<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 March 31, 1997
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 THREE MONTHS ENDED MARCH 31, 1997
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
March 31, December 31,
1997 1996
<S> <C> <C>
CASH $ 182,841 $ 57,166
LAND HELD FOR INVESTMENT 3,789,774 6,750,244
ESCROW DEPOSITS 328,484 633,192
Total Assets $ 4,301,099 $7,440,602
========== ==========
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:
Accounts Payable 232,450 739,041
Payable to related party - 9,141
Total Liabilities 232,450 748,182
PARTNERS' EQUITY:
Limited partners (6,349 units
outstanding) 3,682,509 6,030,784
Special Limited Partner 386,140 661,636
General partner - -
Total Partners' equity 4,068,649 6,692,420
Total Liabilities &
Partners' Equity $4,301,099 $7,440,602
========== ==========
<FN>
See notes to financial statements.
/TABLE
<PAGE>
<PAGE>4
<TABLE>
COOL SPRINGS, L.P.
(A Limited Partnership)
STATEMENT OF OPERATIONS
(Unaudited)
<CAPTION>
Quarter &
Year-to-date
Ending March 31,
1997 1996
<S> <C> <C>
REVENUES:
Land Sales
Sale Proceeds $6,103,915 950,000
Cost of Land Sold (4,419,958) (736,337)
Closing Costs (440,579) (82,559)
Gain on Sale 1,243,378 131,104
Interest 133 38
Total Revenue $1,243,511 131,142
EXPENSES:
Architect & Engineer Fees 2,600 2,065
Property Tax 127,444 -
Legal & Accounting 6,638 10,377
General & Administration 1,535 2,048
Amortization - 755
Interest Expense - 4,985
Other Operating Expenses 3,000 3,000
Total Expenses 141,217 23,230
NET INCOME (LOSS) 1,102,294 $ 107,912
<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
March 31,
1997 1996
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income (Loss) $ 1,102,294 $107,912
Adjustments to reconcile Net
Income (Loss) to Net Cash used
in Operating Activities:
Amortization - 755
Change in Accounts Payable (506,591) 547,152
Change in Accts.Receivable - (5,000)
Change in Payable to
Related Party (9,141) -
Change in Interest Payable - (8,034)
Increase in Restricted Cash 304,708 (544,637)
Gain on Sale (1,243,378) (149,104)
Total Adjustments (1,454,402) (158,868)
Net Cash used in Operating Act. (352,108) (50,956)
Cash Flows from Investing Activities
Proceeds from Land Sale 5,663,336 867,441
Cost of Land Improvements (1,459,488) (575,063)
Net Cash provided by
Investing Activities 4,203,848 292,378
Cash Flows from Financing Activities
Cash Distribution (3,726,065)
Reduction of Note Payable - (250,000)
NET CHANGE IN CASH 125,675 (8,578)
CASH AT JANUARY 1, 57,166 94,635
CASH AT MARCH 31, 182,841 $ 86,057
========= =========
<FN>
See notes to financial statements.
/TABLE
<PAGE>
<PAGE>6
COOL SPRINGS, L.P.
(A Limited Partnership)
NOTES TO THE FINANCIAL STATEMENTS
For the Three Months Ended March 31, 1997
(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,
1996. 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 three month
period ending March 31, 1997 may not be indicative of the
results that may be expected for the year ending December
31, 1997.
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 $3,000 and $3,000
for March 31, 1997 and 1996, respectively.
<PAGE>
<PAGE>7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
During the first quarter of 1997, the Registrant sold
approximately 31 acres for net proceeds of
approximately $5.6 million. From these proceeds, $1.4
million was retained to fund specific development and
$3.7 million was distributed to the partners. The
remainder was reserved to meet operating expenses.
Overall operations of the Registrant have not
fluctuated significantly except for property taxes.
The Registrant was assessed rollback property taxes on
the property sold. The rollback taxes represent
approximately 3 years taxes at a commercial rate for
the property. These taxes are required when the
property is sold as a result of the property being
assessed a special reduced rate while the Registrant
owned the property. These rollback taxes are paid only
when land is sold. Certain other parcels of the
Registrant's property will be subject to this rollback
tax.
Financial Condition and Liquidity
As of April 30, 1997, the Registrant had $153,621 in
cash reserves. The General Partners believe that this
amount is sufficient to cover all development and
operating needs of the Registrant for the next year.
<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 1997
(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: May 15, 1997 By: /s/ Steven D. Ezell
General Partner
By: 222 PARTNERS, INC.
General Partner
Date: May 15, 1997 By: /s/Michael A. Hartley
Secretary/Treasurer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1997
<CASH> 182841
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 3789774
<DEPRECIATION> 0
<TOTAL-ASSETS> 4301099
<CURRENT-LIABILITIES> 232450
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 4068649
<TOTAL-LIABILITY-AND-EQUITY> 4301099
<SALES> 6103915
<TOTAL-REVENUES> 1243511
<CGS> 4419958
<TOTAL-COSTS> 4860537
<OTHER-EXPENSES> 141217
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1102294
<INCOME-TAX> 0
<INCOME-CONTINUING> 1102294
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1102294
<EPS-PRIMARY> 173.62
<EPS-DILUTED> 173.62
</TABLE>
