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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

June 30, 2003

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 ___

 

PART I. FINANCIAL INFORMATION

LMR LAND COMPANY, LTD.

(A Tennessee Limited Partnership)

FINANCIAL STATEMENTS

For The Six months Ended June 30, 2003 and 2002

(Unaudited)

INDEX

PART I. FINANCIAL INFORMATION

  

Item 1. Financial Statements

  
 

Balance Sheets as of June 30, 2003 and December 31, 2002

3
 

Statements of Operations for the three and six months ended June 30, 2003 and 2002

4
 

Statements of Cash Flows for the six months ended June 30, 2003 and 2002

5
 

Notes to Financial Statements for the six months ended June 30, 2003 and 2002

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

 

June 30, 2003

December 31, 2002

ASSETS

    
     

Cash

287,695

311,060

Land and improvements held for investment

730,045

730,045
     
     

Total Assets

1,017,740

1,041,105
     
     
     

LIABILITIES AND PARTNERS' EQUITY

    
     

Due to affiliate

6,186

12,136

Accounts payable

7,500

1,000

Property taxes payable

17,000

-
     

Total Liabilities

30,686

13,136
     

Partners' equity:

    
     

Limited partners, 7,500 units outstanding

987,054

1,027,969

General partner

-

-
     
     

Total partners' equity

987,054

1,027,969

     
     

Total liabilities and partners' equity

1,017,740

1,041,105

 

 

 

 

LMR LAND COMPANY, LTD.

(A Limited Partnership)

STATEMENTS OF OPERATIONS

(Unaudited)
         

Three months ended

Six months ended
 

June 30,
 

2003

2002

2003

2002

Revenue

        
         

Other income

$-

$-

$100

$22

         

Total revenues

0

0

100

22
         

Expenses

        
         

Property taxes

8,500

8,166

17,000

16,378

Management fees

3,500

3,500

7,000

7,000

Legal and accounting fees

4,034

20,703

7,284

23,453

General and administrative expenses

4,206

1,714

8,331

7,465

Other operating expenses

1,400

1,181

1,400

1,181
         

Total expenses

<21,640>

<35,264>

<41,015>

<55,477>
         
         

Net loss

$(21,640)

$(35,264)

$(40,915)

$(55,455)

Net loss per limited partner unit

$(2.89)

$(4.70)

$(5.46)

$(7.39)

(7,500 units outstanding)

        

 

 

 

 

 

LMR LAND COMPANY, LTD.

(A Limited Partnership)

STATEMENTS OF CASH FLOWS

(Unaudited)

Six months ended June 30,
 

2003

2002

Cash flows from operating activities:

    
     

Net loss

$(40,915)

$(55,455)

Adjustments to reconcile net loss to net cash from operating activities:

Decrease in restricted cash

-

11,327

Property taxes payable

17,000

16,332

Increase in accounts payable

6,500

8,818

Decrease in due to affiliate

(5,950)

-
     

Net cash from operating activities

(23,365)

(18,978)
     

Net decrease in cash

(23,365)

(18,978)
     

Cash at beginning of period

311,060

381,088

Cash at end of period

$287,695

$362,110

 

LMR LAND COMPANY, LTD.

(A Limited Partnership)

NOTES TO FINANCIAL STATEMENTS

For the Six months Ended June 30, 2003 and 2002

(Unaudited)

A.BUSINESS

LMR Land Company, Ltd. ("Registrant"), is a Tennessee limited partnership organized on December 22, 1986, pursuant to the provisions of the Tennessee Uniform Limited Partnership Act, Chapter 2, Title 61, Tennessee Code Annotated, as amended. The General Partner of Registrant is 222 LMR, Ltd.

Registrant's primary objective is to sell certain undeveloped real property located in Macon, Georgia ("Property") and distribute to the limited partners, a return of capital from the net proceeds of the sales.

B.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, 2002.  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, 2003 may not be indicative of the results that may be expected for the year ending December 31, 2003. 

C.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:

 

2003

2002
     

Management fees

$ 7,000

$ 7,000

Accounting fees

12,268

11,855

D. COMPREHENSIVE INCOME

During the six-month periods ended June 30, 2003, and 2002, the Partnership had no components of other comprehensive  income. Accordingly, comprehensive loss for each of the periods was the same as net loss.

 

LMR LAND COMPANY, LTD.

(A Limited Partnership)

NOTES TO FINANCIAL STATEMENTS

For the Six months Ended June 30, 2003 and 2002

(Unaudited)

E. 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 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. 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 June 30, 2003.

There have been no land sales during the first six-month period of 2003. Overall operations of the Registrant have not changed significantly from the quarter ended June 30,2002, except for the decrease in legal and accounting fees due to the change in principal accountants..

Financial condition

Liquidity

At July 31, 2003, the Registrant had approximately $282,755 cash. These funds are expected to be sufficient to fund operations through 2003.

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 June 30, 2003, 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 June 30, 2003, the Partnership had no restricted cash balances. The Partnership may borrow from the General Partner in order to meet cash flow needs and may defer amounts payable to the General Partner for management fees or other services until cash is available. At June 30, 2003 and December 31, 2002, 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.

 

PART II. OTHER INFORMATION

Item 4. DISCLOSURE CONTROL AND PROCEDURES

As of July 31, 2003, under the supervision and with the participation of the Partnership's Chief Executive Officer (CEO) and the Chief Financial Officer (CFO), management has evaluated the effectiveness of the design and operation of the Partnership's disclosure controls and procedures. Based on that evaluation, the CEO and CFO, concluded that the Partnership's disclosure controls and procedures were effective as of July 31, 2003. 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.

 

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)

Description

Exhibit

Number

31.1 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 August 14, 2003.

31.2 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 August 14, 2003.

32.1 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 August 14, 2003.

32.2 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 August 14, 2003.

(b)

Form 8-K filed on April 17, 2003 states a change in the Registrant's accounting firm. In a letter dated April 4 2003 and received by the Registrant on April 10, 2003, KPMG LLP ("KPMG") declined to stand for re-election as independent public accountants for the Registrant.

The audit reports issued by KPMG on the financial statements of the Registrant as of and for the years ended December 31, 2002 and December 31, 2001, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified, as to uncertainty, audit scope or accounting principles.

During the two most recent fiscal years ended December 31, 2002 and December 31, 2001, and the subsequent interim period from January 1, 2003 through April 4 2003, there have been no disagreements between the Registrant and KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference to the subject matter thereof in its report on the Registrant's consolidated financial statements for such periods.

During the two most recent fiscal years and through April 4 2003, there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

On April 17, 2003, the Partnership retained the services Crowe Chizek and Company LLC as the Partnership's auditors for the year ended December 31, 2003. The decision to change accounting firms was recommended and approved by the Board of Directors of 222 Partners, Inc., general partner of 222 LMR, Ltd., General Partner of LMR Land Company, Ltd. During the fiscal years ended December 31, 2002 and December 31, 2001 and through April 17, 2003, the Registrant has not consulted Crowe Chizek and Company LLC regarding any matters described in, and required to be disclosed pursuant to, Item 304(a)(2)(i) and (ii) of Regulation S-K.

LMR LAND COMPANY, LTD.

Exhibit 31.1

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 report on Form 10-Q of LMR Land Company LTD.
  2. Based on my knowledge, this 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 report;
  3. Based on my knowledge, the financial statements, and other financial information included in this 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 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-145(e) and15d-145(e)) for the registrant and have;
    1. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
    2. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
    3. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect the registrant's internal control over financial reporting; and
  1. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, 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 and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; 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 over financial reporting;

 

Date: August 14, 2003 Steven D. Ezell

Chief Executive Officer

LMR LAND COMPANY, LTD.

Exhibit 31.2

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 report on Form 10-Q of LMR Land Company LTD.
  2. Based on my knowledge, this 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 report;
  3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;
  1. 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-145(e) and15d-145(e)) for the registrant and have;
    1. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
    2. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
    3. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect the registrant's internal control over financial reporting; and
  1. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, 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 and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; 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 over financial reporting;

Date: August 14, 2003 Michael A. Hartley

Chief Financial Officer

 

LMR LAND COMPANY, LTD.

Exhibit 32.1

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 June 30, 2003, 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. section 1350, as adopted pursuant to section 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.

 

Date: August 14, 2003 Steven D. Ezell

Chief Executive Officer

 

Exhibit 32.2

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 June 30, 2003, 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. section 1350, as adopted pursuant to section 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.

 

Date: August 14, 2003 Michael A. Hartley

Chief Financial Officer

 

 

 

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, 2003

By:/s/ Steven D. Ezell
 

President

 

Date: August 14, 2003

By:/s/ Michael A. Hartley
 

Secretary/Treasurer