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, 1996 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, 1996 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, 1996 1995 --------- ---------- ASSETS CASH $ 236,837 $ 259,074 RESTRICTED CASH 340,022 336,112 LAND & IMPROVEMENTS HELD FOR INVESTMENT 2,725,156 2,740,975 OTHER ASSETS 280 21,293 Total Assets $3,302,295 $ 3,357,454 ========== ========== LIABILITIES AND PARTNERS' EQUITY Accrued Interest Payable $1,493,716 $1,526,399 Accrued Property Taxes - 9,855 Note Payable to Affiliate 3,454,300 3,454,300 Other Accrued Expenses 54,750 47,100 Partners' Deficit (1,700,471) (1,680,200) Total Liabilities & Partners' Deficit $3,302,295 $ 3,357,454 ========== =========== <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, _____________________ 1996 1995 ____ ____ REVENUE: Land Sales Sale Proceeds $ 365,500 $ 58,500 Cost of Land Sold (258,179) (47,642) Closing Costs (23,893) (3,459) Gain(Loss) on Sale of Land 83,428 7,399 Interest Income 3,910 1,267 Total Revenue $ 87,338 $ 8,666 EXPENSES: Management Fees 750 750 Legal & Accounting Fees 9,377 10,200 General & Admin. Expenses 3,392 1,745 Land Maintenance Fees 6,773 16,029 Interest Expense 87,317 86,358 Total Expenses $ 107,609 $ 115,082 NET LOSS $ (20,271) $ (106,416) <FN> See notes to financial statements 5 HICKORY HILLS, LTD. (A Limited Partnership) STATEMENTS OF CASH FLOWS (Unaudited) Year-to-date MARCH 31, 1996 1995 Cash Flows from Operating Activities: Net Income $ (20,271) $(106,416) Adjustments to reconcile Net Income to Net Cash used in Operating Activities: Interest Payments made on Note Payable (120,000) - Increase in Accrued Interest Payable 87,317 86,358 Change in Accrued Property Taxes (9,855) (35,441) Gain on Sale of Land (83,428) (7,399) Increase in Accrued Exp. 7,650 1,430 Increase in Restricted Cash (3,910) - Decrease in other assets 21,013 - Total Adjustments (101,213) 44,948 Net Cash used in Operating Activities (121,484) (61,468) Cash Flows from Investing Activities: Proceeds from Land Sale 341,607 55,041 Cost of Land Improvements (242,360) (16,914) Net Cash provided by Investing Activities 99,247 38,127 Net Decrease in Cash and Cash Equivalents (22,237) (23,341) CASH AT JANUARY 1, 259,074 387,330 CASH AT MARCH 31, $ 236,837 $ 363,989 ======== ======== <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, 1996 (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, 1995. 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, 1996 may not be indicative of the results that may be expected for the year ending December 31, 1996. 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: 1996 1995 ________ ________ Management Fees $ 750 $ 750 Real Estate Brokerage Commission 10,965 1,755 Accounting Fees 300 300 7 Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 1996. During the first quarter of 1996, the Registrant sold 17 lots at the Hendersonville Property for $21,500 per lot. 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 with the exception of Land Maintenance Fees. In 1995, the Registrant made a $8,950 association dues payment covering two years. Therefore there is no association dues expense for 1996. FINANCIAL CONDITION DEVELOPMENT Phase IV development of the Hendersonville Property began in 1995. The development is expected to cost approximately $275,000 and will open up an additional 31 lots. $266,000 has been spent to date. Phase V of the Hendersonville Property development, the final phase, began during this quarter. It is expected to have a total cost of $300,000 and should open up 45 lots. The development in both phase IV and V includes road and utility work. With the completion of Phase V, all development will be complete and roads will extend from Rockland Road through the Property to Old Hickory Lake. LIQUIDITY As of April 30, 1996 the Registrant had approximately $153,485 in cash reserves. These funds are expected to be sufficient through 1996. 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 1996. (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 13, 1996 By:/s/ Steven D. Ezell ___________________ President Date: May 13, 1996 By:/s/ Michael A. Hartley ______________________ Secretary/Treasurer