cash distributions during the years ended December 31, 1995 -
1999.
A summary of the provisions of the Partnership Agreement regarding distributions
of cash and allocations of net income and losses is set forth in Item 1
"Business", under the subcaption "Distributions, Net Income and Net Loss."
ITEM 6. FINANCIAL INFORMATION
SELECTED FINANCIAL DATA FOR THE YEARS ENDED DECEMBER 31
The following table summarizes selected financial data of the Partnership for
the years ended December 31, 1995 - 1999, and should be read in conjunction with
the more detailed financial statements contained in Item 8 below.
<TABLE>
<CAPTION>
(UNAUDITED)
YEAR ENDED DECEMBER 31
(Not Covered By Auditor's Report)
1999 1998 1997 1996 1995
---------- ----------- --------- --------- --------
<S> <C> <C> <C> <C> <C>
Income -
Sale of Property $ - $ - $ - $ - $ 241,000
Less -
Cost of Property $ - - - - 802,841
----------
Loss on
Property Sale $ - - - - (561,841)
Interest Income $ 3,169 5,039 8,417 2,002 118
---------- ---------- ---------- ----------- ----------
Total Income (Loss) $ 3,169 $ 5,039 $ 8,417 $ 2,202 $ (561,723)
========== ========== ========== =========== ==========
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
1999 1998 1997 1996 1995
---------- ----------- --------- --------- --------
<S> <C> <C> <C> <C> <C>
Net Loss $ (110,901) $ (112,319) $ (33,920) $(3,926,654)$ (568,823)
========== ========= ========== =========== ==========
Net Loss per Unit* $ (10.98) $ (11.12) $ (3.36) $ (388.73)$ (56.31)
========== ========= ========== =========== ==========
Cash distribution
per Unit* $ - $ - $ - $ - $ -
========== ========== = ========== =========== ==========
Total assets $4,961,994 $4,850,923 $4,799,621 $ 4,785,795 $8,546,983
========== ========== ========== =========== ==========
</TABLE>
* (Based on 10,000 Units outstanding at December 31, 1995 - 1999)
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSES 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 Report on Form 10-KSB 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. Such statements are subject to
certain risks and uncertainties, including without limitation those discussed in
"Risk Factors" sections of this report. 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 (November 16, 1989) through December 31, 1990,
the Partnership was engaged primarily in the sale of Units and the investment of
the subscription proceeds to purchase parcels of unimproved real property.
In 1995, the Partnership sold 29 acres of the "Victorville 40" property for a
loss of $561,841. The sale generated cash of $69,327 and a note for $141,000. In
addition, a nominal amount of interest income was earned on funds held.
13
<PAGE>
The Partnership revenues during the fiscal years ended December 31, 1996-1999,
consisted primarily of interest income earned on funds held, and income from the
forfeiture by potential buyers of non-refundable escrow deposits.
The Partnership recognized a loss in 1996 due to the write-down in value of the
Partnership land. The decline in land value was due mainly to the downturn in
Southern California's real estate market.
The Partnership's management believes that inflation has not had a material
effect on the Partnership's results of operations or financial condition.
Years Ended December 31, 1999 and 1998
- --------------------------------------
Partnership revenues during years ended December 31, 1999 and 1998 consisted
primarily of interest income. No properties were sold during the periods
presented.
Investing activities for the years ended December 31, 1999 and 1998 used
approximately $144,000 and $112,000 of cash, respectively; mainly to pay
development and carrying costs of the land held for investment. Financing
activities for the years ended December 31, 1999 and 1998 provided approximately
$33,000 and $32,000, respectively from the payments received on the note
receivable.
Total expenses for the year ended December 31, 1999 compared with the year ended
December 31, 1998, decreased by approximately $3,000, or 3%, due primarily to
the decrease in Accounting and Financial Reporting, Outside Professional
Services and General & Administrative Expenses. These decreases were partially
offset by an increase in Interest Expense of approximately $27,000 pursuant to
the Financing Agreement with PacWest entered into April 1, 1998 and therefore
only nine months of interest expense was incurred during the year ended December
31, 1998. Continuity and experience with the internal accounting staff and
external accountant reviews is the explanation for the decrease in Accounting
and Financial Reporting. Outside Professional Services decrease is due to
certain investor relation expenses incurred during 1998 yet not in 1999. General
and Administrative costs decreased during the year by $19,671 due to certain
services provided during the period ended December 31, 1998 by PacWest pursuant
to the Management Agreement that were not necessary during the same period in
1999.
A decrease of $2,538 was incurred relating to Prepaid & Other Expenses due to
the requirement of certain vendors requesting prepayment of their fees during
1998 for 1999 services. No such request was made during the period ended
December 31, 1999.
Due to Affiliates increases as the Partnership pays its' operating costs. As
discussed above, and pursuant to the Financing Agreement, all funds required to
pay for operating costs are received from PacWest.
The Partnership had nine properties as of December 31, 1999 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.
14
<PAGE>
Liquidity and Capital Resources
- -------------------------------
The Partnership has raised a total of $8,918,182, net of syndication costs, from
the sale of Units. During the period from inception through December 31, 1995,
the Partnership acquired a total of fourteen properties for all cash at a total
expenditure of $8,891,712. 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
nine 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 procured a $125,000 loan in 1996 secured by certain partnership
property. The note was due in August, 1999 and has been extended until August
2002.
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.
In March 1998, the General Partners entered into an agreement (the Financing
Agreement) with PacWest, whereby PacWest paid a total of $300,000 to the General
Partners and ten other related partnerships (the TMP Land Partnerships). PacWest
agreed to pay up to an additional $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.
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 the 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, reduction of existing debt, property taxes in arrears, appropriate
entitlement costs and partnership operations.
As of December 31, 1999 the TMP Land Partnerships have been funded approximately
$2,600,000 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.
The Partnership is currently soliciting third party financing for a total of
$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.
15
<PAGE>
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
$11,520 for its administrative services.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following financial statements are filed as a part of this Form 10KSB:
Page No.
For the fiscal years ended December 31, 1999 and 1998
Report of Independent Auditors 17
Balance Sheets as of December 31, 1999 and 1998 18
Statements of Operations for the years ended
December 31, 1999 and 1998 19
Statements of Partners' Capital for the years ended
December 31, 1999 and 1998 20
Statements of Cash Flows for the years ended
December 31, 1999 and 1998 21
Notes to Financial Statements 22 - 26
Financial Statement Schedules 27, 28
All other schedules are omitted since the required information is not present or
is not present in amounts sufficient to require submission of the schedule, or
because the information required is included in the Financial Statements and
Notes thereto.
16
<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Partners
TMP Inland Empire V, Ltd.
(A California Limited Partnership)
We have audited the accompanying balance sheets of TMP Inland Empire V, Ltd. as
of December 31, 1999 and 1998, and the related statements of operations,
partners' capital, and cash flows for the years then ended. Our audits also
included the financial statement schedules listed in the Index at Item 14(a).
These financial statements and schedules are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit 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 V, Ltd. as of
December 31, 1999 and 1998, and the results of its operations and its cash flows
for the years then ended, in conformity with accounting principles generally
accepted in the United States. Also, in our opinion, the related financial
statement schedules, when considered in relation to the basic financial
statements taken as a whole, present fairly in all material respects the
information set forth therein.
SWENSON ADVISORS, LLP
An Accountancy Firm
/S/ SWENSON ADVISORS LLP
Temecula, California
March 17, 2000
17
<PAGE>
<TABLE>
<CAPTION>
TMP INLAND EMPIRE V, LTD.
A California Limited Partnership
Balance Sheets
December 31, 1999 and 1998
1999 1998
---- ----
Assets
<S> <C> <C>
Cash $ 2,552 $ 445
Note Receivable (Note 8) 27,303 60,133
Prepaid & Other Expenses 730 3,268
Investment in Unimproved Land, net (Note 1) 4,931,409 4,787,077
------------ ------------
Total Assets $ 4,961,994 $ 4,850,923
============ ============
Liabilities and Partners' Capital
Accrued Expenses $ 1,985 $ 2,776
Due to Affiliates (Note 5 and 6) 418,118 226,737
Property Taxes Payable (Note 9) 148,135 116,753
Franchise Tax Payable 800 800
Commission Payable to Affiliate (Note 6) 5,400 5,400
Note Payable (Note 7) 125,000 125,000
------------ ------------
Total Liabilities 699,438 477,466
General Partners (46,555) (45,446)
Limited Partners: 10,000 Equity Units
Authorized and Outstanding 4,309,111 4,418,903
------------ ------------
Total Partners' Capital 4,262,556 4,373,457
------------ ------------
Total Liabilities and Partners' Capital $ 4,961,994 $ 4,850,923
============ ============
</TABLE>
See Accompanying Notes to Financial Statements
18
<PAGE>
<TABLE>
<CAPTION>
TMP INLAND EMPIRE V, LTD.
A California Limited Partnership
Statements of Operations
For the Years Ended December 31, 1999 and 1998
1999 1998
------------ -----------
Income
<S> <C> <C>
Interest $ 3,169 $ 5,039
------------ -------
Total Income 3,169 5,039
------------ ---------
Expenses
Accounting & Financial Reporting 35,633 44,035
Outside Professional Services 26,202 28,878
General & Administrative 14,987 34,658
Interest 36,448 8,987
------------ -----------
Total Expenses 113,270 116,558
------------ ------------
Loss Before Income Taxes (111,101) (111,519)
State Franchise Tax 800 800
------------ ------------
Net Loss $ (110,901) $ (112,319)
============ ============
Allocation of Net Loss (Note 4):
General Partners, in the Aggregate: $ (1,109) $ (1,123)
============ ============
Limited Partners, in the Aggregate: $ (109,792) $ (111,196)
============ ============
Limited Partners, per Equity Unit: $ (10.98) $ (11.12)
============ ============
</TABLE>
See Accompanying Notes to Financial Statements
19
<PAGE>
<TABLE>
<CAPTION>
TMP INLAND EMPIRE V, LTD.
A California Limited Partnership
Statements of Partners' Capital
For the Years Ended December 31, 1999 and 1998
General Limited
Partners Partners Total
<S> <C> <C> <C>
Partners' Capital (Deficit),
January 1, 1998 $ (44,323) $ 4,530,099 $ 4,485,776
Net Loss for 1998 (1,123) (111,196) (112,319)
------- --------- ---------
Partners' Capital (Deficit),
December 31, 1998 (45,446) 4,418,903 4,373,457
Net Loss for 1999 (1,109) (109,792) (110,901)
------- --------- ---------
Partners' Capital (Deficit),
December 31, 1999 $ (46,555) $ 4,309,111 $ 4,262,556
========== =========== ===========
</TABLE>
See Accompanying Notes to Financial Statements
20
<PAGE>
<TABLE>
<CAPTION>
TMP INLAND EMPIRE V, LTD
A California Limited Partnership
Statements of Cash Flows
For the Years Ended December 31, 1999 and 1998
1999 1998
---------- ----------
Cash Flows from Operating Activities:
<S> <C> <C>
Net Loss $ (110,901) $ (112,319)
Adjustments to Reconcile Net Loss to Net Cash
Provided By Operating Activities:
Increase in Due to Affiliates 191,381 225,805
Decrease (Increase) in Prepaid & Other Expenses 2,538 (3,268)
(Decrease) Increase in Accrued Expenses (791) 1,213
Increase (Decrease) in Property Taxes Payable 31,382 (63,397)
---------- -----------
Net Cash Provided By Operating Activities 113,609 48,034
Cash Flows from Investing Activities:
Increase in Investment in Unimproved Land (144,332) (111,975)
---------- -----------
Net Cash Used In Investing Activities (144,332) (111,975)
Cash Flows from Financing Activities:
Payments received from Note Receivable 32,830 31,877
---------- ------------
Net Cash Provided By Financing Activities 32,830 31,877
---------- ------------
Net Increase (Decrease) in Cash 2,107 (32,064)
Cash, Beginning of Period 445 32,509
---------- ------------
Cash, End of Period $ 2,552 $ 445
========== ============
Supplemental Disclosure of Cash Flow Information:
Cash Paid for Taxes $ 800 $ 800
========== ============
Cash Paid for Interest $ 20,190 $ 22,630
========== ============
</TABLE>
See Accompanying Notes to Financial Statements
21
<PAGE>
TMP INLAND EMPIRE V, LTD.
A California Limited Partnership
Notes to the Financial Statements
December 31, 1999 and 1998
Note 1 - General and Summary of Significant Accounting Policies
General - TMP Inland Empire V, Ltd. (the Partnership) was organized in 1989 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 when properties are sold.
Syndication Costs - Syndication costs (such as commissions, printing, and legal
- -----------------
fees) totaling $1,081,818 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 in 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.
22
<PAGE>
TMP INLAND EMPIRE V, LTD.
A California Limited Partnership
Notes to the Financial Statements
December 31, 1999 and 1998
Note 2 - Organization of the Partnership
The Partnership was originally formed in 1989 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 ten 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. A portion of one parcel was sold in 1992 and the proceeds
were retained for working capital. During 1993, the Partnership foreclosed on
property underlying a note receivable and subsequently sold the property. During
1995, the Partnership sold a portion of one parcel and received a note for
$141,000.
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 10,000 units at $1,000 each to qualified
investors. As of December 31, 1990, all 10,000 units had been sold for total
limited partner contributions of $10,000,000. There have been no contributions
made by the general partners since its formation. 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 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. There were no distributions in 1999 or 1998.
23
<PAGE>
TMP INLAND EMPIRE V, LTD.
A California Limited Partnership
Notes to the Financial Statements
December 31, 1999 and 1998
Note 5 - Agreements with PacWest Inland Empire, LLC.
In March 1998, the General Partners entered into an agreement (the Financing
Agreement) with PacWest Inland Empire, LLC (PacWest), a Delaware Limited
Liability Company, whereby PacWest paid a total of $300,000 to the General
Partners and ten other related partnerships (the TMP Land Partnerships). In
addition, PacWest 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. Pursuant to a management, administrative, and
consulting agreement (the Management 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 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, back property taxes and appropriate entitlement costs.
PacWest, can, at their option, make additional advances with the agreement of
the general partners; however, the aggregate amount of cash loaned to the TMP
Land Partnerships is limited to a maximum of $2,500,000.
As of December 31, 1999 the TMP Land Partnerships have been funded approximately
$2,600,000 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.
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.
24
<PAGE>
TMP INLAND EMPIRE V, LTD.
A California Limited Partnership
Notes to the Financial Statements
December 31, 1999 and 1998
Note 5 - Agreements with PacWest Inland Empire, LLC. (Con't)
The Partnership is currently soliciting third party financing for a total of
$500,000.
In April 1998, PacWest entered into the Management Agreement with the General
Partners of the Partnership 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 December 31, 1999 and 1998, the Partnership has a payable of
$418,118 and $226,737, respectively, including interest to PacWest related to
the aforementioned agreements.
Note 6 - Related Party Transactions
Syndication costs (see Notes 1 and 3) netted against partners' capital
contributions include $1,000,000 of 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 $617,562 paid in
prior years to TMP Properties, TMP Investments, Inc., and the general partners,
for services rendered in connection with the acquisition of the properties.
As of December 31, 1999 and 1998, $5,400 is payable to Regal Realty, a company
wholly owned by Scott E. McDaniel, for services rendered relating to sales of
properties prior to 1990. Mr. McDaniel is a partner of TMP Properties and he was
a shareholder of TMP Investments, Inc. until September 1993 when he sold his
shares to Mr. Passo and Mr. Thompson. Ultimate payment of this amount is
contingent on the Limited Partners receiving an amount equal to their capital
contributions plus a cumulative, non-compounded return of 6% per annum on their
adjusted capital contributions. As of December 31, 1999 the limited partners had
not received such a return and therefore this amount is not currently due.
Approximately $7,000 of property service fees were paid by an affiliated
partnership, TMP Inland Empire VI, Ltd. on behalf of the Partnership during the
year ended December 31, 1999.
25
<PAGE>
TMP INLAND EMPIRE V, LTD.
A California Limited Partnership
Notes to the Financial Statements
December 31, 1999 and 1998
Note 7 - Note Payable
The Partnership borrowed $125,000 from a private mortgage company. The note is
secured by a deed of trust on a parcel of land owned by the Partnership in
Victorville, California. The note was originally due in August 1999. The
Partnership paid an extension fee of approximately $5,400 to extend the due date
of the note until August 1, 2002. The interest rate was reduced from 13% to 12%
per annum and is payable in monthly interest only installments of $1,250. As of
December 31, 1999 and 1998, $60,989 and $45,260, respectively, of interest has
been paid and capitalized to investment in unimproved land.
Note 8 - Note Receivable
The Partnership sold a parcel of land in 1995 and as part of the sale proceeds
received a note for $141,000. The note is secured by a deed of trust and is due
on September 1, 2002. Interest accrues at 7 percent per annum, and monthly
payments of principal and interest of $3,000 began in August 1996. During the
years ended December 31, 1999 and 1998, approximately $3,170 and $4,853,
respectively, of interest was received on this note receivable.
Note 9 - Property Taxes Payable
The property taxes payable of $148,135 relates to property taxes due for various
periods from 1994 to 1997 for which the Partnership has entered into a payment
plan. The plan calls for payment of 25% of the balance due to be paid in April
2000, and 33%, 50% and 100% in subsequent years. Approximate amounts due on the
payment plan are as follows:
April 10, 2000 $ 37,034
April 10, 2001 36,663
April 10, 2002 37,219
April 10, 2003 37,219 $148,135
------- ========
These amounts will increase annually as interest accrues at a rate of 18% on the
remaining balance.
26
<PAGE>
<TABLE>
<CAPTION>
TMP INLAND EMPIRE V, LTD
(A California Limited Partnership)
Schedule II - Real Estate and Accumulated Depreciation
(Schedule XI, Rule 12-28, for SEC Reporting Purposes
For the Year Ended December 31, 1999
COLUMN A B C D E F G H I
- ------------------------------------------------------------------------------------------------------------------------------------
COSTS CAPITALIZED
SUBSEQUENT Gross
TO ACQUISITION amount at Estimated
--------------
Description Initial Carrying which Carried Accumulated Date of Date Depreciable
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 -
Perris, CA $ -0- $ 188,874 $ 0 $ 27,569 $ 216,443 -0- N/A 10/3/89 N/A
Unimproved land -
Rialto, CA $ 21,905 $ 490,180 $ 0 $ 88,034 $ 578,214 -0- N/A 6/8/90 N/A
Unimproved land -
Adelanto, CA $ -0- $ 287,351 $ 0 $ 45,513 $ 332,864 -0- N/A 5/25/90 N/A
Unimproved land -
Adelanto, CA $ 10,038 $ 490,593 $ 0 $ 80,079 $ 570,672 -0- N/A 3/8/90 N/A
Unimproved land -
Victoville, CA $ -0- $ 591,209 $ 0 $ 129,498 $ 720,707 -0- N/A 7/10/90 N/A
Unimproved land -
Victorville, CA $ 19,517 $ 1,090,017 $ 0 $ 139,268 $ 1,229,285 -0- N/A 3/12/90 N/A
Unimproved land -
Victorville, CA $ -0- $ 272,140 $ 0 $ 34,425 $ 306,565 -0- N/A 1/12/90 N/A
Unimproved land -
Victorville, CA $ 96,675 $ 4,129,824 $ 722 $ 591,570 $ 4,722,116 -0- N/A 2/20/90, 4/23/90,
4/16/90, 4/10/90 N/A
Unimproved land -
Victorville, CA $ -0- $ 138,751 $ 0 $ 38,522 $ 177,273 -0- N/A 11/26/91 N/A
$ 148,135 $ 7,678,939 $ 722 $1,174,478 $ 8,854,139 -0-
======= ========= === ========= ========= ===
Less valuation allowance: $3,922,730
----------
Net carrying value $4,931,409
==========
Reconciliation of carrying amount
Beginning balance $ 4,787,077
Additions - Carrying Costs 144,332
-----------
Ending balance $ 4,931,409
===========
</TABLE>
27
<PAGE>
<TABLE>
<CAPTION>
TMP INLAND EMPIRE V, LTD
(A California Limited Partnership)
Schedule II - Real Estate and Accumulated Depreciation
(Schedule XI, Rule 12-28, for SEC Reporting Purposes
For the Year Ended December 31, 1998
COLUMN A B C D E F G H I
- ------------------------------------------------------------------------------------------------------------------------------------
COSTS CAPITALIZED
SUBSEQUENT Gross
TO ACQUISITION amount at Estimated
--------------
Description Initial Carrying which Carried Accumulated Date of Date Depreciable
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 -
Perris, CA $ -0- $ 188,874 $ 0 $ 22,965 $ 211,839 -0- N/A 10/3/89 N/A
Unimproved land -
Rialto, CA $ 18,531 $ 490,180 $ 0 $ 76,578 $ 566,758 -0- N/A 6/8/90 N/A
Unimproved land -
Adelanto, CA $ -0- $ 287,351 $ 0 $ 35,576 $ 322,927 -0- N/A 5/25/90 N/A
Unimproved land -
Adelanto, CA $ -0- $ 490,593 $ 0 $ 61,238 $ 551,831 -0- N/A 3/8/90 N/A
Unimproved land -
Victorville, CA $ -0- $ 591,209 $ 0 $ 102,223 $ 693,432 -0- N/A 7/10/90 N/A
Unimproved land -
Victorville, CA $ 16,442 $ 1,090,017 $ 0 $ 124,807 $1,214,824 -0- N/A 3/12/90 N/A
Unimproved land -
Victorville, CA $ -0- $ 272,140 $ 0 $ 30,414 $ 302,554 -0- N/A 1/12/90 N/A
Unimproved land -
Victorville, CA $ 81,780 $ 4,129,824 $ 722 $ 534,596 $4,665,142 -0- N/A 2/20/90, 4/23/90,
4/16/90, 4/10/90 N/A
Unimproved land -
Victorville, CA $116,753 $ 138,751 $ 0 $ 41,749 $ 180,500 -0- N/A 11/26/91 N/A
$116,753 $ 7,678,939 $ 722 $1,030,146 $8,709,807 -0-
======= ========= === ========= ========= ===
Less valuation allowance: $3,922,730
---------
Net carrying value $4,787,077
==========
Reconciliation of carrying amount
Beginning balance $ 4,675,102
Additions: Carrying Costs 111,975
-----------
Ending balance $ 4,787,077
===========
</TABLE>
28
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There are no disagreements with the Independent Accountants. On April 14, 1999
the registrant filed a Form 8-K in which it terminated the accounting firm of
Balser, Horowitz, Frank & Wakeling and appointed the independent accounting firm
of Swenson Advisors, LLP.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
The Partnership has no employees and no directors or executive officers. The
General Partners provides management of the Partnership. On April 1, 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.
TMP Properties, a California general partnership, and TMP Investments, Inc., a
California corporation, are the General Partners of the Partnership. TMP
Properties was formed on July 14, 1978. TMP Properties' principal business has
been the acquisition of undeveloped land and the coordination of activities
necessary to add value to such land, primarily through the pre-development
process. It has syndicated numerous private real estate limited partnerships,
and eleven public real estate limited partnerships. All of the properties
purchased by such partnerships were located in the Western United States,
primarily in the State of California. Each of such limited partnerships involved
a specified real property program in which TMP Properties or TMP Investments,
Inc was the general partner. The general partners of TMP Properties are William
O. Passo, Anthony W. Thompson and Scott E. McDaniel, and the shareholders of TMP
Investments, Inc. are William O.Passo and Anthony W. Thompson.
The individual partners of TMP Properties are listed below, together with
information regarding their employment experience and background.
TMP Investment Inc., a California corporation, was formed on December 12, 1984.
TMP Investments Inc. has served in the capacity of a co-General Partner in all
of the TMP sponsored programs since December 1984. In 1993, TMP Investments Inc.
began serving as sole General Partner in all TMP sponsored partnerships. TMP
Investments Inc. has been and will continue to be engaged in asset management,
real estate accounting, budgetary services, and partnership management on behalf
of existing limited partnerships and limited partnerships which it sponsors in
the future. The shareholders of TMP Investments, Inc. were William O. Passo,
Anthony W. Thompson, and Scott E. McDaniel until September 1993, when Mr.
McDaniel sold his share of TMP Investments Inc. to Mr. Passo and Mr. Thompson.
WILLIAM O. PASSO, 58 is a Director and the President of TMP Investments Inc. He
practiced law for 18 years, has been a licensed real estate broker since 1974
and holds registered representative and general principals securities licenses
29
<PAGE>
through the National Association of Securities Dealers, Inc. Mr. Passo received
his Juris Doctorate Degree from UCLA School of Law in 1967. He has been a senior
partner first of Passo, Yates, and Nissen until 1975, then of Passo & Davis
until March 1983 when he resigned from the partnership to take a leading role in
the management of the affairs of TMP Properties. Mr. Passo has been involved in
public and private real estate syndication since 1970, and has acted as
principal, investor, general partner, and counsel in real estate transactions
involving apartments, office buildings, agricultural groves, and unimproved
land. Mr. Passo is a director and officer of William O. Passo, Inc. (dba TMP
Management), a property management company, an officer of TMP Capital Corp., an
NASD registered broker-dealer, and an officer of TMP Realty, a registered real
estate broker.
SCOTT E. MCDANIEL, 53, is a Director and Vice President of TMP Investments Inc.
He is a graduate of the U.S. Naval Academy at Annapolis, majoring in
engineering. Mr. McDaniel is a California licensed general contractor and has
been a licensed California real estate broker since 1976. He was the founder and
President of Scott E. McDaniel, Inc. (dba Regal Realty). Mr. McDaniel has
developed office complexes and industrial space in Southern California and has
personally brokered over $125 million of real estate since 1982. Through an
affiliated company, DeVille Construction Co. Inc., Mr. McDaniel has directed
general contracting operations in Southern California since 1982.
ANTHONY W. "TONY" THOMPSON, 53, is Director and Vice-President of TMP
Investments Inc. A graduate of Sterling College in 1969, with a Bachelors Degree
in Science and Economics, Mr. Thompson holds the professional designations of
Charter Life Underwriter and chartered Financial Consultant from the American
College. Mr. Thompson is a registered principal with the NASD and is a principal
in TMP Capital Corp., a NASD registered Broker Dealer. Mr. Thompson has been
involved in the securities and the real estate investment fields since 1970, and
a General Partner of TMP since its formation in 1978. Mr. Thompson's primary
responsibility is marketing TMP offerings through the broker dealer community.
ITEM 11. EXECUTIVE COMPENSATION
During the period since the formation of the Partnership (November 16, 1989)
through the fiscal year ended December 31, 1999, the Partnership paid fees to
the General Partners for various services in the amount of $140,326 of which
none was paid in the year ended December 31, 1999. (See Item 13. "Certain
Relationships and Related Transaction".) The Partnership has no officers or
employees and, therefore, paid no other compensation other than that paid to the
General Partners as indicated above.
30
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of December 31, 1999, the Partnership had 10,000 Units issued and
outstanding. To the knowledge of the General Partners, no person beneficially
owns more the 5% of the Units. The following table set forth the number of Units
beneficially owned as of December 31, 1999 by each officer, director and general
partner of the General Partners and by all such persons as a group.
<TABLE>
<CAPTION>
Number of Percent of
Name of Beneficial Owner Units Class
- ------------------------ ----- -----
<S> <C> <C>
William O. Passo 40 0.40%
Anthony W. Thompson 10 0.10%
All officers, directors and 50 0.50%
general partners as a group
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH AFFILIATES
The following information summarizes the forms and amounts of compensation (some
of which involve cost reimbursements) paid either by the Partnership, or others,
to the General Partners and their affiliates since the formation of the
Partnership (November 16, 1989) through the fiscal year ended December 31, 1999.
The information under "Summary of Compensation" below also describes the amounts
of compensation to be paid to the General Partners and their affiliates in the
future. None of these amounts were determined by arm's-length negotiations.
Reference is also made to the Notes to the Financial Statements included
elsewhere in this Form 10-KSB for additional information regarding transactions
with affiliates.
<TABLE>
<CAPTION>
OFFERING AND ORGANIZATION STAGE OF PARTNERSHIP
Amount Paid from
Form of Compensation Formation through
and Recipient Description of Payment December 31, 1999
- --------------------------- ---------------------- -----------------
<S> <C> <C>
Selling Commission and Up to a maximum of 10% of gross $1,009,704
Due Diligence proceeds, a minimum of which was
Reimbursement (TMP reallocated to participating
Soliciting Capital Corp.)Dealers
(which included TMP CapitalCorp.)
from Units sold by them. Up to
an additional 0.5% paid to
Soliciting Dealers (which included
TMP Capital Corp.) for due
diligence activities.
Reimbursement for Organizational Expenses paid to the $ 29,753
</TABLE>
31
<PAGE>
<TABLE>
<CAPTION>
Amount Paid from
Form of Compensation Formation through
and Recipient Description of Payment December 31, 1999
- --------------------------- ---------------------- -----------------
<S> <C> <C>
Organizational Expenses General Partners to reimburse them
(General Partners) (without markup or profit) for
organizational costs actually incurred such
as advertising, mailing, printing costs,
clerical expenses, legal and accounting
fees.
Reimbursement for The General Partners were reimbursed $708,896
Property Expenses (without markup or profit) for all out
(General Partners) of pocket expenses directly related to
the Properties, including the purchase price
of Properties acquired prior to Partnership
formation, out of pocket carrying costs of
such Properties (such as interest and
property taxes) including actual interest
incurred on all funds advanced for the
benefit of the Partnership, deposits, escrow
extension payments, appraisal fees, expenses
of feasibility and other studies performed
by third parties unaffiliated with the Gen-
eral Partners and similar expenses, but not
including the General Partners' overhead,
salaries, travel or like expenses.
Property Acquisition For services rendered in connection
Fees with the acquisition of the Properties
(General Partners acquired by the Partnership, the
or an affiliate) General Partners, or an affiliate,
received acquisition compensation (either
denominated as such, or as a real estate
brokerage commission, or otherwise) in the
following amounts:
(I) Acquisition fees: $625,000
(ii) Real estate brokerage $193,616
commissions
Partnership Management A Partnership Management Fee with $140,326
Fee respect to each Property until a
(General Partners) Property is sold or improvement of the
Property commences in an annual amount of
1/4 of 1% (.225%) of the cost of the
property, but not to exceed 2% of such cost
in the aggregate.
Leasing and Property For leasing an improved Property, or a $-0-
</TABLE>
32
<PAGE>
<TABLE>
<CAPTION>
Amount Paid from
Form of Compensation Formation through
and Recipient Description of Payment December 31, 1999
- --------------------------- ---------------------- -----------------
<S> <C> <C>
Management Fees portion thereof, a commission equal
(General Partners or an to 7% for the first years rent (net
affiliate) lease)or 6% of the first year's
rent (gross lease) decreasing to
2.5% (net lease)or 2% (gross lease)
of the rent for years eleven
through thirty. Upon development of
the Properties, or any of them, an
amount up to 5% of the gross
revenues of the Properties for
supervision for the operation and
maintenance of the Properties.
Such leasing and property anagement
fees s hall not exceed the
competitive rates that would be
charged by unaffiliated persons.
Interest in Partnership 1% interest in all Partnership $3,030
Allocation of Each allocations of Net Income, Net Loss
Material Item and Distributions of Distributable
(General Partners) Cash from Operations and of Cash
from Sale or refinancing of the
Properties.
Subordinated A 15% interest in all Partnership $-0-
Participation allocations of Net Income and
(General Partners) Distributions of Distributable Cash
from Operations and of Cash from
the Sale or Refinancing of the
Properties subordinated to a return
of all Limited Partners' Capital
Contributions plus a cumulative,
non-compounded return of 6% per
annum on their Adjusted Capital
Contributions.
Subordinated Real Real estate commissions with respect $-0-
Estate Commission to the sale of Properties which are
(General Partners equal to the lesser of: (I) 3% of
an Affiliate) the grossor sales price of a
Properties; equal to one-half the
normal and competitive rate
charged by unaffiliated parties,
but payment shall be subordinated
to a return of all Limited Partners'
Capital contributions, plus a
cumulative, noncompounded return of
6% per annum on their Adjusted
Capital Contributions.
</TABLE>
33
<PAGE>
SUMMARY OF COMPENSATION. In summary, the Partnership paid securities brokerage
commissions for services performed by TMP Capital Corp. in the sale of the Units
in the amount of $1,009,704 (including due diligence fees) and reimbursed the
General Partners for expenses incurred in organizing the Partnership and
documenting the offering in the amount of $29,753. The General Partners also
received Property Acquisition Fees and real estate brokerage commissions in the
amounts set forth above, and were reimbursed for out of pocket expenditures made
in connection with the acquisition and carrying costs for the Properties or
studies related thereto. During the operating stage, the partnership will pay
the General Partners an annual Partnership Management Fee for managing the
Partnership equal to 1/4 of 1% of the cost of the Properties, payable annually
in advance with respect to each Property until such time as the Properties are
sold or improvement of the land commences; provided such fee, in the aggregate,
shall not exceed 2% of the cost of the Properties. At such time, if at all, that
the Properties, or any of them, are developed, the General Partners will receive
leasing commissions as described above, and a property management fee in an
amount up to 5% of the gross property revenues, but not to exceed the
competitive rate charged by nonaffiliated persons providing similar services.
The General Partners have a 1% interest in all allocations of Partnership Net
Income until the limited Partners have received allocations of Net Income equal
to a cumulative, noncompounded return of 6% on their Adjusted Capital
Contributions (the "Preferred Return"); and thereafter, the General Partners
will have a 15% interest in all Partnership allocations of Net Income,
Distributions of Distributable Cash from Operations, and Cash from Sale or
Refinancing of Partnership Property and the Limited partners will have an 85%
interest therein. Net Losses will be allocated to the partners with positive
Capital Accounts, in accordance with the ratio of their positive Capital Account
balances until no Partner has a positive Capital Account; and thereafter, Net
Losses will be allocated 100% to the General Partners. If the General Partners
or an Affiliate provide a substantial amount of services with respect to the
sale of a Partnership Property, the General Partners or an Affiliate may receive
a real estate commission in an amount up to one-half of the amount of
competitive real estate commissions, not to exceed 3% of the sales price of such
Property. Both the 15% General Partners' participation and the Partners' real
estate commission on the sale are subordinated to a return of all Limited
Partners' Capital Contribution plus a cumulative, non-compounded return of 6%
per annum on their Adjusted Capital contributions.
Thus, only after the Limited Partners have recovered their Capital Contributions
plus the cumulative 6% return discussed above, will the General Partners'
allocation of Distributions of Distributable Cash from Operations and Cash from
Sale or Refinancing of Partnership Property exceed a nominal 1% ownership
interest therein. Such allocation provides built-in incentive for the General
Partners to seek the optimum performance from the Partnership's Properties.
CONFLICTS OF INTEREST
The Partnership is subject to various conflicts of interest from its
relationship with the General Partners. These conflicts include, but are not
limited to:
CONFLICTS IN GENERAL. The interests for the Limited Partners may be inconsistent
with those of the General Partners or their Affiliates when the General Partners
must make policy decisions on behalf of the Partnership. The General Partners,
for instance, might not desire to sell a Property when a sale would be
advantageous to the Limited Partners because of the General Partner's interest
in Distributions of Distributable Cash from Operations and Net Proceeds from the
Sale or Refinancing of the Property. Subject in certain circumstances to the
approval of the holders of a majority or other specified voting percentage of
34
<PAGE>
the Units, the General Partners will have the discretion as to when to sell a
Property or portion thereof. The timing of the sale of a Property or any portion
thereof and the terms on which such sale will be made may result in a conflict
of interest. Furthermore, the sale of a Property may result in the recognition
of substantial taxable gain to the General or Limited Partners in different
ratios depending upon the timing of such sale. Accordingly, the decisions as to
when to sell a Property may be advantageous to the General Partners and
disadvantageous to the Limited Partners, or vice versa. The General Partners in
any event will be compelled to make any decisions with respect to the sale or
retention of a Property based upon the best interests of the Partnership and its
Limited Partners because of the fiduciary duty that they owe to the Limited
Partners.
AVAILABILITY OF MANAGEMENT SERVICE. In April 1998, PacWest Inland Empire, LLC
(PacWest)entered into a management, administrative and consulting agreement with
the general partners of the Partnership 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.
INTERESTS IN OTHER ACTIVITIES. The General Partners, or any of their affiliates,
may engage for their own account, or for the account of others, in other
business ventures, whether real estate or otherwise, and neither the Partnership
nor any Limited Partner shall be entitled to any interest therein solely by
reason of any relationship with or to each other arising from the Partnership.
RECEIPT OF COMPENSATION BY THE GENERAL PARTNERS. The payments to the General
Partners set forth above have not been determined by arm's-length negotiations.
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8K.
(a) For a listing of financial statements, reference is made to Item 8
included in this Form 10-KSB.
(b) The registrant filed no reports on Form 8K during the fourth quarter
of the fiscal year ended December 31, 1999, however, a Form 8K was
filed on April 14, 1999.
(c) Exhibits - Those exhibits required by Item 601 of Regulation S-K which
are applicable to the Registrant are as follows:
(3), (4) and (10.1) Agreement of Limited Partnership and other material
agreements are incorporated by reference to Exhibits
(3), 4) and (10.1) to the Form 10 Registration State-
ment, SEC File No. 0-19916 filed on March 12, 1992.
27 Financial Data Schedule
35
<PAGE>
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: March 17, 2000
TMP Inland Empire V, 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. VP
By: TMP Properties, a California General
Partnership as Co-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
By: JAFCO, Inc., a California Corporation as
Chief Accounting Officer
By: /S/ JOHN A FONSECA
----------------------------------------
John A. Fonseca, President
36
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000885049
<NAME> TMP Inland Empire V
<MULTIPLIER> 1,000
<CURRENCY> U.S Dollars
<S> <C>
<PERIOD-TYPE> 12-Mos
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-1-1999
<PERIOD-END> DEC-31-1999
<EXCHANGE-RATE> 1.0
<CASH> 2,552
<SECURITIES> 0
<RECEIVABLES> 27,303
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 30,585
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,961,994
<CURRENT-LIABILITIES> 699,438
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 4,262,556
<TOTAL-LIABILITY-AND-EQUITY> 4,961,994
<SALES> 0
<TOTAL-REVENUES> 3,169
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 113,270
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 800
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (110,901)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
