<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) ofthe 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
33-3955-A
MOORE'S LANE PROPERTIES, LTD.
(Exact name of Registrant as specified in its charter)
Tennessee 62-1271931
(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:
None
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 22, 1986, as filed pursuant to Rule
424(b) of the Securities and Exchange Commission.
<PAGE>
PART I
Item 1. Business
General Development of Business
Moore's Lane Properties, Ltd. ("Registrant"), is
a Tennessee limited partnership organized in December
1985, pursuant to the provisions of the Tennessee
Uniform Limited Partnership Act, Chapter 2, Title 61,
Tennessee Code Annotated, as amended. The General
Partners of Registrant are W. Gerald Ezell and 222
Partners, Inc. The Partnership is a venturer in
Moore's Lane Venture Associates (the "Joint Venture")
and has controlling interest in this Joint Venture.
Registrant's primary business, as a consolidated
entity with the Joint Venture, is to hold for
investment certain undeveloped real property located in
Franklin, Williamson County, Tennessee (the
"Property"). Registrant's investment objectives are
preservation of investment capital and appreciation of
the value of the Property due to development of the
immediately surrounding areas and the growth of the
community generally.
Financial Information About Industry Segments
The Registrant's activity, investment in land, is
within one industry segment and geographical area.
Therefore, financial data relating to the industry
segment and geographical area is included in Item 6 -
Selected Financial Data.
Narrative Description of Business
As of December 31, 1995, the Joint Venture owned
approximately 61 saleable acres of partially developed
land in Franklin, Tennessee. The Property is held for
resale. The Property is included in the 1,150 acre
Cool Springs Corporate and Retail Center.
The majority of the Property development work was
completed in 1991. This work included construction of
the Cool Springs Interchange and Mallory Lane north of
Cool Springs Boulevard. Mallory Lane North was
relocated and improved from a two lane to a four-lane
boulevard. South Springs Drive, which runs through the
property, was constructed as a four-lane boulevard.
During 1995, the General Partner began a new phase of
development on the Property. This development, which
was initiated by a sale in December 1995, includes (i)
finishing Mallory Station Road through the Property
with utilities and (ii) constructing two detention
ponds. This development is expected to cost
approximately $700,000, of which $358,000 was retained
from the December sale.
<PAGE>
Competition:
The Cool Springs Corporate and Retail Center is in
various stages of development and is being developed
for retail, office and mixed commercial uses similar to
those considered suitable for the Property. Cool
Springs Real Estate Associates, L.P. ("CSREA") owns
much of the undeveloped land in the immediate vicinity
of the Property. CSREA is an institutional real estate
investor. Their asking prices are currently comparable
to the Registrant's. There are several other
competitive retail sites at the I-65 and Moore's Lane
intersection, one mile north of the Cool Springs
Boulevard intersection. However, the General Partner
feels that the market can ultimately absorb all these
sites and that the Registrant's low cost in its land
will allow it to compete effectively.
An affiliate of the General Partner owns 65 acres
in the immediate vicinity of the Property and therefore
may have objectives similar to those of the Registrant.
As a result, the Registrant is likely to be in
competition for potential buyers of the Property with
this affiliate. The General Partner believes that
potential purchasers will survey all available property
in making their decision, and their choice of location
is generally made without regard to the ownership of
the land.
The Registrant has no employees. Partnership
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, the Joint Venture of
which the Registrant has a controlling interest owned
61 acres of land in Franklin, Williamson County,
Tennessee. The Property is included in the Cool
Springs Retail and Corporate Center. The Property is
located along Mallory Lane, west and south of the Cool
Springs Galleria mall.
<PAGE>
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 matters 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 22, 1986 of 7,500 Units of limited
partnership interests. The offering of $7,500,000 was
fully subscribed and closed on May 30, 1986. As of
February 29, 1996, there were 565 holders of record of
the 7,500 Units of limited partnership interests.
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.
<PAGE>
Item 6. Selected Financial Data
For the Year Ending
December 31,
1995 1994 1993 1992 1991
Total Income $1,437,479 $ 258,112 $ 902,322 $ 664,567 $ 560,651
Net Income 1,364,037 131,947 786,068 126,319 608,072
Net Income Per Unit 181.87 17.59 104.81 16.84 81.08
Total Assets 2,964,702 3,469,752 3,593,804 4,255,290 4,415,067
Notes Payable - 0 - 175,000 500,251 982,125 1,200,000
Cash Distributions 220 - 0 - -0- -0- -0-
per unit
<PAGE>
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations
1995 Sales
In February, the Registrant sold approximately 2.2
acres for approximately $682,000 in gross proceeds to
a medical office user. In March, 3.3 acres were sold
to a hotel developer for approximately $1,071,000. In
November, 2.2 acres were sold to another hotel
developer for approximately $583,000. In December, 6.8
acres were sold to a manufacturer for $445,000. From
these sale proceeds, $1,650,000 was distributed to the
partners, the $175,000 Note payable - private was
retired and the remaining proceeds were retained for
development and operating expenses.
1994 Sales
The Registrant sold approximately two acres for
$428,000 to Saturn Corporation, who was expanding their
original site purchased from the Registrant in 1992.
Proceeds were used to reduce the Note Payable-Private.
1993 Sales
The Registrant sold 7.72 acres for $1,200,000 and
reduced a $722,591 development obligation to a
purchaser by transferring title to 1.7 acres. Sale
proceeds were used to retire the Note payable to bank,
to pay property taxes, and to fund certain site
improvement on the sale site. The remaining proceeds
were reserved to meet future operational needs.
Operations
Although there has been some variance between
accounts, overall operations of the Registrant have not
fluctuated significantly, except for the change in
sales explained by the number of acres sold (14.5, 2
and 9.42 in 1995, 1994 and 1993, respectively).
Interest expense has declined through the years due to
lower principal balances. Property tax payments have
declined through the years due to reductions in land.
The 1994 property tax expense included a $6,000 credit
received from a 1993 sale. The increase in 1994
architect and engineering fees is due to the fees
incurred in preparation for the car dealership sale in
1994 and the two 1995 sales.
<PAGE>
Financial Condition
Development
During 1995, the General Partner began a new phase of
development on the Property. This development was
initiated by the sale to the manufacturer in 1995 but
also benefits the surrounding area. This development
includes finishing Mallory Station Road through the
Property with utilities and constructing two detention
ponds. This development is expected to costs
approximately $700,000, of which $358,000 was retained
from the sale in December 1995. The General Partner
expects to fund the remaining development costs with
proceeds from future sales.
Liquidity & Capital Resources
As of February 29, 1996, the Registrant has cash of
approximately $60,000, which the General Partner
believes is sufficient to meet operating needs for 1996.
Throughout 1995, W. Gerald Ezell, the Registrant's
general partner, continued to operate under Chapter 11
of the United States Bankruptcy Code. The Bankruptcy
court has approved Mr. Ezell's plan to liquidate his
assets and satisfy his creditors. The plan includes
the sale of Mr. Ezell's partnership interests,
including his general partnership interest in the
Registrant. In accordance with the partnership
agreement, Mr. Ezell can sell his interest in profits,
losses and distributions, but the purchaser does not
assume his responsibilities as Managing General
Partner. Therefore, upon the sale of Mr. Ezell's
partnership interest, the general partner's interest
will be converted into a special limited partner
interest and his general partner responsibilities will
be transferred to the remaining general partner.
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.
<PAGE>
Item 8. Financial Statement 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.
W. Gerald Ezell and 222 Partners, Inc. are the General
Partners of the Registrant and as such have general
responsibility and ultimate authority in matters
affecting Registrant's business.
The general partners are as follows:
W. Gerald Ezell
W. Gerald Ezell, age 65, is the Managing General
Partner of the Partnership. Mr. Ezell is also a
general partner of affiliated limited partnerships
which own various real estate properties. Until
November 15, 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.
Throughout 1995, W. Gerald Ezell continued to operate
under Chapter 11 of the United States Bankruptcy Code.
The Bankruptcy court has approved Mr. Ezell's plan to
liquidate his assets and satisfy his creditors. The
plan includes the sale of Mr. Ezell's partnership
interests, including his general partnership interest
in the Registrant. In accordance with the partnership
agreement, Mr. Ezell can sell his interest in profits,
losses and distributions but the purchaser does not
assume his responsibilities as Managing General
Partner. Upon sale of Mr. Ezell's partnership
interest, the general partner's interest will be
converted into a special limited partner interest and
his general partner responsibilities will be
transferred to the remaining general partner.
222 Partners Inc.
222 Partners, Inc. was formed in September, 1986 and
serves as general partner for several other real estate
investment limited partnerships.
The executive officers and directors of 222 Partners,
Inc. are as follows:
Steven D. Ezell, age 43, serves as a director,
president and sole shareholder of the corporate general
partner. 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
Service Corporation. He was active for the four years
prior to joining Landmark in property acquisitions for
Dean Witter Realty Inc. in New York City, most recently
as Senior Vice President. He is the son of W. Gerald
Ezell.
<PAGE>
Michael A. Hartley, age 36, is Secretary/Treasurer and
Vice President of the corporate general partner. He
has been an officer of 222 Partners, Inc. from
September 17, 1986 through the current period. He also
serves as Vice President and 50% owner of Landmark
Realty Services Corporation. For the three years prior
to joining Landmark, Mr. Hartley was a Vice President
of Dean Witter Realty Inc., a New York-based real
estate investment company.
Item 11. Executive Compensation
During 1995, the Registrant was not required to and
did not pay remuneration to any 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
Partnership 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 3 (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. Also as of the above date, no director of
222 Partners, Inc. was known by the Registrant to
beneficially own 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 refer to Note 4 of the notes to
consolidated Financial Statements herein.
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K
(a) (1) Financial Statements
The following Consolidated Financial Statements are
included herein:
Independent Auditors' Report F-1
Financial Statements
Consolidated Balance Sheets F-2
Consolidated Statements of Earnings F-3
Consolidated Statements of Changes
in Partners' Equity F-4
Consolidated Statements of Cash Flows F-5
Notes to Consolidated Financial Statements F-7
(2) Financial Statement Schedule
Independent Auditors's Report on Schedule S-1
Schedule XI - Real Estate and Accumulated
Depreciation S-2
All other Schedules have been omitted because
they are inapplicable, not required or the
information is included in the Consolidated
Financial Statements or notes thereto.
(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 22, 1986 filed pursuant to
Rule 424(b) of the Securities and
Exchange Commission.
22 Subsidiaries
27 Financial Data Schedule
<PAGE>
(b) No reports on Form 8-K have been filed during
the last quarter of 1995.
<PAGE>
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.
MOORE'S LANE PROPERTIES,LTD.
DATE: March 29, 1996 By: /s/W.Gerald Ezell
W. Gerald Ezell
General Partner
By: 222 Partners, Inc.
General Partner
DATE: March 29, 1996 By:/s/ Steven D. Ezell
Steven D. Ezell
President and Director
DATE: March 29, 1996 By:/s/ Michael A. Hartley
Michael A. Hartley
Vice President
and Director
<PAGE> 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.
MOORE'S LANE PROPERTIES, LTD.
DATE: March 29, 1996 By:/s/W. Gerald Ezell
W. Gerald Ezell
General Partner
By:222 Partners, Inc.
General Partner
DATE: March 29, 1996 By:/s/ Steven D. Ezell
Steven D. Ezell
President and Director
DATE: March 29, 1996 By:/s/ Michael A. Hartley
Michael A. Hartley
Vice President and
Director
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.
<PAGE>
Independent Auditors' Report
The Partners
Moore's Lane Properties, Ltd.:
We have audited the accompanying consolidated balance
sheets of Moore's Lane Properties, Ltd. (a limited
partnership) and subsidiary as of December 31, 1995 and
1994, and the related consolidated statements of
earnings, partners' equity, and cash flows for each of
the years in the three-year period ended December 31,
1995. These consolidated financial statements are the
responsibility of the Partnership's management. Our
responsibility is to express an opinion on these
consolidated 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 consolidated 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 consolidated financial statements
referred to above present fairly, in all material
respects, the financial position of Moore's Lane
Properties, Ltd. and subsidiary at December 31, 1995
and 1994, and the results of their operations and their
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 9, 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
<PAGE>
MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
Consolidated Balance Sheets
December 31, 1995 and 1994
<TABLE>
<CAPTION>
Assets 1995 1994
______ ____ ____
<S> <C> <C>
Cash and cash equivalents $ 156,971 72,022
Restricted cash (note 2) 358,320 -
Land held for investment
(notes 5 and 6) 2,448,411 3,384,976
Other assets 1,000 12,754
________ ________
Total assets $ 2,964,702 3,469,752
========= =========
Liabilities and Partners' Equity
___________________________
Note payable (note 6) - 175,000
Accounts payable and accrued expenses 55,767 84,796
Accrued interest payable - 8,723
Minority interest in joint
venture (note 3) 100 100
________ ________
Total liabilities 55,867 268,619
Partners' equity 2,908,835 3,201,133
________ ________
Commitments and contingencies
(notes 4, 6, and 7)
Total liabilities and
partners' equity $ 2,964,702 3,469,752
======== ========
</TABLE>
[FN]
See accompanying notes to financial statements.
F-2
<PAGE>
<TABLE>
MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
Consolidated Statements of Earnings
Years ended December 31, 1995, 1994 and 1993
<CAPTION>
1995 1994 1993
____ ____ ____
<S> <C> <C> <C>
Income:
Sales proceeds $2,781,178 428,357 1,922,591
Cost of land sold (1,064,918) (137,078) (912,470)
Selling expenses (note 4) (288,089) (44,907) (114,146)
________ _______ _______
Gain on sale
of land 1,428,171 246,372 895,975
Interest 9,308 3,340 3,493
Miscellaneous - 8,400 2,854
________ _______ _______
Total income 1,437,479 258,112 902,322
Expenses:
Interest 3,028 41,936 34,584
Property taxes 14,030 7,999 30,295
Partnership and property
management fee (note 4) 15,604 15,604 15,604
Legal and accounting (note 4) 17,981 16,629 17,095
General and administrative 9,554 2,965 12,986
Architect and engineering
fees 1,491 41,032 5,690
Amortization expense 11,754 - -
________ _______ _______
Total expenses 73,442 126,165 116,254
-------- -------- -------
Net earnings $ 1,364,037 131,947 786,068
========= ======== =======
Net earnings
per unit $ 181.87 17.59 104.81
====== ===== ======
<FN>
See accompanying notes to financial statements.
</TABLE>
F-3
<PAGE>
MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
Consolidated Statements of Partners' Equity
Years ended December 31, 1995, 1994 and 1993
<TABLE>
<CAPTION>
Limited General
partners partner Total
______ ______ ____
<S> <C> <C> <C>
Partners equity,
December 31, 1992 $ 2,283,093 25 2,283,118
Net earnings 786,068 - 786,068
________ ____ ________
Partners equity,
December 31, 1993 3,069,161 25 3,069,186
Net earnings 131,947 - 131,947
________ ____ ________
Partners equity,
December 31, 1994 3,201,108 25 3,201,133
Net earnings 1,357,727 6,310 1,364,037
Distributions (1,650,000) (6,335) (1,656,335)
(note 9) ________ ____ ________
Partners equity,
December 31, 1995 $ 2,908,835 - 2,908,835
========== ======= ==========
<FN>
See accompanying notes to financial statements.
</TABLE>
F-4
<PAGE>
MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
Consolidated Statements of Cash Flows
Years ended December 31, 1995, 1994 and 1993
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings $ 1,364,037 131,947 786,068
Adjustments to reconcile
net earnings to net cash provided
by operating activities:
(Increase) decrease
in escrow deposits (358,320) 10,491 (3,120)
Cost of land sold,
net of noncash
transaction 1,064,918 137,078 89,879
Cost of land
improvements, net (128,353) (44,855) (157,040)
Decrease (increase)
in other assets 11,754 (12,754) -
Decrease (increase)
in accounts payable
and accrued expenses,
net of noncash transaction (29,029) 60,529 (37,277)
Decrease (increase)
in accrued interest
payable (8,723) 8,723 (5,812)
________ ________ ________
Total adjustments 552,247 159,212 (113,370)
-------- -------- --------
Net cash provided by
operating activities 1,916,284 291,159 672,698
-------- -------- --------
Cash flows from financing activities:
Loan proceeds - 525,000 -
Principal payments on
note payable - other - (100,000) -
Principal payments on
note payable - private (175,000) (350,000) -
Principal payments on
note payable - bank - (400,251) (581,874)
Distributions to partners (1,656,335) - -
________ ________ ________
Net cash used by
financing activities (1,831,335) (325,251) (581,874)
________ ________ ________
<FN>
See accompanying notes to financial statements.
</TABLE>
F-5
<PAGE> MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
Consolidated Statements of Cash Flows, Continued
Years ended December 31, 1995, 1994 and 1993
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Net (decrease)
increase in
cash and cash
equivalents 84,949 (34,092) 90,824
Cash and cash equivalents
at beginning of year 72,022 106,114 15,290
________ ________ ________
Cash and cash equivalents
at end of year $ 156,971 72,022 106,114
======== ======== =======
Supplemental Disclosures of Cash Flow Information:
Cash paid during the
year for interest $ 11,751 33,213 40,396
======= ======== =======
During 1993, land held for investment and a $100,000
note payable were transferred in payment of a $822,591
account payable. See note 7.
</TABLE>
F-6
<PAGE> MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
Notes to Consolidated Financial Statements
December 31, 1995 and 1994
(1) Summary of Significant Accounting Policies
(a) Organization
Moore's Lane Properties, Ltd. (the Partnership)
was organized on December 10, 1985 as a
Tennessee limited partnership to acquire and
hold for investment approximately 174 acres of
unimproved real property in Williamson County,
Tennessee. On May 30, 1986, a public offering
of limited partnership units closed whereby the
Partnership issued 7,500 limited partnership
units and the original limited partner
withdrew. The General Partners are W. Gerald
Ezell (see note 8) and 222 Partners, Inc.
(b) Principles of Consolidation
The consolidated financial statements include
the accounts of Moore's Lane Properties, Ltd.
and the accounts of a majority-owned joint
venture. All significant intercompany accounts
and transactions have been eliminated.
(c) Income Taxes
The Partnership prepares 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 or will be made for Federal or
state income taxes since such taxes are the
personal responsibility of the partners.
(d) Land Held for Investment
Land held for investment is recorded at cost
and includes approximately 72 and 93 acres at
December 31, 1995 and 1994, respectively. Of
these amounts, management believes that 61 and
76 acres are sellable at December 31, 1995 and
1994, respectively. Land costs include amounts
to acquire and hold land, including interest
and property taxes during the development
period. Costs to hold land, including
insurance and property taxes are charged to
expense once development is substantially
complete. Land improvement costs include
development costs expended subsequent to the
acquisition of the tract.
(Continued)
F-6
<PAGE> MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
Notes to Consolidated Financial Statements
(e) Revenue Recognition
Sales are recorded at the time of closing. A
portion of sales proceeds is deferred if
additional construction is required and is
recognized on the percentage of completion
method as the construction is completed.
(f) Partnership Allocations
Net earnings, losses, and distributions of cash
flow of the Partnership are allocated among the
limited partners and general partners, in
accordance with the agreement of the limited
partnership.
(g) Cash and Cash Equivalents
The Partnership considers all short-term
investments with original maturities of three
months or less at the date of purchase to be
cash equivalents.
Cash belonging to the Partnership is combined
in an account with funds from other
partnerships related to the general partner.
(h) Estimates
Management of the Partnership has made
estimates and assumptions to prepare these
financial statements. Actual results could
differ from those estimates.
(2) Restricted Cash
At December 31, 1995, the Partnership has
restricted cash balances of $358,320 to be used
to fund property improvements, consisting of
road and utility work, and property taxes.
(3) Moore's Lane Venture Associates
On May 29, 1986, Moore's Lane Venture
Associates (the Joint Venture) was formed with
the Partnership and Southeast Venture Companies
(Southeast) as joint venturers. On March 4,
1987, the Partnership contributed its land held
for investment to the Joint Venture. The
contribution of land was accounted for at book
value.
(Continued)
<PAGE> MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
Notes to Consolidated Financial Statements
Southeast will contribute services for overseeing
the implementation of the master land use plan and
ensuring that any improvements proceed on schedule.
The joint venture agreement provides that Southeast
will receive 17% of the proceeds of any disposition
of the property after the limited partners have
received an amount equal to their capital
contributions plus their preferred return as
defined in the partnership agreement.
(4) Related Party Transactions
The General Partner and its affiliates have been
actively involved in managing the property.
Affiliates of the General Partner receive fees and
commissions as consideration for performing certain
services. Expenses incurred for these services
during 1995, 1994 and 1993 are as follows:
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Commission expense to
minority interest
holder $ 159,535 34,269 60,000
Accounting fees 2,000 2,000 2,250
Partnership and property
management fee 15,604 15,604 15,604
</TABLE>
(5) Land Held for Investment
The components of land held for investment at
December 31, are as follows:
<TABLE>
<CAPTION>
1995 1994
____ ____
<S> <C> <C>
Land and carrying costs $ 6,394,420 6,394,420
Land improvements 3,019,505 2,891,152
Cumulative cost of land and
improvements sold (6,965,514) (5,900,596)
________ ________
$ 2,448,411 3,384,976
======== ========
</TABLE>
Aggregate cost for federal income tax
purposes for this property was $2,673,705 and
$3,634,383 at December 31, 1995 and 1994,
respectively.
(Continued)
<PAGE> MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
Notes to Consolidated Financial Statements
(6) Note Payable
On April 28, 1994, the Partnership entered
into a $825,000 term loan agreement with a
private lending source. At December 31, 1994,
the balance outstanding was $175,000 which was
paid in full in 1995. The note accrues simple
interest at an annual rate of 4% over a local
bank's prime lending rate (12.5% at December
31, 1994). The note is secured by a mortgage
on the land held for investment. Semi-annual
interest payments are due on April 28 and
October 28. The note matures on April 28,
1996. At December 31, 1995, the Partnership
can make additional draws under the loan
agreement in the amount of $300,000.
In addition, the term loan agreement entitles
the lender to receive a profit participation
equal to 25% of profits, as defined in the
loan agreement. At December 31, 1995, the
Partnership has accrued $4,594 under this
agreement.
(7) Note Payable - Other
On February 3, 1993, the Joint Venture
conveyed to a purchaser approximately 1.7
acres of land held for investment. Such
conveyance satisfied $722,591 of amounts due
to the purchaser of $856,530 for
infrastructure improvements. In addition to
the conveyance of land, the consideration
included a cash payment of $33,939 and the
issuance of a note payable to the purchaser of
$100,000. The note payable was due on
February 3, 1995, and had no stated rate of
interest. The note was secured by a deed of
trust on certain of the Joint Venture's
property. On May 3, 1994, the note was
retired in full with proceeds from the note
payable discussed in note 6.
<PAGE> MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
Notes to Consolidated Financial Statements
(8) General Partner Bankruptcy
On February 25, 1991, W. Gerald Ezell, a
general partner of the Partnership, 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. Mr. Ezell has
retained his role as an active general partner
and continues to fulfill his general partner
responsibilities.
(9) Distributions
For the year ended December 31, 1995, the
Partnership made a distribution of $1,656,335.
Of this amount, $1,650,000 ($220 per unit) was
allocated to the limited partners and $6,335
was allocated to the general partner. There
were no distributions in 1994 or 1993.
(10) Fair Value of Financial Instruments
At December 31, 1995, the Partnership had
financial instruments including cash and cash
equivalents of $156,971,restricted cash of
$358,320, and accrued liabilities of $55,767.
The carrying amounts of cash and cash
equivalents, restricted cash, and accrued
liabilities approximate fair value because of
the short maturity of those financial
instruments.
<PAGE>
Independent Auditors' Report
__________________________
The Partners
Moore's Lane Properties, Ltd.:
Under date of January 19, 1996, we reported on the
consolidated balance sheets of Moore's Lane Properties,
Ltd. and subsidiary as of December 31, 1995 and 1994,
and the related consolidated statements of earnings,
partners' equity, and cash flows for each of the years
in the three-year period ended December 31, 1995. The
consolidated financial statements and our reports
thereon are included elsewhere herein. In connection
with our audits of the aforementioned consolidated
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 audits.
In our opinion, such financial statement schedule, when
considered in relation to the basic consolidated
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
<PAGE> Schedule XI
MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
Real Estate and Accumulated Depreciation
December 31, 1995
<TABLE>
<CAPTION>
Initial cost to
Partnership
<S> <C> <C> <S>
Building and
Description Encumbrances Land improvements
72 acres of undeveloped land in
Williamson County, Tennessee $ - 5,817,220 -
</TABLE>
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
(1) Balance at beginning $3,384,976 3,477,199 4,232,629
of Period
Additions during period:
Improvements 128,353 51,280 146,718
-------- -------- --------
128,353 51,280 146,718
-------- -------- --------
Deductions during period:
Cost of real estate sold 1,064,918 137,078 902,148
Other - reimbursement of
impact fees from
municipality - 6,425 -
-------- -------- --------
1,064,918 143,503 902,148
-------- -------- --------
Balance at end of period $2,448,411 3,384,976 3,477,199
========= ========= =========
(2) Aggregate cost for
Federal income tax purposes $2,673,705 3,634,383 3,642,836
========= ========= =========
</TABLE>
See accompanying independent auditors' report.
S-2
<PAGE> Schedule XI
<TABLE>
MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
Real Estate and Accumulated Depreciation
December 31, 1995
<CAPTION>
Cost Gross
capitalized subsequent amount at which
carried
to acquisition at close of period
Building &
Improve- Carrying improve-
Description ments costs Land ments Total
<S> <C> <C> <C> <C>
<C>
72 acres of undeveloped land in
Williamson County, Tennessee 3,019,505 577,200 1,537,546 910,865
</TABLE>
<PAGE>
Schedule XI
<TABLE>
MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
Real Estate and Accumulated Depreciation
December 31, 1995
<CAPTION>
Accumulated Date of Date
Description Total depreciation* construction acquired
<S> <C> <C> <C> <C>
72 acres of undeveloped land in 2,448,411 - 2/93 12/11/85
Williamson County, Tennessee
<FN>
*Life on which depreciation in latest income statement is
computed is not applicable.
</TABLE>
<PAGE> Exhibits filed pursuant to Item 14(a)(3):
MOORE'S LANE PROPERTIES, LTD.
(A Tennessee Limited Partnership)
Exhibit Index
Exhibit
3 Amended and Restated Certificate and Agreement of Limited
Partnership, incorporated by reference to Exhibit to a
Prospectus of Registrant dated April 22, 1986
(Registration No. 33-3395-A)
22 Subsidiaries
27 Financial Data Schedule
<PAGE> Exhibits 22. Subsidiaries
MOORE'S LANE PROPERTIES, LTD.
(A Tennessee Limited Partnership)
MOORE'S LANE VENTURE ASSOCIATES
A Tennessee Joint Venture
One Belle Meade Place
4400 Harding Road, Suite 500
Nashville, TN 37205
EIN 62-1310146
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated financial statements for the year ended December 31, 1995
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 156,971
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 2,448,411
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,964,702
<CURRENT-LIABILITIES> 55,767
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2,908,835
<TOTAL-LIABILITY-AND-EQUITY> 2,964,702
<SALES> 2,781,178
<TOTAL-REVENUES> 1,437,479
<CGS> 1,064,918
<TOTAL-COSTS> 1,353,007
<OTHER-EXPENSES> 73,442
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,028
<INCOME-PRETAX> 1,364,037
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,364,037
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,364,037
<EPS-PRIMARY> 181.87
<EPS-DILUTED> 181.87
</TABLE>
