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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 LENDERS, LTD.
(Exact name of Registrant as specified in its
charter)
Tennessee 62-1336905
(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 LENDERS, 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 LENDERS, LTD.
(A Limited Partnership)
BALANCE SHEETS
(Unaudited)
<CAPTION>
March 31, December 31,
1999 1998
--------- --------
<S> <C> <C>
ASSETS
Cash $ 188,392 $ 192,414
Land & Improvements Held
For Investment 1,308,601 1,308,601
Total Assets $ 1,496,993 $ 1,501,015
========== ==========
PARTNERS' EQUITY
Partners' Equity:
Limited Partners (4,200 units
outstanding) 1,496,993 1,501,015
General Partner - -
Total Partners' Equity $ 1,496,993 $ 1,501,015
========== ==========
<FN>
See accompanying notes to financial statements.
/TABLE
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<TABLE>
HICKORY LENDERS, LTD.
(A Limited Partnership)
STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
Three months ended
MARCH 31,
____________________
1999 1998
____ ____
<S> <C> <C>
REVENUE:
Interest Income $ - 2,880
EXPENSES:
Legal & Accounting Fees 2,272 6,900
Property Management Fee 1,750 -
Mortgage Servicing Fee - 1,750
Total Expenses 4,022 8,650
NET LOSS $(4,022) $ (5,770)
<FN>
See accompanying notes to financial statements
</TABLE>
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<TABLE>
HICKORY LENDERS, 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 $ (4,022) $(5,770)
Adjustments to reconcile Net
Loss to Net Cash used in
Operating Activities:
Increase in Accounts Payable - 1,400
Net Cash used in
Operating Activities (4,022) (4,370)
Cash Flows from Financing Activities:
Principal payments received - 375,000
Cash Distributions - (636,237)
Net Cash used in
Financing Activities - (261,237)
Net Decrease in Cash (4,022) (265,607)
CASH AT JANUARY 1, 192,414 322,741
CASH AT MARCH 31, $ 188,392 $ 57,134
========= ========
<FN>
See accompanying notes to financial statements.
/TABLE
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HICKORY LENDERS, 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 $ 1,750 $ 1,750
Accounting Fees $ 400 -
/TABLE
<PAGE>
HICKORY LENDERS, LTD.
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For the Three Months Ended March 31, 1999 and 1998
(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 Partnership began the process of
foreclosing on the debt to Hickory Hills, Ltd. 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.<PAGE>
<PAGE> 7
Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 1999.
The Partnership's primary business was to lend monies to Hickory
Hills, Ltd. On December 31, 1998, the Partnership began the
process of foreclosing on the debt to Hickory Hills, Ltd. after
the note matured and payment was not made. The general partner
determined that the value of the underlying collateral could not
result in full payment of the debt and accrued interest. Due to
the intended foreclosure, the Financial Statements included herein,
as of December 31, 1998, reflect the transfer of property to the
Lender. Foreclosure proceedings are expected to be complete in the
second quarter of 1999.
The general partner and its affiliates have been actively involved
in managing the Partnership, the Property and the foreclosure.
FINANCIAL CONDITION
LIQUIDITY
At April 30, 1999, the Registrant had approximately $36,642 in cash
reserves. These funds are expected to be sufficient to fund
operations through 1999.
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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<PAGE> 8
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 LENDERS, 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> 188,392
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 1,308,601
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,496,993
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,496,993
<TOTAL-LIABILITY-AND-EQUITY> 1,496,993
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,022
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (4,022)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4,022)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,022)
<EPS-PRIMARY> (0.96)
<EPS-DILUTED> (0.96)
</TABLE>
