<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, 1998
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>
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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, 1998
INDEX
Financial Statement
Balance Sheet 3
Statement of Operations 4
Statement of Cash Flows 5
Note to Financial Statements 6
<PAGE>
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<TABLE>
COOL SPRINGS, L.P.
(A Limited Partnership)
BALANCE SHEET
(Unaudited)
<CAPTION>
ASSETS
March 31, December 31,
1998 1997
<S> <C> <C>
CASH $ 102,102 $ 208,395
LAND AND IMPROVEMENTS
HELD FOR INVESTMENT 400,000 400,000
RESTRICTED CASH 426,083 425,999
Total Assets $ 928,185 $1,034,394
========== ==========
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:
Accounts Payable 4,485 97,634
Development Payable 200,000 200,000
Total Liabilities 204,485 297,634
PARTNERS' EQUITY:
Limited partners (6,349 units
outstanding) 688,779 700,468
Special Limited Partner 34,921 36,292
General partner - -
Total Partners' equity 723,700 736,760
Total Liabilities &
Partners' Equity $ 928,185 $1,034,394
========== ==========
<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,
1998 1997
<S> <C> <C>
REVENUES:
Land Sales
Sale Proceeds $ - 6,103,915
Cost of Land and
Improvements Sold - (4,419,958)
Closing Costs - (440,579)
Gain on Sale of Land
and Improvements - 1,243,378
Interest 6,568 133
Total Revenue $ 6,568 1,243,511
EXPENSES:
Architect & Engineer Fees 13,514 2,600
Grounds Maintenance 17,862 -
Property Tax (27,597) 127,444
Legal & Accounting 12,822 6,638
General & Administration 27 1,535
Other Operating Expenses 3,000 3,000
Total Expenses 19,628 141,217
NET (LOSS) INCOME (13,060) $1,102,294
<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,
1998 1997
<S> <C> <C>
Cash Flows from Operating Activities:
Net (Loss) Income $ (13,060) $1,102,294
Adjustments to reconcile Net
(Loss) Income to Net Cash used
in Operating Activities:
Change in Accounts Payable (93,149) (506,591)
Change in Payable to
Related Party - (9,141)
Change in Restricted Cash (84) 304,708
Gain on Sale - (1,243,378)
Total Adjustments (93,233) (1,454,402)
Net Cash used in Operating Act. (106,293) (352,108)
Cash Flows from Investing Activities
Proceeds from Land Sale - 5,663,336
Cost of Land Improvements - (1,459,488)
Net Cash provided by
Investing Activities - 4,203,848
Cash Flows from Financing Activities
Cash Distribution - (3,726,065)
NET CHANGE IN CASH (106,293) 125,675
CASH AT JANUARY 1, 208,395 57,166
CASH AT MARCH 31, 102,102 $ 182,841
========= =========
<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, 1998
(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,
1997. 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, 1998 may not be indicative of the
results that may be expected for the year ending December
31, 1998.
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, 1998 and 1997, respectively.
C. COMPREHENSIVE INCOME
Effective January 1, 1998, the Partnership adopted Statement
of Financial Accounting Standards (SFAS) No. 130, Reporting
Comprehensive Income. SFAS No. 130 establishes standards for
reporting and display of comprehensive income and its
components in a full set of general-purpose financial
statements and requires that all components of comprehensive
income be reported in a financial statement that is displayed
with the same prominence as other financial statements.
Comprehensive income is defined as the change in equity of a
business enterprise, during a period, associated with
transactions and other events and circumstances from non-
owner sources. It includes all changes in equity during a
period except those resulting from investments by owners and
distributions to owners. During the three month periods
ended March 31, 1998, and 1997, the Partnership had no
components of comprehensive income. Accordingly,
comprehensive income for each of the periods was the same as
net income.
<PAGE>
<PAGE>7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
There were no sales during the first quarter of 1998.
On April 6, 1998, the Registrant sold the remaining land (one acre)
held for gross proceeds of $385,000. In 1997, the Registrant sold
31 acres during the first quarter.
Fluctuations in the income statement are mainly due to sales. The
increase in Architect & Engineering Fees and Grounds Maintenance is
due to costs incurred preparing for the April 6, 1998 sale. The
credit balance in property tax is due to an over accrual of
property taxes at December 31, 1997. Certain taxes were accrued in
property tax payable that were paid at the December 1997 sale.
The 1997 property tax expense is due to roll back taxes which are
paid at the closing of a land sale. The 1997 roll back taxes
applied to the 31 acres sold during the first quarter of 1997.
Legal and accounting fees increased due to higher fees for
accounting, legal fees related to the securities and exchange
filings, and the timing of accounting payments.
Financial Condition and Liquidity
As of April 30, 1998, the Registrant had $440,719 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 1998
(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, 1998 By: /s/ Steven D. Ezell
General Partner
By: 222 PARTNERS, INC.
General Partner
Date: May 15, 1998 By: /s/Michael A. Hartley
Secretary/Treasurer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1998
<CASH> 102,102
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 400,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 928,185
<CURRENT-LIABILITIES> 204,485
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 723,700
<TOTAL-LIABILITY-AND-EQUITY> 928,185
<SALES> 0
<TOTAL-REVENUES> 6,568
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 19,628
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (13,060)
<INCOME-TAX> 0
<INCOME-CONTINUING> (13,060)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (13,060)
<EPS-PRIMARY> (2.06)
<EPS-DILUTED> (2.06)
</TABLE>
