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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 June 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 SIX MONTHS ENDED JUNE 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
June 30, December 31,
1997 1996
<S> <C> <C>
CASH $ 368,621 $ 57,166
LAND HELD FOR INVESTMENT 3,668,621 6,535,840
ESCROW DEPOSITS 328,416 653,192
Total Assets $ 4,365,658 $7,246,198
========== ==========
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:
Payable to related party 9,141
Development Payable 232,450 544,637
Total Liabilities 232,450 553,778
PARTNERS' EQUITY 4,133,208 6,692,420
Total Liabilities &
Partners' Equity $4,365,658 $7,246,198
========== ==========
<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
June 30, Ending June 30,
<S> <C> <C> <C> <C>
1997 1996 1997 1996
REVENUES:
Land Sales
Gross Proceeds 278,000 - $ 6,381,915 $ 950,000
Cost of Land Sold (172,222) - (4,592,181) (718,337)
Closing Costs (30,088) - (473,354) (82,559)
Gain on Sale 75,690 - 1,316,380 149,104
Interest Income 3,244 $1,762 $ 3,377 1,801
Total revenue 78,934 1,762 1,319,757 150,905
EXPENSES:
Legal & Accounting 11,051 4,740 15,001 15,117
Property taxes - - 127,448 -
General & Administration 3,223 4,948 10,455 9,996
Amortization - 252 - 1,007
Interest Expense - - - 4,985
Total Expenses 14,274 9,940 152,904 31,105
NET INCOME (LOSS) $ 64,660 $(8,178) $1,166,853 $119,800
<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
June 30,
1997 1996
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income (Loss) $1,166,853 $ 119,800
Adjustments to reconcile Net
Income (Loss) to Net Cash used
in Operating Activities:
Amortization - 1,007
Change in Accounts Payable (9,141) 233
Change in Interest Payable - (8,034)
Decrease in Accrued
Property Taxes - (12,382)
Increase in Escrow Deposits 324,776 (559,852)
Increase in Development Payable (312,187) 544,637
Gain on Sale (1,316,380) (149,104)
Total Adjustments (1,312,932) (183,495)
Net Cash used in Operating Act. (146,079) (63,695)
Cash Flows from Investing Activities
Proceeds from Land Sale 5,908,561 867,441
Cost of Land Improvements (1,724,962) (613,510)
Net Cash provided by
Investing Activities 4,183,599 253,931
Cash Flows from Financing Activities
Change of Note payable - (250,000)
Cash distribution (3,726,065)
NET CHANGE IN CASH 311,455 (59,764)
CASH AT JANUARY 1, 57,166 94,635
CASH AT JUNE 30, 368,621 34,871
========= =========
<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 Six Months Ended June 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 six month period ending June 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 $7,350 and $6,900 for
June 30, 1997 and 1996, respectively.
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Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
There were no sales during the second quarter. 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. The Registrant was required to pay rollback
property taxes on the property sold in 1997. The city and county
assessed rollback taxes on the date of sale of certain farm land.
The tax is equal to approximately 3 years taxes at a commercial
rate. Certain other parcels of the Registrant's property will be
subject to this rollback tax when sold.
Financial Condition and Liquidity
As of July 31, 1997, the Registrant had $363,030 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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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: August 14, 1997 By: /s/ Steven D. Ezell
General Partner
By: 222 PARTNERS, INC.
General Partner
Date: August 14, 1997 By: /s/Michael A. Hartley
Secretary/Treasurer
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<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1997
<CASH> 368621
<SECURITIES> 328416
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 3668621
<DEPRECIATION> 0
<TOTAL-ASSETS> 4365658
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 4133208
<TOTAL-LIABILITY-AND-EQUITY> 4365658
<SALES> 6381915
<TOTAL-REVENUES> 1319757
<CGS> 4592181
<TOTAL-COSTS> 5065535
<OTHER-EXPENSES> 26120
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4985
<INCOME-PRETAX> 1166853
<INCOME-TAX> 0
<INCOME-CONTINUING> 1166853
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1166853
<EPS-PRIMARY> 183.78
<EPS-DILUTED> 183.78
</TABLE>
