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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, 2004

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)

3310 West End Ave, Suite 390 Nashville, Tennessee

37203

(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, 2004 and December 31, 2003

 

Consolidated Statements of Operations for the three and six months ended June 30, 2004 and 2003

 

Consolidated Statements of Cash Flows for the six months ended June 30, 2004 and 2003

 

Notes to Consolidated Financial Statements for the six months ended June 30, 2004 and 2003

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

 

PART II. OTHER INFORMATION

Item 4. Disclosure controls and procedures

Item 6. Exhibits and reports on Form 8-K

Signatures

 

index 

MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY

(A Limited Partnership)

CONSOLIDATED BALANCE SHEETS

 

June 30, 2004

December 31, 2003

ASSETS

 

 

Cash

$580

$63,110

Restricted cash

94,002

96,502

Land and improvements held for investment

122,449

122,449

Total assets

$217,031

$282,061

 

 

 

LIABILITIES AND PARTNERS' EQUITY

 

 

Accounts payable

$2,667

$9,125

Payable to a related party

$33,286

$12,971

Property tax payable

6,253

12,506

State taxes payable

0

38,753

Minority interest in consolidated joint venture

100

100

Total liabilities

42,306

73,455

 

 

 

PARTNERS' EQUITY

 

 

Limited partners (7,500 units outstanding)

91,083

124,964

General partners

2,704

2,704

Special limited partners

80,938

80,938

Total partners' equity

174,725

208,606

 

 

 

Total liabilities and partners' equity

$217,031

$282,061

 

See accompanying notes to consolidated financial statements.

index 

 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,

 

2004

2003

2004

2003

REVENUE:

 

 

 

 

Miscellaneous

$ -

$ -

$ -

$ -

Total Revenue

$ -

$ -

$ -

$ -

 

 

 

 

 

EXPENSES:

 

 

 

 

Property taxes

3,126

8,886

6,253

23,217

Management fees

3,901

3,901

7,802

7,802

Legal and accounting fees

11,683

4,035

18,176

7,285

General and administration expense

(165)

2,426

1,650

4,573

Total expenses

18,545

19,248

33,881

42,877

 

 

 

 

 

Net loss before minority interest

(18,545)

(19,248)

(33,881)

(42,877)

Minority Interest

0

0

0

0

Net Loss

$(18,545)

$(19,248)

$(33,881)

$(42,877)

 

 

 

 

 

Net income per limited partner unit

(2.47)

(2.57)

(4.52)

(5.72)

Units outstanding

7,500

7,500

7,500

7,500

See accompanying notes to consolidated financial statements.

index 

 

MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY

(A Limited Partnership)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

Six months ended June 30,

 

2,004

2,003

Cash flows from operating activities:

 

 

Net loss

$(33,881)

$(42,877)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

Decrease in restricted cash

2,500

10,750

(Decrease) increase in accounts payable

(6,458)

6,309

Decrease in state taxes payable

(38,753)

(1,348)

Increase (decrease) in payable to related party

20,315

(12,780)

Decrease in property tax payable

(6,253)

(12,318)

Net cash from operating activities

(62,530)

(52,264)

 

 

 

Net decrease in cash

(62,530)

(52,264)

Cash at beginning of period

63,110

157,608

Cash at end of period

$580

$105,344

 

See accompanying notes to consolidated financial statements.

index 

 MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY

(A Limited Partnership)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2004 and 2003

(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, 2003. 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, 2004 may not be indicative of the results that may be expected for the year ending December 31, 2004.

B. Related Party Transactions

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

Six months ended June 30,

2004

2003

Management fees

$ 7,802

$ 7,802

Accounting fees

13,495

12,971

C. Comprehensive Income

During the six-month periods ended June 30, 2004, and 2003, the Partnership had no components of other comprehensive loss. Accordingly, comprehensive loss for each of the periods was the same as net loss.

  1. Impairment

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.

index 

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

Results of Operations for the Quarter ended June 30, 2004

There were no land sales during the first six months of 2004 and 2003. At June 30, 2004,the Registrant has 2 acres left for sale. Expenses of the Registrant are comparable with prior quarters, except for the decline in property taxes due to the sale of land in 2003. The increase in legal and accounting fees is due to legal expenses associated with the sale of land in 2003.

Financial Condition and Liquidity

At June 30, 2004, the Partnership had unrestricted cash of $ 580 and liabilities to non-affiliated entities of $ 8,920. The cash is insufficient to fund ongoing operations. At June 30, 2004, the Partnership owns assets with a carrying value of $217,031 and has liabilities of $42,206. If funds are not sufficient in 2004, the General Partner will defer the collection of fees for certain affiliated expenses and will provide advances until cash becomes available.

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, 2004, 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, 2004 and December 31, 2003, the Partnership has restricted cash balances of $94,002 and $96,502 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, 2004 and December 31, 2003, the Partnership had no borrowings from the General Partner. Transactions with the General Partner and affiliates are discussed in Note B to the fina ncial statements.

 index 

PART II. OTHER INFORMATION

Item 4. Disclosure controls and procedures

The Registrant maintains controls and procedures designed to ensure that information required to be disclosed in the reports that the Registrant files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their evaluation of those controls and procedures performed within 90 days of the filing date of this report, the President and Vice president of General Partner of the Registrant concluded that the Registrant's disclosure controls and procedures were adequate.

There have been no significant changes in the Registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

Item 6. Exhibits and reports on Form 8-K

Exhibit

31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Steven D. Ezell, the President of 222 Partners, Inc., the general partner of Moore's Lane Properties, Ltd. on August 16, 2004.

31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Michael A. Hartley, the Vice president of 222 Partners, Inc., the general partner of Moore's Lane Properties, Ltd., on August 16, 2004.

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 President of 222 Partners, Inc., the general partner of Moore's Lane Properties, Ltd. on August 16, 2004.

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 Vice president of 222 Partners, Inc., the general partner of Moore's Lane Properties, Ltd., on August 16, 2004.

b) The Registrant has not filed a Form 8-K during the six-month period ending June 30, 2004.

  index 

 

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-15(e) and15d-15(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 subsidiary, 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 reasonably 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 16, 2004

 

By

:/s/ Steven D. Ezell

 

 

 

President

index 

 

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-15(e) and15d-15(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 subsidiary, 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 reasonably likely to materially affect, the registrant's internal control over financial reporting; and

  5. 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 16, 2004

 

By

:/s/ Michael A. Hartley

 

 

 

Vice President

index 

 

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, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Steven D. Ezell, serving as the President of 222 Partners, Inc., the general partner 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 16, 2004

 

By

:/s/ Steven D. Ezell

 

 

 

President

index 

 

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, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael A. Hartley, serving as the the Vice president of 222 Partners, Inc., the general partner 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 16, 2004

 

By

:/s/ Michael A. Hartley

 

 

 

Vice president

 index 

 

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 16, 2004

By: Steven D. Ezell

 

President

Date: August 16, 2004

By: Michael A. Hartley

 

Vice president