1 FORM 10-Q--QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended June 30, 2000 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from __________ to _______________ Commission File Number: 33-11396-A LMR LAND COMPANY, LTD. (Exact name of Registrant as specified in its charter) Tennessee 62-1299384 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification) One Belle Meade Place, 4400 Harding Road, Suite 500, Nashville, Tennessee 37205 (Address of principal executive office) (Zip Code) (615) 292-1040 (Registrant's telephone number, including area code) 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 at least the past 90 days. YES X NO ___ 2 PART I. FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS LMR LAND COMPANY, LTD. (A Tennessee Limited Partnership) FINANCIAL STATEMENTS For The Three and Six Months Ended June 30, 2000 and 1999 INDEX Financial Statements: Balance Sheets 3 Statements of Operations 4 Statements of Cash Flows 5 Notes to Financial Statements 6 3 LMR LAND COMPANY, LTD. (A Limited Partnership) BALANCE SHEETS (Unaudited) June 30, December 31, 2000 1999 ------- ------- ASSETS CASH $ 7,207,539 $ 310,703 RESTRICTED CASH 10,523 10,523 ACCOUNTS RECEIVABLE 4,041 4,041 LAND AND IMPROVEMENTS HELD FOR INVESTMENT 730,045 2,567,088 Total Assets $ 7,952,148 $ 2,892,355 ========== ========== LIABILITIES AND PARTNERS' EQUITY ACCOUNTS PAYABLE AND ACCRUED EXPENSES $ 29,247 $ 17,665 PARTNERS' EQUITY: Limited Partners, 7,500 units outstanding 7,922,803 2,874,592 General Partner 98 98 Total partners' equity 7,922,901 2,874,690 Total Liabilities & Partners' Equity $ 7,952,148 $ 2,892,355 ========== ========== <FN> See accompanying notes to financial statements. 4 LMR LAND COMPANY, LTD. (A Limited Partnership) STATEMENTS OF OPERATIONS (Unaudited) THREE MONTHS ENDED SIX MONTHS ENDED June 30, --------------------------------------- 2000 1999 2000 1999 ---- ---- ---- ---- REVENUE: LAND SALES: Sale proceeds $7,400,000 - 7,400,000 - Cost of land and Improvements sold (1,837,043) - (1,837,043) - Closing costs (474,946) - (474,946) - Gain on sale of Land & improvements 5,088,010 - 5,088,010 - Interest 176 95 283 322 --------- ------- --------- ------ Total Revenue 5,088,187 95 5,088,294 322 EXPENSES: Grounds Maintenance 107 5,615 107 5,615 Management Fees 3,500 3,500 7,000 7,000 Legal & Accounting Fees 11,027 11,710 15,615 15,210 General and Administrative Expenses 1,245 448 2,028 505 Other Operating Expenses 15,333 18,459 15,333 23,358 ------ ------ --------- ------ Total Expenses 31,212 39,732 40,083 51,688 NET Income (loss) $5,056,975 (39,637) 5,048,211 (51,366) Net Income (loss) per limited partner unit $ 674.26 (5.28) 673.09 (6.85) <FN> See accompanying notes to financial statements 5 LMR LAND COMPANY, LTD. (A Limited Partnership) STATEMENTS OF CASH FLOWS (Unaudited) SIX MONTHS ENDED JUNE 30, ------------ 2000 1999 ---- ---- Cash Flows from Operating Activities: Net income (Loss) $ 5,048,211 (51,366) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Increase in resestricted cash - (80) Increase in accounts receivable - (4,041) Increase (decrease) in accounts payable and accrued expenses 11,582 (16,903) Cost of land & improvements sold 1,837,043 - Cash provided by(used in) operating Activities 6,896,836 (72,390) Net Increase (Decrease) in Cash 6,896,836 (72,390) CASH AT JANUARY 1, 310,703 120,260 CASH AT JUNE 30, $ 7,207,539 $ 47,870 <FN> See accompanying notes to financial statements. 6 LMR LAND COMPANY, LTD. (A Limited Partnership) NOTES TO FINANCIAL STATEMENTS For the Three and Six Months Ended June 30, 2000 and 1999 (Unaudited) A.ACCOUNTING POLICIES The unaudited financial statements presented herein have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles. These statements should be read in conjunction with the financial statements and notes thereto included in the Partnership's Form 10-K for the year ended December 31, 1999. In the opinion of management, such financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to summarize fairly the Partnership's financial position and results of operations. The results of operations for the six month period ended June 30, 2000 may not be indicative of the results that may be expected for the year ending December 31, 2000. B.RELATED PARTY TRANSACTIONS The General Partner and its affiliates have been actively involved in managing the Partnership's operations. Compensation earned for these services in the first six months were as follows: 2000 1999 ---- ---- Management Fees $ 7,000 $ 7,000 Accounting Fees $10,933 2,100 Development Fee - 4,899 C. COMPREHENSIVE INCOME During the three and six month periods ended June 30, 2000, and 1999, the Partnership had no components of other comprehensive income. Accordingly, comprehensive income for each of the periods was the same as net income (loss). D. Subsequent Event In July 2000, the Partnership made a cash distribution of $6,750,000 ($900 per unit). 7 Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS On June 29, 2000, the Registrant sold 81 acres of the Macon Property for $7,000,000. $6,750,000 of these proceeds were distributed to the limited partners in July, 2000. The Registrant has 32 acres remaining in the Macon Property. Overall expenses of the Registrant have not changed significantly from prior quarters. FINANCIAL CONDITION LIQUIDITY At July 31, 2000, the Registrant had approximately $322,525 in cash reserves. This balance is sufficient to meet the operating needs of the Registrant for the next year. 8 PART II. OTHER INFORMATION Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 27 - Financial Data Schedule (b) No 8-K's have been filed during this quarter. 9 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. LMR LAND COMPANY, LTD. By: 222 LMR, LTD. General Partner By: 222 PARTNERS, INC. General Partner Date: August 13, 2000 By:/s/ Steven D. Ezell President Date: August 13, 2000 By:/s/ Michael A. Hartley Secretary/Treasurer