-----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, Am6i+v4j3Yn5qcR+hti6y2nKD46ECO7TWnKXs9WmRgLQXLlbAqEisUN8ukBdS0D1 DG3oOHXqn3lo8uBs/v7CBw== 0001061095-98-000050.txt : 19980820 0001061095-98-000050.hdr.sgml : 19980820 ACCESSION NUMBER: 0001061095-98-000050 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 V LTD CENTRAL INDEX KEY: 0000885049 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 330368324 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-14407 FILM NUMBER: 98694176 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. 0-19916 TMP INLAND EMPIRE V, LTD., A CALIFORNIA LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) CALIFORNIA 33-0368324 (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 V, Ltd. (A California Limited Partnership) We have audited the accompanying balance sheet of TMP Inland Empire V, 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 V, 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 V, LTD. (A California Limited Partnership) Balance Sheet December 31, 1997 Assets 1997 Cash $ 32,509 Notes receivable 92,010 Investment in unimproved land, at lower of cost or fair value 4,675,102 ----------- Total assets $ 4,799,621 ============ Liabilities and Partners' Capital --------------------------------- Property taxes payable $ 180,150 Interest payable 1,563 Commissions payable 5,400 Due to affiliates 932 Franchise tax payable 800 Notes payable 125,000 ------------ Total liabilities 313,845 ============ Partners' capital (deficit) General partners (44,323) Limited partners; 10,000 equity units authorized and outstanding 4,530,099 --------- Total partners' capital 4,485,776 --------- Total liabilities and partners' capital $4,799,621 ==========
See Accompanying Notes and Independent Auditor's Report TMP INLAND EMPIRE V, LTD. (A California Limited Partnership) Statement of Income For the Year Ended December 31, 1997 1997 ---- Income - ------ Interest income $ 8,417 ------------- Total income 8,417 Expenses - -------- Accounting 7,705 General partner fees 17,491 Expense reimbursements 16,341 ------------ Total expenses 41,537 ------------ Income or (loss) before income taxes (33,120) State franchise tax 800 ------------ Net income or (loss) $ (33,920) ============= Allocation of net income or (loss): General partners, in the aggregate $ (339) ============= Limited partners, in the aggregate $ (33,581) ============= Limited partners, per equity unit $ (3.36) ============== See Accompanying Notes and Independent Auditor's Report TMP INLAND EMPIRE V, 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 (43,984) 4,563,680 4,519,696 Net (loss) for 1997 (339) (33,581) (33,920) ----------- ---------- ---------- Partners' capital (deficit), December 31, 1997 $(44,323) $4,530,099 $4,485,776 ========= ========= =========
See Accompanying Notes and Independent Auditor's Report
TMP INLAND EMPIRE V, 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) $ (33,920) Adjustments to reconcile net income or (loss) to net cash used in operating activities: Increase in carrying costs (75,102) Increase in property taxes payable 45,812 Increase in interest payable (43,495) Increase or (decrease) in property tax payable 1,563 Increase or (decrease) in due to affiliates 371 ---------- Net cash (used in) operating activities (61,276) ----------- Cash flows from investing activities (Increase) or decrease in notes receivable 24,990 Proceeds from sale of property 0 -------- Net cash provided by investing activities (24,990) -------- Cash flow from financing activities Proceeds from notes payable 0 ------- Net cash provided by financing activities 0 ------- Net increase or (decrease) in cash (36,286) Cash, beginning of year 68,795 ------- Cash, end of year $ 32,509 ======= Supplemental disclosures of cash flow information Income taxes paid $ 800 ======== Interest paid $ 18,750 ========
Other Disclosures For the year ended December 31, 1997, the Partnership did not enter into any non-cash investing or financing activities. The Partnership did not have any short-term highly liquid investments for the year ended December 31, 1997. See Accompanying Notes and Independent Auditor's Report TMP INLAND EMPIRE V, 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. These costs were capitalized and amortized over a period of 40 years prior to 1992 and were changed to a 5-year amortization schedule in 1992. Organization costs were fully amortized in 1996. 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 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 $1,081,818 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 is $800. Cash and Cash Equivalents - For purposes of the statements of cash flows, the Partnership considers all highly liquid debt instruments purchased 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 V, LTD. (A California Limited Partnership) Notes to Financial Statements December 31, 1997 Note 2 - Organization of the Partnership On November 16, 1989, 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 thirteen separate parcels of unimproved real property in Riverside and San Bernardino Counties, California. The properties were 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. A portion of one parcel was sold in 1992 and the proceeds were retained for working capital. During 1993, the Partnership foreclosed on property underlying a note receivable and subsequently sold the property. During 1995, the Partnership sold a portion of one 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 10,000 units at $1,000 each to qualified investors. By December 31, 1990, all 10,000 units had been sold for total limited partner contributions of $10,000,000. 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 V, 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 $1,000,000 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 approximately $617,562 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 $17,491 in partnership management fees to the general partners for the year ended December 31, 1997. Sales comm- issions payable to Regal Realty, which is wholly owned by Scott E. McDaniel, total $5,400 at December 31, 1997. 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. The Partnership was also charged $9,505 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 $932 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 $3,922,730. The 1997 financial statements originally issued with the auditor's report dated January 28, 1998 reported $1,782,361of 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 $41,537. TMP INLAND EMPIRE V, LTD. (A California Limited Partnership) Notes to Financial Statements December 31, 1997 Note 7 - Notes receivable The Partnership sold a parcel of land and as a part of the sale proceeds received a note for $141,000. The note is secured by a deed of trust and is due on September 1, 2002. Interest accrues at 7% per annum, and the borrower is to make monthly payments of $3,000 starting August 6, 1996, however, interest begins accruing December 29, 1996. As of December 31, 1997, $7,280 of interest has been received. Note 8 - Notes payable The Partnership borrowed $125,000 from a private mortgage company. The note is secured by a deed of trust on a parcel of land owned by the Partnership in Victorville, California. The note is due on August 1, 1998. Interest accrues at 15% per annum payable in monthly installments of $1,562.50 starting September 1, 1996. As of December 31, 1997, $27,344 of interest has been paid and is capitalized to land carrying cost. Note 9 - Property taxes payable
Property taxes payable at December 31, 1997 are as follows: 1994 $ 48,201 1995 56,269 1996 29,868 1997 45,812 ----------- $ 180,150
If the property taxes remain delinquent for five years, then the County can foreclose on the property. Management plans to take necessary actions to prevent foreclosures. SUPPLEMENTARY INFORMATION TMP INLAND EMPIRE V, 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
TMP INLAND EMPIRE V, 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 Gross SUBSEQUENT amount TO ACQUISITION at which Estimated ---------------------- Initial Carrying Carried at Accumulated Date of Date Depreciable escription of Assets Encumbrances Costs Improvements Costs Year-End Depreciation Construction Acquired Life Unimproved land - Perris, CA -0- $ 95,786 -0- $ 10,189 $ 105,975 -0- n/a 10/3/89 n/a Unimproved land - Perris, CA -0- 93,088 -0- 10,687 103,775 -0- n/a 10/3/89 n/a Unimproved land - Rialto, CA -0- 490,180 -0- 65,496 555,676 -0- n/a 6/8/90 n/a Unimproved land - Adelanto, CA -0- 287,351 -0- 30,518 317,869 -0- n/a 5/25/90 n/a Unimproved land - Adelanto, CA -0- 490,593 -0- 61,195 551,788 -0- n/a 3/8/90 n/a Unimproved land - Mojave, CA -0- 591,209 -0- 80,348 671,557 -0- n/a 7/10/90 n/a Unimproved land - Mojave, CA -0- 1,090,017 -0- 117,142 1,207,159 -0- n/a 3/12/90 n/a Unimproved land - Victorville, CA -0- 272,140 -0- 28,205 300,345 -0- n/a 1/12/90 n/a Unimproved land - Victorville, CA -0- 1,204,302 -0- 157,331 1,361,633 -0- n/a 2/20/90 n/a Unimproved land - Victorville, CA -0- 859,635 722 97,313 956,948 -0- n/a 4/23/90 n/a Unimproved land - Victorville, CA -0- 1,107,264 -0- 124,765 1,232,029 -0- n/a 4/16/90 n/a Unimproved land - Victorville, CA -0- 958,623 -0- 106,345 1,064,968 -0- n/a 4/10/90 n/a Unimproved land - Victorville, CA -0- 138,751 -0- 29,359 168,110 -0- n/a 11/26/91 n/a --- --------- --- ------- --------- --- -0- $7,678,939 722 $918,893 $8,597,832 -0- === ========== === ======== ========== === Reconciliation of carrying amount Beginning balance $8,522,730 Additions Improvements $ -0- Carrying costs 75,102 Total additions 75,102 ------ 8,597,832 Allowance for decline in fair value of unimproved land (3,922,730) ---------- Ending balance $4,675,102 ========== See Accompanying Notes and Independent Auditor's Report
TMP INLAND EMPIRE V, 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 Gross SUBSEQUENT amount TO ACQUISITION at which Estimated ------------------------ Initial Carrying Carried a Accumulated Date of Date Depreciable Description of Assets Encumbrances Costs Improvements Costs Year-End Depreciation Construction Acquired Life - --------------------- ------------ ------- ------------ ----- -------- ------------ ------------ -------- ---------- Unimproved land - Perris, CA -0- $ 95,786 -0- $ 8,140 $ 103,926 -0- n/a 10/3/89 n/a Unimproved land - Perris, CA -0- 93,088 -0- 8,479 101,567 -0- n/a 10/3/89 n/a Unimproved land - Rialto, CA -0- 490,180 -0- 46,997 537,177 -0- n/a 6/8/90 n/a Unimproved land - Adelanto, CA -0- 287,351 -0- 22,990 310,341 -0- n/a 5/25/90 n/a Unimproved land - Adelanto, CA -0- 490,593 -0- 49,034 539,627 -0- n/a 3/8/90 n/a Unimproved land - Mojave, CA -0- 591,209 -0- 69,479 660,688 -0- n/a 7/10/90 n/a Unimproved land - Mojave, CA -0- 1,090,017 -0- 87,767 1,177,784 -0- n/a 3/12/90 n/a Unimproved land - Victorville, CA -0- 272,140 -0- 23,848 295,988 -0- n/a 1/12/90 n/a Unimproved land - Victorville, CA -0- 1,204,302 -0- 124,168 1,328,470 -0- n/a 2/20/90 n/a Unimproved land - Victorville, CA -0- 859,635 722 72,100 932,457 -0- n/a 4/23/90 n/a Unimproved land - Victorville, CA -0- 1,107,264 -0- 93,005 ,200,269 -0- n/a 4/16/90 n/a Unimproved land - Victorville, CA -0- 958,623 -0- 81,120 1,039,743 -0- n/a 4/10/90 n/a Unimproved land - Victorville, CA -0- 138,751 -0- 26,178 164,929 -0- n/a 11/26/91 n/a --- --------- --- ------- --------- --- -0- $7,678,939 $722 $713,305 $8,392,966 -0- === ========== === ======== ========== === Reconciliation of carrying amount Beginning balance $9,062,972 Additions Improvements $ 722 Carrying costs 132,113 ------- Total additions 132,835 Reductions Initial costs (717,461) Carrying costs (85,380) ------- Total reductions (802,841) -------- Ending balance $8,392,966 ========== See Accompanying Notes and Independent Auditor's Report
TMP INLAND EMPIRE V, 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 Gross SUBSEQUENT amount TO ACQUISITION at which Estimated --------------------- Initial Carrying Carried at Accumulated Date of Date Depreciable Description of Assets Encumbrances Costs Improvements Costs Year-End Depreciation Construction Acquired Life - --------------------- ------------- ------- ------------ -------- -------- ------------ ------------ -------- -------- Unimproved land - Perris, CA -0- $ 95,786 -0- $ 9,316 $ 105,102 -0- n/a 10/3/89 n/a Unimproved land - Perris, CA -0- 93,088 -0- 9,666 102,754 -0- n/a 10/3/89 n/a Unimproved land - Rialto, CA -0- 490,180 -0- 59,288 549,468 -0- n/a 6/8/90 n/a Unimproved land - Adelanto, CA -0- 287,351 -0- 28,138 315,489 -0- n/a 5/25/90 n/a Unimproved land - Adelanto, CA -0- 490,593 -0- 57,152 547,745 -0- n/a 3/8/90 n/a Unimproved land - Mojave, CA -0- 591,209 -0- 77,015 668,224 -0- n/a 7/10/90 n/a Unimproved land - Mojave, CA -0- 1,090,017 -0- 106,106 1,196,123 -0- n/a 3/12/90 n/a Unimproved land - Victorville, CA -0- 272,140 -0- 27,432 299,572 -0- n/a 1/12/90 n/a Unimproved land - Victorville, CA -0- 1,204,302 -0- 143,563 1,347,865 -0- n/a 2/20/90 n/a Unimproved land - Victorville, CA -0- 859,635 722 87,890 948,247 -0- n/a 4/23/90 n/a Unimproved land - Victorville, CA -0- 1,107,264 -0- 112,792 1,220,056 -0- n/a 4/16/90 n/a Unimproved land - Victorville, CA -0- 958,623 -0- 96,208 1,054,831 -0- n/a 4/10/90 n/a Unimproved land - Victorville, CA -0- 138,751 -0- 28,503 167,254 -0- n/a 11/26/91 n/a --- --------- --- ------- --------- --- -0- $7,678,939 $722 $843,069 $8,522,730 -0- === ========== === ======== ========== === Reconciliation of carrying amount Beginning balance $8,392,966 Additions Improvements $ 0 Carrying costs 129,764 ------- Total additions 129,764 ------- 8,522,730 Allowance for decline in fair value of unimproved land (3,922,730) ---------- Ending balance $4,600,000 ========== See Accompanying Notes and Independent Auditor's Report
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