10-Q 1 nlf.htm NASHVILLE LAND FUND LTD 093001 10-Q <SUBMISSION>

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, 2001

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 incorporation or organization)

(I.R.S. Employer 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 ___

 

 

 

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

NASHVILLE LAND FUND, LTD.

(A Tennessee Limited Partnership)

FINANCIAL STATEMENTS

For the Three and Nine Months Ended September 30, 2001 and 2000

(Unaudited)

INDEX

 

 

Financial Statements:

Balance Sheets 2

Statements of Operations 3

Statements of Cash Flows 4

Notes to Financial Statements 5

 

<PAGE> 3

 

NASHVILLE LAND FUND, LTD.

(A Limited Partnership)

BALANCE SHEETS

(Unaudited)

 

September 30, 2001

December 31, 2000

ASSETS

   
     

Cash

$2,507

22,829

Restricted cash

36,000

38,877

Land and improvements held for sale

542,827

1,246,510

Other assets

175

175

Due from affiliate

10,000

-

     
     

Total Assets

$591,509

1,308,391

     
     
     

LIABILITIES AND PARTNERS' EQUITY

   
     

Due to affiliates

$74

5,999

Franchise and excise tax payable

1,500

1,511

Accounts payable

3,000

0

Property taxes payable

13,146

23,082

     

Total Liabilities

17,720

30,592

     

Partners' equity:

   
     

Limited partners, 7,500 units outstanding

573,703

1,277,713

Special limited partner

4

4

General partner

82

82

     

Total partners' equity

573,789

1,277,799

     
     

Total liabilities and partners' equity

$591,509

1,308,391

 

 

See notes to financial statements.

 

<PAGE> 4

 

 

NASHVILLE LAND FUND, LTD.

(A Limited Partnership)

STATEMENTS OF OPERATIONS

(Unaudited)

         

Three months ended

Nine months ended

 

September 30,

 

2001

2000

2001

2000

REVENUE:

       

Land Sale:

       

Gross proceeds

-

666,170

896,805

666,170

Cost of land and improvements sold

-

<590,122>

<703,682>

<590,122>

Selling costs

-

<70,011>

<83,120>

<70,011>

         

Gain on sale

-

6,037

110,003

6,037

         

Interest income

269

262

610

652

         

Total revenue

269

6,299

110,613

6,689

         

Expenses:

       
         

State franchise and excise tax

500

1,511

1,500

4,533

Association expense

-

25,463

-

25,463

Property taxes

7,382

7,381

18,380

11,708

Grounds maintenance

-

36

-

36

Partnership and property management fees

3,500

3,500

10,500

10,500

Legal and accounting fees

2,625

500

23,426

15,472

General and administrative expenses

3,038

1,329

5,289

4,085

Other expenses

-

-

5,527

-

         

Total expenses

17,045

39,720

64,622

71,797

         
         

Net (loss) income

$<16,776>

<33,421>

45,991

<65,108>

Net (loss) income per limited partner unit

($2.24)

(4.46)

6.13

(8.68)

Units outstanding

7,500

7,500

7,500

7,500

 

 

See notes to financial statements

 

 

<PAGE> 5

 

NASHVILLE LAND FUND, LTD.

(A Limited Partnership)

STATEMENTS OF CASH FLOWS

(Unaudited)

 

9/30/01

9/30/00

Cash flows from operating activities:

   
     

Net income (loss)

$45,991

<65,108>

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

     

Decrease (increase) in restricted cash

2,877

<652>

(Increase) decrease in receivable from affiliate

<10,000>

10,263

Cost of land improvements sold

703,682

590,122

Cost of land improvements

0

<10,864>

Decrease in payable to affiliate

<5,925>

-

Increase (decrease) in accounts payable

3,000

<10,632>

(Decrease) increase in property taxes payable

<9,936>

4,327

Decrease in franchise and excise payable

<11>

-

     

Net cash provided by operating activities

729,678

517,456

     

Cash flows from financing activities:

   

Cash distribution

<750,000>

<600,000>

     

Net decrease in cash

<20,322>

<82,545>

     

Cash at beginning of period

22,829

128,827

Cash at end of period

$2,507

46,283

 

See notes to financial statements.

 

<PAGE> 6

NASHVILLE LAND FUND, LTD.

(A Limited Partnership)

NOTES TO FINANCIAL STATEMENTS

For the Three and Nine Months Ended September 30, 2001 and 2000

(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 accounting principles generally accepted in the United States of America. 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, 2000. 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, 2001 may not be indicative of the results that may be expected for the year ending December 31, 2001.

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 were as follows:

 

Nine months ended September 30,

 

2001

2000

Partnership and Property Management Fees

$10,500

10,500

Accounting Fees

11,750

10,659

Development fees

-

4,000

     

C. COMPREHENSIVE INCOME

During the nine-month periods ended September 30, 2001 and 2000, the Partnership had no components of other comprehensive income (loss). Accordingly, comprehensive income (loss) for each of the  periods was the same as net income (loss).

D. LIQUIDITY

The Partnership has suffered recurring losses from operations and has a net working capital deficiency at September 30, 2001. At September 30, 2001, the Partnership had unrestricted cash of $2,507, liabilities to non-affiliated entities of $17,646. The cash is insufficient to fund ongoing operations. The Partnership owns assets with a fair value of $591,509 and has liabilities of $17,720. If funds are not sufficient to meet operational expenses in 2001, the General partner can defer the collection of fees for certain affiliated expenses and can provide advances until cash becomes available.

Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

RESULTS OF OPERATIONS FOR THE QUARTER ENDED

On January 23, 2001, the Registrant sold the land remaining at the North Creek Business Park. This land totaled approximately 12 acres and sold for $896,805. The Registrant distributed $750,000 to the limited partners. The remaining proceeds were retained to meet operating expenses.

The Registrant continues to hold the Larchwood Property. It 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.

Except for sales, overall operations of the Registrant are minimal and have not fluctuated significantly.

FINANCIAL CONDITION

The Partnership has suffered recurring losses from operations and has a net working capital deficiency at September 30, 2001. At September 30, 2001, the Partnership had unrestricted cash of $2,507, liabilities to non-affiliated entities of $17,646. The cash is insufficient to fund ongoing operations. The Partnership owns assets with a fair value of $591,509 and has liabilities of $17,720. If funds are not sufficient to meet operational expenses in 2001, the General partner can defer the collection of fees for certain affiliated expenses and can provide advances until cash becomes available.

In July 2001, the FASB issued Statement 143, "Accounting for Asset Retirement Obligations" (SFAS 143). The Partnership is required to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred. When the liability is initially recorded, the Partnership will capitalize a cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, the Partnership either will settle the obligation for its recorded amount or will incur a gain or loss upon settlement. The standard is effective for fiscal years beginning after June 15, 2002, with earlier adoption permitted. The Partnership does not expect the adoption of this standard to have a material effect on the Partnership's revenue, operating results or liquidity.

In August 2001, the Financial Accounting Standards Board issued FASB Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (Statement 144), which supersedes both FASB Statement No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of (Statement 121) and the accounting and reporting provisions of APB Opinion No. 30, Reporting the Results of Operations-Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions (Opinion 30), for the disposal of a segment of a business (as previously defined in that Opinion). Statement 144 retains the fundamental provisions in Statement 121 for recognizing and measuring impairment losses on long-lived assets held for use and long-lived assets to be disposed of by sale, while also resolving significant implementation issues associated with Statement 121. For example, Statement 144 provides guidance on how a long-lived asset that is used as part of a group should be evaluated for impairment, establishes criteria for when a long-lived asset is held for sale, and prescribes the accounting for a long-lived asset that will be disposed of other than by sale. Statement 144 retains the basic provisions of Opinion 30 on how to present discontinued operations in the income statement but broadens that presentation to include a component of an entity (rather than a segment of a business). Unlike Statement 121, an impairment assessment under Statement 144 will never result in a write-down of goodwill. Rather, goodwill is evaluated for impairment under Statement No. 142, Goodwill and Other Intangible Assets.

The Company is required to adopt Statement 144 no later than the year beginning after December 15, 2001, and plans to adopt its provisions for the quarter ending March 31, 2002. Management does not expect the adoption of Statement 144 for long-lived assets held for use to have a material impact on the Company's financial statements because the impairment assessment under Statement 144 is largely unchanged from Statement 121. The provisions of the Statement for assets held for sale or other disposal generally are required to be applied prospectively after the adoption date to newly initiated disposal activities. Therefore, management cannot determine the potential effects that adoption of Statement 144 will have on the Company's financial statements.

 

 

 

<PAGE> 8

 

PART II. OTHER INFORMATION

 

 

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

 

(a) Exhibits - none

(b) No 8-K's have been filed during this quarter.

 

 

 

 

 

<PAGE> 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 14, 2001

By:/s/ Steven D. Ezell

 

President

 

Date: November 14, 2001

By:/s/ Michael A. Hartley

 

Secretary/Treasurer