<PAGE>
<PAGE> 1
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 MARCH 31, 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)
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 ___ <PAGE>
<PAGE> 2
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Tennessee Limited Partnership)
FINANCIAL STATEMENTS
For the Three Months Ended March 31, 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
<PAGE>
<PAGE> 3
<TABLE>
MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<CAPTION>
March 31, December 31,
1999 1998
<S> <C> <C>
ASSETS
CASH $ 104,984 $ 5,809
RESTRICTED CASH 611,174 609,504
LAND AND IMPROVEMENTS
HELD FOR INVESTMENT 922,116 1,266,988
OTHER ASSETS 4,229 1,000
Total Assets $1,642,503 $ 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) 1,635,640 1,636,539
General partners 1,763 3,953
Special Limited Partners - -
Total partners' equity 1,637,403 1,640,492
Total Liabilities &
Partners' Equity $ 1,642,503 $ 1,883,301
========== ==========
<FN>
See accompanying notes to consolidated financial
statements.
</TABLE>
<PAGE>
<PAGE> 4
<TABLE>
MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
Three months
Ended
MARCH 31,
1999 1998
<C> <C>
REVENUE:
Land Sales:
Sales Of Land & Improvements $ 1,468,530 -
Cost of Land &
Improvements Sold (438,543) -
Selling Expenses (133,787) -
Gain on Land Sales 896,200 -
Interest Income 2,077 9,707
Miscellaneous 1,400 -
Total Revenue $ 899,677 $ 9,707
EXPENSES:
Property Taxes 40,938 -
Management Fees 3,901 3,901
Legal & Accounting Fees 4,500 11,050
General & Admin. Expenses 508 4,103
Interest Expense 1,898 -
Total Expenses $ 51,745 $ 19,054
NET INCOME (LOSS) BEFORE
MINORITY INTEREST $ 847,932 $ (9,347)
Minority Interest (144,500) (37)
Net Income (Loss) $ 703,432 $ (9,310)
<FN>
See accompanying notes to consolidated financial statements
</TABLE>
<PAGE>
<PAGE> 5
<TABLE>
MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Three months
Ended
MARCH 31,
1999 1998
<S> <C> <C>
Cash Flows from
Operating Activities:
Net Income (Loss) $ 703,432 $(9,310)
Adjustments to reconcile
Net Income (Loss) to Net Cash
provided by (used in)
Operating Activities:
Increase in Restricted Cash (1,670) (3,506)
Cost of Land and Improvements Sold 438,543 -
Cost of Land Improvements (93,671) (14,462)
Increase in Other Assets (3,229) -
Decrease in Accounts
Payable & Accrued Expenses (111,209) (43,264)
Decrease in Payable to Related
Party (126,500) -
Decrease in Minority Interest - (37)
Net Cash provided by (used in)
Operating Activities 805,696 (70,579)
Cash Flows From Financing
Activities-Distributions To
Partners (706,521) -
Net Increase (Decrease)in Cash 99,175 (70,579)
CASH AT JANUARY 1, 5,809 192,693
CASH AT MARCH 31, $ 104,984 $ 122,114
======= ========
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<PAGE> 6
MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Three Months Ended March 31, 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
three-month period ended March 31, 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 three
months were as follows:
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
PAYMENTS TO MINORITY INTEREST HOLDER
Commissions(selling expenses) $ 44,056 $ -
Development Fees
(selling expenses) 29,371 -
PAYMENTS TO AFFILIATE OF GENERAL PARTNER
Management Fees $ 3,901 3,901
Commissions(selling expenses) 44,056 $ -
Accounting Fees 500 -
</TABLE>
Payable to related party was repaid in January 1999 from sale
proceeds.<PAGE>
<PAGE> 7
MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Three Months Ended March 31, 1999 and 1998
(continued) (Unaudited)
C. COMPREHENSIVE INCOME
During the three month periods ended March 31, 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 (loss).
<PAGE>
<PAGE> 8
Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 1999.
In January, 1999, the Registrant sold 6.5 acres for net proceeds of
$1.3 million. All loans and payables were paid off, $706,521 was
distributed to the partners, and the remaining proceeds were
retained to meet operating expense. The Registrant has 14 acres
left for sale.
Operations of the Registrant are comparable with prior quarters
except for the following. Property tax expense is for rollback
property taxes. The Registrant was required to pay rollback
property taxes on the property sold. The tax is equal to
approximately 3 years taxes at a commercial rate. All rollback
taxes have been paid. The General Partner believes that no
additional rollback taxes should be assessed on the Registrant's
Property in the future. The decline in legal and accounting fees
is due to additional legal services needed to handle partnership
issues in 1998.
FINANCIAL CONDITION
LIQUIDITY
As of April 30, 1999, the Registrant had an operating cash
balance of $38,534 that the General Partner believes will
sufficiently cover operating expenses for the next year, and an
escrow cash balance of $611,000 to be used on development.
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 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.
<PAGE>
<PAGE> 9
PART II. OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule for the First Quarter of 1999
(b) No 8-K's have been filed during this quarter.
<PAGE>
<PAGE> 10
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: May 15, 1999 By:/s/ Steven D. Ezell
President
Date: May 15, 1999 By:/s/ Michael A. Hartley
Secretary/Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 104,984
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 922,116
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,642,503
<CURRENT-LIABILITIES> 5,000
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,637,403
<TOTAL-LIABILITY-AND-EQUITY> 1,642,503
<SALES> 1,468,530
<TOTAL-REVENUES> 899,677
<CGS> 438,543
<TOTAL-COSTS> 572,330
<OTHER-EXPENSES> 51,745
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,898
<INCOME-PRETAX> 703,432
<INCOME-TAX> 0
<INCOME-CONTINUING> 703,432
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 703,432
<EPS-PRIMARY> 93.79
<EPS-DILUTED> 93.79
</TABLE>
