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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, 2002

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 incorporation or organization)

(I.R.S. Employer Identification)

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 ___

 

 

 

LMR LAND COMPANY, LTD.

(A Limited Partnership)

INDEX

 

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements (unaudited)

 

 

Balance Sheets as of September 30, 2002 and December 31, 2001

3

 

Statements of Operations for the three and nine months ended September 30, 2002 and 2001

4

 

Statements of Cash Flows for nine months ended September 30, 2002 and 2001

5

 

Notes to Financial Statements for the three and nine months ended September 30, 2002 and 2001

6

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

7

 

 

PART II. OTHER INFORMATION

 

Item 4 Disclosure control and procedures

8

Item 6. Exhibits and reports on Form 8-K

8

Signatures

12

 

 

 

 

 

 

LMR LAND COMPANY, LTD.

(A Limited Partnership)

BALANCE SHEETS

(Unaudited)

 

September 30, 2002

December 31, 2001

ASSETS

 

 

 

 

 

Cash

$330,750

381,088

Restricted cash

-

11,327

Land and improvements held for sale

730,045

730,045

 

 

 

 

 

 

Total assets

$1,060,795

1,122,459

 

 

 

 

 

 

 

 

 

LIABILITIES AND PARTNERS' EQUITY

 

 

 

 

 

Accounts payable

$7,477

3,000

Property taxes payable

7,502

-

 

 

 

Total Liabilities

14,979

3,000

 

 

 

PARTNERS' EQUITY

 

 

 

 

 

Limited partners, 7,500 units outstanding

1,045,816

1,119,459

General partner

-

-

 

 

 

 

 

 

Total partners' equity

1,045,816

1,119,459

 

 

 

 

 

 

Total liabilities and partners' equity

$1,060,795

1,122,459

See accompanying notes to financial statements.

 

 

LMR LAND COMPANY, LTD.

(A Limited Partnership)

STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

 

 

Three months ended

Nine months ended

 

September 30,

 

2002

2001

2002

2001

REVENUE:

 

 

 

 

 

 

 

 

 

Interest income

$-

-

23

264

Other income

-

7,128

-

13,355

 

 

 

 

 

Total Revenues

-

7,128

23

13,619

 

 

 

 

 

EXPENSES:

 

 

 

 

 

 

 

 

 

Property tax expense

8,166

2,779

24,544

8,381

Management fees

3,500

3,500

10,500

10,500

Professional fees

6,159

3,000

34,512

23,799

General and administrative expense

364

601

2,929

2,493

Grounds maintenance expense

-

-

1,181

-

 

 

 

 

 

Total expenses

18,189

9,880

73,666

45,173

 

 

 

 

 

 

 

 

 

 

Net loss

$(18,189)

(2,752)

(73,643)

(31,554)

Net loss per limited partner unit

($2.43)

($0.37)

($9.82)

($4.21)

Limited partners units outstanding

7,500

7,500

7,500

7,500

 

 

See accompanying notes to financial statements

 

 

 

 

LMR LAND COMPANY, LTD.

(A Limited Partnership)

STATEMENTS OF CASH FLOWS

(Unaudited)

For the nine months ended September 30,

 

2002

2001

Cash flows from operating activities:

 

 

 

 

 

Net loss

$(73,643)

(31,554)

Adjustments to reconcile net loss to net cash used by operating activities:

Decrease in restricted cash

11,327

-

Increase (decrease) in accounts payable

4,477

(5,928)

Increase in property taxes payable

7,502

8,337

 

 

 

Net cash used by operating activities

(50,337)

(29,145)

 

 

 

Net decrease in cash

$(50,337)

(29,145)

 

 

 

Cash at beginning of period

381,087

442,317

Cash at end of period

$330,750

413,172

 

 

See accompanying notes to financial statements.

 

LMR LAND COMPANY, LTD.

(A Limited Partnership)

NOTES TO FINANCIAL STATEMENTS

For the Three and Nine Months Ended September 30, 2002 and 2001

(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 accounting principles generally accepted in the United States of America. 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, 2001. 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, 2002 may not be indicative of the results that may be expected for the year ending December 31, 2002.

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 were as follows:

 

Three months ended

Nine months ended

 

September 30,

 

2002

2001

2002

2001

Partnership and property management fees

$3,500

$3,500

$10,500

$10,500

Accounting fees

3,409

500

21,112

11,433

Development fee

-

-

-

5,000

C. COMPREHENSIVE INCOME

During the three and nine-month periods ended September 30, 2002 and 2001, the Partnership had no components of other comprehensive loss. Accordingly, comprehensive loss for each of the  periods was the same as net loss.

D. IMPAIRMENT

Effective January 1, 2002 the Partnership adopted the Statement of Financial Accounting Standard Number 144, Accounting for the Impairment or Disposal of long-lived Assets ("SFAS No. 144"). SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets. This Statement requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Land and improvements held for sale are reported at the lower of the carrying value or estimated fair value less estimated costs to sell (Fair Value). To determine the Fair Value, management estimates the future discounted net cash flows using a discount rate commensurate with the risk associated with the property. If this land is considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated Fair Value. Inherent in the cal culation of future discounted net cash flows are certain significant management judgments and estimates including, among others, liquidation period, discount rate, selling price, and costs to sell, which significantly impact the estimated Fair Value. The adoption of SFAS No. 144 did not have an impact on the Partnership's financial condition of results of operations.

Item 2:

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

RESULTS OF OPERATIONS FOR THE QUARTER ENDED SEPTEMBER 30, 2002.

There have been no land sales during the first nine months of 2002. Overall operations of the Registrant have not changed significantly from the quarter ended September 30, 2001, except for the increase in property taxes. Due to development near the property, assessed property values have increased and property tax expense is higher.

Financial condition

Liquidity

At October 31, 2002, the Registrant had approximately $330,151 in cash. These funds are expected to be sufficient to fund operations through 2002.

Critical Accounting Policies

Land and improvements held for sale are reported at the lower of the carrying value or estimated fair value less estimated costs to sell (Fair Value). To determine the Fair Value, management estimates the future discounted net cash flows using a discount rate commensurate with the risk associated with the property. If this land is considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated Fair Value. Inherent in the calculation of future discounted net cash flows are certain significant management judgments and estimates including, among others, liquidation period, discount rate, selling price, and costs to sell, which significantly impact the estimated Fair Value.

Contractual Obligations and Commitments

At September 30, 2002, the Partnership has no capital lease obligations, operating leases, unconditional purchase obligations or other long term obligations. The Partnership does not enter into derivative transactions. Further, the Partnership does not have lines of credit, guarantees, or other commercial commitments. At September 30, 2002, the Partnership had no restricted cash balances. The Partnership may borrow from the General Partner in order to meet cash flow needs and may have amounts payable to the General Partner for management fees or other services. At September 30, 2002 and December 31, 2001, the Partnership had no borrowings from the General Partner. Transactions with the General Partner and affiliates are discussed in footnote B to the financial statements.

 

Item 4. DISCLOSURE CONTROL AND PROCEDURES

As of October 31, 2002, under the supervision and with the participation of the president and treasurer of 222 Partners, Inc., the general partner of 222 LMR, Ltd., the general partner of the registrant, who serve as the Partnership's chief executive officer and the chief financial officer, management has evaluated the effectiveness of the design and operation of the Partnership's disclosure controls and procedures. Based on that evaluation, the president and treasurer concluded that the Partnership's disclosure controls and procedures were effective as of October 31, 2002. There were no significant changes in the Partnership's internal controls or in the other factors that could significantly affect those controls subsequent to the date of the evaluation.

 

PART II. OTHER INFORMATION

 

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

 

(a) Exhibits

Exhibit

Number Description

 

99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Steven D. Ezell, the Chief Executive Officer of LMR Land Company, Ltd. on November 14, 2002.

99.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Michael A. Hartley, the Chief Financial Officer of LMR Land Company, Ltd. on November 14, 2002.

99.3 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Steven D. Ezell, the Chief Executive Officer of LMR Land Company, Ltd. on November 14, 2002.

.

99.4 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Michael A. Hartley, the Chief Financial Officer of LMR Land Company, Ltd. on November 14, 2002.

(b) No 8-K's have been filed during this quarter.

 

 

 

 

 

 

LMR LAND COMPANY, LTD.

Exhibit 99.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Report of LMR Land Company LTD on Form 10-Q for the quarter ended September 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Steven D. Ezell, Chief Executive Officer of the LMR Land Company Ltd., certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that:

    1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

    2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

LMR LAND COMPANY, LTD.

 

By: 222 LMR, LTD.

 

General Partner

 

By: 222 PARTNERS, INC.

 

General Partner

Date: November 14, 2002

By:/s/ Steven D. Ezell

 

President

Exhibit 99.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Report of LMR Land Company LTD on Form 10-Q for the quarter ended September 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael A. Hartley, Chief Financial Officer of LMR Land Company LTD, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that:

    1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

    2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

LMR LAND COMPANY, LTD.

 

By: 222 LMR, LTD.

 

General Partner

 

By: 222 PARTNERS, INC.

 

General Partner

Date: November 14, 2002

By:/s/ Michael A. Hartley

 

Secretary/Treasurer

LMR LAND COMPANY, LTD.

Exhibit 99.3

CERTIFICATION PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002.

CERTIFICATE OF CHIEF EXECUTIVE OFFICER

I, Steven D. Ezell, certify that:

  1. I have reviewed this quarterly report on Form 10-Q of LMR Land Company LTD.
  2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
  3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
  4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and15d-14) for the registrant and we have;
    1. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
    2. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
    3. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
  1. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function);
    1. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
    2. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
  1. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses

 

LMR LAND COMPANY, LTD.

 

By: 222 LMR, LTD.

 

General Partner

 

By: 222 PARTNERS, INC.

 

General Partner

Date: November 14, 2002

By:/s/ Steven D. Ezell

 

President

LMR LAND COMPANY, LTD.

Exhibit 99.4

CERTIFICATION PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002.

CERTIFICATE OF CHIEF FINANCIAL OFFICER

I, Michael A. Hartley, certify that:

  1. I have reviewed this quarterly report on Form 10-Q of LMR Land Company LTD.
  2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
  3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
  4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and15d-14) for the registrant and we have;
    1. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
    2. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
    3. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
  1. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function);
    1. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
    2. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
  1. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses

 

LMR LAND COMPANY, LTD.

 

By: 222 LMR, LTD.

 

General Partner

 

By: 222 PARTNERS, INC.

 

General Partner

Date: November 14, 2002

By:/s/ Michael A. Hartley

 

Secretary/Treasurer

 

 

 

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, 2002

By:/s/ Steven D. Ezell

 

President

Date: November 14, 2002

By:/s/ Michael A. Hartley

 

Secretary/Treasurer