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, 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) 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 Six Months Ended June 30, 1995 INDEX Financial Statements: Consolidated Balance Sheets 3 Consolidated Statements of Operations 4 Consolidated Statements of Cash Flows 5 Notes to Financial Statements 6 3 NASHVILLE LAND FUND, LTD. (A Limited Partnership) CONSOLIDATED BALANCE SHEETS (Unaudited) June 30, December 31, 1996 1995 -------- ------------ ASSETS CASH $ 87,181 $ 163,842 LAND HELD FOR INVESTMENT 4,992,672 4,995,822 OTHER ASSETS 275 275 --------- --------- Total Assets 5,080,128 5,159,939 ========= ========= LIABILITIES AND PARTNERS' EQUITY ACCOUNTS PAYABLE 15,675 984 ACCRUED PROPERTY TAXES - 35,236 PARTNERS' EQUITY 5,064,453 5,123,719 ---------- --------- Total Liabilities & Partners' Equity 5,080,128 5,159,939 ========== ========= <FN> See notes to financial statements. /TABLE 4 NASHVILLE LAND FUND, LTD. (A Limited Partnership) CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Quarter to Date Year to Date Ending June 30, ----------------------------------------- 1996 1995 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 Miscellaneous 200 - 500 130 Interest 3,021 37,080 3,021 67,962 ----- ------- ------ ------ Total Revenue 3,221 37,080 3,521 144,585 EXPENSES: State income tax 8,829 - 8,829 - Association Fees 24,691 27,567 24,691 27,567 Management Fees 3,500 3,500 7,000 7,000 Legal & Accounting 5,023 1,899 16,500 14,799 General & Admin. Exp. 1,972 5,539 5,767 4,744 Total Expenses 44,015 38,505 62,787 54,110 NET INCOME(LOSS) $ (40,794) $(1,425) $ (59,266) $90,475 <FN> See notes to financial statements 5 NASHVILLE LAND FUND, LTD. (A Limited Partnership) CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Year-to-date June 30, --------------------- 1996 1995 ---- ---- Cash Flows from Operating Activities: Net Income $(59,266) $90,475 Adjustments to reconcile Net Income to Net Cash used in Operating Activities: Change in Accounts Payable 14,691 8,939 Accrued interest income - (62,877) Decrease in Accrued Taxes (35,236) (36,251) Gain on Sale of Land - (76,493) -------- -------- Total Adjustments (20,545) (166,682) Net Cash used in Operating Activities (79,811) (76,207) Cash Flows from Investing Activities Cash Distribution to Partners - (150,000) Sale Proceeds - 167,695 Reduction in land improvements 3,150 - Net Cash provided by investing activities 3,150 17,695 Net Increase/(Decrease) in Cash and Cash Equivalents (76,661) (58,512) CASH AT JANUARY 1, 163,842 104,645 CASH AT JUNE 30, 87,181 $ 46,133 ========== ========== <FN> See notes to financial statements. 6 NASHVILLE LAND FUND, LTD. (A Limited Partnership) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Six Months Ended June 30, 1995 (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 six month period ended June 30, 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. Compensation earned for these services in the first six months were as follows: 1995 1994 ________ ________ Management Fees $ 7,000 $ 7,000 Accounting Fees 1,700 1,600 7 Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS There have been no sales during the first six months of 1996. With the exception of sales, overall operations of the Registrant are minimal and have not fluctuated signficantly. FINANCIAL CONDITION As of July 30, 1996, the Registrant has $ 79,423 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 (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 14, 1996 By: /s/ Steven D. Ezell President Date:August 14, 1996 By: /s/ Michael A. Hartley Secretary/Treasurer