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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, 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
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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, 1997
INDEX
Financial Statement
Balance Sheet 3
Statement of Operations 4
Statement of Cash Flows 5
Note to Financial Statements 6
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<TABLE>
COOL SPRINGS, L.P.
(A Limited Partnership)
BALANCE SHEET
(Unaudited)
<CAPTION>
ASSETS
September 30, December 31,
1997 1996
<S> <C> <C>
CASH $ 115,005 $ 57,166
LAND HELD FOR INVESTMENT 3,293,363 6,750,244
ESCROW DEPOSITS 308,449 633,192
Total Assets $ 3,716,817 $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) 3,098,227 6,030,784
Special Limited Partner 386,140 661,636
General partner - -
Total Partners' equity 3,484,367 6,692,420
Total Liabilities &
Partners' Equity $3,716,817 $7,440,602
========== ==========
<FN>
See notes to financial statements.
/TABLE
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<TABLE>
COOL SPRINGS, L.P.
(A Limited Partnership)
STATEMENT OF OPERATIONS
(Unaudited)
<CAPTION>
Quarter Ending Year-to-Date
September 30 Ending September 30,
<S> <C> <C> <C> <C>
1997 1996 1997 1996
REVENUES:
Land Sales
Gross Proceeds $600,000 855,000 6,981,915 1,805,000
Cost of Land Sold (456,652) (689,006) (5,050,433) (1,407,343)
Closing Costs (52,245) (80,989) (525,599) (163,548)
Gain on Sale 91,103 85,005 1,405,883 234,109
Interest Income 21 187 3,399 1,988
Total revenue 91,124 85,192 1,409,282 236,097
EXPENSES:
Property taxes 12,671 724 140,119 746
Legal & Accounting 5,715 452 20,716 15,569
Administration 3,000 3,022 10,855 12,135
Amortization - - - 1,007
Interest Expense - - - 4,985
Land Maintenance 2,029 8,410 3,029 9,270
Total Expenses 23,415 12,608 174,719 43,712
NET INCOME (LOSS) $67,709 72,584 1,234,563 192,385
<FN>
See notes to financial statements
</TABLE>
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<TABLE>
COOL SPRINGS, L.P.
(A Limited Partnership)
STATEMENT OF CASH FLOWS
(Unaudited)
<CAPTION>
Year-to-date
September 30,
1997 1996
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income (Loss) $ 1,234,563 $192,385
Adjustments to reconcile Net
Income (Loss) to Net Cash used
in Operating Activities:
Amortization - 1,007
Change in Accounts Payable (9,141) 192
Change in Interest Payable - (8,034)
Decrease in Accrued
Property Taxes - (11,654)
Increase in Escrow Deposits 324,743 (632,912)
Increase in Development Payable (506,591) 544,637
Gain on Sale (1,405,883) (234,109)
Total Adjustments (1,596,872) (340,873)
Net Cash used in
Operating Activities (362,309) (148,488)
Cash Flows from Investing Activities
Proceeds from Land Sale 6,456,316 1,641,453
Cost of Land Improvements (1,593,552) (631,808)
Net Cash provided by
Investing Activities 4,862,764 1,009,645
Cash Flows from Financing Activities
Payments on Note Payable - (250,000)
Distribution of Partners (4,442,616) (537,413)
Net Cash used in
Financing Activities (4,442,616) (787,413)
NET CHANGE IN CASH 57,839 73,744
CASH AT JANUARY 1, 57,166 94,635
CASH AT SEPTEMBER 30, 115,005 168,379
========= =========
<FN>
See notes to financial statements.
/TABLE
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COOL SPRINGS, L.P.
(A Limited Partnership)
NOTES TO THE FINANCIAL STATEMENTS
For the Nine Months Ended September 30, 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 nine month period ending September 30,
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 $9,000 and $9,000 for September 30, 1997 and 1996,
respectively.
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Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
On August 4, 1997, the Regisrtant sold 4.97 acres to a retail user
for net proceeds of $547,755. The sale proceeds were used to make
a cash distribution to the partners. 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.
Operations of the Registrant are comparable with prior quarters
except for the following. Property tax expense is for rollback
property taxes assessed by the city and county when certain land
is sold. The 1997 increase in legal & accounting expense is due
to the increased sales activity in 1997. The 1996 interest
expense was incurred during the first quarter of 1996 prior to the
note being paid off on March 28, 1996. The Registrant has not
incurred any additional interest expense since that time.
Financial Condition and Liquidity
As of October 31, 1997, the Registrant had $107,964 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.
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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.
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Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule
(b) No 8-K's have been filed during this quarter.
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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 25, 1997 By: /s/ Steven D. Ezell
General Partner
By: 222 PARTNERS, INC.
General Partner
Date: November 25, 1997 By: /s/Michael A. Hartley
Secretary/Treasurer
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1997
<CASH> 115005
<SECURITIES> 308449
<RECEIVABLES> 0
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<CURRENT-LIABILITIES> 232450
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0
0
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<OTHER-SE> 3484367
<TOTAL-LIABILITY-AND-EQUITY> 3716817
<SALES> 6981915
<TOTAL-REVENUES> 1409282
<CGS> 5050433
<TOTAL-COSTS> 5576032
<OTHER-EXPENSES> 174719
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1234563
<INCOME-TAX> 0
<INCOME-CONTINUING> 1234563
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<NET-INCOME> 1234563
<EPS-PRIMARY> 194.45
<EPS-DILUTED> 194.45
</TABLE>
