<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 September 30, 1997
Commission File No. 0-19963
TMP INLAND EMPIRE II, LTD.
A CALIFORNIA LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
CALIFORNIA 33-0311624
(State or other jurisdiction (I.R.S. Employer Identification No.)
of 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 September 30, 1997 and December 31, 1996,
Statements of Income for the Three and Nine Months ended September 30, 1997 and
1996,
Statements of Cash Flows for the Nine Months ended September 30, 1997, and 1996.
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 September 30, 1997 and the results of its operations, changes
in partners' equity, and cash flows for the periods then ended.
<PAGE> 3
TMP INLAND EMPIRE II, LTD.
A California Limited Partnership
Balance Sheets
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
----------- -----------
<S> <C> <C>
Assets
Cash $ 5,043 $ 23,477
Investment In Unimproved Land 1,019,425 1,000,000
----------- -----------
Total Assets $ 1,024,468 $ 1,023,477
=========== ===========
Liabilities and Partners Capital
Accounts Payable and Accrued
Liabilities $ 1,935 $ 362
Commission Payable 90,000 90,000
Franchise Tax Payable 0 800
----------- -----------
Total Liabilities 91,935 91,162
Partners' Capital
General Partners (55,257) (55,259)
Limited Partners 7,250 equity
units authorized and outstanding 987,790 987,574
----------- -----------
Total Partners Capital 932,533 932,315
Total Liablilities and $ 1,024,468 $ 1,023,477
=========== ===========
Partners' Capital
</TABLE>
<PAGE> 4
TMP INLAND EMPIRE II, LTD.
A California Limited Partnership
Statements of Income
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------ ------------------
Sept 30 Sept 30 Sept 30 Sept 30
1997 1996 1997 1996
------- ------- -------- -------
<S> <C> <C> <C> <C>
Land Sales $ 0 $ 0 $ 0 $ 0
Cost of Land Sales $ 0 $ 0 $ 0 $ 0
----- ----- ----- -----
Gross Profit $ 0 $ 0 $ 0 $ 0
Interest and Other Income $ 37 $ 170 $ 218 $ 585
----- ----- ----- -----
Amortization $ 0 $ 77 $ 0 $ 677
----- ----- ----- -----
Net Income $ 37 $ 93 $ 218 ($ 92)
----- ----- ----- -----
Allocation of Net Income Loss)
(Note 2)
General Partners $ 0 $ 1 $ 2 ($ 1)
Limited Partners $ 36 $ 92 $ 216 ($ 91)
Limited Partners, per unit $0.01 $0.01 $0.03 ($0.01)
</TABLE>
<PAGE> 5
TMP INLAND EMPIRE II, LTD.
A California Limited Partnership
Statement of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Ended
Sept 30, 1997 Sept 30, 1996
------------- -------------
<S> <C> <C>
Operating Activities:
Net Income (Loss) $ 218 $ (92)
Add Non-Cash Items:
Amortization 0 677
Changes In:
Accounts Payable (773) (972)
Commissions Payable 0 0
Net Cash Provided by (Used In)
Operating Activities 991 1,557
Investing Activities:
Investment in Land
Net Cash Provided by (Used In)
Investing Activities (19,425) (25,281)
Financing Activities
Net Cash Provided by (Used In) 0 0
Financing Activities
Increase (Decrease) In Cash $(18,434) $(23,724)
-------- --------
Beginning Cash $ 23,477 $ 51,759
Ending Cash $ 5,043 $ 28,035
-------- --------
</TABLE>
<PAGE> 6
TMP INLAND EMPIRE II, LTD
a California Limited Partnership
Notes to the Financial Statements
For the Nine Months Ended September 30, 1997
(Unaudited)
NOTE 1 - Summary of Significant Accounting Policies
Accounting Method - TMP Inland Empire II, 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. These organization cost have been completely
amortized as of 1996.
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 September 30, 1997 and 1996, profits, losses and cash distributions were
allocated 99 percent to the limited partners and one percent to the general
partners.
NOTE 3 - Commissions Payable
As of September 30, 1997 and 1996, the Partnership had a payable to a related
party for services rendered relating to sales of properties prior to 1990.
<PAGE> 7
TMP INLAND EMPIRE II, LTD.
a California Limited Partnership
For the Nine Months Ended September 30, 1997
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Partnership revenues during the three month periods ended September 30, 1997 and
1996 consisted primarily of interest earned on funds held in reserve. No
properties were sold during the periods presented.
Investing activities for the nine months ended September 30, 1997 and 1996 used
approximately $18,000 and $24,000, respectively, most of which was used to pay
development and carrying costs of the land held for investment.
The Partnership had one property at September 30, 1997 that is being held for
appreciation and resale. Upon the sale of the property, the Partnership intends
to distribute the sales proceeds, less any reserves needed for winding up
partnership operations, to the partners.
Management believes that cash reserves of $5,043 as of September 30, 1997 are
insufficient to meet the anticipated cash requirements of the Partnership for
the next twelve months. If the Partnership is unable to sell the remaining
parcel of land, the Partnership can obtain a loan secured by the land or
withhold payment of certain expenses such as property taxes or expense
reimbursements to the general partners.
<PAGE> 8
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: November 18, 1997
TMP INLAND EMPIRE II, LTD.
a California Limited Partnership
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. V.P.
By: TMP Properties, a California General
Partnership as General Partner
By: /s/ William O. Passo
-------------------------------------------------------
William O. Passo, General Partner
By: /s/ Anthony W. Thompson
-------------------------------------------------------
Anthony W. Thompson, General Partner
By: /s/ Scott E. McDaniel
-------------------------------------------------------
Scott E. McDaniel
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JUL-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 5,043
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 1,019,425
<CURRENT-ASSETS> 1,024,468
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,024,468
<CURRENT-LIABILITIES> 91,935
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 932,533
<TOTAL-LIABILITY-AND-EQUITY> 1,024,468
<SALES> 37
<TOTAL-REVENUES> 37
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 37
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 37
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
