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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, 2003

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 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 _

 

 

 

PART I. FINANCIAL INFORMATION

MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Tennessee Limited Partnership)

FINANCIAL STATEMENTS
(Unaudited)

INDEX

 

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements (Unaudited)

 
 

Consolidated Balance Sheets as of June 30, 2003 and December 31, 2002

3

 

Consolidated Statements of Operations for the six months and three months ended June 30, 2003 and 2002

4

 

Consolidated Statements of Cash Flows for the six months ended June 30, 2003 and 2002

5

 

Notes to Consolidated Financial Statements for the six months ended June 30, 2003 and 2002

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

 

 

June 30, 2003

December, 31, 2002

   
     

ASSETS

   
     

Cash

$105,344

$157,608

Restricted cash

21,502

32,252

Land and improvements held for investment

363,394

363,395

Total assets

$490,240

$553,255

     

LIABILITIES AND PARTNERS' EQUITY

   
     
     

Accounts payable

$9,809

$3,500

Payable to a related party

--

$12,780

Property tax payable

17,782

30,100

State taxes payable

1,407

2,756

Minority interest in consolidated joint venture

100

100

     

Total liabilities

29,098

49,236

     

PARTNERS' EQUITY

   
     

Limited partners (7,500 units outstanding)

236,286

347,773

General partners

4,136

3,423

Special limited partners

220,720

152,823

     

Total partners' equity

461,142

504,019

     

Total liabilities and partners' equity

$490,240

$553,255

 

 

 

 

 

 

 

MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY

(A Limited Partnership)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

Three months ended June 30,

Six months ended June 30,

2003

2002

2003

2002

         

Revenue:

       
         

Miscellaneous

$-

$250

$-

$250

       
         

Total Revenue

-

250

-

250

       
         
         

Expenses:

       
         

Property taxes

8,886

7,525

23,217

20,514

Management fees

3,901

3,901

7,802

7,802

Legal and accounting fees

4,035

22,420

7,285

26,170

General and administration expense

2,426

1,462

4,573

2,518

State taxes

-

557

-

1,116

Total expenses

19,248

35,865

42,877

58,120

         

Net loss before minority interest

(19,248)

(35,615)

(42,877)

(57,870)

       

Minority Interest

-

-

-

-

         

Net Loss

(19,248)

(35,615)

(42,877)

(57,870)

         

Net income per limited partner unit

(2.57)

(4.75)

(5.72)

(7.72)

Units outstanding

7,500

7,500

7,500

7,500

 

 

 

MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY

(A Limited Partnership)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

Six months ended June 30,

2003

2002

Cash flows from operating activities:

   
     

Net loss

$(42,877)

$(57,870)

Adjustments to reconcile net loss to net cash from operating activities:

Decrease in restricted cash

10,750

-

Increase (Decrease) in accounts payable and accrued expenses

6,309

8,390

Increase in state taxes payable

(1,348)

(398)

Increase in payable to related party

(12,780)

-

Increase (Decrease) in property tax payable

(12,318)

(15,048)

   

Net cash from operating activities

(52,264)

(64,926)

     

Net increase (decrease) in cash

(52,264)

(64,926)

     

Cash at beginning of period

157,608

220,664

   

Cash at end of period

$105,344

$155,738

     
     

 

MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY

(A Limited Partnership)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Six months Ended June 30, 2003and 2002

(Unaudited)

A. BUSINESS DESCRIPTION

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 the Partnership 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 objective, as a consolidated entity with the Joint Venture, is to sell certain undeveloped real property located in Franklin, Williamson County, Tennessee (the "Property") and distribute to the limited partners, a return of capital from the net proceeds of the sales.

B. 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, 2002. 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, 2003 may not be indicative of the results that may be expected for the year ending December 31, 2003.

C. RELATED PARTY TRANSACTIONS

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

 

Six months ended June 30,

 

2003

2002

Management fees

$7,802

$7,802

Accounting fees

12,971

13,530

D. COMPREHENSIVE INCOME

During the six-month periods ended June 30, 2003, and 2002, the Partnership had no components of other comprehensive loss. Accordingly, comprehensive loss for each of the periods was the same as net loss.

 

MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY

(A Limited Partnership)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Six months Ended June 30, 2003and 2002

(Unaudited)

E. 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.

 

F. SUBSEQUENT EVENT

On July 8, 2003, the Registrant sold 5 acres of land for gross proceeds of $1.5 million. Of the proceeds, approximately $1.3 million was distributed to the partners. The Registrant has 2 acres left for sale.  

 

Item 2: Management's discussion and analysis of financial condition and results of operations

 

RESULTS OF OPERATIONS FOR THE QUARTER ENDED JUNE 30, 2003.

There were no land sales during the first six months of 2003 and 2002. On July 8, 2003, the Registrant sold 5 acres for gross proceeds of $1.5 million. Of the proceeds, approximately $1.3 million was distributed to the partners. The Registrant has 2 acres left for sale.  Expenses of the Registrant are comparable with prior quarters except for the following. Legal and accounting fees are lower due to a change in principal accountants.

FINANCIAL CONDITION AND LIQUIDITY

As of July 31, 2003 the Registrant had an operating cash balance of $79,903 that the General Partner believes will sufficiently cover operating expenses for the next year.


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 June 30, 2003, 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 June 30, 2003 and December 31, 2002, the Partnership has restricted cash balances of $21,502 and $32,252, 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 were made. The Partnership may borrow from the General Partner in order to meet cash flow needs and may have amounts payable to the General Partner for management fees or other services. At June 30, 2003 and December 31, 2002, the Partnership had no borrowings from the General Partner. Transactions with the General Partner and affiliates are discussed in footnote B to the financial statements.

 

 

PART II. OTHER INFORMATION

Item 4. DISCLOSURE CONTROL AND PROCEDURES

As of July 31, 2003, 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 July 31, 2003. 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.

 

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

Exhibit

Number Description

31.1 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 August 14, 2003.

31.2 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 August 14, 2003.

32.1 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 August 14, 2003.

32.2 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 August 14, 2003.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K (continued)

 

  1. Form 8-K filed on April 17, 2003 states a change in the Registrant's accounting firm. In a letter dated April 4 2003 and received by the Registrant on April 10, 2003, KPMG LLP ("KPMG") declined to stand for re-election as independent public accountants for the Registrant.

The audit reports issued by KPMG on the consolidated financial statements of the Registrant as of and for the years ended December 31, 2002 and December 31, 2001, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified, as to uncertainty, audit scope or accounting principles.

During the two most recent fiscal years ended December 31, 2002 and December 31, 2001, and the subsequent interim period from January 1, 2003 through April 4 2003, there have been no disagreements between the Registrant and KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference to the subject matter thereof in its report on the Registrant's consolidated financial statements for such periods.

During the two most recent fiscal years and through April 4 2003, there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

The Registrant requested KPMG to furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of such letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.

The Registrant has appointed Crowe Chizek and Company LLC as its new independent public accountants effective as of April 17 2003. The selection of Crowe Chizek and Company LLC was approved by the Board of Directors of the General Partner of the Registrant on April 17 2003. During the fiscal years ended December 31, 2002 and December 31, 2001 and through April 17, 2003, the Registrant has not consulted Crowe Chizek and Company LLC regarding any matters described in, and required to be disclosed pursuant to, Item 304(a)(2)(i) and (ii) of Regulation S-K.

MOORE'S LANE PROPERTIES, LTD.

Exhibit 31.1

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 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 report;
  3. Based on my knowledge, the financial statements, and other financial information included in this 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 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-145(e) and15d-145(e)) for the registrant and have;
    1. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
    2. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
    3. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect the registrant's internal control over financial reporting; and
  1. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, 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 and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; 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 over financial reporting;

 

MOORE'S LANE PROPERTIES, LTD.

 

By:

222 PARTNERS, INC.

 
   

General Partner

 

Date: August 14, 2003

 

By

:/s/ Steven D. Ezell

     

President

MOORE'S LANE PROPERTIES, LTD.

Exhibit 31.2

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 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 report;
  3. Based on my knowledge, the financial statements, and other financial information included in this 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 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-145(e) and15d-145(e)) for the registrant and we have;
    1. Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision 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 report is being prepared;
    2. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of this period covered by this report based on such evaluation; and
    3. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter ( the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the registrant's internal control over financial reporting; and
  1. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, 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 and material weaknesses in the design or operation of internal controls over financial reporting which are reasonable likely to adversely affect the registrant's ability to record, process, summarize and report financial information; 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 over financial reporting.

 

MOORE'S LANE PROPERTIES, LTD.

 

By:

222 PARTNERS, INC.

 
   

General Partner

 

Date: August 14, 2003

 

By

:/s/ Michael A. Hartley

     

Secretary/Treasurer

MOORE'S LANE PROPERTIES, LTD.

Exhibit 32.1

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 June 30, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Steven D. Ezell, serving as the chief executive officer of Moore's Lane Properties, Ltd., certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 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: August 14, 2003

 

By

:/s/ Steven D. Ezell

     

President

Exhibit 32.2

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 June 30, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael A. Hartley, serving as the chief financial officer of Moore's Lane Properties, Ltd, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 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: August 14, 2003

 

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: August 14, 2003

By: Steven D. Ezell

 

President

Date: August 14, 2003

By: Michael A. Hartley

 

Secretary/Treasurer