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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, 2000
[ ] 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 Statements
RAINES LENDERS, L.P.
(A Delaware Limited Partnership)
FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 and 1999
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
March 31, December 31,
2000 1999
<S> <C> <C>
CASH $ 372 254
NOTE RECEIVABLE FROM AFFILIATE 4,700,000 4,700,000
INTEREST RECEIVABLE FROM AFFILIATE,
net of allowance for impairmant of
$1,580,711 932,923 932,923
LOAN COSTS, less accumulated
amortization of $175,261
in 1999 and $170,814 in 1998 38,201 42,648
Total Asssets $ 5,671,496 5,675,825
========= =========
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:
ACCOUNTS PAYABLE 2,287 -
DUE TO AFFILIATE 31,443 27,100
PARTNERS' EQUITY:
Limited Partners (5,625 units
outstanding) 5,637,766 5,648,725
General Partner - -
Total Partners'equity 5,637,766 5,648,725
Total Liabilities &
Partners' Equity $ 5,671,496 5,675,825
========= =========
<FN> See accompanying notes to financial statements.
</TABLE>
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<TABLE>
RAINES LENDERS, L.P.
(A Limited Partnership)
STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
Three months ended
March 31,
2000 1999
<S>
<C> <C>
REVENUES:
Interest Income $ - $ -
EXPENSES:
Legal & Accounting 3,343 1,275
Mortgage Servicing Fee 2,250 2,250
General & Administration 919 100
Amortization 4,447 4,447
Total Expenses 10,959 8,072
NET LOSS $(10,959) $ (8,072)
====== =====
<FN>
See accompanying notes to financial statements
</TABLE>
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<TABLE>
RAINES LENDERS, L.P.
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Three months ended
March 31,
2000 1999
<S> <C> <C>
Cash flows from Operating Activities:
Net Loss $ (10,959) (8,072)
Adjustments to reconcile Net Loss
to Net Cash used in Operating
Activities:
Amortization 4,447 4,447
Decrease (Increase) in Interest
Receivable from Affiliate - 3,300
Increase in Accounts Payable 2,287 -
Increase in due from affiliate 4,343 -
Net cash used in Operating Activities 118 (325)
NET CHANGE IN CASH 118 (325)
CASH AT JANUARY 1, 254 362
CASH AT MARCH 31, $ 372 37
======= ======
<FN>
See accompanying 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, 2000 AND 1999
(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, 1999. 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,
2000 may not be indicative of the results that may be expected for
the year ending December 31, 2000.
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:
2000 1999
Mortgage Servicing Fee $ 2,250 2,250
Accounting Fees 400 400
C. COMPREHENSIVE INCOME
During the three month periods ended March 31, 2000, and 1999, the
Partnership had no components of other comprehensive income.
Accordingly, comprehensive income for each of the periods was the
same as net income (loss).
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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, 2000.
The Partnership's primary business is to lend monies to Raines
Road, L.P. ("the Borrower"). The Registrant continues its policy
begun in 1998 of not recognizing interest income for financial
reporting purposes on the Lender Financing. The Lender financing
has been placed on non-accrual status in accordance with the
Registrant's policy for impaired notes. These adjustments to
interest income and the receivable balance are for financial
reporting purposes only. Interest income continues to recognized
for loan payment purposes. 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 2000. The
cumulative applicable principal balance unpaid as of March 31, 2000
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, 2000,the Registrant had $372 in cash reserves.
This balance is not sufficient to meet the operating needs of the
Registrant. Unless the Borrower makes a payment from sale proceeds
or released cash reserves on the Lender Financing to provide the
Registrant with sufficient operating funds, the General Partner
will assist the Registrant in meeting operational needs through
affiliated loans.
Year 2000
In 1998, the Partnership initiated a plan ("Plan") to
identify, and remediate "Year 2000" issues within each of its
significant computer programs and certain equipment which contain
microprocessors. The Partnership divided the Plan into five major
phases-assessment, planning, conversion, implementation and
testing. The plan was completed in mid 1999. The total remediation
costs for the plan were not material to the operation or liquidity
of the partnerships. The Registrant had no significant operational
difficulties related to Year 2000 issue. Management does not
expect any issues or operational problems related to Year 2000
issues in the future.
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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 2000
(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, 2000 By: /s/ Steven D. Ezell
General Partner
By: 222 PARTNERS, INC.
General Partners
Date: May 15, 2000 By: /s/ Michael A. Hartley
Secretary/Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 372
<SECURITIES> 0
<RECEIVABLES> 5,632,923
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,671,496
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 5,637,766
<TOTAL-LIABILITY-AND-EQUITY> 5,671,496
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 10,959
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (10,959)
<INCOME-TAX> 0
<INCOME-CONTINUING> (10,959)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (10,959)
<EPS-BASIC> (1.95)
<EPS-DILUTED> (1.95)
</TABLE>
