<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
[Fee Required]
For the fiscal year ended
December 31, 1999
or
[ ] Transition Report to Section 13 or 15(d) of the Securities
Exchange Act of 1934
[Fee Required]
For the transition period from ________to_______
Commission File Number
33-3955-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 sale price of the Units of Limited Partnership
Interest to non-affiliates was $7,500,000 as of February 28,1999.
This does not reflect market value, but is the price at which these
Units of Limited Partnership Interest were sold to the public.
There is no current market for these Units.
DOCUMENTS INCORPORATED BY REFERENCE
Documents Incorporated by Reference in Part IV:
Prospectus of Registrant, dated April 22, 1986, as filed pursuant
to Rule 424(b) of the Securities and Exchange Commission.
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 Partner of Registrant is 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, 1999, the Joint Venture owned approximately
10.5 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 development of the Property is complete. Development included
construction of several major roads and interchanges, grading and
utility installation.
Competition:
The Cool Springs Corporate and Retail Center is in various
stages of development and includes 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 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.
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
Partners.
Item 2. Properties
As of December 31, 1999, the Joint Venture of which the
Registrant has a controlling interest owned 10.5 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.
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 January 31,
2000, there were 575 holders of record of 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.
Item 6. Selected Financial Data
For the Year Ending
December 31,
<TABLE>
<S> <C> <C> <C> <C> <C>
1999 1998 1997 1996 1995
Total Revenue $ 1,836,691 1,522,795 1,580,487 54,423 1,437,479
Net Income (Loss) 1,312,394 907,055 1,214,577 (55,302) 1,364,037
Net Income (Loss)
per Limited
Partner Unit 120.31 68.50 109.16 (7.30) 181.03
Total Assets 1,336,934 1,883,301 2,629,195 2,957,702 2,964,702
Cash Distributions
per Limited Partner
Unit 155 170 170 - 220
</TABLE>
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Sales
During 1999, there were three sales totalling approximately 11 acres for
over $2.8 million. The sales proceeds were used to make a $1.7 million cash
distribution to the partners and the remaining proceeds were invested in
short-term cash equivalents held to cover expenses related to the sale.
During 1998, there were several sales totalling approximately 8 acres for
over $2.4 million. The sales proceeds were used to make a $1.8 million cash
distribution to the partners and the remaining proceeds were invested in
short-term cash equivalents held to cover expenses related to the sale.
During 1997, there were six sales totalling approximately 30 acres for
over $4.2 million. The sale proceeds were used to retire the $300,000 note
payable, set aside development reserves of $686,571 and distributed
$1,487,000 to the partners. The proceeds distributed from these sales
allowed the Registrant to fully return all capital and preferred return to
the Limited Partners, after which, all cash distributions will be allocated
31% to the general partner and special limited partners and 69% to the
limited partners. The allocation ratio of limited partner to general partner
and special limited partners prior to the return of capital was 99:1.
Operations
Other than the sales activity, noted above, operations of the Registrant
are comparable during 1999, 1998, and 1997 except as follows. The increase
in interest income during 1999 and 1998 is due to higher cash balances held
during these periods, especially in the Restricted cash-escrow accounts. The
Partnership's interest expense is for short-term loans acquired to relieve
temporary cash shortfalls in between sales. As of December 31, 1999, all
loans were retired.
<PAGE>
Property taxes for 1999 include only the current years taxes at a
commercial rate. The 1998 and 1997 taxes included allocations for roll back
taxes and current year taxes. Property tax expense for 1998 and 1997
includes rollback property taxes paid on the property sold. Most of the land
sold in 1998 and 1997 had been taxed at a lower agricultural rate while the
Registrant held it undeveloped. The Registrant was allowed to keep this lower
rate until the land was sold and then assessed the rollback tax. The city
and county assess rollback taxes on the date of sale. The tax is equal to
approximately 3 years taxes at a commercial rate. As of December 31, 1999,
all roll back taxes have been paid. The property will no longer be assessed
rollback taxes.
General and administrative expenses were higher in 1998 due to escrow
fees and letter of credit fees.
Liquidity and Capital Resources
As of February 29, 2000, the Registrant has cash of $349,982. The General
Partner believes that this cash will be sufficient to meet operating needs
for 2000.
Year 2000
In 1998, the Partnership initiated a plan ("Plan") to identify, and remediate
"Year 2000" issues within each of its significant computer programs and
certain equipment which contain microprocessors. The Plan addressed the
issue of computer programs and embedded computer chips being unable to
distinguish between the year 1900 and the year 2000, if a program or chip
uses only two digits rather than four to define the applicable year. The
Partnership divided the Plan into five major phases-assessment, planning,
conversion, implementation and testing. The plan was completed in mid 1999.
The total remediation costs for the plan were not material to the operations
or liquidity of the partnership. The Registrant had no significant
operational difficulties related to the Year 2000 issued. Management does
not expect any future issues or operational problems related to Year 2000
issues.
Item 8. Financial Statements and Supplementary Data
The Financial Statements required by Item 8 are filed at the end of this
Report.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
Registrant does not have any directors or officers. 222 Partners, Inc. is
the General Partner of the Registrant 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 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 46, 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.
Michael A. Hartley, age 40, 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.
W. Gerald Ezell, age 69, is a director of corporate general partner. 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.
Item 11. Executive Compensation
During 1999, the Registrant was not required to and did not pay
remuneration to any partners of the General Partners or any affiliates,
except as set forth in Item 13 of this report, "Certain Relationships and
Related Transactions." The General Partners do participate in the Profits,
Losses, and Distributions of the Partnership as set forth in the Partnership
Agreement.
The proceeds distributed from the 1997 sales allowed the Registrant to
fully return all capital and preferred return to the Limited Partners. As
stated in the Limited Partnership Agreement, all future cash distributions
will be allocated 69% to the limited partners and 31% to the general partner
and special limited partners. The allocation ratio of limited partner to
general partner and special limited partners prior to the return of capital
was 99:1.
Item 12. Security Ownership of Certain Beneficial Owners and Management
As of January 31, 2000, no person or "group" ( as that term is used in
Section 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, 1999, earned
or received compensation or payments for services from the Registrant in
excess of $60,000 except for the following:
Commissions and Development fees to minority interest holder $166,926
For a listing of miscellaneous transactions with affiliates refer to Note 4
of the notes to Consolidated Financial Statements herein.
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 Operations F-3
Consolidated Statements of
Partners' Equity F-4
Consolidated Statements of Cash Flows F-5
Notes to Consolidated Financial Statements F-6
(2) Financial Statement Schedule
Independent Auditors' Report S-1
Schedule III - 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
(b) No reports on Form 8-K have been filed during the last
quarter of 1999.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act or 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: March 17, 2000 By:/s/ Steven D. Ezell
President and Director
DATE: March 17, 2000 By:/s/ Michael A. Hartley
Vice President and Director
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following person on
behalf of the Registrant and in the capacities and on the dates
indicated.
MOORE'S LANE PROPERTIES, LTD.
By: 222 Partners, Inc.
General Partner
DATE: March 17, 2000 By:/s/ Steven D. Ezell
President and Director
DATE: March 17, 2000 By:/s/ 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.
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,
1999 and 1998, and the related consolidated statements of operations,
partners' equity, and cash flows for each of the years in the three-year
period ended December 31, 1999. 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, 1999 and 1998, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1999, in conformity with generally
accepted accounting principles.
KPMG LLP
Nashville, Tennessee
January 21, 2000
F-1
<PAGE>
MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
Consolidated Balance Sheets
December 31, 1999 and 1998
<TABLE>
Assets 1999 1998
<S> <C> <C>
Cash and cash equivalents $ 289,876 $5,809
Restricted cash (note 2) 480,442 609,504
Land and improvements
held for investment (note 5) 565,616 1,266,988
Other assets 1,000 1,000
Total Assets $1,336,934 $ 1,883,301
Liabilities and Partners' Equity
Liabilities
Accounts payable and
accrued expenses $ 68,730 $ 116,209
Payable to related party (note 4) - 126,500
Minority interest in consolidated
joint venture (note 3) 100 100
Total liabilities 68,830 242,809
Partners' equity
Limited partners (7,500 units
outstanding) 874,992 1,636,539
General partners 7,844 3,953
Special limited partners 385,268 -
Total partners' equity 1,268,104 1,640,492
Commitments (notes 2, 3, and 4)
Total liabilities and
partners' equity $ 1,336,934 $ 1,883,301
</TABLE>
See accompanying notes to consolidated financial statements.
F-2
MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
Consolidated Statements of Operations
Years ended December 31, 1999, 1998, and 1997
<TABLE>
<S> <C> <C> <C>
1999 1998 1997
Revenue:
Sales:
Sales of land and
improvements $ 2,853,842 2,448,096 4,205,662
Cost of land and
improvements sold (762,778) (720,714) (2,213,987)
Selling expenses (note 4) (268,296) (225,609) (416,942)
Gain on land sale 1,822,768 1,501,773 1,574,733
Interest 12,523 20,882 5,754
Miscellaneous 1,400 140 -
Total revenue 1,836,691 1,522,795 1,580,487
Expenses:
Interest 1,824 - 22,284
Property taxes 129,655 176,661 154,459
Partnership and property
management fee (note 4) 15,604 15,604 15,604
Legal and accounting (note 4) 22,953 21,903 19,310
General and administrative 2,663 10,455 3,538
Architect and engineering fees 3,098 12,697 13,613
Total expenses 175,797 237,320 228,808
Net income (loss) before minority
interest 1,660,894 1,285,475 1,351,679
Minority Interest 348,500 378,420 137,102
Net income (loss) $ 1,312,394 907,055 1,214,577
Net income (loss) allocated to:
General partners $ 9,114 - 4,506
Special limited partners 902,327 393,310 391,363
Limited partners 400,953 513,745 818,708
Net income (loss)
per limited partner unit $ 120.31 68.50 109.16
Weighted average units outstanding7,500 7,500 7,500
</TABLE>
See accompanying notes to consolidated financial statements.
F-3
MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
Consolidated Statements of Partners' Equity
Years ended December 31, 1999, 1998, and 1997
<TABLE>
Special
Limited Limited General
partners partners partners Total
units amounts
<S> <C> <C> <C> <C> <C>
Balance at
December 31, 1996 7,500 $ 2,854,086 - (553) 2,853,533
Net income - 818,708 391,363 4,506 1,214,577
Distributions
(note 6) - (1,275,000) (211,847) - (1,486,847)
Balance at
December 31, 1997 7,500 2,397,794 179,516 3,953 2,581,263
Net income - 513,745 393,310 - 907,055
Distributions
(note 6) - (1,275,000) (572,826) - (1,847,826)
Balance at
December 31, 1998 7,500 1,636,539 - 3,953 1,640,492
Net Income - 400,953 902,327 9,114 1,312,394
Distributions(note 6) - (1,162,500) (517,059) (5,223) (1,684,782)
Balance at
December 31, 1999 7,500 874,992 385,268 7,844 1,268,104
</TABLE>
See accompanying notes to consolidated financial statements.
F-4
MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
Consolidated Statements of Cash Flows
Years ended December 31, 1999, 1998, and 1997
<TABLE>
1999 1998 1997
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 1,312,394 907,055 1,214,577
Adjustments to reconcile net income
to net cash provided by
operating activities:
Decrease (increase) in
restricted cash 129,062 133,339 (439,260)
Cost of land and improvements
sold 762,778 720,714 2,213,987
Cost of land improvements (237,989) (295,043) (1,279,933)
Impact Fees Refunded 176,583 - -
(Decrease) increase in accounts
payable and accrued expenses (47,479) 68,377 (56,237)
(Decrease) increase in payable
to related party (126,500) 126,500 -
Net cash provided by
operating activities 1,968,849 1,660,942 1,653,134
Cash flows from financing activities:
Loan proceeds-other - - 445,000
Principal payments on note
payable - other - - (145,000)
Principal payments on note
payable - private - - (300,000)
Distributions to partners (1,684,782) (1,847,826) (1,486,847)
Net cash used by financing
activities (1,847,826) (1,486,847) (1,684,782)
Net increase (decrease)
in cash and cash equivalents 284,067 (186,884) 166,287
Cash and cash equivalents
at beginning of year 5,809 192,693 26,406
Cash and cash equivalents
at end of year $ 289,876 5,809 192,693
Supplemental Disclosures of Cash
flow information:
Cash paid during the year for
interest $ 1,824 - 15,993
</TABLE>
See accompanying notes to consolidated financial statements.
F-5
MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
Notes to Consolidated Financial Statements
December 31, 1999 and 1998
(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. During 1997,
general partner W. Gerald Ezell sold his partnership
interest, and the Partnership was amended to convert his
interest to a "Special limited" partner interest. His
general partner responsibilities were transferred to the
remaining general partner, 222 Partners, Inc. 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.
(b) Principles of Consolidation
The consolidated financial statements include the accounts of
Moore's Lane Properties, Ltd. and the accounts of a Moore's
Lane Venture Associates, the joint venture which Moore's Lane
Properties, Ltd owns 17%. All significant intercompany
accounts and transactions have been eliminated.
(c) Estimates
Management of the partnership has made certain estimates
and assumptions to prepare these financial statements in
accordance with generally accepted accounting principles.
Actual results could differ from those estimates.
(d) Land and Improvements Held for Investment
Land and improvements held for investment is recorded at
cost and include approximately 10.5 and 21 acres at
December 31, 1999 and 1998, respectively. Land costs
include amounts to acquire and hold land, including
interest and property taxes during the development
period. Costs to hold land, including interest,
insurance, and property taxes were charged to expense in
1999 since development was substantially complete. Land
improvement costs include development costs expended
subsequent to the acquisition of the tract.
F-6
MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
Notes to Consolidated Financial Statements
(1) Summary of Significant Accounting Policies (continued)
(e) Impairment of Long-Lived Assets and Long-Lived Assets to
be Disposed of
Long-lived assets to be disposed of are reported at the
lower of the carrying amount or fair value less estimated
costs to sell. If such assets are considered impaired,
the impairment to be recognized is measured by the amount
by which the carrying amount of the assets exceeds the
fair value of the assets less estimated costs to sell.
Impairment is recognized through the establishment of an
allowance for impairment with a corresponding charge to
operations. Losses upon the sale of the assets are
charged to the allowance. Based upon management's
analysis, the Partnership's land and improvements held
for investment does not meet the definitions of
impairment. Accordingly, land and improvements held for
investment is recorded at cost with no allowance for
impairment necessary.
(f) 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.
(g) Revenue Recognition
Income from sales of land and improvements held for investment
is generally recorded on the accrual basis when the buyer's
financial commitment is sufficient to provide economic
substance to the transaction, and when other criteria of SFAS
No. 66 " Accounting for Sales of Real Estate," are satisfied.
For sales of real estate where both cost recovery is
reasonably certain and the collectibility of the contract
price is reasonably assured, but the transaction does not meet
the remaining requirements to be recorded on the accrual
basis, profit is deferred and recognized under the
F-7
<PAGE>
MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
Notes to Consolidated Financial Statements
(1) Summary of Significant Accounting Policies (continued)
installment method, which recognizes profit as collections of
principal are received. If developments subsequent to the
adoption of the installment method occur which cause the
transaction to meet the requirements of the full accrual
method, the remaining deferred profit is recognized at that
time. Any losses on sales of real estate are recognized at
the time of the sale.
(h) Income Taxes
No provision has been made for Federal or state income
taxes since such taxes are the personal responsibility of the
partners.
Annually, the partners receive, from the Partnership, IRS Form
K-1's which provide them with their share of taxable income
(or loss), deductions and other tax information. The only
difference between the tax basis and reported amounts of the
Partnership's assets and liabilities is the carrying value of
land and improvements held for investment. The income tax
basis includes additional land development costs not
capitalized for book purposes.
(i) Partnership Allocations
Net profits, losses and distributions of cash flow of the
Partnership are allocated to the partners in accordance with
the Partnership agreement as follows:
Net profits are allocated first to any partner with a negative
balance in their capital account, determined at the end of the
taxable year as if the Partnership had distributed cash flow,
in proportion to the negative capital balance account of all
partners until no partner's capital account is negative. Net
profit allocations are then made to the limited partners up to
the difference between their capital account balances and the
sum of their adjusted capital contributions (capital balance,
net of cumulative cash distributions in excess of preferred
returns - 12% annual cumulative return on capital
contributed). Any remaining net profit is allocated 99% to
the limited partners and 1% to the general partners until the
taxable year in which cumulative distributions to the limited
partners equal their adjusted capital contribution plus an
unpaid preferred return. Net profits are then allocated to
the general partners until the ratio of the general
partners' capital account balance to the capital account
balances, in excess of adjusted capital contributions and
F-8
MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
Notes to Consolidated Financial Statements
(1) Summary of Significant Accounting Policies (continued)
unpaid preferred returns, of all limited partners is 31%
to 69%. Thereafter, profits are generally allocated 31%
to the general partners and 69% to the limited partners.
Net losses are allocated to the 99% to the limited
partners and 1% to the general partner.
Partnership distributions are allocated to the limited
partners in an amount equal to their preferred return
(12% annual cumulative return on capital contributed) to
the extent unpaid to date. Any remaining distributions
are allocated 99% to the limited partners and 1% to the
general partners until the limited partners have received
an amount equal to their adjusted capital contributions,
and thereafter, 69% to the limited partners and 31% to
the general partners.
The Special limited partners, created with the sale of W.
Gerald Ezell's general partnership interest in 1997, are
allocated income, losses and distributions previously
allocated to the general partner.
(j) Comprehensive Income
Comprehensive income is defined as the change in equity
of a business enterprise, during a period, associated
with transactions and other events and circumstances from
non-owner sources. It includes all changes in equity
during a period except those resulting from investments
by owners and distributions to owners. During the years
ended December 31, 1999, 1998 and 1997, the Partnership
had no components of other comprehensive components
ofincome. Accordingly, comprehensive income for each of
the years was the same as net income.
(2) Restricted Cash
At December 31, 1999 and 1998, the Partnership has restricted
cash balances of $480,442 and $609,504, respectively, to be
used to fund property improvements, consisting of road and
utility work, and property taxes.
F-9
MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
Notes to Consolidated Financial Statements
(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.
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 Partners and their affiliates have been
actively involved in managing the Partnerships.
Affiliates of the general partners receive fees and
commissions as consideration for performing certain
services. Expenses incurred for these services during
1999, 1998, and 1997 are as follows:
1999 1998 1997
Commission paid to minority
interest holder $ 109,824 73,443 130,810
Development fees
(Selling Expense) 57,102 48,962 83,199
Accounting fees 3,150 3,603 1,750
Land management fee 15,604 15,604 15,604
(5) Land and Improvements Held for Investment
The components of land and improvements held for investment at
December 31, are as follows: 1999 1998
Land and carrying costs $ 213,629 581,131
Land Improvements 351,987 685,857
$ 565,616 1,266,988
Aggregate cost for Federal income tax purposes for this
property was $594,299 and $1,330,706 at December 31,
1999 and 1998, respectively.
F-10
MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
Notes to Consolidated Financial Statements
(6) Distributions
For the years ended December 31, 1999 and 1998, the
Partnership made distributions of $1,684,782 and
$1,847,826, respectively. Of these amounts, $1,162,500
and $1,275,000 ($155 and $170 per unit), respectively,
were allocated to the limited partners, $517,059 and $572,826,
respectively, were allocated to the Special limited
partners, and $9,114 and $-0- were allocated to the general
partners.
F-11
Independent Auditors' Report
The Partners
Moore's Lane Properties, Ltd.:
Under date of January 21, 2000, we reported on the consolidated balance
sheets of Moore's Lane Properties, Ltd. and subsidiary as of December 31,
1999 and 1998, and the related consolidated statements of operations,
partners' equity, and cash flows for each of the years in the three-year
period ended December 31, 1999. The consolidated financial statements and
our report 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 III, Real Estate and
Accumulated Depreciation. This financial statement schedule is the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on this financial statement schedule based on our 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 LLP
Nashville, Tennessee
January 21, 2000
S-1
<TABLE>
MOORE'S LANE PROPERTIES, LTD. and Subsidiary
(A Limited Partnership)
Schedule III
(December 31, 1999)
Real Estate and Accumulated Depreciation
Initial Cost to Cost capitalized Gross amount at
Partnership subsequent which carried
to acquisition at close of period
<CAPTION>
Description Encum- Land Buildings Improve- Carrying Land Buildings Total Accumu- Date of Date
brances and improve- ments costs and improve- lated de- construc- acquired
ments ments preciation tion
<S>___________ <C>______ <C>____ <C>________<C>________<C>________<C>____<C>________<C>_____ <C>_______<C>_______ <C>____
10.5 acres of undeveloped
land in Williamson county,
Tennessee $ - $ 121,731 - 351,987 91,898 121,731 443,885 565,616 - - 12/11/85
S-2
</TABLE>
MOORE'S LANE PROPERTIES, LTD. and Subsidiary
(A Limited Partnership)
Schedule III
December 31, 1999
Real Estate and Accumulated Depreciation
(continued)
1999 1998 1997
(1) Balance at beginning
of Period $ 1,266,988 1,692,659 2,626,713
Additions during period:
Improvements 237,989 295,043 1,279,933
Deductions during period:
Cost of real estate
sold 762,778 720,714 2,213,987
Impact fees refunded 176,583 - -
Balance at close of
period $ 565,616 1,266,988 1,692,659
(2) Aggregate cost for
Federal income tax
purposes $ 594,299 1,330,706 1,725,060
See accompanying independent auditors' report.
S-3
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
Exhibit 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
<CIK> 0000790609
<NAME> MOORE'S LANE PROPERTIES LTD.
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 289,876
<SECURITIES> 480,442
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 565,616
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,336,934
<CURRENT-LIABILITIES> 68,830
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,268,104
<TOTAL-LIABILITY-AND-EQUITY> 1,336,834
<SALES> 2,853,842
<TOTAL-REVENUES> 1,836,691
<CGS> 762,778
<TOTAL-COSTS> 1,031,074
<OTHER-EXPENSES> 175,797
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,312,394
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,312,394
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,312,394
<EPS-BASIC> 120.31
<EPS-DILUTED> 120.31
</TABLE>
