<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of
The Securities Exchange Act of 1934
for the Quarterly Period ended March 31, 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 of (I.R.S. Employer
incorporation or organization) Identification No.)
801 North Parkcenter Drive, Suite 235 92705
Santa Ana, California (Zip Code)
(Address of principal executive office)
(714) 836-5503
(Registrant's telephone number, including area code)
----------------------
Indicate by check mark whether Registrant has [1] filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or such shorter period that
the registrant was required to file such reports) and [2] has been subject to
such filing requirements for the past 90 days.
Yes [X] No [ ]
<PAGE> 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The following financial statements are filed as a part of this Form 10-Q:
Balance Sheets as of March 31, 1997 and December 31, 1996
Statements of Income for the Three Months ended March 31, 1997 and 1996
Statements of Cash Flows for the Three Months ended March 31, 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 March 31, 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
<TABLE>
<CAPTION>
BALANCE SHEETS
March 31, December 31,
1997 1996
--------- ------------
Assets
<S> <C> <C>
Cash $16,220 $23,477
Investment in Unimproved Land $1,009,872 $1,000,000
Organization Costs, Net - -
Total Assets $1,026,092 $1,023,477
Liabilites and Partners' Capital
Accounts Payable and Accrued
Liabilities $3,661 $1,162
Commission Payable $90,000 $90,000
Total Liabilities $93,661 $91,162
Partners' Capital
General Partners ($55,258) ($55,259)
Limited Partners; 7,250 equity
units authorized and outstanding $987,689 $987,574
Total Partners'Capital $932,431 $932,315
Total Liabilities and
Partners' Capital $1,026,092 $1,023,477
</TABLE>
<PAGE> 4
TMP INLAND EMPIRE II, LTD.
a California Limited Partnership
STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1997 1996
---- ----
<S> <C> <C>
Land Sales $0 $0
Cost of Land Sales $0 $0
Gross Profit $0 $0
Interest and Other Income $117 $234
General and Admin. Expense $0 $0
Amortization $0 $300
Net Income (Loss) $117 ($66)
Allocation of Net Income (Loss) (Note 2)
General Partners $1 ($1)
Limited Partners $116 ($65)
Limited Partners, per unit $0.02 ($0.01)
</TABLE>
<PAGE> 5
TMP INLAND EMPIRE II, LTD.
a California Limited Partnership
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1997 1996
---- ----
<S> <C> <C>
Net Income (Loss) $117 $(66)
Cash Flow from operating activities
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
Amortization of organization costs - 300
(Increase) in investment in unimproved land (9,873) (18,580)
(Increase) Decrease in Receivables - -
(Increase) Decrease in Prepaid Expense - -
Increase (Decrease) in Accounts Payable
and Accrued Liabilites 2,499 2,365
Decline in fair value of unimproved
land - -
Net Cash provided by (used in)
Operating Activities $(7,257) $(15,981)
Cash Flow from financing activities
Increase in Notes Payable - -
Net Cash provided by Financing Activities - -
Net Increase (decrease) in cash $ (7,257) $(15,981)
Cash, Beginning of Period $ 23,477 $ 51,759
Cash, End of Period $ 16,220 $ 35,778
Supplemental disclosures of
cash flow information:
Income taxes paid - -
Interest paid - -
</TABLE>
<PAGE> 6
TMP INLAND EMPIRE II, LTD
a California Limited Partnership
Notes to the Financial Statements
For the Three Months Ended March 31, 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.
Investment in Unimproved Land - The Partnership's land is stated at the lower of
actual cost or market value, based on specific identification. All costs
associated with the acquisition of a property are capitalized. In addition, the
Partnership capitalizes all carrying costs.
Income Taxes - The entity is treated as a partnership for income tax purposes
and any income or loss is passed through and taxable at the partner level.
Accordingly, no provision for federal income taxes is provided.
NOTE 2 - Allocation of Profits, Losses and Cash Distributions
Profits, losses, and cash distributions are allocated 99 percent to the limited
partners and one percent to the general partners until the limited partners have
received an amount equal to their capital contributions plus a cumulative,
non-compounded return of six percent per annum based on their adjusted capital
account balances. At that point, remaining profits, losses and cash
distributions are allocated 85 percent to the limited partners and 15 percent to
the general partners.
As of March 31, 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 March 31, 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 Three Months Ended March 31, 1997
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Partnership revenues during the three month periods ended March 31, 1997 and
1996 consisted primarily of interest earned on funds held in reserve. No
properties were sold during the periods presented.
Operating activities for the Three Months ended March 31, 1997 and 1996 used
approximately $7,300 and $16,000, respectively, most of which was used to pay
for carrying costs of the land held for investment.
The Partnership had one property at March 31, 1997 is being held for
appreciation and resale. Upon the property sale, 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 $16,220 as of March 31, 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: May 9, 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: \s\Michael Sun
------------------------------------
Michael Sun, Chief Financial Officer
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
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<EXCHANGE-RATE> 1
<CASH> 16,220
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 1,009,872
<CURRENT-ASSETS> 1,026,092
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,026,092
<CURRENT-LIABILITIES> 93,661
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 932,431
<TOTAL-LIABILITY-AND-EQUITY> 1,026,092
<SALES> 117
<TOTAL-REVENUES> 117
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 117
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 117
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
