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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 MARCH 31, 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)
One Belle Meade Place, 4400 Harding Road, Suite 500, Nashville,
Tennessee
(Address of principal executive office)
37205 (615) 292-1040
(Zip Code) (Registrant's telephone number,
including area code)
Suite 345, 222 Third Avenue North, Nashville, Tennessee 37201
(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 Months Ended March 31, 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>
March 31, December 31,
1999 1998
------------- ------------
<S> <C> <C>
ASSETS
CASH $ 16,971 $ 47,881
RESTRICTED CASH 36,330 35,829
LAND AND IMPROVEMENTS HELD
FOR INVESTMENT, LESS VALUATION
ALLOWANCE OF $877,154 3,004,747 3,004,747
OTHER ASSETS 375 175
Total Assets $ 3,058,423 $ 3,088,632
========== ==========
LIABILITIES AND PARTNERS' EQUITY
ACCOUNTS PAYABLE $ 10,351 $ 33,838
PARTNERS' EQUITY:
Limited Partners, 7,500 units
outstanding 3,047,986 3,054,708
Special Limited Partner 4 4
General Partner 82 82
Total Partners' equity 3,048,072 3,054,794
Total Liabilities &
Partners' Equity $ 3,058,423 $ 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
MARCH 31,
1999 1998
<S> <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 Land Sales - 235,695
Interest Income 501 4,143
Total Revenues 501 239,838
EXPENSES:
Partnership and Property
Management Fees 3,500 3,500
Legal & Accounting Fees 3,500 9,850
Property Taxes - 250
General & Administrative 223 -
Total Expenses 7,223 13,600
NET (LOSS) INCOME $ (6,722) $ 226,238
<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>
Three months ended
MARCH 31,
1999 1998
<S> <C> <C>
Cash Flows from Operating Activities:
Net (Loss)Income $ (6,722) $ 226,238
Adjustments to reconcile
Net (Loss)Income to Net Cash (used in)
provided by
Operating Activities:
Cost of Land and Improvements Sold - 676,198
Cost of Land Improvements - (26,763)
Increase in Restricted Cash (501) (12,864)
Increase in Accounts Receivable - (3,417)
(Increase) decrease in other Assets (200) 117
Decrease in Accounts Payable (23,487) (9,751)
Net Cash (used in) provided by
Operating Activities (30,910) 849,758
Cash Flows from Financing
Activities-
Distributions to Partners - (1,050,000)
Net Decrease in Cash (30,910) (200,242)
CASH AT JANUARY 1, 47,881 257,190
CASH AT MARCH 31, $ 16,971 $ 56,948
======== ========
<FN>
See accompanying notes to financial statements.
</TABLE>
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NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For the Three Months Ended March 31, 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 three month
period ended March 31, 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 three months were as
follows:
<TABLE>
<CAPTION>
1999 1998
________ _______
<S> <C> <C>
Management Fees $ 3,500 $ 3,500
Accounting Fees 500 -
/TABLE
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NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For the Three Months Ended March 31, 1999 and 1998
(Unaudited)
C. COMPREHENSIVE INCOME
During the three month periods ended March 31, 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).
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Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 1999.
There were no land sales during 1999.
Overall operations of the Registrant are minimal and have not
fluctuated significantly.
FINANCIAL CONDITION
As of May 10, 1999, the Registrant had $ 90,491 in available funds
to cover operating expenses for the next year. This balance is
sufficient to meet the operating needs of the Registrant for the
next year.
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.
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PART II. OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule for the First Quarter of
1999
(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: May 15, 1999 By:/s/ Steven D. Ezell
President
ate: May 15, 1999 By:/s/ Michael A. Hartley
Secretary/Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 16,971
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 3,004,747
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,058,423
<CURRENT-LIABILITIES> 10,351
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3,048,072
<TOTAL-LIABILITY-AND-EQUITY> 3,058,423
<SALES> 0
<TOTAL-REVENUES> 501
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7,223
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (6,722)
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,722)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,722)
<EPS-PRIMARY> (0.90)
<EPS-DILUTED> (0.90)
</TABLE>
