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, 2003
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) |
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 ___
PART I. FINANCIAL INFORMATION
HICKORY LENDERS, LTD.
(A Tennessee Limited Partnership)
FINANCIAL STATEMENTS
For The Six months Ended June 30, 2003 and 2002
(Unaudited)
INDEX
PART I. FINANCIAL INFORMATION |
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Item 1. Financial Statements |
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Balance Sheets as of June 30, 2003 and December 31, 2002 |
3 |
|
Statements of Operations for the three and six months ended June 30, 2003 and 2002 |
4 |
|
Statements of Cash Flows for the six months ended June 30, 2003 and 2002 |
5 |
|
Notes to Financial Statements for the six months ended June 30, 2003 and 2002 |
6 |
|
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |
7 |
|
PART II. OTHER INFORMATION |
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Item 4 Disclosure control and procedures |
8 |
|
Item 6. Exhibits and reports on Form 8-K |
8 |
|
Signatures |
12 |
HICKORY LENDERS, LTD.
(A Limited Partnership)
BALANCE SHEETS
June 30, 2003 |
December 31, 2002 |
|
ASSETS |
||
Cash |
$36,209 |
$78,414 |
Restricted cash |
105,972 |
105,801 |
Land and improvements held for sale |
557,863 |
557,863 |
Total Assets |
700,044 |
742,078 |
LIABILITIES AND PARTNERS' EQUITY |
||
Accounts payable |
12,795 |
6,295 |
Property tax payable |
10,397 |
19,838 |
Due to affiliate |
4,964 |
10,040 |
Impact fee payable |
59,000 |
59,000 |
Franchise and excise payable |
1,319 |
3,235 |
Total Liabilities |
88,475 |
98,408 |
Partners' equity: |
||
Limited partners, 4,200 units outstanding |
611,569 |
643,670 |
General partner |
0 |
0 |
Total partners' equity |
611,569 |
643,670 |
Total liabilities and partners' equity |
$700,044 |
$742,078 |
HICKORY LENDERS, LTD.
(A Limited Partnership)
STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended |
Six months ended |
|||
June 30, |
||||
2003 |
2002 |
2003 |
2002 |
|
Revenue |
||||
Land sale: |
||||
Gross proceeds |
$- |
$70,000 |
$- |
$142,000 |
Cost of land sold |
- |
(22,180) |
- |
(44,360) |
Selling expenses |
- |
(10,070) |
- |
(29,101) |
Gain on sale |
- |
37,750 |
- |
68,539 |
Interest income |
83 |
246 |
171 |
429 |
Other income |
- |
- |
4,000 |
- |
Total revenues |
83 |
37,996 |
4,171 |
68,968 |
Expenses |
||||
State tax |
- |
788 |
- |
1,576 |
Property taxes |
4,720 |
6,642 |
9,441 |
13,236 |
Grounds maintenance expense |
1,309 |
300 |
2,309 |
300 |
Property management fee |
1,750 |
1,750 |
3,500 |
3,500 |
Professional fees |
8,907 |
20,560 |
15,406 |
23,810 |
General and administrative expenses |
3,034 |
1,907 |
5,116 |
2,398 |
Total expenses |
19,720 |
31,947 |
35,772 |
44,820 |
Net (loss) income |
$(19,637) |
$6,049 |
$(31,601) |
$24,148 |
Net loss per limited partner unit |
$(4.68) |
$1.44 |
$(7.52) |
$5.75 |
(4,200 units outstanding) |
||||
HICKORY LENDERS, LTD.
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
(Unaudited)
Six months ended June 30, |
||
2003 |
2002 |
|
Cash flows from operating activities: |
||
Net (loss) income |
$(32,101) |
$24,148 |
Adjustments to reconcile net (loss) income to net cash (used) provided by operating activities: |
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Increase in restricted cash |
(171) |
(429) |
Basis in land sold |
- |
44,360 |
Increase in accounts payable |
6,500 |
11,271 |
Decrease in property taxes payable |
(9,441) |
(13,002) |
(Decrease) increase in Due to affiliate |
(5,076) |
|
Decrease in Franchise and excise payable |
(1,916) |
(1,577) |
Net cash from operating activities |
(42,205) |
64,771 |
Net decrease in cash |
(42,205) |
64,771 |
Cash at beginning of period |
78,414 |
67,067 |
Cash at end of period |
$36,209 |
$131,838 |
HICKORY LENDERS, LTD.
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For the Six months Ended June 30, 2003 and 2002
(Unaudited)
A. BUSINESS
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").
B. 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 accounting principles generally accepted in the United States of America. 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, 2002. 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, 2003 may not be indicative of the results that may be expected for the year ending December 31, 2003.
C. RELATED PARTY TRANSACTIONS
The General Partner and its affiliates have been actively involved in managing the Partnership's operations. Compensation earned for these services were as follows:
Six months ended June 30, |
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2003 |
2002 |
|
Management fees |
$ 3,500 |
$ 3,500 |
Accounting fees |
10,096 |
10,749 |
D. COMPREHENSIVE INCOME
During the six-month periods ended June 30, 2003 and 2002 the Partnership had no components of other comprehensive (loss) income. Accordingly, comprehensive (loss) income for each of the periods was the same as net (loss) income.
HICKORY LENDERS, LTD.
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For the Six months Ended June 30, 2003 and 2002
(Unaudited)
E. IMPAIRMENT
Effective January 1, 2002 the Partnership adopted the Statement of Financial Accounting Standard 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. Land and improvements held for sale are reported at the lower of the 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 estimated Fair Value. I nherent 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 estimated Fair Value. The adoption of SFAS No. 144 did not have an impact on the partnership's financial condition or results of operations.
Item 2: Management's discussion and analysis of financial condition and results of operations
Results of operations for the quarter ended June 30, 2003.
There have been no sales during the first six-month period of 2003. During the first quarter of 2002, the registrant sold one lot in the Hendersonville property. Sale proceeds were retained to meet operating expenses. Expenses of the Registrant have not fluctuated significantly, except for the decrease in professional fees in 2003 due to a change in accounting firms.
FINANCIAL CONDITION
LIQUIDITY
At July 31, 2003 the Registrant had approximately $21,893 in cash. These funds are expected to be sufficient to fund operations through 2003.
Critical Accounting Policies
Land and improvements held for sale are reported at the lower of the 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 estimated 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 estimated Fair Value.
Contractual Obligations and Commitments
At June 30, 2003, 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 not have lines of credit, guarantees, or other commercial commitments. At June 30, 2003, the Partnership has restricted cash balances of $105,972, to be used to fund property improvements, consisting of utility work. The restricted cash secures a letter of credit in the same amount to ensure that the required developments were made. The Partnership may 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 June 30, 2003 and December 31, 2002, the Partnership had no borrowings from the General Partner. Transactions with the General Partner and affiliates are discussed in footnote B to the financial statements.
<PAGE> 8
PART II. OTHER INFORMATION
Item 4. DISCLOSURE CONTROL AND PROCEDURES
As of July 31, 2003, under the supervision and with the participation of the Partnership's Chief Executive Officer (CEO) and the Chief Financial Officer (CFO), management has evaluated the effectiveness of the design and operation of the Partnership's disclosure controls and procedures. Based on that evaluation, the CEO and CFO, concluded that the Partnership's disclosure controls and procedures were effective as of July 31, 2003. There were no significant changes in the Partnership's internal controls or in the other factors that could significantly affect those controls subsequent to the date of the evaluation.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit
Number Description
31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Steven D. Ezell, the Chief Executive Officer of Hickory Lenders, Ltd. on August 14, 2003
31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Michael A. Hartley, the Executive Vice President and Chief Financial Officer of Hickory Lenders, Ltd. on August 14, 2003.
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Steven D. Ezell, the Chief Executive Officer of Hickory Lenders, Ltd. on August 14, 2003.
32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Michael A. Hartley, the Executive Vice President and Chief Financial Officer of Hickory Lenders, Ltd. on August 14, 2003.
(b)
Form 8-K filed on April 17, 2003 states a change in the Registrant's accounting firm. In a letter dated April 4 2003 and received by the Registrant on April 10, 2003, KPMG LLP ("KPMG") declined to stand for re-election as independent public accountants for the Registrant.
The audit reports issued by KPMG on the financial statements of the Registrant as of and for the years ended December 31, 2002 and December 31, 2001, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified, as to uncertainty, audit scope or accounting principles.
During the two most recent fiscal years ended December 31, 2002 and December 31, 2001, and the subsequent interim period from January 1, 2003 through April 4 2003, there have been no disagreements between the Registrant and KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference to the subject matter thereof in its report on the Registrant's consolidated financial statements for such periods.
During the two most recent fiscal years and through April 4 2003, there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
On April 17, 2003, the Partnership retained the services Crowe Chizek and Company LLC as the Partnership's auditors for the year ended December 31, 2003. The decision to change accounting firms was recommended and approved by the Board of Directors of 222 Partners, Inc., general partner of 222 LMR, Ltd., General Partner of LMR Land Company, Ltd. During the fiscal years ended December 31, 2002 and December 31, 2001 and through April 17, 2003, the Registrant has not consulted Crowe Chizek and Company LLC regarding any matters described in, and required to be disclosed pursuant to, Item 304(a)(2)(i) and (ii) of Regulation S-K.
HICKORY LENDERS, LTD.
Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF
THE SARBANES-OXLEY ACTS OF 2002
CERTIFICATE OF CHIEF EXECUTIVE OFFICER
I, Steven D. Ezell, certify that:
Date: August 14, 2003 Steven D. Ezell
Chief Executive Officer
HICKORY LENDERS, LTD.
Exhibit 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
CERTIFICATE OF CHIEF FINANCIAL OFFICER
I, Michael A. Hartley, certify that:
Date: August 14, 2003 Michael A. Hartley
Chief Financial Officer
HICKORY LENDERS, LTD.
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Report of Hickory Lenders, LTD.on Form 10-Q for the quarter ended June 30, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Steven D. Ezell, Chief Executive Officer of the Hickory Lenders, LTD.certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 14, 2003 Steven D. Ezell
Chief Executive Officer
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Report of Hickory Lenders, LTD on Form 10-Q for the quarter ended June 30, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael A. Hartley, Chief Financial Officer of Hickory Lenders, LTD, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 14, 2003 Michael A. Hartley
Chief Financial Officer
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 LENDERS, LTD. |
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By: 222 HICKORY, LTD. |
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General Partner |
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By: 222 PARTNERS, INC. |
|
General Partner |
|
Date: August 14, 2003 |
By:/s/ Steven D. Ezell |
President |
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Date: August 14, 2003 |
By:/s/Michael A. Hartley |
Secretary/Treasurer |
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