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 27 acres in Nashville, Davidson County, Tennessee ("the Nashville Property") and 1 lot 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.
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 are 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.
Item 2. Properties
As of December 31, 2002, Registrant owned two parcels of land in Tennessee, composed of 27 acres in Nashville and one residential lot in Hendersonville. See Item 1 above for a more detailed description.
Item 3.
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.
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.
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, 2003, there were 356 holders of record of the Units of Limited Partnership Interests.
Distributions of $210,000 were made to limited partner unit holders during 2002 and 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.
Item 6. Selected Financial Data
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation
Sales
During 2002, the Registrant sold two lots from the Hendersonville property and auctioned approximately 127 acres of the residential portion of the Nashville property. The proceeds were retained to meet the operational needs of the partnership.
Operations
The 2002 operations of the Partnership are comparable to 2001, except for the sales mentioned above. Based on the prices received at the auction of the residential portion of the Nashville property, the General Partner recorded an impairment charge and reduced the carrying value of the remaining Nashville property by $255,304 in the fourth quarter of 2002.
Financial Condition and Liquidity
At February 28, 2003, the Partnership had unrestricted cash of $58,883 and liabilities to non-affiliated entities of $69,486. At December 31, 2002, the Partnership owns assets with a carrying value of $742,078 and has total liabilities of $98,408 as of December 31, 2002. If funds are not sufficient to meet operational expenses in 2003, the General Partner or other sources 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, the Partnership recorded an impairment charge of $255,304 to write down the carrying value of land and improvements to Fair Value.
Contractual Obligations and Commitments
At December 31, 2002, 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 has no lines of credit, guarantees, or other commercial commitments. At December 31, 2002 and 2001, the Partnership has restricted cash balances of $105,801 and $104,930, 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, 2002, the Partnership had no borrowings from the General Partner. Transactions with the General Partner and affiliates are discussed in footnote 2 to the financial statements.
Recently Issued Accounting Standards
In June 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 143, Accounting for Asset Retirement Obligations. SFAS No. 143 requires the Partnership to record the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development, and/or normal use of the assets. The Partnership also records a corresponding asset that is depreciated over the life of the asset. Subsequent to the initial measurement of the asset retirement obligation, the obligation will be adjusted at the end of each period to reflect the passage of time and changes in the estimated future cash flows underlying the obligation. The Partnership is required to adopt SFAS No. 143 on January 1, 2003. The adoption of SFAS No. 143 is not expected to have a material effect on the Partnership's financial statements.
In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections. SFAS No. 145 amends existing guidance on reporting gains and losses on the extinguishment of debt to prohibit the classification of the gain or loss as extraordinary, as the use of such extinguishments have become part of the risk management strategy of many companies. SFAS No. 145 also amends SFAS No. 13 to require sale-leaseback accounting for certain lease modifications that have economic effects similar to sale-leaseback transactions. The provisions of the Statement related to the rescission of Statement No. 4 is applied in fiscal years beginning after May 15, 2002. Earlier application of these provisions is encouraged. The provisions of the Statement related to Statement No. 13 were effective for transactions occurring after May 15, 2002, with early application encouraged. The adoption of SFAS No. 145 is not expected to have a material effect on the Partnership's financial statements.
In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity. The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. The adoption of SFAS No. 146 is not expected to have a material effect on the Partnership's financial statements.
In November 2002, the FASB issued Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others, an interpretation of FASB Statements No. 5, 57 and 107 and a rescission of FASB Interpretation No. 34. This Interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees issued. The Interpretation also clarifies that a guarantor is required to recognize, at inception of a guarantee, a liability for the fair value of the obligation undertaken. The initial recognition and measurement provisions of the Interpretation are applicable to guarantees issued or modified after December 31, 2002 and are not expected to have a material effect on the Partnership's financial statements. The disclosure requirements are effective for financial statements of interim and annual periods ending after December 15, 2002.
In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities, an interpretation of ARB No. 51. This interpretation addresses the consolidation by business enterprises of variable interest entities as defined in the Interpretation. The Interpretation applies immediately to variable interests in variable interest entities created after January 31, 2003, and to variable interests in variable interest entities obtained after January 31, 2003. The application of this Interpretation is not expected to have a material effect on the Company's financial statements. The Interpretation requires certain disclosures in financial statements issued after January 31, 2003 if it is reasonably possible that the Company will consolidate or disclose information about variable interest entities when the Interpretation becomes effective.
Item 7A.
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.
Item 8. Financial Statements and Supplementary Data
The Financial Statements required by Item 8 are filed at the end of this report.
Item 9.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
	None
PART III
Item 10.
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 73, 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 50 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 43, 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.
Item 11. Executive Compensation
During 2002, 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.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Security Holder Matters
As of January 31, 2003 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.
Item 13. Certain Relationships and Related Transactions
No affiliated entities have, for the year ending December 31, 2002, 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.
Item 14. Controls and Procedures
The Registrant maintains controls and procedures designed to ensure that information required to be disclosed in the reports that the Registrant files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their evaluation of those controls and procedures performed within 90 days of the filing date of this report, the President and Vice President of General Partner of the Registrant concluded that the Registrant's disclosure controls and procedures were adequate.
There have been no significant changes in the Registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.
	Item 15.
Item 15. Exhibits, Financial Statement schedules and Reports on Form 8-K
Independent Auditors' Report
The Partners
Hickory Lenders, Ltd.:
We have audited the accompanying balance sheets of Hickory Lenders, Ltd. (a limited partnership) as of December 31, 2002 and 2001, and the related statements of operations, partners' equity, and cash flows for each of the years in the three-year period ended December 31, 2002. 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, 2002, and 2001, and the results of its operations and its cash flows for each of the years in the three- year period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America.
				KPMG LLP
Nashville, Tennessee
February 1, 2003
HICKORY LENDERS, LTD.
(A Limited Partnership)
Balance Sheets
December 31, 2002 and 2001
Assets
Cash
$ 78,414
67,067
Land and improvements held for sale
557,863
1,180,614
Restricted cash
105,801
104,930
Total Assets
$ 742,078
1,352,611
Liabilities and Partners' Equity
Accounts payable
$ 68,530
65,530
Due to related party
10,040
-
Property taxes payable
19,838
26,002
Total Liabilities
98,408
91,532
Partners' Equity
Limited partners (4,200 units outstanding)
$645,791
1,261,079
General Partner
(2,121)
-
$643,670
1,261,079
Total liabilities and partners' equity
$742,078
1,352,611
HICKORY LENDERS, LTD.
(A Limited Partnership)
Statements of Operations
Years ended December 31, 2002, 2001, and 2000
2,002
2,001
2,000
Revenue:
Sale of land and improvements
$409,186
$72,000
$331,700
Cost of land and improvements sold
(367,447)
(22,605)
(161,657)
Selling expenses
(104,239)
(8,711)
(44,623)
Gain (loss) on sale of land and improvements
(62,500)
40,684
125,420
Interest income
1,569
4,495
9,589
Total revenue
(60,931)
45,179
135,009
Expenses:
Impairment of land and improvements held for sale
255,304
-
-
Management fee
7,000
7,000
7,000
Legal and accounting fees
38,164
24,161
30,673
General and administrative
3,613
8,952
10,346
Ground maintenance
11,360
9,156
1,684
Property taxes
25,764
26,495
27,516
State taxes
3,152
3,236
3,632
Total expenses
344,357
79,000
80,851
Net (loss) income
$(405,288)
$(33,821)
$54,158
Net (loss) income allocated to:
Limited partners
$(405,288)
$(33,821)
$ 52,037
General partner
-
-
2,121
Net (loss) income per limited partner unit
$(96.50)
$(8.05)
$12.39
Weighted average units outstanding
4,200
4,200
4,200
HICKORY LENDERS, LTD.
(A Limited Partnership)
Statements of Partners' Equity
Years ended December 31, 2002, 2001 and 2000
HICKORY LENDERS, LTD.
(A Limited Partnership)
Statements of Cash Flows
Years ended December 31, 2002, 2001 and 2000
HICKORY LENDERS, LTD.
(A Limited Partnership)
Notes to Financial Statements
December 31, 2002 and 2001
Summary of Significant Accounting Policies
Organization
Hickory Lenders, Ltd. (the Partnership), a Tennessee limited partnership, was organized on September 15, 1987, to lend amounts to corporations, partnerships and other entities engaged primarily in the business of owning and operating real estate. In 1999, the Partnership foreclosed on certain debt to Hickory Hills, Ltd. The Partnership'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 General Partner is 222 Hickory, Ltd., and the general partner of 222 Hickory, Ltd. is 222 Partners, Inc. The Partnership prepares financial statements and income tax returns on the accrual method and includes only those assets, liabilities, and results of operations which relate to the business of the Partnership.
Estimates
The preparation of the financial statements requires management of the Partnership to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the carrying amount of land and improvements held for sale. Actual results could differ from those estimates.
Cash
Cash belonging to the Partnership is combined in an account with funds from other partnerships related to the General Partner.
Land and Improvements Held for Sale
Land includes two tracts of undeveloped land representing approximately 27 and 155 acres as of December 31, 2002 and 2001, respectively. In addition, the Partnership owns one tract of land developed into residential lots with 1 and 3 lots remaining at December 31, 2002 and 2001, respectively. The land and improvements were recorded at their fair value on June 29, 1999, the date the property was obtained upon foreclosure of a note receivable.
HICKORY LENDERS, LTD.
(A Limited Partnership)
Notes to Financial Statements
Summary of Significant Accounting Policies
Land and Improvements Held for Sale (continued)
Effective January 1, 2002 the Financial Accounting Standards Board (FASB) issued 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. 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. Based upon management's analysis of discounted future net cash flows, the Partnership recorded on impairment charge of $255,304 in 2002 to write down the carrying value of land and improvements to their fair value less disposal costs.
Income Taxes
No provision has been or will be made for Federal income taxes since such taxes are the personal responsibility of the partners. Annually, the partners receive, from the Partnership IRS Form K-1's, which provide them with their respective share of taxable income or losses, deductions, and other tax related information. Beginning in 2000, the partnership pays state taxes on earnings from Tennessee operations.
The Partnership accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Partnership's income tax expense relates to state taxes on income from continuing operations in Tennessee.
HICKORY LENDERS, LTD.
(A Limited Partnership)
Notes to Financial Statements
Summary of Significant Accounting Policies (continued)
Partnership Allocations
Net profits, losses and distributions of cash flow of the Partnership are allocated to the partners in accordance with the Partnership agreement as follows:
Partnershipnet profits are allocated first to any partner with a negative balance in their capital account, determined at the end of the taxable year as if the Partnership had distributed cash flow, in proportion to the negative capital balance account of all partners until no partner's capital account is negative. Net profit allocations are then made to the limited partners up to the difference between their capital account balances and the sum of their adjusted capital contributions (capital balance, net of cumulative cash distributions in excess of preferred returns - 12% annual cumulative return on capital contributed). Any remaining net profit allocations are then made to the limited partners until the taxable year in which cumulative profits to the limited partners equal their adjusted capital contribution plus an unpaid preferred return (12% annual cumulative return on capital contributed). Net profits are then allocated to the General Partner until the ratio of the General Partner's capital account balance to the capital account balances, in excess of adjusted capital contributions and unpaid preferred return, of all limited partners is 27% to 73%. Thereafter, profits are generally allocated 27% to the general partner and 73% to the limited partners. Net losses are allocated to the partners in proportion to their positive capital accounts.
Partnership distributions are allocated 99% to the limited partners and 1% to the General Partner until the limited partners have received an amount equal to their adjusted capital contributions, including preferred return (12% annual cumulative return on capital contributed), and then 73% to the limited partners and 27% to the General Partner. Cumulative unpaid preferred returns are $4,276,348 and $3,982,348 at December 31, 2002 and 2001, respectively.
Income Recognition
Income from sales of land held for sale is generally recorded on the accrual basis when the buyer's financial commitment is sufficient to provide economic substance to the transaction, and when other criteria of SFAS No. 66 "Accounting for Sales of Real Estate" are satisfied. For sales of real estate where both cost recovery is reasonably certain and the collectibility of the contract price is reasonably assured, but the transaction does not meet the remaining requirements to be recorded on the accrual basis, profit is deferred and recognized under the installment method, which recognizes profit as collections of principal are received. If developments subsequent to the adoption of the installment method occur which cause the transaction to meet the requirements of the full accrual method, the remaining deferred profit is recognized at that time. Any losses on sales of real estate are recognized at the time of the sale.
Comprehensive Income
Comprehensive income is defined as the change in equity of a business enterprise, during a period, associated with transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. During the three years ended December 31, 2002, the Partnership had no components of other comprehensive (loss) income. Accordingly, comprehensive (loss) income for each of the years was the same as net (loss) income.
HICKORY LENDERS, LTD.
(A Limited Partnership)
Notes to Financial Statements
Summary of Significant Accounting Policies (continued)
Recently Issued Accounting Standards
In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 143, Accounting for Asset Retirement Obligations. SFAS No. 143 requires the Partnership to record the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development, and/or normal use of the assets. The Partnership also records a corresponding asset that is depreciated over the life of the asset. Subsequent to the initial measurement of the asset retirement obligation, the obligation will be adjusted at the end of each period to reflect the passage of time and changes in the estimated future cash flows underlying the obligation. The Partnership is required to adopt SFAS No. 143 on January 1, 2003. The adoption of SFAS No. 143 is not expected to have a material effect on the Partnership's financial statements.
In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections. SFAS No. 145 amends existing guidance on reporting gains and losses on the extinguishment of debt to prohibit the classification of the gain or loss as extraordinary, as the use of such extinguishments have become part of the risk management strategy of many companies. SFAS No. 145 also amends SFAS No. 13 to require sale-leaseback accounting for certain lease modifications that have economic effects similar to sale-leaseback transactions. The provisions of the Statement related to the rescission of Statement No. 4 is applied in fiscal years beginning after May 15, 2002. Earlier application of these provisions is encouraged. The provisions of the Statement related to Statement No. 13 were effective for transactions occurring after May 15, 2002, with early application encouraged. The adoption of SFAS No. 145 is not expected to have a material effect on the Partnership's financial statements.
In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity. The
provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. The adoption of SFAS No. 146 is not expected to have a material effect on the Partnership's financial statements. In November 2002, the FASB issued Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others, an interpretation of FASB Statements No. 5, 57 and 107 and a rescission of FASB Interpretation No. 34. This Interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees issued. The Interpretation also clarifies that a guarantor is required to recognize, at inception of a guarantee, a liability for the fair value of the obligation undertaken. The initial recognition and measurement provisions of the Interpretation are applicable to guarantees issued or modified after December 31, 2002 and are not expected to have a material effect on the Partnership's financial statements. The disclosure requirements are effective for financial statements of interim and annual periods ending after December 15, 2002.
HICKORY LENDERS, LTD.
(A Limited Partnership)
Notes to Financial Statements
Summary of Significant Accounting Policies (continued)
Recently Issued Accounting Standards
In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities, an interpretation of ARB No. 51. This Interpretation addresses the consolidation by business enterprises of variable interest entities as defined in the Interpretation. The Interpretation applies immediately to variable interests in variable interest entities created after January 31, 2003, and to variable interests in variable interest entities obtained after January 31, 2003. The application of this Interpretation is not expected to have a material effect on the Company's financial statements. The Interpretation requires certain disclosures in financial statements issued after January 31, 2003 if it is reasonably possible that the Company will consolidate or disclose information about variable interest entities when the Interpretation becomes effective.
Related Party Transactions
Affiliates of the General Partner receive fees for performing certain services. Expenses incurred for these services during 2002, 2001, and 2000 are as follows:
Management fee
$7,000
7,000
7,000
Accounting fees
$20,830
10,200
9,304
Land and Improvements Held for Sale
The components of land and improvements held for sale are as follows:
Land
$ 246,202
$521,042
Land improvements
311,661
661,572
Total
$ 557,863
$1,180,614
The aggregate cost of land and improvements held for sale for Federal income tax purposes was $ 908,139 at December 31, 2002.
Distributions
On December 11, 2002, a distribution of $212,121 was made to the partners from the proceeds of land sold. No distributions were made during the year ended December 31, 2001. For the year ended December 31, 2000, the Partnership made distributions to its partners totaling $212,121.
Restricted Cash
At December 31, 2002 and 2001, the Partnership has restricted cash balances of $105,801, and $104,930, 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.
Independent Auditors' Report
The Partners
Hickory Lenders, L.P.:
Under date of February 1, 2003, we reported on the balance sheets of Hickory Lenders, L.P. as of December 31, 2002 and 2001, and the related statements of operations, partners' equity, and cash flows for each of the years in the three-year period ended December 31, 2002. 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, 2003
HICKORY LENDERS, LTD.
(A Limited Partnership)
Schedule III
Real Estate and Accumulated Depreciation
December 31, 2002
HICKORY LENDERS, LTD.
(A Limited Partnership)
Schedule III
Real Estate and Accumulated Depreciation
December 31, 2002 and 2001
(Continued)
Exhibits filed pursuant to Item 14(a) (3):
HICKORY LENDERS, LTD.
(A Tennessee Limited Partnership)
Exhibit Index
Exhibit
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.
Subsidiaries-Registrant has no subsidiaries
99.1
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 March 31, 2003.
99.2
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, Chief Financial Officer of Hickory Lenders, Ltd. on March 31, 2003.
99.3
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 March 31, 2003.
99.4
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Michael A. Hartley, the Chief Financial Officer of Hickory Lenders, Ltd. on March 31, 2003.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
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.
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.
HICKORY LENDERS, LTD.
Exhibit 99.1
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 Annual Report of Hickory Lenders, Ltd.,(the "Registrant") on Form 10-K for the year ended December 31, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Steven D. Ezell, Chief Executive Officer of Hickory Lenders, Ltd., certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that:
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
Exhibit 99.2
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 Annual Report of Hickory Lenders, Ltd., (the "Registrant") on Form 10-K for the year ended December 31, 2002, 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. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that:
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
Exhibit 99.3
CERTIFICATION
I, Steven D. Ezell, certify that:
1. I have reviewed this annual report on Form 10-K of Hickory Lenders, Ltd.
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Exhibit 99.4
CERTIFICATION
I, Michael A Hartley, certify that:
1. I have reviewed this annual report on Form 10-K of Hickory Lenders, Ltd.
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.