<PAGE>
<PAGE>1
FORM 10-Q.--QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(As last amended in Rel. No. 31326, eff. 10/22/92.)
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, 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: 33-31295
COOL SPRINGS, L.P.
(Exact name of Registrant as specified in its charter)
Tennessee 62-1424812
(State or other jurisdiction of (I.R.S.
Employer
incorporation or organization)
Identification)
One Belle Meade Place,4400 Harding Road,Suite
500,Nashville,TN 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
<PAGE>
<PAGE>2
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statement.
COOL SPRINGS, L.P.
(A Tennessee Limited Partnership)
FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
INDEX
Financial Statement
Balance Sheet 3
Statement of Operations 4
Statement of Cash Flows 5
Note to Financial Statements 6
<PAGE>
<PAGE>3
<TABLE>
COOL SPRINGS, L.P.
(A Limited Partnership)
BALANCE SHEET
(Unaudited)
<CAPTION>
ASSETS
September 30, December 31,
1996 1995
<S> <C> <C>
CASH $ 168,379 $ 94,635
LAND HELD FOR INVESTMENT 6,440,803 7,216,339
ESCROW DEPOSITS 632,912 0
LOAN COSTS,less accumulated
amortization of $5,037 in 1995 - 1,007
Total Assets $ 7,242,094 $7,311,981
========== ==========
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:
Accrued Property Taxes $ 728 $ 12,382
Accounts Payable 413 221
Payable to related party 9,141 9,141
Accrued Interest - 8,034
Development Payable 544,637 -
Note Payable - 250,000
Total Liabilities 554,919 279,778
PARTNERS' EQUITY 6,687,175 7,032,203
Total Liabilities &
Partners' Equity $7,242,094 $7,311,981
========== ==========
<FN>
See notes to financial statements.
/TABLE
<PAGE>
<PAGE>4
<TABLE>
COOL SPRINGS, L.P.
(A Limited Partnership)
STATEMENT OF OPERATIONS
(Unaudited)
<CAPTION>
Quarter Ending Year-to-Date
September 30 Ending June 30,
<S> <C> <C> <C> <C>
1996 1995 1996 1995
REVENUES:
Land Sales
Gross Proceeds $855,000 - $ 1,805,000 -
Cost of Land Sold (689,006) - (1,407,343) -
Closing Costs (80,989) - (163,548) -
Gain on Sale 85,005 - 234,109 -
Interest Income 187 1,988 200
Total revenue 85,192 - 236,097 200
EXPENSES:
Property taxes 724 12,381 746 12,200
Legal & Accounting 452 426 15,569 14,323
Administration 3,022 5,737 12,135 12,108
Amortization - 1,824 1,007 8,413
Interest Expense - 8,034 4,985 15,559
Land Maintenance 8,410 (1,750) 9,270 1,229
Total Expenses 12,608 26,653 43,712 63,832
NET INCOME (LOSS) $72,584 $(26,653) $192,385 (63,632)
<FN>
See notes to financial statements
</TABLE>
<PAGE>
<PAGE>5
<TABLE>
COOL SPRINGS, L.P.
(A Limited Partnership)
STATEMENT OF CASH FLOWS
(Unaudited)
<CAPTION>
Year-to-date
September 30, 1996
1996 1995
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income (Loss) $ 192,385 $(63,633)
Adjustments to reconcile Net
Income (Loss) to Net Cash used
in Operating Activities:
Amortization 1,007 8,414
Change in Prepaids - 551
Change in Accounts Payable 192 (1,749)
Change in Interest Payable (8,034) 11,400
Decrease in Accrued
Property Taxes (11,654) (466)
Increase in Escrow Deposits (632,912) -
Increase in Development Payable 544,637 -
Gain on Sale (234,109) -
Total Adjustments (340,873) 18,150
Net Cash used in Operating Act. (148,488) (45,483)
Cash Flows from Investing Activities
Proceeds from Land Sale 1,641,453 -
Cost of Land Improvements (631,808) -
Net Cash provided by
Investing Activities 1,009,645 -
Cash Flows from Financing Activities
Change of Note Payable (250,000) 150,000
Distribution of Partners (537,413) -
Net Cash used in
Financing Activities (787,413) -
NET CHANGE IN CASH 73,744 104,517
CASH AT JANUARY 1, 94,635 22,136
CASH AT SEPTEMBER 30, 168,379 126,653
========= =========
<FN>
See notes to financial statements.
/TABLE
<PAGE>
<PAGE>6
COOL SPRINGS, L.P.
(A Limited Partnership)
NOTES TO THE FINANCIAL STATEMENTS
For the Nine Months Ended September 30, 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 nine month
period ending September 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 property. Landmark Realty Services
Corporation, an affiliate of the General Partner, has been
reimbursed for their costs which totaled $9,000 and $9,000
for September 30, 1996 and 1995, respectively.
<PAGE>
<PAGE>7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
During the third quarter of 1996, the Registrant sold
1.7 acres for $855,000. From these proceeds, $537,413
was distributed to the partners and $73,000 was put
into escrow for future development. The remaining
proceeds were retained to meet operating and
development needs. During the first quarter of 1996,
the Registrant sold approximately 4.4 acres for gross
proceeds of $950,000. From these proceeds, the General
Partner retired the loan secured in 1994. Also from
these proceeds, $544,637 was retained to fund specific
development.
Overall operations of the Registrant have not
fluctuated significantly. The decline in interest and
amortization expense is due to the retirement of the
Note Payable in the first quarter of 1996. Loan costs
related to the Note Payable were being amortized in the
prior periods and the remaining balance was expensed in
the second quarter of 1996. Property taxes are
significantly lower due to a significant reduction in
the appraised value of the land. Land maintenance
costs have risen due to development on the Property.
Financial Condition and Liquidity
As of October 31, 1996, the Registrant had $153,562 in
cash reserves. The General Partners believe that this
amount is sufficient to cover all operating needs of
the Registrant for the next year. Escrow deposits are
sufficient to fund all development costs.
<PAGE>
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.
<PAGE>
<PAGE>8
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.
COOL SPRINGS, L.P.
By: 222 C.S., L.P.
General Partner
Date: November 14, 1996 By: /s/ Steven D. Ezell
General Partner
By: 222 PARTNERS, INC.
General Partner
Date: November 14, 1996 By: /s/Michael A. Hartley
Secretary/Treasurer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1996
<CASH> 168,379
<SECURITIES> 632,912
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 6,440,912
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,242,094
<CURRENT-LIABILITIES> 1,141
<BONDS> 544,637
0
0
<COMMON> 0
<OTHER-SE> 6,687,175
<TOTAL-LIABILITY-AND-EQUITY> 7,242,094
<SALES> 1,805,000
<TOTAL-REVENUES> 236,097
<CGS> 1,407,343
<TOTAL-COSTS> 1,570,890
<OTHER-EXPENSES> 43,712
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 192,385
<INCOME-TAX> 0
<INCOME-CONTINUING> 192,385
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 192,385
<EPS-PRIMARY> 30.30
<EPS-DILUTED> 0
</TABLE>
