1 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, 2000 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 ___ 2 PART I. FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS HICKORY LENDERS, LTD. (A Tennessee 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 3 HICKORY LENDERS, LTD. (A Limited Partnership) BALANCE SHEETS (Unaudited) March 31, December 31, 2000 1999 --------- -------- ASSETS Cash $ 3,423 $ 36,981 Restricted cash 205,329 188,072 Land & Improvements Held For Investment 1,312,304 1,312,304 Total Assets $ 1,521,056 $ 1,537,357 ========== ========= LIABILITIES AND PARTNERS' EQUITY Accounts payable $ 77,555 $ 84,494 Partners' Equity: Limited Partners (4,200 units outstanding) 1,443,501 1,452,863 General Partner - - Total Partners' Equity $ 1,521,056 $ 1,537,357 ========== ========== <FN> See accompanying notes to financial statements. 4 HICKORY LENDERS, LTD. (A Limited Partnership) STATEMENTS OF OPERATIONS (Unaudited) Three months ended MARCH 31, ____________________ 2000 1999 ____ ____ REVENUE: Interest Income $ 1,258 - EXPENSES: Legal & Accounting Fees 8,406 2,272 Property Management Fee 1,750 1,750 Administrative expenses 463 - Total Expenses 10,619 4,022 NET LOSS $(9,361) $ (4,022) <FN> See accompanying notes to financial statements 5 HICKORY LENDERS, LTD. (A Limited Partnership) STATEMENTS OF CASH FLOWS (Unaudited) Three months ended MARCH 31, 2000 1999 Cash Flows from Operating Activities: Net Loss $ (9,361) $(4,022) Adjustments to reconcile Net Loss to Net Cash used in Operating Activities: Increase in Accounts payable (6,939) - Increase in Restricted cash (17,258) - Net Cash used in Operating Activities (33,558) (4,022) Net Decrease in Cash (33,558) (4,022) CASH AT JANUARY 1, 36,981 192,414 CASH AT MARCH 31, $ 3,423 $ 188,392 ========= ======== <FN> See accompanying notes to financial statements. 6 HICKORY LENDERS, LTD. (A Limited Partnership) NOTES TO 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's operations. Compensation earned for these services in the first three months were as follows: 2000 1999 Management Fees $ 1,750 $ 1,750 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 loss. 7 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 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 principal and accrued interest. Foreclosure proceedings were completed on June 29, 1999. The Registrant's primary business is now to develop and dispose of certain undeveloped real properties located in Nashville, Davidson County, Tennessee and Hendersonville, Sumner County, Tennessee (the "Properties"). The general partner and its affiliates have been actively involved in managing the Partnership, and the Property. Overall operations of the Property have not fluctuated significantly from the prior quarters. FINANCIAL CONDITION LIQUIDITY At April 30, 2000, the Registrant had approximately $86,606 in cash reserves. These funds are expected to be sufficient to fund operations through 2000. 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. 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 2000 (b) No 8-K's have been filed during this quarter. 9 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, 2000 By:/s/ Steven D. Ezell President Date: May 15, 2000 By:/s/Michael A. Hartley Secretary/Treasurer