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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
[ ] 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 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 LENDERS, L.P.
(A Limited Partnership)
BALANCE SHEETS
(Unaudited)
<CAPTION>
ASSETS
June 30, December 31,
1997 1996
<S> <C> <C>
CASH $ 15,174 $8,254
NOTE RECEIVABLE FROM AFFILIATE 4,700,000 4,700,000
INTEREST RECEIVABLE FROM AFFILIATE 2,242,934 2,695,434
LOAN COSTS, less accumulated
amortization of $144,132 in 1997
and $135,238 in 1996 87,118 96,012
Total Assets 7,045,226 $7,499,700
========= ==========
LIABILITIES AND PARTNERS' EQUITY
ACCOUNTS PAYABLE $ 405 $ 405
PARTNERS' EQUITY 7,044,821 7,499,295
Total Liabilities &
Partners' Equity $7,045,226 $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 June 30,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
REVENUES:
Interest 141,066 141,560 $ 282,066 282,561
EXPENSES:
Legal & Accounting 3,508 3,959 11,109 11,436
Mortgage Servicing Fee2,250 2,250 4,500 4,500
General & Admin. 791 17 1,810 337
Amortization 4,447 4,447 8,894 8,894
----- ----- ----- ------
Total Expenses 10,996 10,673 26,313 25,167
NET INCOME 130,070 130,887 255,753 257,394
======= ======= ======= =======
<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
June 30,
1997 1996
<S> <C> <C>
Cash flows from Operating Activities:
Net Income 255,753 257,392
Adjustments to reconcile Net Income
to Net Cash used in Operating Activities:
Amortization 8,894 8,894
Additional Accrued Int. (282,000) (282,000)
Payments Received on Interest
Receivable from Affiliate 734,500 -
-------- -------
Total Adjustments 461,394 (273,106)
Net cash used in Operating
Activities 717,147 (15,714)
Cash Flows from Investing Activities:
Distribution to Partners (710,227) -
NET CHANGE IN CASH 6,920 (15,714)
CASH AT JANUARY 1, 8,254 29,007
CASH AT JUNE 30, 15,174 13,293
====== ======
<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 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 Partnership, and complying with the terms of the
Lender Financing as described in the Prospectus dated April 3,
1989. Compensation earned for these services were as follows:
1997 1996
Mortgage Servicing Fee $4,500 $4,500
Accounting Fees 1,300 1,200
[/TABLE]
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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,
1996 is $1,677,707 and is payable from future sales proceeds after
all accrued interest is paid.
Operations of the Registrant are minimal and have remained
comparable to prior quarters.
Financial Condition and Liquidity
At July 31, 1997 the partnership had cash reserves of approximately
$12,924 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: 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> 15174
<SECURITIES> 0
<RECEIVABLES> 4700000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 7045226
<CURRENT-LIABILITIES> 405
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 7044821
<TOTAL-LIABILITY-AND-EQUITY> 7045226
<SALES> 0
<TOTAL-REVENUES> 282066
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 26313
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 255753
<INCOME-TAX> 0
<INCOME-CONTINUING> 255753
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 255753
<EPS-PRIMARY> 45.47
<EPS-DILUTED> 45.47
</TABLE>
