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FORM 10-Q--QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the period ended June 30, 1999
or
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from __________ to
_______________
Commission File Number: 33-3955-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)
One Belle Meade Place, 4400 Harding Road, Suite 500,
Nashville, Tennessee 37205
(Address of principal executive office) (Zip Code)
(615) 292-1040
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report.)
Indicate by check mark whether the Registrant (1)
has filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such
shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing
requirements for at least the past 90 days.
YES X NO ___
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PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Tennessee Limited Partnership)
FINANCIAL STATEMENTS
For the Three and Six Months Ended June 30, 1999 and 1998
INDEX
Financial Statements:
Consolidated Balance Sheets 3
Consolidated Statements of Operations 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
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<TABLE>
MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<CAPTION>
June 30, December 31,
1999 1998
-------- ------------
<S> <C> <C>
ASSETS
CASH $ 574,568 $ 5,809
RESTRICTED CASH 589,973 609,504
LAND AND IMPROVEMENTS
HELD FOR INVESTMENT 845,950 1,266,988
OTHER ASSETS 4,229 1,000
Total Assets $2,014,720 $ 1,883,301
=========== ============
LIABILITIES AND PARTNERS' EQUITY
ACCOUNTS PAYABLE &
ACCRUED EXPENSES $ 5,000 $ 116,209
PAYABLE TO RELATED PARTY - 126,500
MINORITY INTEREST IN CONSOLIDATED
JOINT VENTURE 100 100
TOTAL LIABILITIES 5,100 242,809
PARTNERS' EQUITY:
Limited Partners (7,500 units
outstanding) 2,007,857 1,636,539
General Partners 1,763 3,953
Special Limited Partners - -
Total partners' equity 2,009,620 1,640,492
Total Liabilities &
Partners' Equity $ 2,014,720 $ 1,883,301
========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
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<TABLE>
MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
June 30,
----------------
1999 1998 1999 1998
<S> <C> <C> <C> <C>
REVENUE:
Land Sales
Sale Proceeds $ 579,640 1,423,096 2,048,170 1,423,096
Cost of Land Sold (132,883) (469,443) (571,426) (469,443)
Selling Expenses (52,460) (130,804) (186,247) (130,804)
Gain on land sales 394,297 822,849 1,290,497 822,849
Interest Income 400 1,003 2,477 10,710
Miscellaneous - 100 1,400 100
Total Revenue 394,697 823,952 1,294,374 833,659
EXPENSES:
Property Taxes $ 3,616 52,929 44,554 52,929
Interest Expense - - 1,898 -
Management Fees 3,901 3,901 7,802 7,802
Legal &
Accounting Fees 13,379 7,353 17,879 18,403
General & Admin.
Expenses 1,584 1,925 2,092 6,028
Total Expenses 22,480 66,108 74,225 85,162
NET INCOME BEFORE
MINORITY INTEREST 372,217 757,844 1,220,149 748,497
Minority Interest - - (144,500) -
NET INCOME $ 372,217 757,844 1,075,649 748,497
Net Income
per limited
partner unit $ 49.63 101.04 143.42 99.80
<FN> See accompanying notes to consolidated financial statements
</TABLE>
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<TABLE>
MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
SIX MONTHS ENDED
June 30,
1999 1998
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income $1,075,649 $ 748,497
Adjustments to reconcile
Net Income to Net Cash provided by
Operating Activities:
Decrease in Restricted Cash 19,531 107,287
Increase in accounts receivable - (403,307)
Cost of Land & Improvements Sold 571,426 469,443
Cost of Land & Improvements (150,388) (175,919)
(Decrease) Increase in Accounts
Payable & Accrued Expenses (111,209) 52,168
Increase in Other Assets (3,229) -
Decrease in Payable to Related
Party (126,500) -
Net Cash provided by
Operating Activities 1,275,280 798,169
Cash Flows from Financing Activities -
Distributions to Partners (706,521) -
Net Increase in Cash 568,759 798,169
CASH AT JANUARY 1, 5,809 192,693
CASH AT June 30, $ 574,568 $ 990,862
======== =========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
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MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Three and Six Months Ended June 30, 1999 and 1998
(Unaudited)
A.ACCOUNTING POLICIES
The unaudited financial statements presented herein have been
prepared in accordance with the instructions to Form 10-Q and
do not include all of the information and note disclosures
required by generally accepted accounting principles. These
statements should be read in conjunction with the financial
statements and notes thereto included in the Partnership's Form
10-K for the year ended December 31, 1998. In the opinion of
management, such financial statements include all adjustments,
consisting only of normal recurring adjustments, necessary to
summarize fairly the Partnership's financial position and
results of operations. The results of operations for the six
month period ended June 30,1999 may not be indicative of the
results that may be expected for the year ending December 31,
1999.
B.RELATED PARTY TRANSACTIONS
The General Partner and its affiliates have been actively
involved in managing the Partnership's operations. Compensation
earned for these services in the first six months were as
follows:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Payments to Affiliate of General Partner
Management Fees $ 7,802 $ 7,802
Accounting Fees 2,650 3,103
Commissions (Selling Expenses) 44,056 -
Payments to Minority Interest Holder
Development Fees (Selling Expenses) 40,989 -
Commissions (Selling Expenses) 61,483 -
</TABLE>
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MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Three and Six Months Ended June 30, 1999 and 1998
(Unaudited)
C. COMPREHENSIVE INCOME
During the three and six month periods ended June 30, 1999,
and 1998, the Partnership had no components of other
comprehensive income. Accordingly, comprehensive income for
each of the periods was the same as net income.
D: SUBSEQUENT EVENT
In July 1999, the Partnership sold 2.3 acres of land for net
proceeds of approximately $736,000. These sale proceeds
combined with prior sales proceeds were distributed to the
partners.
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Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
During the second quarter of 1999, the Registrant had one
sale where approximately 2.3 acres were sold for net proceeds of
approximately $527,000. In July 1999, the Registrant sold
approximately 2.3 acres of land for net proceeds of approximately
$814,000. These sale proceeds were used to make a $1.2 cash
distribution to the partners. As of July 31, 1999, the Registrant
had 10.2 acres remaining to sell.
Operations of the Registrant are comparable with prior quarters
except for the following. The 1998 property tax expense is for
rollback taxes related to the land sold. The Registrant was
required to pay rollback property taxes on the property sold in
1998. The City and County collect rollback taxes when certain land
zoned for agricultural use is sold. The tax is equal to
approximately 3 years taxes at a commercial rate. The General
Partner does not expect to pay any additional roll back taxes.
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 is addressing 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 has divided the Plan into five major
phases-assessment, planning, conversion, implementation and
testing. After completing the assessment and planning phases in an
earlier year, the Partnership is currently in the conversion,
implementation, and testing phases. Systems which have been
determined not to be Year 2000 compliant are being either replaced
or reprogrammed, and thereafter tested for Year 2000 compliance.
The Plan anticipates that by mid-1999 the conversion,
implementation and testing phases will be completed. Management
believes that the total remediation costs for the Plan will not be
material to the operations or liquidity of the Partnership.
The Partnership is in the process of identifying and contacting
critical suppliers and other vendors whose computerized systems
interface with the Partnership's systems, regarding their plans and
progress in addressing their Year 2000 issues. The Partnership has
received varying information from such third parties on the state
of compliance or expected compliance. Contingency plans are being
developed in the event that any critical supplier or customer is
not compliant.
The failure to correct a material Year 2000 problem could result in
an interruption in, or failure of, certain normal business
activities or operations. Such failures could materially and
adversely affect the Partnership's operations, liquidity and
financial condition. Due to the general uncertainty inherent in
the Year 2000 problem, resulting in part from the uncertainty of
the Year 2000 readiness of third-party suppliers and customers, the
Partnership is unable to determine at this time whether the
consequences of Year 2000 failures will have a material impact on
the Partnership's operations, liquidity or financial condition.
FINANCIAL CONDITION
LIQUIDITY
As of July 31, 1999, the Registrant had an operating cash
balance of $ 39,025 that the General Partner believes will
sufficiently cover operating expenses for the next year, and an
escrow cash balance of $633,973 to be used to fund development.
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PART II. OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule
(b) No 8-K's have been filed during this quarter.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
MOORE'S LANE PROPERTIES, LTD.
By: 222 PARTNERS, INC.
General Partner
Date:August 13, 1999 By:/s/ Steven D. Ezell
President
Date:August 13, 1999 By:/s/ Michael A. Hartley
Secretary/Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1999
<CASH> 574,568
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 845,950
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,014,720
<CURRENT-LIABILITIES> 5,000
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2,009,620
<TOTAL-LIABILITY-AND-EQUITY> 2,014,720
<SALES> 2,048,170
<TOTAL-REVENUES> 1,294,374
<CGS> 571,426
<TOTAL-COSTS> 757,673
<OTHER-EXPENSES> 72,327
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,898
<INCOME-PRETAX> 1,075,649
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,075,649
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,075,649
<EPS-BASIC> 143.42
<EPS-DILUTED> 143.42
</TABLE>
