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-K
For the Period Ended December 31, 2004, Commission file number: 33-18688
TPI LAND DEVELOPMENT IV LIMITED PARTNERSHIP
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(Exact name of registrant as specified in its charter)
ARIZONA 86-0602485
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(State or other jurisdiction of (I.R.S. Employer Identi-
incorporation organization) fication No.)
3420 E. Shea Blvd., Suite 200, Phoenix, Arizona 85028
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(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
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TPI Land Development IV
Balance Sheet
As of December 31, 2004
DEC 31, 04
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ASSETS
OTHER ASSETS
LOAN FEES-MODIFICATION
ACCUM. AMORT.-LOAN MODIFIC. -10,529.79
LOAN FEES-MODIFICATION - OTHER 10,529.79
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TOTAL LOAN FEES-MODIFICATION 0.00
LOAN ORIG FEE-CAMBRIA
ACCUM.AMORT.-LOAN FEE C -38,000.00
LOAN ORIG FEE-CAMBRIA - OTHER 38,000.00
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TOTAL LOAN ORIG FEE-CAMBRIA 0.00
ORGANIZATIONAL COSTS
ACCUM. AMORT.-ORGANIZATION COST -30,135.74
ORGANIZATIONAL COSTS - OTHER 30,135.74
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TOTAL ORGANIZATIONAL COSTS 0.00
TOTAL OTHER ASSETS 0.00
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TOTAL ASSETS 0.00
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LIABILITIES & EQUITY
EQUITY
FINAL DISTRIBUTION 2004 -227,232.00
GEN. PART.LP CONTRIBUTION 500.00
GENERAL PARTNER CONT. 25,253.00
LIMITED PARTNER CONTRIBUTION 2,524,800.00
PREVIOUS RETAIN EARNINGS -2,033,538.83
NET INCOME -289,782.17
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TOTAL EQUITY 0.00
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TOTAL LIABILITIES & EQUITY 0.00
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TPI LAND DEVELOPMENT IV LIMITED PARTNERSHIP
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NOTES TO FINANCIAL STATEMENTS
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December 31, 2004
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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Nature of Partnership
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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
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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
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Organization costs represent costs incurred during the formation
period of the Partnership and are being amortized over 60 months.
Amortization of Loan Fees
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Loan fees represent costs incurred in obtaining a note
payable. These costs are being amortized over 24
months.
TPI LAND DEVELOPMENT IV LIMITED PARTNERSHIP
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NOTES TO FINANCIAL STATEMENTS
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December 31, 2004
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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Syndication Costs
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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
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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.
NOTE 2: PARTNERS' CAPITAL
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Partners' capital contributions received and subscribed as of
December 31, 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)
Partners' Capital $517,014
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TPI LAND DEVELOPMENT IV LIMITED PARTNERSHIP
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NOTES TO FINANCIAL STATEMENTS
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December 31, 2004
NOTE 3: NOTE PAYABLE
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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 September
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
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 4: 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 5: On May 10, 1996, the property at 32nd Street and Baseline Rd. was
foreclosed upon by the noteholder, Mr. Hicks.
TPI LAND DEVELOPMENT IV LIMITED PARTNERSHIP
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NOTES TO FINANCIAL STATEMENTS
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December 31, 2004
NOTE 6: 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. These notes
were satisfied during 2002 by the deeding of property to TPI I and
TPI II.
NOTE 7: In September 2004 the final remaining property owned by the
partnership was sold for $340,000. After the partnerships debts
and obligations were paid the remaining monies were distributed to
the limited partners. On December 31, 2004 the limited partners
were distributed $9.00 per unit on an initial investment of $100.00
per unit.
NOTE 8: On December 31, 2004 the partnership ceased operations in
accordance with the Partnership Agreement.
TPI LAND DEVELOPMENT IV LIMITED PARTNERSHIP
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NOTES TO FINANCIAL STATEMENTS
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December 31, 2004
TPI LAND DEVELOPMENT IV LIMITED PARTNERSHIP
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Management's Discussion and Analysis of Financial
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Conditions and Results of Operations
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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.
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
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Herve J. R. Tessier
Date: December 31, 2004
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