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, 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 Nine Months Ended September 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) September 30, December 31, 1999 1998 --------- ------------ ASSETS Cash $ 31,620 $ 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 $2,815,556 $ 2,900,075 ========== ========== LIABILITIES AND PARTNERS' EQUITY Accounts payable $ 50,608 $ 27,402 PARTNERS' EQUITY: Limited Partners, 7,500 units outstanding 2,764,854 2,872,575 General Partner 94 98 Total Partners' Equity 2,764,948 2,872,673 Total Liabilities & Partners' Equity $2,815,556 $ 2,900,075 ========== ========== <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, --------------------------------------- 1999 1998 1999 1998 ---- ---- ---- ---- REVENUE: LAND SALES: Sale Proceeds $ - $ 900,000 $ - $ 1,223,500 Cost of Land and Improvements Sold - (693,001) - (1,030,028) Closing Costs - (57,750) - (85,475) Gain on Sale of Land & Improvements - 149,249 - 107,997 Interest 162 1,248 485 8,094 Miscellaneous 250 250 250 288 ------ ------- -------- --------- Total Revenue 412 150,747 735 116,379 EXPENSES: Property Taxes 40,162 25,613 40,220 25,957 Grounds Maintenance 11,652 2,281 17,267 12,103 Management Fees 3,500 3,500 10,500 10,500 Legal & Accounting Fees 775 - 15,985 16,784 General & Admin. Expenses 681 - 1,130 967 Other Operating Expenses - 2,786 23,357 8,457 ------ ------ --------- -------- Total Expenses 56,770 34,180 108,459 74,768 NET (LOSS) INCOME $ (56,358) $116,567 $ (107,724) $41,611 Net (Loss) Income per limited partner unit $ (7.51) $ 15.54 $ (14.36) $ 5.55 <FN> See notes to financial statements 5 LMR LAND COMPANY, LTD. (A Limited Partnership) STATEMENTS OF CASH FLOWS (Unaudited) Year-to-date SEPTEMBER 30, ------------ 1999 1998 ---- ---- Cash Flows from Operating Activities: Net (Loss) Income $ (107,724) $41,611 Adjustments to reconcile Net (Loss) Income to Net Cash (used in) provided by Operating Activities: Increase in Restricted Cash (80) (177,482) Increase in Accounts Payable 23,206 45,191 Increase in Accounts Receivable (4,042) - Cost of Land & Improvements Sold - 1,030,028 Cost of Land & Improvements - (152,691) --------- --------- Net Cash (used in) provided by Operating Activities (88,640) 786,657 Cash Flows from financing activities: Cash distribution to Partners - (900,000) Net Decrease in Cash (88,640) (113,343) CASH AT JANUARY 1, 120,260 146,668 CASH AT SEPTEMBER 30, $ 31,620 $ 33,325 ========= ========= <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, 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 nine month period ended September 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 nine months were as follows: 1999 1998 [S] [C] [C] Management Fees $ 10,500 $ 10,500 Accounting Fees $ 2,600 $ 2,950 C. COMPREHENSIVE INCOME During the nine month periods ended September 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 income (loss). 7 Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS There have been no property sales during 1999. As of October 31, 1999, the Registrant held 3.1 acres in Lebanon, Tennessee and all land originally purchased (113 acres) in Macon, Georgia. Overall expenses of the Registrant have not changed significantly from prior quarters except for property taxes. Assessed values on the Macon, Georgia property increased in 1999. During the fourth quarter, Management will update its evaluation of the values of the Property and if necessary, any impairment reserves will be recorded. 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. Contingency plans are being developed in the event that any critical system 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 September 30, 1999, the Registrant had approximately $14,097 in cash reserves. The General Partner does not expect the current cash balance to be sufficient to cover the cash needs of the Registrant for the next year, but restricted development funds are expected to be released before the end of the year providing sufficient cash to meet the annual operating expenses. 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 11, 1999 By:/s/ Steven D. Ezell President Date: November 11, 1999 By:/s/ Michael A. Hartley Secretary/Treasurer