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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, 1998
[ ] 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 THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
INDEX
Financial Statements
Balance Sheets 3
Statements of Operations 4
Statements of Cash Flows 5
Notes to Financial Statements 6
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<TABLE>
RAINES LENDERS, L.P.
(A Limited Partnership)
BALANCE SHEETS
(Unaudited)
<CAPTION>
ASSETS
September 30, December 31,
1998 1997
<S> <C> <C>
CASH $ 62 $ 9,092
NOTE RECEIVABLE FROM AFFILIATE 4,700,000 4,700,000
INTEREST RECEIVABLE
FROM AFFILIATE 2,939,134 2,524,934
LOAN COSTS, less accumulated
amortization of $166,367 in
1998 and $153,026 in 1997 64,883 78,224
Total Assets $7,704,079 $7,312,250
========== =========
PARTNERS' EQUITY
PARTNERS' EQUITY:
Limited Partners (5,625 units
outstanding) $7,704,079 $7,312,250
General Partners - -
Total Partners' equity $7,704,079 $7,312,250
========== ==========
<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,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
REVENUES:
Interest $ 141,000 $141,000 $423,340 $423,065
EXPENSES:
Legal & Accounting 400 - 11,148 11,108
Mortgage Servicing
Fee 2,250 2,250 6,750 6,750
Administrative - - 272 1,810
Amortization 4,447 4,447 13,341 13,341
----- ----- ----- ------
Total Expenses 7,097 6,697 31,511 33,009
NET INCOME $ 133,903 $134,303 $391,829 $390,056
======= ======= ======= =======
<A>
/TABLE
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<TABLE>
RAINES LENDERS, L.P.
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Year-To-Date
September 30,
1998 1997
<S> <C> <C>
Cash flows from Operating Activities:
Net Income $391,829 $390,056
Adjustments to reconcile Net Income
to Net Cash (used in) provided by
Operating Activities:
Amortization 13,341 13,341
(Increase) decrease in
Interest Receivable (414,200) 311,500
-------- -------
Net cash (used in) provided
by Operating Activities (9,030) 714,897
Cash Flows from Investing Activities:
Distribution to Partners - (710,227)
NET (DECREASE) INCREASE
IN CASH (9,030) 4,670
CASH AT JANUARY 1, 9,092 8,254
CASH AT SEPTEMBER 30, $ 62 $12,924
====== ======
<FN>
See notes to financial statements.
/TABLE
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RAINES LENDERS, L.P.
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For the Three and Nine Months Ended September 30,1998 and 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, 1997. 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,
1998 may not be indicative of the results that may be expected for
the year ending December 31, 1998.
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:
1998 1997
Mortgage Servicing Fee $6,750 $6,750
Accounting Fees $2,400 $1,600
C. COMPREHENSIVE INCOME
Effective January 1, 1998, the Partnership adopted Statement
of Financial Accounting Standards (SFAS) No. 130, Reporting
Comprehensive Income. SFAS No. 130 establishes standards for
reporting and display of comprehensive income and its components in
a full set of general-purpose financial statements and requires
that all components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as
other financial statements. Comprehensive income is defined as the
change in equity of a business enterprise, during a period,
associated with transactions and other events and circumstances
from non-owner sources. It includes all changes in equity during
a period except those resulting from investments by owners and
distributions to owners. During the three and nine month periods
ended September 30, 1998, and 1997, the Partnership had no
components of comprehensive income. Accordingly, comprehensive
income for each of the periods was the same as net income.
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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 no property
sales during the first nine months of 1998. The cumulative
applicable principal balance unpaid as of September 30, 1998 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.
The General Partner has evaluated the impact of year 2000 issues on
our computer systems and applications. The Registrant is affected
by a single personal computer and a commercial software package.
Both are Y2K compliant.
Financial Condition and Liquidity
At September 30, 1998, the Registrant had $62 in cash reserves.
If a sale of the Borrower's property occurs or if certain
restricted cash reserves are released, these proceeds will be used
to make a payment on the Lender Financing providing the Registrant
with sufficient operating funds. Otherwise, the General Partner
expects the Registrant to meet operational needs through affiliated
loans if necessary.
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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, 1998 By: /s/ Steven D. Ezell
General Partner
By: 222 PARTNERS, INC.
General Partners
Date: November 21, 1998 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-31-1997
<PERIOD-END> SEP-30-1998
<CASH> 62
<SECURITIES> 0
<RECEIVABLES> 4,700,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,704,079
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 7,704,079
<TOTAL-LIABILITY-AND-EQUITY> 7,704,079
<SALES> 0
<TOTAL-REVENUES> 423,340
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 31,511
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 391,829
<INCOME-TAX> 0
<INCOME-CONTINUING> 391,829
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 391,829
<EPS-PRIMARY> 69.66
<EPS-DILUTED> 69.66
</TABLE>
