<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
[Fee Required]
For the fiscal year ended
December 31, 1999
or
[ ] Transition Report to Section 13 or 15(d) of the Securities
Exchange Act of 1934
[Fee Required]
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 (I.R.S. Employer
incorporation or organization) Identification Number.)
One Belle Meade Place, 4400 Harding Road, Suite 500, Nashville,
Tennessee 37205
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (615) 292-1040
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange
on which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class)
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
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is
not contained herein, and will not be contained to the best of the
registrant's knowledge, in definitive proxy of information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
[X]
The aggregate sale price of the Units of Limited Partnership
Interest to non-affiliates was $7,500,000 as of February 28, 1999.
This does not reflect market value, but is the price at which these
Units of Limited Partnership Interest were sold to the public.
There is no current market for these Units.
DOCUMENTS INCORPORATED BY REFERENCE
Documents Incorporated by Reference in Part IV:
Prospectus of Registrant, dated April 1, 1987, as filed pursuant to
Rule 424(b) of the Securities and Exchange Commission.
PART I
Item 1. 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 business is to acquire, own, and hold for
investment certain undeveloped real properties located in Lebanon,
Tennessee; and Macon, Georgia (collectively, the "Property").
Registrant's investment objectives are preservation of investment
capital and appreciation of the value of the Property due to
development of the surrounding areas and the completion of
improvements to the Properties prior to resale.
Financial Information About Segment
The Registrant's activity, investment in land, lies within the
domestic United States and is within one industry segment.
Therefore, financial data relating to the geographic area and
industry segment is included in Item 6 - Selected Financial Data.
Narrative Description of Business
At December 31, 1999, the Registrant is holding for investment
approximately 114 acres of land in Macon, Georgia (the "Property").
The property consists of 114 acres at December 31, 1999, which
includes approximately 10 acres that are unsalable attributable to
roads, right of ways, and landscaping. The property is located at
the intersection of Eisenhower Parkway and Log Cabin Road southwest
of downtown Macon. The property is zoned for retail, service
center and service warehouse type uses. The property is served by
municipal gas, electricity, water, and sewer. No development has
occurred on the Property.
The Registrant has no employees. Property management services
are being provided under a contractual agreement with Landmark
Realty Services Corporation, an affiliate of the General Partner.
Item 2. Properties
As of December 31, 1999, Registrant owned approximately 114
acres of undeveloped land, which includes approximately 10 acres
that are unsalable attributable to roads, right of ways, and
landscaping. For further information concerning the Property,
reference is made to the material in Item 1.
Item 3. Legal Proceedings
Registrant is not a party to, nor is any of Registrant's
property the subject of, any material legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
The security holders of Registrant did not vote on any matter
during the fiscal year covered by this report.
PART II
Item 5. Market for Registrant's Units of Limited Partnership
Interest and Related Security Holder Matters
There is no established market for the Units and it is not
anticipated that any will exist in the future. The Registrant
commenced an offering to the public on April 1, 1987 of 7,500 Units
of Limited Partnership Interests. The offering of $7,500,000 was
fully subscribed and closed on June 8, 1987. As of February 28,
1999 there were 625 holders of record of the 7,500 Units of Limited
Partnership Interests.
During 1999, there were no distributions. During 1998, the
Registrant distributed $195/Unit to its limited partners for a
total of $1,462,500. During 1997, the Registrant distributed
$30/unit to its limited partners for a total of $225,000. There
are no material restrictions upon Registrant's present or future
ability to make distributions in accordance with the provisions of
Registrant's Limited Partnership Agreement.
Item 6. Selected Financial Data
For the Year ended
December 31,
1999 1998 1997 1996 1995
Total Revenue $ 131,336 381,108 8,963 133,601 57,641
Net Income(Loss) 2,017 267,243 (97,773) 26,101 (47,591)
Net Income (Loss) per
limited partner unit 0.27 35.63 (13.04) 3.48 (6.35)
Total Assets 2,892,335 2,900,075 4,110,579 4,430,651 4,499,958
Cash Distributions
per unit - 195.00 30.00 - -
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
Sales
During 1999, the Registrant sold the remaining 3 acres of the Lebanon
Property. The proceeds were retained to meet the operational needs of
the Registrant.
During 1998, the Registrant sold approximately 46 acres of Lebanon
Property. These combined proceeds were used to make a $1,462,500 cash
distribution to the limited partners.
There were no sales in 1997.
Analysis of Operations
There have been no significant fluctuations in the Registrant's
operations except for sales described in the above paragraph. The
fluctuations in property maintenance costs are due to additional costs
incurred preparing the Lebanon land for sale.
Financial Condition
As of February 29, 2000 the Registrant had a cash balance of
$276,712. The General Partner believes this cash balance is sufficient
to meet the needs of the Registrant for the year 2000.
Year 2000
In 1998, the Partnership initiated a plan ("Plan") to identify, and
remediate "Year 2000" issues within each of its significant computer
programs and certain equipment which contain microprocessors. The Plan
addressed the issue of computer programs and embedded computer chips
being unable to distinguish between the year 1900 and the year 2000, if
a program or chip uses only two digits rather than four to define the
applicable year. The Partnership divided the Plan into five major
phases-assessment, planning, conversion, implementation and testing.
The plan was completed in mid 1999. The total remediation costs for the
plan were not material to the operations or liquidity of the
partnerships. The registrant had no significant operational
difficulties related to Year 2000 issue. Management does not expect any
future operational problems related to Year 2000 issues.
Item 8. Financial Statements and Supplementary Data
The Financial Statements required by Item 8 are filed at the
end of this Report.
<PAGE>
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
Registrant does not have any directors or officers. 222 LMR, Ltd.
is the General Partner. 222 Partners, Inc. is the general partner
of the General Partner and as such has general responsibility and
ultimate authority in matters affecting the Registrant's business.
222 Partners Inc.
222 Partners, Inc. was formed in September, 1986, and serves
as co-general partner for several other real estate investment
limited partnerships. Steven D. Ezell is the president and sole
shareholder of 222 Partners, Inc. The directors of 222 Partners,
Inc. are W. Gerald Ezell, Steven D. Ezell and Michael A. Hartley.
The directors of 222 Partners, Inc. are elected by the shareholder
to serve one year or until their successors are elected by the
Board of Directors and serve until their successors are elected and
qualified.
The officers and directors of 222 Partners, Inc. are as follows:
W. Gerald Ezell
W. Gerald Ezell, age 69, serves on the Board of Directors of
222 Partners, Inc. Mr. Ezell is also a general partner of
affiliated limited partnerships which own various real estate
properties. Until November, 1985, Mr. Ezell had been for over 20
years an agency manager for Fidelity Mutual Life Insurance Company
and a registered securities principal of Capital Analysts
Incorporated, a wholly owned subsidiary of Fidelity Mutual Life
Insurance Company.
Steven D. Ezell
Steven D. Ezell, age 46, is the President and sole shareholder
of 222 Partners, Inc. He has been an officer of 222 Partners, Inc.
from September 17, 1986 through the current period. Mr. Ezell is
President and 50% owner of Landmark Realty Services Corporation.
He was for the prior four years involved in property acquisitions
for Dean Witter Realty Inc. in New York City, most recently as
Senior Vice President. Steven D. Ezell is the son of W. Gerald
Ezell.
<PAGE>
Michael A. Hartley
Michael A. Hartley, age 40, is Secretary/Treasurer and a Vice
President of 222 Partners, Inc. He has been an officer of 222
Partners, Inc. from September 17, 1986 through the current period.
Mr. Hartley is Vice President and 50% owner of Landmark Realty
Services Corporation. Prior to joining Landmark in 1986, Mr.
Hartley was Vice President of Dean Witter Realty Inc., a New York-
based real estate investment firm.
Item 11. Executive Compensation
During 1998, Registrant was not required to and did not pay
remuneration to any executives, partners of General Partner or any
affiliates, except as set forth in Item 13 of this report, "Certain
Relationships and Related Transactions."
The General Partner does participate in the profits, losses
and distributions of the Registrant as set forth in the Partnership
agreement.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
As of January 31, 2000, no person or "group" (as that term is
used in Section 13(d) (3) of the Securities Exchange Act of 1934)
was known by the Registrant to beneficially own more than five
percent of the Units of Registrant.
As of the above date, the Registrant knew of no officers or
directors of 222 Partners, Inc. that beneficially owned any of the
Units of the Registrant.
There are no arrangements known by the Registrant, the
operation of which may, at a subsequent date, result in a change in
control of the Registrant.
Item 13. Certain Relationships and Related Transactions
No affiliated entities have, for the year ending December 31,
1999, earned or received compensation or payments for services from
the Registrant in excess of $60,000. For a listing of
miscellaneous transactions with affiliates which were less than
$60,000 refer to Note 3 of Financial Statements in Item 8.
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-k
(a) (1) Financial Statements
The following Financial Statements are included herein:
Independent Auditors' Report F-1
Financial Statements
Balance Sheets F-2
Statements of Operations F-3
Statements of Partners' Equity F-4
Statements of Cash Flows F-5
Notes to Financial Statements F-6
(2) Financial Statement Schedule
Independent Auditors' Report S-1
Schedule III- Real Estate and Accumulated
Depreciation S-2
(3) Exhibits
3 Amended and Restated Certificate and Agreement of
Limited Partnership incorporated by reference to
Exhibit A to the Prospectus of Registrant dated
April 1, 1987 filed pursuant to Rule 424(b) of the
Securities and Exchange Commission.
22 Subsidiaries-Registrant has no subsidiaries.
27 Financial Data Schedule
(b) No reports on Form 8-K have been filed during the last
quarter of 1999.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, thereto
duly authorized.
LMR LAND COMPANY, LTD.
By: 222 LMR, Ltd.
General Partner
By: 222 Partners, Inc.
General Partner
DATE: January 31, 2000 By: /s/Steven D. Ezell
President and Director
DATE: January 31, 2000 By: /s/Michael A. Hartley
Secretary/Treasurer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.
LMR LAND COMPANY, LTD.
By: 222 LMR, Ltd.
General Partner
By: 222 Partners, Inc.
General Partner
DATE: January 31, 2000 By: /s/Steven D. Ezell
President and Director
DATE: January 31, 2000 By: /s/Michael A. Hartley
Secretary/Treasurer
Supplemental Information to be Furnished with Reports filed
Pursuant to Section 15(d) of the Act by Registrant Which Have Not
Registered Securities Pursuant to Section 12 of the Act:
No annual report or proxy material has been sent to security
holders.
Independent Auditors' Report
The Partners
LMR Land Company, Ltd.:
We have audited the accompanying balance sheets of LMR Land
Company,Ltd. (a limited partnership) as of December 31, 1999 and
1998, and the related statements of operations, partners' equity,
and cash flows for each of the years in the three-year period ended
December 31, 1999. These financial statements are the
responsibility of the Partnership's management. Our responsibility
is to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of LMR
Land Company, Ltd. at December 31, 1999 and 1998, and the results
of its operations and its cash flows for each of the years in the
three-year period ended December 31, 1999, in conformity with
generally accepted accounting principles.
KPMG LLP
Nashville, Tennessee
January 21, 2000
F-1
LMR LAND COMPANY, LTD.
(A Limited Partnership)
Balance Sheets
December 31, 1999 and 1998
Assets 1999 1998
Cash $ 310,703 120,260
Restricted cash 10,523 15,776
Accounts Receivable 4,041 -
Land and improvements
held for investment 2,567,088 2,764,039
Total assets $2,892,355 2,900,075
Liabilities and Partners' Equity:
Accounts payable and accrued
expenses $ 17,665 27,402
Partners' equity:
Limited partners (7,500 units
outstanding) 2,874,592 2,872,575
General partner 98 98
Total partners' equity 2,874,690 2,872,673
Commitments
Total liabilities and
partners' equity $ 2,892,355 2,900,075
See accompanying notes to financial statements.
F-2
<PAGE>
LMR LAND COMPANY, LTD.
(A Limited Partnership)
Statements of Operations
Years ended December 31, 1999, 1998, and 1997
1999 1998 1997
Revenue:
Land sales:
Sale proceeds $ 370,000 1,898,070 -
Cost of land and
improvements sold (196,951) (1,380,464) -
Closing costs (44,400) (147,578) -
Gain on land sales 128,649 370,028 -
Interest 2,437 10,792 8,713
Miscellaneous income 250 288 250
Total revenue 131,336 381,108 8,963
Expenses:
Property management fees
and maintenance
costs 54,647 36,605 24,694
Property taxes 47,640 52,195 61,898
Legal and accounting
fees 19,586 20,284 17,638
Other operating expenses 7,446 4,781 2,506
Total expenses 129,319 113,865 106,736
Net income(loss) $ 2,017 267,243 (97,773)
Net income (loss) allocated to:
Limited partners $ 2,017 267,243 (97,772)
General partner - - -
Net income (loss) per
limited partner unit $ 0.27 35.63 (13.04)
Weighted average units
outstanding 7,500 7,500 7,500
See accompanying notes to financial statements.
F-3
LMR LAND COMPANY, LTD.
(A Limited Partnership)
Statements of Partners' Equity
Years ended December 31, 1999, 1998, and 1997
Limited General
partners partner Total
units amounts
Balance at
December 31, 1996 7,500 $4,390,604 99 4,390,703
Distributions to - (225,000) - (225,000)
partners
Net loss - (97,772) (1) (97,773)
Balance at
December 31, 1997 7,500 4,067,832 98 4,067,930
Distributions to
partners - (1,462,500) - (1,462,500)
Net Income - 267,243 - 267,243
Balance at
December 31, 1998 7,500 2,872,575 98 2,872,673
Net Income - 2,017 - 2,017
Balance at
December 31, 1999 7,500 $2,874,592 98 2,874,690
See accompanying notes to financial statements.
F-4
LMR LAND COMPANY, LTD.
(A Limited Partnership)
Statements of Cash Flows
Years ended December 31, 1999, 1998, and 1997
1999 1998 1997
Cash flows from operating activities:
Net income (loss) $ 2,017 267,243 (97,773)
Adjustments to reconcile net income
(loss) to net cash provided by
(used in) operating activities:
Decrease (Increase) in
restricted cash 5,253 (15,776) -
Increase in accounts
receivable (4,041) - -
Decrease in receivable
from affiliate - - 40,628
Cost of land & improvements - (180,592) (88,500)
Cost of land and
improvements sold 196,951 1,380,464 -
(Decrease) increase in
accounts payable (9,737) (15,247) 2,701
Net cash provided by (used in)
operating activities 190,443 1,436,092 (142,944)
Cash flows from financing activities:
Distributions to partners - (1,462,500) (225,000)
Net increase(decrease) in cash $190,443 (26,408) (367,944)
Cash at beginning of year $120,260 146,668 514,612
Cash at end of year $310,703 120,260 146,668
See accompanying notes to financial statements.
F-5
<PAGE>
LMR LAND COMPANY, LTD.
(A Limited Partnership)
Notes to Financial Statements
December 31, 1999 and 1998
(1) Summary of Significant Accounting Policies
(a) Organization
LMR Land Company, Ltd. (the Partnership) is a Tennessee
Limited Partnership organized on December 22, 1986, to
acquire, own, and hold for investment certain undeveloped land
located in Lebanon, Tennessee; and Macon, Georgia. The
general partner is 222 LMR, Ltd. The general partner of the
general partner is 222 Partners, Inc. The Partnership
prepares its financial statements and Federal income tax
returns on the accrual method and includes only those assets,
liabilities and results of operations which relate to the
business of the Partnership.
(b) Estimates
Management of the partnership has made certain estimates and
assumptions to prepare these financial statements in
accordance with generally accepted accounting principles.
These estimates include the determination of the estimated
fair value of the land and improvements held for investment.
Actual results could differ from those estimates.
(c) Cash
Cash belonging to the Partnership is combined in an account
with funds from other partnerships related to the general
partner.
(d) Land and Improvements Held For Investment
During 1997, an additional 2 acres of land were purchased
from a related party for $88,500. Land and improvements
held for investment are recorded at acquisition cost plus
development costs. Insurance and property taxes are
capitalized as carrying costs of the property during the
development period. Insurance and property taxes are
charged to expense once development of the property is
substantially complete. Remaining acreage is
approximately 114 and 117 acres at December 31, 1999 and
1998, respectively, which includes approximately 10 acres
which are unsalable attributable to roads, right of ways,
and landscaping.
Long-lived assets to be disposed of be reported at the lower
of the carrying amount or fair value less estimated costs to
sell. The fair value of the assets can be determined
externally, using appraisals, or internally using discounted
future net cash flows. If such assets are considered
impaired, the impairment to be recognized is measured by the
amount by which the carrying amount of the assets exceeds the
fair value of the assets less estimated costs to sell.
F-6
LMR LAND COMPANY, LTD.
(A Limited Partnership)
Notes to Financial Statements
(1) Summary of Significant Accounting Policies(continued)
(d) Land and Improvements Held For Investment(continued)
Impairment is recognized through the establishment of an
allowance for impairment with a corresponding charge to
operations. Losses upon the sale of the assets are charged to
the allowance. Based upon management's analysis of discounted
future net cash flows, the Partnership's land and improvements
held for investment are not impaired. Accordingly, land and
improvements held for investment is recorded at cost with no
allowance for impairment necessary.
(1) Summary of Significant Accounting Policies (continued)
(e) Partnership Allocations
Net profits, losses and distributions of cash flow of the
Partnership are allocated to the partners in accordance with
the Partnership agreement as follows:
Net profits are allocated first to any partner with a negative
balance in their capital account, determined at the end of the
taxable year as if the Partnership had distributed cash flow,
in proportion to the negative capital balance account of all
partners until no partner's capital account is negative. Net
profit allocations are then made to the limited partners up to
the difference between their capital account balances and the
sum of their adjusted capital contributions (capital balance,
net of cumulative cash distributions in excess of preferred
returns - 12% annual cumulative return on capital
contributed)and unpaid preferred returns. Any remaining net
profits are allocated to the limited partners until the
taxable year in which cumulative distributions to the limited
partners equal their adjusted capital contribution plus an
unpaid preferred return. Net profits are then allocated to
the general partner until the ratio of the general partner's
capital account balance to the capital account balances, in
excess of adjusted capital contributions and unpaid preferred
return, of all limited partners is 27.5% to 72.5%.
Thereafter, profits are generally allocated 27.5% to the
general partner and 72.5% to the limited partners. Net losses
are allocated to the partners in proportion to their positive
capital accounts.
Partnership distributions are allocated to the limited
partners in an amount equal to their preferred return (12%
annual cumulative return on capital contributed) to the extent
unpaid to date. Any remaining distributions are allocated 99%
to the limited partners and 1% to the general partner until
the limited partners have received an amount equal to their
adjusted capital contributions, and thereafter, 72.5% to the
limited partners and 27.5% to the general partner. Cumulative
unpaid preferred returns are $5,178,852 at December 31, 1999.
F-7
LMR LAND COMPANY, LTD.
(A Limited Partnership)
Notes to Financial Statements
(1) Summary of Significant Accounting Policies(continued)
(f) Income Taxes
No provision has been made in the financial statements for
Federal and state income taxes, since such taxes are the
responsibilities of the partners.
Annually, the partners receive, from the Partnership, IRS Form
K-1's which provide them with their share of taxable income
(or losses), deductions and other tax information. The only
difference between the tax basis and reported amounts of the
Partnership's assets and liabilities relates to the valuation
of land and improvements held for investment.
(g) Income Recognition
Income from sales of land held for investment is
generally recorded on the accrual basis when the buyer's
financial commitment is sufficient to provide economic
substance to the transaction, and when other criteria of
SFAS No. 66 "Accounting for Sales of Real Estate" are
satisfied. For sales of real estate where both cost
recovery is reasonably certain and the collectibility of
the contract price is reasonably assured, but the
transaction does not meet the remaining requirements to
be recorded on the accrual basis, profit is deferred and
recognized under the installment method, which recognizes
profit as collections of principal are received. If
developments subsequent to the adoption of the
installment method occur which cause the transaction to
meet the requirements of the full accrual method, the
remaining deferred profit is recognized at that time.
Any losses on sales of real estate are recognized at the
time of the sale.
(h) Comprehensive Income
Comprehensive income is defined as the change in equity of a
business enterprise, during a period, associated with
transactions and other events and circumstances from non-owner
sources. It includes all changes in equity during a period
except those resulting from investments by owners and
distributions to owners. During the years 1999, 1998, and
1997, the Partnership had no components of other comprehensive
income. Accordingly, comprehensive income for each of the
periods was the same as net income (loss).
F-8
LMR LAND COMPANY, LTD.
(A Limited Partnership)
Notes to Financial Statements
(2) Land and Improvements Held for Investment
The components of land and improvements held for investment at
December 31, 1999 and 1998 are as follows:
1999 1998
Land $ 2,567,088 2,722,669
Land Improvements -0- 41,370
__________ _________
$ 2,567,088 2,764,039
Aggregate cost for Federal income tax purposes for the land
held for investment was $2,544,108 and $2,741,400 at December
31, 1999 and 1998, respectively.
(3) Related Party Transactions
The general partner and its affiliates have been actively
involved in managing the Partnership. Affiliates of the
General Partner receive fees as consideration for performing
certain services. Expenses incurred for these services during
the years ended December 31, 1999, 1998, and 1997 are as
follows:
1999 1998 1997
Accounting Fees 3,100 3,459 3,327
Engineering fees - - 2,100
Program Management fees 14,000 14,000 14,000
Included in accounts payable and accrued expense at December
31, 1999 and 1998 is $10,499 to an affiliate for commissions
on the sale of property. The amounts due to affiliates are
noninterest-bearing.
(4) Distributions
The partnership had no distributions for the year ended
December 31, 1999. The Partnership made distributions to
limited partners of $1,462,500 and $225,000 ($195 and $30 per
unit),respectively, for the years ended December 31, 1998 and
1997.
F-9
Independent Auditors' Report
The Partners
LMR Land Company, Ltd.:
Under date of January 21, 2000, we reported on the balance sheets
of LMR Land Company, Ltd. as of December 31, 1999 and 1998, and the
related statements of operations, partners' equity, and cash flows
for each of the years in the three-year period ended December 31,
1999. These financial statements and our report thereon are
included elsewhere herein. In connection with our audits of the
aforementioned financial statements, we have also audited the
related financial statement Schedule III, Real Estate and
Accumulated Depreciation. This financial statement schedule is the
responsibility of the Partnership's management. Our responsibility
is to express an opinion on this financial statement schedule based
on our audit.
In our opinion, such financial statement schedule, when considered
in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information set
forth therein.
KPMG LLP
Nashville, Tennessee
January 21, 2000
S-1
<PAGE>
<TABLE> LMR LAND COMPANY, LTD.
(A Limited Partnership)
Schedule III
Real Estate and Accumulated Depreciation
<CAPTION>
December 31, 1999
Initial Cost to Cost capitalized Gross amount at
Partnership subsequent which carried
to acquisition at close of period
Description Buildings Carrying Land Buildings Total Accumu-
Encum- and improve- Improve- costs and improve- lated Date of
brances Land ments ments ments preciation Construction
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
114 acres of undeveloped
land in Macon,
Georgia $ - 2,567,088 - - - 2,567,088 - 2,567,088 N/A None
acquired in
portions between
1987 and 1993.*
*Assets scheduled above represents land and non-depreciable land improvements, therefore accumulated depreciation and
depreciable lives are non applicable.
</TABLE>
S-2
LMR LAND COMPANY, LTD.
(A Limited Partnership)
Schedule III
Real Estate and Accumulated Depreciation
1999 1998 1997
(1) Balance at beginning
of Period $2,764,039 3,963,911 3,875,411
Additions during period:
Improvements - 180,592 -
Purchase of Land - - 88,500
Deductions during period:
Cost of real estate
sold 196,951 1,380,464 -
Return of Escrow Deposits - - -
Balance at close of period $ 2,567,088 2,764,039 3,963,911
(2) Aggregate cost for Federal
income tax purposes $ 2,544,108 2,741,400 3,943,661
See accompanying independent auditors' report.
S-3
Exhibits filed pursuant to Item 14(a) (3):
LMR LAND COMPANY, LTD.
(A Tennessee Limited Partnership)
Exhibit Index
Exhibit
3 Amended and Restated Certificate and Agreement of Limited
Partnership, incorporated by reference to Exhibit A to
the Prospectus of registrant dated April 1, 1987 filed
pursuant to Rule 424(b) of the Securities and Exchange
Commission.
22 Subsidiaries-Registrant has no subsidiaries.
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000809938
<NAME> LMR LAND COMPANY, LTD.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 310,703
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 2,567,088
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,892,355
<CURRENT-LIABILITIES> 17,665
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2,874,592
<TOTAL-LIABILITY-AND-EQUITY> 2,892,355
<SALES> 370,000
<TOTAL-REVENUES> 129,551
<CGS> 196,951
<TOTAL-COSTS> 241,351
<OTHER-EXPENSES> 129,320
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,017
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,017
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,017
<EPS-BASIC> 0.27
<EPS-DILUTED> 0.27
</TABLE>
