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 June 30, 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 Six Months Ended June 30, 1997 INDEX Financial Statements: Consolidated Balance Sheets 3 Consolidated Statements of Operations 4 Consolidated Statements of Cash Flows 5 Notes to Financial Statements 6 3 HICKORY HILLS, LTD. (A Limited Partnership) CONSOLIDATED BALANCE SHEETS (Unaudited) June 30, December 31, 1997 1996 ------------- ------------- ASSETS CASH $ 101,767 $ 142,345 ESCROW DEPOSITS - Restricted 163,513 258,676 LAND & IMPROVEMENTS HELD FOR INVESTMENT 2,336,167 2,473,839 OTHER ASSETS 280 280 Total Assets 2,601,727 $2,875,140 ========= ========== LIABILITIES AND PARTNERS' EQUITY ACCRUED INTEREST PAYABLE 956,261 $ 1,126,627 ACCRUED PROPERTY TAXES - 10,635 NOTE PAYABLE TO AFFILIATE 3,454,300 3,454,300 OTHER ACCRUED EXPENSES 65,190 81,902 PARTNERS' DEFICIT: Limited Partners (1,800 units outstanding) (1,874,124) (1,798,424) General Partner 100 100 Total partners' deficit (1,874,024) (1,798,324) Total Liabilities & Partners' Deficit $ 2,601,727 $ 2,875,140 =========== =========== <FN> See notes to financial statements. /TABLE 4 HICKORY HILLS, LTD. (A Limited Partnership) CONSOLIDATED STATEMENTS OF OPERATIONS <Unaudited) Quarter to Date Year to Date Ending June 30, ------------------------------------- 1997 1996 1997 1996 REVENUE: Land Sales Sale Proceeds $ 235,000 - $436,000 365,500 Cost of Land Sold (146,490) - (280,376) (258,179) Closing Costs (15,284) - (28,862) (23,893) Gain(Loss) on Sale of Land 73,226 - 126,762 83,428 Interest Income 6,849 9,034 8,631 12,944 Total Revenue80,075 9,034 135,393 96,372 EXPENSES: Management Fees 750 750 1,500 1,500 Legal & Accounting Fees 3,145 3,606 12,270 12,982 Gen. & Admin. Expenses 1,492 3,680 3,658 5,180 Land Maint. Fees 14,355 7,590 19,031 15,787 Interest Expense 87,317 87,317 174,634 174,634 Total Expenses 107,059 102,943 211,093 210,083 NET INCOME (LOSS) (26,984) (93,909) (75,700) (113,711) <FN> See notes to financial statements 5 HICKORY HILLS, LTD. (A Limited Partnership) CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Year-to-date JUNE 30, __________________________ 1997 1996 ____ ____ Cash Flows from Operating Activities: Net Loss $ (75,700) $ (113,711) Adjustments to reconcile Net Income to Net Cash used in Operating Activities: Interest payments made on Note Pay. (345,000) (120,000) Increase in Accrued Interest Payable 174,634 174,634 Change in Accrued Property Taxes (10,635) (9,855) (Gain)Loss on Sale of Land (126,762) (83,428) Change in Other Assets - 21,013 Change in Accrued Exp. (16,712) (1,350) Change in Escrow Dep. 95,163 10,630 Total Adjustments (229,312) (8,356) Net Cash (used in)provided by Operating Activities (305,012) (122,067) Cash Flows from Investing Activities: Proceeds from Land Sale 407,138 341,607 Cost of Land Improvements (142,704) (319,473) Net Cash provided by Investing Activities 264,434 22,134 Net Increase in Cash and Cash Equivalents (40,578) 99,933 CASH AT JANUARY 1, 142,345 259,074 CASH AT JUNE 30, 101,767 159,141 ======== ======== <FN> See notes to financial statements. /TABLE 6 HICKORY HILLS, LTD. (A Limited Partnership) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Six Months Ended June 30, 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 six month period ended June 30, 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 six months were as follows: 1997 1996 ---- ---- Management Fees 1,500 1,500 Real Estate Brokerage Commission 13,080 5,265 Accounting Fees 1,300 1,300 7 Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS During the first six months of 1997, the Registrant sold 16 lots at the Hendersonville Property for $23,500 per lot and one lake front lot for $60,000. From these sales proceeds, $345,000 in accrued interest was paid to the Lender. The remaining proceeds were retained to cover operating expenses. During the first six months of 1996, the Registrant sold 17 lots at the Hendersonville Property for $21,500 per lot. Other than lot sales, 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 July 31, 1997 the Registrant had approximately $83,174 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 (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: August 14, 1997 By:/s/ Steven D. Ezell President Date: August 14, 1997 By:/s/ Michael A. Hartley Secretary/Treasurer