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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

September 30, 2002or

[ ] Transition Report Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934For 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 incorporation or organization)

(I.R.S. Employer Identification)

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 _

 

MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY

(A Tennessee Limited Partnership)

INDEX

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements (Unaudited)

 
 

Consolidated Balance Sheets as of September 30, 2002 and December 31, 2001

3

 

Consolidated Statements of Operations for the three and nine months ended September 30, 2002 and 2001

4

 

Consolidated Statements of Cash Flows for the nine months ended September 30, 2002 and 2001

5

 

Notes to Consolidated Financial Statements for the three and nine months ended September 30, 2002 and 2001

6

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

7

Item 4 Disclosure control and procedures

8

   

PART II. OTHER INFORMATION

 

Item 6. Exhibits and reports on Form 8-K

8

Signatures

12

 

 

 

 

 

 

MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY

(A Limited Partnership)

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

September 30, 2002

December 31, 2001

   
     

ASSETS

   
     

Cash

$156,713

$220,664

Restricted cash

39,752

58,252

Land and improvements held for sale

363,395

363,395

Total assets

$559,860

$642,311

     

LIABILITIES AND PARTNERS' EQUITY

   
     
     

Accounts payable

$9,835

$5,000

Property tax payable

22,575

30,098

State taxes payable

2,197

2,037

Minority interest in consolidated joint venture

100

100

     

Total liabilities

34,707

37,235

     

PARTNERS' EQUITY

   
     

Limited partners (7,500 units outstanding)

362,355

417,502

General partners

3,489

3,737

Special limited partners

159,309

183,837

     

Total partners' equity

525,153

605,076

     

Total liabilities and partners' equity

$559,860

$642,311

 

See accompanying notes to consolidated financial statements.

MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY(A Limited Partnership)CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

Three months ended

Nine months ended

 

September 30,

2002

2001

2002

2001

         

REVENUE:

       
         

Miscellaneous

$-

$-

$250

$-

       
         

Total Revenue

-

-

250

-

       
         
         

EXPENSES:

       
         

Property taxes

7,525

9,577

28,039

28,731

Management fees

3,901

3,901

11,703

11,703

Legal and accounting fees

6,945

3,500

33,115

28,349

General and administration expense

250

5,875

2,768

9,752

State taxes

558

509

1,674

1,728

Land maintenance

2,874

21,030

2,874

36,001

Total expenses

22,053

44,392

80,173

116,264

         

Net loss before minority interest

(22,053)

(44,392)

(79,923)

(116,264)

       

Minority Interest

-

-

-

-

         

Net Loss

$(22,053)

(44,392)

(79,923)

(116,264)

         

Net income per limited partner unit

($2.94)

($5.92)

($10.66)

($15.50)

Units outstanding

7,500

7,500

7,500

7,500

 

See accompanying notes to consolidated financial statements

MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY

(A Limited Partnership)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

Nine months ended September 30,

2002

2001

Cash flows from operating activities:

   
     

Net loss

$(79,923)

$(116,264)

Adjustments to reconcile net loss to net cash (used) provided by operating activities:

Decrease in restricted cash

18,500

220,590

Increase (decrease) in accounts payable

4,835

(30,645)

Increase (decrease) in state taxes payable

160

(43,073)

Decrease in property tax payable

(7,523)

(9,676)

   

Net cash (used) provided by operating activities

(63,951)

20,932

     

Net (decrease) increase in cash

(63,951)

20,932

   
     

Cash at beginning of period

220,664

210,167

   

Cash at end of period

$156,713

$231,099

 

 

See accompanying notes to consolidated financial statements.

MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY

(A Limited Partnership)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Three and Nine Months Ended September 30, 2002 and 2001

(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 accounting principles generally accepted in the United States of America. 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, 2001. 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 nine-month period ended September 30, 2002 may not be indicative of the results that may be expected for the year ending December 31, 2002.

 

B. RELATED PARTY TRANSACTIONS

The general partners and its affiliates have been  actively involved in managing the Partnership's operations.  Compensation earned for these services were as follows:

 

Three months ended September 30,

Nine months ended September 30,

 

2002

2001

2002

2001

Management fees

$3,901

$3,901

$11,703

$11,703

Accounting fees

3,695

500

23,615

13,000

Development fees

-

-

-

5,000

C. COMPREHENSIVE INCOME

During the three and nine-month periods ended September 30, 2002 and 2001, the Partnership had no components of other comprehensive loss. Accordingly, comprehensive loss for each of the  periods was the same as net loss.

D. IMPAIRMENT

Effective January 1, 2002, the Partnership adopted the Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standard (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets and requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Land and improvements held for sale are reported at the lower of the carrying value or estimated fair value less estimated costs to sell (Fair Value). To determine the Fair Value, management estimates the future discounted net cash flows using a discount rate commensurate with the risk associated with the property. If this land is considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated Fair Value. In herent in the calculation of future discounted net cash flows are certain significant management judgments and estimates including, among others, liquidation period, discount rate, selling price, and costs to sell, which significantly impact the estimated Fair Value. The adoption of SFAS No. 144 did not have an impact on the Partnership's financial condition or results of operations.

Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

RESULTS OF OPERATIONS FOR THE QUARTER ENDED SEPTEMBER 30, 2002

There were no land sales during the first nine months of 2002. The Registrant has 7 acres available for sale.  Expenses of the Registrant are comparable with prior quarters except for the following. Land maintenance and general and administrative expenses in 2001 are higher in prior periods due to road repairs and associated engineering costs.

FINANCIAL CONDITION AND LIQUIDITY

As of October 31, 2002, the Registrant had an operating cash balance of $123,645 that the general partners believe will sufficiently cover operating expenses through December 31, 2002.


Critical Accounting Policies

Land and improvements held for sale are reported at the lower of the carrying value or estimated fair value less estimated costs to sell (Fair Value). To determine the Fair Value, management estimates the future discounted net cash flows using a discount rate commensurate with the risk associated with the property. If this land is considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated Fair Value. Inherent in the calculation of future discounted net cash flows are certain significant management judgments and estimates including, among others, liquidation period, discount rate, selling price, and costs to sell, which significantly impact the estimated Fair Value.

Contractual Obligations and Commitments

At September 30, 2002, the Partnership has no capital lease obligations, operating leases, unconditional purchase obligations or other long term obligations. The Partnership does not enter into derivative transactions. Further, the Partnership does not have lines of credit, guarantees, or other commercial commitments. At September 30, 2002 and December 31, 2001, the Partnership had restricted cash balances of $39,752 and $58,252, respectively, to be used to fund property improvements, consisting of road and utility work, and property taxes. The restricted cash secures a letter of credit in the same amount to ensure that the required developments are made. The Partnership may borrow from the general partners in order to meet cash flow needs and may have amounts payable to the general partners for management fees or other services. At September 30, 2002 and December 31, 2001, the Partnership had no borrowings from the general partners. Transactions with the general partners and affilia tes are discussed in footnote B to the consolidated financial statements.

Item 4. DISCLOSURE CONTROL AND PROCEDURES

As of October 31, 2002, under the supervision and with the participation of the president and treasurer of 222 Partners, Inc., the corporate general partner of the registrant, who serve as the Partnership's chief executive officer and the chief financial officer, management has evaluated the effectiveness of the design and operation of the Partnership's disclosure controls and procedures. Based on that evaluation, the president and treasurer concluded that the Partnership's disclosure controls and procedures were effective as of October 31, 2002. There were no significant changes in the Partnership's internal controls or in the other factors that could significantly affect those controls subsequent to the date of the evaluation.

PART II. OTHER INFORMATION

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

 

(a) Exhibits

Exhibit

Number Description

 

99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Steven D. Ezell, the Chief Executive Officer of Moore's Lane Properties, Ltd. on November 14, 2002.

99.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Michael A. Hartley, the Chief Financial Officer of Moore's Lane Properties, Ltd. on November 14, 2002.

99.3 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Steven D. Ezell, the Chief Executive Officer of Moore's Lane Properties, Ltd. on November 14, 2002.

.

99.4 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Michael A. Hartley, the Chief Financial Officer of Moore's Lane Properties, Ltd. on November 14, 2002.

(b) No 8-K's have been filed during this quarter.

 

 

 

MOORE'S LANE PROPERTIES, LTD.

Exhibit 99.1

CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Report of Moore's Lane Properties, Ltd., on Form 10-Q for the quarter ended September 30, 2002, as filed with the Securities and Exchange Commission on the date hereof, I, Steven D. Ezell, serving as the chief executive officer of Moore's Lane Properties, Ltd., certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that:

    1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
    2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

MOORE'S LANE PROPERTIES, LTD.

 

By:

222 PARTNERS, INC.

 
   

General Partner

 

Date: November 14, 2002

 

By

:/s/ Steven D. Ezell

     

President

Exhibit 99.2

CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Report of Moore's Lane Properties, LTD. on Form 10-Q for the quarter ended September 30, 2002, as filed with the Securities and Exchange Commission on the date hereof I, Michael A. Hartley, serving as the chief financial officer of Moore's Lane Properties, Ltd, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that:

    1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
    2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

MOORE'S LANE PROPERTIES, LTD.

 

By:

222 PARTNERS, INC.

 
   

General Partner

 

Date: November 14, 2002

 

By

:/s/ Michael A. Hartley

     

Secretary/Treasurer

 

MOORE'S LANE PROPERTIES, LTD.

Exhibit 99.3

CERTIFICATION PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002.

CERTIFICATE OF CHIEF EXECUTIVE OFFICER

I, Steven D. Ezell, certify that:

  1. I have reviewed this quarterly report on Form 10-Q of Moore's Lane Properties, Ltd.
  2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
  3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
  4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and15d-14) for the registrant and we have;
    1. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
    2. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
    3. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
  1. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function);
    1. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
    2. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
  1. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses

 

MOORE'S LANE PROPERTIES, LTD.

 

By:

222 PARTNERS, INC.

 
   

General Partner

 

Date: November 14, 2002

 

By

:/s/ Steven D. Ezell

     

President

MOORE'S LANE PROPERTIES, LTD.

Exhibit 99.4

CERTIFICATION PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002.

CERTIFICATE OF CHIEF FINANCIAL OFFICER

 

I, Michael A. Hartley, certify that:

  1. I have reviewed this quarterly report on Form 10-Q of Moore's Lane Properties, Ltd.
  2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
  3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
  4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and15d-14) for the registrant and we have;
    1. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
    2. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
    3. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
  1. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function);
    1. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
    2. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
  1. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses

 

MOORE'S LANE PROPERTIES, LTD.

 

By:

222 PARTNERS, INC.

 
   

General Partner

 

Date: November 14, 2002

 

By

:/s/ Michael A. Hartley

     

Secretary/Treasurer

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: November 14, 2002

 

By

:/s/ Steven D. Ezell

     

President

Date: November 14, 2002

 

By

:/s/ Michael A. Hartley

     

Secretary/Treasurer