-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IpveAg4rLf7DuEZawOkRHbf2YYXVKamzbNAuXcfqB97jq14kYag+SQynBRCKvSqs /OeSz49o0HJRaheMGoq7ag== 0001061095-98-000046.txt : 19980820 0001061095-98-000046.hdr.sgml : 19980820 ACCESSION NUMBER: 0001061095-98-000046 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980819 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TMP INLAND EMPIRE VI LTD CENTRAL INDEX KEY: 0000885046 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 330386437 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-14405 FILM NUMBER: 98694117 BUSINESS ADDRESS: STREET 1: 801 N PARKCENTER DR STREET 2: STE 235 CITY: SANTA ANA STATE: CA ZIP: 92705 BUSINESS PHONE: 7148365503 10-K/A 1 AMENDED FORM 10-K/A FILED DECEMBER 31, 1997 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) [X] Annual report pursuant toSection 13 or 15 (d) of the Securities Exchange Act of 1934 (Fee Required) For the fiscal year ended December 31, 1996 [ ] Transition report pursuant to Section 13 or 15 (d) of the Securities Exchange act of 1934 (No Fee Required). For the transition from _________to____________ --------------- COMMISSION FILE NO. 0-19940 TMP INLAND EMPIRE VI, LTD., A CALIFORNIA LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) CALIFORNIA 33-0386437 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 801 N. 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) ------------- Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered ------------------- ------------------------------ N/A N/A Securities to be registered pursuant to Section 12(g) of the Act: UNITS OF LIMITED PARTNERSHIP INTEREST ------------------------------------- (Title of Class) Indicate by check mark whether the registrant (1) has 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 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 Table of Contents Independent Auditor's Report.................................... 1 Balance Sheet................................................... 2 Statement of Income............................................. 3 Statement of Partners' Capital.................................. 4 Statement of Cash Flows......................................... 5 Notes to FinancialStatements.................................... 6-9 Supplementary Information....................................... 10-12 Independent Auditor's Report To the Partners TMP Inland Empire VI, Ltd. (A California Limited Partnership) We have audited the accompanying balance sheet of TMP Inland Empire VI, Ltd. (A California Limited Partnership) as of December 31, 1997 and the related statements of income, partners' capital, and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit 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 audit provides 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 VI, Ltd. (A California Limited Partnership) as of December 31, 1997 and the results of its operations and its cash flows for the year then ended, in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information contained in Schedule I is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is stated fairly in all material respects in relation to the basic financial statements taken as a whole. Balser, Horowitz, Frank & Wakeling BALSER, HOROWITZ, FRANK & WAKELING An Accountancy Corporation Santa Ana, California January 26, 1998 except for Note 6, as to which the date is August 3, 1998
TMP INLAND EMPIRE VI, LTD. (A California Limited Partnership) Balance Sheet December 31, 1997 Assets 1997 Cash $ 126,159 Prepaid interest 43,495 Investment in unimproved land, at lower of cost or fair value 7,993,186 ---------- Total assets $ 8,162,840 ============= Liabilities and Partners' Capital --------------------------------- Due to affiliates $ 956 Property tax payable 39,151 Franchise tax payable 800 Notes payable 360,000 -------- Total liabilities 400,907 -------- Partners' capital (deficit) General partners (25,064) Limited partners; 11,500 equity units authorized and outstanding 7,786,997 --------- Total partners' capital 7,761,933 --------- Total liabilities and partners' capital $8,162,840 ==========
See Accompanying Notes and Independent Auditor's Report TMP INLAND EMPIRE VI, LTD. (A California Limited Partnership) Statement of Income For the Year Ended December 31, 1997 1997 ---- Income - ------ Interest income $ 3,018 Other income 456 ------------- Total income 3,474 Expenses - -------- Accounting 6,224 General partner fees 19,774 Expense reimbursements 17,933 ------------ Total expenses 43,931 ------------ Income or (loss) before income taxes (40,457) State franchise tax 800 ------------ Net income or (loss) $ (41,257) ============= Allocation of net income or (loss): General partners, in the aggregate $ (413) ============= Limited partners, in the aggregate $ (40,844) ============= Limited partners, per equity unit $ (3.55) ============== See Accompanying Notes and Independent Auditor's Report TMP INLAND EMPIRE VI, LTD. (A California Limited Partnership) Statement of Partners' Capital For the Year Ended December 31, 1997
General Limited Partners Partners Total Partners' capital (deficit), December 31, 1996 (24,651) 7,827,841 7,803,190 Net (loss) for 1997 (413) (40,844) (41,257) ----------- ---------- ---------- Partners' capital (deficit), December 31, 1997 $ (25,064) $7,786,997 $7,761,933 ========= ========= =========
See Accompanying Notes and Independent Auditor's Report
TMP INLAND EMPIRE VI, LTD. (A California Limited Partnership) Statement of Cash Flows For the Year Ended December 31, 1997 1997 Cash flow from operating activities Net income or (loss) $ (41,257) Adjustments to reconcile net income or (loss) to net cash used in operating activities: Increase in carrying costs (106,632) Increase or (decrease) in due to affiliates 387 Increase in prepaid interest (43,495) Increase or (decrease) in property tax payable 39,151 Increase or (decrease) in deferred income (456) ---------- Net cash (used in) operating activities (152,302) ----------- Cash flows from investing activities Land acquisition and development costs (386,554) Note receivable principal reduction 223,516 -------- Net cash provided by (used in) investing activities (163,038) -------- Cash flow from financing activities Borrowings through notes payable 410,000 Reduction in note payable (50,000) ------- Net cash provided by (used in) financing activities 360,000 ------- Net increase or (decrease) in cash 44,660 Cash, beginning of year 81,499 Cash, end of year $126,159 ========= Supplemental disclosures of cash flow information Income taxes paid $ 800 ======== Interest paid $ 84,469 ========
Other Disclosures The Partnership did not enter into any non-cash investing or financing activities during the year ended December 31, 1997. During the year ended December 31, 1997 land was acquired on a note foreclosure for $223,516. See Accompanying Notes and Independent Auditor's Report TMP INLAND EMPIRE VI, LTD. (A California Limited Partnership) Notes to Financial Statements December 31, 1997 Note 1 - Summary of significant accounting policies Accounting Method - The Partnership's policy is to prepare 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 are being amortized over a period of 40 years prior to 1992 and 5 years beginning in 1992. Investment in Unimproved Land - Investment in unimproved land is stated at 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 $1,231,617 represent costs incurred to raise capital and, accordingly, are recorded as a reduction in partners' capital (see Note 3). Income Taxes - The entity is treated as a partnership for income tax purposes and 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 due by the Partnership at December 31, 1997 and 1996 is $800. Cash and Cash Equivalents - For purposes of the statements of cash flows, the Partnership considers all cash in banks and all highly liquid investments with a maturity of three months or less to be cash equivalents. Estimates - In preparing financial statements in conformity with generally accepted accounting principles, management is required 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 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. The Partnership attempts to mitigate any potential risk by monitoring the market condition and holding the land parcels until the real estate market recovers. TMP INLAND EMPIRE VI, LTD. (A California Limited Partnership) Notes to Financial Statements December 31, 1997 Note 2 - Organization of the Partnership On March 20, 1990, the Partnership was formed 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 eleven separate parcels of unimproved real property in Riverside and San Bernardino Counties, California. The properties are to 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. During 1995, the Partnership sold one parcel and a portion of another parcel. 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 11,500 units at $1,000 each to qualified investors. As of December 31, 1990, all 11,500 units had been sold for total limited partner contributions of $11,500,000. 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% to the limited partners and 1% 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% per annum on their adjusted capital contributions. At that point, the limited partners are allocated 83.5% and the general partners 16.5% of profits, losses and cash distributions. There were no distributions in 1997. TMP INLAND EMPIRE VI, LTD. (A California Limited Partnership) Notes to Financial Statements December 31, 1997 Note 5 - Related party transactions Syndication costs (see Note 1) netted against partners' capital contributions include $1,150,000 in 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 $650,000 paid in prior years to TMP Properties and TMP Investments, Inc., the general partners, for services rendered in connection with the acquisition of the properties. The Partnership paid $19,774 in partnership management fees to the general partners during the year ended December 31, 1997. The Partnership was also charged $14,810 during the year ended December 31, 1997 by the general partner and an affiliated company of the general partner for office, secretarial and advertising expenses. At December 31, 1997 the Partnership had a payable of $956 to the general partner and the affiliated company. Note 6 - Re-statement and re-issuance of 1997 financial statements In compliance with Statement of Financial Accounting Standards No. 121 Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of (SFAS 121), the 1996 financial statements reported an expense for the decline in fair value of unimproved land of $2,013,087. The 1997 financial statements originally issued with the auditor's report dated January 28, 1998 reported $1,948,003 of income due to appreciation in fair value of land. Current clarification reveals that SFAS 121 does not provide for recording appreciation in fair value of an asset even in view of previously recording a decline in value. Therefore, these financial statements have been re-stated to remove the appreciation in fair value of land. In addition, certain carrying costs of land that were previously capitalized have been re-stated as current expenses in the amount of $43,811. TMP INLAND EMPIRE VI, LTD. (A California Limited Partnership) Notes to Financial Statements December 31, 1997 Note 7 - Note payable The Partnership entered into a loan agreement with an outside party who provided engineering services for the partnership. The total loan amount is $110,000. The principal amount is payable in full upon sale of the land parcels that engineering services were performed on or upon recordation of the final tract maps for the same parcels and is secured by those parcels. The loans are guaranteed by the three general partners of TMP Properties and by TMP Properties. The Partnership entered into a loan agreement with an outside party by offering parcels owned by the partnership as collateral. The total loan amount is $250,000. This note matures in July of 1999. Note 8 - Contingency The Partnership entered into a loan agreement with an outside party who provided engineering services for a land parcel. The loan of $108,408 was secured by a deed of trust and accrued interest at 10% per annum. The principal amount was payable upon sale of the land. In August 1995, the Partnership sold the land parcel and the new owner assumed the loan. However, the loan was guaranteed by the Partnership, the three general partners of TMP Properties, and TMP Properties, a general partnership. SUPPLEMENTARY INFORMATION TMP INLAND EMPIRE VI, LTD. (A California Limited Partnership) Schedule I - Real Estate and Accumulated Depreciation (Schedule XI, Rule 12-28, For SEC Reporting Purposes) For the Year Ended December 31, 1997
COSTS CAPITALIZED SUBSEQUENT Gross TO ACQUISITION amount ---------------------- at which Estimated Initial Carrying Carried at Accumulated Date of Date Dep. Description of Assets Encumbrances Costs Improvements Costs Year-End Depreciation Construction Acquired Life - --------------------- ------------ ----- ------------ ----- -------- ------------ ------------ -------- ---- Unimproved land - San Jacinto, CA -0- $ 1,560,977 -0- $181,235 $ 1,742,212 -0- n/a 6/21/90 n/a Unimproved land - Rancho Cal., CA -0- 1,744,082 -0- 168,223 1,912,305 -0- n/a 7/12/90 n/a Unimproved land - Palm Desert, CA -0- 3,534,200 -0- 371,434 3,905,634 -0- n/a 6/15/90 n/a Unimproved land - Perris, CA -0- 171,386 -0- 22,119 193,505 -0- n/a 1/30/90 n/a Unimproved land - Perris, CA -0- 246,869 -0- 28,227 275,096 -0- n/a 7/9/90 n/a Unimproved land - Perris, CA -0- 159,823 -0- 12,490 172,313 -0- n/a 4/16/90 n/a Unimproved land - Perris, CA -0- 237,466 -0- 24,788 262,254 -0- n/a 10/31/90 n/a Unimproved land - Elsinore, CA -0- 442,302 177 46,792 489,271 -0- n/a 9/19/90 n/a Unimproved land - Elsinore, CA -0- 97,000 4,580 9,831 111,411 -0- n/a 8/31/90 n/a Unimproved land - Adelanto, CA -0- 386,554 -0- 15,641 402,195 -0- n/a 7/23/97 n/a Unimproved land - Adelanto, CA -0- 477,783 -0- 62,294 540,077 -0- n/a 5/25/90 n/a --- ----------- ----- -------- --------- --- -0- $ 9,058,442 $4,757 $943,074 $10,006,273 -0- === =========== ===== ======== ========== === Reconciliation of carrying amount Beginning balance $ 9,513,087 Additions Initial costs $386,554 Carrying costs 106,632 ------- Total additions 493,186 ------- 10,006,273 Allowance for decline in fair value of unimproved land (2,013,087) Ending balance $ 7,993,186 See Accompanying Notes and Independent Auditor's Report
TMP INLAND EMPIRE VI, LTD. (A California Limited Partnership) Schedule I - Real Estate and Accumulated Depreciation (Schedule XI, Rule 12-28, For SEC Reporting Purposes) For the Year Ended December 31, 1996 COSTS CAPITALIZED SUBSEQUENT Gross TO ACQUISITION amount ---------------------- at which Estimated Initial Carrying Carried at Accumulated Date of Date Dep. Description of Assets Encumbrances Costs Improvements Costs Year-End Depreciation Construction Acquired Life - --------------------- ------------ ----- ------------ ----- ---------- ------------ ------------ -------- ---- Unimproved land - San Jacinto, CA -0- $1,560,977 -0- $163,819 $1,724,796 -0- n/a 6/21/90 n/a Unimproved land - Rancho Cal., CA -0- 1,744,082 -0- 151,235 1,895,317 -0- n/a 7/12/90 n/a Unimproved land - Palm Desert, CA -0- 3,534,200 -0- 333,862 3,868,062 -0- n/a 6/15/90 n/a Unimproved land - Perris, CA -0- 171,386 -0- 19,614 191,000 -0- n/a 1/30/90 n/a Unimproved land - Perris, CA -0- 246,869 -0- 25,546 272,415 -0- n/a 7/9/90 n/a Unimproved land - Perris, CA -0- 159,823 -0- 11,858 171,681 -0- n/a 4/16/90 n/a Unimproved land - Perris, CA -0- 237,466 -0- 22,577 260,043 -0- n/a 10/31/90 n/a Unimproved land - Elsinore, CA -0- 442,302 177 43,217 485,696 -0- n/a 9/19/90 n/a Unimproved land - Elsinore, CA -0- 97,000 4,580 8,907 110,487 -0- n/a 8/31/90 n/a Unimproved land - Adelanto, CA -0- 477,783 -0- 55,807 533,590 -0- n/a 5/25/90 n/a --- ---------- ------ ------- ----------- --- -0- $8,671,888 $4,757 $836,442 $9,513,087 -0- === ========= ===== ======= ========= === Reconciliation of carrying amount Beginning balance $9,427,903 Additions Initial costs $ 0 Carrying costs 85,184 ------ Total additions 85,184 ---------- 9,513,087 Allowance for decline in fair value of unimproved land (2,013,087) ---------- Ending balance $7,500,000 ========== See Accompanying Notes and Independent Auditor's Report TMP INLAND EMPIRE VI, LTD. (A California Limited Partnership) Schedule I - Real Estate and Accumulated Depreciation (Schedule XI, Rule 12-28, For SEC Reporting Purposes) For the Year Ended December 31, 1995 COSTS CAPITALIZED SUBSEQUENT Gross TO ACQUISITION amount ---------------------- at which Estimated Initial Carrying Carried at Accumulated Date of Date Dep. Description of Assets Encumbrances Costs Improvements Costs Year-End Depreciation Construction Acquired Life - --------------------- ------------ ----- ------------ ----- ---------- ------------ ------------ -------- ------ S> Unimproved land - San Jacinto, CA -0- $1,560,977 -0- $155,501 $1,716,478 -0- n/a 6/21/90 n/a Unimproved land - Rancho Cal., CA -0- 1,744,082 -0- 132,684 1,876,766 -0- n/a 7/12/90 n/a Unimproved land - Palm Desert, CA -0- 3,534,200 -0- 294,142 3,828,342 -0- n/a 6/15/90 n/a Unimproved land - Perris, CA -0- 171,386 -0- 17,503 188,889 -0- n/a 1/30/90 n/a Unimproved land - Perris, CA -0- 246,869 -0- 22,227 269,096 -0- n/a 7/9/90 n/a Unimproved land - Perris, CA -0- 159,823 -0- 10,432 170,255 -0- n/a 4/16/90 n/a Unimproved land - Perris, CA -0- 237,466 -0- 20,398 257,864 -0- n/a 10/31/90 n/a Unimproved land - Elsinore, CA -0- 442,302 177 39,988 482,467 -0- n/a 9/19/90 n/a Unimproved land - Elsinore, CA -0- 97,000 4,580 8,295 109,875 -0- n/a 8/31/90 n/a Unimproved land - Adelanto, CA -0- 477,783 -0- 50,088 527,871 -0- n/a 5/25/90 n/a --- ---------- ------ ------- --------- --- -0- $8,671,888 $4,757 $751,258 $9,427,903 -0- === ========= ===== ======= ========= === Reconciliation of carrying amount Beginning balance $10,754,365 Additions Improvements $ 177 Carrying costs 181,457 ------- Total additions 181,634 ------- Deductions Initial costs 1,331,996 Improvements 220 Carrying costs 175,880 --------- Total deductions 1,508,096 --------- Ending balance $ 9,427,903 ========== See Accompanying Notes and Independent Auditor's Report
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