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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, 1999
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)
(Former name, former address and former fiscal year, if
changed since last report.)
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 ___
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PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
NASHVILLE LAND FUND, LTD.
(A Tennessee Limited Partnership)
FINANCIAL STATEMENTS
For the Three and Six Months Ended June 30, 1999 and 1998
INDEX
Financial Statements:
Balance Sheets 3
Statements of Operations 4
Statements of Cash Flows 5
Notes to Financial Statements 6
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<TABLE>
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
BALANCE SHEETS
(Unaudited)
<CAPTION>
June 30, December 31,
1999 1998
-------- ------------
<S> <C> <C>
ASSETS
CASH $ 83,133 $ 47,881
RESTRICTED CASH 36,458 35,829
LAND AND IMPROVEMENTS HELD
FOR INVESTMENT, LESS VALUATION
ALLOWANCE OF $877,154 2,945,300 3,004,747
OTHER ASSETS 2,275 175
--------- ---------
Total Assets $ 3,067,166 $ 3,088,632
========= =========
LIABILITIES AND PARTNERS' EQUITY
ACCOUNTS PAYABLE $ 5,951 $ 33,838
PARTNERS' EQUITY:
Limited Partners, 7,500 units
outstanding 3,061,129 3,054,708
Special Limited Partner 4 4
General Partner 82 82
Total Partners' equity 3,061,215 3,054,794
---------- ---------
Total Liabilities &
Partners' Equity $ 3,067,166 $ 3,088,632
========== =========
<FN>
See accompanying notes to financial statements.
</TABLE>
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<TABLE>
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
June 30,
-----------------------------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUE:
Sales of Land and
Improvements $ 99,467 $ - $ 99,467 $1,015,981
Cost of Land and
Improvements Sold (62,444) - (62,444) (676,198)
Selling Expenses (9,342) - (9,342) (104,088)
Gain on Land Sales 27,681 - 27,681 235,695
Interest Income 197 147 698 4,290
Total Revenues 27,878 147 28,379 239,985
EXPENSES:
Management Fees 3,500 3,500 7,000 7,000
Legal & Accounting Fees 10,607 5,501 14,107 15,351
General & Administrative 586 650 809 650
Property Taxes 42 - 42 250
Total Expenses 14,735 9,651 21,958 23,251
NET INCOME (LOSS) $ 13,143 $ (9,504) $ 6,421 $216,734
Net Income (Loss) per limited
partner unit $ 1.75 $ (1.27) $ .86 $ 28.90
<FN>
See accompanying notes to financial statements
</TABLE>
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<TABLE>
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
SIX MONTHS ENDED
June 30,
---------------------
1999 1998
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 6,421 $ 216,734
Adjustments to reconcile
Net income to net cash
provided by operating
activities:
Cost of Land and
Improvements Sold 62,444 676,198
Cost of Land Improvements (2,997) (26,764)
Increase in restricted Cash (629) (13,011)
Increase in accounts
receivable affiliates - (5,517)
Decrease in accounts
payable (27,887) (12,901)
Decrease (Increase) in
other assets (2,100) 117
Net cash provided by
operating activities 35,252 834,856
Cash Flows from financing activities-
Distributions to Partners - (1,050,000)
Net increase (decrease)
in Cash 35,252 (215,144)
CASH AT JANUARY 1, 47,881 257,190
CASH AT JUNE 30, $ 83,133 $ 42,046
<FN>
See acompanying notes to financial statements.
</TABLE>
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NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For the Three and Six Months Ended June 30, 1999 and 1998
(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, 1998. 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, 1999
may not be indicative of the results that may be expected for the
year ending December 31, 1999.
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 six months were as follows:
<TABLE>
<CAPTION>
1999 1998
________ ________
<S> <C> <C>
Management Fees $ 7,000 $ 7,000
Accounting Fees $ 2,100 $ 2,100
Sales Commission $ 7,957 $ -
C. COMPREHENSIVE INCOME
During the three and six month periods ended June 30, 1999 and
1998, the Partnership had no components of other comprehensive
income. Accordingly, comprehensive income for each of the periods
was the same as net income (loss).
</TABLE>
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Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
During 1999, the Registrant sold approximately one acre of land.
The sale was from the North Creek Business Park Property.
Overall operations of the Registrant are minimal and have not
fluctuated signficantly.
Year 2000
In 1998, the Partnership initiated a plan ("Plan") to identify, and
remediate "Year 2000" issues within each of its significant
computer programs and certain equipment which contain
microprocessors. The Plan is addressing the issue of computer
programs and embedded computer chips being unable to distinguish
between the year 1900 and the year 2000, if a program or chip uses
only two digits rather than four to define the applicable year.
The Partnership has divided the Plan into five major
phases-assessment, planning, conversion, implementation and
testing. After completing the assessment and planning phases
earlier year, the Partnership is currently in the conversion,
implementation, and testing phases. Systems which have been
determined not to be Year 2000 compliant are being either replaced
or reprogrammed, and thereafter tested for Year 2000 compliance.
The Plan anticipates that by mid-1999 the conversion,
implementation and testing phases will be completed. Management
believes that the total remediation costs for the Plan will not be
material to the operations or liquidity of the Partnership.
The Partnership is in the process of identifying and contacting
critical suppliers and other vendors whose computerized systems
interface with the Partnership's systems, regarding their plans and
progress in addressing their Year 2000 issues. The Partnership has
received varying information from such third parties on the state
of compliance or expected compliance. Contingency plans are being
developed in the event that any critical supplier or customer is
not compliant.
The failure to correct a material Year 2000 problem could result in
an interruption in, or failure of, certain normal business
activities or operations. Such failures could materially and
adversely affect the Partnership's operations, liquidity and
financial condition. Due to the general uncertainty inherent in
the Year 2000 problem, resulting in part from the uncertainty of
the Year 2000 readiness of third-party suppliers and customers, the
Partnership is unable to determine at this time whether the
consequences of Year 2000 failures will have a material impact on
the Partnership's operations, liquidity or financial condition.
FINANCIAL CONDITION
As of July 31, 1999, the Registrant has $ 78,952 in cash reserves.
These funds are expected to be sufficient to fund operations
through 1999.
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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.
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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: August 14, 1999 By: /s/ Steven D. Ezell
President
Date: August 14, 1999 By: /s/ Michael A. Hartley
Secretary/Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1999
<CASH> 83,133
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 2,945,300
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,067,166
<CURRENT-LIABILITIES> 5,951
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3,061,215
<TOTAL-LIABILITY-AND-EQUITY> 3,067,166
<SALES> 99,467
<TOTAL-REVENUES> 28,379
<CGS> 62,444
<TOTAL-COSTS> 71,786
<OTHER-EXPENSES> 21,958
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 6,421
<INCOME-TAX> 0
<INCOME-CONTINUING> 6,421
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,421
<EPS-BASIC> 0.86
<EPS-DILUTED> 0.86
</TABLE>
