<PAGE>
<PAGE>1
FORM 10-Q.--QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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, 1999
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 Statements.
COOL SPRINGS, L.P.
(A Tennessee Limited Partnership)
FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
INDEX
Financial Statements
Balance Sheets 3
Statements of Operations 4
Statements of Cash Flows 5
Notes to Financial Statements 6
<PAGE>
<PAGE>3
<TABLE>
COOL SPRINGS, L.P.
(A Limited Partnership)
BALANCE SHEETS
(Unaudited)
<CAPTION>
ASSETS
September 30, December 31,
1999 1998
<S> <C> <C>
Cash $ 478 $ 45,187
Restricted cash 42,732 242,662
Total Assets $ 43,210 $ 287,849
========== ==========
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:
Accounts payable $ - $ 63,123
Due to related party 39,000 -
PARTNERS' EQUITY:
Limited partners (6,349 units
outstanding) 3,310 224,726
Special limited partners - -
General partner - -
Total Partners' Equity 3,310 224,726
Total Liabilities &
Partners' Equity $ 43,210 $ 287,849
========== ==========
<FN>
See notes to financial statements.
</TABLE>
<PAGE>
<PAGE>4
<TABLE>
COOL SPRINGS, L.P.
(A Limited Partnership)
STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
<S> <C> <C> <C> <C>
1999 1998 1999 1998
REVENUES:
Land Sales
Gross proceeds $ - $ - $ - $ 385,000
Cost of land sold - - - (400,000)
Selling expenses - - - (37,085)
Loss on Land Sales - - - (52,085)
Interest income 28 41 5,227 6,619
Refund of
escrow deposit 33,537 334,586 33,537 334,586
Total Revenues 33,565 334,627 38,764 289,120
EXPENSES:
Property taxes - - (55,945) (26,573)
Legal & accounting 104,443 2,375 125,942 21,734
Other operating
expense 3,000 3,000 9,000 9,333
Architect and
engineering fees - - - 15,814
Grounds maintenance 875 - 1,615 42,120
Total Expenses 108,318 5,375 80,612 62,428
NET (LOSS) INCOME $ (74,753) $329,252 $(41,848) $226,692
Net (Loss) Income per limited
partner unit $ (11.77) $ 51.86 $ (6.59) $ 35.71
<FN> See notes to financial statements
</TABLE>
<PAGE>
<PAGE>5
<TABLE>
COOL SPRINGS, L.P.
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Year-to-date
September 30,
1999 1998
<S> <C> <C>
Cash Flows from Operating Activities:
Net (Loss) Income $ (41,848) $ 226,692
Adjustments to reconcile Net (Loss)
Income to Net Cash Provided by
Operating Activities:
Cost of Land Sold - 400,000
Decrease in Accounts Payable (63,123) (97,634)
Increase in Due to related party 39,900 -
Decrease in Restricted Cash 199,930 185,865
Decrease in Development Payable - (200,000)
Net Cash provided by
Operating Activities 134,859 514,923
Cash Flows from Financing Activities
Cash Distribution to Partners (179,568) -
NET (DECEASE) INCREASE IN CASH (44,709) 514,923
CASH AT JANUARY 1 45,187 208,395
CASH AT SEPTEMBER 30, $ 478 $ 723,318
========= =========
<FN>
See notes to financial statements.
</TABLE>
<PAGE>
<PAGE>6
COOL SPRINGS, L.P.
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For the Three and Nine Months Ended September 30, 1999 and 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, 1998. 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, 1999 may not be indicative of the results that may be
expected for the year ending December 31, 1999.
B. RELATED PARTY TRANSACTIONS
The General Partner and its affiliates have been actively
involved in managing the partnership's operations. Compensation
earned for these services in the nine months were as follows:
1999 1998
____ ____
Management Fees $ 9,000 $ 9,000
Accounting Fees 2,600 2,732
C. COMPREHENSIVE INCOME
During the three and nine month periods ended September 30,
1999 and 1998, the Partnership had no components of other
comprehensive income. Accordingly, comprehensive income for each
of the periods as the same as net income (loss).
<PAGE>7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
The Registrant sold the remaining land held on April 6, 1998.
Since that time, the General Partner has been finalizing the
affairs of the Partnership. Termination of the Partnership is
expected at year end.
Fluctuations in the income statement are mainly due to wrapping up
the Registrant's operations. The Registrant received $33,537 in
refunds of escrow deposits during the third quarter due to actual
development costs being less than estimated at the time of the
related sales. The 1999 increase in legal and accounting expense
is due to additional legal expenses incurred in the lawsuit against
the Registrant. This suit has been settled. Please refer to the
Form 10-K dated December 31, 1998 for more description of the suit.
The credit balance in property taxes for 1999 and 1998 is due to
the receipt of escrowed roll back taxes previously expensed.
Architect and engineering fees and grounds maintenance expense have
declined with the final land sale.
Due to the limited remaining life of the Registrant, the General
Partner does not expect the year 2000 issues to affect the
Registrants computer systems and applications.
Financial Condition and Liquidity
As of October 31, 1999, the Registrant had $1,131 in cash
reserves. As soon as all escrow balances are collected, the
General Partner plans to retire all debt and terminate the
Partnership. All future operating expenses are expected to be
minimal.
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.
<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 11, 1999 By: /s/ Steven D. Ezell
General Partner
By: 222 PARTNERS, INC.
General Partner
Date: November 11, 1999 By: /s/Michael A. Hartley
Secretary/Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1999
<CASH> 478
<SECURITIES> 42,732
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 43,210
<CURRENT-LIABILITIES> 39,900
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3,310
<TOTAL-LIABILITY-AND-EQUITY> 43,210
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 80,612
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (41,848)
<INCOME-TAX> 0
<INCOME-CONTINUING> (41,848)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (41,848)
<EPS-BASIC> (6.59)
<EPS-DILUTED> (6.59)
</TABLE>
