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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

 

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2004

[  ]

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
(State or other jurisdiction of
incorporation or organization)

 

62-1299384
(IRS Employer
Identification Number)

 

 

 

3310 West End Avenue, Suite 490
Nashville, Tennessee 37203
(Address of principal executive offices)

(615) 292-1040
(Registrant's telephone number, including area code)

NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last report)

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 the past 90 days.  Yes    X        No       .

Indicate by check mark whether the Company is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  Yes              No    X .

As of November 15, 2004, there were 7,500 outstanding Units of Limited Partnership Interest.


 

PART I. FINANCIAL INFORMATION

LMR LAND COMPANY, LTD.
(A Tennessee Limited Partnership)

FINANCIAL STATEMENTS
For The Nine Months Ended September 30, 2004 and 2003
(Unaudited)

INDEX

PART I. FINANCIAL INFORMATION

 

 

Item 1. Financial Statements

 

 

Balance Sheets as of September 30, 2004 and December 31, 2003

 

 

Statements of Operations for the three and nine months ended September 30, 2004 and 2003

 

 

Statements of Cash Flows for the nine months ended September 30, 2004 and 2003

 

 

Notes to Financial Statements for the nine months ended September 30, 2004 and 2003

 

 

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

 

 

Item 4. Disclosure Controls and Procedures

 

 

 

PART II. OTHER INFORMATION

 

 

Item 6. Exhibits and Reports on Form 8-K

 

 

Signatures

 

 


index

LMR LAND COMPANY, LTD.
(A Limited Partnership)

BALANCE SHEETS

 

 

September 30, 2004

 

December 31, 2003

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

Cash

$

385,982

$

224,350

Land and improvements held for sale

 

639,730

 

730,045

 

 

 

 

 

Total assets

$

1,025,712

$

954,395

 

 

=================

 

=================

 

 

 

 

 

LIABILITIES AND PARTNERS' EQUITY

 

 

 

 

 

 

 

 

 

Accounts payable

$

14,810

$

20,260

Property taxes payable

 

8,783

 

0

Total liabilities

 

23,593

 

20,260

 

 

 

 

 

Partners' equity:

 

 

 

 

Limited partners, 7,500 units outstanding

 

1,002,119

 

934,135

General partner

 

0

 

0

Total partners' equity

1,002,119

934,135

 

 

 

 

 

Total liabilities and partners' equity

$

1,025,712

$

954,395

================

================

See accompanying notes to financial statements.


index

LMR LAND COMPANY, LTD.
(A Limited Partnership)

STATEMENTS OF OPERATIONS
(Unaudited)

 

 

Three months ended

 

 

Nine months ended

 

 

 

September 30,

 

 

 

2004

 

 

2003

 

 

2004

 

 

2003

 

REVENUE:

 

 

 

 

 

 

 

 

 

 

 

 

Land sales:

 

 

 

 

 

 

 

 

 

 

 

 

Sale proceeds

$

275,000

 

$

0

 

$

275,000

 

$

0

 

Cost of land and improvements

 

(106,077

)

 

0

 

 

(106,077)

 

 

0

 

Closing costs

 

(32,817

)

 

0

 

 

(32,817)

 

 

0

 

Gain on sale

 

136,106

 

 

0

 

 

136,106

 

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

662

 

 

0

 

 

1,064

 

 

0

 

Other income

 

0

 

 

250

 

 

0

 

 

350

 

Total revenues

 

136,768

 

 

250

 

 

137,170

 

 

350

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

Property taxes

 

6,978

 

 

20,040

 

 

24,639

 

 

37,040

 

Management fees

 

3,500

 

 

3,500

 

 

10,500

 

 

10,500

 

Legal and accounting fees

 

7,825

 

 

11,034

 

 

22,971

 

 

18,318

 

General and administrative expenses

 

1,425

 

 

1,013

 

 

11,076

 

 

9,344

 

Other operating expenses

 

0

 

 

0

 

 

0

 

 

1,400

 

Total expenses

 

19,728

 

 

35,587

 

 

69,186

 

 

76,602

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

$

117,040

 

$

(35,337

)

$

67,984

 

$

(76,252

)

 

 

=======

 

 

=======

=

 

=======

 

 

======

=

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per limited partner unit

$

15.60

 

$

(4.71

)

$

9.06

 

$

(10.17

)

Limited partner units outstanding

 

7,500

 

 

7,500

 

 

7,500

 

 

7,500

 

See accompanying notes to financial statements.

 


index

 

LMR LAND COMPANY, LTD.
(A Limited Partnership)

STATEMENTS OF CASH FLOWS
(Unaudited)

 

 

 

 

 

 

 

 

For the nine months ending September 30,

 

 

2004

 

 

2003

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

$

67,984

 

$

(76,252

)

Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:

 

 

 

 

 

 

Gain on sale of land

 

(136,106

)

 

0

 

Increase in property taxes payable

 

8,783

 

 

25,500

 

(Decrease) increase in accounts payable

 

(5,450

)

 

6,709

 

Net cash provided (used) by operating activities

 

(64,789

)

 

(44,043

)

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from land sale

 

242,183

 

 

0

 

Cost of land purchased for sale

 

(15,762

)

 

0

 

Net cash provided by investing activities

 

226,421

 

 

0

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

$

161,632

 

$

(44,043

)

 

 

 

 

 

 

 

Cash at beginning of period

 

224,350

 

 

311,061

 

Cash at end of period

$

385,982

$

267,018

===========

===========

See accompanying notes to financial statements.


index

LMR LAND COMPANY, LTD.
(A Limited Partnership)

NOTES TO FINANCIAL STATEMENTS
For the Nine Months Ended September 30, 2004 and 2003
(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, 2003.  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, 2004 may not be indicative of the results that may be expected for the year ending December 31, 2004. 

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:

2004

2003

Management fees

$10,500

10,500

Accounting fees

13,297

12,768

C. Comprehensive Income

During the nine-month periods ended September 30, 2004 and 2003, the Partnership had no components of other comprehensive income/(loss). Accordingly, comprehensive income/(loss) for each of the periods was the same as net income/(loss).

D. Impairment

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.

 

 


index

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

Results of Operations for the quarter ended September 30, 2004

On August 18, 2004, the Registrant sold approximately 8 acres for gross proceeds of $275,000. The proceeds from the sale were retained to meet operational expenses. At September 30, 2004, the Registrant has 23 acres left for sale. Overall operations of the Registrant have not changed significantly from prior quarters.

Financial Condition and Liquidity

At September 30, 2004, the Registrant had approximately $385,762 in cash. These funds are expected to be sufficient to fund operations through 2004.

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, 2004, the Partnership had 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, 2004, 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, 2004 and December 31, 2003, the Partnership had no borrowings from the General Partner. Transactions with the General Partner and affiliates are discussed in Note B to the financial statements.

Item 4. Disclosure Controls and Procedures

The Registrant maintains controls and procedures designed to ensure that information required to be disclosed in the reports that the Registrant files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their evaluation of those controls and procedures performed within 90 days of the filing date of this report, the President and Vice-president of the General Partner of the Registrant concluded that the Registrant's disclosure controls and procedures were adequate.

There have been no significant changes in the Registrant's internal controls.

 


index

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

Exhibit Number

31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Steven D. Ezell, the President of 222 Partners, Inc., the general partner of 222 LMR, Ltd., the General Partner of LMR Land Company, Ltd. on November 15, 2004.

31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Michael A. Hartley, the Vice president of 222 Partners, Inc., the general partner of 222 LMR, Ltd., the General Partner of LMR Land Company, Ltd., on November 15, 2004.

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 President of 222 Partners, Inc., the general partner of 222 LMR, Ltd., the General Partner of LMR Land Company, Ltd. on November 15, 2004.

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 Vice president of 222 Partners, Inc., the general partner of 222 LMR, Ltd., the General Partner of LMR Land Company, Ltd. on November 15, 2004.


(b) The Registrant has not filed a Form 8-K during the nine-month period ending September 30, 2004.

 

 


exhibit

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 quarterly 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-15(e) and15d-15(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 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 reasonably 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.

 

LMR Land Company, Ltd.

 

By:

222 LMR, Ltd.

 

 

General Partner

 

 

By:

222 PARTNERS, INC.

 

 

 

general partner

Date: November 15, 2004

 

 

By:

Steven D. Ezell

 

 

 

 

President


exhibit

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 quarterly 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-15(e) and15d-15(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 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 reasonably likely to materially affect, the registrant's internal control over financial reporting; and

  5. 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.

 

LMR Land Company, Ltd.

 

By:

222 LMR, Ltd.

 

 

General Partner

 

 

By:

222 PARTNERS, INC.

 

 

 

general partner

Date: November 15, 2004

 

 

By:

Michael A. Hartley

 

 

 

 

Vice-president


exhibit

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, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Steven D. Ezell, President of 222 Partners, Inc., the general partner of 222 LMR, Ltd., the General Partner 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:

 

LMR Land Company, Ltd.

 

By:

222 LMR, Ltd.

 

 

General Partner

 

 

By:

222 PARTNERS, INC.

 

 

 

general partner

Date: November 15, 2004

 

 

By:

Steven D. Ezell

 

 

 

 

President

 

exhibit

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, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael A. Hartley, the Vice-president of 222 Partners, Inc., the general partner of 222 LMR, Ltd., the General Partner 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:

 

LMR Land Company, Ltd.

 

By:

222 LMR, Ltd.

 

 

General Partner

 

 

By:

222 PARTNERS, INC.

 

 

 

general partner

Date: November 15, 2004

 

 

By:

Michael A. Hartley

 

 

 

 

Vice-president

 


index

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 15, 2004

By:/s/ Steven D. Ezell

 

President

 

Date: November 15, 2004

By:/s/ Michael A. Hartley

 

Vice-president