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, 1995 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) Suite 500, 4400 Harding Road, Nashville, Tennessee 37205 (Former name, former address and former fiscal year, if changed since last report.) 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, 1995 INDEX Financial Statements: Consolidated Balance Sheets 3 Consolidated Statements of Operations 4 Consolidated Statements of Cash Flows 5 Notes to Financial Statements 6 3 HICKORY HILLS, LTD. (A Limited Partnership) CONSOLIDATED BALANCE SHEETS (Unaudited) March 31, December 31, 1995 1994 ------------- ------------- ASSETS CASH $ 363,989 $ 387,330 LAND & IMPROVEMENTS HELD FOR INVESTMENT 3,174,098 3,204,826 OTHER ASSETS 465 465 Total Assets $ 3,538,552 $ 3,592,621 ========== ========== LIABILITIES AND PARTNERS' EQUITY ACCRUED INTEREST PAYABLE $ 1,572,529 $ 1,486,171 ACCRUED PROPERTY TAXES - 35,441 NOTE PAYABLE TO AFFILIATE 3,454,300 3,454,300 OTHER ACCRUED EXPENSES 37,630 36,200 PARTNERS' DEFICIT (1,525,907) (1,419,491) Total Liabilities & Partners' Deficit $3,538,552 $ 3,592,621 ========== =========== <FN> See notes to financial statements. 4 HICKORY HILLS, LTD. (A Limited Partnership) CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Quarter and Year to Date Ending MARCH 31, _____________________ 1995 1994 ____ ____ REVENUE: Land Sales Sale Proceeds $ 58,500 $ 275,500 Cost of Land Sold 47,642 (278,340) Closing Costs 3,459 (18,529) Gain(Loss) on Sale of Land 7,399 (39,369) Interest Income 1,267 610 Total Revenue $ 8,666 $ (38,759) EXPENSES: Management Fees 750 750 Legal & Accounting Fees 10,200 300 General & Admin. Expenses 1,745 4,008 Land Maintenance Fees 16,029 13,795 Interest Expense 86,358 86,357 Total Expenses $ 115,082 $ 105,210 NET INCOME (LOSS) $(106,416) $ (143,698) <FN> See notes to financial statements 5 HICKORY HILLS, LTD. (A Limited Partnership) CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Year-to-date MARCH 31, __________________________ 1995 1994 ____ ____ Cash Flows from Operating Activities: Net Income $(106,416) $(143,968) Adjustments to reconcile Net Income to Net Cash used in Operating Activities: Interest Payments made on Note Payable - (100,000) Increase in Accrued Interest Payable 86,358 86,358 Change in Accrued Property Taxes (35,441) (37,303) (Gain)Loss on Sale of Land (7,399) 36,369 Increase in Accrued Expenses 1,430 (1,053) Total Adjustments 44,948 (12,629) Net Cash used in Operating Activities (61,468) (156,597) Cash Flows from Investing Activities: Proceeds from Land Sale 55,041 238,970 Cost of Land Improvements (16,914) (86,398) Net Cash provided by Investing Activities 38,127 152,572 Net Increase/(Decrease) in Cash and Cash Equivalents (23,341) (4,025) CASH AT JANUARY 1, 387,330 393,425 CASH AT MARCH 31, $ 363,989 $ 389,400 ======== ======== <FN> See notes to financial statements. 6 HICKORY HILLS, LTD. (A Limited Partnership) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended March 31, 1995 (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, 1994. 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, 1995 may not be indicative of the results that may be expected for the year ending December 31, 1995. B.RELATED PARTY TRANSACTIONS The General Partner and its affiliates have been actively involved in managing the Partnership's operations as described in the Prospectus dated April 22, 1986. Compensation earned for these services in the first three months were as follows: 1995 1994 ________ ________ Management Fees $ 750 $ 750 Real Estate Brokerage Commission 1,755 9,150 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, 1995. During the first quarter of 1995, the Registrant sold three lots at the Hendersonville Property for $19,500 per lot. The sale proceeds were retained to cover operating expenses. Lot sales from the Hendersonville Property are progressing at a moderate pace. The Registrant has received a contract for the sale of 3.5 acres of the Nashville Property for a price of $140,000. However, there are several contingencies for these sales to close. Therefore, there can be no assurances that the contingencies will be met and that the sales will close. Operating expenses of the Registrant are comparable to the prior year's quarter except the increase in legal & accounting fees. This increase is due to timing of audit and tax bills. The actual increase in audit and tax preparation fees was minimal. FINANCIAL CONDITION DEVELOPMENT The Registrant began Phase III of the Hendersonville Property development. This development is expected to cost approximately $300,000. It should be complete in the third quarter of 1995 and will make approximately 30 lots available for sale. LIQUIDITY As of March 31, 1995, the Registrant had approximately $363,989 in cash reserves. These funds are expected to be sufficient through 1995. 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 1995 (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 17, 1995 By:/s/ Steven D. Ezell ___________________ Steven D. Ezell President Date: May 17, 1995 By:/s/ Michael A. Hartley ______________________ Michael A. Hartley Secretary/Treasurer