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, 1998 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, 1998 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, 1998 1997 --------- -------- ASSETS Cash $57,134 $322,741 Note receivable from affiliate 1,458,601 1,833,601 Total Assets $1,515,735 $2,156,342 ========== ========== LIABILITIES AND PARTNERS' EQUITY Accounts Payable $ 1,400 - Partners' Equity: Limited Partners (4,200 units outstanding) 1,514,335 2,156,342 General Partner - - Total Partners' Equity 1,514,335 2,156,342 Total Liabilities & Partners' Equity $1,515,735 $2,156,342 ========== ========== <FN> See notes to financial statements. /TABLE 4 HICKORY LENDERS, LTD. (A Limited Partnership) STATEMENTS OF OPERATIONS (Unaudited) Quarter and Year to Date Ending MARCH 31, ____________________ 1998 1997 ____ ____ REVENUE: Interest Income 2,880 - EXPENSES: Legal & Accounting Fees 6,900 $8,200 General & Admin. Expenses - 889 Mortgage Servicing Fee 1,750 1,750 Amortization - 4,480 Total Expenses $ 8,650 $15,319 NET LOSS $(5,770) $(15,319) <FN> See notes to financial statements 5 HICKORY LENDERS, LTD. (A Limited Partnership) STATEMENTS OF CASH FLOWS (Unaudited) Year-to-date MARCH 31, 1998 1997 Cash Flows from Operating Activities: Net Loss $(5,770) $ (15,319) Adjustments to reconcile Net Loss to Net Cash used in Operating Activities: Amortization - 4,480 Increase in Accounts Payable 1,400 5,450 Net Cash used in Operating Activities (4,370) (5,389) Cash Flows from Financing Activities: Principal payments received 375,000 120,000 Cash Distributions (636,237) (424,242) Net Cash used in Financing Activities: (261,237) (304,242) Net Decrease in Cash and Cash Equivalents (265,607) (309,631) CASH AT JANUARY 1, 322,741 374,088 CASH AT MARCH 31, $ 57,134 $64,457 ========= ======== <FN> See notes to financial statements. /TABLE 6 HICKORY LENDERS, LTD. (A Limited Partnership) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended March 31, 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, 1997. 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, 1998 may not be indicative of the results that may be expected for the year ending December 31, 1998. 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: 1998 1997 ________ ________ Management Fees $ 1,750 $ 1,750 /TABLE HICKORY LENDERS, LTD. (A Limited Partnership) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended March 31, 1998 (continued) (Unaudited) C. COMPREHENSIVE INCOME Effective January 1, 1998, the Partnership adopted Statement of Financial Accounting Standards (SFAS) No. 130, Reporting Comprehensive Income. SFAS No. 130 establishes standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements and requires that all components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. Comprehensive income is defined as the change in equity of a business enterprise, during a period, associated with transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. During the three month periods ended March 31, 1998 and 1997, the Partnership had no components of comprehensive income. Accordingly, comprehensive income for each of the periods was the same as net income. 7 Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 1998. 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. The Note receivable to Affiliate comes due on December 31, 1998. The General Partner plans to negotiate an extension of the loan term. The General Partner does not expect the Borrower to have the liquidity to retire the debt in full on December 31, 1998. Because the Borrower and the Registrant share the same general partner, it may be necessary to appoint an independent party to represent the general partner for the Registrant, the Borrower 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 Registrant is required to foreclose the loan. Currently, the Partnership has not foreclosed or accelerated the amounts due under the loan agreement. Overall operations of the Registrant have not fluctuated significantly from previous quarters. During the first quarter of 1998, the Borrower sold one lakefront lot at the Hendersonville Property for $75,000. and 71.53 acres of the Nashville Property for $357,650. From these proceeds, $375,000 in interest was paid to the Lender. The remaining proceeds were retained to cover operating expenses. FINANCIAL CONDITION LIQUIDITY At April 30, 1998, the Registrant had approximately $51,133 in cash reserves. These funds are expected to be sufficient through 1998. 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 1998 (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, 1998 By:/s/ Steven D. Ezell President Date: May 15, 1998 By:/s/Michael A. Hartley Secretary/Treasurer