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 September 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 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) September 30, December 31, 2000 1999 --------- ------------ ASSETS Cash $ 426,941 $ 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 $1,171,550 $ 2,892,355 ========== ========== LIABILITIES AND PARTNERS' EQUITY Accounts payable $ 17,626 $ 17,665 Property Tax Payable 11,113 - PARTNERS' EQUITY: Limited Partners, 7,500 units outstanding 1,142,811 2,874,592 General Partner - 98 Total Partners' Equity 1,142,811 2,874,690 ---------- ---------- Total Liabilities & Partners' Equity $1,171,550 $ 2,892,355 ========== ========== <FN> See notes to financial statements. 4 LMR LAND COMPANY, LTD. (A Limited Partnership) STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Nine Months Ended September 30, --------------------------------------- 2000 1999 2000 1999 ---- ---- ---- ---- REVENUE: LAND SALES: Sale Proceeds $ - $ - $7,400,000 $ - Cost of Land and Improvements Sold - - (1,837,043) - Closing Costs - - (474,947) - Gain on Sale of Land & Improvements - - 5,088,010 - Interest 190 162 473 485 Miscellaneous 250 250 - 250 ------ ------- -------- --------- Total Revenue 440 412 5,088,483 735 EXPENSES: Property Taxes 11,288 40,162 22,019 40,220 Grounds Maintenance - 11,652 107 17,267 Management Fees 3,500 3,500 10,500 10,500 Legal & Accounting Fees 500 775 16,115 15,985 General & Admin. Expenses 1,728 681 3,506 1,130 State tax 1,801 - 5,403 - Other Operating Expenses - - 1,000 23,357 ------ ------ --------- -------- Total Expenses 18,817 56,770 58,650 108,459 NET (LOSS) INCOME $(18,377) $(56,358) $ 5,029,833 $(107,724) Net (Loss) Income per limited partner unit $ (2.45) $ (7.51) $ 670.64 $ (14.36) <FN> See notes to financial statements 5 LMR LAND COMPANY, LTD. (A Limited Partnership) STATEMENTS OF CASH FLOWS (Unaudited) Year-to-date SEPTEMBER 30, ------------ 2000 1999 ---- ---- Cash Flows from Operating Activities: Net Income (Loss) $ 5,029,833 $(107,724) Adjustments to reconcile Net Income (Loss) to Net Cash provided by (used in) Operating Activities: Increase in Restricted Cash - (80) (Decrease) Increase in Accounts Payable (39) 23,206 Increase in Property Tax Payable 11,113 - Increase in Accounts Receivable - (4,042) Cost of Land & Improvements Sold 1,837,043 - --------- --------- Net Cash provided by (used in) Operating Activities 6,877,950 (88,640) Cash Flows from financing activities: Cash distribution to Partners (6,761,712) - Net Increase (Decrease) in Cash 116,238 (88,640) CASH AT JANUARY 1, 310,703 120,260 CASH AT SEPTEMBER 30, $ 426,941 $ 31,620 ========= ========= <FN> See notes to financial statements. 6 LMR LAND COMPANY, LTD. (A Limited Partnership) NOTES TO FINANCIAL STATEMENTS For the Three and Nine Months Ended September 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 nine month period ended September 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 nine months were as follows: 2000 1999 [S] [C] [C] Management Fees $ 10,500 $ 10,500 Accounting Fees $ 11,433 $ 2,600 Development Fees $ 5,000 $ 4,899 C. COMPREHENSIVE INCOME During the nine month periods ended September 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). 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 $7,400,000. $6,750,000 of these proceeds were distributed to the limited partners in July, 2000, and $11,712 was distributed to the general partner. The Registrant has 32 acres remaining in the Macon Property. Overall expenses of the Registrant have not changed significantly from prior quarters except for property taxes. The decrease in property taxes is directly attributable to the decrease in land held. State tax expense in 2000 includes estimated Tennessee franchise and excise tax. Due to new legislation in Tennessee, partnerships were required to pay franchise and excise tax beginning January 1, 2000. During the fourth quarter, Management will update its evaluation of the values of the Property and if necessary, any impairment reserves will be recorded. FINANCIAL CONDITION LIQUIDITY At October 31, 2000, the Registrant had approximately $408,442 in cash reserves. The General Partner expects the current cash balance to be sufficient to cover the cash needs of the Registrant for the next year. In June 1998, the Financial Accounting Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133 established reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts. Under SFAS No. 133, the Company would recognize all derivatives as either assets or liabilities, measured at fair value, in the statement of financial position. In July 1999, SFAS No. 137 "Accounting for Derivative Instruments and Hedging Activities - Deferral of Effective Date of FASB No. 133, An Amendment of FASB Statement No. 133" was issued deferring the effective date of SFAS No. 133 to fiscal years beginning after June 15, 2000. In June 2000, SFAS No. 138 "Accounting for Certain Derivative Instruments and Certain Hedging Activities, an Amendment of FASB No. 133" was issued clarifying the accounting for derivatives under the new standard. The General Partner believes these pronouncements will have no impact on its consolidated financial statements. In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101 "Revenue Recognition in Financial Statements" ("SAB 101"). SAB 101 establishes specific criterion for revenue recognition. In June 2000, the Securities and Exchange Commission issued ("SAB 101B"), which amends SAB 101 no later than the fourth quarter of its fiscal year ending December 31, 2000. The General Partner believes that this SAB will have no impact on the Company's revenue recognition and presentation policies. 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: November 14, 2000 By:/s/ Steven D. Ezell President Date: November 14, 2000 By:/s/ Michael A. Hartley Secretary/Treasurer