-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WDrZ0PTsEphkgdTd7D8XwNmNd+SZgpha1kac0fahi7vVfqtFB8IzOTjf25w6sPAt BgqOlyhCd5M9hwSQiJqE6A== 0000790609-00-000027.txt : 20000403 0000790609-00-000027.hdr.sgml : 20000403 ACCESSION NUMBER: 0000790609-00-000027 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NASHVILLE LAND FUND LTD CENTRAL INDEX KEY: 0000793935 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 621299384 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 033-05785-A FILM NUMBER: 590472 BUSINESS ADDRESS: STREET 1: 4400 HARDING RD STREET 2: STE 500 CITY: NASHVILLE STATE: TN ZIP: 37205 BUSINESS PHONE: 6152921040 MAIL ADDRESS: STREET 1: 4400 HARDING RD STREET 2: STE 500 CITY: NASHVILLE STATE: TN ZIP: 37205 10-K405 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20459 FORM 10-K (Mark One) [X] Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 [Fee Required] For the fiscal year ended December 31, 1999 or [ ] Transition Report to Section 13 or 15(d) of the Securities Exchange Act of 1934 [Fee Required] 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 62-1299384 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number.) One Belle Meade Place, 4400 Harding Road, Suite 500, Nashville, Tennessee 37205 (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code: (615) 292-1040 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered None None Securities registered pursuant to Section 12(g) of the Act: UNITS OF LIMITED PARTNERSHIP INTEREST (Title of Class) 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 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy of information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The aggregate sales price of the Units of Limited Partnership Interest to non-affiliates was $7,500,000 as of February 28, 2000. This does not reflect market value, but is the price at which these Units of Limited Partnership Interest were sold to the public. There is no current market for these units. PART I Item 1. Business Nashville Land Fund, Ltd. ("Registrant"), is a Tennessee limited partnership organized on March 26, 1986, pursuant to the provisions of the Tennessee Uniform Limited Partnership Act, Chapter 2, Title 61, Tennessee Code Annotated, as amended. The General Partner of Registrant is 222 Partners, Inc. Registrant's primary business is to own and hold for investment undeveloped real properties located in Goodlettsville, Sumner County and Nashville, Davidson County, Tennessee (the "Property"). Registrant's investment objectives are preservation of investment capital and appreciation of the value of the Property due to development of the immediately surrounding areas and the growth of the communities generally. Financial Information About Industry Segments The Registrant's activity, investment in land, is within one industry segment and geographical area. Therefore, financial data relating to the industry segment and geographical area is included in Item 6 - Selected Financial Data. Narrative Description of Business The Registrant is holding for investment approximately 32 sellable acres of land in various stages of development in Goodlettsville, Sumner County and Nashville, Davidson County, Tennessee. These properties will be referred to respectively as North Creek Business Park Property and Larchwood Property in the remainder of this report. The North Creek Business Park Property is approximately 21 acres of land. It is cleared, graded and improved with roads and utilities. The North Creek Business Park Property is located in the incorporated City of Goodlettsville, approximately 12 miles north of downtown Nashville, and is zoned Commercial PUD. It is intended for office users. An affiliate of the General Partner, North Creek Associates, Ltd., owns land in the immediate vicinity of North Creek Business Park. North Creek Associates, Ltd.'s land is intended primarily for retail and apartment use. The retail site, called North Creek Commons, does not directly compete with the Registrant due to their different uses. The Larchwood Property is approximately 11 acres located in Nashville, Davidson County. It is subdivided into 4 tracts, which are cleared and graded. One of the four tracts is zoned for residential use, and all remaining acreage is zoned Commercial PUD. Competition: The competition surrounding the Registrant's Property has had very little change in the recent years. The competitive sites have also seen little activity in the past year and are asking similar prices to the Registrant. The Registrant has no employees. Partnership management services are being provided under a contractual agreement with Landmark Realty Services Corporation, an affiliate of the General Partner. Item 2. Properties As of December 31, 1999, Registrant owned approximately 32 sellable acres of land in Goodlettsville, Sumner County, and Nashville, Davidson County, Tennessee. These properties consist of 21 acres in the North Creek Business Park and 11 acres of the Larchwood Property. For further information, see Item 1 above. Item 3. Legal Proceedings Registrant is not a party to, nor is any of Registrant's property the subject of, any material legal proceedings. Item 4. Submission of Matters to a Vote of Security Holders The security holders of Registrant did not vote on any matter during the fiscal year covered by this report. PART II Item 5. Market for Registrant's Units of Limited Partnership Interest and Related Security Holder Matters There is no established market for the Units, and it is not anticipated that any will exist in the future. The Registrant commenced an offering to the public on June 26, 1986 of 7,500 Units of limited partnership interests at $1,000 per Unit. The offering of $7,500,000 was fully subscribed and closed on July 31, 1986. As of February 28, 2000, there were 465 holders of record of the 7,500 Units of limited partnership interests. There are no material restrictions upon Registrant's present or future ability to make distributions in accordance with the provisions of Registrant's Limited Partnership Agreement. Item 6. Selected Financial Data For the Year Ended December 31, 1999 1998 1997 1996 1995 Total Revenue $ 339,656 473,706 106,214 48,475 441,335 Net Income (loss) 88,966 363,144 3,346 (935,415) 242,773 Net Income (loss) per limited partner unit 11.86 48.42 0.45 (124.72) 32.37 Total Assets 2,304,829 3,088,632 4,204,625 4,220,840 5,159,939 Cash Distributions per limited partner unit 120 200 - - 200 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Sales During 1999, the Registrant sold approximately 13 acres at the North Creek Business Park Property. Gross proceeds were approximately $1.2 million. From these proceeds, $900,000 was distributed to the partners. The remaining proceeds were used to meet operational expenses of the partnership. During 1998, the Registrant sold four parcels of land. Three sales were from the North Creek Business Park Property. These sales totalled 9.7 acres and had gross proceeds of $1,325,076. The other sale from the Larchwood Property was for 2.5 acres and had gross proceeds of $260,670. From these and prior sales, the Registrant distributed $1,500,000 to the limited partners. In 1997, The Registrant sold 1.47 acres of the Larchwood property for approximately $320,000. Proceeds were retained to meet operating expenses. Analysis of Operations Operations of the Registrant are consistent through the years. During the fourth quarter of 1999, based on recent sales projections, management determined that the property held for sale was impaired and, in accordance with SFAS No. 121, increased the allowance by $140,000 to $1,017,154 from the prior amount of $877,154. Year 2000 In 1998, the Partnership initiated a plan ("Plan") to identify, and remediate "Year 2000" issues within each of its significant computer programs and certain equipment which contain microprocessors. The Plan addressed the issue of computer programs and embedded computer chips being unable to distinguish between the year 1900 and the year 2000, if a program or chip uses only two digits rather than four to define the applicable year. The Partnership divided the Plan into five major phases-assessment, planning, conversion, implementation and testing. The plan was completed in mid 1999. The total remediation costs for the plan were not material to the operation or liquidity of the partnerships. The Registrant had no significant operational difficulties related to Year 2000 issue. Management does not expect any future issues or operational problems related to Year 2000 issues. Financial Condition and Liquidity At February 29, 2000 $ 95,478 was held in cash and cash equivalents to cover partnership administrative expenses. The General Partner believes that this cash will be sufficient to meet operating needs for 2000. Item 8. Financial Statements and Supplementary Data The Financial Statements required by Item 8 are filed at the end of this Report. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. PART III Item 10. Directors and Executive Officers of the Registrant Registrant does not have any directors or officers. 222 Partners, Inc. is the General Partner of the Registrant and as such has general responsibility and ultimate authority in matters affecting Registrant's business. 222 Partners Inc. 222 Partners, Inc. was formed in September, 1986 and serves as co-general partner for several other real estate investment limited partnerships. The executive officers and directors of 222 Partners, Inc. are W. Gerald Ezell, Steven D. Ezell, and Michael A. Hartley. Officers and Directors of 222 Partners, Inc. are as follows: W. Gerald Ezell, age 69, serves on the Board of Directors of 222 Partners, Inc. Until November, 1985, Mr. Ezell had been for over 20 years an agency manager for Fidelity Mutual Life Insurance Company and a registered securities principal of Capital Analysts Incorporated, a wholly owned subsidiary of Fidelity Mutual Life Insurance Company. Steven D. Ezell, age 47, is the President and sole shareholder of 222 Partners, Inc. He has been an officer of 222 Partners, Inc. from September 17, 1986 through the current period. Mr. Ezell is President and 50% owner of Landmark Realty Services Corporation. For the prior four years, Mr. Ezell was involved in property acquisitions for Dean Witter Realty Inc. in New York City, most recently as Senior Vice President. Steven D. Ezell is the son of W. Gerald Ezell. Michael A. Hartley, age 40, is Secretary/Treasurer and a Vice President of 222 Partners, Inc. He has been an officer of 222 Partners, Inc. from September 17, 1986 through the current period. He is Vice President and 50% owner of Landmark Realty Services Corporation. Prior to joining Landmark in 1986, Mr. Hartley was Vice President of Dean Witter Realty Inc., a New York-based real estate investment firm. Item 11. Executive Compensation During 1999, Registrant was not required to and did not pay remuneration to any executives, partners of the General Partner or any affiliates, except as set forth in Item 13 of this report, "Certain Relationships and Related Transactions." The General Partner does participate in the profits, losses and distributions of the Registrant as set forth in the Partnership Agreement. Item 12. Security Ownership of Certain Beneficial Owners and Management As of February 28, 2000 no person or "group" (as that term is used in Section 13(d) (3) of the Securities Exchange Act of 1934) was known by the Registrant to beneficially own more than five percent of the Units of Registrant. As of the above date, the Registrant knew of no officers or directors of 222 Partners, Inc. that beneficially owned any of the units of the Registrant. There are no arrangements known by the Registrant, the operation of which may, at a subsequent date, result in a change in control of the Registrant. Item 13. Certain Relationships and Related Transactions No affiliated entities have, for the year ending December 31, 1999, earned or received compensation or payments for services from the Registrant in excess of $60,000. For a listing of miscellaneous transactions with affiliates which were less than $60,000 refer to Note 4 of the Financial Statements included herein. PART IV Item 14. Exhibits Financial Statement Schedules and Reports on Form 8-K (a) (1) Financial Statements Independent Auditors' Report F-1 Financial Statements Balance Sheets F-2 Statements of Operations F-3 Statements of Partners' Equity F-4 Statements of Cash Flows F-5 Notes to Financial Statements F-6 (2) Financial Statement Schedules Independent Auditors' Report S-1 Schedule III - Real Estate and Accumulated Depreciation S-2 (3) Exhibits 3 Amended and Restated Certificate and Agreement of limited Partnership, incorporated by reference to Exhibit A to the Prospectus of Registrant dated June 26, 1986 filed pursuant to Rule 424 (b) of the Securities and Exchange Commission. 22 Subsidiaries - Registrant has no subsidiaries. 27 Financial Data Schedule (b) No reports on Form 8-K have been filed during the last quarter of 1999. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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: March 30, 2000 By:/s/ Steven D. Ezell President and Director DATE: March 30, 2000 By:/s/ Michael A. Hartley Secretary Treasurer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. NASHVILLE LAND FUND, LTD. By: 222 Partners, Inc. General Partner DATE: March 30, 2000 By:/s/ Steven D. Ezell President and Director DATE: March 30, 2000 By:/s/ Michael A. Hartley Secretary Treasurer Supplement Information to be Furnished with Reports filed Pursuant to Section 15(d) of the Act by Registrant Which Have Not Registered Securities Pursuant to Section 12 of the Act: No annual report or proxy material has been sent to security holders. Independent Auditors' Report The Partners Nashville Land Fund, Ltd.: We have audited the accompanying balance sheets of Nashville Land Fund, Ltd. (a limited partnership) as of December 31, 1999 and 1998, and the related statements of operations, partners' equity, and cash flows for each of the years in the three-year period ended December 31, 1999. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Nashville Land Fund, Ltd. at December 31, 1999 and 1998, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 1999, in conformity with generally accepted accounting principles. KPMG LLP Nashville, Tennessee January 21, 2000 F-1 NASHVILLE LAND FUND, LTD. (A Limited Partnership) Balance Sheets December 31, 1999 and 1998 Assets 1999 1998 Cash $ 128,827 47,881 Restricted Cash (note 2) 36,982 35,829 Land and improvements held for investment, less valuation allowance of $1,017,154 and $877,154 in 1999 and 1998 (note 3) 2,116,945 3,004,747 Due From Affiliates 21,900 - Other assets 175 175 Total assets $ 2,304,829 3,088,632 Liabilities and Partners' Equity Accounts payable $ 61,069 33,838 Partners' equity: Limited partners, 7,500 units outstanding 2,234,674 3,054,708 Special limited partner 4 4 General partner 82 82 Total partners' equity 2,243,760 3,054,794 Commitments(notes 2 and 4) Total liabilities and partners' equity $ 2,304,829 3,088,632 See accompanying notes to financial statements. F-2 NASHVILLE LAND FUND, LTD. (A Limited Partnership) Statements of Operations For the Years Ended December 31, 1999, 1998 and 1997 1999 1998 1997 Revenue: Sale of land and improvements $ 1,185,919 1,585,746 320,390 Cost of land and improvements sold (751,019) (965,501) (189,530) Closing costs (note 4) (100,709) (153,824) (28,245) Gain on land sales 334,191 466,421 102,615 Interest 5,365 7,285 2,841 Miscellaneous 100 - 758 Total revenues 339,656 473,706 106,214 Expenses: Partnership and property management fees (note 4) 14,000 14,000 14,000 Association fees (note 5) 24,528 25,463 23,339 Legal and accounting fees (note 4) 26,917 19,352 19,393 Architect and engineering fees 9,173 10,822 8,575 General and administration(note4) 1,429 3,313 5,153 Property taxes 34,643 37,612 32,408 Increase in valuation allowance for land held for investment (note 3) 140,000 - - Total expenses 250,690 110,562 102,868 Net income $ 88,966 363,144 3,346 Net income allocated to: General partner $ - - - Special limited partner - - - Limited partners 88,966 363,144 3,346 Net income per limited partnership unit: $ 11.86 48.42 0.45 Weighted average units outstanding 7,500 7,500 7,500 See accompanying notes to financial statements. F-3 NASHVILLE LAND FUND, LTD. (A Limited Partnership) Statements of Partners' Equity Years ended December 31, 1999, 1998 and 1997 Special Limited limited General partners partner partner Total units amount Balance at December 31, 1996 7,500 $4,188,218 4 82 4,188,304 Net income - 3,346 - - 3,346 Balance at December 31, 1997 7,500 4,191,564 4 82 4,191,650 Distributions (Note 6) - (1,500,000) - - (1,500,000) Net Income - 363,144 - - 363,144 Balance at December 31, 1998 7,500 3,054,708 4 82 3,054,794 Net Income - 88,966 - - 88,966 Distribution(Note 6) - (900,000) - - (900,000) Balance at December 31, 1999 7,500 $2,243,674 4 82 2,243,760 See accompanying notes to financial statements. F-4 NASHVILLE LAND FUND, LTD. (A Limited Partnership) Statements of Cash Flows Years ended December 31, 1999, 1998, and 1997 1999 1998 1997 Cash flows from operating activities: Net income $ 88,966 363,144 3,346 Adjustments to reconcile net income to net cash provided by operating activities: Cost of land and improvements sold 751,019 965,501 189,530 Cost of land improvements (3,217) (45,105) (59,341) Increase in restricted cash (1,153) (13,829) (22,000) Decrease (Increase) in other assets - 117 (17) Increase (decrease) in accounts payable 27,231 20,863 (19,561) Return of development fees - - 11,500 Increase in accounts receivable from affiliates (21,900) - - Increase in valuation allowance for land held for investment 140,000 - - Net cash provided by operating activities 980,946 1,290,691 103,457 Cash flows from financing activities- Distributions to partners (900,000) (1,500,000) - Net increase (decrease) in cash 80,946 (209,309) 103,457 Cash at beginning of year 47,881 257,190 153,733 Cash at end of year $128,827 47,881 257,190 See accompanying notes to financial statements. F-5 NASHVILLE LAND FUND, LTD. (A Limited Partnership) Notes to Financial Statements December 31, 1999 and 1998 (1) Summary of Significant Accounting Policies (a) Organization Nashville Land Fund, Ltd. (the Partnership) is a Tennessee Limited Partnership organized in March, 1986 to acquire, own, and hold for investment certain parcels of undeveloped real property located in Metropolitan Nashville, Davidson County, and Sumner County, Tennessee. 222 Partners, Inc. is the general partner of the Partnership. The Partnership prepares financial statements and income tax returns on the accrual basis of accounting. In the event that the Partnership has short- term cash deficiencies, the General Partner can defer the collection of fees for certain related party expenses or grant interest-free loans from related parties until cash becomes available. (b) Estimates Management of the partnership has made certain estimates and assumptions to prepare these financial statements in accordance with generally accepted accounting principles. These estimates include the determination of the estimated fair value of the land held for investment. Actual results could differ from those estimates. (c) Cash Cash belonging to the Partnership is combined in an account with funds from other partnerships related to the general partner. (d) Land and Improvements Held for Investment Land and improvements held for investment are recorded at cost and include two tracts of undeveloped land representing approximately 32 and 45 acres in 1999 and 1998, respectively. Land costs include amounts incurred to acquire and develop the land, including interest and property taxes, during the development period. F-6 NASHVILLE LAND FUND, LTD. (A Limited Partnership) Notes to Financial Statements (1) Summary of Significant Accounting Policies (continued) (d) Land and Improvements Held for Investment(continued) Costs to hold land, including interest and property taxes, are charged to expense. Land improvement costs incurred include development costs expended subsequent to the acquisition of a tract. Long-lived assets to be disposed of are reported at the lower of the carrying amount or fair value less estimated costs to sell. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value less estimated costs to sell of the assets. If impaired, management establishes an allowance for impairment with a corresponding charge to earnings. Losses upon the sale of the assets are recognized against the allowance to the extent available. (e) Income Recognition Income from sales of land and improvements held for investment is generally recorded on the accrual basis when the buyer's financial commitment is sufficient to provide economic substance to the transaction, and when other criteria of SFAS No. 66 " Accounting for Sales of Real Estate" are satisfied. For sales of real estate where both cost recovery is reasonably certain and the collectibility of the contract price is reasonably assured, but the transaction does not meet the remaining requirements to be recorded on the accrual basis, profit is deferred and recognized under the installment method, which recognizes profit as collections of principal are received. If developments subsequent to the adoption of the installment method occur which cause the transaction to meet the requirements of the full accrual method, the remaining deferred profit is recognized at that time. Any losses on sales of real estate are recognized at the time of the sale. NASHVILLE LAND FUND, LTD. (A Limited Partnership) Notes to Financial Statements (1) Summary of Significant Accounting Policies (continued) (f) Income Taxes No provision has been made in the financial statements for Federal income taxes, since such taxes are the responsibilities of the partners. The partnership is subject to a 6% state tax on certain interest income. Additionally, the partners receive, from the partnership, IRS Form K-1's which provides them with their share of taxable income (or losses), deductions, and other tax information. The primary difference between the tax basis and reported amounts of the Partnership's assets and liabilities relates to the valuation of land held for investment. (g) Partnership Allocations Net profits, losses and distributions of cash flow of the Partnership are allocated to the partners in accordance with the Partnership agreement as follows: Partnership net profits are allocated first to any partner with a negative balance in their capital account, determined at the end of the taxable year as if the Partnership had distributed cash flow, in proportion to the negative capital balance account of all partners until no partner's capital account is negative. Net profit allocations are then made to the limited partners up to the difference between their capital account balances and the sum of their adjusted capital contributions (capital balance, net of cumulative cash distributions in excess of preferred returns - 10% annual cumulative return on capital contributed) and unpaid preferred returns. Any remaining net profits are allocated to the limited partners until the taxable year in which cumulative distributions to the limited partners equal their adjusted capital contribution plus an unpaid preferred return. Net profits are then allocated to the general partner until the ratio of the general partner's capital account balance to the capital account balances in excess of adjusted capital contributions and unpaid preferred return of all limited partners is 28% to 72%. Thereafter, profits are generally allocated 28% to the general partner and 72% to the limited partners. NASHVILLE LAND FUND, LTD. (A Limited Partnership) Notes to Financial Statements (1) Summary of Significant Accounting Policies (continued) (g) Partnership Allocations(continued) Net losses are allocated to the partners in proportion to their positive capital accounts. Partnership distributions are allocated to the limited partners in an amount equal to their preferred return (10% annual cumulative return on capital contributed) to the extent unpaid to date. Any remaining distributions are allocated 99% to the limited partners and 1% to the general partner until the limited partners have received an amount equal to their adjusted capital contributions, and thereafter, 72% to the limited partners and 28% to the general partner. Cumulative unpaid preferred returns are $4,116,558 at December 31, 1999. (h) Comprehensive Income 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 years ended December 31, 1999 and 1998, the Partnership had no components of other comprehensive income. Accordingly, comprehensive income for each of the years was the same as net income. (2) Restricted Cash At December 31, 1999 and 1998, the Partnership has restricted cash balances of $36,982 and $35,829, respectively, to be used to fund property improvements, consisting of utility work. This restricted cash secures a letter of credit in the same amount to ensure that the required developments are made. NASHVILLE LAND FUND, LTD. (A Limited Partnership) Notes to Financial Statements (3) Land and Improvements Held for Investment The components of land and improvements held for investment at December 31, are as follows: 1999 1998 Land and improvements $ 3,134,099 3,881,901 Valuation Allowance (1,017,154) (877,154) $ 2,116,945 3,004,747 The aggregate cost for federal income tax purposes was $3,195,586 and $3,972,199 at December 31, 1999 and 1998, respectively. During the fourth quarter of 1999, based on recent sales projections, management determined that the property held for sale was impaired and, in accordance with SFAS No. 121, increased the allowance by $140,000 to $1,017,154 from the prior amount of $877,154. (4) Related Party Transactions The general partner and its affiliates have been actively involved in managing the Partnership. Affiliates of the general partner receive fees for performing certain services. Expenses incurred for these services for the years ended December 31, 1999, 1998, and 1997 are as follows: 1999 1998 1997 Partnership and property management fees $ 14,000 14,000 14,000 Development fees(closing costs) - 10,020 - Accounting fees 3,100 3,101 2,600 Office Administration Fees 384 2,311 1,250 (5) Association Fees During 1989, an owners' association was formed to manage a portion of the land and improvements held for investment. The Partnership incurred association fees totaling $24,528 in 1999, $25,463 in 1998, and $23,339 in 1997 which relate to the Partnership's pro rata share of the owners' association expenses, consisting primarily of electricity costs, irrigation, and landscape maintenance. F-10 NASHVILLE LAND FUND, LTD. (A Limited Partnership) Notes to Financial Statements (6) Distributions For the year ended December 31, 1999, the Partnership made distributions to the limited partners of $900,000 ($120 per unit). There were distributions of $1,500,000 ($200 per unit) in 1998 and no distributions were made in 1997. F-11 Independent Auditors' Report The Partners Nashville Land Fund, Ltd.: Under date of January 21, 2000, we reported on the balance sheets of Nashville Land Fund, Ltd. as of December 31, 1999 and 1998, and the related statements of operations, partners' equity, and cash flows for each of the years in the three-year period ended December 31, 1999. These financial statements and our report thereon are included elsewhere herein. In connection with our audits of the aforementioned financial statements, we have also audited the related financial statement Schedule III, Real Estate and Accumulated Depreciation. This financial statement schedule is the responsibility of the Partnership's management. Our responsibility is to express an opinion on this financial statement schedule based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. Nashville, Tennessee KPMG LLP January 21, 2000 S-1 NASHVILLE LAND FUND, LTD. (A Limited Partnership) Schedule III Real Estate and Accumulated Depreciation (December 31, 1999) Initial Cost to Cost capitalized Gross amount at Partnership subsequent which carried to acquisition at close of period
Description Encum- Land Building Improve- Carrying Land Building Total Accumulated Date of Date brances & improvements ments costs & improve- de- construct acquired ments preciation* tion North Creek Business Park 21 acres $ - 775,298 - 435,895 42,494 775,298 478,389 1,253,687 - n/a 6/16/86 Larchwood Property 11 acres - 378,029 - 441,558 43,671 378,029 485,229 863,258 - n/a 7/31/87 Total $ - 1,153,327 - 877,453 86,165 1,153,327 963,618 2,116,945 *Assets scheduled above represent land and non-depreciable land improvements, therefore accumulated depreciation and depreciable lives are non applicable. Amounts are net of valuation allowance of $1,017,154.
S-2 Schedule III NASHVILLE LAND FUND, LTD. (A Limited Partnership) Real Estate and Accumulated Depreciation(continued) December 31, 1999 1999 1998 1997 (1) Balance at beginning $ 3,004,747 3,925,143 4,066,832 of Period Additions during period: Improvements 3,217 45,105 59,341 Deductions during period: Cost of real estate sold (751,019) (965,501) (189,530) Other- reimbursement of development fees from municipality - - (11,500) Increase in valuation allowance for land held for investment (140,000) - - (891,019) (965,501) (201,030) Balance at end of period $ 2,116,945 3,004,747 3,925,143 (2) Aggregate cost for Federal income tax purposes $ 3,195,586 3,972,197 5,069,648 See accompanying independent auditors' report. S-3 Exhibits Filed Pursuant to Item 14 (a) (3): NASHVILLE LAND FUND, LTD. (A Tennessee Limited Partnership) Exhibit Index Exhibit 3 Amended and Restated Certificate and Agreement of limited Partnership, incorporated by reference to Exhibit A to the Prospectus of Registrant dated June 26, 1986 filed pursuant to Rule 424 (b) of the Securities and Exchange Commission. 22 Subsidiaries - Registrant has no subsidiaries. 27 Financial Data Schedule EX-27 2
5 0000793935 NASHVILLE LAND FUND, LTD 12-MOS DEC-31-1999 DEC-31-1999 128,827 0 0 0 0 0 2,116,945 0 2,304,829 61,069 0 0 0 0 2,243,760 2,304,829 1,185,919 339,656 751,019 851,728 250,690 0 0 88,966 0 88,966 0 0 0 88,966 11.86 11.86
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