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, 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 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) 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 and Nine Months Ended September 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 LENDERS, LTD. (A Limited Partnership) BALANCE SHEETS (Unaudited) September 30, 1999 December 31, 1998 ------------- ------------- ASSETS CASH $ 42,480 $ 192,414 RESTRICTED CASH 183,838 - LAND IMPROVEMENTS HELD FOR INVESTMENTS 1,312,304 1,308,601 Total Assets $ 1,538,622 $ 1,501,015 ========== ========== LIABILITIES & PARTNERS' EQUITY LIABILITIES: Accounts Payable $ 84,280 $ - PARTNERS' EQUITY: Limited partners (4,200 units outstanding) 1,454,342 1,501,015 General partner - - Total Partners' equity 1,454,342 1,501,015 Total Liabilities & Partners' Equity $ 1,538,622 $ 1,501,015 ========== ========== <FN> See notes to financial statements. 4 HICKORY LENDERS, LTD. (A Limited Partnership) STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Nine Months Ended SEPTEMBER 30, _________________ 1999 1998 1999 1998 ____ ____ ____ ____ REVENUE: Interest $ $ - $ - $ 2,880 EXPENSES: Property Taxes 25,280 - 25,280 - Legal & Accounting Fees 3,822 400 16,047 11,872 General & Admin. Expenses 96 - 96 - Mortgage Servicing Fee 1,750 1,750 5,250 5,250 Total Expenses 30,948 2,150 46,673 17,122 NET LOSS $ (30,948) $(2,150) (46,673) $(14,242) Net Loss per limited partner unit $ (7.37) (0.51) (11.11) (3.39) <FN> See notes to financial statements 5 HICKORY LENDERS, LTD. (A Limited Partnership) STATEMENTS OF CASH FLOWS (Unaudited) Year-to-date SEPTEMBER 30, __________________________ 1999 1998 ____ ____ Cash Flows from Operating Activities: Net Loss $ (46,673) $(14,242) Adjustments to reconcile Net Loss to Net Cash used in Operating Activities: Increase in Land Held for Investment (3,703) - Increase in Accounts Payable 84,280 Increase in Restricted Cash (183,838) - Net Cash used in Operating Activities (149,934) (14,242) Cash Flows from Financing Activities: Distribution to Partners - (636,237) Payments Received on Notes Receivable applied to Principal - 375,000 Net Cash used in Financing Activities - (261,237) Net Decrease in Cash (149,934) (275,479) CASH AT JANUARY 1, 192,414 322,741 CASH AT SEPTEMBER 30, $ 42,480 $ 47,262 ========= ======== <FN> See notes to financial statements. 6 HICKORY LENDERS, LTD. (A Limited Partnership) NOTES TO FINANCIAL STATEMENTS For the Three and Nine Months Ended September 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 nine month period ended September 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 nine months were as follows: 1999 1998 Mortgage Servicing Fee $ 5,250 $ 5,250 Accounting Fees $ 2,200 $ 2,100 C. COMPREHENSIVE INCOME During the three and nine month periods ended September 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 loss. 7 Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS FOR THE QUARTER ENDED SEPTEMBER 30, 1999. The Partnership's primary business was to lend monies to Hickory Hills, Ltd. On December 31, 1998, the Partnership began the process of foreclosing on the debt to Hickory Hills, Ltd. after the note matured and payment was not made. The General Partner determined that the value of the underlying collateral could not result in full payment of the principal and accrued interest. The Financial Statements included herein, as of December 31, 1998, reflect the transfer of property to the Lender. Foreclosure proceedings were completed on June 29, 1999. The Registrant's primary business is now to develop and dispose of certain undeveloped real properties located in Nashville, Davidson County, Tennessee and Hendersonville, Sumner County, Tennessee (the "Properties"). The general partner and its affiliates have been actively involved in managing the Partnership, and the Property. Although comparative amounts for property expenses are not included for the nine months ended September 30, 1998, the General Partner has compared the current Hickory Lenders, Ltd. property expenses to the prior years Hickory Hills, Ltd. property expenses. Overall operations of the Property have not fluctuated significantly from the prior years. FINANCIAL CONDITION LIQUIDITY At October 31, 1999, the Registrant had approximately $ 40,260 in cash reserves. The Registrant also has $180,386 in escrowed funds reserved for development. These funds are expected to be sufficient to fund operations through 1999. 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. Contingency plans are being developed in the event that any system 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 LENDERS, LTD. By: 222 HICKORY, LTD. General Partner By: 222 PARTNERS, INC. General Partner Date: November 11, 1999 By:/s/ Steven D. Ezell President Date: November 11, 1999 By:/s/ Michael A. Hartley Secretary/Treasurer