<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
FORM 10-K
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
[Fee Required]
For the fiscal year ended
December 31, 1998
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
33-5785-A
NASHVILLE LAND FUND, LTD.
(Exact name of Registrant as specified in its charter)
Tennessee 62-1299384
(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:
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 28, 1999.
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.
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PART I
Item 1. Business
Nashville Land Fund, Ltd. ("Registrant"), is a Tennessee
limited partnership organized on March 26, 1986, pursuant to the
provisions of the Tennessee Uniform Limited Partnership Act,
Chapter 2, Title 61, Tennessee Code Annotated, as amended. The
General Partner of Registrant is 222 Partners, Inc.
Registrant's primary business is to own and hold for
investment undeveloped real properties located in Goodlettsville,
Sumner County and Nashville, Davidson 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 communities 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
The Registrant is holding for investment approximately 45
sellable acres of land in various stages of development in
Goodlettsville, Sumner County and Nashville, Davidson County,
Tennessee. These properties will be referred to respectively as
North Creek Business Park Property and Larchwood Property in the
remainder of this report.
The North Creek Business Park Property is approximately
34 acres of land. It is subdivided into 19 tracts, which are
cleared, graded and improved with roads and utilities. The North
Creek Business Park Property is located in the incorporated City of
Goodlettsville, approximately 12 miles north of downtown Nashville,
and is zoned Commercial PUD. It is intended for office users.
An affiliate of the General Partner, North Creek
Associates, Ltd., owns land in the immediate vicinity of North
Creek Business Park. North Creek Associates, Ltd.'s land is
intended primarily for retail and apartment use. The retail site,
called North Creek Commons, does not directly compete with the
Registrant due to their different uses.
The Larchwood Property is approximately 11 acres located
in Nashville, Davidson County. It is subdivided into 4 tracts,
which are cleared and graded. One of the four tracts is zoned for
residential use, and all remaining acreage is zoned Commercial PUD.
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Competition:
The competition surrounding the Registrant's Property has
had very little change in the recent years. The competitive sites
have also seen little activity in the past year and are asking
similar prices to the Registrant.
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, 1998, Registrant owned approximately
45 sellable acres of land in Goodlettsville, Sumner County, and
Nashville, Davidson County, Tennessee. These properties consist of
34 acres in the North Creek Business Park and 11 acres of the
Larchwood Property. For further information, see Item 1 above.
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
matter 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 June 26, 1986 of 7,500 Units
of limited partnership interests at $1,000 per Unit. The offering
of $7,500,000 was fully subscribed and closed on July 31, 1986. As
of February 28, 1999, there were 463 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.
<PAGE>
Item 6. Selected Financial Data
For the Year Ended December 31,
1998 1997 1996 1995 1994
Total Revenue $ 473,706 106,214 48,475 441,335 124,358
Net Income
(loss) 363,144 3,346 (935,415) 242,773 11,389
Net Income
(loss) per limited
partner unit 48.42 0.45 (124.72) 32.37 1.52
Total Assets 3,088,632 4,204,625 4,220,840 5,159,939 6,430,985
Cash Distributions
per limited
partner unit 200 - - 200 -
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
Sales
During 1998, the Registrant sold four parcels of land. Three
sales were from the North Creek Business Park Property. These
sales totalled 9.7 acres and had gross proceeds of $1,325,076. The
other sale from the Larchwood Property was for 2.5 acres and had
gross proceeds of $260,670. From these and prior sales, the
Registrant distributed $1,500,000 to the limited partners.
In 1997, The Registrant sold 1.47 acres of the Larchwood
property for approximately $320,000. Proceeds were retained to
meet operating expenses.
In 1996, the Registrant sold .64 acres of the Larchwood
Property for approximately $108,000.
Analysis of Operations
Operations of the Registrant are consistent through the years
except for the following. The increase in interest income in 1998
is due to larger cash balances held throughout the year. Asset
writedown expense in 1996 relates to the Registrant's reevaluation
of the carrying value of land and improvements held for investment
under Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of." This Statement, which was
initially adopted January 1, 1996, requires that long-lived assets
and certain identifiable intangibles be reviewed for impairment on
a property by property basis whenever events or changes in
circumstances indicate that the carrying amount of an asset may not
be recoverable. Assets to be disposed of are reported at the lower
of the carrying amount or fair value less costs to sell. The
valuation of the land held is evaluated each year.
The increase in 1998 architect and engineering fees is due to
additional costs incurred due to sales.
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 in the
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 and Liquidity
At February 28, 1999 $20,171 was held in cash and cash
equivalents to cover partnership administrative expenses. This
cash is not expected to be sufficient to cover operating expenses
for 1999. In the event that the Partnership has short-term cash
deficiencies, the General Partner can defer the collection of fees
for certain related party expenses or grant interest-free loans
from related parties until cash becomes available.
Sales of the land held for investment are the Registrant's
primary sources of additional capital resources and liquidity.
Item 8. Financial Statements 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 Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
Registrant does not have any directors or officers. 222
Partners, Inc. is the General Partner of the Registrant and as such
has general responsibility and ultimate authority in matters
affecting Registrant's business.
222 Partners Inc.
222 Partners, Inc. was formed in September, 1986 and serves as
co-general partner for several other real estate investment limited
partnerships. The executive officers and directors of 222
Partners, Inc. are W. Gerald Ezell, Steven D. Ezell, and Michael A.
Hartley.
Officers and Directors of 222 Partners, Inc. are as follows:
W. Gerald Ezell, age 68, serves on the Board of Directors of
222 Partners, Inc. Until November, 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.
Steven D. Ezell, age 46, is the President and sole shareholder
of 222 Partners, Inc. 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 Services Corporation.
For the prior four years, Mr. Ezell was involved in property
acquisitions for Dean Witter Realty Inc. in New York City, most
recently as Senior Vice President. Steven D. Ezell is the son of
W. Gerald Ezell.
Michael A. Hartley, age 39, is Secretary/Treasurer and a Vice
President of 222 Partners, Inc. He has been an officer of 222
Partners, Inc. from September 17, 1986 through the current period.
He is Vice President and 50% owner of Landmark Realty Services
Corporation. Prior to joining Landmark in 1986, Mr. Hartley was
Vice President of Dean Witter Realty Inc., a New York-based real
estate investment firm.
Item 11. Executive Compensation
During 1998, Registrant was not required to and did not pay
remuneration to any executives, 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 Registrant as set forth in the Partnership
Agreement.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
As of February 28, 1999 no person or "group" (as that term is
used in Section 13(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.
As of the above date, the Registrant knew of no officers or
directors of 222 Partners, Inc. that beneficially owned 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,
1998, earned or received compensation or payments for services from
the Registrant in excess of $60,000. For a listing of
miscellaneous transactions with affiliates which were less than
$60,000 refer to Note 4 of the Financial Statements included
herein.
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PART IV
Item 14. Exhibits Financial Statement Schedules and Reports on
Form 8-K
(a) (1) Financial Statements
Independent Auditors' Report F-1
Financial Statements
Balance Sheets F-2
Statements of Operations F-3
Statements of Partners' Equity F-4
Statements of Cash Flows F-5
Notes to Financial Statements F-6
(2) Financial Statement Schedules
Independent Auditors' Report S-1
Schedule III - Real Estate and Accumulated
Depreciation S-2
(3) Exhibits
3 Amended and Restated Certificate and
Agreement of limited Partnership,
incorporated by reference to Exhibit A
to the Prospectus of Registrant dated
June 26, 1986 filed pursuant to Rule 424 (b)
of the Securities and Exchange Commission.
22 Subsidiaries - Registrant has no subsidiaries.
27 Financial Data Schedule
(b) No reports on Form 8-K have been filed during the last
quarter of 1998.
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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.
NASHVILLE LAND FUND, LTD.
By: 222 Partners, Inc.
General Partner
DATE: March 31, 1999 By:/s/ Steven D. Ezell
President and Director
DATE: March 31, 1999 By:/s/ Michael A. Hartley
Secretary Treasurer
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.
NASHVILLE LAND FUND, LTD.
By: 222 Partners, Inc.
General Partner
DATE: March 31, 1999 By:/s/ Steven D. Ezell
President and Director
DATE: March 31, 1999 By:/s/ Michael A. Hartley
Secretary/Treasurer
Supplement 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.
<PAGE>
Independent Auditors' Report
The Partners
Nashville Land Fund, Ltd.:
We have audited the accompanying balance sheets of Nashville Land
Fund, Ltd. (a limited partnership) as of December 31, 1998 and
1997, and the related statements of operations, partners' equity,
and cash flows for each of the years in the three-year period ended
December 31, 1998. These financial statements are the
responsibility of the Partnership's management. Our responsibility
is to express an opinion on these 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
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 financial statements referred to above present
fairly, in all material respects, the financial position of
Nashville Land Fund, Ltd. at December 31, 1998 and 1997, and the
results of its operations and its cash flows for each of the years
in the three-year period ended December 31, 1998, in conformity
with generally accepted accounting principles.
KPMG LLP
Nashville, Tennessee
January 22, 1999
F-1
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NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Balance Sheets
December 31, 1998 and 1997
Assets 1998 1997
Cash $ 47,881 257,190
Restricted Cash (note 2) 35,829 22,000
Land and improvements held for
investment, less valuation allowance
of $877,154 in 1998 and 1997 (note 3) 3,004,747 3,925,143
Other assets 175 292
Total assets $ 3,088,632 4,204,625
Liabilities and Partners' Equity
Accounts payable $ 33,838 12,975
Partners' equity:
Limited partners, 7,500 units
outstanding 3,054,708 4,191,564
Special limited partner 4 4
General partner 82 82
Total partners' equity 3,054,794 4,191,650
Commitments(notes 2 and 4)
Total liabilities
and partners' equity $ 3,088,632 4,204,625
See accompanying notes to financial statements.
F-2
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NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Statements of Operations
For the Years Ended December 31, 1998, 1997 and 1996
1998 1997 1996
Revenue:
Sale of land and improvements $1,585,746 320,390 107,812
Cost of land and
improvements sold (965,501) (189,530) (48,686)
Closing costs (note 4) (153,824) (28,245) (17,284)
Gain on land sales 466,421 102,615 41,842
Interest 7,285 2,841 6,133
Miscellaneous - 758 500
Total revenues 473,706 106,214 48,475
Expenses:
Writedown of land held for
investment (note 3) - - 877,154
State income tax - - 8,829
Partnership and property
management fees (note 4) 14,000 14,000 14,000
Association fees (note 5) 25,463 23,339 24,691
Legal and accounting fees
(note 4) 19,352 19,393 17,499
Architect and engineering fees 10,822 8,575 7,307
General and administration(note4) 3,313 5,153 2,293
Property taxes 37,612 32,408 32,117
Total expenses 110,562 102,868 983,890
Net income (loss) $ 363,144 3,346 (935,415)
Net income (loss) allocated to:
General partner $ - - (18)
Special limited partner - - (1)
Limited partners 363,144 3,346 (935,396)
Net income (loss) per limited
partnership unit: $ 48.42 0.45 (124.72)
Weighted average units outstanding 7,500 7,500 7,500
See accompanying notes to financial statements.
F-3
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Statements of Partners' Equity
Years ended December 31, 1998, 1997 and 1996
Special
Limited limited General
partners partner partner Total
units amount
Balance at
December 31, 1995 7,500 5,123,614 5 100 5,123,719
Net loss - (935,396) (1) (18) (935,415)
Balance at
December 31, 1996 7,500 4,188,218 4 82 4,188,304
Net income - 3,346 - - 3,346
Balance at
December 31, 1997 7,500 4,191,564 4 82 4,191,650
Distributions (Note 6) - (1,500,000) - - (1,500,000)
Net income 363,144 - - 363,144
Balance at
December 31, 1998 7,500 $ 3,054,708 4 82 3,054,794
See accompanying notes to financial statements.
F-4
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NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Statements of Cash Flows
Years ended December 31, 1998, 1997, and 1996
1998 1997 1996
Cash flows from operating
activities:
Net income (loss) $ 363,144 3,346 (935,415)
Adjustments to reconcile net
income (loss) to net cash
provided by (used in) operating
activities:
Cost of land and
improvements sold 965,501 189,530 48,686
Cost of land
improvements (45,105) (59,341) -
Writedown of land and
improvements held for
investment - - 877,154
Increase in restricted
cash (13,829) (22,000) -
(Increase) Decrease
in other assets 117 (17) -
Increase (decrease) in
accounts payable 20,863 (19,561) (3,684)
Return of development
fees - 11,500 3,150
Net cash provided by
(used in) operating
activities 1,290,691 103,457 (10,109)
Cash flows from financing
activities-
Distributions to partners (1,500,000) - -
Net increase (decrease)
in cash (209,309) 103,457 (10,109)
Cash at beginning
of year 257,190 153,733 163,842
Cash at end of year $ 47,881 257,190 153,733
Supplemental disclosures of cash flow information:
1998 1997 1996
Cash paid for state
income taxes $ - - 8,829
See accompanying notes to financial statements.
F-5<PAGE>
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Notes to Financial Statements
December 31, 1998 and 1997
(1) Summary of Significant Accounting Policies
(a) Organization
Nashville Land Fund, Ltd. (the Partnership) is a
Tennessee Limited Partnership organized in March, 1986
to acquire, own, and hold for investment certain parcels
of undeveloped real property located in Metropolitan
Nashville, Davidson County, and Sumner County, Tennessee.
222 Partners, Inc. is the general partner of the
Partnership. The Partnership prepares financial
statements and income tax returns on the accrual basis of
accounting.
(b) Estimates
Management of the partnership has made certain estimates
and assumptions to prepare these financial statements in
accordance with generally accepted accounting principles.
These estimates include the determination of the estimated
fair value of the land held for investment in accordance
with the provisions of SFAS No. 121. Actual results could
differ from those estimates.
(c) Cash
Cash belonging to the Partnership is combined in an account
with funds from other partnerships related to the general
partner.
(d) Land and Improvements Held for Investment
Land and improvements held for investment are recorded at
cost and include two tracts of undeveloped land
representing approximately 93 and 103 acres in 1998 and
1997, respectively. Approximately 46 acres of the land are
available for sale with the remainder being flood plain,
roads, and landscaping. Land costs include amounts
incurred to acquire and develop the land, including
interest and property taxes, during the development period.
F-6
<PAGE>
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Notes to Financial Statements
(1) Summary of Significant Accounting Policies (continued)
Costs to hold land, including interest and property taxes,
are charged to expense. Land improvement costs incurred
include development costs expended subsequent to the
acquisition of a tract.
The Partnership adopted the provisions of Statement of
Financial Accounting Standards (SFAS) No. 121, "Accounting
for the Impairment of Long-Lived Assets to Be Disposed Of"
in a prior year. This Statement requires that long-lived
assets to be disposed of be reported at the lower of the
carrying amount or fair value less estimated costs to
sell. If such assets are
considered impaired, the impairment to be recognized is
measured by the amount by which the carrying amount of the
assets exceeds the fair value less estimated costs to sell
of the assets. If impaired, management establishes an
allowance for impairment with a corresponding charge to
earnings. Losses upon the sale of the assets are
recognized against the allowance to the extent available.
The initial adoption of SFAS No. 121 did not have a
material impact on the Partnership's financial position,
results of operations, or liquidity. During 1996, as a
result of revisions in management's assumptions used in
determining the properties' estimated fair values, a
valuation allowance of $877,154 was charged to operations
and recorded as a reduction in the carrying value of the
land and improvements held for investment. See note 3.
(e) Income Recognition
Income from sales of land and improvements held for
investment is generally recorded on the accrual basis when
the buyer's financial commitment is sufficient to provide
economic substance to the transaction, and when other
criteria of SFAS No. 66 " Accounting for Sales of Real
Estate" are satisfied. For sales of real estate where both
cost recovery is reasonably certain and the collectibility
of the contract price is reasonably assured, but the
F-7
<PAGE>
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Notes to Financial Statements
(1) Summary of Significant Accounting Policies (continued)
(e) Income Recognition(continued)
transaction does not meet the remaining requirements to be
recorded on the accrual basis, profit is deferred and
recognized under the installment method, which recognizes
profit as collections of principal are received. If
developments subsequent to the adoption of the installment
method occur which cause the transaction to meet the
requirements of the full accrual method, the remaining
deferred profit is recognized at that time. Any losses on
sales of real estate are recognized at the time of the
sale.
(f) Income Taxes
No provision has been made in the financial statements for
Federal income taxes, since such taxes are the
responsibilities of the partners. The partnership is
subject to a 6% state tax on certain interest income.
Additionally, the partners receive, from the partnership,
IRS Form K-1's which provides them with their share of
taxable income (or losses), deductions, and other tax
information. The primary difference between the tax basis
and reported amounts of the Partnership's assets and
liabilities relates to the valuation of land held for
investment.
(g) Partnership Allocations
Net profits, losses and distributions of cash flow of the
Partnership are allocated to the partners in accordance
with the Partnership agreement as follows:
Partnership net profits are allocated first to any partner
with a negative balance in their capital account,
determined at the end of the taxable year as if the
Partnership had distributed cash flow, in proportion to the
negative capital balance account of all partners until no
partner's capital account is negative. Net profit
allocations are then made to the limited partners up to the
difference between their capital account balances and the
sum of their adjusted capital contributions (capital
balance, net of cumulative cash distributions in excess of
preferred returns - 10% annual cumulative return on capital
contributed) and unpaid preferred returns.
F-8
<PAGE>
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Notes to Financial Statements
(1) Summary of Significant Accounting Policies (continued)
(g) Partnership Allocations(continued)
Any remaining net profits are allocated to the limited
partners until the taxable year in which cumulative
distributions to the limited partners equal their adjusted
capital contribution plus an unpaid preferred return. Net
profits are then allocated to the general partner until the
ratio of the general partner's capital account balance to
the capital account balances in excess of adjusted capital
contributions and unpaid preferred return of all limited
partners is 28% to 72%. Thereafter, profits are generally
allocated 28% to the general partner and 72% to the limited
partners. Net losses are allocated to the partners in
proportion to their positive capital accounts. Partnership
distributions are allocated to the limited partners in an
amount equal to their preferred return (10% annual
cumulative return on capital contributed) to the extent
unpaid to date. Any remaining distributions are allocated
99% to the limited partners and 1% to the general partner
until the limited partners have received an amount equal to
their adjusted capital contributions, and thereafter, 72%
to the limited partners and 28% to the general partner.
Cumulative unpaid preferred returns are $4,266,558, and
$5,016,558 at December 31, 1998 and 1997, respectively.
(h) Comprehensive Income
Effective January 1, 1998, the Partnership adopted 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 years ended December
31, 1998 and 1997, the Partnership had no components of
other comprehensive income. Accordingly, comprehensive
income for each of the years was the same as net
income(loss).
F-9<PAGE>
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Notes to Financial Statements
(2) Restricted Cash
At December 31, 1998 and 1997, the Partnership has
restricted cash balances of $35,829 and $22,000,
respectively, to be used to fund property improvements,
consisting of utility work. This restricted cash secures a
letter of credit in the same amount to ensure that the
required developments are made.
(3) Land and Improvements Held for Investment
The components of land and improvements held for investment
at December 31, are as follows:
1998 1997
Land and improvements $ 3,881,901 4,802,297
Valuation Allowance (877,154) (877,154)
$ 3,004,747 3,925,143
The aggregate cost for federal income tax purposes was
$3,972,197 and $5,069,648 at December 31, 1998 and 1997,
respectively.
During the year ended December 31, 1996, management revised
its estimated sellout period and discount rate related to
the land and land improvements resulting in a decline in
the estimated fair value below the carrying value.
Accordingly, the carrying amounts of the assets were
written down, through the establishment of a valuation
allowance, to their estimated fair values less costs to
sell, as estimated based on the Partnership's experience in
disposing of these properties. The resulting non-cash
charge, as identified on the accompanying financial
statements, reduced the 1996 net income by $877,154.
Management believes that the estimates used in evaluating
the adoption of SFAS No.121 were reasonable. However, the
amounts ultimately realized by the Partnership could differ
materially from these estimates.
F-10
<PAGE>
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Notes to Financial Statements
(4) Related Party Transactions
The general partner and its affiliates have been actively
involved in managing the Partnership. Affiliates of the
general partner receive fees for performing certain
services. Expenses incurred for these services for the
years ended December 31, 1998, 1997, and 1996 are as
follows:
1998 1997 1996
Partnership and property
management fees $ 14,000 14,000 14,000
Development fees(closing costs)10,020 - -
Accounting fees 3,101 2,600 2,300
Office Administration Fees 2,311 1,250 -
(5) Association Fees
During 1989, an owners' association was formed to manage a
portion of the land and improvements held for investment.
The Partnership incurred association fees totaling $25,463
in 1998, $23,339 in 1997, and $24,691 in 1996 which relate
to the Partnership's pro rata share of the owners'
association expenses, consisting primarily of electricity
costs, irrigation, and landscape maintenance.
(6) Distributions
For the year ended December 31, 1998, the Partnership made
distributions to the limited partners of $1,500,000 ($200
per unit). There were no distributions in 1997 and 1996.
(7) Fair Value of Financial Instruments
At December 31, 1998 and 1997, the Partnership had
financial instruments including cash and accounts payable.
The carrying amounts of cash and accounts payable
approximate their fair value because of the short maturity
of those financial instruments.
F-11
<PAGE>
Independent Auditors' Report
The Partners
Nashville Land Fund, Ltd.:
Under date of January 22, 1999, we reported on the balance sheets
of Nashville Land Fund, Ltd. as of December 31, 1998 and 1997, and
the related statements of operations, partners' equity, and cash
flows for each of the years in the three-year period ended December
31, 1998. These financial statements and our report thereon are
included elsewhere herein. In connection with our audits of the
aforementioned financial statements, we have also audited the
related financial statement schedule following. 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 financial statements taken as a whole,
presents fairly, in all material respects, the information set
forth therein.
Nashville, Tennessee KPMG LLP
January 22, 1999
S-1
<PAGE>
<TABLE>
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Schedule III
Real Estate and Accumulated Depreciation
Initial Cost to Cost capitalized Gross amount at
Partnership subsequent which carried
to acquisition at close of period
<CAPTION>
Description Encum- Land Building Improve- Carrying Land Building Total Accumu- Date of Date
brances & improvements ments costs & improve- lated de- construc acquired
ments preciation tion
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
North Creek
Business Park
34 acres $- 1,289,235 - 724,501 70,663 1,289,235 795,164 2,084,399 - n/a 6/16/86
Larchwood Property
12 acres $- 403,029 - 470,760 46,559 403,029 517,319 920,348 - n/a 7/31/87
Total $- 1,692,264 - 1,195,261 117,222 1,692,264 1,312,483 3,004,747
*Assets scheduled above represent land and non-depreciable land improvements, therefore accumulated depreciation and
depreciable lives are non applicable.
Amounts are net of valuation allowance of $877,154.
</TABLE>
S-2<PAGE>
Schedule III
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Real Estate and Accumulated Depreciation(continued)
December 31, 1998
1998 1997 1996
(1) Balance at beginning $ 3,925,143 4,066,832 4,995,822
of Period
Additions during period:
Improvements 45,105 59,341 -
3,970,248 59,341 -
Deductions during period:
Cost of real
estate sold 965,501 189,530 48,686
Asset Writedown - - 877,154
Other- reimbursement of
development fees
from municipality - 11,500 3,150
965,501 201,030 928,990
Balance at end
of period $ 3,004,747 3,925,143 4,066,832
(2) Aggregate cost for
Federal income
tax purposes $ 3,972,197 5,069,648 5,067,590
See accompanying independent auditors' report.
S-3
<PAGE>
Exhibits Filed Pursuant to Item 14 (a) (3):
NASHVILLE LAND FUND, LTD.
(A Tennessee Limited Partnership)
Exhibit Index
Exhibit
3 Amended and Restated Certificate and Agreement of limited
Partnership, incorporated by reference to Exhibit A to
the Prospectus of Registrant dated June 26, 1986 filed
pursuant to Rule 424 (b) of the Securities and Exchange
Commission.
22 Subsidiaries - Registrant has no subsidiaries.
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000793935
<NAME> NASHVILLE LAND FUND, LTD
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 47,881
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 3,004,747
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,088,632
<CURRENT-LIABILITIES> 33,838
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3,054,794
<TOTAL-LIABILITY-AND-EQUITY> 3,088,632
<SALES> 1,585,746
<TOTAL-REVENUES> 473,706
<CGS> 965,501
<TOTAL-COSTS> 1,119,325
<OTHER-EXPENSES> 110,562
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 363,144
<INCOME-TAX> 0
<INCOME-CONTINUING> 363,144
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 363,144
<EPS-PRIMARY> 48.42
<EPS-DILUTED> 48.42
</TABLE>
