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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 September 30, 2000
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 ___
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PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
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>
September 30, December 31,
2000 1999
-------- ------------
<S> <C> <C>
ASSETS
CASH $ 46,283 $ 128,827
RESTRICTED CASH 37,634 36,982
LAND AND IMPROVEMENTS
HELD FOR INVESTMENT 1,537,687 2,116,945
DUE FROM AFFILIATES 11,637 21,900
OTHER ASSETS 175 175
--------- ---------
Total Assets $ 1,633,416 $ 2,304,829
========= =========
LIABILITIES AND PARTNERS' EQUITY
ACCOUNTS PAYABLE $ 54,764 $ 61,069
PARTNERS' EQUITY:
Limited Partners, 7,500 units
outstanding 1,578,566 2,243,674
Special Limited Partner 4 4
General Partner 82 82
Total Partners' Equity 1,578,652 2,243,760
---------- ---------
Total Liabilities &
Partners' Equity $ 1,633,416 $ 2,304,829
========= =========
<FN>
See 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 Nine Months Ended
Ending September 30,
-----------------------------------------
2000 1999 2000 1999
<S> <C> <C> <C> <C>
REVENUE:
Sales of Land and
Improvements $ 666,170 $ - $ 666,170 $ 99,467
Cost of Land and
Improvements Sold (590,122) - (590,122) (62,444)
Selling Expenses (70,011) - (70,011) (9,342)
Gain on Sales of Land
and Improvements 6,037 - 6,037 27,681
Interest 262 220 652 918
Total Revenues 6,299 220 6,689 28,599
EXPENSES:
Association Fees 25,463 25,463 25,463 25,463
Maintenance 36 13 36 24
Management Fees 3,500 3,500 10,500 10,500
Legal & Accounting Fees 500 1,175 15,472 15,282
Administration Expense 1,329 482 4,085 1,280
Property Taxes 7,381 26,191 11,708 26,233
State Tax 1,511 - 4,533 -
Total Expenses 39,720 56,824 71,797 78,782
NET LOSS $ (33,421) $(56,604) $ (65,108) $ (50,183)
Net loss per
limited partner unit $ (4.46) $ (7.56) $ (8.68) $(6.69)
<FN>
See notes to financial statements
</TABLE>
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<TABLE>
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Nine Months Ended
September 30,
---------------------
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (65,108) $(50,183)
Adjustments to reconcile
Net loss to net cash
provided in operating
activities:
Cost of Land and
Improvements Sold 590,122 62,444
Cost of Land Improvements (10,864) (2,997)
Increase in restricted cash (652) (849)
(Decrease) Increase in
accounts payable (6,305) 14,266
Decrease in Due
from Affiliates 10,263 -
Net cash provided by
operating activities 517,456 22,681
Cash Flows from financing activities-
Distributions to Partners (600,000) -
Net increase (decrease) in Cash (82,544) 22,681
CASH AT JANUARY 1, 128,827 47,881
CASH AT SEPTEMBER 30, $ 46,283 $ 70,562
<FN>
See notes to financial statements.
</TABLE>
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NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For the Three and Nine Months Ended September 30, 2000 and 1999
(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, 1999. 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,
2000 may not be indicative of the results that may be expected for the
year ending December 31, 2000.
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>
2000 1999
________ ________
<S> <C> <C>
Management Fees $ 10,500 $10,500
Accounting Fees $ 10,659 $ 2,600
Sales Commission $ - $ 7,957
Development Fees $ 4,000 $ -
C. COMPREHENSIVE INCOME
During the three and nine month periods ended September 30, 2000 and
1999, the Partnership had no components of other comprehensive loss.
Accordingly, comprehensive loss for each of the periods was the same as
net loss.
</TABLE>
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Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
During 2000, the Registrant sold approximately nine acres of land.
The sale was from the North Creek Business Park Property. The proceeds
from the sale were distributed to the limited partners.
Overall operations of the Registrant are minimal and have not
fluctuated significantly. State tax expense in 2000 includes estimated
Tennessee franchise and excise tax of $4,533. Due to new legislation in
Tennessee, partnerships were required to pay franchise and excise tax
beginning January 1, 2000.
During the fourth quarter, Management will update its evaluation of the
values of the Property and if necessary, any impairment will be recorded.
FINANCIAL CONDITION
As of October 31, 2000, the Registrant has $ 44,049 in cash reserves.
These funds are expected to be sufficient to fund operations for the
remainder the fiscal year.
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities." SFAS
No. 133 established reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts.
Under SFAS No. 133, the Company would recognize all derivatives as either
assets or liabilities, measured at fair value, in the statement of
financial position. In July 1999, SFAS No. 137 "Accounting for
Derivative Instruments and Hedging Activities - Deferral of Effective
Date of FASB No. 133, An Amendment of FASB Statement No. 133" was issued
deferring the effective date of SFAS No. 133 to fiscal years beginning
after June 15, 2000. In June 2000, SFAS No. 138 "Accounting for Certain
Derivative Instruments and Certain Hedging Activities, an Amendment of
FASB No. 133" was issued clarifying the accounting for derivatives under
the new standard. The General Partner believes these pronouncements will
have no impact on its consolidated financial statements.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 "Revenue Recognition in Financial Statements"
("SAB 101"). SAB 101 establishes specific criterion for revenue
recognition. In June 2000, the Securities and Exchange Commission issued
("SAB 101B"), which amends SAB 101 no later than the fourth quarter of
its fiscal year ending December 31, 2000. The General Partner believes
that this SAB will have no impact on the Company's revenue recognition
and presentation policies.
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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: November 14, 2000 By: /s/ Steven D. Ezell
President
Date: November 14, 2000 By: /s/ Michael A. Hartley
Secretary/Treasurer
