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, 1997 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 ___ 2 PART I. FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS HICKORY HILLS, LTD. (A Tennessee Limited Partnership) FINANCIAL STATEMENTS For The Three Months Ended March 31, 1997 INDEX Financial Statements: Balance Sheets 3 Statements of Operations 4 Statements of Cash Flows 5 Notes to Financial Statements 6 3 HICKORY HILLS, LTD. <A Limited Partnership) BALANCE SHEETS (Unaudited) March 31, December 31, 1997 1996 --------- ---------- ASSETS CASH $ 253,359 $ 142,345 RESTRICTED CASH 160,332258,676 LAND & IMPROVEMENTS HELD FOR INVESTMENT 2,474,375 2,473,839 OTHER ASSETS 280 280 Total Assets $2,888,346 $ 2,875,140 ========== ========== LIABILITIES AND PARTNERS' EQUITY Accrued Interest Payable $1,093,944$1,126,627 Note Payable to Affiliate 3,454,3003,454,300 Other Accrued Expenses 190,754 92,537 Partners' Deficit: Limited Partners (1,800 units outstanding (1,850,752) (1,798,424) General Partner 100 100 Total Partners' equity (1,850,652)(1,798,324) Total Liabilities & Partners' Deficit $2,888,346$ 2,875,140 ========== =========== <FN> See notes to financial statements. /TABLE 4 HICKORY HILLS, LTD. (A Limited Partnership) STATEMENTS OF OPERATIONS (Unaudited) Quarter and Year to Date Ending MARCH 31, _____________________ 1997 1996 ____ ____ REVENUE: Land Sales Sale Proceeds $ 201,000 $ 365,500 Cost of Land Sold (133,886) (258,179) Closing Costs (13,577)(23,893) Gain(Loss) on Sale of Land 53,537 83,428 Interest Income 1,782 3,910 Total Revenue $ 55,319 $ 87,338 EXPENSES: Management Fees 750 750 Legal & Accounting Fees 9,125 9,377 General & Admin. Expenses 3,513 3,392 Land Maintenance Fees 6,942 6,773 Interest Expense 87,317 87,317 Total Expenses $ 107,647 $ 107,609 NET LOSS $ (52,328) $ (20,271) <FN> See notes to financial statements 5 HICKORY HILLS, LTD. (A Limited Partnership) STATEMENTS OF CASH FLOWS (Unaudited) Year-to-date MARCH 31, 1997 1996 Cash Flows from Operating Activities: Net Income $ (52,328) $(20,271) Adjustments to reconcile Net Income to Net Cash used in Operating Activities: Interest Payments made on Note Payable (120,000) (120,000) Increase in Accrued Interest Payable 87,317 87,317 Change in Accrued Expenses 98,217 (2,205) Gain on Sale of Land (53,537) (83,428) Change in Restricted Cash 98,344 (3,910) Decrease in other assets - 21,013 Total Adjustments 110,341 (101,213) Net Cash used in Operating Activities 58,013 (121,484) Cash Flows from Investing Activities: Proceeds from Land Sale 187,423 341,607 Cost of Land Improvements (134,422) (242,360) Net Cash provided by Investing Activities 53,001 99,247 Net Decrease in Cash and Cash Equivalents 111,014 (22,237) CASH AT JANUARY 1, 142,345 259,074 CASH AT MARCH 31, $ 253,359 $ 236,837 ======== ======== <FN> See notes to financial statements. /TABLE 6 HICKORY HILLS, LTD. (A Limited Partnership) NOTES TO FINANCIAL STATEMENTS For the Three Months Ended March 31, 1997 (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, 1996. 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, 1997 may not be indicative of the results that may be expected for the year ending December 31, 1997. 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: 1997 1996 ________ ________ Management Fees $ 750 $ 750 Real Estate Brokerage Commission 6,030 10,965 Accounting Fees - 300 7 Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 1997. During the first quarter of 1996, the Registrant sold 6 lots at the Hendersonville Property for $23,500 per lot and one lake front lot for $60,000. From these sales proceeds, $120,000 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. FINANCIAL CONDITION DEVELOPMENT All development on the Hendersonville Property is complete. No development is planned for the Nashville Property. LIQUIDITY As of April 30, 1997 the Registrant had approximately $99,475 in cash reserves. These funds are expected to be sufficient through 1997. The Note payable to Affiliate comes due on December 31, 1997. 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, 1997. 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. 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 1997. (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 HILLS, LTD. By: 222 HICKORY, LTD. General Partner By: 222 PARTNERS, INC. General Partner Date: May 15, 1997 By:/s/ Steven D. Ezell ___________________ President Date: May 15, 1997 By:/s/ Michael A. Hartley ______________________ Secretary/Treasurer