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 |
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Item 1. Financial Statements (Unaudited) |
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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 |
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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 |
|
|
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ASSETS |
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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 |
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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 |
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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, |
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|
2003 |
2002 |
2003 |
2002 |
Revenue: |
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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) |
|
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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, |
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|
2003 |
2002 |
Cash flows from operating activities: |
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Net loss |
$(42,877) |
$(57,870) |
Adjustments to reconcile net loss to net cash from operating activities: |
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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) |
|
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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 |
|
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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, |
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2003 |
2002 |
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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.
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)
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:
MOORE'S LANE PROPERTIES, LTD. |
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By: |
222 PARTNERS, INC. |
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General Partner |
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Date: August 14, 2003 |
By |
:/s/ Steven D. Ezell |
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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:
MOORE'S LANE PROPERTIES, LTD. |
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By: |
222 PARTNERS, INC. |
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General Partner |
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Date: August 14, 2003 |
By |
:/s/ Michael A. Hartley |
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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:
MOORE'S LANE PROPERTIES, LTD. |
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By: |
222 PARTNERS, INC. |
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General Partner |
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Date: August 14, 2003 |
By |
:/s/ Steven D. Ezell |
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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:
MOORE'S LANE PROPERTIES, LTD. |
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By: |
222 PARTNERS, INC. |
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General Partner |
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Date: August 14, 2003 |
By |
:/s/ Michael A. Hartley |
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Secretary/Treasurer |
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. |
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By: 222 PARTNERS, INC. |
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General Partner |
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Date: August 14, 2003 |
By: Steven D. Ezell |
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President |
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Date: August 14, 2003 |
By: Michael A. Hartley |
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Secretary/Treasurer |