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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
[ ] 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 LENDERS, L.P.
(Exact name of Registrant as specified in its charter)
Delaware 62-1375240
(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 LENDERS, 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 LENDERS, L.P.
(A Limited Partnership)
BALANCE SHEETS
(Unaudited)
<CAPTION>
ASSETS
September December 31,
1997 1996
<S> <C> <C>
CASH $12,924 $8,254
NOTE RECEIVABLE FROM AFFILIATE 4,700,000 4,700,000
INTEREST RECEIVABLE
FROM AFFILIATE 2,383,934 2,695,434
LOAN COSTS, less accumulated
amortization of $148,579 in
1997 and $135,238 in 1996 82,671 96,012
Total Assets $7,179,529 $7,499,700
========== =========
LIABILITIES AND PARTNERS' EQUITY
ACCOUNTS PAYABLE $405 $405
PARTNERS' EQUITY:
Limited Partners (5,625 units
outstanding) 7,179,124 7,499,295
General Partners - -
Total Partners' equity 7,179,124 7,499,295
Total Liabilities &
Partners' Equity $7,179,529 $7,499,700
========== ==========
<FN>
See notes to financial statements.
/TABLE
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<TABLE>
RAINES LENDERS, L.P.
(A Limited Partnership)
STATEMENT OF OPERATIONS
(Unaudited)
<CAPTION>
Quarter Year-to-Date
Ending September 30,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
REVENUES:
Interest $ 141,000 144,000 423,065 423,560
EXPENSES:
Legal & Accounting - 300 11,108 11,737
Mortgage Servicing
Fee 2,250 2,250 6,750 6,750
General & Admin. - - 1,810 337
Amortization 4,447 4,447 13,341 13,341
----- ----- ----- ------
Total Expenses 6,997 6,997 33,009 32,165
NET INCOME 134,303 134,003 390,056 391,395
======= ======= ======= =======
<FN>
See notes to financial statements
/TABLE
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<TABLE>
RAINES LENDERS, L.P.
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Year-To-Date
September 30,
1997 1996
<S> <C> <C>
Cash flows from Operating Activities:
Net Income 390,056 391,395
Adjustments to reconcile Net Income
to Net Cash used in Operating Activities:
Amortization 13,341 13,341
Additional Accrued Int. (423,000) (423,000)
Payments Received on Interest
Receivable from Affil 734,500 -
-------- -------
Total Adjustments 324,841 (409,659)
Net cash used in Operating
Activities 714,897 (18,264)
Cash Flows from Investing Activities:
Distribution to Partners(710,227) -
NET CHANGE IN CASH 4,670 (18,264)
CASH AT JANUARY 1, 8,254 29,007
CASH AT SEPTEMBER 30, 12,924 10,743
====== ======
<FN>
See notes to financial statements.
/TABLE
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RAINES LENDERS, 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 Partnership, and complying with the terms of the Lender
Financing. Compensation earned for these services were as follows:
1997 1996
Mortgage Servicing Fee $6,750 $6,750
Accounting Fees 1,600 1,500
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Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations
The Partnership's primary business is to lend monies to Raines Road, L.P.
("the Borrower"). Therefore, the majority of its activity on a regular basis
is to accrue interest income. There are no interest or principal payments
due to the Partnership until the Property, securing the Partnership's loan
or portions thereof are sold, or December 31, 2001, whichever is earlier.
Due to the nature of the Registrant, all activity is a result of the
transactions of Raines Road, L.P. The Borrower had sold approximately 30
acres on June 6, 1997. Of the net proceeds, $1.1 million was escrowed for
development on the sale site and an adjacent site and $725,000 payment was
made on the Lender financing. The cumulative applicable principal balance
unpaid as of June 30, 1997 is $1,677,707 and is payable from future sales
proceeds after all accrued interest is paid. There were no sales during the
third quarter.
Operations of the Registrant are minimal and have remained comparable to
prior quarters.
Financial Condition and Liquidity
At October 31, 1997 the partnership had cash reserves of approximately
$12,509 to cover partnership administrative expenses. These reserves are
expected to be sufficient through the remainder of the 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 LENDERS, 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> 12924
<SECURITIES> 0
<RECEIVABLES> 4700000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 7179529
<CURRENT-LIABILITIES> 405
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 7179124
<TOTAL-LIABILITY-AND-EQUITY> 7179529
<SALES> 0
<TOTAL-REVENUES> 423065
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 33009
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 390056
<INCOME-TAX> 0
<INCOME-CONTINUING> 390056
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 390056
<EPS-PRIMARY> 69.34
<EPS-DILUTED> 69.34
</TABLE>
