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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 March 31, 1998
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 Three Months Ended March 31, 1998
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>
HICKORY HILLS, LTD.
(A Limited Partnership)
BALANCE SHEETS
(Unaudited)
<CAPTION>
March 31, December 31,
1998 1997
--------- ----------
<S> <C> <C>
ASSETS
CASH $ 120,263 $ 180,308
RESTRICTED CASH 169,597 167,859
LAND & IMPROVEMENTS HELD
FOR INVESTMENT 1,710,688 2,071,767
OTHER ASSETS 280 280
Total Assets $2,000,828 $ 2,420,214
========== ==========
LIABILITIES AND PARTNERS' EQUITY
Accrued Interest Payable $ 544,172 $ 831,855
Note Payable to Affiliate 3,454,300 3,454,300
Other Accrued Expenses 104,024 110,122
Total Liabilities 4,102,496 4,396,277
Partners' Deficit:
Limited Partners (1,800 units
outstanding (2,101,768) (1,976,163)
General Partner 100 100
Total Partners' equity (2,101,668) (1,976,063)
Total Liabilities &
Partners' Deficit $2,000,828 $ 2,420,214
========== ===========
<FN>
See notes to financial statements.
/TABLE
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<TABLE>
HICKORY HILLS, LTD.
(A Limited Partnership)
STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
Quarter and
Year to Date Ending
MARCH 31,
_____________________
1998 1997
____ ____
<S> <C> <C>
REVENUE:
Land Sales
Sales of Land and
Improvements $ 432,650 $ 201,000
Cost of Land and
Improvements Sold (399,049) (133,886)
Closing Costs (43,900) (13,577)
(Loss) Gain on Sale
of Land (10,299) 53,537
Interest Income 5,748 1,782
Total Revenue $ (4,551) $ 55,319
EXPENSES:
Management Fees 750 750
Legal & Accounting Fees 7,711 9,125
General & Admin. Expenses 2,954 3,513
Land Maintenance Fees 22,322 6,942
Interest Expense 87,317 87,317
Total Expenses $ 121,054 $ 107,647
NET LOSS $ (125,605) $ (52,328)
<FN>
See notes to financial statements
/TABLE
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<TABLE>
HICKORY HILLS, LTD.
(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 Loss $(125,605) $(52,328)
Adjustments to reconcile
Net Loss to Net Cash (used
in)/provided by Operating Activities:
Cost of Sales of Land
and Improvements 399,049 133,886
Cost of Land and Improvements
held for Investment (37,970) (134,422)
Interest Payments made
on Note Payable (375,000) (120,000)
Increase in Accrued
Interest Payable 87,317 87,317
Decrease in Accrued Expenses (6,098) 98,217
Increase (Decrease) in
Restricted Cash (1,738) 98,344
Net Cash (used in)/provided by
Operating Activities (60,045) 111,014
Net (Decrease) Increase in Cash
and Cash Equivalents (60,045) 111,014
CASH AT JANUARY 1, 180,308 142,345
CASH AT MARCH 31, $ 120,263 $ 253,359
======== ========
<FN>
See notes to financial statements.
/TABLE
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HICKORY HILLS, LTD.
(A Limited Partnership)
NOTES TO 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's
operations. Compensation earned for these services
in the first three months were as follows:
<TABLE>
<CAPTION>
1998 1997
________ ________
<S> <C> <C>
Management Fees $ 750 $ 750
Real Estate Brokerage
Commission 16,556 6,030
</TABLE>
HICKORY HILLS, LTD.
(A Limited Partnership)
NOTES TO 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 (SFS) 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 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 FOR THE QUARTER ENDED MARCH 31,
1998.
During the first quarter of 1998, the Registrant sold
one lakefront lot at the Hendersonville Property for $75,000 and
71.53 acres of the Nashville Property for gross proceeds of
$357,650. From these sales proceeds, $375,000 in accrued interest
was paid to the Lender. The remaining proceeds were retained to
cover operating expenses. Overall operations of the
Registrant are comparable to prior quarters, except for the
increase in land maintenance fees which include architect and
engineering fees. In January 1998, the Registrant paid
approximately $19,000 in engineering fees related to sales and
development done in 1997.
FINANCIAL CONDITION
DEVELOPMENT
All development on the Hendersonville Property is
complete. No development is planned for the Nashville
Property.
LIQUIDITY
As of April 30, 1998 the Registrant had approximately
$49,858 in cash reserves. These funds are expected to
be sufficient through 1998.
The Note payable to Affiliate comes due on December 31,
1998. 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, 1998. 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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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.
HICKORY HILLS, LTD.
By: 222 HICKORY, LTD.
General Partner
By: 222 PARTNERS, INC.
General Partner
Date: May 15, 1998 By:/s/ Steven D. Ezell
___________________
President
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> 120,263
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 1,710,688
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,000,828
<CURRENT-LIABILITIES> 104,024
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (2,101,768)
<TOTAL-LIABILITY-AND-EQUITY> 2,000,828
<SALES> 432,650
<TOTAL-REVENUES> (4,551)
<CGS> 399,049
<TOTAL-COSTS> 442,949
<OTHER-EXPENSES> 121,054
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 87,317
<INCOME-PRETAX> (125,605)
<INCOME-TAX> 0
<INCOME-CONTINUING> (125,615)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (125,615)
<EPS-PRIMARY> (69.78)
<EPS-DILUTED> (69.78)
</TABLE>
