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/A (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, 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) 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 filedall reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (orfor such shorter period that the Registrant was required to filesuch reports),and (2) has been subject to such filing requirementsfor 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 Nine Months Ended September 30, 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) September 30, December 31, 1996 1995 ------------- ------------ ASSETS CASH $ 149,321 $ 259,074 ESCROW DEPOSITS - Restricted 330,799 336,112 LAND & IMPROVEMENTS HELD FOR INVESTMENT 2,654,777 2,740,975 OTHER ASSETS 280 21,293 Total Assets $ 3,135,177 $ 3,357,454 ============ =========== LIABILITIES AND PARTNERS' EQUITY ACCRUED INTEREST PAYABLE $ 1,388,350 $ 1,526,399 ACCRUED PROPERTY TAXES - 9,855 NOTE PAYABLE TO AFFILIATE 3,454,300 3,454,300 OTHER ACCRUED EXPENSES 51,600 47,100 PARTNERS' DEFICIT (1,759,073) (1,680,200) Total Liabilities & Partners' Deficit $ 3,135,177 3,357,454 =========== =========== <FN> See notes to financial statements. /TABLE 4 HICKORY HILLS, LTD. (A Limited Partnership) STATEMENTS OF OPERATIONS (Unaudited) Quarter Ending Year to Date Ending September 30, 1996 1995 1996 1995 ------- ------- ------- ------- REVENUE: Land Sales Sale Proceeds $ 415,000 583,510 780,500 759,010 Cost of Land Sold (260,211) (422,044) (515,570)(555,773) Closing Costs (24,405) (47,422) (51,118) (59,207) Gain(Loss) on Sale of Land 130,384 114,044 213,812 144,030 Interest Income 2,067 3,733 15,011 13,548 Total Revenue 132,451 117,777 228,823 157,578 EXPENSES: Management Fees 750 750 2,250 2,250 Legal & Accounting Fees 300 1,248 13,282 12,641 General & Admin. Expenses 851 3,548 6,031 8,588 Land Maint. Fees 8,395 4,802 24,182 18,300 Interest Expense 87,317 88,276 261,951 261,951 Total Expenses 97,613 98,624 307,696 303,730 NET INCOME (LOSS) 34,838 19,153 (78,873)(146,152) <FN> See notes to financial statements 5 HICKORY HILLS, LTD. (A Limited Partnership) STATEMENTS OF CASH FLOWS (Unaudited) Year-to-date SEPTEMBER 30, -------------- 1996 1995 Cash Flows from Operating Activities: Net Income (78,873) (146,152) Adjustments to reconcile Net Income to Net Cash used in Operating Activities: Interest Payments made on Note Payable (400,000) (210,000) Increase in Accrued Interest Payable 261,951 261,951 Change in Accrued Property Taxes (9,855) (35,441) Change in Other Assets 21,013 185 Gain on Sale of Land (213,812) (144,030) Increase in Accrued Expenses 4,500 13,851 Change in Escrow Deposits 5,313 - Total Adjustments (330,890) (113,484) Net Cash used in Operating Activities (409,763) (259,636) Cash Flows from Investing Activities: Net Sale Proceeds 729,382 699,803 Land Improvements (429,372) (177,227) Net Cash provided by Investing Activities 300,010 522,576 Net Increase/(Decrease) in Cash (109,753) 262,940 CASH AT JANUARY 1, 259,074 387,330 CASH AT SEPTEMBER 30, 149,321 $650,270 ======== ======== <FN> See notes to financial statements. 6 HICKORY HILLS, LTD. (A Limited Partnership) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Nine Months Ended September 30, 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 nine month period ended September 30, 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 nine months were as follows: 1996 1995 ________ ________ Management Fees $2,250 2,250 Real Estate Brokerage Commission 23,415 24,314 Accounting Fees 1,600 1,500 7 Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS During the third quarter of 1996, the Registrant sold 13 lots of the Hendersonville Property. Three of these lots sold were lake front lots and sold for $60,000 per lot. The remaining lots sold at $23,500 per lot. The Registrant has 33 lots remaining in the Hendersonville Property. From these sale proceeds, payments of $280,000 were made to the Lender and the remaining proceeds were retained for operating and development. The Registrant made payments on the Lender financing totalling $400,000 for the nine month period ending September 30, 1996. The Registrant has a contract for the sale of three acres of the Nashville Property, which is expected to close in mid-November 1996. There are several contingencies for this sales to close. Therefore, there can be no assurance that the contingencies will be met and that the sales will close. Operating expenses of the Registrant are comparable to the prior year's except for the fluctuation in land maintenance. FINANCIAL CONDITION DEVELOPMENT During the third quarter of 1996, the Registrant completed a significant portion of Phase V of the Hendersonville Property. This development opened up 45 lots of which 13 were sold this quarter. Phase IV and V infrastructure is expected to be complete by the end of 1996. LIQUIDITY As of October 31, 1996, the Registrant had approximately $9,283 in cash reserves and $483,899 in escrow deposits. The shortage of funds in the operating account is temporary. The General Partner expects to close on a the three acre sale of the Nashville Property in mid-November, and funds are expected to be released from escrow as the development on both Properties progresses. The General Partner believes that the current cash balances of the Registrant will provide sufficient liquidity for its operating and development needs. 8 PART II. OTHER INFORMATION Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) 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 Actof 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:November 14, 1996 By:/s/ Steven D. Ezell President Date: November 14, 1996 By:/s/ Michael A. Hartley Secretary/Treasurer