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, 1998 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, 1998 and 1997 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, 1998 1997 --------- ------------ ASSETS CASH $ 145,424 $ 146,668 RESTRICTED CASH 176,463 - LAND AND IMPROVEMENTS HELD FOR INVESTMENT 3,770,086 3,963,911 Total Assets $ 4,091,973 $ 4,110,579 ========== ========== LIABILITIES AND PARTNERS' EQUITY ACCOUNTS PAYABLE $ 98,999 $ 42,649 PARTNERS' EQUITY: Limited Partners, 7,500 units outstanding 3,992,876 4,067,832 General Partner 98 98 Total partners' equity 3,992,974 4,067,930 ---------- -------- Total Liabilities & Partners' Equity $ 4,091,973 $ 4,110,579 ========== ======== <FN> See notes to financial statements. /TABLE 4 LMR LAND COMPANY, LTD. (A Limited Partnership) STATEMENTS OF OPERATIONS (Unaudited) Quarter to Date Year to Date Ending June 30, --------------------------------------- 1998 1997 1998 1997 ---- ---- ---- ---- REVENUE: LAND SALES: Sale Proceeds $323,500 $ - $323,500 $ - Cost of Land and Improvements Sold (337,027) - (337,027) - Closing Costs (27,725) - (27,725) - Loss on Sale of Land & Improvements (41,252) - (41,252) - Interest 1,066 8,713 6,846 8,713 Miscellaneous 38 - 38 - ------ ------- -------- ----- Total Revenue (40,148) 8,713 (34,368) 8,713 EXPENSES: Grounds Maintenance 9,822 - 9,822 - Management Fees 3,500 3,500 7,000 7,000 Legal & Accounting Fees 6,784 4,852 16,784 16,638 Administration Expenses 1,203 759 1,311 2,447 Other Operating Expenses 871 4,557 5,671 6,734 ------ ------ --------- ------ Total Expenses 22,180 13,668 40,588 32,819 NET LOSS $(62,328) $(4,955)$(74,956) $(24,106) <FN> See notes to financial statements /TABLE 5 LMR LAND COMPANY, LTD. (A Limited Partnership) STATEMENTS OF CASH FLOWS (Unaudited) Year-to-date JUNE 30, ------------ 1998 1997 ---- ---- Cash Flows from Operating Activities: Net Loss $ (74,956) $(24,106) Adjustments to reconcile Net Loss to Net Cash used in Operating Activities: Increase in Restricted Cash (176,463) - Increase (Decrease) in Accounts Payable 56,350 (29,353) Cost of Land & Improvements Sold 337,027 - Cost of Land & Improvements (143,202) - -------- --------- Net Cash used in Operating Activities (1,244) (53,459) Cash Flows from financing activities: Cash distribution to partners - (225,000) Net Decrease in Cash (1,244) (278,459) CASH AT JANUARY 1, 146,668 514,612 CASH AT JUNE 30, 145,424 236,153 ======== ========== <FN> See 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, 1998 and 1997 (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, 1997. 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, 1998 may not be indicative of the results that may be expected for the year ending December 31, 1998. 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: 1998 1997 ---- ---- Management Fees $ 7,000 $ 7,000 Accounting Fees 2,450 1,700 C. COMPREHENSIVE INCOME Effective January 1, 1998, the Partnership adopted Statement of Financial Accounting Standards (SFAS) No. 130, Reporting Comprehensive Income. SFAS No. 130 establishes standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements and requires that all components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. Comprehensive income is defined as the change in equity of a business enterprise, during a period, associated with transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period exept those resulting from investments by owners and distributions to owners. During the three and six month periods ended June 30, 1998, and 1997, the Partnership had no components of comprehensive income. Accordingly, comprehensive income for each of the periods was the same as net loss. 7 Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS During the second quarter of 1998, the Registrant sold approximately 10 acres of the Lebanon Property. On July 23, 1998, the Registrant sold an additional 31 acres of Lebanon Property for gross proceeds of $900,000. These combined proceeds were used to make a $900,000 cash distribution on July 27, 1998. As of July 31, 1998, the Registrant held 6.5 acres in Lebanon, Tennessee and all land originally purchased in Macon, Georgia. Overall expenses of the Registrant have not changed significantly from prior quarters except for interest income and grounds maintenance. The increase in interest income is due to higher cash balances. The increase in grounds maintenance is due to preparing the land for the 31 acres Lebanon sale in July 1998. The General Partner continues to monitor the impact of year 2000 issues on our computer systems and applications and has developed a remediation plan. We expect the cost of upgrading computers and software to be immaterial to the Registrant. FINANCIAL CONDITION LIQUIDITY At July 31, 1998, the Registrant had approximately $ 35,398 in cash reserves. These funds are expected to be sufficient through 1998. 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 14, 1998 By:/s/ Steven D. Ezell President Date: August 14, 1998 By:/s/ Michael A. Hartley Secretary/Treasurer