-----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, NONw7m1b5+eZF6FqV0ZR9iQLl9RowYMMHn+52lP9M7r6Dp5nGqdx0cOjj6pl/dmH gNv47n6P07wsxX0lrTOU3w== 0000918695-96-000018.txt : 19960402 0000918695-96-000018.hdr.sgml : 19960402 ACCESSION NUMBER: 0000918695-96-000018 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960401 SROS: NONE 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: 1934 Act SEC FILE NUMBER: 033-05785-A FILM NUMBER: 96543442 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. 20549 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, 1995 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 29, 1996. 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 58 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 44 acres of land. It is subdivided into 20 tracts, which are 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 14 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, 1995, Registrant owned approximately 58 sellable acres of land in Goodlettsville, Sumner County, and Nashville, Davidson County, Tennessee. These properties consist of 44 acres in the North Creek Business Park and 14 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 29, 1996, there were 458 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, 1995 1994 1993 1992 1991 Total Income $341,335 $124,358 $183,105 $132,101 $212,626 Net Earnings 242,773 11,389 74,306 28,549 99,076 Net Earnings 32.37 1.52 9.91 3.81 13.21 per unit Total Assets 5,159,939 6,430,985 6,390,008 6,469,190 6,435,847 Cash Distributions 200 - 20 - 20 per $1000 units Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations On January 4, 1995, the Registrant sold approximately one acre to a hotel developer for approximately $184,000. There were no sales during 1994. In 1993, the Registrant sold one acre for $210,000. The 1993 proceeds were used to make a cash distribution to the partners in the amount of $150,001. The remainder of the 1993 proceeds are being retained primarily for operating expenses. Also during 1995, the Registrant received $1,490,292 as payment of interest and principal on the Note receivable. These proceeds together with the sale proceeds were used to make a $1.5 million distribution to the partners. Although there have been some variances between accounts, overall operations of the Registrant have not fluctuated significantly except for the absence of land sales in 1994. During 1994, the interest income calculation on the note receivable was changed from simple interest to quarterly compounded interest in accordance with the Note Agreement. The change did not have a material impact on the financial statements. Financial Condition and Liquidity At February 29, 1996, $116,826 was held in cash and cash equivalents to cover partnership administrative expenses. The General Partner believes that the 1996 operational expenses will remain comparable to those incurred in the recent past. Therefore, the present cash balances should provide sufficient liquidity for 1996. Sales of the land held for investment are the Registrant's primary sources of additional capital resources and liquidity. In March 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 121 Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed of (Statement 121). It requires that long-lived assets that are to be disposed of be reported at the lower of carrying amount or fair value less costs to sell. If quoted prices are not available, the estimated fair value is determined using the best information available. After implementation, any material impairments must be recorded to reflect an excess of the carrying amount over the estimated fair value. Statement 121 is applicable for fiscal years beginning after December 15, 1995, and it will be implemented by the Registrant effective January 1, 1996. Implementation of Statement 121 is not expected to have a material impact on the financial statements of the Registrant. 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 Disclosures 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 65, 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 43, 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 36, 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 1995, 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 29, 1996 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, 1995, 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 3 to 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 Earnings F-3 Statements of Partners' Equity F-4 Statements of Cash Flow F-5 Notes to Financial Statements F-6 (2) Financial Statement Schedules Independent Auditors' Report on Schedules S-1 Schedule XI - Real Estates and Accumulated Depreciation S-2 Schedule XII - Mortgage loans on Real Estate S-3 (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 1995. 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 29, 1996 By:/s/ Steven D. Ezell President and Director DATE: March 29, 1996 By:/s/ Michael A. Hartley Secretary/Treasurer SIGNATURES (Cont'd) 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 29, 1996 By:/s/ Steven D. Ezell President and Director DATE: March 29, 1996 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, 1995 and 1994, and the related statements of earnings, partners' equity, and cash flows for each of the years in the three-year period ended December 31, 1995. 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, 1995 and 1994, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 1995, in conformity with generally accepted accounting principles. As discussed in Note 8, the Partnership adopted in 1995 the provisions of Statement of Financial Accounting Standards No. 107, Disclosures about Fair Value of Financial Instruments. KPMG Peat Marwick LLP Nashville, Tennessee January 19, 1996 F-1 NASHVILLE LAND FUND, LTD. (A Limited Partnership) Balance Sheets December 31, 1995 and 1994 Assets 1995 1994 Cash and cash equivalents $ 163,842 104,645 Land held for investment (note 2) 4,995,822 5,080,858 Note receivable (note 4) - 978,014 Accrued interest receivable (note 4) - 267,193 Other assets 275 275 ________ ________ Total assets $5,159,939 6,430,985 ======== ======== Liabilities and Partners' Equity Liabilities: Accounts payable 984 13,788 Accrued property taxes 35,236 36,251 ________ ________ Total liabilities 36,220 50,039 Partners' equity 5,123,719 6,380,946 ________ ________ Commitments and contingencies (notes 3 and 5) Total liabilities and partners' equity $ 5,159,939 6,430,985 ======== ======== See accompanying notes to financial statements. F-2 NASHVILLE LAND FUND, LTD. (A Limited Partnership) Statements of Earnings Years ended December 31, 1995, 1994 and 1993 1995 1994 1993 _____ _____ _____ Income: Sales proceeds $ 184,109 - 210,079 Cost of land sold (85,036) - (111,794) Selling expenses (16,414) - (22,783) ______ ______ ______ Gain on sale of land 82,659 - 75,502 Interest (note 4) 258,246 123,158 106,303 Miscellaneous 430 1,200 1,300 ______ ______ ______ Total income 341,335 124,358 183,105 Expenses: Partnership and property management fees (note 3) 14,000 14,000 14,000 Association fees (note 5) 27,567 26,370 28,341 Legal and accounting fees (note 3) 16,006 14,959 10,568 Architect and engineering fees 4,443 15,627 19,481 General and administrative expenses 2,562 2,998 1,736 Property taxes 33,984 39,015 34,673 ______ ______ ______ Total expenses 98,562 112,969 108,799 ______ ______ ______ Net earnings $ 242,773 11,389 74,306 ====== ====== ====== Net earnings per unit $ 32.37 1.52 9.91 ====== ====== ====== See accompanying notes to financial statements. F-3 NASHVILLE LAND FUND, LTD. (A Limited Partnership) Statements of Partners' Equity Years ended December 31, 1995, 1994 and 1993 Limited General partners partners Total Partners' equity, December 31, 1992 $6,435,916 9,336 6,445,252 Distributions (note 7) (150,001) - (150,001) Net earnings 74,306 - 74,306 ________ _____ ________ Partners' equity, December 31, 1993 6,360,221 9,336 6,369,557 Net earnings 11,389 - 11,389 ________ _____ ________ Partners' equity, December 31, 1994 6,371,610 9,336 6,380,946 Distributions (note 7) (1,500,000) - (1,500,000) Net earnings 242,773 - 242,773 ________ _____ ________ Partners' equity, December 31, 1995 $5,114,383 9,336 5,123,719 ======== ===== ======== See accompanying notes to financial statements. F-4 NASHVILLE LAND FUND, LTD. (A Limited Partnership) Statements of Cash Flows Years ended December 31, 1995, 1994 and 1993 1995 1994 1993 Cash flows from operating activities: Net earnings $242,773 11,389 74,306 Adjustments to reconcile net earnings to net cash provided (used) by operating activities: Cost of land sold 85,036 - 111,794 Cost of land improvements - (11,500) - Decrease (increase) in accrued interest receivable 267,193 (117,791) (100,099) Decrease in other assets - - 3,508 (Decrease) increase in accrued property taxes (1,015) 23,848 (11,535) (Decrease) increase in accounts payable (12,804) 5,740 8,048 _______ _______ _______ Total adjustments 338,410 (99,703) 11,716 _______ _______ _______ Net cash provided (used) by operating activities 581,183 (88,314) 86,022 _______ _______ ______ Cash flows from investing activities - payment received on note receivable 978,014 - - _______ _______ _______ Cash flows from financing activities - cash distribution to limited partners (1,500,000) - (150,001) _______ _______ _______ Net increase (decrease) in cash and cash equivalents 59,197 (88,314) (63,979) Cash and cash equivalents at beginning of year 104,645 192,959 256,938 _______ _______ _______ Cash and cash equivalents at end of year $163,842 104,645 192,959 ======= ======= ======= Supplemental disclosures of cash flow information: Cash paid for state taxes $ - - 7,606 ======= ======= ======= See accompanying notes to financial statements. F-5 NASHVILLE LAND FUND, LTD. (A Limited Partnership) Notes to Financial Statements December 31, 1995 and 1994 (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. (see note 6) is the General Partner of the Partnership. (b) Income Taxes ____________ The financial statements include only those assets, liabilities and results of operations which relate to the Partnership. No provision has been made in the financial statements for Federal income taxes, since such taxes are the liabilities of the partners. The partnership is subject to a 6% state tax on certain interest income. Provision has been made in the financial statements for such taxes. (c) Land Held for Investment _______________________ Land held for investment is recorded at cost and includes two tracts of undeveloped land representing approximately 104 and 105 acres in 1995 and 1994, respectively. Approximately 61 acres of the land are available for sale with the remainder being flood plain, roads, and landscaping. Land costs include amounts incurred to acquire and hold land, including interest and property taxes during the development period. Costs to hold land, including interest and property taxes, are charged to expense once development is substantially complete. Land improvement costs incurred include development costs expended subsequent to the acquisition of a tract. (d) Partnership Allocations _____________________ Net earnings, losses, and distributions of cash flow of the Partnership are allocated among the limited partners and general partners, in accordance with the agreement of the limited partnership. F-6 (Continued) NASHVILLE LAND FUND, LTD. (A Limited Partnership) Notes to Financial Statements (e) Cash and Cash Equivalents ________________________ The Partnership considers all short- term investments with original maturities of three months or less at the date of purchase to be cash equivalents. Cash belonging to the Partnership is combined in an account with funds from other partnerships related to the general partner. (f) Estimates _________ Management of the Partnership has made estimates and assumptions to prepare these financial statements. Actual results could differ from those estimates. (2) Land held for Investment _______________________ The components of land held for investment at December 31, are as follows: 1995 1994 _____ _____ Land $2,800,349 2,859,202 Improvements 2,195,473 2,221,656 ________ ________ $4,995,822 5,080,858 ======== ======== The aggregate cost for federal income tax purposes was $4,995,822 and $5,208,244 at December 31, 1995 and 1994, respectively. In 1995, the Partnership sold approximately 1 acre of the land held for investment for gross proceeds of $184,109. (3) Related Party Transactions _______________________ The general partners and their affiliates have been actively involved in managing the property. Affiliates of the general partners receive fees for performing certain services. Expenses incurred for these services for the years ended December 31, 1995, 1994 and 1993 are as follows: 1995 1994 1993 ____ ____ ____ Partnership and property management fees $14,000 14,000 14,000 Accounting fees 2,000 2,000 2,250 Real estate sales commission 5,523 - - (Continued) NASHVILLE LAND FUND, LTD. (A Limited Partnership) Notes to Financial Statements (4) Note Receivable ______________ The note receivable at December 31, 1994 represented a $978,014 promissory note issued by Stewart's Ferry Joint Venture secured by land and improvements in Davidson County, Tennessee. The promissory note was originally due July 1990 with interest at 11% payable annually. From July 1990 to June 1992, the note was extended in six-month intervals with interest ranging from 14% to 12.5% payable at each maturity. Effective June 30, 1992, the note was again extended. At that time, a principal payment of $71,986 was made, reducing the unpaid principal balance from $1,050,000 to $978,014, and accrued interest of $128,014 was received. Under the extension agreement all principal and interest is due on June 30, 2002. Interest on the unpaid balance is to be calculated at 10% per year compounded quarterly, payable at maturity or in the event of a sale or refinancing. In connection with extending the note in 1992, the Partnership entered into an equity participation agreement with the borrower. According to their agreement, no equity participation is due and payable until the Partnership has received full payment of all unpaid principal and interest due under the note, and the borrower has retained cumulative net proceeds equal to $871,986 and the amount of any capital expenditures made by the borrower with respect to the property which expenditures must be approved in writing by the Partnership. Upon satisfaction of the preceding conditions, the Partnership participates in fifty percent of the net proceeds from the sale, refinancing or operations of the property until the Partnership has received an amount equal to a return of 18% on the balance of the note receivable and thereafter participates in twenty percent of the net proceeds. On September 20, 1995, the property which secured this note was sold by Stewart's Ferry Joint Venture. From the proceeds of this sale, the Partnership received repayment of principal and accrued interest, totaling $978,014 and $366,619, respectively. Stewart's Ferry Joint Venture retained $871,986 of the net proceeds, as specified in the equity participation agreement. The remaining net proceeds were divided equally between Stewart's Ferry Joint Venture and the Partnership. The Partnership received additional interest income of $145,659, net, upon liquidation of Stewart's Ferry Joint Venture. (Continued) NASHVILLE LAND FUND, LTD. (A Limited Partnership) Notes to Financial Statements (5) Association Fees _______________ During 1989, an owners' association was formed to manage the North Creek Business Park. The Partnership incurred association fees totaling $27,567 in 1995, $26,370 in 1994, and $28,341 in 1993, which relate to the Partnership's pro rata share of the owners' association expenses, consisting primarily of electricity costs, irrigation, and landscape maintenance. (6) General Partner Bankruptcy _________________________ On February 25, 1991, W. Gerald Ezell, a former general partner, elected to file for reorganization under Chapter 11 of the United States Bankruptcy Code. On April 6, 1994, Mr. Ezell sold his partnership interest in the Registrant to an affiliated third-party. In accordance with the partnership agreement, Mr. Ezell's interest was converted into a special limited partner interest and his general partner responsibilities were transferred to 222 Partners, Inc., the remaining general partner. (7) Distributions ___________ For the years ended December 31, 1995 and 1993, the Partnership made distributions to the limited partners of $1,500,000 ($200 per unit) and $150,001 ($20 per unit), respectively. There were no distributions made in 1994. (8) Fair Value of Financial Instruments _______________________________ At December 31, 1995, the Partnership had financial instruments including cash and cash equivalents of $163,842 and accrued liabilities of $36,220. The carrying amounts of cash and cash equivalents and accrued liabilities approximate fair value because of the short maturity of those financial instruments. Independent Auditors' Report The Partners Nashville Land Fund, Ltd.: Under date of January 19, 1996, we reported on the balance sheets of Nashville Land Fund, Ltd. as of December 31, 1995 and 1994, and the related statements of earnings, partners' equity, and cash flows for each of the years in the three-year period ended December 31, 1995. These financial statements and our report thereon are included elsewhere herein. In connection with our audits of the aforementioned financial statements, we have also audited the related financial statement schedules as listed in the accompanying index. These financial statement schedules are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statement schedules based on our audits. In our opinion, such financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly, in all material respects, the information set forth therein. KPMG Peat Marwick LLP Nashville, Tennessee January 19, 1996 S-1 Schedule XI NASHVILLE LAND FUND, LTD. (A Limited Partnership) Real Estate and Accumulated Depreciation December 31, 1995 Initial cost to Partnership Building and Description Encumbrances Land improvements Land in Davidson and Sumner Counties, Tennessee$ - 4,174,769 - 1995 1994 1993 (1) Balance at beginning $5,080,858 5,069,358 5,181,152 of Period Additions during period: Improvements - 11,500 - -------- -------- -------- - 11,500 - -------- -------- -------- Deductions during period: Cost of real estate sold 85,036 - 111,794 -------- -------- -------- 85,036 - 111,794 -------- -------- -------- Balance at end of period $4,995,822 5,080,858 5,069,358 ======== ======== ======== (2) Aggregate cost for Federal income tax purposes $4,995,822 5,208,244 5,211,410 ======== ======== ======== See accompanying independent auditors' report. S-2 Schedule XI NASHVILLE LAND FUND, LTD. (A Limited Partnership) Real Estate and Accumulated Depreciation December 31, 1995 Cost Gross capitalized subsequent amount at which carried to acquisition at close of period(1)(2) Building & Improve- Carrying improve- Description ments costs Land ments Total Land in Davidson and Sumner Counties, 3,334,480 341,273 2,800,349 2,195,473 4,995,822 Tennessee Schedule XI NASHVILLE LAND FUND, LTD. (A Limited Partnership) Real Estate and Accumulated Depreciation December 31, 1995 Accumulated Date of Date Description depreciation* construction acquired Land in Davidson and Sumner Counties, Tennessee - - 6/16/86- 7/31/87 *Life on which depreciation in latest income statement is computed is not applicable. Schedule XII NASHVILLE LAND FUND, LTD. (A Limited Partnership) Mortgage Loans on Real Estate December 31, 1995 Final Periodic Interest maturity payment Description rate date terms First mortgage on 19 acres of land* 11% from Jan. 1, 1990 through July 10, 1990, June 30, 2002 Interest and prime plus 4% from principal July 11, 1990 through due at June 30, 1992, 10% maturity from July 1992 to June 30, 2002 1995 1994 1993 (1) Balance at beginning of period $ 978,014 978,014 978,014 Deductions during period: Collections of principal 978,014 - - _______ _______ _______ Balance at end of period $ - 978,014 978,014 ======= ======= ======= *The note receivable represents a $978,014 promissory note issued by Stewart's Ferry Joint Venture secured by land and improvements in Davidson County, Tennessee. The promissory note was originally due July 1990 with interest at 11% payable annually. From July 1990 to June 1992, the note was extended in six-month intervals with interest ranging from 14% to 12.5% payable at each maturity. Effective June 30, 1992, the note was again extended. At that time, a principal payment of $71,986 was made, reducing the unpaid principal balance from $1,050,000 to $978,014, and accrued interest of $128,014 was received. Under the extension agreement all principal and interest is due on June 30, 2002. Interest on the unpaid balance is to be calculated at 10% per year compounded quarterly, payable at maturity or in the event of a sale or refinancing. S-3 In connection with extending the note in 1992, the Partnership entered into an equity participation agreement with the borrower. According to this agreement, equity participation is due and payable until the Partnership has received full payment of all unpaid principal and interest due under the note, and the borrower has retained cumulative net proceeds equal to $871,986 and the amount of any capital expenditures made by the borrower with respect to the property which expenditures must be approved in writing by the Partnership. Upon satisfaction of the preceding conditions, the Partnership participates in fifty percent of the net proceeds from the sale, refinancing or operations of the property until the Partnership has received an amount equal to a return of 18% on the balance of the note receivable and thereafter participates in twenty percent of the net proceeds. On September 20, 1995, the property which secured this note was sold by Stewart's Ferry Joint Venture. From the proceeds of this sale, the Partnership received repayment of principal and accrued interest, totaling $978,014 and $366,619, respectively. Stewart's Ferry Joint Venture retained $871,986 of the net proceeds, as specified in the equity participation agreement. The remaining net proceeds were divided equally between Stewart's Ferry Joint Venture and the Partnership. The Partnership received additional interest income of $145,659, net, upon liquidation of Stewart's Ferry Joint Venture. See accompanying independent auditors' report. Schedule XII NASHVILLE LAND FUND, LTD. (A Limited Partnership) Mortgage Loans on Real Estate December 31, 1995 Principal amount of loans subject Face Carrying to delinquent Prior amount of amount of principal or Description liens mortgages mortgages (1) interest First mortgage - - - - on 19 acres of land* 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 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 12-MOS DEC-31-1995 DEC-31-1995 163,842 0 0 0 0 0 4,995,822 0 5,159,939 36,220 0 0 0 0 5,123,719 5,159,939 184,109 341,335 85,036 101,450 98,562 0 0 242,773 0 242,773 0 0 0 242,773 32.37 32.37
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