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 September 30, 1996 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) 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) hasfiled 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 Nine Months Ended September 30, 1996 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) September 30, December 31, 1996 1995 ------------- ------------- ASSETS CASH $ 24,467 $ 150,582 NOTE RECEIVABLE FROM AFFILIATE 2,828,601 3,228,601 LOAN COSTS 22,399 35,839 Total Assets $ 2,875,466 $ 3,415,022 ========== ========== LIABILITIES AND PARTNERS' EQUITY PARTNERS' EQUITY 2,875,466 3,415,022 Total Liabilities & Partners' Deficit $ 2,875,466 $ 3,415,022 ========== ========== [FN] See notes to financial statements. 4 HICKORY LENDERS, LTD. (A Limited Partnership) STATEMENTS OF OPERATIONS (Unaudited) Quarter Ending Year to Date Ending SEPTEMBER 30, _________________ 1996 1995 1996 1995 ____ ____ ____ ____ REVENUE: Interest - - 2,578 1,748 EXPENSES: State Income Tax - - 1,121 - Legal & Accounting Fees 300 823 12,567 11,492 General & Admin. Expenses 352 1,134 664 1,433 Mortgage Servicing Fee 1,750 1,750 5,250 5,250 Amortization 4,480 4,480 13,440 13,440 Total Expenses 6,882 8,187 33,042 31,615 NET LOSS $(6,882) (8,187) (30,464) (29,867) <FN> See notes to financial statements 5 HICKORY LENDERS, LTD. (A Limited Partnership) CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Year-to-date SEPTEMBER 30, __________________________ 1996 1995 ____ ____ Cash Flows from Operating Activities: Net Loss $(30,464) $ (29,867) Adjustments to reconcile Net Income to Net Cash used in Operating Activities: Amortization 13,440 13,440 Increase in Accounts Payable - 300 Payments received on Interest Receivable from Affiliate - 84,301 Total Adjustments 13,440 98,041 Net Cash used in Operating Activities (17,024) 68,174 Cash Flows from Financing Activities: Payment received on Note Receivable 400,000 125,699 Distribution to Partners (509,091) - Net Cash (used in)/provided by Financing Activities (109,091) 125,699 Net Increase/(Decrease) in Cash and Cash Equivalents (126,115) 193,873 CASH AT JANUARY 1, 150,582 68,851 CASH AT SEPTEMBER 30, 24,467 $ 262,724 ========= ======== <FN> See notes to financial statements. 6 HICKORY LENDERS, LTD. (A Limited Partnership) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Nine Months Ended September 30, 1996 (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, 1995. 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, 1996 may not be indicative of the results that may be expected for the year ending December 31, 1996. 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: 1996 1995 ________ ________ Management Fees $ 5,250 5,250 Accounting Fees 1,600 1,500 7 Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS The Partnership's primary business is to lend monies to Hickory Hills, Ltd. Due to the nature of the Registrant, all activity is a result of transactions in Hickory Hills, Ltd., the loan holder. The Registrant continues its policy begun in 1991 of not recognizing interest income for financial reporting purposes on the Lender Financing. This policy was accepted upon the recommendation of the Registrant's principal accountants because there had not been any payments made on the Lender Financing since inception and there has been no independent verification of the value of the land held as collateral. Interest income will be recognized for tax and loan payment purposes. Operating expenses of the Registrant are comparable to the prior year's quarter and are not expected to fluctuate in the future. During the third quarter of 1996, the Owner 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 Owner has 33 lots remaining in the Hendersonville Property. From these sale proceeds, payments of $280,000 were made to the Registrant and the remaining proceeds were retained for operating and development. The Owner made payments on the Lender financing totalling $400,000 for the nine month period ending September 30, 1996. FINANCIAL CONDITION DEVELOPMENT During the third quarter of 1996, the Owner 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 by the end of 1996. LIQUIDITY At October 31, 1996 the Registrant had approximately $22,717 in cash reserves. Due to the minimal expenses of the Registrant, these funds are expected to be sufficient through 1996. 8 PART II. OTHER INFORMATION Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 27 - Financial Data Schedule (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: November 14, 1996 By:/s/ Steven D. Ezell President Date: November 14, 1996 By:/s/ Michael A. Hartley Secretary/Treasurer