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 September 30, 1997 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 ___ 2 PART I. FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS NASHVILLE LAND FUND, LTD. (A Tennessee Limited Partnership) FINANCIAL STATEMENTS For the Nine Months Ended September 30, 1997 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, 1997 1996 -------- ------------ ASSETS CASH $ 23,288 $ 153,733 LAND HELD FOR INVESTMENT,less valuation allowance of $877,154 4,111,359 4,066,832 OTHER ASSETS 292 275 --------- --------- Total Assets 4,134,939 4,220,840 ========= ========= LIABILITIES AND PARTNERS' EQUITY ACCOUNTS PAYABLE 32,759 32,536 PARTNERS' EQUITY: Limited Partners, 7,500 units outstanding 4,102,094 4,188,218 Special Limited Partner 4 4 General Partner 82 82 Total Partners' equity 4,102,180 4,188,304 ---------- --------- Total Liabilities & Partners' Equity 4,134,939 4,220,840 ========== ========= <FN> See notes to financial statements. 4 NASHVILLE LAND FUND, LTD. (A Limited Partnership) STATEMENTS OF OPERATIONS (Unaudited) Quarter Ending Year to Date Ending September 30, September 30, _______________ ___________________ 1997 1996 1997 1996 _____ _____ _____ _____ REVENUE: Land Sales: Sale Proceeds - 107,811 107,811 Cost of Land Sold - (48,686) - (48,686) Closing Costs - (17,284) (17,284) Gain/(Loss) on Sale of Land - 4,841 - 41,841 Miscellaneous - - 758 500 Interest - - 2,841 3,021 Total Revenue - 41,841 3,599 45,362 EXPENSES: State Taxes - - - 8,829 Property Taxes 32,685 32,117 32,685 32,117 Association Fees 23,339 14,691 23,339 24,691 Management Fees 3,500 3,500 10,500 10,500 Legal & Accounting Fees - 400 18,393 16,900 General & Admin. Expenses 965 55 4,806 5,822 Total Expenses60,489 50,763 89,723 98,859 NET INCOME ($60,489) (8,922) (86,124) (53,497) <FN> See notes to financial statements 5 NASHVILLE LAND FUND, LTD. (A Limited Partnership) STATEMENTS OF CASH FLOWS (Unaudited) Year-to-date September 30, _______________________ 1997 1996 Cash Flows from Operating Activities: Net Income $ (86,124) (53,497) Adjustments to reconcile Net Income to Net Cash used in Operating Activities: Change in Accrued Property Taxes - (2,774) Change in Accounts Payable 223 (910) Gain (Loss) on Sale of Land - (41,841) Change in Other Assets (17) - Total Adjustments 206 (45,525) Net Cash used in Operating Activities (85,918) (99,022) Cash Flows from Investing Activities: Land Improvements (44,527) - Sale Proceeds - 93,677 Net Increase/(Decrease) in Cash and Cash Equivalents (130,445) (5,345) CASH AT JANUARY 1, 153,733 163,842 CASH AT SEPTEMBER 30, $23,288 $158,497 ========= ========== <FN> See notes to financial statements. 6 NASHVILLE LAND FUND, LTD. (A Limited Partnership) NOTES TO FINANCIAL STATEMENTS For the Six Months Ended September 30, 1997 (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, 1996. 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, 1996 may not be indicative of the results that may be expected for the year ending December 31, 1997. 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: 1997 1996 ________ ________ Management Fees $ 10,500 10,500 Accounting Fees 2,100 2,000 C. SUBSEQUENT EVENTS On November 14, 1997, the Registrant sold over an acre of the Larchwood property for gross proceeds of $320,390. 7 Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS FOR THE QUARTER ENDED SEPTEMBER 30, 1997. Operations of the Registrant are comparable to the prior year's quarter except for the change in revenues and state taxes. The 1996 land sale was for approximately one acre of the Larchwood Property. There were no land sales in 1997. State Income tax expense is incurred on the receipt of non- bank interest income. The Registrant has not received any non-bank interest in 1997. The 1996 state income tax expense was recorded when the tax was paid, not when the interest was earned. FINANCIAL CONDITION As of October 31, 1997, the Registrant had $21,788 in cash reserves. These funds are expected to provide sufficient liquidity through 1997. On November 14, 1997, the Registrant sold over an acre of the Larchwood property for net proceeds of $272,637. 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: November 21, 1997 By:/s/ Steven D. Ezell ___________________ Steven D. Ezell President Date: November 21, 1997 By:/s/ Michael A. Hartley ______________________ Michael A. Hartley Secretary/Treasurer