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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, 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 SIX MONTHS ENDED June 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
June 30, December 31,
1998 1997
<S> <C> <C>
CASH $ 412 $ 9,092
NOTE RECEIVABLE FROM AFFILIATE 4,700,000 4,700,000
INTEREST RECEIVABLE FROM AFFILIATE 2,800,434 2,524,934
LOAN COSTS, less accumulated
amortization of $161,920 in 1998
and $153,026 in 1997 69,330 78,224
Total Assets $ 7,570,176 $7,312,250
========= ==========
PARTNERS' EQUITY
PARTNERS' EQUITY:
Limited Partners (5,625
Units Outstanding) $ 7,570,176 $ 7,312,250
General partners - -
Total Partners' Equity $ 7,570,176 $ 7,312,250
========= ==========
<FN>
See notes to financial statements.
/TABLE
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<TABLE>
RAINES LENDERS, L.P.
(A Limited Partnership)
STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
Quarter Year-to-Date
Ending June 30,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
REVENUES:
Interest $ 141,000$141,066 $ 282,340 $282,066
EXPENSES:
Legal & Accounting 4,448 3,508 10,748 11,109
Mortgage Servicing Fee2,250 2,250 4,500 4,500
Administrative - 791 272 1,810
Amortization 4,447 4,447 8,894 8,894
----- ----- ----- ------
Total Expenses 11,145 10,996 24,414 26,313
NET INCOME $ 129,855$130,070 $ 257,926 $ 255,753
======= ======= ======= =======
<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,
1998 1997
<S> <C> <C>
Cash flows from Operating Activities:
Net Income $ 257,926 $ 255,753
Adjustments to reconcile Net Income
to Net Cash (used in) provided by Operating Activities:
Amortization 8,894 8,894
(Increase) decrease in
Interest Receivable (275,500) 452,500
-------- -------
Net cash (used) provided by
Operating Activities (8,680) 717,147
Cash Flows from Financing Activities:
Distribution to Partners - (710,227)
NET (DECREASE) INCREASE IN CASH (8,680) 6,920
CASH AT JANUARY 1, 9,092 8,254
CASH AT JUNE 30, $ 412 $15,174
====== ======
<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 Three and Six Months Ended June 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 six month period ended June 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 $4,500 $4,500
Accounting Fees 2,000 1,300
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RAINES LENDERS, L.P.
(A Limited Partnership)
NOTES TO THE FINANCIAL STATEMENTS
For the Three and Six Months Ended June 30, 1998 and 1997
(continued)
(Unaudited)
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 six month periods
ended June 30, 1998, and 1997, the Partnership had no components
ofcomprehensive income. Accordingly, comprehensive income for each
of the periods was the same as net income.<PAGE>
<PAGE> 8
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 quarter of 1998. The cumulative
applicable principal balance unpaid as of June 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 continues to monitor the impact of year 2000
issues on our computer systems and applications and has developed
a remediation plan. We expect the cost of upgrading computers and
software to be immaterial to the Registrant.
Financial Condition and Liquidity
As of July 31, 1998,the Registrant had $761 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: August 14, 1998 By: /s/ Steven D. Ezell
General Partner
By: 222 PARTNERS, INC.
General Partners
Date: August 14, 1998 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-31-1997
<PERIOD-END> JUN-30-1998
<CASH> 412
<SECURITIES> 0
<RECEIVABLES> 4700000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 7970176
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 7970176
<TOTAL-LIABILITY-AND-EQUITY> 7970176
<SALES> 0
<TOTAL-REVENUES> 282340
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 24414
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 257926
<INCOME-TAX> 0
<INCOME-CONTINUING> 257926
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 257926
<EPS-PRIMARY> 45.85
<EPS-DILUTED> 45.85
</TABLE>
