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 MARCH 31, 1996 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) One Belle Meade Place, 4400 Harding Road, Suite 500, Nashville, (Address of principal executive office) Tennessee 37205 (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 Three Months Ended March 31, 1996 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) March 31, December 31, 1996 1995 ------------- ------------- ASSETS CASH AND CASH EQUIVALENTS $ 105,134 $ 163,842 LAND HELD FOR INVESTMENT 4,995,822 4,995,822 OTHER ASSETS 275 275 Total Assets $ 5,101,231 $ 5,159,939 ========== ========== LIABILITIES AND PARTNERS' EQUITY ACCOUNTS PAYABLE (4,017) 984 ACCRUED PROPERTY TAXES - 35,236 PARTNERS' EQUITY 5,105,248 5,123,719 Total Liabilities & Partners' Equity $ 5,101,231 $ 5,159,939 ========== ========== <FN> See notes to financial statements. 4 NASHVILLE LAND FUND, LTD. (A Limited Partnership) STATEMENTS OF OPERATIONS (Unaudited) Quarter and Year to Date Ending MARCH 31, _____________________ 1996 1995 ____ ____ REVENUE: Land Sales: Sale Proceeds 184,109 Cost of Land Sold (91,202) Closing Costs (16,414) Gain on Sale of Land 76,493 Interest Income 30,882 Miscellaneous (100) 130 Total Revenue $ (100) $ 107,505 EXPENSES: Property Taxes $ - (1,253) Management Fees 3,500 3,500 Legal & Accounting Fees 11,477 12,900 General & Admin. Expenses 3,395 458 Total Expenses $ 18,372 $ 15,605 NET INCOME (LOSS) $ (18,472) $ 91,900 <FN> See notes to financial statements 5 NASHVILLE LAND FUND, LTD. (A Limited Partnership) STATEMENTS OF CASH FLOWS (Unaudited) Year-to-date MARCH 31, __________________________ 1996 1995 ____ ____ Cash Flows from Operating Activities: Net Income $ (18,472) $ 91,900 Adjustments to reconcile Net Income to Net Cash used in Operating Activities: Change in Other Assets - (5,000) Change in Accounts Payable (5,000) (8,326) Increase in Accrued Interest Receivable - (30,882) Decrease in Accrued Taxes (35,236) (36,251) Gain on Sale of Land - (76,493) Total Adjustments (40,236) (156,952) Net Cash used in Operating Activities (58,708) (65,052) Cash Flows from Investing Activities Sale Proceeds - 167,695 Net Increase/(Decrease) in Cash and Cash Equivalents (58,708) 102,643 CASH AT JANUARY 1, 163,842 104,645 CASH AT MARCH 31, $ 105,134 $ 207,288 ======== ======== <FN> See notes to financial statements. 6 NASHVILLE LAND FUND, LTD. (A Limited Partnership) NOTES TO FINANCIAL STATEMENTS For the Three Months Ended March 31, 1996 (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, 1995. 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, 1996 may not be indicative of the results that may be expected for the year ending December 31, 1996. B.RELATED PARTY TRANSACTIONS The General Partner and its affiliates have been actively involved in managing the Partnership's operations as described in the Prospectus dated April 22, 1986. Compensation earned for these services in the first three months were as follows: 1996 1995 ________ ________ Management Fees $ 3,500 $ 3,500 Accounting Fees 400 400 7 Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 1996. There have been no sales during the first quarter of 1996. With the exception of sales, overall operations of the Registrant are minimal and have not fluctuated signficantly. FINANCIAL CONDITION As of April 30, 1996, the Registrant has $90,855 in cash reserves. These funds are expected to be sufficient through 1996. 8 PART II. OTHER INFORMATION Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 27 - Financial Data Schedule for the First Quarter of 1996 (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: May 13, 1996 By:/s/ Steven D. Ezell ___________________ President Date: May 13, 1996 By:/s/ Michael A. Hartley ______________________ Secretary/Treasurer