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, 1999
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)
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 and Six Months Ended June 30, 1999
and 1998.
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)
June 30, December 31,
1999 1998
------------- -------------
ASSETS
CASH $ 22,790 $ 103,869
Restricted Cash - 24,813
OTHER ASSETS 280
Total Assets $ 22,790 $ 128,962
========= ==========
LIABILITIES AND PARTNERS' EQUITY
ACCOUNTS PAYABLE AND ACCRUED
EXPENSES $ 628 $ 128,158
TOTAL LIABILITIES 628 128,158
PARTNERS' EQUITY:
Limited Partners (1,800
units outstanding) 22,062 704
General Partner 100 100
Total partners' equity 22,162 804
Total Liabilities &
Partners' Equity $ 22,790 $ 128,962
=========== ===========
<FN>
See accompanying notes to financial statements.
4
HICKORY HILLS, LTD.
(A Limited Partnership)
STATEMENTS OF OPERATIONS
(Unaudited)
THREE MONTHS ENDED SIX MONTHS ENDED
June 30,
-------------------------------------
1999 1998 1999 1998
REVENUE:
Land Sales
Sales of Land &
Improvements $ - - - 432,650
Cost of Land
& Improvements Sold - - - (399,049)
Selling Expenses - - - (43,900)
Loss on Sale
of Land - - - (10,299)
Interest Income 1,022 1,137 2,595 6,885
Miscellaneous Income 49,199 - 49,294 -
Total Revenue 50,221 1,137 51,889 (3,414)
EXPENSES:
Management Fees - 750 - 1,500
Legal & Accounting Fees 9,710 4,282 12,110 11,993
Administrative Expenses 2,430 2,354 3,035 5,309
Other Expense 15,386 - 15,386 22,322
Interest Expense - 87,317 - 174,634
Total Expenses 27,526 94,703 30,531 215,758
NET INCOME(LOSS) $ 22,695 (93,566) 21,358 (219,172)
Net Income(loss) per limited
partner unit $ 12.61 (51.98) 11.86 (121.76)
<FN>
See accompanying notes to financial statements
5
HICKORY HILLS, LTD.
(A Limited Partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Year-to-date
JUNE 30,
__________________________
1999 1998
Cash Flows from
Operating Activities:
Net Income (Loss) $ 21,358 $
(219,172)
Adjustments to reconcile
Net Income (Loss) to Net Cash
used in Operating Activities:
(Increase) decrease in
Restricted Cash 24,813 (2,876)
Cost of Sales of Land &
Improvements - 399,049
Cost of Land & Improvements
Held for Investment - (37,970)
Decrease in Accrued
Interest Payable - (200,366)
Decrease in Other Assets 280 -
Decrease in accounts payable
and accrued Expenses (127,530) (7,647)
Net Cash used in
Operating Activities (81,079) (68,982)
Net decrease in Cash (81,079) (68,982)
CASH AT JANUARY 1, 103,869 180,308
CASH AT JUNE 30, $ 22,790 $ 111,326
========= ========
Supplemental Disclosures of
Cash Flow Information:
Cash paid during the year
for interest $ - $ 375,000
======== =========
<FN> See accompanying notes to financial statements.
6
HICKORY HILLS, LTD.
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For the Three and Six Months Ended June 30, 1999 and 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, 1998. 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, 1999 may not be indicative of the
results that may be expected for the year ending December
31,1999.
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:
1999 1998
---- ----
Management Fees $ - 1,500
Real Estate Brokerage Commission - 16,556
Accounting Fees 1,800 1,300
C. COMPREHENSIVE INCOME
During the six month periods ended June 30, 1999 and 1998, the
Partnership had no components of other comprehensive income.
Accordingly, comprehensive income for each of the periods was
the same as net income (loss).
D. FORECLOSURE
On December 31, 1998, the Hickory Lenders, Ltd. began the
process of foreclosing on the debt to the Partnership after
the note matured and payment was not made. Due to the
foreclosure, the Financial Statements included herein, as of
December 31, 1998, reflect the transfer of property to the
Lender. Foreclosure proceedings were finalized on June 29,
1999. The General Partner intends to dissolve the Partnership
during 1999.
7
Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
At December 31, 1998, the Registrant was involved in
foreclosure proceedings for failure to make debt payments.
The Registrant finalized this process on June 29, 1999. All
cash held will go to the Lender after current expenses are
paid. As the Registrant was currently involved in foreclosure
proceedings at December 31, 1998, the Registrant's Financial
Statement included herein reflects the foreclosure as having
taken place on December 31, 1998 and the properties
effectively transferred to the Lender in settlement of
borrowings. The General Partner plans to dissolve the
partnership during 1999.
Due to the foreclosure, the Registrant is operating with a
minimal amount of activity. The miscellaneous income is a
result of foreclosure activity.
FINANCIAL CONDITION
LIQUIDITY
As of June 30, 1999 the Registrant had approximately $22,790
in cash reserves. These funds are expected to be sufficient
through the completion of the foreclosure then all remaining
cash will go to the Lender.
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 Plan is addressing the issue of
computer programs and embedded computer chips being unable to
distinguish between the year 1900 and the year 2000, if a
program or chip uses only two digits rather than four to
define the applicable year. The Partnership has divided the
Plan into five major phases-assessment, planning, conversion,
implementation and testing. After completing the assessment
and planning phases earlier year, the Partnership is currently
in the conversion, implementation, and testing phases.
Systems which have been determined not to be Year 2000
compliant are being either replaced or reprogrammed, and
thereafter tested for Year 2000 compliance. The Plan
anticipates that by mid-1999 the conversion, implementation
and testing phases will be completed. Management believes
that the total remediation costs for the Plan will not be
material to the operations or liquidity of the Partnership.
The Partnership is in the process of identifying and
contacting critical suppliers and other vendors whose
computerized systems interface with the Partnership's systems,
regarding their plans and progress in addressing their Year
2000 issues. The Partnership has received varying information
from such third parties on the state of compliance or expected
compliance. Contingency plans are being developed in the
event that any critical supplier or customer is not compliant.
The failure to correct a material Year 2000 problem could
result in an interruption in, or failure of, certain normal
business activities or operations. Such failures could
materially and adversely affect the Partnership's operations,
liquidity and financial condition. Due to the general
uncertainty inherent in the Year 2000 problem, resulting in
part from the uncertainty of the Year 2000 readiness of third-
party suppliers and customers, the Partnership is unable to
determine at this time whether the consequences of Year 2000
failures will have a material impact on the Partnership's
operations, liquidity or financial condition.
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 13, 1999 By:/s/ Steven D. Ezell
President
Date: August 13, 1999 By:/s/ Michael A. Hartley
Secretary/Treasurer