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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - KSB
[X] Annual report under Section 13 or 15 (d) of the Securities Exchange Act
of 1934.
For the fiscal year ended December 31, 1999
[ ] Transition report under Section 13 or 15 (d) of the Securities Exchange
act of 1934.
For the transition from _________to____________
COMMISSION FILE NO. 0-19963
TMP INLAND EMPIRE II, LTD.,
A CALIFORNIA LIMITED PARTNERSHIP
(Name of small business issuer in its charter)
CALIFORNIA 33-0311624
(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 offices)
(714) 836-5503
(Issuer's telephone number)
Securities registered under Section 12(b) of the ExchangeAct:
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 DESCRIPTION OF BUSINESS
INTRODUCTION
TMP Inland Empire II, Ltd., a California Limited Partnership (the
"Partnership"), is a California Limited Partnership formed in August, 1988, 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 San
Bernardino County, California. A total of three properties were purchased. Two
were sold and the proceeds distributed. The last remaining parcel (the
"Property") totaling 18.22 acres has been zoned commercial.
The Property 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, or it may be traded for an income producing shopping
center or apartment complex. If the Property or portions thereof is developed,
the General Partners intend 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 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 of Limited Partnership (the "Partnership
Agreement"), the Partnership will be dissolved.
The Partnership 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 Agreement. The following statements
concerning the Partnership Agreement are qualified in their entirety by
reference to the Partnership Agreement, which has been filed as an Exhibit to
this Form 10KSB for the year ended December 31, 1999.
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 7,250 Units are outstanding and it is
not anticipated that any additional Units will be issued in the future.
Outstanding Units are fully paid and nonassessable. Between August, 1988 and
January, 1989, the Partnership sold an aggregate of 7,250 Units at a price of
$1,000 per Unit, or an aggregate of $7,250,000.
THE RESPONSIBILITIES OF THE GENERAL PARTNERS - The General Partners have the
exclusive management and control of all aspects of the business of the
Partnership. On April 1,1998, PacWest Inland Empire, LLC ("PacWest"), a Delaware
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
determine to be in the best interest of the Partnership and employ such persons,
including, under certain circumstances, affiliates of the General Partners, as
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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 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 be 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 business and elect, by unanimous consent,
one or more new General Partners to continue the 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
Partners agree 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 which do
not affect 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 Partner-
ship other than in the ordinary course of business;
5.The election to continue the business of the Partnership and the
appointment of a successor General Partner after the withdrawal,
adjudication of bankruptcy, death, or dissolution of the sole remain-
ing General Partner;
6.The election to continue the business of the Partnership and appoint-
ment of a successor General Partner after the removal of the remain-
ing General Partner; or
7.Termination and dissolution of the Partnership, other than after sale
of all of the Properties and receipt of all amounts due on any seller
carryback financing.
A majority vote of the Limited Partners 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 thereof 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 the 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
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funds, if available, shall be distributed to the Limited Partners to pay any
resulting state or federal income tax, assuming that all such Limited Partners
are in a 28% tax bracket.
INVESTMENT OBJECTIVES
In general, the investment objectives of the Partnership may be summarized as
follows:
(a) Preservation and return of partners' capital.
(b) Capital appreciation.
(c) Added value through pre-development activity (zoning, subdivision,
site planning, 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 rates 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 which 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. For example, the joint venturer'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 back 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 Property, as
well as the value of the Property, 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 - The Property is zoned commercial, but no assurances
can be given that the city would not attempt to rezone or refuse to issue a
building permit. 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. In the event that zoning is changed or if permits are not obtained,
the value of the remaining parcels to the Partnership and to others may be
reduced and the investment results of the Partnership may be materially
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 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 savings 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, downzoning of the Properties,
unanticipated environmental regulation, and special assessment district
development fees could impair the value of the Properties owned by the
Partnership.
ENVIRONMENTAL
The Partnership may be required in certain instances to obtain environmental
impact, biological impact or other similar reports prior to development of the
Property. 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 a Property
is contaminated by hazardous materials, 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 Property that
would adversely affect the investment results of the Partnership.
EMPLOYEES
The Partnership has no employees. Management of the Partnership is provided by
the General Partners.
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See Item 1(d) "Directors and Executive Officers" for information about the
General Partners.
FOREIGN OPERATIONS
The Partnership has no foreign operations in foreign countries.
ITEM 2. DESCRIPTION OF PROPERTIES
The Partnership had acquired a total of three properties. All of the Properties
were 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 Temecula/Murrieta (formerly Rancho California) on
the south. The Property is in the City of Fontana, County of San Bernardino.
The Partnership owns or has owned the following properties:
<TABLE>
<CAPTION>
Date Purchase Date Sales
Property Purchased Price Sold Price
- -------- --------- ----- ---- -----
<S> <C> <C> <C> <C>
Rialto I 11-04-88 $1,505,000 01-04-89 $2,250,000
Rialto II 11-22-88 $ 827,000 09-22-89 $1,500,000
Fontana 10-28-88 $3,200,000 * *
</TABLE>
* The Fontana parcel is owned by the Partnership as of December 31,1999. It
includes approximately 18.22 acres located at Baseline Avenue and Village Center
Drive in Fontana, California and is zoned for commercial use. This property is
currently in escrow for a sales price of $2,550,000. Escrow is expected to close
April 21, 2000.
ITEM 3. LEGAL PROCEEDINGS
There are no matters requiring disclosure under Item 3.
ITEM 4. SUBMISSION OR 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 COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
As of December 31, 1999, there were approximately 559 record holders of Units.
There is no other class of security outstanding or authorized. 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
No cash distributions were paid to the Limited Partners during the fiscal years
ended December 31, 1998 and 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 under the subcaption "Distributions, Net Income
and Net Loss."
ITEM 6. SELECTED FINANCIAL DATA
The following table summarizes selected financial data of the Partnership for
the five 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)
YEARS ENDED DECEMBER 31
(Not Covered by Independent Auditor's Report)
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Total Income $ 1,000 $ 3 $ 243 $ 74 $ 1,633
========= ========= ========= ========== =========
Net Loss $ (45,810) $ (43,201) $ (16,562) $(2,660,344) $ (367)
========= ========= ========= ========== =========
Net Loss per Unit* $ (6.26) $ (5.89) $ (2.26) $ (363.27) $ (.05)
========= ========= ========= ========== =========
Cash distribution
per Unit* $ - $ - $ - $ - $ -
========= ========= ========= ========== =========
Total assets $1,044,104 $1,034,390 $1,008,115 $ 1,023,477 $3,683,459
========= ========= ========= ========== =========
</TABLE>
*(Based on 7,250 Units outstanding at December 31, 1995-1999)
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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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 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
- ---------------------
During the period from inception through December 31, 1988, the Partnership was
engaged primarily in the sale of Units and the investment of the subscription
proceeds to purchase parcels of unimproved real property. The Partnership sold
two properties during 1989 for a gross profit, net of acquisition, carrying and
selling costs, of $1,028,844. Other revenues received during, 1995-1998
consisted of interest income earned on funds held.
The Partnership recognized losses in 1996 due to the write-down in value of the
Property. 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
- -------------------------------------
The Partnership recognized $1,000 of revenues during the year ended December
31,1999 relating to the daily rental of the property for a fireworks display.
Partnership revenues during the year ended December 31, 1998 consisted of
interest earned on funds held in reserve. No properties were sold during the
periods presented.
Investing activities for the years ended December 31,1999 and 1998 used
approximately $13,300 and $21,000 respectively, most of which was used to pay
development and carrying costs of the unimproved land held for investment.
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Total expenses for the year ended December 31,1999 compared with the year ended
December 31,1998, increased by approximately $3,600, due primarily to the
increase in Outside Professional Services and Interest Expense which were
partially offset by decreases in Accounting and Financial Reporting and General
and Administrative Expenses. Interest Expense increased by approximately $7,600
pursuant to the Financing Agreement with PacWest entered into April 1, 1998 and
therefore only nine months of interest expense was incurred during the
twelve-month period 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 of approximately $5,200.
A decrease of $6,880 was incurred relating to Prepaid 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 one property at December 31,1999 that is currently in
escrow. The sale price is $2,550,000 and the Partnership will receive $500,000
when escrow closes (estimated in second quarter 2000) and the remaining amount
due will be in the form of a promissory note. The Partnership will receive a
Deed of Trust on the Property to secure the promissory note from the Buyer. The
note will bear interest at eight percent (8%). Interest only payments will be
received quarterly. A principal reduction payment of $1,000,000 will be received
within three (3) years after escrow's closing date. The balance of the principal
due will be received four (4) years after escrow's closing date. Upon the
receipt of principal payments, the Partnership intends to distribute the funds,
less any amounts due PacWest and reserves needed for partnership operations, to
the partners. No amount has been estimated for these distribution amounts as of
the date of this Report.
Liquidity and Capital Resources
- -------------------------------
The Partnership has raised a total of $6,564,041, net of syndication costs, from
the sale of limited partnership units. During the period from inception through
December 31, 1988, the Partnership acquired a total of three properties for all
cash at a total expenditure of $6,159,225. 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 one property is in escrow and is expected to be
complete by second quarter 2000. The Partnership estimates approximately
$664,000 (with closing costs and commission, this number will be reduced by
approximately $161,500) of funds to be received for the year ended December 31,
2000 related to this sale. The sale price is $2,550,000 and the Partnership will
receive $500,000 when escrow closes and the remaining amount due will be in the
form of a promissory note. The note will bear interest at eight percent (8%).
Interest only payments will be received quarterly. A principal payment of
$1,000,000 will be received three (3) years after escrow's closing date. The
balance of the principal due will be received four (4) years after escrow's
closing date.
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
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Partners of the Partnership 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.
Pursuant to the Financing Agreement, PacWest has acquired the General Partners'
unsubordinated 1% interest in the Partnership and assumed responsibility for all
partnership administration while not replacing any of the General Partners.
In April 1998, PacWest entered into the Management Agreement with the General
Partners to provide the Partnership with overall management, administrative and
consulting services. PacWest currently contracts with third party service
providers to perform certain of the financial, accounting, and investor
relations' services for the Partnership. PacWest is paid an annual fee of $3,972
for its administrative services.
13
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following financial statements are filed as a part of this Form 10-KSB:
(I) For the fiscal years ended December 31, 1999 and 1998:
Page No.
--------
Report of Independent Auditors 15
Balance Sheets as of December 31, 1999 and 1998 16
Statements of Operations for the years ended
December 31, 1999 and 1998 17
Statements of Partners' Capital for the years ended
December 31, 1999 and 1998 18
Statements of Cash Flow for the years ended
December 31, 1999 and 1998 19
Notes to Financial Statements 20 - 23
Financial Statement Schedules 24,25
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.
14
<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Partners
TMP Inland Empire II, Ltd.
(A California Limited Partnership)
We have audited the accompanying balance sheets of TMP Inland Empire II, 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 II, 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
Temecula, California
March 17, 2000
15
<PAGE>
<TABLE>
<CAPTION>
TMP INLAND EMPIRE II, LTD.
A California Limited Partnership
Balance Sheets
December 31, 1999 and 1998
1999 1998
---- ----
Assets
<S> <C> <C>
Cash $ 3,674 $ 375
Prepaid Expenses 0 6,880
Investment In Unimproved Land, net (Note 1) 1,040,430 1,027,135
---------- -------------
Total Assets $ 1,044,104 $ 1,034,390
========= =========
Liabilities and Partners' Capital
Due to Affiliates (Note 5 and 6) $ 126,562 $ 71,038
Commission Payable to Affiliate (Note 6) 90,000 90,000
Franchise Tax Payable 800 800
------------ -----------
Total Liabilities 217,362 161,838
------------ -----------
General Partners (56,315) (55,857)
Limited Partners; 7,250 Equity Units
Authorized and Outstanding 883,057 928,409
------------ -----------
Total Partners' Capita 826,742 872,552
------------ -----------
Total Liabilities and Partners' Capital $ 1,044,104 $ 1,034,390
=========== ===========
</TABLE>
See Accompanying Notes to Financial Statements
16
<PAGE>
<TABLE>
<CAPTION>
TMP INLAND EMPIRE II, LTD.
A California Limited Partnership
Statements of Operations
For the Years Ended December 31, 1999 and 1998
1999 1998
---- ----
Income
<S> <C> <C>
Interest $ 0 $ 3
Other 1,000 0
------------ ----------
Total Income 1,000 3
------------ ----------
Expenses
Accounting & Financial Reporting 17,156 22,372
Outside Professional Services 11,763 9,956
General & Administrative 6,668 7,242
Interest 10,423 2,834
------------ ----------
Total Expenses 46,010 42,404
------------ ----------
Loss Before Income Taxes (45,010) (42,401)
State Franchise Tax 800 800
------------ ----------
Net Loss $ (45,810) $ (43,201)
=========== ==========
Allocation of Net Loss (Note 4)
General Partners, in the Aggregate $ (458) $ (432)
========== ===========
Limited Partners, in the Aggregate $ (45,352) $ (42,769)
========== ===========
Limited Partners, per Equity Unit $ (6.26) $ (5.90)
========== ==========
</TABLE>
See Accompanying Notes to Financial Statements
17
<PAGE>
<TABLE>
<CAPTION>
TMP INLAND EMPIRE II, 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> <C> <C> <C>
Partners' Capital (Deficit), January 1, 1998 $(55,425) $971,178 $915,753
Net Loss for 1998 (432) (42,769) (43,201)
-------- ------- -------
Partners' Capital (Deficit), December 31, 1998 (55,857) 928,409 872,552
Net Loss for 1999 (458) (45,352) (45,810)
-------- ------- -------
Partners' Capital (Deficit), December 31, 1999 $(56,315) $883,057 $826,742
======== ======== ========
</TABLE>
See Accompanying Notes to Financial Statements
18
<PAGE>
<TABLE>
<CAPTION>
TMP INLAND EMPIRE II, 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 $ (45,810) $ (43,201)
Adjustments to Reconcile Net Loss to Net Cash
Provided By Operating Activities:
Increase in Due to Affiliates 55,524 69,476
Decrease (Increase) in Prepaid Expenses 6,880 (6,880)
------------ ----------
Net Cash Provided By Operating Activities 16,594 19,395
------------ ----------
Cash Flows from Investing Activities:
Increase in Investment in Unimproved Land (13,295) (21,024)
----------- ----------
Net Cash Used In Investing Activities (13,295) (21,024)
----------- ----------
Net Increase (Decrease) In Cash 3,299 (1,629)
Cash, Beginning of Period 375 2,004
---------- -----------
Cash, End of Period $ 3,674 $ 375
========= ==========
Supplemental Disclosure
of Cash Flow Information:
Cash Paid for Taxes $ 800 $ 800
========= ===========
Cash Paid for Interest $ 215 $ 0
========= ===========
</TABLE>
See Accompanying Notes to Financial Statements
19
<PAGE>
TMP INLAND EMPIRE II, 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 II, Ltd. (the Partnership) was organized in 1988 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 $791,514 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 accordingly 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.
20
<PAGE>
TMP INLAND EMPIRE II, LTD
A California Limited Partnership
Notes to the Financial Statements
December 31, 1999 and 1998
Note 2 - Organization of the Partnership
On July 26, 1988, the Partnership was formed with TMP Properties (A California
General Partnership) and TMP Investments, Inc. (A California Corporation) as the
general partners ("General Partners"). The partners' of TMP Properties are
William O. Passo, Anthony W. Thompson and Scott E. McDaniel. William O. Passo
and Anthony W. Thompson were the shareholders of TMP Investments, Inc. until
October 1, 1995, when they sold their shares to TMP Group, Inc. and then became
the shareholders of TMP Group, Inc.
The Partnership originally acquired three separate parcels of real property in
San Bernardino County, 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. Two of the
three properties were sold in 1989.
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 7,250 units ("Units")at $1,000 each to
qualified investors. As of December 31, 1989, all 7,250 Units had been sold for
total limited partner contributions of $7,250,000. There have been no
contributions made by the General Partners. As described in Note 1, syndication
costs have been recorded as a reduction in partners' capital.
Note 4 - Allocation of Profits, Losses and Cash Distributions
Profits, losses, and cash distributions are allocated 99 percent to the limited
partners and 1 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 6 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.
21
<PAGE>
TMP INLAND EMPIRE II, 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.
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, pay 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 increas 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 isnot limited to a
Maximum of $2,500,000.
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 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
$122,031 and $66,508 respectively, including interest, to PacWest related to the
aforementioned agreements.
Pursuant to 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.
22
<PAGE>
TMP INLAND EMPIRE II, LTD
A California Limited Partnership
Notes to the Financial Statements
December 31, 1999 and 1998
Note 6 - Related Party Transactions
Syndication costs (see Notes 1 and 3) netted against partners' capital
contributions include $725,000 of selling commissions paid in prior years to TMP
Capital Corp. for the sale of 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 $198,874 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 the Partnership had a payable of $4,530 to the
General Partners and an affiliated company.
As of December 31,1999 and 1998, $90,000 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.
See Note 5 regarding information on management of the Partnership during 1999.
23
<PAGE>
<TABLE>
<CAPTION>
TMP INLAND EMPIRE II, 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
----------------------
Initial Carrying which Carried Accumulated Date of Date Depreciable
Description 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-
Fontana, CA -0- $3,427,133 -0- $ 259,617 $ 3,686,750 -0- n/a 10/25/88 n/a
= ========== = ========= =
Less valuation allowance: $ 2,659,615
-----------
Net carrying value $ 1,027,135
===========
Reconciliation of carrying amount
- ---------------------------------
Beginning balance $1,006,111
Additions Carrying Costs $21,024
---------
Ending balance $1,027,135
=========
</TABLE>
24
<PAGE>
<TABLE>
<CAPTION>
TMP INLAND EMPIRE II, 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
----------------------
Initial Carrying which Carried Accumulated Date of Date Depreciable
Description 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-
Fontana, CA -0- $3,427,133 -0- $ 272,912 $ 3,700,045 -0- n/a 10/25/88 n/a
= ========== = ========= =========== =
Less valuation allowance: $ 2,659,615
-----------
Net carrying value $ 1,040,430
===========
Roconciliation of Carrying Amount
Beginning balance $ 1,027,135
Additions: Carrying Costs 13,295
-----------
Ending balance $ 1,040,430
--=========
25
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no disagreements with the Independent Accounting Firm.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
The Partnership has no employees and no directors or executives officers.
Management of the Partnership is provided by the General Partners. 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 predevelopment
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 State of California except
for one (an office building) which was located in Oklahoma City, Oklahoma. Each
of such limited partnerships involved a specified real property program in which
TMP Properties was the general partner. The general partners of TMP Properties
are William O. Passo, Anthony W. Thompson and Scott E. McDaniel.
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
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
26
<PAGE>
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. (d.b.a. TMP
Management), a property management company, an officer of TMP Capital Corp.; a
NASD registered broker-dealer, and an officer of TMP Realty, a registered real
estate broker.
SCOTT E. MCDANIEL, 53, is a General Partner of TMP Properties. 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 (August 15, 1988)
through the fiscal year ended December 31, 1999, the Partnership paid fees to
the General Partners for various services in the amount of $76,887 of which none
was paid during the year ended December 31,1999. In addition, the General
Partners received collectively $39,787 as their share of partnership
distributions. (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.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of December 31, 1999, the Partnership had 7,250 units of Units issued and
outstanding. To the knowledge of the General Partners, no person beneficially
owns more than 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.
<CAPTION>
Number of Percent of
Name of Beneficial Owner Units Class
<S> <C> <C>
William O. Passo 20 0.276%
Anthony W. Thompson 58 0.800%
27
<PAGE>
<S> <C> <C>
All officers, directors and 78 1.076%
general partners as a group
(2 persons, including the above)
</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 (August 15, 1988) 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>
OFFERING AND ORGANIZATION STAGE OF PARTNERSHIP
<CAPTION>
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 $725,000
Due Diligence proceeds, a minimum of which was
Reimbursement reallocated to participating Soliciting
(TMP Capital Corp.) Dealers (which included TMP Capital
Corp.) 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 $30,057
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 $147,500
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
</TABLE>
28
<PAGE>
<TABLE>
<CAPTION>
Amount Paid from
Form of Compensation Formation through
and Recipient Description of Payment December 31, 1999
- ------------- ---------------------- -----------------
<S> <C> <C>
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 General Partners and similar
expenses, but not including the General
Partners' overhead, salaries, travel
or like expenses.
Property Acquisition For services rendered in connection
Fees (General Partners with the acquisition of the Properties
or an affiliate) acquired by the Partnership, the
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: $347,500
(ii) Real estate brokerage commissions $152,450
Partnership Management A Partnership Management Fee with $ 76,887
Fee (General Partners) respect to each Property until
a Property is sold or improvement
of the Property commences in an
annual amount of 1/4 of 1% (.25%)
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-
Management Fees portion thereof, a commission equal to
(General Partners or 7% for the first year's rent (net
an 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 management fees shall
</TABLE>
29
<PAGE>
<TABLE>
<CAPTION>
Amount Paid from
Form of Compensation Formation through
and Recipient Description of Payment December 31, 1998
- ------------- ---------------------- -----------------
<S> <C> <C>
not exceed the competitive rates
that would be charged by unaffil-
iated persons.
Interest in Partnership 1% interest in all Partnership $39,787
Allocation of Each allocations of Net Income,
Material Item Net Loss and Distributions
(General Partners) of Distributable 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 to $-0-
Estate Commission the sale of Properties which are equal
(General Partners or to the lesser of: (I) 3% of the gross
an Affiliate) sales price of 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>
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 $725,000 (including due diligence fees) and reimbursed the
General Partners for expenses incurred in organizing the Partnership and
documenting the offering in the amount of $30,057. 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
30
<PAGE>
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 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 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
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 which they owe to the Limited
Partners.
31
<PAGE>
AVAILABILITY OF MANAGEMENT SERVICE. Under the Partnership Agreement, the General
Partners are obligated to devote as much time as they, in their sole discretion,
deem to be reasonably required for the proper management of the Partnership and
its assets. The General Partners believe that they have the capacity to
discharge their responsibilities to the Partnership notwithstanding
participation in other investment programs and projects. 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 March
29, 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 Statement, SEC
File No. 0-19963 filed on March 19, 1992.
27 Financial Data Schedule
32
<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 II, 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
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000885394
<NAME> TMP Inland Empire II
<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> 3,674
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,674
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,044,104
<CURRENT-LIABILITIES> 217,362
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 826,742
<TOTAL-LIABILITY-AND-EQUITY> 1,044,104
<SALES> 0
<TOTAL-REVENUES> 1,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 46,010
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 800
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (45,810)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
