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, 1998 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, 1998 and 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, 1998 1997 -------- ------------ ASSETS CASH $ 42,046 $ 257,190 RESTRICTED CASH 35,011 22,000 ACCOUNTS RECEIVABLE AFFILIATES 5,517 - LAND HELD FOR INVESTMENT 3,275,709 3,925,143 OTHER ASSETS 175 292 --------- --------- Total Assets $ 3,358,458 $ 4,204,625 ========= ========= LIABILITIES AND PARTNERS' EQUITY ACCOUNTS PAYABLE $ 74 $ 12,975 PARTNERS' EQUITY: Limited Partners, 7,500 units outstanding 3,358,298 4,191,564 Special Limited Partner 4 4 General Partner 82 82 Total Partners' equity $ 3,358,384 $ 4,191,650 ---------- --------- Total Liabilities & Partners' Equity 3,358,458 4,204,625 ========== ========= <FN> See notes to financial statements. /TABLE 4 NASHVILLE LAND FUND, LTD. (A Limited Partnership) STATEMENTS OF OPERATIONS (Unaudited) Quarter to Date Year to Date Ending June 30, ----------------------------------------- 1998 1997 1998 1997 ---- ---- ---- ---- REVENUE: Sales of Land and Improvements $ - $ - $1,015,981 $ - Cost of Land and Improvements Sold - - (676,198) - Selling Expenses - - (104,088) - Gain on Sale of Land and Improvements - - 235,695 - Miscellaneous - 758 - 758 Interest 147 2,841 4,290 2,841 Total Revenues 147 3,599 239,985 3,599 EXPENSES: Maintenance - 2,624 - 5,930 Management Fees 3,500 3,500 7,000 7,000 Legal & Accounting Fees 5,501 7,243 15,351 18,393 Administration Expense 650 1,231 650 3,841 Property Taxes - - 250 - Total Expenses 9,651 14,598 23,251 35,164 NET INCOME (LOSS) $ (9,504) $(10,999) $216,734 $(31,565) <FN> See notes to financial statements 5 NASHVILLE LAND FUND, LTD. (A Limited Partnership) STATEMENTS OF CASH FLOWS (Unaudited) Year-to-date June 30, --------------------- 1998 1997 ---- ---- Cash flows from operating activities: Net income (loss) $216,734 $(31,565) Adjustments to reconcile Net income (loss) to net cash provided (used)in operating activities: Cost of Land and Improvements Sold 676,198 - Cost of Land Improvements (26,764) (30,205) Increase in restricted Cash (13,011) - Increase in accounts receivable affiliates (5,517) - Decrease in accounts payable(12,901) (31,928) Decrease (Increase) in other assets 117 (2,700) Net cash provided (used) in operating activities 834,856 (96,398) Cash Flows from financing activities- Distributions to Partners (1,050,000) - Net decrease in Cash (215,144) (96,398) CASH AT JANUARY 1, 257,190 153,733 CASH AT JUNE 30, $ 42,046 $ 57,335 <FN> See notes to financial statements. 6 NASHVILLE LAND FUND, LTD. (A Tennessee Limited Partnership) NOTES TO FINANCIAL STATEMENTS For the Three and Six Months Ended June 30, 1998 and 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, 1997. 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, 1998 may not be indicative of the results that may be expected for the year ending December 31, 1998. 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: 1998 1997 ________ ________ Management Fees $ 7,000 $ 7,000 Accounting Fees 2,100 1,700 7 NASHVILLE LAND FUND, LTD. (A Tennessee Limited Partnership) NOTES TO FINANCIAL STATEMENTS (continued) For the Three and Six Months Ended June 30, 1998 and 1997 (Unaudited) C. COMPREHENSIVE INCOME Effective January 1, 1998, the Partnership adopted Statement of Financial Accounting Standards (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 three and six month periods ended June 30, 1998 and 1997, the Partnership had no components of comprehensive income. Accordingly, comprehensive income for each of the periods was the same as net income(loss). 8 Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS During 1998, the Registrant sold three parcels of land. Two sales were from the North Creek Business Park Property. These sales totalled 5.3 acres and had gross proceeds of $755,311. The other sale from the Larchwood Property was for 1.4 acres and had gross proceeds of $260,670. From these and prior sales, the Registrant distributed $1,050,000 to the limited partners. Overall operations of the Registrant are minimal and have not fluctuated significantly. The General Partner continues to monitor the impact of year 2000 issues on our computer systems and applications and has developed a remediation plan. We expect the cost of upgrading computers and software to be immaterial to the Registrant. FINANCIAL CONDITION As of July 30, 1998, the Registrant has $ 37,021 in cash reserves. These funds are expected to be sufficient through 1998. 9 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. 10 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 14, 1998 By: /s/ Steven D. Ezell President Date:August 14, 1998 By: /s/ Michael A. Hartley Secretary/Treasurer