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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, 1997
or
[ ] 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: 33-18089-A
HICKORY HILLS, LTD.
(Exact name of Registrant as specified in its charter)
Tennessee 62-1336904
(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 I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
HICKORY HILLS, LTD.
(A Tennessee Limited Partnership)
FINANCIAL STATEMENTS
For The Nine Months Ended September 30, 1997
INDEX
Financial Statements:
Consolidated Balance Sheets 3
Consolidated Statements of Operations 4
Consolidated Statements of Cash Flows 5
Notes to Financial Statements 6
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<TABLE>
HICKORY HILLS, LTD.
(A Limited Partnership)
BALANCE SHEETS
(Unaudited)
<CAPTION>
September 30, December 31,
1997 1996
--------- ----------
<S> <C> <C>
ASSETS
CASH $ 73,907 $ 142,345
RESTRICTED CASH 163,513 258,676
LAND & IMPROVEMENTS HELD
FOR INVESTMENT 2,356,562 2,473,839
OTHER ASSETS 280 280
Total Assets $2,594,262 $ 2,875,140
========== ==========
LIABILITIES AND PARTNERS' EQUITY
Accrued Interest Payable $1,043,578 $1,126,627
Note Payable to Affiliate 3,454,300 3,454,300
Other Accrued Expenses 63,300 92,537
Partners' Deficit:
Limited Partners (1,800 units
outstanding (1,967,016) (1,798,424)
General Partner 100 100
Total Partners' equity (1,966,916) (1,798,324)
Total Liabilities &
Partners' Deficit $2,594,262 $2,875,140
========== ===========
<FN>
See notes to financial statements.
</TABLE>
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<TABLE>
HICKORY HILLS, LTD.
(A Limited Partnership)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
Quarter Ending Year to Date
Ending September 30,
1997 1996 1997 1996
------- ------- ------- -------
<S> <C> <C> <C> <C>
REVENUE:
Land Sales
Sale Proceeds $ - 415,000 436,000 780,500
Cost of
Land Sold - (260,211) (280,376) (515,570)
Closing Costs - (24,405) (28,877) (51,118)
Gain(Loss) on
Sale of Land - 130,384 126,747 213,812
Interest Income 600 2,067 9,231 15,011
Total Revenue 600 132,451 135,978 228,823
EXPENSES:
Management Fees 750 750 2,250 2,250
Legal &
Accounting Fees - 300 12,270 13,282
General & Admin.
Expenses 443 851 4,101 6,031
Land Maint. Fees - 8,395 23,998 24,182
Interest Expense 87,317 87,317 261,951 261,951
Total Expenses 93,492 97,613 304,570 307,696
NET INCOME (LOSS) (92,892) 34,838 (168,592) (78,873)
<FN>
See notes to financial statements
</TABLE>
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<TABLE>
HICKORY HILLS, LTD.
(A Limited Partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Year-to-date
SEPTEMBER 30,
--------------
1997 1996
<S> <C> <C>
Cash Flows from
Operating Activities:
Net Income (168,592) (78,873)
Adjustments to reconcile
Net Income to Net Cash used
in Operating Activities:
Interest Payments made
on Note Payable (345,000) (400,000)
Increase in Accrued
Interest Payable 261,951 261,951
Change in Accrued
Property Taxes - (9,855)
Change in Other Assets - 21,013
Gain on Sale of Land (126,747) (213,812)
Increase in Accrued Expenses (29,237) 4,500
Change in Escrow Deposits 95,163 5,313
Total Adjustments (143,870) (330,890)
Net Cash used in
Operating Activities (312,462) (409,763)
Cash Flows from Investing Activities:
Net Sale Proceeds 407,123 729,382
Land Improvements (163,099) (429,372)
Net Cash provided by
Investing Activities 244,024 300,010
Net Increase/(Decrease)
in Cash and Cash Equivalents (68,438) (109,753)
CASH AT JANUARY 1, 142,345 259,074
CASH AT SEPTEMBER 30, 73,907 $149,321
======== ========
<FN>
See notes to financial statements.
</TABLE>
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HICKORY HILLS, LTD.
(A Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Nine Months Ended September 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 nine
month period ended September 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's operations. Compensation
earned for these services in the first nine months were as
follows:
<TABLE>
<CAPTION>
1997 1996
________ ________
<S> <C> <C>
Management Fees $2,250 2,250
Real Estate Brokerage
Commission 13,080 23,415
Accounting Fees 1,600 1,500
</TABLE>
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Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
During the first six months of 1997, the Registrant sold 16 lots at the
Hendersonville Property for $23,500 per lot and one lake front lot for
$60,000. From these sales proceeds, $345,000 in accrued interest was paid
to the Lender. The remaining proceeds were retained to cover operating
expenses.
During the first six months of 1996, the Registrant sold 17 lots at the
Hendersonville Property for $21,500 per lot. Other than lot sales, overall
operations of the Registrant are comparable to prior quarters.
FINANCIAL CONDITION
DEVELOPMENT
All development on the Hendersonville Property is complete. No development
is planned for the Nashville Property.
LIQUIDITY
As of July 31, 1997 the Registrant had approximately $83,174 in cash
reserves. These funds are expected to be sufficient through 1997.
The Note payable to Affiliate comes due on December 31, 1997. The General
Partner plans to negotiate an extension of the loan term. The General
Partner does not expect the Registrant to have the liquidity to retire the
debt in full on December 31, 1997. Because the Registrant and the Lender
share the same general partner, it may be necessary to appoint an independent
party to represent the general partner for the Registrant, the Lender or both
during the loan negotiations. However, if the loan term is not extended, the
lack of payment would constitute a default on the loan agreement. In such
an event the Lender is required to foreclose the loan. Currently, the
Partnership has not foreclosed or accelerated the amounts due under the loan
agreement.
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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 September 30, 1996.
During the third quarter of 1996, the Registrant sold 13 lots of the
Hendersonville Property. Three of these lots sold were lake front lots and
sold for $60,000 per lot. The remaining lots sold at $23,500 per lot. The
Registrant has 33 lots remaining in the Hendersonville Property. From
these sale proceeds, payments of $280,000 were made to the Lender and the
remaining proceeds were retained for operating and development. The
Registrant made payments on the Lender financing totalling $400,000 for the
nine month period ending September 30, 1996. The Registrant has a contract
for the sale of three acres of the Nashville Property, which is expected to
close in mid-November 1996. There are several contingencies for this sales
to close. Therefore, there can be no assurance that the contingencies will
be met and that the sales will close.
Operating expenses of the Registrant are comparable to the prior year's
except for the fluctuation in land maintenance.
FINANCIAL CONDITION
DEVELOPMENT
During the third quarter of 1996, the Registrant completed a significant
portion of Phase V of the Hendersonville Property. This development opened
up 45 lots of which 13 were sold this quarter. Phase IV and V infrastructure
is expected to be complete in _____________.
LIQUIDITY
As of October 31, 1996, the Registrant had approximately $9,283 in cash
reserves and $483,899 in escrow deposits. The shortage of funds in the
operating account is temporary. The General Partner expects to close on a
the three acre sale of the Nashville Property in mid-November, and funds are
expected to be released from escrow as the development on both Properties
progresses. . The General Partner believes that the current cash balances
of the Registrant will provide sufficient liquidity for its operating and
development needs.
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PART II. OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(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.
HICKORY HILLS, LTD.
By: 222 HICKORY, LTD.
General Partner
By:222 PARTNERS, INC.
General Partner
Date: November 21, 1997 By:/s/ Steven D. Ezell
President
Date: November 21, 1997 By:/s/ Michael A. Hartley
Secretary/Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1997
<CASH> 73907
<SECURITIES> 163513
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 2356562
<DEPRECIATION> 0
<TOTAL-ASSETS> 2594262
<CURRENT-LIABILITIES> 63300
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (1966916)
<TOTAL-LIABILITY-AND-EQUITY> 2594262
<SALES> 436000
<TOTAL-REVENUES> 135978
<CGS> 280376
<TOTAL-COSTS> 309253
<OTHER-EXPENSES> 42619
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 261951
<INCOME-PRETAX> (168592)
<INCOME-TAX> 0
<INCOME-CONTINUING> (168592)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (168592)
<EPS-PRIMARY> (93.66)
<EPS-DILUTED> (93.66)
</TABLE>
