<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 June 30, 1997
----------------------
Commission File No. 0-20120
TMP INLAND EMPIRE VII, LTD.
A CALIFORNIA LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
CALIFORNIA 33-0416043
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
801 North Parkcenter Drive, Suite 235 92705
Santa Ana, California (Zip Code)
(Address of principal executive office)
(714) 836-5503
(Registrant's telephone number, including area code)
----------------------
Indicate by check mark whether Registrant has [1] filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the registrant was required
to file such reports) and [2] has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]
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TMP INLAND EMPIRE VII, LTD
a California Limited Partnership
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 June 30, 1997 and December 31, 1996,
Statements of Income for the three and six months ended June 30, 1997
and 1996,
Statements of Cash Flows for the six months ended June 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 June 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 VII, LTD
a California Limited Partnership
Balance Sheets
<TABLE>
<CAPTION>
June 30, 1997 December 31, 1996
------------- -----------------
<S> <C> <C>
Assets
Cash $ 11,720 $ 7,755
Property Held For Investment 2,381,947 2,300,000
Total Assets 2,393,667 2,307,755
=========== ===========
Liabilities and Partners Capital
Accrued Interest Payable 101,431 85,165
Accounts Payable & Accrued Liabilities 22,604 703
Taxes Payable 15,672 87,494
Notes Payable (Note 3) 348,868 229,628
Total Liabilities 488,575 402,990
Partners' capital
General Partners (57,877) (57,880)
Limited Partners 8,700 equity
units authorized and outstanding 1,962,969 1,962,645
Total Partners Capital 1,905,092 1,904,765
Total Liabilities & Partners Capital $ 2,393,667 $ 2,307,755
=========== ===========
</TABLE>
<PAGE> 4
TMP INLAND EMPIRE VII, LTD.
a California Limited Partnership
Statements of Income
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30 June 30 June 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 111 106 327 862
Gross Income 111 106 327 862
General & Admin. Expense 0 171 0 1,028
Net Income 111 (68) 327 (166)
Allocation of Net Income (Loss) (Note 2):
General Partners 1 (1) 3 (2)
Limited Partners 110 (67) 324 (164)
Limited Partners, per unit .01 (0.01) .04 (.02)
</TABLE>
<PAGE> 5
TMP INLAND EMPIRE VII, LTD.
a California Limited Partnership
Statement of Cash Flows
<TABLE>
<CAPTION>
Six Months Ended June 30,
1997 1996
<S> <C> <C>
Net Income (Loss) $ 327 $ (166)
Add Non-Cash Items:
Amortization of organization costs 0 1,028
Changes in:
Accounts Payable and Accrued Liabilities 38,167 (3,557)
Property Taxes Payable (71,821) 46,903
Net Cash provided by (used in)
Operating Activities (33,327) 44,208
Investment in Land (81,947) (48,657)
Net Cash provided by (used in)
Investing Activities (81,947) (48,657)
Notes Payable 119,239 0
Net Cash provided by Financing Activities 119,239 0
Net Increase (Decrease) in Cash 3,965 (4,449)
Cash, Beginning of Period 7,755 8,660
Cash, End of Period $ 11,720 $ 4,211
========= ========
</TABLE>
<PAGE> 6
TMP INLAND EMPIRE VII, LTD
a California Limited Partnership
Notes to the Financial Statements
For the Three and Six Month Periods Ended June 30, 1997
(Unaudited)
NOTE 1 - Summary of Significant Accounting Policies
Accounting Method - TMP Inland Empire VII, 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 83.5 percent to the limited partners and 16.5
percent to the general partners.
As of June 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 - Notes Payable
As of June 30, 1997 and 1996, the Partnership had three notes payable totaling
$229,628 to a third party engineering company. The notes were issued in return
for engineering work performed and are due and payable upon sale of certain
Partnership properties, or March 1, 1997, whichever comes first. The notes bear
interest at 10 percent per annum. The general partners have negotiated a one
year extension on the notes in return for securing the notes as first trust
deeds.
Additionally, as of June 30, 1997, the Partnership had a note payable to a
private lender. The note bears interest at 14% per annum and matures February
1999. The note is secured by Partnership land.
<PAGE> 7
TMP INLAND EMPIRE VII, LTD.
a California Limited Partnership
For the Three and Six Month Periods Ended June 30, 1997
Item 2. Management's Discussion and Analysis of Financial Condition
Results of Operations.
Partnership revenues during the three and six month periods ended June 30, 1997
and 1996 consisted primarily of interest earned on funds held in reserve. No
properties were sold during the periods presented.
During the six months ended June 30, 1997, the Partnership used
approximately $33,000 for operating activities. Investing activities used
approximately $82,000 for carrying costs of the land held for investment.
Financing activities provided approximately $119,000 from the proceeds of a note
payable.
For the six months ended June 30, 1996, the Partnership used approximately
$44,000 for operating activities and investing activities used approximately
$48,000 for carrying costs of the land held for investment.
The Partnership had five properties at June 30, 1997 that are being held for
appreciation and resale. Upon the property sale, the Partnership intends to pay
Partnership obligations and distribute the remaining sales proceeds, less any
reserves needed for operations, to the partners.
The Partnership has insufficient cash on hand to meet the anticipated cash
requirements of the Partnership for the next twelve months. Management will
attempt to procure a loan secured by Partnership land, as well as withhold
payment of certain expenses such as property taxes. As of June 30, 1997, no such
loan had been established and there is no assurance that management will be
successful in securing such a loan.
<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: August 10, 1997
TMP INLAND EMPIRE VII, LTD.
a California Limited Partnership
By: TMP Investments, Inc., as General Partner
By: /s/
------------------------------------
William O. Passo, President
By: /s/
------------------------------------
Anthony W. Thompson, Exec. V.P.
By: /s/
------------------------------------
Michael C. Sun,
Chief Financial Officer
By: TMP Properties, a California General
Partnership
as General Partner
By: /s/
------------------------------------
William O. Passo, General Partner
By: /s/
------------------------------------
Anthony W. Thompson, General Partner
By: /s/
------------------------------------
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> APR-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 11,720
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 2,381,946
<CURRENT-ASSETS> 2,393,666
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,393,666
<CURRENT-LIABILITIES> 488,574
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,905,092
<TOTAL-LIABILITY-AND-EQUITY> 2,393,666
<SALES> 111
<TOTAL-REVENUES> 111
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 111
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 111
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
