1 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, 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) (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 ___ 2 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, 2000 and 1999 INDEX Financial Statements: Balance Sheets 3 Statements of Operations 4 Statements of Cash Flows 5 Notes to Financial Statements 6 3 NASHVILLE LAND FUND, LTD. (A Limited Partnership) BALANCE SHEETS (Unaudited) June 30, December 31, 2000 1999 ------------- ------------ ASSETS CASH $ 63,087 $ 128,827 RESTRICTED CASH 37,373 36,982 LAND AND IMPROVEMENTS HELD FOR INVESTMENT, LESS VALUATION ALLOWANCE OF $1,017,154 2,127,809 2,116,945 DUE FROM AFFILIATE 31,500 21,900 OTHER ASSETS 175 175 Total Assets $ 2,259,944 $ 2,304,829 LIABILITIES AND PARTNERS' EQUITY ACCOUNTS PAYABLE $ 47,869 $ 61,069 PARTNERS' EQUITY: Limited Partners, 7,500 units outstanding 2,211,989 2,243,674 Special Limited Partner 4 4 General Partner 82 82 Total Partners' equity 2,212,075 2,243,760 Total Liabilities & Partners' Equity $ 2,259,944 $ 2,304,829 <FN> See accompanying notes to financial statements. 4 NASHVILLE LAND FUND, LTD. (A Limited Partnership) STATEMENTS OF OPERATIONS (Unaudited) THREE MONTHS ENDED SIX MONTHS ENDED June 30, ----------------------------------------- 2000 1999 2000 1999 ---- ---- ---- ---- REVENUE: Sales of Land and Improvements $ - $ 99,467 $ - $ 99,467 Cost of Land and Improvement sold - (62,444) - (62,444) Selling Expenses - (9,342) - (9,342) Gain on Land Sales - 27,681 - 27,681 Interest Income 242 197 390 698 Total Revenues 242 27,878 390 28,379 EXPENSES: Management Fees 3,500 3,500 7,000 7,000 Legal & Accounting 14,472 10,607 14,972 14,107 General & Administrative 1,594 586 2,754 809 State Tax 3,022 - 3,022 - Property Taxes 4,327 42 4,327 42 Total Expenses 26,915 14,735 32,075 21,958 NET INCOME (LOSS) $(26,673) $ 13,143 $(31,685) $ 6,421 Net Income (Loss) per limited partner unit $(3.56) $1.75 $(4.22) $.86 <FN> See accompanying notes to financial statements 5 NASHVILLE LAND FUND, LTD. (A Limited Partnership) STATEMENTS OF CASH FLOWS (Unaudited) SIX MONTHS ENDED June 30, --------------------- 2000 1999 ---- ---- Cash flows from operating activities: Net income $ (31,685) $ 6,421 Adjustments to reconcile Net income to net cash provided by operating activities: Cost of Land and Improvements Sold - 62,444 Cost of Land Improvements (10,864) (2,997) Increase in restricted cash (391) (629) Increase in accounts receivable affiliates (9,600) - Decrease in accounts payable (13,200) (27,887) Decrease (Increase) in other assets - (2,100) Net cash provided by operating activities (65,740) 35,252 Net increase (decrease) in Cash (65,740) 35,252 CASH AT JANUARY 1, $ 128,827 $ 47,881 CASH AT JUNE 30, $ 63,087 $ 83,133 <FN> See acompanying notes to financial statements. 6 NASHVILLE LAND FUND, LTD. (A Limited Partnership) NOTES TO FINANCIAL STATEMENTS For the Three and Six Months Ended June 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 six month period ended June 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 six months were as follows: 2000 1999 ________ ________ Management Fees $ 7,000 $ 7,000 Accounting Fees $ 10,159 $ 2,100 Sales Commission $ - $ 7,957 C. COMPREHENSIVE INCOME During the three and six month periods ended June 30, 2000 and 1999, the Partnership had no components of other comprehensive income. Accordingly, comprehensive income for each of the periods was the same as net income (loss). 7 Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS There were no sales during the year 2000. The Registrant sold approximately one acre of land during the first six months of 1999. The sale was from the North Creek Business Park Property. Overall operations of the Registrant are minimal and have not fluctuated signficantly, except for state tax expense which represents estimated Tennessee franchise and excise tax. Due to new legislation in Tennessee, partnerships are required to pay franchise and excise tax beginning January 1, 2000. FINANCIAL CONDITION As of July 31, 2000, the Registrant has $ 59,423 in cash reserves. These funds are expected to be sufficient to fund operations through 2000. 8 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. 9 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 8, 2000 By: /s/ Steven D. Ezell President Date: August 8, 2000 By: /s/ Michael A. Hartley Secretary/Treasurer