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, 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) (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 Six Months Ended June 30, 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) June 30, December 31, 1995 1994 ------------- ------------- ASSETS CASH $ 466,518 $ 387,330 LAND & IMPROVEMENTS HELD FOR INVESTMENT 3,097,054 3,204,826 OTHER ASSETS 6,080 465 Total Assets $3,569,652 $ 3,592,621 ========== ========== LIABILITIES AND PARTNERS' EQUITY ACCRUED INTEREST PAYABLE $ 1,659,846 $ 1,486,171 ACCRUED PROPERTY TAXES - 35,441 NOTE PAYABLE TO AFFILIATE 3,454,300 3,454,300 OTHER ACCRUED EXPENSES 38,502 36,200 PARTNERS' DEFICIT (1,582,996) (1,419,491) Total Liabilities & Partners' Deficit $ 3,569,652 $ 3,592,621 =========== =========== <FN> See notes to financial statements. 4 HICKORY HILLS, LTD. (A Limited Partnership) CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Quarter Ending Year to Date Ending June 30, June 30, ______________ _____________________ 1995 1994 1995 1994 ____ ____ ____ ____ REVENUE: Land Sales Sale Proceeds $117,000 $436,000 $175,500 $693,500 Cost of Land Sold (86,087) (377,092) (133,729) (632,440) Closing Costs (6,526) (24,044) (9,985) (42,573) Gain(Loss) on Sale of Land 24,387 34,864 31,786 18,487 Interest Income 8,548 5,759 9,815 6,369 Miscellaneous - 1,516 - 1,516 Total Revenue 32,935 42,139 41,601 26,372 EXPENSES: Management Fees 750 750 1,500 1,500 Legal & Accounting Fees 1,193 11,681 11,393 11,981 General & Admin. Expenses 3,294 9,508 5,040 13,516 Land Maint. Fees 3,084 207 13,498 14,003 Interest Expense 87,317 87,317 173,675 173,764 Total Expenses 95,638 109,463 205,106 214,674 NET INCOME (LOSS) $(62,703) $(67,324) $(163,505) $(188,302) <FN> See notes to financial statements 5 HICKORY HILLS, LTD. (A Limited Partnership) CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Year-to-date JUNE 30, __________________________ 1995 1994 ____ ____ Cash Flows from Operating Activities: Net Income $(163,505) $(188,302) Adjustments to reconcile Net Income to Net Cash used in Operating Activities: Interest Payments made on Note Payable - (275,000) Increase in Accrued Interest Payable 173,675 173,674 Change in Accrued Property Taxes (35,441) (37,303) (Gain)Loss on Sale of Land (31,786) (18,487) Change in Other Assets (5,615) - Increase in Accrued Expenses 2,302 (19,392) ________ ________ Total Adjustments 103,135 (176,508) Net Cash used in Operating Activities (60,370) (364,810) Cash Flows from Investing Activities: Proceeds from Land Sale 165,515 650,927 Cost of Land Improvements (25,957) (266,257) ________ ________ Net Cash provided by Investing Activities 139,558 384,670 Net Increase/(Decrease) in Cash and Cash Equivalents 79,188 19,860 CASH AT JANUARY 1, 387,330 393,425 CASH AT JUNE 30, $466,518 $413,285 ======== ======== <FN> See notes to financial statements. 6 HICKORY HILLS, LTD. (A Limited Partnership) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Six Months Ended June 30, 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 six month period ended June 30, 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 December 3, 1987. Compensation earned for these services in the first three months were as follows: 1995 1994 ________ ________ Management Fees $ 1,500 1,500 Real Estate Brokerage Commission 5,265 19,380 Accounting Fees 1,200 600 7 Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS FOR THE QUARTER ENDED June 30, 1995. During the first quarter of 1995, the Registant sold three lots. During the second quarter of 1995, the Registrant sold six lots from 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 contract received for the sale of 3.5 acres of the Nashville Property for a price of $140,000 is expected to close during the third quarter. However, there are several contingencies for this sale to close. Therefore, there can be no assurances that the contingencies will be met and that the sale will close. Operating expenses of the Registrant are comparable to the prior year's quarter except for the fluctuation in sales. During the first six months of 1994, 37 lots from the Hendersonville Property and 1.63 acres from the Nashville Property were sold. During the same period in 1995, nine lots from the Hendersonville Property were sold but at a price higher than the 1994 sales price. The reduction in General and Administrative expenses is due to bank charges incurred in 1994 while securing letters of credit necessary for development. These costs were not necessary in 1995. 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 June 30, 1995, the Registrant had approximately $466,518 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 Second 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: August 14, 1995 By:/s/ Steven D. Ezell ___________________ Steven D. Ezell President Date: August 14, 1995 By:/s/ Michael A. Hartley ______________________ Michael A. Hartley Secretary/Treasurer