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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, 1999
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, 1999 and 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,
1999 1998
--------- ----------
<S> <C> <C>
ASSETS
CASH $ 75,424 $ 103,869
RESTRICTED CASH 26,387 24,813
OTHER ASSETS 280 280
Total Assets $ 102,091 $ 128,962
========== ==========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Accounts Payable and
Accrued Expenses $ 102,624 $ 128,158
Total Liabilities 102,624 128,158
Partners'Equity (Deficit):
Limited Partners (1,800 units
outstanding) (633) 704
General Partner 100 100
Total Partners' equity
(deficit) (533) 804
Total Liabilities &
Partners' Equity
(Deficit) $ 102,091 $ 128,962
========== ===========
<FN>
See accompanying notes to financial statements.
/TABLE
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<TABLE>
HICKORY HILLS, LTD.
(A Limited Partnership)
STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
Three months
Ended
MARCH 31,
_____________________
1999 1998
____ ____
<S> <C> <C>
REVENUE:
Land Sales
Sales of Land and
Improvements $ - $ 432,650
Cost of Land and
Improvements Sold - (399,049)
Selling Expenses - (43,900)
Loss on Sale of
Land - (10,299)
Interest Income 1,573 5,748
Miscellaneous Income 95 -
Total Revenue 1,668 (4,551)
EXPENSES:
Management Fees - 750
Legal & Accounting Fees 2,400 7,711
General & Admin. Expenses - 2,954
Land Maintenance Fees - 22,322
Interest Expense 605 87,317
Total Expenses 3,005 121,054
NET LOSS $ (1,337) $ (125,605)
<FN>
See accompanying notes to financial statements
/TABLE
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<TABLE>
HICKORY HILLS, LTD.
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Three months ended
MARCH 31,
1999 1998
<S> <C> <C>
Cash Flows from
Operating Activities:
Net Loss $ (1,337) $(125,605)
Adjustments to reconcile
Net Loss to Net Cash used
in Operating Activities:
Cost of Sales of Land
and Improvements - 399,049
Cost of Land and Improvements
held for Investment - (37,970)
Interest Payments made
on Note Payable - (375,000)
Increase in Accrued
Interest Payable - 87,317
Decrease in Accounts Payable
and Accrued Expenses (25,534) (6,098)
Increase in
Restricted Cash (1,574) (1,738)
Net Cash used in
Operating Activities (28,445) (60,045)
Net Decrease in Cash (28,445) (60,045)
CASH AT JANUARY 1, 103,869 180,308
CASH AT MARCH 31, $ 75,424 $ 120,263
======== ========
<FN>
See accompanying 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, 1999 and 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, 1998. 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, 1999 may not be indicative of the
results that may be expected for the year ending December
31, 1999.
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>
1999 1998
________ ________
<S> <C> <C>
Management Fees $ - $ 750
Real Estate Brokerage
Commission - 16,556
Accounting Fees 400 -
</TABLE>
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HICKORY HILLS, LTD.
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For the Three Months Ended March 31, 1999
(continued) (Unaudited)
C. COMPREHENSIVE INCOME
During the three month periods ended March 31, 1999 and 1998,
the Partnership had no components of other comprehensive
income. Accordingly, comprehensive income for each of the
periods was the same as net loss.
D. FORECLOSURE
On December 31, 1998, the Hickory Lenders, Ltd. began the
process of foreclosing on the debt to the Partnership after
the note matured and payment was not made. Due to the
intended foreclosure, the Financial Statements included
herein, as of December 31, 1998, reflect the transfer of
property to the Lender. Foreclosure proceeding are not
expected to be complete until mid-1999.
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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,
1999.
At December 31, 1998, the Registrant was involved in foreclosure
proceedings for failure to make debt payments. The Registrant
expects to dissolve the partnership in late 1999. Any cash held
after the foreclosure would go to the Lender. As the Registrant is
currently involved in foreclosure proceedings, the Registrant's
Financial Statement included herein reflects the foreclosure as
having taken place on December 31, 1998 and the properties
effectively transferred to the Lender in settlement of borrowings.
Due to the foreclosure, the Registrant is operating with a minimal
amount of activity.
FINANCIAL CONDITION
LIQUIDITY
As of April 30, 1999 the Registrant had approximately $49,536 in
cash reserves. These funds are expected to be sufficient through
the completion of the foreclosure then all remaining cash will go
to the Lender.
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 Plan is addressing the issue of computer
programs and embedded computer chips being unable to distinguish
between the year 1900 and the year 2000, if a program or chip uses
only two digits rather than four to define the applicable year.
The Partnership has divided the Plan into five major phases-
assessment, planning, conversion, implementation and testing.
After completing the assessment and planning phases earlier year,
the Partnership is currently in the conversion, implementation, and
testing phases. Systems which have been determined not to be Year
2000 compliant are being either replaced or reprogrammed, and
thereafter tested for Year 2000 compliance. The Plan anticipates
that by mid-1999 the conversion, implementation and testing phases
will be completed. Management believes that the total remediation
costs for the Plan will not be material to the operations or
liquidity of the Partnership.
The Partnership is in the process of identifying and contacting
critical suppliers and other vendors whose computerized systems
interface with the Partnership's systems, regarding their plans and
progress in addressing their Year 2000 issues. The Partnership has
received varying information from such third parties on the state
of compliance or expected compliance. Contingency plans are being
developed in the event that any critical supplier or customer is
not compliant.
The failure to correct a material Year 2000 problem could result in
an interruption in, or failure of, certain normal business
activities or operations. Such failures could materially and
adversely affect the Partnership's operations, liquidity and
financial condition. Due to the general uncertainty inherent in
the Year 2000 problem, resulting in part from the uncertainty of
the Year 2000 readiness of third-party suppliers and customers, the
Partnership is unable to determine at this time whether the
consequences of Year 2000 failures will have a material impact on
the Partnership's operations, liquidity or financial condition.
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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 1999.
(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, 1999 By:/s/ Steven D. Ezell
___________________
President
Date: May 15, 1999 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-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 75,424
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 102,091
<CURRENT-LIABILITIES> 102,624
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (533)
<TOTAL-LIABILITY-AND-EQUITY> 102,091
<SALES> 0
<TOTAL-REVENUES> 1,668
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,400
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 605
<INCOME-PRETAX> (1,337)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,337)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,337)
<EPS-PRIMARY> (0.74)
<EPS-DILUTED> (0.74)
</TABLE>
