<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
Quarterly Report under Section 13 or 15 (d) of
The Securities Exchange Act of 1934
For the Quarterly Period ended June 30, 1999
Commission File No. 0-19916
TMP INLAND EMPIRE VII, LTD
A CALIFORNIA LIMITED PARTNERSHIP
(Name of small business issuer as specified in its charter)
CALIFORNIA 33-0341829
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
801 North Parkcenter Drive, Suite 235
Santa Ana, California 92705
(Address of principal executive offices, including Zip Code)
(714) 836-5503
(Issuer's telephone number, including area code)
Check whether the issuer [1] 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 [ ]
Transitional Small Business Disclosure Format:____Yes__X__No
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The following financial statements are filed as a part of this form 10-QSB:
Balance Sheets as of June 30, 1999 and December 31, 1998, Statements of Income
for the three and six months ended June 30, 1999 and 1998, Statements of Cash
Flows for the six months ended June 30, 1999 and 1998.
The interim financial statements presented have been prepared by the Partnership
without audit and in the opinion of the management, reflect all adjustments of a
normal recurring nature necessary for a fair statement of (a) the results of
operations for the three and six months ended June 30, 1999 and 1998 (b) the
financial position at June 30, 1999 and ( c ) the cash flows for the six months
ended June 30, 1999 and June 30, 1998. Interim results are not necessarily
indicative of results for a full year.
The balance sheet presented as of December 31, 1998 has been derived from the
financial statements that have been audited by the Partnership's independent
public accountants. The financial statements and notes are condensed as
permitted by Form 10-QSB and do not contain certain information included in the
annual financial statements and notes of the Partnership. The financial
statements and notes included herein should be read in conjunction with the
financial statements and notes included in the Partnership's Form 10-KSB.
<PAGE>
<TABLE>
<CAPTION>
TMP INLAND EMPIRE VII, LTD.
A California Limited Partnership
Balance Sheets
June 30, December 31,
1999 1998
(unaudited)
------------ -------------
Assets
<S> <C> <C>
Cash $ 630 $ 547
Prepaid Expenses 0 5,039
Investment in Unimproved Land, net (Note 1) 2,678,451 2,590,709
------------ ------------
Total Assets $ 2,679,081 $ 2,596,295
============ ============
Liabilities and Partners Capital
Accounts Payable $ 480 $ 0
Due to Affiliates (Notes 5 and 6) 627,606 114,280
Franchise Tax Payable 800 800
Accrued Interest Payable (Note 7) 0 57,021
Notes Payable (Note 7) 358,825 666,529
------------ ------------
Total Liabilities 987,711 838,630
------------ ------------
General Partners (60,014) (59,351)
Limited Partners: 8,700 Equity Units
Authorized and Outstanding 1,751,384 1,817,016
------------ ------------
Total Partners Capital 1,691,370 1,757,665
------------ ------------
Total Liabilities and Partners Capital $ 2,679,081 $ 2,596,295
============ ============
</TABLE>
See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>
<CAPTION>
TMP INLAND EMPIRE VII, LTD.
A California Limited Partnership
Statements of Income
(unaudited)
Three Months Ended
June 30 June 30
1999 1998
------------ ------------
<S> <C> <C>
Income
Interest $ 5 $ 364
------------ -----------
Total Income 5 364
------------ ------------
Expenses
Accounting & Financial Reporting 8,764 2,389
Outside Professional Services 6,639 7,144
General & Administrative 3,349 4,721
Interest 17,638 163
------------ ------------
Total Expenses 36,390 14,417
------------ -----------
Net Loss $ (36,385) $ (14,053)
============ ===========
Allocation of Net Loss (Note 4):
General Partners, in the Aggregate: $ (364) $ (141)
============ ============
Limited Partners, in the Aggregate: $ (36,021) $ (13,912)
============ ============
Limited Partners, per Equity Unit: $ (4.14) $ (1.60)
============= ============
</TABLE>
See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>
<CAPTION>
TMP INLAND EMPIRE VII, LTD.
A California Limited Partnership
Statements of Income
(unaudited)
Six Months Ended
June 30 June 30
1999 1998
------------ -------------
<S> <C> <C>
Income
Interest $ 5 $ 920
----------- ------------
Total Income 5 920
----------- -----------
Expenses
Accounting & Financial Reporting 14,561 11,396
Outside Professional Services 13,427 28,562
General & Administrative 7,536 5,815
Interest 29,976 163
----------- ------------
Total Expenses 65,500 45,936
----------- ------------
Loss Before Taxes (65,495) (45,016)
State Franchise Tax 800 800
Net Loss $ (66,295) $ (45,816)
=========== ============
Allocation of Net Loss (Note 4):
General Partners, in the Aggregate: $ (663) $ (458)
============ ============
Limited Partners, in the Aggregate: $ (65,632) $ (45,358)
============ ============
Limited Partners, per Equity Unit: $ (7.54) $ (5.21)
============ ============
</TABLE>
See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>
<CAPTION>
TMP INLAND EMPIRE VII, LTD
A California Limited Partnership
Statement of Cash Flows
(unaudited)
Six Months Ended
June 30 June 30
1999 1998
------------ ------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net Loss $ (66,295) $(45,816)
Adjustments to Reconcile Net Loss to Net Cash
Provided By (Used In) Operating Activities:
Increase (Decrease) in Due to Affiliates 513,326 (4,329)
Decrease in Prepaid Expenses 5,039 18,428
Increase (Decrease) in Interest & Accounts Payable (56,541) 13,896
Decrease in Property Taxes Payable 0 (18,122)
--------- --------
Net Cash Provided By (Used In)
Operating Activities 395,529 (35,943)
Cash Flows from Investing Activities:
Increase in Investment in Unimproved Land (87,742) (75,734)
--------- --------
Net Cash Used In Investing Activities (87,742) (75,734)
Cash Flows from Financing Activities:
Borrowings on Notes Payable 0 63,075
Payments Made on Notes Payable (307,704) 0
--------- -------
Net Cash Provided By (Used In)
Financing Activities (307,704) 63,075
--------- --------
Increase (Decrease) in Cash 83 (48,602)
Cash, Beginning of Period 547 96,862
Cash, End of Period $ 630 $ 48,260
======== ========
Supplemental Disclosure of
Cash Flow Information:
- -----------------------------
Cash Paid for Taxes $ 800 $ 800
========= ========
Cash Paid for Interest $ 26,278 $ 23,575
========= ========
</TABLE>
See Accompanying Notes to Financial Statements
<PAGE>
TMP INLAND EMPIRE VII, LTD.
A California Limited Partnership
Notes to the Financial Statements
For the Six Months Ended June 30, 1999
(Unaudited)
Note 1 - General and Summary of Significant Accounting Policies
General - TMP Inland Empire VII, Ltd. (the Partnership) was organized in 1990 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 and property taxes). These costs are added to
the cost of the properties and are deducted from the sales prices to determine
gains when properties are sold.
Syndication Costs - Syndication costs (such as commissions, printing, and legal
- -----------------
fees) totaling $1,007,223 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 Partnership is treated as a general and limited 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.
<PAGE>
TMP INLAND EMPIRE VII, LTD.
A California Limited Partnership
Notes to the Financial Statements
For the Six Months Ended June 30, 1999
(Unaudited)
Note 2 - Organization of the Partnership
The Partnership was originally formed on July 20, 1990 with TMP Properties (A
California General partnership) and TMP Investments, Inc. (A California
Corporation) as the general partners. The partners' of TMP Properties are
William O. Passo, Anthony W. Thompson and Scott E. McDaniel. William O. Passo
and Anthony W. Thompson were the shareholders of TMP Investments, Inc. until
October 1, 1995, when they sold their shares to TMP Group, Inc. and then became
the shareholders of TMP Group, Inc.
The Partnership originally acquired four separate parcels of unimproved real
property in Riverside and San Bernardino Counties, California. During 1992, one
additional parcel in Riverside County was purchased by the Partnership. 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.
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 8,700 units at $1,000 each to qualified
investors. As of December 31, 1992, all 8,700 units had been sold for total
limited partner contributions of $8,700,000. There have been no contributions
made by the general partners since its formation. As described in Note 1,
syndication costs have been recorded as a reduction in partners' capital.
Note 4 - Allocation of Profits, Losses and Cash Distributions
Profits, losses, and cash distributions are allocated 99 percent to the limited
partners and one percent to the general partners until the limited partners have
received an amount equal to their capital contributions plus a cumulative,
non-compounded return of six percent per annum based on their adjusted capital
account balances. At that point, remaining profits, losses and cash
distributions are allocated 83.5 percent to the limited partners and 16.5
percent to the general partners. There were no distributions in 1999 or 1998.
<PAGE>
TMP INLAND EMPIRE VII, LTD.
A California Limited Partnership
Notes to the Financial Statements
For the Six Months Ended June 30, 1999
(Unaudited)
Note 5 - Agreements with PacWest
In March 1998, the general partners of the Partnership 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 of the Partnership and ten other related partnerships (the TMP
Land Partnerships). In addition, PacWest agreed to pay up to an additional
$300,000 for any deficit capital accounts for these 11 partnerships in exchange
for the rights to the general partners' distributions; referred to as a
"distribution fee" as defined by the Financing Agreement.
Pursuant to a management, administrative, and consulting agreement (the
Management Agreement), PacWest has acquired the general partners' unsubordinated
1% interest in the Partnership and assumed responsibility for all partnership
administration while not replacing any of the general partners.
In addition, PacWest has agreed to loan and/or secure a loan for the Partnership
and the ten other related TMP Land Partnerships in the amount of $2,500,000.
Loan proceeds will be allocated among the 11 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 over a 24-month period
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,
reduction of existing debt, property taxes in arrears, appropriate entitlement
costs and partnership operations.
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.
In April 1998, PacWest entered into the Management Agreement with the general
partners of the Partnership to provide the Partnership with overall management,
administrative and consulting services. PacWest currently contracts with third
party service providers to perform certain of the financial, accounting, and
investor relations' services for the Partnership. PacWest will charge a fee for
its administrative services equal to an amount not to exceed the average
reimbursements to the general partners for such services over the past five
years. As of June 30, 1999, the Partnership has an amount due of approximately
$628,000 to PacWest related to the aforementioned agreements.
<PAGE>
TMP INLAND EMPIRE VII, LTD.
A California Limited Partnership
Notes to the Financial Statements
For the Six Months Ended June 30, 1999
(Unaudited)
Note 6 - Related Party Transactions
Syndication costs (see Notes 1 and 3) netted against partners' capital
contributions include $870,000 of selling commissions paid in prior years to TMP
Capital Corp. for the sale of partnership units of which a portion was then paid
to unrelated registered representatives. William O. Passo and Anthony W.
Thompson were the shareholders of TMP Capital Corp. until October 1, 1995, when
they sold their shares to TMP Group, Inc.
Investment in unimproved land includes acquisition fees of $500,000 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.
See Note 5 regarding information on management of the Partnership during 1999.
Note 7 - Notes Payable
In 1997, the Partnership entered into an amended loan agreement with an outside
party who provided engineering services for various land parcels. The loan
amount of $317,704 accrued interest at 10% per annum, and the interest was
payable on or before February 28, 1998. The principal amount was payable in full
upon sale of the land parcels or upon recordation of the final tract maps for
the same parcels and was secured by those parcels. The loan was guaranteed by
the three general partners of TMP Properties and by TMP Properties. The note was
repaid in full in February 1999.
In February 1997, the Partnership entered into a loan agreement with an outside
party by offering parcels owned by the Partnership as collateral. The total loan
amount of $125,000 accrued interest at 14% per annum, and the interest is
payable monthly beginning April 1, 1997 and the principal was originally due in
February 1999. In February 1999, the note payable was amended to extend the due
date to February 2001, to decrease the interest rate to 12.25% and reduce the
monthly interest payment to $1,276 per month beginning on March 1, 1999. For the
six months ended June 30, 1999, $7,839 of interest has been paid and capitalized
to investment in unimproved land.
In 1997, the Partnership entered into a loan agreement with an outside party by
offering parcels owned by the Partnership as collateral. The total loan amount
of $233,825 accrues interest at 13.5% per annum, and the interest is payable
<PAGE>
TMP INLAND EMPIRE VII, LTD.
A California Limited Partnership
Notes to the Financial Statements
For the Six Months Ended June 30, 1999
(Unaudited)
Note 7 - Notes Payable (continued)
monthly. This note TMP matures in November 1999. For the six months ended June
30, 1999, $18,439 of interest has been paid and capitalized to investment in
unimproved land.
Note 8 - Year 2000 Issue (unaudited)
Like other organizations and individuals around the world, the Partnership could
be adversely affected if the computer systems it uses and those used by the
Partnership's major customers and vendors do not properly process and calculate
date-related information and data from and after January 1, 2000. This is
commonly known as the "Year 2000 Issue." Management is assessing its computer
systems and the systems compliance issues of its major service providers. Based
on information available to management, the Partnership's major customers and
vendors are taking steps that they believe are reasonably designed to address
the Year 2000 Issue with respect to computer systems that they use. At this
time, however, there can be no assurance that these steps will be sufficient,
and the failure of a timely completion of all necessary procedures could have a
material adverse effect on the Partnership's operations. Management will
continue to monitor the status of, and its exposure to, this issue.
<PAGE>
TMP INLAND EMPIRE VII, LTD.
A California Limited Partnership
For the Six Months Ended June 30, 1999
Item 2. Management's Discussion and Analysis of Financial Condition and Result
of Operations.
The following discussion and analysis provides information that the
Partnership's management believes is relevant to an assessment and understanding
of the Partnership's results of operations and financial condition. This
discussion should be read in conjunction with the financial statements and
footnotes, which appear elsewhere in this report.
This Quarterly Report on Form 10-QSB contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, which are subject to the "safe harbor" created
by that section. Words such as "expects," "anticipates," "intends," "plans,"
"believes," "seeks," "estimates" and similar expressions or variations of such
words are intended to identify forward-looking statements, but are not the
exclusive means of identifying forward-looking statements in this report.
Additionally, statements concerning future matters such as the features,
benefits and advantages of the Partnership's property regarding matters that are
not historical are forward-looking statements. Such statements are subject to
certain risks and uncertainties, including without limitation those discussed in
"Risk Factors" sections of this report. The Partnership's actual future results
could differ materially from those projected in the forward-looking statements.
The Partnership assumes no obligation to update the forward-looking statements.
Readers are urged to review and consider carefully the various disclosures made
by the Partnership in this report, which attempts to advise interested parties
of the risks and factors that may affect the Partnership's business, financial
condition and results of operations.
Results of Operations
The following discussion should be read in conjunction with the attached
financial statements and notes thereto and with the Partnership's audited
financial statements and notes thereto for the fiscal year ended December 31,
1998.
During the period from inception (July 20, 1990) through December 31, 1991, the
Partnership was engaged primarily in the sale of Units of Limited Partnership
Interest and the investment of the subscription proceeds to purchase parcels of
unimproved real property. The only cash revenues received during 1993-1998 was
from the interest income earned on funds held.
The Partnership recognized a losses in 1995 and 1996 due to the write-down in
value of the Partnership land. The decline in land value was due mainly to the
downturn in Southern California's real estate market.
<PAGE>
TMP INLAND EMPIRE VII, LTD.
A California Limited Partnership
For the Six Months Ended June 30, 1999
In compliance with Statement of Financial Accounting Standards No. 121-
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Disposed of (SFAS 121), the 1996 financial statements reported an expense for
the decline in fair value of unimproved land of $3,546,049. The 1997 financial
statements originally issued with the auditor's report dated January 28, 1998
reported $1,824,767 of income due to appreciation in fair value of land.
Pursuant to additional review by management and the predecessor accounting firm,
it was determined that SFAS 121 does not provide for recording appreciation in
fair value of a real estate asset. Therefore, the predecessor independent
accounting firm restated the 1997 financial statements on August 3, 1998 to
reverse the appreciation in fair value of land.
The Partnership's management believes that inflation has not had a material
effect on the Partnership's results of operations or financial condition.
Fiscal Quarters Ended June 30, 1999 and 1998
Partnership revenues during the six periods ended June 30, 1999 and 1998
consisted primarily of interest income. No properties were sold during the
periods presented.
Investing activities for the three months ended June 30, 1999 and 1998 used
approximately $85,000 and $76,000 of cash, respectively; mainly to pay for
development and carrying costs of the land held for investment. Financing
activities for the six months ended June 30, 1999 used approximately $308,000 to
payoff a note payable. Financing activities for the six months ended June 30,
1998 provided approximately $63,000 from the proceeds from certain notes
payable.
Total expenses for the three months ended June 30, 1999 compared with the three
months ended June 30, 1998, increased by approximately $22,000, or 60%, due
primarily to the increase in accounting and financial reporting and interest
expense. Accounting and financial reporting recognizes the costs associated with
enhancing of accounting and financial functions provided pursuant to the
Management Agreement. Interest Expense increased by approximately $17,500 or 99%
pursuant to the Financing Agreement with PacWest entered into April 1, 1998.
Total expenses for the six months ended June 30, 1999 compared with the six
months ended June 30, 1998, increased by approximately $19,600, or 30%, due
primarily to the increase in accounting and financial reporting and interest
expense. Accounting and financial reporting recognizes the costs associated with
enhancing of the accounting and financial functions provided pursuant to the
Management Agreement. Interest Expense increased by approximately $29,800 or 99%
pursuant to the Financing Agreement with PacWest entered into April 1, 1998 and
therefore only three months of interest expense was incurred during the period
ended June 30, 1998.
<PAGE>
TMP INLAND EMPIRE VII, LTD.
A California Limited Partnership
For the Six Months Ended June 30, 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. During the six month period
ended June 30, 1999, the Partnership paid off one of its' notes payable which
required approximately $365,000 of funds (principal and interest) from PacWest.
The Partnership had five properties as of June 30, 1999 that are being held for
appreciation and resale. Upon the sale of each property, the Partnership intends
to distribute the sales proceeds, less any reserves needed for operations, to
the partners.
Liquidity and Capital Resources
The Partnership has raised a total of $7,722,751, net of syndication costs, from
the sale of limited partnership units. During the period from inception through
December 31, 1995, the Partnership acquired a total of five properties for all
cash at a total expenditure of $7,457,705. 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 five properties are being held for resale. Upon sale,
if any, the Partnership intends to distribute the sales proceeds, less any
reserves needed for operations, to the partners.
The Partnership owns land in the Riverside and San Bernardino counties. That
region of Southern California experienced a significant economic recession that
has substantially eroded the value of real estate in that area. The region is
beginning to show some signs of recovery; however, the recovery has been very
slow.
In March and November 1997, the general partners procured loans of $125,000 and
$233,825, respectively to provide cash for partnership operations. The loans are
secured by partnership land. (See Note 7 of the accompanying financial
statements).
The Partnership had a note with Ludwig Engineering for the engineering on the
Victorville 70-acre parcel. This note was paid off in February 1999. (See Note 7
in the accompanying financial statements).
There are no current plans to further develop any of the parcels, and it is
expected that no such plans would be undertaken unless adequate funding could be
obtained, either from the sale or refinancing of parcels or from a joint venture
partner.
<PAGE>
TMP INLAND EMPIRE VII, LTD.
A California Limited Partnership
For the Six Months Ended June 30, 1999
In March, 1998, the general partners of the Partnership 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 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 11 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 over a 24-month period 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.
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.
In April 1998, PacWest entered into a management, administrative and consulting
agreement (the Management Agreement) with the General partners of the
Partnership to provide the Partnership with overall management, administrative
and consulting services. PacWest currently contracts with third party service
providers to perform certain of the financial, accounting, and investor
relations' services for the Partnership. PacWest is paid an annual fee of
$15,998 for its administrative services.
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.
<PAGE>
TMP INLAND EMPIRE VII, LTD.
A California Limited Partnership
For the Six Months Ended June 30, 1999
RISK FACTORS
Year 2000 Compliance. Many currently installed computer systems and software
products are coded to accept only two digit entries in the date code field.
Beginning in the year 2000, these date code fields will need to accept four
digit entries to distinguish 21st century dates. As a result, computer systems
and/or software used by organizations may need to be upgraded to comply with the
"Y2K" requirements. There is significant uncertainty in the software and
information services industries concerning the potential effects associated with
such compliance. While the Partnership believes that its systems are compatible
with Y2K applications, there can be no assurance that all partnership systems
will function properly in all operating environments and on all platforms. The
failure to comply with Y2K requirements by systems not designed by the
Partnership may also have a material adverse effect on the Partnership's
business, financial condition and results of operations. The Partnership has
developed and implemented a plan to identify and address potential difficulties
associated with Y2K issues and does not expect to expend any significant funds
as a result of these issues.
The Partnership utilizes a number of computer software programs and operating
systems across its organization including applications used in financial
business systems and various administrative functions. The Partnership has
established an action plan for addressing Year 2000 issues. As a general matter,
the Partnership is vulnerable to failures by third parties to address their own
Year 2000 issues. The Partnership relies heavily upon third parties for
financial services. There can be no assurance that the Partnership's suppliers
and other third parties will adequately address their Year 2000 issues, and any
such issues could have a material adverse affect upon the Partnership's
financial condition and results of operation.
The Partnership has not spent a material amount of financial resources to
remediate Year 2000 problems and does not anticipate that it will spend a
material amount of financial resources to remediate Year 2000 problems in the
future. The costs of such remediation will be part of the Partnership's general
and administrative expenses.
<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: August 4, 1999
TMP INLAND EMPIRE VII, 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. Vice President
By: TMP Properties, A California General Partnership as Co-General Partner
By: \s\ William O. Passo
-------------------------------------
William O. Passo, Partner
By: \s\ Anthony W. Thompson
-------------------------------------
Anthony W. Thompson, Partner
By: \s\ Scott E. McDaniel
-------------------------------------
Scott E. McDaniel Partner
By: JAFCO, Inc., A California Corporation as Chief Accounting Officer
By: \s\ John A. Fonseca
-------------------------------------
John A. Fonseca, President
