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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 March 31, 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)
One Belle Meade Place, 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 MONTHS ENDED MARCH 31, 1998
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
March 31, December 31,
1998 1997
<S> <C> <C>
CASH $2,082 $9,092
NOTE RECEIVABLE FROM AFFILIATE 4,700,000 4,700,000
INTEREST RECEIVABLE FROM AFFILIATE 2,665,934 2,524,934
LOAN COSTS, less accumulated
amortization of $157,473
in 1998 and $153,026 in 1997 73,777 78,224
Total Assets $7,441,793 $7,312,250
========= =========
LIABILITIES AND PARTNERS' EQUITY
ACCOUNTS PAYABLE $1,472 -
PARTNERS' EQUITY:
Limited Partners (5,625 units
outstanding) 7,440,321 7,312,250
General Partners - -
Total Partners'equity 7,440,321 7,312,250
Total Liabilities &
Partners' Equity $7,441,793 $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 March 31,
1998 1997
<S>
<C> <C>
REVENUES:
Interest $141,340 $ 141,000
EXPENSES:
Legal & Accounting 6,300 7,600
Mortgage Servicing Fee 2,250 2,250
General & Administration 272 1,019
Amortization 4,447 4,447
Total Expenses $13,269 $15,316
NET INCOME $128,071 $125,684
======== ========
<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
March 31,
1998 1997
<S> <C> <C>
Cash flows from Operating Activities:
Net Income $128,071 $125,684
Adjustments to reconcile Net Income
to Net Cash used in Operating Activities:
Amortization 4,447 4,447
Increase in Accounts Payable 1,472 4,750
Increase in Accrued Interest (141,000) (141,000)
Net cash used in Operating Activities (7,010) (6,119)
NET CHANGE IN CASH (7,010) (6,119)
CASH AT JANUARY 1, 9,092 8,254
CASH AT MARCH 31, $2,082 $ 2,135
======= =======
<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 Months Ended March 31, 1998
(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 three
month period ended March 31, 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.
Compensation earned for these services were as follows:
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Mortgage Servicing Fee $2,250 $2,250
Accounting Fees - -
</TABLE>
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RAINES LENDERS, L.P.
(A Limited Partnership)
NOTES TO THE FINANCIAL STATEMENTS
For the Three Months Ended March 31, 1998
(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 month periods ended
March 31, 1998, and 1997, the Partnership had no components
ofcomprehensive 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 for the Quarter Ended March 31,
1998.
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 transactions in Raines Road, L.P., the loan
holder. The Borrower had no property sales during the
first quarter of 1998. The cumulative applicable
principal balance unpaid as of March 31, 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.
Financial Condition and Liquidity
As of March 31, 1998,the Registrant had $2,082 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) Exhibits
Exhibit 27 - Financial Data Schedule for the
First Quarter of 1998
(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: May 15, 1998 By: /s/ Steven D. Ezell
General Partner
By: 222 PARTNERS, INC.
General Partners
Date: May 15, 1998 By: /s/ Michael A. Hartley
Secretary/Treasurer
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<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1998
<CASH> 2082
<SECURITIES> 0
<RECEIVABLES> 4700000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 7441793
<CURRENT-LIABILITIES> 1472
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 7440321
<TOTAL-LIABILITY-AND-EQUITY> 7441793
<SALES> 0
<TOTAL-REVENUES> 141340
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 13269
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 128071
<INCOME-TAX> 0
<INCOME-CONTINUING> 128071
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 128071
<EPS-PRIMARY> 22.77
<EPS-DILUTED> 22.77
</TABLE>
