-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fi47K1NNiB7dbK7smtDzPvTNOHTM75FlSFLBGVrxJSRXHNag4N9MOuynLnRPE50O OpOXdQn2n1cdCNZ6SLmdvQ== 0000918695-96-000009.txt : 19960401 0000918695-96-000009.hdr.sgml : 19960401 ACCESSION NUMBER: 0000918695-96-000009 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960329 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOORES LANE PROPERTIES LTD CENTRAL INDEX KEY: 0000790609 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 621271931 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 033-03955 FILM NUMBER: 96541012 BUSINESS ADDRESS: STREET 1: 4400 HARDING RD STREET 2: STE 500 CITY: NASHVILLE STATE: TN ZIP: 37205 BUSINESS PHONE: 6152921040 MAIL ADDRESS: STREET 1: 4400 HARDING RD STREET 2: STE 500 CITY: NASHVILLE STATE: TN ZIP: 37205 10-K405 1 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) ofthe Securities Exchange Act of 1934 [Fee Required] For the fiscal year ended December 31, 1995 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 sales price of the Units of Limited Partnership Interest to non-affiliates was $7,500,000 as of February 29, 1996. 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 Partners of Registrant are W. Gerald Ezell and 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, 1995, the Joint Venture owned approximately 61 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 majority of the Property development work was completed in 1991. This work included construction of the Cool Springs Interchange and Mallory Lane north of Cool Springs Boulevard. Mallory Lane North was relocated and improved from a two lane to a four-lane boulevard. South Springs Drive, which runs through the property, was constructed as a four-lane boulevard. During 1995, the General Partner began a new phase of development on the Property. This development, which was initiated by a sale in December 1995, includes (i) finishing Mallory Station Road through the Property with utilities and (ii) constructing two detention ponds. This development is expected to cost approximately $700,000, of which $358,000 was retained from the December sale. Competition: The Cool Springs Corporate and Retail Center is in various stages of development and is being developed for 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 intersection, one mile north of the Cool Springs 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. An affiliate of the General Partner owns 65 acres in the immediate vicinity of the Property and therefore may have objectives similar to those of the Registrant. As a result, the Registrant is likely to be in competition for potential buyers of the Property with this affiliate. The General Partner believes that potential purchasers will survey all available property in making their decision, and their choice of location is generally made without regard to the ownership of the land. 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 Partner. Item 2. Properties As of December 31, 1995, the Joint Venture of which the Registrant has a controlling interest owned 61 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 February 29, 1996, there were 565 holders of record of the 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, 1995 1994 1993 1992 1991 Total Income $1,437,479 $ 258,112 $ 902,322 $ 664,567 $ 560,651 Net Income 1,364,037 131,947 786,068 126,319 608,072 Net Income Per Unit 181.87 17.59 104.81 16.84 81.08 Total Assets 2,964,702 3,469,752 3,593,804 4,255,290 4,415,067 Notes Payable - 0 - 175,000 500,251 982,125 1,200,000 Cash Distributions 220 - 0 - -0- -0- -0- per unit Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations 1995 Sales In February, the Registrant sold approximately 2.2 acres for approximately $682,000 in gross proceeds to a medical office user. In March, 3.3 acres were sold to a hotel developer for approximately $1,071,000. In November, 2.2 acres were sold to another hotel developer for approximately $583,000. In December, 6.8 acres were sold to a manufacturer for $445,000. From these sale proceeds, $1,650,000 was distributed to the partners, the $175,000 Note payable - private was retired and the remaining proceeds were retained for development and operating expenses. 1994 Sales The Registrant sold approximately two acres for $428,000 to Saturn Corporation, who was expanding their original site purchased from the Registrant in 1992. Proceeds were used to reduce the Note Payable-Private. 1993 Sales The Registrant sold 7.72 acres for $1,200,000 and reduced a $722,591 development obligation to a purchaser by transferring title to 1.7 acres. Sale proceeds were used to retire the Note payable to bank, to pay property taxes, and to fund certain site improvement on the sale site. The remaining proceeds were reserved to meet future operational needs. Operations Although there has been some variance between accounts, overall operations of the Registrant have not fluctuated significantly, except for the change in sales explained by the number of acres sold (14.5, 2 and 9.42 in 1995, 1994 and 1993, respectively). Interest expense has declined through the years due to lower principal balances. Property tax payments have declined through the years due to reductions in land. The 1994 property tax expense included a $6,000 credit received from a 1993 sale. The increase in 1994 architect and engineering fees is due to the fees incurred in preparation for the car dealership sale in 1994 and the two 1995 sales. Financial Condition Development During 1995, the General Partner began a new phase of development on the Property. This development was initiated by the sale to the manufacturer in 1995 but also benefits the surrounding area. This development includes finishing Mallory Station Road through the Property with utilities and constructing two detention ponds. This development is expected to costs approximately $700,000, of which $358,000 was retained from the sale in December 1995. The General Partner expects to fund the remaining development costs with proceeds from future sales. Liquidity & Capital Resources As of February 29, 1996, the Registrant has cash of approximately $60,000, which the General Partner believes is sufficient to meet operating needs for 1996. Throughout 1995, W. Gerald Ezell, the Registrant's general partner, continued to operate under Chapter 11 of the United States Bankruptcy Code. The Bankruptcy court has approved Mr. Ezell's plan to liquidate his assets and satisfy his creditors. The plan includes the sale of Mr. Ezell's partnership interests, including his general partnership interest in the Registrant. In accordance with the partnership agreement, Mr. Ezell can sell his interest in profits, losses and distributions, but the purchaser does not assume his responsibilities as Managing General Partner. Therefore, upon the sale of Mr. Ezell's partnership interest, the general partner's interest will be converted into a special limited partner interest and his general partner responsibilities will be transferred to the remaining general partner. In March 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 121 Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed of (Statement 121). It requires that long-lived assets that are to be disposed of be reported at the lower of carrying amount or fair value less costs to sell. If quoted prices are not available, the estimated fair value is determined using the best information available. After implementation, any material impairments must be recorded to reflect an excess of the carrying amount over the estimated fair value. Statement 121 is applicable for fiscal years beginning after December 15, 1995, and it will be implemented by the Registrant effective January 1, 1996. Implementation of Statement 121 is not expected to have a material impact on the financial statements of the Registrant. Item 8. Financial Statement 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 Disclosures None. PART III Item 10. Directors and Executive Officers of the Registrant Registrant does not have any directors or officers. W. Gerald Ezell and 222 Partners, Inc. are the General Partners of the Registrant and as such have general responsibility and ultimate authority in matters affecting Registrant's business. The general partners are as follows: W. Gerald Ezell W. Gerald Ezell, age 65, is the Managing General Partner of the Partnership. 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. Throughout 1995, W. Gerald Ezell continued to operate under Chapter 11 of the United States Bankruptcy Code. The Bankruptcy court has approved Mr. Ezell's plan to liquidate his assets and satisfy his creditors. The plan includes the sale of Mr. Ezell's partnership interests, including his general partnership interest in the Registrant. In accordance with the partnership agreement, Mr. Ezell can sell his interest in profits, losses and distributions but the purchaser does not assume his responsibilities as Managing General Partner. Upon sale of Mr. Ezell's partnership interest, the general partner's interest will be converted into a special limited partner interest and his general partner responsibilities will be transferred to the remaining general partner. 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 43, 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 36, 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. Item 11. Executive Compensation During 1995, the Registrant was not required to and did not pay remuneration to any partners of the General Partner or any affiliates, except as set forth in Item 13 of this report, "Certain Relationships and Related Transactions." The General Partner does participate in the Profits, Losses, and Distributions of the Partnership as set forth in the Partnership Agreement. Item 12. Security Ownership of Certain Beneficial Owners and Management As of February 29, 1996, 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, 1995, earned or received compensation or payments for services from the Registrant in excess of $60,000. 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 Earnings F-3 Consolidated Statements of Changes in Partners' Equity F-4 Consolidated Statements of Cash Flows F-5 Notes to Consolidated Financial Statements F-7 (2) Financial Statement Schedule Independent Auditors's Report on Schedule S-1 Schedule XI - 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 1995. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. DATE: March 29, 1996 By: /s/W.Gerald Ezell W. Gerald Ezell General Partner By: 222 Partners, Inc. General Partner DATE: March 29, 1996 By:/s/ Steven D. Ezell Steven D. Ezell President and Director DATE: March 29, 1996 By:/s/ Michael A. Hartley Michael A. Hartley Vice President and Director SIGNATURES (Cont'd.) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. MOORE'S LANE PROPERTIES, LTD. DATE: March 29, 1996 By:/s/W. Gerald Ezell W. Gerald Ezell General Partner By:222 Partners, Inc. General Partner DATE: March 29, 1996 By:/s/ Steven D. Ezell Steven D. Ezell President and Director DATE: March 29, 1996 By:/s/ Michael A. Hartley 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, 1995 and 1994, and the related consolidated statements of earnings, partners' equity, and cash flows for each of the years in the three-year period ended December 31, 1995. 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, 1995 and 1994, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 1995, in conformity with generally accepted accounting principles. As discussed in Note 9, the Partnership adopted in 1995 the provisions of Statement of Financial Accounting Standards No. 107, Disclosures about Fair Value of Financial Instruments. KPMG Peat Marwick LLP Nashville, Tennessee January 19, 1996 F-1 MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY (A Limited Partnership) Consolidated Balance Sheets December 31, 1995 and 1994
Assets 1995 1994 ______ ____ ____ Cash and cash equivalents $ 156,971 72,022 Restricted cash (note 2) 358,320 - Land held for investment (notes 5 and 6) 2,448,411 3,384,976 Other assets 1,000 12,754 ________ ________ Total assets $ 2,964,702 3,469,752 ========= ========= Liabilities and Partners' Equity ___________________________ Note payable (note 6) - 175,000 Accounts payable and accrued expenses 55,767 84,796 Accrued interest payable - 8,723 Minority interest in joint venture (note 3) 100 100 ________ ________ Total liabilities 55,867 268,619 Partners' equity 2,908,835 3,201,133 ________ ________ Commitments and contingencies (notes 4, 6, and 7) Total liabilities and partners' equity $ 2,964,702 3,469,752 ======== ========
[FN] See accompanying notes to financial statements. F-2 MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY (A Limited Partnership) Consolidated Statements of Earnings Years ended December 31, 1995, 1994 and 1993
1995 1994 1993 ____ ____ ____ Income: Sales proceeds $2,781,178 428,357 1,922,591 Cost of land sold (1,064,918) (137,078) (912,470) Selling expenses (note 4) (288,089) (44,907) (114,146) ________ _______ _______ Gain on sale of land 1,428,171 246,372 895,975 Interest 9,308 3,340 3,493 Miscellaneous - 8,400 2,854 ________ _______ _______ Total income 1,437,479 258,112 902,322 Expenses: Interest 3,028 41,936 34,584 Property taxes 14,030 7,999 30,295 Partnership and property management fee (note 4) 15,604 15,604 15,604 Legal and accounting (note 4) 17,981 16,629 17,095 General and administrative 9,554 2,965 12,986 Architect and engineering fees 1,491 41,032 5,690 Amortization expense 11,754 - - ________ _______ _______ Total expenses 73,442 126,165 116,254 -------- -------- ------- Net earnings $ 1,364,037 131,947 786,068 ========= ======== ======= Net earnings per unit $ 181.87 17.59 104.81 ====== ===== ====== See accompanying notes to financial statements.
F-3 MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY (A Limited Partnership) Consolidated Statements of Partners' Equity Years ended December 31, 1995, 1994 and 1993
Limited General partners partner Total ______ ______ ____ Partners equity, December 31, 1992 $ 2,283,093 25 2,283,118 Net earnings 786,068 - 786,068 ________ ____ ________ Partners equity, December 31, 1993 3,069,161 25 3,069,186 Net earnings 131,947 - 131,947 ________ ____ ________ Partners equity, December 31, 1994 3,201,108 25 3,201,133 Net earnings 1,357,727 6,310 1,364,037 Distributions (1,650,000) (6,335) (1,656,335) (note 9) ________ ____ ________ Partners equity, December 31, 1995 $ 2,908,835 - 2,908,835 ========== ======= ========== See accompanying notes to financial statements.
F-4 MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY (A Limited Partnership) Consolidated Statements of Cash Flows Years ended December 31, 1995, 1994 and 1993
1995 1994 1993 Cash flows from operating activities: Net earnings $ 1,364,037 131,947 786,068 Adjustments to reconcile net earnings to net cash provided by operating activities: (Increase) decrease in escrow deposits (358,320) 10,491 (3,120) Cost of land sold, net of noncash transaction 1,064,918 137,078 89,879 Cost of land improvements, net (128,353) (44,855) (157,040) Decrease (increase) in other assets 11,754 (12,754) - Decrease (increase) in accounts payable and accrued expenses, net of noncash transaction (29,029) 60,529 (37,277) Decrease (increase) in accrued interest payable (8,723) 8,723 (5,812) ________ ________ ________ Total adjustments 552,247 159,212 (113,370) -------- -------- -------- Net cash provided by operating activities 1,916,284 291,159 672,698 -------- -------- -------- Cash flows from financing activities: Loan proceeds - 525,000 - Principal payments on note payable - other - (100,000) - Principal payments on note payable - private (175,000) (350,000) - Principal payments on note payable - bank - (400,251) (581,874) Distributions to partners (1,656,335) - - ________ ________ ________ Net cash used by financing activities (1,831,335) (325,251) (581,874) ________ ________ ________ See accompanying notes to financial statements.
F-5 MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY (A Limited Partnership) Consolidated Statements of Cash Flows, Continued Years ended December 31, 1995, 1994 and 1993
1995 1994 1993 Net (decrease) increase in cash and cash equivalents 84,949 (34,092) 90,824 Cash and cash equivalents at beginning of year 72,022 106,114 15,290 ________ ________ ________ Cash and cash equivalents at end of year $ 156,971 72,022 106,114 ======== ======== ======= Supplemental Disclosures of Cash Flow Information: Cash paid during the year for interest $ 11,751 33,213 40,396 ======= ======== ======= During 1993, land held for investment and a $100,000 note payable were transferred in payment of a $822,591 account payable. See note 7.
F-6 MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY (A Limited Partnership) Notes to Consolidated Financial Statements December 31, 1995 and 1994 (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. The General Partners are W. Gerald Ezell (see note 8) and 222 Partners, Inc. (b) Principles of Consolidation The consolidated financial statements include the accounts of Moore's Lane Properties, Ltd. and the accounts of a majority-owned joint venture. All significant intercompany accounts and transactions have been eliminated. (c) Income Taxes 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. No provision has or will be made for Federal or state income taxes since such taxes are the personal responsibility of the partners. (d) Land Held for Investment Land held for investment is recorded at cost and includes approximately 72 and 93 acres at December 31, 1995 and 1994, respectively. Of these amounts, management believes that 61 and 76 acres are sellable at December 31, 1995 and 1994, respectively. Land costs include amounts to acquire and hold land, including interest and property taxes during the development period. Costs to hold land, including insurance and property taxes are charged to expense once development is substantially complete. Land improvement costs include development costs expended subsequent to the acquisition of the tract. (Continued) F-6 MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY (A Limited Partnership) Notes to Consolidated Financial Statements (e) Revenue Recognition Sales are recorded at the time of closing. A portion of sales proceeds is deferred if additional construction is required and is recognized on the percentage of completion method as the construction is completed. (f) Partnership Allocations Net earnings, losses, and distributions of cash flow of the Partnership are allocated among the limited partners and general partners, in accordance with the agreement of the limited partnership. (g) 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. (h) Estimates Management of the Partnership has made estimates and assumptions to prepare these financial statements. Actual results could differ from those estimates. (2) Restricted Cash At December 31, 1995, the Partnership has restricted cash balances of $358,320 to be used to fund property improvements, consisting of road and utility work, and property taxes. (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. (Continued) MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY (A Limited Partnership) Notes to Consolidated Financial Statements 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 Partner and its affiliates have been actively involved in managing the property. Affiliates of the General Partner receive fees and commissions as consideration for performing certain services. Expenses incurred for these services during 1995, 1994 and 1993 are as follows:
1995 1994 1993 Commission expense to minority interest holder $ 159,535 34,269 60,000 Accounting fees 2,000 2,000 2,250 Partnership and property management fee 15,604 15,604 15,604
(5) Land Held for Investment The components of land held for investment at December 31, are as follows:
1995 1994 ____ ____ Land and carrying costs $ 6,394,420 6,394,420 Land improvements 3,019,505 2,891,152 Cumulative cost of land and improvements sold (6,965,514) (5,900,596) ________ ________ $ 2,448,411 3,384,976 ======== ========
Aggregate cost for federal income tax purposes for this property was $2,673,705 and $3,634,383 at December 31, 1995 and 1994, respectively. (Continued) MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY (A Limited Partnership) Notes to Consolidated Financial Statements (6) Note Payable On April 28, 1994, the Partnership entered into a $825,000 term loan agreement with a private lending source. At December 31, 1994, the balance outstanding was $175,000 which was paid in full in 1995. The note accrues simple interest at an annual rate of 4% over a local bank's prime lending rate (12.5% at December 31, 1994). The note is secured by a mortgage on the land held for investment. Semi-annual interest payments are due on April 28 and October 28. The note matures on April 28, 1996. At December 31, 1995, the Partnership can make additional draws under the loan agreement in the amount of $300,000. In addition, the term loan agreement entitles the lender to receive a profit participation equal to 25% of profits, as defined in the loan agreement. At December 31, 1995, the Partnership has accrued $4,594 under this agreement. (7) Note Payable - Other On February 3, 1993, the Joint Venture conveyed to a purchaser approximately 1.7 acres of land held for investment. Such conveyance satisfied $722,591 of amounts due to the purchaser of $856,530 for infrastructure improvements. In addition to the conveyance of land, the consideration included a cash payment of $33,939 and the issuance of a note payable to the purchaser of $100,000. The note payable was due on February 3, 1995, and had no stated rate of interest. The note was secured by a deed of trust on certain of the Joint Venture's property. On May 3, 1994, the note was retired in full with proceeds from the note payable discussed in note 6. MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY (A Limited Partnership) Notes to Consolidated Financial Statements (8) General Partner Bankruptcy On February 25, 1991, W. Gerald Ezell, a general partner of the Partnership, elected to file for reorganization under Chapter 11 of the United States Bankruptcy Code. This election is designed to allow Mr. Ezell to satisfy his personal creditors in an orderly manner. The filing has no impact on the legal standing of the Partnership. Mr. Ezell has retained his role as an active general partner and continues to fulfill his general partner responsibilities. (9) Distributions For the year ended December 31, 1995, the Partnership made a distribution of $1,656,335. Of this amount, $1,650,000 ($220 per unit) was allocated to the limited partners and $6,335 was allocated to the general partner. There were no distributions in 1994 or 1993. (10) Fair Value of Financial Instruments At December 31, 1995, the Partnership had financial instruments including cash and cash equivalents of $156,971,restricted cash of $358,320, and accrued liabilities of $55,767. The carrying amounts of cash and cash equivalents, restricted cash, and accrued liabilities approximate fair value because of the short maturity of those financial instruments. Independent Auditors' Report __________________________ The Partners Moore's Lane Properties, Ltd.: Under date of January 19, 1996, we reported on the consolidated balance sheets of Moore's Lane Properties, Ltd. and subsidiary as of December 31, 1995 and 1994, and the related consolidated statements of earnings, partners' equity, and cash flows for each of the years in the three-year period ended December 31, 1995. The consolidated financial statements and our reports 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 as listed in the accompanying index. 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 Peat Marwick LLP Nashville, Tennessee January 19, 1996 S-1 Schedule XI MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY (A Limited Partnership) Real Estate and Accumulated Depreciation December 31, 1995
Initial cost to Partnership Building and Description Encumbrances Land improvements 72 acres of undeveloped land in Williamson County, Tennessee $ - 5,817,220 -
1995 1994 1993 (1) Balance at beginning $3,384,976 3,477,199 4,232,629 of Period Additions during period: Improvements 128,353 51,280 146,718 -------- -------- -------- 128,353 51,280 146,718 -------- -------- -------- Deductions during period: Cost of real estate sold 1,064,918 137,078 902,148 Other - reimbursement of impact fees from municipality - 6,425 - -------- -------- -------- 1,064,918 143,503 902,148 -------- -------- -------- Balance at end of period $2,448,411 3,384,976 3,477,199 ========= ========= ========= (2) Aggregate cost for Federal income tax purposes $2,673,705 3,634,383 3,642,836 ========= ========= =========
See accompanying independent auditors' report. S-2 Schedule XI MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY (A Limited Partnership) Real Estate and Accumulated Depreciation December 31, 1995
Cost Gross capitalized subsequent amount at which carried to acquisition at close of period Building & Improve- Carrying improve- Description ments costs Land ments Total 72 acres of undeveloped land in Williamson County, Tennessee 3,019,505 577,200 1,537,546 910,865
Schedule XI MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY (A Limited Partnership) Real Estate and Accumulated Depreciation December 31, 1995
Accumulated Date of Date Description Total depreciation* construction acquired 72 acres of undeveloped land in 2,448,411 - 2/93 12/11/85 Williamson County, Tennessee *Life on which depreciation in latest income statement is computed is not applicable.
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 EX-22 2 Exhibits 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 EX-27 3
5 This schedule contains summary financial information extracted from the consolidated financial statements for the year ended December 31, 1995 and is qualified in its entirety by reference to such financial statements. 12-MOS DEC-31-1995 DEC-31-1995 156,971 0 0 0 0 0 2,448,411 0 2,964,702 55,767 0 0 0 0 2,908,835 2,964,702 2,781,178 1,437,479 1,064,918 1,353,007 73,442 0 3,028 1,364,037 0 1,364,037 0 0 0 1,364,037 181.87 181.87
-----END PRIVACY-ENHANCED MESSAGE-----