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, 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 Nine months Ended September 30, 2003 and 2002
(Unaudited)
INDEX
PART I. FINANCIAL INFORMATION |
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Item 1. Financial Statements |
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Balance Sheets as of September 30, 2003 and December 31, 2002 |
3 |
|
Statements of Operations for the three and nine months ended September 30, 2003 and 2002 |
4 |
|
Statements of Cash Flows for the nine months ended September 30, 2003 and 2002 |
5 |
|
Notes to Financial Statements for the nine months ended September 30, 2003 and 2002 |
6 |
|
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |
7 |
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PART II. OTHER INFORMATION |
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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)
September 30, 2003 |
December 31, 2002 |
|
ASSETS |
(Unaudited) |
|
Cash |
267,018 |
311,060 |
Land and improvements held for sale |
730,045 |
730,045 |
Total Assets |
997,063 |
1,041,105 |
LIABILITIES AND PARTNERS' EQUITY |
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Accounts payable |
19,846 |
13,136 |
Property taxes payable |
25,500 |
0 |
Total liabilities |
45,346 |
13,136 |
Partners' equity: |
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Limited partners, 7,500 units outstanding |
951,717 |
1,027,969 |
General partner |
0 |
0 |
Total partners' equity |
951,717 |
1,027,969 |
Total liabilities and partners' equity |
997,063 |
1,041,105 |
LMR LAND COMPANY, LTD.
(A Limited Partnership)
(Unaudited)
Three months ended September 30, |
Nine months ended September 30, |
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2003 |
2002 |
2003 |
2002 |
|
Revenue: |
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Interest income |
0 |
0 |
0 |
23 |
Other income |
250 |
0 |
350 |
0 |
Total revenues |
250 |
0 |
350 |
23 |
Expenses |
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Property taxes |
20,040 |
8.166 |
37,040 |
24,544 |
Management fees |
3,500 |
3,500 |
10,500 |
10,500 |
Professional fees |
11,034 |
6,159 |
18,318 |
34,512 |
General and administrative expenses |
1,013 |
364 |
9,344 |
2,929 |
Other operating expenses |
0 |
0 |
1,400 |
1,181 |
Total expenses |
35,587 |
18,189 |
76,602 |
73,666 |
Net loss |
<35,337> |
<18,189> |
<76,252> |
<73,644> |
Net loss per limited partner unit |
$(4.71) |
$(2.43) |
$(10.17) |
$(9.82) |
Limited partner units outstanding |
7,500 |
7,500 |
7,500 |
7,500 |
LMR LAND COMPANY, LTD.
(A Limited Partnership)
(Unaudited)
For the nine months ending September 30, |
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2003 |
2002 |
|
Cash flows from operating activities: |
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Net loss |
(76,252) |
(73,643) |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Decrease in restricted cash |
0 |
11,327 |
Increase in accounts payable |
6,710 |
4,477 |
Increase in property tax payable |
25,500 |
7,502 |
Net cash used in operating activities |
(44,042) |
(50,337) |
Net decrease in cash |
(44,042) |
(50,337) |
Cash at beginning of period |
311,060 |
381,087 |
Cash at end of period |
267,018 |
330,750 |
LMR LAND COMPANY, LTD.
(A Limited Partnership)
For the Nine months Ended September 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 nine-month period ended September 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 nine months were as follows:
2003 |
2002 |
|
Management fees |
$10,500 |
$10,500 |
Accounting fees |
12,768 |
21,112 |
D. COMPREHENSIVE INCOME
During the nine-month periods ended September 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 Nine months Ended September 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 September 30, 2003.
There have been no land sales during the first nine-month period of 2003. Overall operations of the Registrant have not changed significantly from the quarter ended June 30,2002. The decrease in legal and accounting fees is due to the change in principal accountants and the increase in property taxes is due to higher land values..
Financial condition
Liquidity
At October 31, 2003, the Registrant had approximately $266,686 in 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 September 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 September 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 September 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.
Item 4. DISCLOSURE CONTROL AND PROCEDURES
As of October 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 October 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
(b) No 8-K's have been filed during this quarter.
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:
Date: November 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:
Date: November 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 September 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:
Date: November 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 September 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:
Date: November 14, 2003 Michael A. Hartley
Chief Financial Officer
17Pursuant 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. |
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By: 222 LMR, LTD. |
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General Partner |
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By: 222 PARTNERS, INC. |
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General Partner |
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Date: November 14, 2003 |
By: Steven D. Ezell |
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President |
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Date: November 14, 2003 |
By: Michael A. Hartley |
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Secretary/Treasurer |