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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: 33-26327
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 NINE MONTHS ENDED SEPTEMBER 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
September 30, December 31,
1997 1996
<S> <C> <C>
CASH 116,214 41,633
RESTRICTED CASH l,255,092 156,241
LAND AND LAND IMPROVEMENTS 5,623,150 5,856,861
Total Assets $6,994,456 $6,054,735
=========== ==========
LIABILITIES AND PARTNERS' EQUITY
NOTE PAYABLE TO AFFILIATE $4,700,000 $4,700,000
ACCRUED INTEREST PAYABLE TO
AFFILIATE 2,383,934 2,695,434
ACCOUNTS PAYABLE 65,882 46,751
Construction Payable l,109,141 -
PARTNERS' DEFICIT:
Limited Partners ( 1,875 units
outstanding) (1,264,501) (1,387,450)
General Partner - -
Total Partners' deficit (1,264,501) (1,387,450)
Total Liabilities &
Partners' Equity $6,994,456 $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 September 30,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
REVENUES:
LAND SALES:
Gross Proceeds - - 2,220,000 -
Cost of Land Sold - - (1,434,339) -
Closing Costs - - (144,711) -
Gain on Land Sale - - 640,950 -
Interest: - 1,749 6,335 9,050
------ ------ ------ ------
Total Revenues - 1,749 647,285 9,050
EXPENSES:
Property Tax & Penalties 60,960 33,697 66,478 31,889
Interest 141,000 141,000 423,000 427,571
Program Management Fees 750 750 2,250 2,250
Professional Services 7,875 9,341 20,783 29,890
Land Maintenance 850 275 850 2,725
Amortization - - - 7,981
Administrative Expenses - 300 10,975 2,709
Total Expenses 211,435 185,363 524,336 505,015
Net Earnings (211,435)(183,614) 122,949 (495,965)
======= ======== ======= =======
<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>
Nine Months Ended
September 30,
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net Loss $ 122,949 (495,965)
Adjustments to reconcile net
earnings to net cash used
in operating activities:
Amortization - 7,981
Interest incurred on Note
Payable-Affiliate 423,000 423,000
Interest incurred on Note
Payable-Private - -
Payments on Interest
pay-Affiliate (734,500) -
Payments on Interest Pay- Private - (2,420)
Gain on Land Sale (640,950) -
Increase in Construction
Payable 1,109,141 -
Change in Escrow deposits (1,098,851) -
Change in accounts payable 19,131 33,631
------- --------
Total Adjustments (923,029) 462,192
Net cash used in operating activities(800,080) (33,773)
Cash flows from investing activities
Cost of Land Improvements (1,200,628) (635)
Proceeds from Land Sale 2,075,289 -
Cash flows from financing activities 874,661 (635)
Payments on Note Payable - (100,000)
NET CHANGE IN CASH 74,581 (134,408)
CASH AT JANUARY 1, 41,633 175,779
CASH AT SEPTEMBER 30, 116,214 41,371
<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 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 ended 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. Compensation earned for these services were as
follows:
1997 1996
Program Management Fee 2,250 2,250
Accounting Fees 1,600 1,500
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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. Property tax
expense increased due to a new assessed value of the property. The General
Partner believes the assessment is overstated and is contesting the increase.
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.
Professional services expense declined due to lower architectural &
engineering fees.
Financial Condition and Liquidity
As of October 31, 1997, the Registrant had $ 99,042 in cash reserves. The
General Partners believe that this amount is sufficient to cover all
operating needs of the Registrant for the next year. As of October 31, 1997,
the Registrant has $1,249,910 in escrowed funds to meet development needs.
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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: November 21, 1997 By: /s/ Steven D. Ezell
General Partner
By: 222 PARTNERS, INC.
General Partners
Date: November 21, 1997 By: /s/ Michael A. Hartley
Secretary/Treasurer
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<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1997
<CASH> 116214
<SECURITIES> 1255092
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 5623150
<DEPRECIATION> 0
<TOTAL-ASSETS> 6994456
<CURRENT-LIABILITIES> 65882
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (1264501)
<TOTAL-LIABILITY-AND-EQUITY> 6994456
<SALES> 2220000
<TOTAL-REVENUES> 647285
<CGS> 1434339
<TOTAL-COSTS> 1579050
<OTHER-EXPENSES> 101336
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 423000
<INCOME-PRETAX> 122949
<INCOME-TAX> 0
<INCOME-CONTINUING> 122949
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 122949
<EPS-PRIMARY> 67.37
<EPS-DILUTED> 67.37
</TABLE>
