<PAGE>
<PAGE> 1
FORM 10-Q--QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the period ended September 30, 1998
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: 33-5785-A
NASHVILLE LAND FUND, LTD.
(Exact name of Registrant as specified in its charter)
Tennessee 62-1271664
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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 ___
<PAGE>
<PAGE> 2
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
NASHVILLE LAND FUND, LTD.
(A Tennessee Limited Partnership)
FINANCIAL STATEMENTS
For the Three and Nine Months Ended September 30,
1998 and 1997
INDEX
Financial Statements:
Balance Sheets 3
Statements of Operations 4
Statements of Cash Flows 5
Notes to Financial Statements 6
<PAGE>
<PAGE> 3
<TABLE>
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
BALANCE SHEETS
(Unaudited)
<CAPTION>
September 30, December 31,
1998 1997
-------- ------------
<S> <C> <C>
ASSETS
CASH $ 30,154 $ 257,190
RESTRICTED CASH 35,619 22,000
LAND AND IMPROVEMENTS
HELD FOR INVESTMENT 3,275,708 3,925,143
OTHER ASSETS 175 292
--------- ---------
Total Assets $ 3,341,656 $ 4,204,625
========= =========
LIABILITIES AND PARTNERS' EQUITY
ACCOUNTS PAYABLE $ 27,329 $ 12,975
Accounts Payable-Affiliate 11,522 -
______ ______
Total Liabilities 38,851 12,975
PARTNERS' EQUITY:
Limited Partners, 7,500 units
outstanding 3,302,719 4,191,564
Special Limited Partner 4 4
General Partner 82 82
Total Partners' equity 3,302,805 4,191,650
---------- ---------
Total Liabilities &
Partners' Equity $ 3,341,656 $ 4,204,625
========== =========
<FN>
See notes to financial statements.
/TABLE
<PAGE>
<PAGE> 4
<TABLE>
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
Quarter to Date Year to Date
Ending September 30,
-----------------------------------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUE:
Sales of Land and
Improvements $ - $ - $1,015,981 $ -
Cost of Land and
Improvements Sold - - (676,198) -
Selling Expenses - - (104,088) -
Gain on Sales of Land
and Improvements - - 235,695 -
Miscellaneous - - - 758
Interest 607 - 4,897 2,841
Total Revenues 607 - 240,592 3,599
EXPENSES:
Association Fees 23,339 23,339 23,339 23,339
Maintenance 1,272 - 1,277 -
Management Fees 3,500 3,500 10,500 10,500
Legal & Accounting Fees 500 - 15,851 18,393
Admin. Expense 319 965 969 4,806
Property Taxes 27,256 32,685 27,501 32,685
Total Expenses 56,186 60,489 79,437 89,723
NET (LOSS) INCOME $(55,579) $(60,489)$161,155 $(86,124)
<FN>
See notes to financial statements
</TABLE>
<PAGE>
<PAGE> 5
<TABLE>
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Year-to-date
September 30,
---------------------
1998 1997
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $161,155 $(86,124)
Adjustments to reconcile
Net income (loss) to net cash
provided (used)in operating
activities:
Cost of Land and
Improvements Sold 676,198 -
Cost of Land Improvements (26,763) (44,527)
Increase in restricted Cash (13,619) -
Increase in accounts
payable 14,354 223
Increase in accounts
payable-affiliate 11,522 -
Decrease (Increase) in
other assets 117 (17)
Net cash provided (used) in
operating activities 822,964 (130,445)
Cash Flows from financing activities-
Distributions to Partners (1,050,000) -
Net decrease in Cash (227,036) (130,445)
CASH AT JANUARY 1, 257,190 153,733
CASH AT SEPTEMBER 30, $ 30,154 $ 23,288
<FN>
See notes to financial statements.
</TABLE>
<PAGE>
<PAGE> 6
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For the Three and Nine Months Ended September 30, 1998 and 1997
(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
generally accepted accounting principles. 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, 1997. In the opinion of management, such financial
statements include all adjustments, consisting only of normal
recurring adjustments, necessary to summarize fairly the
Partnership's financial position and results of operations. The
results of operations for the nine month period ended September 30,
1998 may not be indicative of the results that may be expected for
the year ending December 31, 1998.
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 in the first nine months were as follows:
<TABLE>
<CAPTION>
1998 1997
________ ________
<S> <C> <C>
Management Fees $10,500 $10,500
Accounting Fees $ 2,600 $ 2,100
C. COMPREHENSIVE INCOME
Effective January 1, 1998, the Partnership adopted Statement
of Financial Accounting Standards (SFAS) No. 130. Reporting
Comprehensive Income. SFAS No. 130 establishes standards for
reporting and display of comprehensive income and its components
in a full set of general-purpose financial statements and requires
that all components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as
other financial statements. Comprehensive income is defined as the
change in equity of a business enterprise, during a period,
associated with transactions and other events and circumstances
from non-owner sources. It includes all changes in equity during
a period except those resulting from investments by owners and
distributions to owners. During the nine month periods ended
September 30, 1998 and 1997, the Partnership had no components of
comprehensive income. Accordingly, comprehensive income for each
of the periods was the same as net income (loss).
</TABLE>
<PAGE>
<PAGE> 7
Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
There were no sales during the third quarter of 1998. Earlier in
the year, the Registrant sold approximately 5.3 acres from the
North Creek Business Park and 1.4 acres from the Larchwood
Property. These proceeds were distributed to the partners. In
October 1998, the Registrant sold 4.36 acres from the Northcreek
Business Park for gross proceeds of $569,765. On October 27, 1998,
the Registrant distributed $450,000 to the partners from sale
proceeds.
Overall operations of the Registrant are minimal and have not
fluctuated significantly from prior quarters.
The General Partner has evaluated the impact of year 2000 issues on
our computer systems and applications. The Registrant is affected
by a single personal computer and a commercial software package.
Both are Y2K compliant.
FINANCIAL CONDITION
As of October 31, 1998, the Registrant has $ 85,046 in cash
reserves. These funds are expected to be sufficient through 1998.
<PAGE>
<PAGE> 8
PART II. OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule
(b) No 8-K's have been filed during this quarter.
<PAGE>
<PAGE> 9
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.
NASHVILLE LAND FUND, LTD.
By: 222 PARTNERS, INC.
General Partner
Date: November 16, 1998 By: /s/ Steven D. Ezell
President
Date: November 16, 1998 By: /s/ Michael A. Hartley
Secretary/Treasurer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1998
<CASH> 30,154
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 3275708
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,341,656
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3,302,805
<TOTAL-LIABILITY-AND-EQUITY> 3,341,656
<SALES> 1015981
<TOTAL-REVENUES> 240,593
<CGS> 676198
<TOTAL-COSTS> 780286
<OTHER-EXPENSES> 79,437
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 161,156
<INCOME-TAX> 0
<INCOME-CONTINUING> 161,156
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 161,156
<EPS-PRIMARY> 21.49
<EPS-DILUTED> 21.49
</TABLE>
