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, 1999 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, 1999 and 1998 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, 1999 1998 --------- ------------ ASSETS CASH $ 47,870 $ 120,260 RESTRICTED CASH 15,856 15,776 ACCOUNTS RECEIVABLE 4,041 - LAND AND IMPROVEMENTS HELD FOR INVESTMENT 2,764,039 2,764,039 Total Assets $ 2,831,806 $ 2,900,075 ========== ========== LIABILITIES AND PARTNERS' EQUITY ACCOUNTS PAYABLE & ACCRUED EXPENSES $ 10,499 $ 27,402 PARTNERS' EQUITY: Limited Partners, 7,500 units outstanding 2,821,209 2,872,575 General Partner 98 98 Total partners' equity 2,821,307 2,872,673 ---------- -------- Total Liabilities & Partners' Equity $ 2,831,806 $ 2,900,075 ========== ======== <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, --------------------------------------- 1999 1998 1999 1998 ---- ---- ---- ---- 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 95 1,066 322 6,846 Miscellaneous - 38 - 38 ------ ------- -------- ----- Total Revenue 95 (40,148) 322 (34,368) EXPENSES: Grounds Maintenance 5,615 9,822 5,615 9,822 Management Fees 3,500 3,500 7,000 7,000 Legal & Accounting Fees 11,710 6,784 15,210 16,784 General and Administrative Expenses 448 1,203 505 1,311 Other Operating Expenses 18,459 871 23,358 5,671 ------ ------ --------- ------ Total Expenses 39,732 22,180 51,688 40,588 NET LOSS $ (39,637) (62,328) (51,366) (74,956) Net Loss per limited partner unit $ (5.28) (8.31) (6.85) (9.99) <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, ------------ 1999 1998 ---- ---- Cash Flows from Operating Activities: Net Loss $ (51,366) $(74,956) Adjustments to reconcile Net Loss to Net Cash used in Operating Activities: Increase in Restricted Cash (80) (176,463) Increase in Accounts Receivable (4,041) - Increase (Decrease) in Accounts Payable and Accrued Expenses (16,903) 56,350 Cost of Land & Improvements Sold - 337,027 Cost of Land & Improvements - (143,202) Net Cash used in Operating Activities (72,390) (1,244) Net Decrease in Cash (72,390) (1,244) CASH AT JANUARY 1, 120,260 146,668 CASH AT JUNE 30, $ 47,870 $ 145,424 <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, 1999 and 1998 (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, 1998. 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, 1999 may not be indicative of the results that may be expected for the year ending December 31, 1999. 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: 1999 1998 ---- ---- Management Fees $ 7,000 $7,000 Accounting Fees 2,100 2,450 C. COMPREHENSIVE INCOME During the three and six month periods ended June 30, 1999, and 1998, the Partnership had no components of other 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 There were no sales during 1999. As of July 31,1999, the Registrant held 3.1 acres in Lebanon, Tennessee and all land originally purchased in Macon, Georgia. Overall expenses of the Registrant have not changed significantly from prior quarters. Year 2000 In 1998, the Partnership initiated a plan ("Plan") to identify, and remediate "Year 2000" issues within each of its significant computer programs and certain equipment which contain microprocessors. The Plan is addressing the issue of computer programs and embedded computer chips being unable to distinguish between the year 1900 and the year 2000, if a program or chip uses only two digits rather than four to define the applicable year. The Partnership has divided the Plan into five major phases-assessment, planning, conversion, implementation and testing. After completing the assessment and planning phases earlier year, the Partnership is currently in the conversion, implementation, and testing phases. Systems which have been determined not to be Year 2000 compliant are being either replaced or reprogrammed, and thereafter tested for Year 2000 compliance. The Plan anticipates that by mid-1999 the conversion, implementation and testing phases will be completed. Management believes that the total remediation costs for the Plan will not be material to the operations or liquidity of the Partnership. The Partnership is in the process of identifying and contacting critical suppliers and other vendors whose computerized systems interface with the Partnership's systems, regarding their plans and progress in addressing their Year 2000 issues. The Partnership has received varying information from such third parties on the state of compliance or expected compliance. Contingency plans are being developed in the event that any critical supplier or customer is not compliant. The failure to correct a material Year 2000 problem could result in an interruption in, or failure of, certain normal business activities or operations. Such failures could materially and adversely affect the Partnership's operations, liquidity and financial condition. Due to the general uncertainty inherent in the Year 2000 problem, resulting in part from the uncertainty of the Year 2000 readiness of third-party suppliers and customers, the Partnership is unable to determine at this time whether the consequences of Year 2000 failures will have a material impact on the Partnership's operations, liquidity or financial condition. FINANCIAL CONDITION LIQUIDITY At July 31, 1999, the Registrant had approximately $ 13,901 in cash reserves. This balance may not be sufficient to meet the operating needs of the Registrant. Unless there are property sales, the General Partner will assist the Registrant in meeting operational needs through affiliated loans. 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, 1999 By:/s/ Steven D. Ezell President Date: August 13, 1999 By:/s/ Michael A. Hartley Secretary/Treasurer