UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended
December 31, 2001
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 incorporation or organization) | (I.R.S. Employer Identification Number) |
One Belle Meade Place | 37205 |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: | (615) 292-1040 |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Name of each |
None | None |
Securities registered pursuant to Section 12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class)
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
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy of information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
The aggregate sales price of the Units of Limited Partnership Interest to non-affiliates was $4,200,000 as of December 3, 1987. This does not reflect market value, but is the price at which these Units of Limited Partnership Interest were sold to the public. There is no current market for these Units.
DOCUMENTS INCORPORATED BY REFERENCE
Documents Incorporated by Reference in Part IV:
Prospectus of Registrant, dated December 3, 1987, as filed pursuant to Rule 424(b) of the Securities and Exchange Commission.
PART I
Item 1. Business
Hickory Lenders, Ltd. ("Registrant"), is a Tennessee limited partnership organized on September 15, 1987 pursuant to the provisions of the Tennessee Uniform Limited Partnership Act, Chapter 2, Title 61, Tennessee Code Annotated, as amended. The General Partner of Registrant is 222 Hickory, Ltd.
Prior to December 31, 1998, Registrant's primary business was to lend monies to Hickory Hills, Ltd. which owned and operated two real estate projects. The General Partner determined that the value of the underlying collateral could not result in full payment of the debt and accrued interest. On December 31, 1998, the Registrant began the process of foreclosing on the debt to Hickory Hills, Ltd, after the note matured and payment was not made. The foreclosure process was completed on June 29, 1999.
The Registrant's primary business now is to dispose of certain undeveloped real properties located in Nashville, Davidson county, Tennessee and Hendersonville, Sumner County, Tennessee ("the Properties"). The Registrant intends to market the property in a manner that would result in sales without incurring potential losses.
Financial Information about Industry Segments
The Registrant's activity is within one industry segment and geographical area. Therefore, financial data relating to the industry segment and geographical area is included in Item 6 - Selected Financial Data.
The Properties acquired in foreclosure consist of approximately 155 acres in Nashville, Davidson County, Tennessee ("the Nashville Property") and 3 lots in a residential subdivision in Hendersonville, Sumner County, Tennessee on Old Hickory Lake ("the Hendersonville Property"). The Nashville property is partially developed. The Nashville Property is expected to be sold for use as industrial/office distribution and residential property.
Nashville Property
There is a significant amount of competition for the industrial/office distribution property in northern Davidson County near the airport and along Brick Church Pike, south of the Property. As competitive sites nearer the City is absorbed, the Registrant's site should experience more activity. The Registrant's prices are comparable to its competition.
Hendersonville Property
There is currently a limited amount of competition surrounding the Harbortowne Development. The Property is located one mile to the east of Highway 31-E by-pass that provides excellent access to downtown Nashville. The development offers landscaped yards, gas heat, and other amenities such as a swimming pool, tennis courts, and clubhouse. There are several developments in Hendersonville and Nashville, which serve as competition for these lots.
The Registrant has no employees. Administrative services are being provided under a contractual agreement with Landmark Realty Services Corporation, an affiliate of the General Partner.
Item 2. Properties
As of December 31, 2001, Registrant owned two parcels of land in Tennessee, composed of 155 acres in Nashville and three residential lots in Hendersonville. See Item 1 above for a more detailed description.
Item 3. Legal Proceedings
Registrant is not a party to, nor is any of Registrant's property the subject of, any legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
The security holders of the Registrant did not vote on any matter during the fiscal year covered by this report.
PART II
Item 5. Market for Registrant's Units of Limited Partnership Interest and Related Security Holder Matters
There is no established market for the Units and it is not anticipated that any will exist in the future. The Registrant commenced a 4,200-unit offering of Limited Partnership Interest to the public on December 3, 1987. The Limited Partnership units were $1,000 per Unit. The offering of $4,200,000 was fully subscribed and closed on August 31, 1988. As of January 31, 2002, there were 359 holders of record of the Units of Limited Partnership Interests.
Distributions of $210,000 were made to limited partner unit holders during 2000. There were no material restrictions upon Registrant's present or future ability to make distributions following the provisions of Registrant's Limited Partnership Agreement.
Item 6. Selected Financial Data
For the Year Ended
December 31,
2001 | 2000 | 1999 | 1998 | 1997 | |
Total Revenue | $45,179 | $135,009 | 6,492 | 5,067 | 5,269 |
Net Income (Loss) | (33,821) | 54,158 | (48,152) | (19,090) | (35,478) |
Net income(loss) per limited partner unit | (8.05) | 12.39 | (11.46) | (6.03) | (10.06) |
Distributions per limited partner unit | - | 50 | -- | 150 | 160 |
Total assets | $1,352,611 | 1,387,460 | 1,537,357 | 1,501,015 | 2,156,342 |
Note receivable affiliate | - | -- | - | - | 1,833,601 |
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation
Sales
During 2001, the Registrant sold one lot from the Hendersonville Property. The proceeds were retained to meet the operational needs of the partnership.
Operations
The operations of the Partnership for 2001 and 2000 are comparable. The operations for the year 1999 do not include a full year of property expenses because the foreclosure and acquisition of the Property took place in June of that year.
Financial Condition and Liquidity
At February 28, 2002, the Partnership had unrestricted cash of $38,991 and liabilities to non-affiliated entities of $91,532. The cash is insufficient to fund ongoing operations. The Partnership owns assets with a carrying value of $1,352,611 and has total liabilities of $91,532 as of December 31, 2001. If funds are not sufficient to meet operational expenses in 2002, the General Partner will defer the collection of fees for certain affiliated expenses and will provide advances until cash becomes available.
Critical Accounting Policies
As discussed in Note 1 to the financial statements, land and improvements held for sale is reported at the lower of carrying value or estimated fair value less estimated costs to sell (Fair Value). To determine the Fair Value, management estimates the future discounted net cash flows using a discount rate commensurate with the risk associated with the property. If this land is considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the Fair Value. Inherent in the calculation of future discounted net cash flows are certain significant management judgments and estimates including, among others, liquidation period, discount rate, selling price, and costs to sell, which significantly impact the Fair Value. Based upon management's analysis of the Partnership's land and improvements held for sale, no impairment charge was necessary at December 31, 2001.
Contractual Obligations and Commitments
At December 31, 2001, the Partnership has no capital lease obligations, operating leases, unconditional purchase obligations or other long term obligations. The Partnership does not enter into derivative transactions. Further, the Partnership does have no lines of credit, guarantees, or other commercial commitments. At December 31, 2001 and 2000, the Partnership has restricted cash balances of $104,930 and $107,267, respectively, to be used to fund property improvements, consisting of utility work. This restricted cash secures a letter of credit in the same amount to ensure that the required developments are completed. The Partnership may however borrow from the General Partner in order to meet cash flow needs and may have amounts payable to the General Partner for management fees or other services. At December 31, 2001, the Partnership had no borrowings from the General Partner. Transactions with the General Partner and affiliates are discussed in footnote 2 to th e financial statements.
Recently Issued Accounting Standards
In August 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards Number 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS No. 144). SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets. This Statement requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flowsexpected tobe generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. SFAS No. 144 requires companies to separ ately report discontinued operations and extends that reporting to a component of an entity that either has been disposed of (by sale abandonment or in a distribution to owners) or is classified as held for sale. Assets to be disposed of are reported at the lower of the carrying amount or fair value less selling costs. The Partnership is required to adopt SFAS No. 144 on January 1, 2002. The Partnership does not anticipate that the adoption of SFAS No. 144 will have a significant impact on the financial condition or results of operations.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
The Registrant has no market risk exposures defined by Item 305 of Regulation S-K of the Securities Exchange Act of 1934.
Item 8. Financial Statements and Supplementary Data
The Financial Statements required by Item 8 are filed at the end of this report.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None
PART III
Item 10. Directors and Executive Officers of the Registrant
Registrant does not have any directors or officers. 222 Hickory, Ltd. is the General Partner. 222 Partners, Inc. is the general partner of the General Partner and, as such, has general responsibility and ultimate authority in matters affecting the Registrant's business.
222 Partners, Inc.
222 Partners, Inc. was formed in September 1986 and serves as general partner for several other real estate investment limited partnerships. The directors of 222 Partners, Inc. are W. Gerald Ezell, Steven D. Ezell, and Michael A. Hartley.
W. Gerald Ezell
W. Gerald Ezell, age 71, is a director of 222 Partners, Inc. Until November 1985, Mr. Ezell had been for over 20 years an agency manager for Fidelity Mutual Life Insurance Company and a registered securities principal of Capital Analysts Incorporated, a wholly owned subsidiary of Fidelity Mutual Life Insurance Company.
Steven D. Ezell
Steven D. Ezell, age 49, is the President and sole shareholder of 222 Partners, Inc. He has been an officer of 222 Partners Inc. from September 17, 1986 through the current period. Mr. Ezell is President and 50% owner of Landmark Realty Services Corporation. He was for the prior four years involved in property acquisitions for Dean Witter Realty Inc. in New York City, most recently as Senior Vice President. Steven D. Ezell is the son of W. Gerald Ezell.
Michael A. Hartley
Michael A. Hartley, age 42, serves as Secretary/Treasurer and Vice President of 222 Partners, Inc. He has been an officer of 222 Partners, Inc. from September 17, 1986 through the current period. He is Vice President and 50% owner of Landmark Realty Services Corporation. Prior to joining Landmark, Mr. Hartley was Vice President of Dean Witter Realty Inc., a New York-based real estate investment firm.
Item 11. Executive Compensation
During 2001, Registrant was not required to and did not pay remuneration to any executives, partners of the General Partner or any affiliates, except as set forth in Item 13 of this report, "Certain Relationships and Related Transactions."
Item 12. Security Ownership of Certain Beneficial Owners and Management
As of January 31, 2002 no person or "group" (as that term is used in Section 3 (d) (3) of the Securities Exchange Act of 1934) was known by the Registrant to beneficially own more than five percent of the Units of Registrant. As of the above date, the Registrant knew of no officers or directors of 222 Partners, Inc. that beneficially owned any of the units of the Registrant. There are no arrangements known by the Registrant, the operation of which may, at a subsequent date, result in a change in control of the Registrant.
Item 13. Certain Relationships and Related Transactions
No affiliated entities have, for the year ending December 31, 2001, earned compensation for services from the Registrant in excess of $60,000. For a listing of miscellaneous transactions with affiliates that were less than $60,000, refer to Note 2 of the notes to Financial Statements in Item 8.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) | (1)Financial Statements | Page Number | |
Independent Auditors' Report | F-1 | ||
Financial Statements | |||
Balance Sheets | F-2 | ||
Statements of Operations | F-3 | ||
Statements of Partners' Equity | F-4 | ||
Statements of Cash Flows | F-5 | ||
Notes to Financial Statements | F-6 | ||
(3) Exhibits | |||
3 | Amended and Restated Certificate and Agreement of Limited Partnership, incorporated by reference to Exhibit A1 to the Prospectus of Registrant dated December 3, 1987 filed pursuant to Rule 424(b) of the Securities and Exchange Commission. | ||
22 | Subsidiaries - Registrant has no subsidiaries | ||
(b) | No reports on Form 8-K have been filed during the last quarter of 2001. | ||
The Partners
Hickory Lenders, Ltd.:
We have audited the accompanying balance sheets of Hickory Lenders, Ltd. (a limited partnership) as of December 31, 2001 and 2000, and the related statements of operations, partners' equity, and cash flows for each of the years in the three-year period ended December 31, 2001. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Hickory Lenders, Ltd. at December 31, 2001 and 2000, and the results of its operations and its cash flows for each of the years in the three- year period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America.
KPMG LLP
Nashville, Tennessee
February 1, 2002
F-1
HICKORY LENDERS, LTD.
(A Limited Partnership)
Balance Sheets
December 31, 2001 and 2000
Assets | 2001 | 2000 |
Cash | $67,067 | $104,454 |
Land and Improvements held for sale | 1,180,614 | 1,175,739 |
Restricted Cash | 104,930 | 107,267 |
Total Assets | $1,352,611 | $1,387,460 |
Liabilities and Partners' Equity | ||
Accounts Payable | $65,530 | $67,692 |
Property Taxes Payable | 26,002 | 24,868 |
Total Liabilities | 91,532 | 92,560 |
Partners' Equity | ||
Limited Partners (4,200 units outstanding) | 1,261,079 | 1,294,900 |
General Partner | -- | -- |
Commitments and contingencies | ||
Total liabilities and partners' equity | $1,352,611 | $1,387,460 |
See accompanying notes to financial statements.
F-2
HICKORY LENDERS, LTD.
(A Limited Partnership)
Statements of Operations
Years ended December 31, 2001, 2000 and 1999
2001 | 2000 | 1999 | |
Revenue: | |||
Sale of land and improvements | $72,000 | $331,700 | $-- |
Cost of land and improvements sold | (22,605) | (161,657) | -- |
Selling expenses | (8,711) | (44,623) | -- |
Gain on sale of land and improvements | 40,684 | 125,420 | -- |
Interest income | 4,495 | 9,589 | 6,492 |
Total Revenue | 45,179 | 135,009 | 6,492 |
Expenses: | |||
Management fee | 7,000 | 7,000 | 7,000 |
Legal and accounting fees | 24,161 | 30,673 | 19,674 |
General and administrative | 8,952 | 10,346 | 396 |
Ground maintenance | 9,156 | 1,684 | 2,289 |
Property taxes | 26,495 | 27,516 | 25,280 |
State taxes | 3,236 | 3,632 | -- |
Total expenses | 79,000 | 80,851 | 54,644 |
Net Income (Loss) | $(33,821) | $54,158 | $(48,152) |
Net income (loss) allocated to: | |||
Limited partners | $(33,821) | $52,037 | $(48,152) |
General partner | - | 2,121 | - |
Net income (loss) per limited partner unit | $(8.05) | $12.39 | $(11.46) |
Weighted average units outstanding | 4,200 | 4,200 | 4,200 |
See accompanying notes to financial statements.
F-3
HICKORY LENDERS, LTD.
(A Limited Partnership)
Statements of Partners' Equity
Years ended December 31, 2001, 2000 and 1999
Limited | General | |||
Partners | Partner | |||
Units | Amount | Amount | Total | |
Balance at December 31, 1998 | 4,200 | $1,501,015 | - | $1,501,015 |
Net loss | (48,152) | - | (48,152) | |
Balance at December 31, 1999 | 4,200 | 1,452,863 | - | 1,452,863 |
Net income | 52,037 | 2,121 | 54,158 | |
Distributions | (210,000) | (2,121) | (212,121) | |
Balance at December 31, 2000 | 4,200 | 1,294,900 | -- | 1,294,900 |
Net income | (33,821) | - | (33,821) | |
Balance at December 31, 2001 | 4,200 | $1,261,079 | - | $1,261,079 |
See accompanying notes to financial statements.
F-4
HICKORY LENDERS, LTD.
(A Limited Partnership)
Statements of Cash Flows
Years ended December 31, 2001, 2000 and 1999
2001 | 2000 | 1999 | |
Cash flows from operating activities: | |||
Net (loss) income | $(33,821) | $54,158 | $(48,152) |
Adjustments to reconcile net (loss) income to net cash (used) provided by operating activities: | |||
Additions to land and improvements held for sale | (27,480) | (25,092) | (3,703) |
Cost of land and improvements sold | 22,605 | 161,657 | - |
Decrease (increase) in restricted cash | 2,337 | 80,805 | (188,072) |
(Decrease) increase in accounts payable | (2,162) | 5,919 | 61,773 |
Increase in property taxes payable | 1,134 | 2,147 | 22,721 |
Net cash (used) provided by operating activities | (37,387) | 279,594 | (155,433) |
Cash flows from financing activities: | |||
Distributions | - | (212,121) | - |
Net cash used in financing activities | - | (212,121) | - |
Net (decrease) increase in cash | (37,387) | 67,473 | (155,433) |
Cash at beginning of year | 104,454 | 36,981 | 192,414 |
Cash at end of year | $67,067 | $104,454 | $36,981 |
Supplemental disclosure of cash flows information: | |||
Cash paid during the year for state income taxes | $3,236 | $3,632 | $-- |
See accompanying notes to financial statements.
F-5
HICKORY LENDERS, LTD.
(A Limited Partnership)
Notes to Financial Statements
December 31, 2001 and 2000
F-6
HICKORY LENDERS, LTD.
(A Limited Partnership)
Notes to Financial Statements
F-7
HICKORY LENDERS, LTD.
(A Limited Partnership)
Notes to Financial Statements
2001 | 2000 | 1999 | |
Management fee | $7,000 | $7,000 | $7,000 |
Accounting fees | $10,200 | $9,304 | $2,600 |
2001 | 2000 | |
Land | $521,042 | $531,256 |
Land improvements | 659,572 | 644,483 |
Total | $1,180,614 | $1,175,739 |
The aggregate cost of land and improvements held for sale for Federal income tax purposes was $ 2,013,976 at December 31, 2001.
F-8
HICKORY LENDERS, LTD.
(A Limited Partnership)
Notes to Financial Statements
F-9
The Partners
Hickory Lenders, L.P.:
Under date of February 1, 2002, we reported on the balance sheets of Hickory Lenders, L.P. as of December 31, 2001 and 2000, and the related statements of operations, partners' equity, and cash flows for each of the years in the three-year period ended December 31, 2001. The financial statements and our report thereon are included elsewhere herein. In connection with our audits of the aforementioned financial statements, we have also audited the related financial statement Schedule III, Real Estate and Accumulated Depreciation. This financial statement schedule is the responsibility of the Partnership's management. Our responsibility is to express an opinion on this financial statement schedule based on our audits.
In our opinion, such financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
KPMG LLP
Nashville, Tennessee
February 1, 2002
S-1
HICKORY LENDERS, LTD.
(A Limited Partnership)
Real Estate and Accumulated Depreciation
December 31, 2001
Initial Cost to Partnership | Cost capitalized subsequent to acquisition | Gross amount at which carried at close of period | |||||||||
Description | Encumbrances | Land | Buildings and improvements | Improvements | Carrying costs | Land | Buildings and improvements | Total | Accumulated depreciation | Date of construction | Date acquired |
3 lots in a residential subdivision in Hendersonville, Sumner County, Tennessee | - | $37,846 | -- | 52,572 | -- | 37,846 | 52,572 | $90,418 | -- | -- | 6/29/99 |
155 acres in Nashville, Davidson County, Tennessee | $1,090,196 | -- | -- | -- | 1,090,196 | -- | $1,090,196 | -- | -- | 6/29/99 | |
Total | - | $1,180,614 | -- | 52,572 | -- | 1,128,042 | 52,572 | $1,180,614 | |||
S-2
HICKORY LENDERS, LTD.
(A Limited Partnership)
Schedule III
Real Estate and Accumulated Depreciation
December 31, 2001 and 2000
(Continued)
2001 | 2000 | |||||
(1) Balance at beginning of Period | $1,175,739 | $1,312,304 | ||||
Additions during period: | ||||||
Improvements | 27,480 | 25,092 | ||||
Deductions during period: | ||||||
Cost of real estate Sold | 22,605 | 161,657 | ||||
Balance at close of Period | $1,180,614 | $1,175,739 | ||||
(2) Aggregate cost for Federal income tax Purposes | $2,013,577 | $2,247,461 | ||||
See accompanying independent auditors' report.
Exhibits filed pursuant to Item 14(a) (3):
HICKORY LENDERS, LTD.
(A Tennessee Limited Partnership)
Exhibit
3 Amended and Restated Certificate and Agreement of Limited Partnership, incorporated by reference to Exhibit A1 to the Prospectus of Registrant dated December 3, 1987 filed pursuant to Rule 424(b) of the Securities and Exchange Commission.
22 Subsidiaries-Registrant has no subsidiaries.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused his 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: March 27, 2002 | By: /s/Steven D. Ezell | ||
President and Director | |||
DATE: March 27, 2002 | By: /s/Michael A. Hartley | ||
Vice-President and Director | |||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
HICKORY LENDERS, LTD. | |||
By: 222 Hickory, Ltd. | |||
General Partner | |||
By: 222 Partners, Inc. | |||
General Partner | |||
DATE: March 27, 2002 | By: /s/Steven D. Ezell | ||
President and Director | |||
DATE: March 27, 2002 | By: /s/Michael A. Hartley | ||
Vice-President and Director | |||
Supplemental Information to be Furnished with Reports filed Pursuant to Section 15(d) of the Act by Registrant Which Have Not Registered Securities Pursuant to Section 12 of the Act:
No annual report or proxy material has been sent to security holders.
