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, 2002
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 incorporation or organization) | (I.R.S. Employer 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 ___
PART I. FINANCIAL INFORMATION NASHVILLE LAND FUND, LTD.(A Tennessee Limited Partnership)FINANCIAL STATEMENTS (Unaudited)
INDEX
Item 1. FINANCIAL STATEMENTS
Financial Statements:
Balance Sheets as of March 31, 2002 and December 31, 20013
Statements of Operations For the Three Months Ended March 31, 2002 and 20014
Statements of Cash Flows For the Three Months Ended March 31, 2002 and 20015
Notes to Financial Statements For the Three Months Ended March 31, 2002 and 20016
Item 2: Management's discussion and analysis of financial condition and results of operations7
PART II. Other information8
Item 6. Exhibits and reports on Form 8-K8
SIGNATURES9
Page 3
NASHVILLE LAND FUND, LTD. (A Limited Partnership)BALANCESHEETS(Unaudited)
| | March 31, 2002 | December 31, 2001 |
ASSETS | | |
| | | |
Cash | $887 | $91 |
Restricted cash | 37,281 | 37,246 |
Land and improvements held for sale | 542,826 | 542,826 |
Other assets | 175 | 175 |
Due from affiliate | 25,000 | 25,000 |
| | | |
| | | |
Total assets | $606,169 | $605,338 |
| | |
| | | |
| | | |
| | | |
LIABILITIES AND PARTNERS' EQUITY | | |
| | | |
Due to affiliates | $32,074 | $21,574 |
Franchise and excise tax payable | 3,375 | 2,700 |
Property taxes payable | 33,900 | 27,074 |
Accounts payable | 12,600 | 4,000 |
| | | |
Total liabilities | 81,949 | 55,348 |
| | | |
Partners' equity: | | |
| | | |
Limited partners, 7,500 units outstanding | 524,134 | 549,904 |
Special limited partner | 4 | 4 |
General partner | 82 | 82 |
| | | |
Total partners' equity | 524,220 | 549,990 |
| | |
| | | |
| | | |
Total liabilities and partners' equity | $606,169 | $605,338 |
| | |
Page 4
NASHVILLE LAND FUND, LTD.(A Limited Partnership)STATEMENTS OF OPERATIONS(Unaudited)
| | | |
| | |
| | Three months ended March 31, |
| | 2002 | 2001 |
REVENUE: | | |
Land Sale | | |
Gross proceeds | $- | $896,805 |
Cost of land sold | - | <703,682> |
Closing costs | - | <83,120> |
| | | |
Gain on sale of land | - | 110,003 |
| | | |
Interest income | 34 | 258 |
| | | |
Total revenue | 34 | 110,261 |
| | | |
Expenses: | | |
| | | |
State franchise and excise tax | 675 | 500 |
Property taxes | 6,826 | 6,616 |
Partnership and property management | 3,500 | 3,500 |
Legal and accounting fees | 3,625 | 6,375 |
General and administrative expenses | 10,728 | 1,035 |
Other | 450 | 0 |
| | | |
Total expenses | 25,804 | 18,026 |
| | | |
Net (loss) income | $<25,770> | $92,235 |
| | |
Net (loss) income per limited partner unit | $(3.44) | $12.30 |
Limited partners units outstanding | 7,500 | 7,500 |
| | | |
| | | |
Page 5
NASHVILLE LAND FUND, LTD. (A Limited Partnership)
STATEMENTS OF CASH FLOWS
(Unaudited)
| | Three months ended March 31, |
| | 2002 | 2001 |
Cash flows from operating activities: | | |
| | | |
Net (loss) income | $(25,770) | $92,235 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: |
Increase in restricted cash | (35) | (259) |
Cost of land sold | 0 | 703,682 |
Increase (decrease) in due to affiliate | 10,500 | (5,925) |
Increase in accounts payable | 8,600 | 3,646 |
Increase (decrease) in property tax payable | 6,826 | (18,700) |
Increase (decrease) in franchise and excise taxes payable | 675 | (1,011) |
| | | |
Net cash provided by operating activities | 796 | 773,668 |
| | | |
Cash flows from financing activities | | |
Distribution to limited partners | - | (750,000) |
| | | |
Net decrease in cash | 796 | 23,668 |
| | | |
Cash at beginning of period | 91 | 22,829 |
Cash at end of period | $887 | $46,497 |
Page 6
NASHVILLE LAND FUND, LTD.(A Limited Partnership)NOTES TO FINANCIAL STATEMENTSFor the Three Months Ended March 31, 2002 and 2001(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 accounting principles generally accepted in the United States of America. 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, 2001. 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, 2002 may not be indicative of the results that may be expected for the year ending December 31, 2002.
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 were as follows:
| | Three months ended March 31, |
| | 2002 | 2001 |
Management fees | $3,500 | $ 3,500 |
Accounting fees | 500 | 500 |
C. COMPREHENSIVE INCOME
During the three-month periods ended March 31, 2002 and 2001, the Partnership had no components of other comprehensive (loss) income. Accordingly, comprehensive (loss) income for each of the periods was the same as net (loss) income.
D. LIQUIDITY
The Partnership has suffered recurring losses from operations and has a net working capital deficiency at March 31, 2002. At March 31, 2002, the Partnership had unrestricted cash of $887, liabilities to non-affiliated entities of $49,875. The cash is insufficient to fund ongoing operations. The Partnership owns assets with a book value of $606,169 and has liabilities of $81,949. If funds are not sufficient to meet operational expenses in 2002, the General partner can defer the collection of fees for certain affiliated expenses and can provide advances until cash becomes available.
E. IMPAIRMENT
Effective January 1, 2002 the Financial Accounting Standards Board (FASB) issued the Statement of Financial Accounting Standard Number 144, Accounting for the Impairment or Disposal of Long-Lived Assets ("SFAS No. 144"). SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets. This Statement requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less selling co sts. The adoption of SFAS No. 144 did not have an impact on the Partnership's financial condition or results of operations.
Page 7
Item 2: Management's discussion and analysis of financial condition and results of operations
RESULTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 2002.
There were no land sales during the first quarter of 2002. On January 23, 2001, the Registrant sold the land remaining at the North Creek Business Park. This land totaled approximately 12 acres and sold for $896,805. The Registrant distributed $750,000 to the limited partners. The remaining proceeds were retained to meet operating expenses.
Except for sales, overall operations of the Registrant are minimal and have not fluctuated significantly.
FINANCIAL CONDITION
The Partnership has suffered recurring losses from operations and has a net working capital deficiency at March 31, 2002. At March 31, 2002, the Partnership had unrestricted cash of $887, liabilities to non-affiliated entities of $49,875. The cash is insufficient to fund ongoing operations. The Partnership owns assets with a book value of $606,169 and has liabilities of $81,949. If funds are not sufficient to meet operational expenses in 2002, the General partner can defer the collection of fees for certain affiliated expenses and can provide advances until cash becomes available.
Critical Accounting Policies
Land and improvements held for sale are reported at the lower of the carrying value or estimated fair value less estimated costs to sell (Fair Value). To determine the Fair Value, management estimates the future discounted net cash flows using a discount rate commensurate with the risk associated with the property. If this land is considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated Fair Value. Inherent in the calculation of future discounted net cash flows are certain significant management judgments and estimates including, among others, liquidation period, discount rate, selling price, and costs to sell, which significantly impact the estimated Fair Value.
Contractual Obligations and Commitments
At March 31, 2002, the Partnership has no capital lease obligations, operating leases, unconditional purchase obligations or other long term obligations. The Partnership does not enter into derivative transactions. Further, the Partnership does not have lines of credit, guarantees, or other commercial commitments. At March 31, 2002, the Partnership has restricted cash balances of $37,281 to be used to fund property improvements, consisting of utility work. The restricted cash secures a letter of credit in the same amount to ensure that the required developments are made. The Partnership may borrow from the General Partner in order to meet cash flow needs and may have amounts payable to the General Partner for management fees or other services. At March 31, 2002 and December 31, 2001, the Partnership had $32,074 and $21,574, respectively, due to the General Partner. Transactions with the General Partner and affiliates are discussed in footnote B to the financial st atements.
Page 8
PART II. Other information
Item 6. Exhibits and reports on Form 8-K
(a) Exhibits
(b) No 8-K's have been filed during this quarter.
Page 9
SIGNATURESPursuant 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, 2002 | By:/s/ Steven D. Ezell |
| | President |
Date: May 15, 2002 | By:/s/ Michael A. Hartley |
| | Secretary/Treasurer |
