UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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) |
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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 incorporation or organization) |
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62-1299384 Identification Number) |
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3310 West End Avenue, Suite 490 |
(615) 292-1040
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
LMR LAND COMPANY, LTD.
(A Limited Partnership)
BALANCE SHEETS
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|
September 30, 2004 |
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December 31, 2003 |
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ASSETS |
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|
|
|
|
|
|
|
|
Cash |
$ |
385,982 |
$ |
224,350 |
Land and improvements held for sale |
|
639,730 |
|
730,045 |
|
|
|
|
|
Total assets |
$ |
1,025,712 |
$ |
954,395 |
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|
================= |
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================= |
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|
|
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LIABILITIES AND PARTNERS' EQUITY |
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|
|
|
|
|
|
|
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Accounts payable |
$ |
14,810 |
$ |
20,260 |
Property taxes payable |
|
8,783 |
|
0 |
Total liabilities |
|
23,593 |
|
20,260 |
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|
|
|
|
Partners' equity: |
|
|
|
|
Limited partners, 7,500 units outstanding |
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1,002,119 |
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934,135 |
General partner |
|
0 |
|
0 |
Total partners' equity |
1,002,119 |
934,135 |
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|
|
|
|
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Total liabilities and partners' equity |
$ |
1,025,712 |
$ |
954,395 |
================ |
================ |
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See accompanying notes to financial statements.
LMR LAND COMPANY, LTD.
(A Limited Partnership)
STATEMENTS OF OPERATIONS
(Unaudited)
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Three months ended |
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Nine months ended |
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September 30, |
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2004 |
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2003 |
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2004 |
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2003 |
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REVENUE: |
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|
|
|
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Land sales: |
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|
|
|
|
|
|
|
|
|
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Sale proceeds |
$ |
275,000 |
|
$ |
0 |
|
$ |
275,000 |
|
$ |
0 |
|
Cost of land and improvements |
|
(106,077 |
) |
|
0 |
|
|
(106,077) |
|
|
0 |
|
Closing costs |
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(32,817 |
) |
|
0 |
|
|
(32,817) |
|
|
0 |
|
Gain on sale |
|
136,106 |
|
|
0 |
|
|
136,106 |
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|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
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Interest income |
|
662 |
|
|
0 |
|
|
1,064 |
|
|
0 |
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Other income |
|
0 |
|
|
250 |
|
|
0 |
|
|
350 |
|
Total revenues |
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136,768 |
|
|
250 |
|
|
137,170 |
|
|
350 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES |
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|
|
|
|
|
|
|
|
|
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Property taxes |
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6,978 |
|
|
20,040 |
|
|
24,639 |
|
|
37,040 |
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Management fees |
|
3,500 |
|
|
3,500 |
|
|
10,500 |
|
|
10,500 |
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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 |
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0 |
|
|
0 |
|
|
0 |
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|
1,400 |
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Total expenses |
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19,728 |
|
|
35,587 |
|
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69,186 |
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76,602 |
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Net income (loss) |
$ |
117,040 |
|
$ |
(35,337 |
) |
$ |
67,984 |
|
$ |
(76,252 |
) |
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|
======= |
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======= |
= |
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======= |
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====== |
= |
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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.
LMR LAND COMPANY, LTD.
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
(Unaudited)
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For the nine months ending September 30, |
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2004 |
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2003 |
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Cash flows from operating activities: |
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|
|
|
|
|
|
|
|
|
|
|
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Net income (loss) |
$ |
67,984 |
|
$ |
(76,252 |
) |
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: |
|
|
|
|
|
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Gain on sale of land |
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(136,106 |
) |
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0 |
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Increase in property taxes payable |
|
8,783 |
|
|
25,500 |
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(Decrease) increase in accounts payable |
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(5,450 |
) |
|
6,709 |
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Net cash provided (used) by operating activities |
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(64,789 |
) |
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(44,043 |
) |
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Cash flows from investing activities: |
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Proceeds from land sale |
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242,183 |
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|
0 |
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Cost of land purchased for sale |
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(15,762 |
) |
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0 |
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Net cash provided by investing activities |
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226,421 |
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0 |
|
|
|
|
|
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Net increase (decrease) in cash |
$ |
161,632 |
|
$ |
(44,043 |
) |
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|
|
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Cash at beginning of period |
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224,350 |
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|
311,061 |
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Cash at end of period |
$ |
385,982 |
$ |
267,018 |
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See accompanying notes to financial statements.
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.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
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.
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.
Item 6. Exhibits and Reports on Form 8-K
Exhibit Number
(b) The Registrant has not filed a Form 8-K during the nine-month period ending September 30, 2004.
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:
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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 15, 2004 |
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By: |
Steven D. Ezell |
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President |
LMR LAND COMPANY, LTD.
Exhibit 31.2
I, Michael A. Hartley, certify that:
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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 15, 2004 |
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By: |
Michael A. Hartley |
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Vice-president |
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:
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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 15, 2004 |
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By: |
Steven D. Ezell |
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President |
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:
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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 15, 2004 |
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By: |
Michael A. Hartley |
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Vice-president |
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.
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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 15, 2004 |
By:/s/ Steven D. Ezell |
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President |
Date: November 15, 2004 |
By:/s/ Michael A. Hartley |
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Vice-president |