10-Q 1 tpi410q082304.txt FOR THE PERIOD ENDED JUNE 30, 2004 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 FORM 10-Q For the Period Ended June 30, 2004, Commission file number: 33-18688 -------- TPI LAND DEVELOPMENT IV LIMITED PARTNERSHIP ------------------------------------------------------ (Exact name of registrant as specified in its charter) ARIZONA 86-0602485 -------------------------------- ------------------------ (State or other jurisdiction of (I.R.S. Employer Identi- incorporation organization) fication No.) 3420 E. Shea Blvd., Suite 200, Phoenix, Arizona 85028 -------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (602) 953-5298 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 ---------

~~Sep~~TPI Land Development IV Balance Sheet As of June 30, 032004 JUN 30, 04 ------------- ASSETS ~~Current~~CURRENT ~~Assets~~ASSETS ~~Checking~~CHECKING/~~Savings~~SAVINGS ~~Checking~~CHECKING-~~Bank~~BANK ~~One~~ONE#0887-6373 ~~1,892~~562.8016 ------------- ~~Total~~TOTAL ~~Checking~~CHECKING/~~Savings~~SAVINGS ~~1,892~~562.8016 ~~Other~~OTHER ~~Current~~CURRENT ~~Assets~~ASSETS ~~Cont~~CONT. ~~Rec~~REC. ~~Tessier~~TESSIER ~~Properties~~PROPERTIES 25,000.47 ~~Cont~~CONT. ~~Rec~~REC.-~~HJTessier~~HJTESSIER 252.53 ------------- ~~Total~~TOTAL ~~Other~~OTHER ~~Current~~CURRENT ~~Assets~~ASSETS 25,253.00 ------------- ~~Total~~TOTAL ~~Current~~CURRENT ~~Assets~~ASSETS 2725,~~145~~815.8016 ~~Fixed~~FIXED ~~Assets~~ASSETS ~~Casa~~CASA ~~Grande~~GRANDE ~~Land~~LAND -~~City~~CITY ~~Ded~~DED. 136,148.00 ~~Land~~LAND ~~Acquisition~~ACQUISITION-#~~2Casa~~2CASA ~~Grande~~GRANDE 146,~~217~~783.2612 ------------- ~~Total~~TOTAL ~~Fixed~~FIXED ~~Assets~~ASSETS 282,~~365~~931.2612 ~~Other~~OTHER ~~Assets~~ASSETS ~~Loan~~LOAN ~~Fees~~FEES-~~Modification~~MODIFICATION ~~Accum~~ACCUM. ~~Amort~~AMORT.-~~Loan~~LOAN ~~Modific~~MODIFIC. -10,529.79 ~~Loan~~LOAN ~~Fees~~FEES-~~Modification~~MODIFICATION - ~~Other~~OTHER 10,529.79 ------------- ~~Total~~TOTAL ~~Loan~~LOAN ~~Fees~~FEES-~~Modification~~MODIFICATION 0.00 ~~Loan~~LOAN ~~Orig~~ORIG ~~Fee~~FEE-~~Cambria~~CAMBRIA ~~Accum~~ACCUM.~~Amort~~AMORT.-~~Loan~~LOAN ~~Fee~~FEE C -38,000.00 ~~Loan~~LOAN ~~Orig~~ORIG ~~Fee~~FEE-~~Cambria~~CAMBRIA - ~~Other~~OTHER 38,000.00 ------------- ~~Total~~TOTAL ~~Loan~~LOAN ~~Orig~~ORIG ~~Fee~~FEE-~~Cambria~~CAMBRIA 0.00 ~~Organizational~~ORGANIZATIONAL ~~Costs~~COSTS ~~Accum~~ACCUM. ~~Amort~~AMORT.-~~Organization~~ORGANIZATION ~~Cost~~COST -30,135.74 ~~Organizational~~ORGANIZATIONAL ~~Costs~~COSTS - ~~Other~~OTHER 30,135.74 ------------- ~~Total~~TOTAL ~~Organizational~~ORGANIZATIONAL ~~Costs~~COSTS 0.00 ~~Syndication~~SYNDICATION ~~Costs~~COSTS-~~Commission~~COMMISION 239,856.00 ~~Syndication~~SYNDICATION ~~Costs~~COSTS-~~Due~~DUE ~~Diligence~~DILIGENCE 22,312.13 ~~Syndication~~SYNDICATION ~~Costs~~COSTS-~~Legal~~LEGAL 62,932.39 ~~Syndication~~SYNDICATION ~~Costs~~COSTS-~~Other~~OTHER 98,791.09 ------------- ~~Total~~TOTAL ~~Other~~OTHER ~~Assets~~ASSETS 423,891.61 ------------- TOTAL ASSETS ~~733~~732,~~402~~637.6789 ============= LIABILITIES & EQUITY ~~Liabilities~~LIABILITIES ~~Current~~CURRENT ~~Liabilities~~LIABILITIES ~~Other~~OTHER ~~Current~~CURRENT ~~Liabilities~~LIABILITIES ~~Accts~~ACCTS. ~~Payable~~PAYABLE-~~Pre~~PRE ~~Pet~~PET. 7/95 58,598.71 ~~Accts~~ACCTS.~~Pay~~PAY-~~Post~~POST ~~Pet~~PET. 7/95 8,945.90 TPI Land ~~Investors~~Development IV Balance Sheet As of ~~September~~June 30, ~~2003~~2004 ~~Sep~~JUN 30, 0304 ------------- ~~Advance~~ADVANCE ~~from~~FROM HJT 1,200.00 ~~Advance~~ADVANCE ~~from~~FROM TPI 11ASST 16,~~928~~062.2586 ~~Prop~~PROP.~~Tax~~TAX ~~Pay~~PAY-~~Post~~POST ~~Petition~~PETITION 18,042.98 ~~Sales~~SALES ~~Tax~~TAX ~~Payable~~PAYABLE -13.86 ------------- ~~Total~~TOTAL ~~Other~~OTHER ~~Current~~CURRENT ~~Liabilities~~LIABILITIES 98102,~~701~~836.9859 ------------- ~~Total~~TOTAL ~~Current~~CURRENT ~~Liabilities~~LIABILITIES 98102,~~701~~836.9859 ~~Long~~LONG ~~Term~~TERM ~~Liabilities~~LIABILITIES ~~Fatco~~FATCO ~~Casa Grande~~ - ~~Not~~NOTE. ~~Pay~~PAY 85,000.00 ~~Transequity~~TRANSEQUITY ~~Group~~GROUP 1833,~~634~~200.6100 ------------- ~~Total~~TOTAL ~~Long~~LONG ~~Term~~TERM ~~Liabilities~~LIABILITIES ~~103~~118,~~634~~200.6100 ------------- ~~Total~~TOTAL ~~Liabilities~~LIABILITIES ~~202~~221,~~336~~036.59 ~~Equity~~EQUITY ~~Gen~~GEN. ~~Part~~PART.LP ~~Contribution~~CONTRIBUTION 500.00 ~~General~~GENERAL ~~Partner~~PARTNER ~~Cont~~CONT. 25,253.00 ~~Limited~~LIMITED ~~Partner~~PARTNER ~~Contribution~~CONTRIBUTION 2,524,800.00 ~~Previous~~PREVIOUS ~~Retain~~RETAIN ~~Earnings~~EARNINGS -2,~~008~~033,~~802~~538.4583 ~~Net~~NET ~~Income~~INCOME -105,~~684~~412.4787 ------------- ~~Total~~TOTAL ~~Equity~~EQUITY ~~531~~511,~~066~~601.0830 ------------- TOTAL LIABILITIES & EQUITY ~~733~~732,~~402~~637.6789 =============

TPI LAND DEVELOPMENT IV LIMITED PARTNERSHIP ------------------------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- June 30, 2004 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ------------------------------------------ Nature of Partnership --------------------- TPI Land Development IV Limited Partnership is a limited partnership formed under the laws of the State of Arizona of which Herve J. R. Tessier and TPI Asset Management, Inc., an Arizona corporation, are the general partners. The Partnership was formed to acquire parcels of unimproved or partially improved real property for development and may acquire operating commercial and other business real property in Arizona as investments to hold for future appreciation. On January 28, 1990 the Partnership offering was closed. The total raised during the offering period was $2,525,300 or 25,253 units. Duration of Partnership ----------------------- It is the intention of the Partnership to acquire property for investment and appreciation purposes. The Partnership may, however, sell a portion or all of the properties in the future with a view towards liquidation of the Partnership. Such sales could occur approximately two to five years after property acquisition. However, if not terminated prior to December 31, 2004, the Partnership shall cease to exist at that date. Amortization of Organization Costs ---------------------------------- Organization costs represent costs incurred during the formation period of the Partnership and are being amortized over 60 months. Amortization of Loan Fees ------------------------- Loan fees represent costs incurred in obtaining a note payable. These costs are being amortized over 24 months. -1- TPI LAND DEVELOPMENT IV LIMITED PARTNERSHIP ------------------------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- June 30, 2004 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) ------------------------------------------------------ Syndication Costs ----------------- Syndication costs represent commissions incurred on the sale of limited partnership interests and the costs of preparing the limited partnership prospectus. These costs have been charged against partners' contributions. Income Taxes ------------ No provision for income taxes is made for the Partnership as the reporting and payment of income tax is the responsibility of the individual partners. Partners' Preferred Return on Capital Contributions --------------------------------------------------- As an incentive to early investment and the purchase of larger numbers of units, limited partners will receive a preferred return on their investment. The preferred return is determined by applying a preference percentage (based upon the date the contribution is received and the number of units purchased) to the limited partner's adjusted capital account balance from the first day of the month following the receipt of the limited partner's investment to the date of recoupment of that Investment. Allocation of Net Profits, Losses, and Distributions to Partners ---------------------------------------------------------------- Net profits, losses, and distributions are allocated ninety-nine percent (99%) to the limited partners in accordance with their respective capital percentages and one percent (1%) to the general partners until the limited partners have collectively received their preferred return on their adjusted capital contribution, then one hundred percent (100%) to the general partners until they have received twenty-five percent (25%) of the distributions to partners after recoupment and program return, and then seventy-five percent (75%) of the remainder to the limited partners and twenty-five percent (25%) to the general partners. -2- TPI LAND DEVELOPMENT IV LIMITED PARTNERSHIP ------------------------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- June 30, 2004 NOTE 2: CONTRIBUTIONS RECEIVABLE - PARTNERS ----------------------------------- Amounts receivable from partners for capital contributions are as follows: General partners' contributions Herve J.R. Tessier (managing general partner) $ 253 TPI Asset Management, Inc. (managing general partner) 25,000 ------- $25,253 ======= As of June 30, 2004, the general partners had not made their capital contributions. The contributions will be paid prior to the partnership dissolution. Interest is not charged on the contributions due. NOTE 3: LAND ---- Costs incurred by the Partnership for acquisition of land as of June 30, 2004 are as follows: Florence Blvd. & Los Hermanos 146,392.17* ------------ $146,392.17 *received water company refund and proceeds were used to offset acquisition costs of land NOTE 4: PARTNERS' CAPITAL ----------------- Partners' capital contributions received and subscribed as of June 30, 2004 are as follows: Limited partners contribution $ 2,525,300 General partners contribution 25,253 Prior years retained earning(loss) (2,008,802) Current Year profit (loss) (24736.38) -3- TPI LAND DEVELOPMENT IV LIMITED PARTNERSHIP ------------------------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- June 30, 2004 Partners' Capital $517,014 ======== NOTE 5: NOTE PAYABLE ------------ This partnership is obligated under a promissory note for $580,200, dated December 14, 1993 to Secured Income 93B Limited Partnership. Interest of 14% shall accrue to the principal monthly, if unpaid. Unless sooner paid, the entire unpaid interest and principal shall be due and payable on December 4, 1996. These monies were used to implement the modification agreements discussed below. This partnership is obligated under a promissory note for $30,000 dated March 18, 1991, secured by a deed of trust on partnership land, payable in quarterly installments of interest at 15% per annum. Unpaid interest to accrue to principal. Unless sooner paid, the entire unpaid interest and principal shall be due and payable on March 18, 1994. The principal balance as of June 30, 1994 is $30,000. Upon filing of settlement agreement and note modifications dated March 17, 1993, the above notes were modified as follows: Principal balance of $450,000 plus accrued interest of $211,725 as of October 31, 1993 shall accrue interest of 17.5% effective November 1, 1993. Monthly payments of interest only shall be due and payable through November 1, 1994. Thereafter, principal and interest of $16,624 shall be due monthly with the remaining principal and interest all due and payable October 31, 1999. This modification shall go into effect if the partnership pays to the note holder $25,000 on or before November 1, 1993. This principal balance has been reduced to $237,000 by the Promissory Note of December 14, 1993. Principal balance of $383, 212 shall be paid quarterly in installments of $24,582 (principal and interest) beginning March 30, 1995 with interest accruing from October 1, 1992 at 10% per annum. Remaining principal and interest shall be -4- TPI LAND DEVELOPMENT IV LIMITED PARTNERSHIP ------------------------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- June 30, 2004 all due and payable March 30, 1998. Past due interest to October 1, 1992 of $86,223 shall be reduced in 1994 by impounded payment of $19160.58, the balance all due and payable March 30, 1998. These notes were satisfied during 2002 by the deeding of property to Secured Income 93B. NOTE 6: TPI Asset Management, as general partner, has advanced operating funds of $16,063.00 to the partnership. NOTE 7: On June 26, 1995, the partnership filed a petition for reorganization under Chapter 11 of the Bankruptcy Code. In May, 1997, the partnership emerged from Chapter 11 Bankruptcy. NOTE 8: Transequity Group, Inc., as the holding company of the corporate general partner, has advanced operating funds of $33,200.00 to the partnership as of June 30, 2004. NOTE 9: On May 10, 1996, the property at 32nd Street and Baseline Rd. was foreclosed upon by the noteholder, Mr. Hicks. NOTE 10: On May 1, 1997, the Partnership borrowed $250,000 from TPI Land Investors I L.P. and $310,000 from TPI Land Investors II on a first trust deed basis secured by the Partnership's remaining real estate parcel in Casa Grande, Arizona. The proceeds from the note were used to replace the Ogsbury note, and thus refinance the Partnership and allow it to emerge from Chapter 11 Bankruptcy. During February 1998, a further $20,000 was loaned to the Partnership by TPI Land Investors II under the terms of this note. During 2000, an additional $370,000 was loaned to the Partnership by TPI Land Investors II under the terms of this note. This note was paid during 2002 by the deeding of property to TPI I and TPI II. -5- TPI LAND DEVELOPMENT IV LIMITED PARTNERSHIP ------------------------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- June 30, 2004 TPI LAND DEVELOPMENT IV LIMITED PARTNERSHIP ------------------------------------------- Management's Discussion and Analysis of Financial ------------------------------------------------- Conditions and Results of Operations ------------------------------------ On January 28, 1990 the Partnership offering was closed. The total raised during the offering was $2,525,300 or 25,253 units. The main source of income for the operating stage of the partnership is interest income from money market instruments and income from sale of the now subdivided lots. On April 20, 1990 the partnership obtained a loan in the amount of $450,000 for the purpose of eliminating an existing note and increasing the partnership's operating reserves. The amount borrowed was determined by the payoff of the existing note and estimated operating expenses and other note obligations for two years. In the fall of 1990, the General Partner was involved in negotiations with the original note holder of Acquisition No. 1 - Baseline and 32nd Street to restructure the carryback on that parcel. An agreement had been reached in principal; however, negotiations were halted when legal problems arose with the Modification Agreement and with the title to the commercial portion of the parcel, which was to have been released to the Partnership at the time of purchase. To restructure its debt and reorganize the partnership, the General Partner filed a petition for reorganization under Chapter XI of the Bankruptcy Code. -6- TPI LAND DEVELOPMENT IV LIMITED PARTNERSHIP ------------------------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- June 30, 2004 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. TPI LAND DEVELOPMENT IV LIMITED PARTNERSHIP By: /s/ Herve J. R. Tessier -------------------------------- Herve J. R. Tessier Date: June 30, 2004 -------------------- -7-

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