-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jk79DYoOTWYg4T/2J125PaEZITuFoLsAiSo7KKlK/uacGboV4sozyhiMBAH+eIeH lZDNI8h0vrK0YtDysKNKVQ== 0000918695-96-000008.txt : 19960401 0000918695-96-000008.hdr.sgml : 19960401 ACCESSION NUMBER: 0000918695-96-000008 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960329 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LMR LAND CO LTD /TN/ CENTRAL INDEX KEY: 0000809938 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 621299384 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 000-16727 FILM NUMBER: 96540915 BUSINESS ADDRESS: STREET 1: 4400 HARDING RD STREET 2: STE 500 CITY: NASHVILLE STATE: TN ZIP: 37205 BUSINESS PHONE: 6152921040 MAIL ADDRESS: STREET 1: 4400 HARDING RD STREET 2: STE 500 CITY: NASHVILL STATE: TN ZIP: 37205 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHEAST LAND FUND 1987 L P DATE OF NAME CHANGE: 19870316 10-K405 1 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, 1995 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 sales price of the Units of Limited Partnership Interest to non-affiliates was $7,500,000 as of February 29, 1996. 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; Macon, Georgia; and Roanoke, Virginia (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, 1995, the Registrant is holding for investment approximately 50 acres of land in Lebanon, Tennessee (the "Lebanon Property") and 114 acres of land in Macon, Georgia (the "Macon Property"). Lebanon The Lebanon Property consists of a 48 acre tract of land zoned for medium density residential and professional offices. The property is served by all public utilities. This type of zoning permits a wide variety of uses. The Lebanon Property is included in the Castle Heights Development and is contiguous to Property owned by an affiliate sharing a related General Partner. In 1994, the City of Lebanon agreed to extend a road through the Registrant's property. The road is expected to be complete by mid-year 1996. The Lebanon Property continues to have minimal competition in the city. There has been some residential development on the outer edges of the city, but there is no other mixed-use development in the city. The affiliated Partnership contiguous to the Lebanon Property owns building and the land immediately around the buildings and therefore does not compete with the Registrant for undeveloped land sales. Macon The Macon property consists of 114 acres at December 31, 1995. 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 accepted a contract from a developer for all of the Macon property. The Registrant has received $100,000 in earnest money deposits as of December 31, 1995. The contract, for $50,000 an acre, is due to expire in March 1996 and the developer has asked for another extension. This contract is subject to contingencies. There can be no assurances that the contingencies will be met and the sale will close. The Registrant has no employees. Program 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, 1995, Registrant owned approximately 162 acres of undeveloped land. 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 29, 1996 there were 614 holders of record of the 7,500 Units of Limited Partnership Interests. There were no cash distributions to the Limited Partners during 1995. 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, 1995 1994 1993 1992 1991 Total Income $57,641 $76,055 $46,443 $269,614 $209,493 Net Earnings(Loss) (47,591) (32,783) (90,024) 128,165 67,286 Net Earnings(Loss) (6.35) (4.37) (12.00) 17.09 8.97 per unit Total Assets 4,499,958 4,501,627 4,504,976 5,445,499 6,533,028 Cash Distributions - - 120 160 30 per unit Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations 1995 Sales There were no sales during 1995. In May 1995, the Registrant received a $30,722 refund of excess construction escrow funds related to the 1993 sale of the Roanoke property. The deposit was recorded as miscellaneous income. The Registrant accepted a contract for the entire Macon property in 1994 and continues to work with the developer on this contract. As of December 31, 1995, the Registrant had received a total of $100,000 in non- refundable earnest money for the Macon contract. There are several contingencies for this sales to close. There can be no assurance that the contingencies will be met and the sale will close. A contract for 14 acres of the Lebanon Property expired due to development plans not receiving required city government approval. 1994 Sales During 1994, the Registrant sold approximately one acre of the Lebanon property for gross proceeds of $45,714. These proceeds were reserved to meet operating costs. The Registrant also received $18,000 in additional sale proceeds from the Kroger sale in 1993. This late receipt was the remaining balance in a construction escrow set up at the date of sale in 1993. 1995 Versus 1994 There have been no significant changes in the Registrant's operations. The increase in interest income is due to higher cash balances. 1994 Versus 1993 The change in sales is due to the difference in number of acres sold in 1994 and 1993. One acre was sold in 1994 for gross proceeds of $63,714 as compared to 22 acres in 1993 for gross proceeds of $1,515,372. The decline in property maintenance costs is due to the lack of development on the Lebanon Property and the minimal sales activity during the year. Property tax expense is lower due to a reduction in Lebanon taxes. Financial Condition Development During 1994, the City of Lebanon agreed to extend a road through the Registrant's Property. Although the city has agreed to fund the construction, the Registrant was asked to fund a $20,000 bond securing the contractor. The General Partner expects the return of these bond proceeds upon completion of the work. As of December 31, 1995, work had begun on this road and it is expected to be finished mid-year 1996. Liquidity & Capital Resources As of December 31, 1995 the Registrant had a cash balance of $484,893. This level is expected to be sufficient to cover operating expenses for 1996. The receivable from an affiliated party totalling $40,628 at December 31, 1995 consists of shared development expenses incurred on the Lebanon property. The Registrant collected $1,848 of the receivable in 1995. The Registrant will collect this receivable in partial payments as the affiliate sells land. In March 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 121 Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed of (Statement 121). It requires that long-lived assets that are to be disposed of be reported at the lower of carrying amount or fair value less costs to sell. If quoted prices are not available, the estimated fair value is determined using the best information available. After implementation, any material impairments must be recorded to reflect an excess of the carrying amount over the estimated fair value. Statement 121 is applicable for fiscal years beginning after December 15, 1995, and it will be implemented by the Registrant effective January 1, 1996. Implementation of Statement 121 is not expected to have a material impact on the financial statements of the Registrant. Item 8. Financial Statements and Supplementary Data The Financial Statements required by Item 8 are filed at the end of this Report. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures 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 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 and qualified. All officers 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 65, 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 43, 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. Michael A. Hartley Michael A. Hartley, age 36, 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 1995, Registrant was not required to and did not pay remuneration to any executives, partners of the 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 February 29, 1996, 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, 1995, 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 to Financial Statements in Item 8. The Registrant has incurred costs on behalf of an affiliated partnership. The costs represent development work done on the Lebanon Property and the adjacent land owned by Castle Heights, Ltd, an affiliate. The costs are reflected in the Financial Statements of the Registrant as Accounts Receivable from Affiliate. See Item 8-Financial Statements and Notes thereto for more information. PART IV 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 on Schedule S-1 Schedule XI- 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 1995. 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, thereunto duly authorized. LMR LAND COMPANY, LTD. By: 222 LMR, Ltd. General Partner By: 222 Partners, Inc. General Partner DATE: March 30, 1996 By: /s/ Steven D. Ezell President and Director DATE: March 30, 1996 By: /s/ Michael A. Hartley Secretary/Treasurer SIGNATURES (Cont'd.) 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: March 30, 1996 By: /s/ Steven D. Ezell President and Director DATE: March 30, 1996 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, 1995 and 1994, and the related statements of operations, partners' equity, and cash flows for each of the years in the three-year period ended December 31, 1995. 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, 1995 and 1994, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 1995, in conformity with generally accepted accounting principles. As discussed in Note 6, the Partnership adopted in 1995 the provisions of Statement of Financial Accounting Standards No. 107, Disclosures about Fair Value of Financial Instruments. KPMG Peat Marwick LLP Nashville, Tennessee January 19, 1996 F-1 LMR LAND COMPANY, LTD. (A Limited Partnership) Balance Sheets December 31, 1995 and 1994 Assets 1995 1994 ______ _____ ______ Cash and cash equivalents $ 484,893 484,714 Receivable from affiliate 40,628 42,476 (note 3) Land held for investment 3,974,437 3,974,437 (note 2) ________ ________ Total assets $4,499,958 4,501,627 ======== ======== Liabilities and Partners' Equity Liabilities: Accounts payable (note 3) 15,078 13,949 Accrued property taxes 20,278 52,985 Deposits on land sale contracts (note 2) 100,000 22,500 ________ ________ Total liabilities 135,356 89,434 Partners' equity 4,364,602 4,412,193 ________ ________ Commitments and contingencies (notes 2 and 3) Total liabilities and partners' equity $4,499,958 4,501,627 ========= ======== See accompanying notes to financial statements. F-2 LMR LAND COMPANY, LTD. (A Limited Partnership) Statements of Operations Years ended December 31, 1995, 1994 and 1993 1995 1994 1993 Income: Sales proceeds $ - 63,714 1,515,372 Cost of land sold - (12,785) (1,377,154) Selling expenses - (2,611) (98,753) ________ ________ _______ Gain on sale of land - 48,318 39,465 Interest 26,669 17,737 6,728 Return of escrow funds 30,722 - - Miscellaneous income 250 - 250 Expired land purchase - 10,000 - option ________ ________ _______ Total income 57,641 76,055 46,443 Expenses: Program management fees and property maintenance costs (note 3) 33,453 36,992 57,333 Property tax expense 51,899 53,459 63,353 Legal and accounting fees (note 3) 16,756 15,467 11,130 Other operating expenses 3,124 2,920 4,651 ________ ________ _______ Total expenses 105,232 108,838 136,467 ________ ________ _______ Net loss $(47,591) (32,783) (90,024) ======== ======== ======= Net loss per unit $ (6.35) (4.37) (12.00) ======== ======== ======= See accompanying notes to financial statements. F-3 LMR LAND COMPANY, LTD. (A Limited Partnership) Statements of Partners' Equity Years ended December 31, 1995, 1994 and 1993 Limited General partners partner Total ________ ________ _____ Partners' equity, December 31, 1992 $5,434,517 483 5,435,000 Distribution (900,000) - (900,000) (note 5) Net loss (90,024) - (90,024) ________ ____ ________ Partners' equity, December 31, 1993 4,444,493 483 4,444,976 Net loss (32,783) - (32,783) ________ ____ ________ Partners' equity, December 31, 1994 4,411,710 483 4,412,193 Net loss (47,591) - (47,591) ________ ____ ________ Partners' equity, December 31, 1995 $4,364,119 483 4,364,602 ======== ==== ======== See accompanying notes to financial statements. F-4 LMR LAND COMPANY, LTD. (A Limited Partnership) Statements of Cash Flows Years ended December 31, 1995, 1994 and 1993 1995 1994 1993 Cash flows from operating activities: Net loss $(47,591) (32,783) (90,024) Adjustments to reconcile net (loss) earnings to net cash provided by operating activities: Decrease in receivable from affiliate 1,848 13,861 1,674 Cost of land improvements - (19,999) (138,000) Cost of land sold - 12,785 1,377,154 Increase in accounts payable 1,129 2,371 1,079 (Decrease) increase in accrued property taxes (32,707) 4,563 48,422 Increase in deposits on land sale contracts 77,500 22,500 - ________ ________ ________ Total adjustments 47,770 36,081 1,290,329 ________ ________ ________ Net cash provided by operating activities 179 3,298 1,200,305 ________ ________ ________ Cash flows from financing activities - cash distributions to limited partners - - (900,000) ________ ________ ________ Net increase in cash and cash equivalents 179 3,298 300,305 Cash and cash equivalents at beginning of year 484,714 481,416 181,111 ________ ________ ________ Cash and cash equivalents at end of year $ 484,893 484,714 481,416 ======== ======== ======== See accompanying notes to financial statements. F-5 LMR LAND COMPANY, LTD. (A Limited Partnership) Notes to Financial Statements December 31, 1995 and 1994 (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 undeveloped land located in Roanoke, Virginia; Lebanon, Tennessee; and Macon, Georgia. The General Partner is 222 LMR, Ltd. The general partner of the General Partner is 222 Partners, Inc. (see note 4). (b) Income Taxes ____________ 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. No provision has been or will be made in the financial statements for Federal and state income taxes, since such taxes are the personal responsibility of the partners. (c) Land Held For Investment _______________________ At various dates between April 27, 1987 and May 22, 1987, the Partnership acquired three tracts of undeveloped land representing approximately 210 acres. During 1989, the Partnership acquired additional tracts adjacent to the Macon, Georgia, property. During 1993, approximately 5 acres were received as partial consideration for the sale of property. Land held for investment is recorded at acquisition cost plus carrying 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 164 acres at December 31, 1995 and 1994, which includes approximately 10 acres which are unsaleable attributable to roads, right of ways, and landscaping. (d) Partnership Allocations _____________________ Net earnings, losses, and cash flows of the Partnership are allocated among the limited partners and general partners, in accordance with the agreement of the limited partnership. (Continued) F-6 LMR LAND COMPANY, LTD. (A Limited Partnership) Notes to Financial Statements (e) Cash and Cash Equivalents ________________________ The Partnership considers all short- term investments with original maturities of three months or less to be cash equivalents. Cash belonging to the Partnership is combined in an account with funds from other partnerships related to the general partner. (f) Estimates ________ Management of the Partnership has made estimates and assumptions to prepare these financial statements. Actual results could differ from those estimates. (2) Land Held for Investment _______________________ The components of land held for investment at December 31, 1995 and 1994 are as follows: 1995 1994 Land $ 3,641,360 3,641,360 Land improvements 333,077 333,077 ________ ________ 3,974,437 3,974,437 ======== ======== Aggregate cost for federal income tax purposes for the land held for investment was $3,974,437 and $3,954,370 at December 31, 1995 and 1994, respectively. During 1994, the Partnership entered into a purchase and sale agreement for the sale of approximately 114 acres of the land in Macon, Georgia held for investment. The proposed sales price is $50,000 per acre or $5,700,000 in total. The closing of this transaction is subject to various terms and conditions. (3) Related Party Transactions ________________________ The General Partner and its affiliates have been actively involved in managing the property. Affiliates of the General Partner receive fees as consideration for performing certain services. Expenses incurred for these services during the years ended December 31, 1995, 1994 and 1993 are as follows: 1995 1994 1993 Program management $14,000 14,000 14,000 fees Accounting fees 2,000 2,000 2,250 ===== ===== ===== (Continued) LMR LAND COMPANY, LTD. (A Limited Partnership) Notes to Financial Statements The receivable from affiliate totaling $40,628 at December 31, 1995 and $42,476 at December 31, 1994, consists of property development costs incurred at the Lebanon property that will be reimbursed as sales by the affiliate occur. Accounts payable totaling $10,499 at December 31, 1995 and 1994 was payable to an affiliate for commissions on the sale of property. (4) General Partner Bankruptcy ________________________ On February 25, 1991, W. Gerald Ezell, a former general partner of 222 LMR, Ltd., elected to file for reorganization under Chapter 11 of the United States Bankruptcy Code. This election is designed to allow Mr. Ezell to satisfy his personal creditors in an orderly manner. The filing has no impact on the legal standing of the Partnership. On April 6, 1994, Mr. Ezell sold his general partnership interest in 222 LMR, Ltd. in accordance with bankruptcy court approved plan to liquidate his assets and satisfy his creditors. In accordance with the partnership agreement, Mr. Ezell's interest in 222 LMR, Ltd. was converted into a special limited partnership interest and his general partner responsibilities were transferred to 222 Partners, Inc., the remaining general partner. W. Gerald Ezell remains on the Board of 222 Partners, Inc. (5) Distributions ____________ For the year ended December 31, 1993, the Partnership made a distribution to its limited partners in the amount of $900,000 or $120 per unit. There were no distributions in 1995 or 1994. (6) Fair Value of Financial Statements ______________________________ At December 31, 1995, the Partnership had financial instruments including cash and cash equivalents of $484,893, receivable from affiliate of $40,628, and accrued liabilities of $135,356. The carrying amounts of these financial instruments approximate fair value because of the short maturity of such instruments. Independent Auditors' Report ______________________________ The Partners LMR Land Company, Ltd.: Under date of January 19, 1996, we reported on the balance sheets of LMR Land Company, Ltd. as of December 31, 1995 and 1994, and the related statements of operations, partners' equity, and cash flows for each of the years in the three-year period ended December 31, 1995. 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 as listed in the accompanying index. 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 Peat Marwick LLP Nashville, Tennessee January 19, 1996 S-1 Schedule XI LMR LAND COMPANY, LTD. (A Limited Partnership) Real Estate and Accumulated Depreciation December 31, 1995 Initial cost to Partnership Building and Description Encumbrances Land improvements 164 acres of undeveloped land in Lebanon, Tennessee and $ - 6,201,635 - Macon, Georgia 1995 1994 1993 (1) Balance at beginning $3,974,437 3,967,223 5,206,377 of Period Additions during period: Other acquisitions 70,000 Improvements - 19,999 68,000 -------- -------- -------- - 19,999 138,000 -------- -------- -------- Deductions during period: Cost of real estate sold - 12,785 1,377,154 -------- -------- -------- - 12,785 1,377,154 -------- -------- -------- Balance at end of period $3,974,437 3,974,437 3,967,233 ======== ======== ======== (2) Aggregate cost for Federal income tax purposes $3,974,437 3,954,370 3,947,015 ======== ======== ======== See accompanying independent auditors' report. S-2 Schedule XI LMR LAND COMPANY, LTD. (A Limited Partnership) Real Estate and Accumulated Depreciation December 31, 1995 Cost Gross capitalized subsequent amount at which carried to acquisition at close of period Building & Improve- Carrying improve- Description ments costs Land ments Total 164 acres of undeveloped land in Lebanon, Tennessee 614,092 357,985 3,641,360 333,077 3,974,437 and Macon, Georgia Schedule XI LMR LAND COMPANY, LTD. (A Limited Partnership) Real Estate and Accumulated Depreciation December 31, 1995 Accumulated Date of Date Description depreciation* construction acquired 164 acres of undeveloped land in - - 4/27/87 Lebanon, Tennessee and Macon, Georgia 9/8/93 *Life on which depreciation in latest income statement is computed is not applicable.(A Limited Partnership) 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 EX-27 2
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMAITON EXTRACTED FROM THE CONCOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED dECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 12-MOS DEC-31-1995 DEC-31-1995 484,893 0 40,628 0 0 0 3,974,437 0 4,499,958 35,356 0 0 0 0 4,364,602 4,499,958 0 57,641 0 0 105,232 0 0 (47,591) 0 (47,591) 0 0 0 (47,591) (6.35) (6.35)
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