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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: 33-26327
RAINES ROAD, L.P.
(Exact name of Registrant as specified in its charter)
Delaware 62-1375245
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification)
4400 Harding Road, Suite 500, Nashville, Tennessee 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.
RAINES ROAD, L.P.
(A Delaware Limited Partnership)
FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED June 30, 1997
INDEX
Financial Statements
Balance Sheets 3
Statements of Operations 4
Statements of Cash Flows 5
Notes 6
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<TABLE>
RAINES ROAD, L.P.
(A Limited Partnership)
BALANCE SHEETS
(Unaudited)
<CAPTION>
ASSETS
June 30, December 31,
1997 1996
<S> <C> <C>
CASH $ 148,736 $41,633
RESTRICTED CASH 1,249,861 156,241
ACCOUNTS RECEIVABLE 17,114 -
LAND AND LAND IMPROVEMENTS 5,582,119 5,856,861
Total Assets $6,997,831 $ 6,054,735
=========== ==========
LIABILITIES AND PARTNERS' EQUITY
NOTE PAYABLE TO AFFILIATE $4,700,000 $4,700,000
ACCRUED INTEREST PAYABLE TO
AFFILIATE 2,242,934 2,695,434
ACCOUNTS PAYABLE 4,922 46,751
CONSTRUCTION PAYABLE 1,109,141 -
PARTNERS' (deficit) EQUITY (1,059,166) (1,387,450)
Total Liabilities &
Partners' Equity $6,997,831 $6,054,735
========== ==========
<FN>
See notes to financial statements.
/TABLE
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<TABLE>
RAINES ROAD, L.P.
(A Limited Partnership)
STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
Quarter to Date Year to Date
Ending June 30,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
LAND SALES:
Gross Proceeds $ 2,220,000 $ - $ 2,220,000 $ -
Cost of land sold (1,434,339) - (1,434,339) -
Closing costs (144,711) - (144,711) -
Gain on land sale 640,950 - 640,950 -
Interest 870 $5,568 1,104 7,300
------ ------ ------ ------
Total Revenues 641,820 5,568 642,054 7,300
EXPENSES:
Property Tax & Penalties 5,518 - 5,518 -
Interest 141,000 142,580 282,000 286,571
Program Management Fees 750 750 1,500 1,500
Professional Services 8,108 12,172 12,908 20,548
Land Maintenance - - - 2,450
Amortization - 1,995 - 7,981
Administrative Expenses 8,501 1,081 10,974 600
Total Expenses 163,877 158,578 312,900 319,650
Net Earnings 477,943 (153,010) 329,154 (312,350)
======= ======== ======= =======
<FN>
See notes to financial statements.
/TABLE
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<TABLE>
RAINES ROAD, L.P.
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Six Months Ended
June 30,
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net Loss 329,154 (312,350)
Adjustments to reconcile net
earnings to net cash used
in operating activities:
Amortization - 7,981
Interest incurred on Note
Payable-Affiliate 282,000 282,000
Interest incurred on Note
Payable-Private - 4,571
Payments on accrued
interest payable-Affiliate (734,500) -
Increase in construction payable 1,109,141 -
Change in loan costs - (6,991)
Change in accounts payable (41,829) (67)
Increase in restricted cash (1,093,620) -
Increase in accounts receivable (17,114) -
Gain on sale of land (640,950)
------- --------
Total Adjustments (1,136,872) 287,494
Net cash used in
operating activities (807,718) (24,856)
Cash flows from investing activities:
Net proceeds from land sale 2,075,289 -
Cost of Land Improvements (1,159,597) (635)
Cash flows provided by (used in)
investing activities 915,692 (635)
Cash flows from financing activities:
Payments on Note Payable - (100,000)
NET CHANGE IN CASH 107,974 (125,491)
CASH AT JANUARY 1, 41,633 175,779
CASH AT JUNE 30, 149,607 50,288
<FN>
See notes to financial statements.
/TABLE
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RAINES ROAD, 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 ended 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. Compensation earned for these services
for the first six months were as follows:
1996 1995
Program Management Fee 1,500 1,500
Development fee 50,456 -
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Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
On June 6, 1997, the Registrant sold approximately 30 acres for a
distribution site. Of the $2.2 millions in sale proceeds, $1.1
million was escrowed for development of the sale site and adjacent
land, and $725,000 was paid to the Lender on the Lender financing.
Overall operations of the Registrant are comparable to prior
quarters with the following exceptions. Interest income has
decreased due to lower cash balances. The 1997 administrative
expenses include a $7,500 fee to a property tax service, who is
working with the Registrant to reduce the property taxes.
Financial Condition and Liquidity
As of July 31, 1997, the Registrant had $ 49,726 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) 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.
RAINES ROAD, L.P.
By: 222 RAINES LTD.
General Partner
Date: August 14, 1997 By: /s/ Steven D. Ezell
General Partner
By: 222 PARTNERS, INC.
General Partners
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> 148736
<SECURITIES> 1249861
<RECEIVABLES> 17114
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 5582119
<DEPRECIATION> 0
<TOTAL-ASSETS> 6997831
<CURRENT-LIABILITIES> 4922
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (1059166)
<TOTAL-LIABILITY-AND-EQUITY> 6997831
<SALES> 2220000
<TOTAL-REVENUES> 642054
<CGS> 1434339
<TOTAL-COSTS> 1579050
<OTHER-EXPENSES> 312900
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 329154
<INCOME-TAX> 0
<INCOME-CONTINUING> 329154
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 329154
<EPS-PRIMARY> 175.55
<EPS-DILUTED> 175.55
</TABLE>
