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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 2002
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transaction period from to
Commission File Number 0-15571
CAROLINA INVESTMENT PARTNERS, LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
North Carolina 56-1494619
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Suite 100, 4000 Blue Ridge Road
Raleigh, North Carolina 27612
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (919) 781-1700
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: 5,900 Units of
Limited Partnership Interests.
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 the past 90 days. Yes X No __.
---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 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 or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K [X].
Market Value of 5,875 Units held by nonaffiliates computed by reference to the
price at which the common equity was last sold, or the average bid and asked
price of such common equity, as of the last business day of the registrant's
most recently completed second fiscal quarter: $2,621,000 (based upon the
offering price of $1,000 less the amount distributed per Unit).
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date: 5,900 Units outstanding as of
March 28, 2003
This Exhibit Index appears on Page 29.
1
PART I
Item 1. Business.
Carolina Investment Partners, Limited Partnership (the "Registrant") is a
limited partnership organized in 1985 under the North Carolina Uniform Limited
Partnership Act. The Registrant was formed for the purpose of investing in
certain unimproved real properties located in Cary, North Carolina. The
Registrant acquired these properties, commonly known as the Martin Parcel and
the Wellington Parcel, in 1986. See "Properties." The Registrant has the option
to develop the Martin Parcel for office and institutional uses or hold it for
resale. The only option for the Wellington Parcel was to hold it for resale. At
this time the Registrant is not developing the Martin Parcel and is attempting
to sell it. However, the Registrant will consider its options with respect to
development of the Martin Parcel and is formulating a plan for development of
the Martin Parcel. As of April 9, 1998 all of the Wellington Parcel was sold.
On November 1, 2002, the Registrant entered into a contract of purchase and sale
for the sell of approximately two and half (2.5) gross acres of the Martin
Parcel for $5.00 per square foot. The contract also contains a one-year option
for the buyer to purchase the remainder of the nine-acre tract of land at a
price of $4.50 per square foot. The buyer may extend this option for up to two
additional years by paying the Registrant $30,000 for each year extended. The
prices for the second and third option years are $4.75 and $5.00 per square
foot, respectively. The options will end no later than December 31, 2005. Upon
the completion of the sale, the Registrant will pay a broker's commission of two
percent (2%) to the Buyer's agent.
Item 2. Properties.
The Martin Parcel is located in the southern portion of Cary, North Carolina, a
rapidly expanding community to the immediate southwest of Raleigh, North
Carolina. Cary is part of a region in central North Carolina known as the
Research Triangle area, which includes Raleigh, Durham, Chapel Hill and the
Research Triangle Park. The Martin Parcel is located near the residential single
family subdivisions known as Ridgepath, Wellington Park, MacGregor Downs,
Lochmere, Kildaire Farms, Wimbledon, and McDonald Woods. The map below shows the
locations of the Martin Parcel in Cary.
[MAP]
2
The Martin Parcel contains approximately 25.1 acres of unimproved land, which is
divided into two tracts by the Cary Parkway. The tract lying to the west of the
Cary Parkway contains 15.76 acres of land, while the tract lying to the east of
the Cary Parkway contains 9.34 acres of land. The Martin Parcel is located
immediately to the north of the interchange.
Upon the sale of the Martin Parcel, the General Partner is entitled to a
broker-listing fee under some circumstances. See Item 11 "Executive
Compensation." In addition to the broker-listing fee, in the event the parcel is
sold by a broker unaffiliated with the General Partner, the Registrant may pay
the unaffiliated broker a 2.5% broker-referral fee.
Item 3. Legal Proceedings.
No material legal proceedings are pending against the Registrant or its
properties.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote by the limited partners of the Registrant
during the fourth quarter of 2002.
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters.
(a) The Registrant has no common stock. There is no established public
trading market for the Units.
(b) The Registrant had 993 Limited Partners holding 5,900 Units as of March
28, 2003. The number of Limited Partners was determined by the Partnership's
records maintained by the General Partner. An affiliate of the General Partner
owns 25 of these 5,900 units.
(c) Until the Limited Partners have received distributions of cash from the
Registrant of an aggregate amount equal to 100% of the Capital Contributions of
the Limited Partners, plus an additional return equivalent to 10% per annum
simple interest on their "Unreturned Capital Contributions", the Limited
Partners will receive at least 99% of all distributions of cash, which will be
distributed and allocated among them in the ratio which the number of Units
owned by each of them bears to the total number of Units outstanding.
Thereafter, the Registrant's distributions will be allocated 90% to the Limited
Partners and 10% to the General Partner. "Unreturned Capital Contribution" means
the Capital Contribution of a Limited Partner less any distributions of cash
made by the Registrant to such Limited Partner.
3
Item 6. Selected Financial Data.
2002 2001 2000 1999 1998
---- ---- ---- ---- ----
Summary of Operations:
Gain on Sale of Land $ -0- $ -0- $ -0- $ -0- $ 291,596
Other Income 1,719 3,555 8,748 17,471 163,090
Expenses 51,676 58,319 56,466 57,129 76,565
Net Income (Loss) (49,957) (54,764) (47,718) (39,658) 378,121
Net Income (Loss) per
limited partnership unit:
From gain on sale
of land -0- -0- -0- -0- 48.93
From other
operations (8.47) (9.28) (8.08) (6.58) 14.52
---------- ---------- ---------- ---------- ----------
Total per unit (8.47) (9.28) (8.08) (6.58) 63.45
Distribution per unit -0- -0- -0- -0- 220.00
Selected Balances:
Cash and Short-Term
Investments 168,822 213,842 273,220 347,989 413,165
Land held for
Investment 3,594,592 3,594,592 3,594,592 3,594,592 3,594,592
Total Assets 3,767,514 3,812,502 3,871,751 3,946,165 4,009,786
Long term obligations -0- -0- -0- -0- -0-
General Partner's equity -0- -0- -0- -0- 865
Limited Partners' equity 3,635,492 3,685,449 3,740,213 3,787,930 3,826,723
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The Registrant's operations resulted in a net loss of $49,957 during 2002,
compared to a net loss of $54,764 during 2001 and a net loss of $47,718 in 2000.
The primary differences between 2002 in comparison to 2001 and 2000 were:
4
2002 vs. 2001
-------------
. Accounting and legal fees paid in 2002 totaled $19,580 compared to
$21,087 paid in 2001. Also, general and administrative expenses paid
in 2002 totaled $25,192 compared to $29,974 paid in 2001.
. Interest received by the Registrant from investment in a money market
account totaled $1,019 in 2002 compared to $3,080 in 2001 due to
higher balances in the account during 2001.
2002 vs. 2000
-------------
. Interest received by the Registrant from investment in a money market
account totaled $1,019 in 2002 compared to $6,798 in 2000 due to
higher balances in the account during 2000.
. Accounting and legal fees paid in 2002 totaled $19,580 compared to
$22,693 paid in 2000.
. Property taxes paid in 2002 totaled $21,481 compared to $13,840 paid
in 2000.
As a result of meetings with representatives of the Town of Cary and the North
Carolina Department of Transportation, a new transportation agreement has been
entered into with the Town of Cary. This agreement calls for the Town of Cary to
complete certain improvements to the adjacent interchange of US 1 and 64 and the
Cary Parkway. These changes will, in the opinion of the registrant, enhance the
marketability of the property. The changes require payments to be made to the
Town upon the extension of building permits of the site. It is the intention of
the registrant to pass these fees on to the developers of the property.
Development of real property in the Research Triangle Area is highly
competitive. Factors which affect competition include price, financing terms,
economics, location, social and demographic conditions in the surrounding areas,
roads, sewers, utilities and other items of infrastructure, zoning and similar
governmental regulations which affect the cost of development and the uses of
the property. Many of these factors are beyond the control of the Registrant.
These competitive conditions may affect the Registrant's ability to locate
purchasers for, or develop the property at prices acceptable to the Registrant.
The Registrant believes, however, that the proximity of the property to the full
access highway interchange and overpass which connects the Cary Parkway and U.S.
Highway 1 and 64 (the "Interchange") enhances their marketability and minimizes
the effects of competition.
As of March 14, 2003, the Registrant has $168,822 in cash and short-term
investments, which is sufficient to meet its needs during the next year.
The Registrant maintains its excess funds in money market account at RBC
Centura. The General Partner believes the account is an appropriate investment
of the Registrant's funds. Until the Martin Parcel is sold, placed into
development and/or refinanced, the Registrant anticipates deficits from
operations and administrative expenses.
5
Cautionary Statement Identifying Important Factors That Could Cause the
Registrant's Actual Results to Differ From Those Projected in Forward Looking
Statements.
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, readers of this document, and any document
incorporated by reference herein, are advised that this document and documents
incorporated by reference into this document contain both statements of
historical facts and forward looking statements. Forward-looking statements are
subject to certain risks and uncertainties, which could cause actual results to
differ materially from those indicated by the forward looking statements.
Examples of forward looking statements include, but are not limited to (i)
projections of revenues, income or loss, earnings or loss per share, capital
expenditures, dividends, capital structure and other financial items, (ii)
statements of the plans and objectives of the Registrant or its management,
including the introduction of new products, or estimates or predictions of
actions by customers, suppliers, competitors or regulatory authorities, (iii)
statements of future economic performance, and (iv) statements of assumptions
underlying other statements and statements about the Registrant or its business.
This document and any documents incorporated by reference herein also identify
important factors which could cause actual results to differ materially from
those indicated by the forward looking statements. These risks and uncertainties
include uncertainties about whether real estate sales under contract will close,
the ability of the Registrant to sell its other real estate assets, the price of
real estate sales, environmental and similar liabilities, future operating
expenses and the adequacy of capital resources to meet future operating
expenses, which are described herein and/or in documents incorporated by
reference herein.
The cautionary statements made pursuant to the Private Securities Litigation
Reform Act of 1995 above and elsewhere by the Registrant should not be construed
as exhaustive or as any admission regarding the adequacy of disclosures made by
the Registrant prior to the effective date of such Act. Forward looking
statements are beyond the ability of the Registrant to control and in many cases
the Registrant cannot predict what factors would cause actual results to differ
materially from those indicated by the forward looking statements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 8. Financial Statements and Supplementary Data.
Registrant's financial statements are included elsewhere herein. See "List of
Financial Statements."
Item 9. Changes in and Disagreements with Accountant on Accounting and
Financial Disclosure.
None.
PART III
6
Item 10. Directors and Executive Officers of the Registrant.
The Registrant has no directors or executive officers. The Registrant is
managed, and its investment decisions are made, by the general partners of the
General Partner. The General Partner is Walsmith Associates Two, a North
Carolina general partnership. Except as expressly provided in the Partnership
Agreement, the General Partner has the power to do any and all things necessary
or incident to the conduct of the Registrant's business. The general partners of
the General Partner are:
----------------------------------------------
Business Experience During
Past Five Years, Family
Relationships and Directorships
NAME AGE in Public Companies
- ---- --- ----------------------------------------------
Donald F. Walston 60 President since 1982, and founder of Howard
Perry & Walston Realty, Inc., a residential
real estate brokerage company located in the
Research Triangle area of North Carolina.
Alton L. Smith, III 53 Mr. Smith is an officer and director of
Trademark Properties, Inc. Mr. Smith is the
brother of C. Stephen Smith
C. Stephen Smith 52 Mr. Smith is an independent commercial real
estate broker. Mr. Smith is the brother of
Alton L. Smith, III
To the knowledge of the Registrant, no person is the beneficial owner of more
than 590 units, 10% of the outstanding Units.
Item 11. Executive Compensation.
The Agreement of Limited Partnership of the Registrant (the "Partnership
Agreement") governs the amount of compensation payable to Walsmith Associates,
Two, the General Partner of the Registrant.
Each year any portion of the properties of the Registrant remain undeveloped,
the Registrant pays the General Partner an annual $3,000 management fee.
If any portion of the Registrant's properties is developed by the Registrant,
the Registrant will pay the General Partner a 3% development fee based upon the
cost of improvements, net of land. No amounts were paid to the General Partner
as a development fee during the year ended December 31, 2002.
The Registrant may also pay personnel engaged by or on its behalf to coordinate
or supervise development, construction and operational activities, including
partners and employees of its General Partner. The Registrant has hired an
outside accounting firm for all other record keeping such as securities law
filings and maintenance of the partnership database.
The Partnership Agreement calls for the General Partner to be allocated a
minimum of 1% of the gain from the sale of property. The General Partner
receives cash to the extent it is allocated income. The General Partner has been
allocated no net income for 2002. (See Item 7. "Management's Discussion and
Analysis of Financial Condition and Results of Operations.")
7
Upon the sale of the Martin Parcel the General Partner will be paid a broker
listing fee of up to five (5%) percent of the sales price if the sale is to a
party unaffiliated with the General Partner. If the property is sold by a broker
unaffiliated with the General Partner, the Registrant may also pay the
unaffiliated broker a two and one-half (2 1/2%) percent broker-reallowance fee.
The Registrant paid no broker listing fees during the year ended December 31,
2002.
No other amounts were paid for services during the year ended December 31, 2002
to the General Partner or any of its partners or employees.
If the Registrant operates developed projects, the General Partner will receive
standard leasing commissions and standard property management fees. No amounts
were paid during the year ended December 31, 2002.
The General Partner receives cash to the extent it is allocated income. Pursuant
to the Partnership Agreement, the General Partner is allocated 1% of each
material item of Partnership income, gain, loss, deduction, or credit. Otherwise
all distributions are to the limited partners until such time as these
distributions equal their original capital contributions plus an additional
return of 10% per annum simple interest on their outstanding capital
contribution (original contributions as reduced by any prior distributions).
Thereafter, Partnership distributions will be allocated 10% to the General
Partner and 90% to the limited partners.
Information about comparative five-year return on investment in the Registrant
compared to market indexes has not been included herein because there is no
public market in Units of the Registrant. The limited partnership agreement of
the Registrant places substantial restrictions on transfer of Units of the
Registrant. Accordingly, the Registrant believes comparisons to indexes of
publicly traded securities would not be meaningful disclosure for investors.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
(a) As of March 28, 2003, no person was known by the Registrant to
beneficially own more than 5% of the Units. The table set forth below indicates
the ownership of units by certain general partners of the General Partner as of
March 28, 2003:
Amount and
Title Name & Address Nature Percent of Class
----- -------------- ------ ----------------
Limited Alton L. Smith III 25 units (1) *
Partnership Unit 4000 Blue Ridge Road, Suite 100
Raleigh, NC 27612
* Indicates less than 1%.
(1) Held in trust for Mr. Smith's children. Mr. Smith serves as trustee of the
trust.
(b) As a limited partnership, the Registrant has no officers and directors,
although Alton L. Smith, III, a general partner of the General Partner, serves
the Registrant in the role of its principal financial "officer". The General
Partner has contributed $1,000 to the Registrant's capital account; however,
this contribution is not treated as the equivalent of a Unit of limited
partnership interest. The General Partner's contribution constitutes less than
1% of the total capital contributed to the Registrant. Messrs. Walston, Smith
and Smith are general partners of
8
the General Partner. Alton L. Smith III beneficially owns 25 units through a
trust, for which he serves as trustee. Neither Mr. Walston nor Mr. C. Stephen
Smith beneficially owns any units of the Registrant.
Item 13. Certain Relationships and Related Transactions.
See Item 11 "Executive Compensation."
Item 14. Controls and Procedures
An evaluation of the Registrant's disclosure controls and procedures (as defined
in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act) was carried
out under the supervision and with the participation of the Registrant's
management, including the general partner of Walsmith Associates Two, which is
the general partner of the Registrant, within the 90 days preceding the filing
of this Annual Report on Form 10-K. Based on that evaluation, the general
partner has concluded that the Registrant's disclosure controls and procedures
were effective as of the date of that evaluation.
There were 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 16. Principal Accountant Fees and Services.
The following table presents fees for professional audit services rendered
by Lynch & Howard, P.A., for the audit of the Registrant's annual financial
statements for 2001 and 2002, and fees billed for tax and other services
rendered by Thomas, Judy & Tucker, P.A.
2001 2002
-------------------------- -------------------------
Audit fees $ 6,200 $ 5,600
-------------------------- -------------------------
Audit related
fees (1) $ -0- $ -0-
-------------------------- -------------------------
Tax fees (2) $ 4,850 $ 4,414
-------------------------- -------------------------
All other fees $ 6,374 $ 4,029
-------------------------- -------------------------
(2) Tax fees consisted primarily of amounts billed for preparation of the
annual tax return.
9
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) The following documents are filed as part of this report:
(1) List of Financial Statements:
See "List of Financial Statements."
(2) List of Financial Statement Schedules: All schedules are omitted
as they are not applicable or the required information is shown
in the financial statements or the notes thereto.
(3) Exhibit Index. All exhibits are incorporated by reference.
(b) No Current Report on Form 8-K was filed during the quarter ended
December 31, 2002.
(c) The following exhibits have been filed by the Registrant with the
Securities and Exchange Commission under the Securities Exchange Act of 1934
(File Number 0-15571) and are incorporated herein by reference:
10
Exhibit No. 3.1 Amended Agreement of Limited Partnership of the
Registrant (incorporated by reference to Exhibit
4.1 to the Registrant's Annual Report filed on
Form 10-K for the year ended December 31, 1986).
Exhibit No. 10.1 Purchase Agreement between Registrant and Walsmith
Associates regarding the Martin Parcel
(incorporated by reference to Exhibit 10.1 to the
Registrant's Annual Report filed on Form 10-K for
the year ended December 31, 1986).
Exhibit No. 10.2 Offer to Purchase and Contract for the Sale and
Purchase of Real Estate, dated as of January 24,
1986, between Wellington Park Associates and the
Registrant (incorporated by reference to Exhibit
6A to the Registrant's Quarterly Report filed on
Form 10-Q for the period ended June 30, 1989).
Exhibit No. 10.3 Agreement between the North Carolina Department of
Transportation and Walsmith Associates
(incorporated by reference to Exhibit 10.3 to the
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1986).
Exhibit No. 10.4 Assignment and Assumption Agreement between the
Registrant and Walsmith Associates (incorporated
by reference to Exhibit 10.4 to the Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1986).
Exhibit No. 10.5 Amendment to Offer to Purchase and Contract for
the Sale and Purchase of Real Estate, dated as of
February 1, 1990, between Wellington Park
Associates and the Registrant (incorporated by
reference to Exhibit 10.6 to the Registrant's
Annual Report filed on Form 10-K for the period
ended December 31, 1989).
11
Exhibit No. 10.6 Agreement for the Purchase and Sale of Real
Estate, dated as of April 20, 1995, between
Churchill & Banks, Ltd., ADA Corporation of North
Carolina, and the Registrant (incorporated by
reference to Exhibit C to the Registrant's Current
Report filed on Form 8-K, dated April 20, 1995).
Exhibit No. 10.7 First Amendment to the Agreement for the Purchase
and Sale of Real Estate, dated as of August 9,
1995, between Churchill & Banks, Ltd., ADA
Corporation of North Carolina, and the Registrant
(incorporated by reference to Exhibit C to the
Registrant's Current Report filed on Form 8-K,
dated August 9, 1995).
Exhibit No. 10.8 Second Amendment to the Agreement for the Purchase
and Sale of Real Estate, dated as of April 19,
1996, between Churchill & Banks, Ltd., ADA
Corporation of North Carolina, and the Registrant
(incorporated by reference to Exhibit 28.5 to the
Registrant's Quarterly Report filed on Form 10-Q
for the period ended March 31, 1996).
Exhibit No. 10.9 Third Amendment to the Agreement for the Purchase
and Sale of Real Estate, dated as of September 10,
1996, between Churchill & Banks, Ltd., ADA
Corporation of North Carolina, and the Registrant
(incorporated by reference to Exhibit 10.1 to the
Registrant's Current Report filed on Form 8-K,
dated September 25, 1996).
Exhibit No. 10.10 Fourth Amendment to the Agreement for the Purchase
and Sale of Real Estate, dated as of September,
1996, between Churchill & Banks, Ltd., ADA
Corporation of North Carolina, and the Registrant
(incorporated by reference to Exhibit 10.2 to the
Registrant's Current Report filed on Form 8-K,
dated September 25, 1996).
Exhibit No. 10.11 Fifth Amendment to the Agreement for the Purchase
and Sale of Real Estate, dated as of September 27,
1996, between Wellington Center Associates, LLC,
ADA Corporation of North Carolina, and the
12
Registrant (incorporated by reference to Exhibit
10.3 to the Registrant's Current Report filed on
Form 8-K, dated September 25, 1996).
Exhibit No. 10.12 Sixth Amendment to the Agreement for the Purchase
and Sale of Real Estate, dated as of September 12,
1997, between Wellington Center Associates, LLC,
ADA Corporation of North Carolina, and the
Registrant (incorporated by reference to Exhibit
10.12 to the Registrant's Quarterly Report filed
on Form 10-Q for the period ended September 30,
1997).
Exhibit No. 10.13 Letter Agreement to amend the Agreement for the
Purchase and Sale of Real Estate, dated December
12, 1997 between Churchill & Banks, Ltd., ADA
Corporation of North Carolina, and the Registrant
(incorporated by reference to Exhibit 10.13 to the
Registrant's Quarterly Report filed on Form 10-Q
for the period ended March 31, 1998).
Exhibit No. 10.14 Eighth Amendment to the Agreement for the Purchase
and Sale of Real Estate, dated March 24, 1998
between Churchill & Banks, Ltd., ADA Corporation
of North Carolina, and the Registrant
(incorporated by reference to Exhibit 10.14 to the
Registrant's Quarterly Report filed on Form 10-Q
for the period ended March 31, 1998).
Exhibit No. 10.15 Agreement of Purchase and Sale, dated October 29,
2002, between Valterra Holdings, LLC and the
Registrant.
Exhibit No. 99.1 Certification pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002.
Exhibit No. 99.2 Certification pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002.
(d) All financial statement schedules are omitted because they are not
applicable or the required information is shown in the financial statements
attached hereto or notes thereto.
13
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 on March 28, 2003.
CAROLINA INVESTMENT PARTNERS
By: WALSMITH ASSOCIATES TWO,
General Partner
By: /s/ Alton L. Smith, III
---------------------------
Alton L. Smith, III
General Partner and
Principal Financial Officer
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.
Signature Capacity Date
- --------- -------- ----
/s/ Donald F. Walston General Partner of Walsmith March 28, 2003
- ------------------------------ Associates Two, general partner of
the Registrant
/s/ Alton, L. Smith, III
- ------------------------------
General Partner of Walsmith March 28, 2003
Associates Two, general partner of
the Registrant
Supplemental Information to be Furnished With Reports Filed Pursuant to Section
15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to
Section 12 of the Act.
No annual report or proxy statement has been or will be sent to the Limited
Partners of the Registrant.
14
CERTIFICATION
I, Alton L. Smith III, certify that:
1. I have reviewed this annual report on Form 10-K of Carolina Investment
Partners Limited Partnership;
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 we 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 function):
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
15
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not 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.
Date: March 28, 2003
/s/ Alton L. Smith III
-------------------------------------------------
Alton L. Smith III, General Partner of Walsmith
Associates Two, General Partner of the Registrant
16
CERTIFICATION
I, Donald F. Walston, certify that:
1. I have reviewed this annual report on Form 10-K of Carolina Investment
Partners Limited Partnership;
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 we 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 function):
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
17
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not 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.
Date: March 28, 2003
/s/ Donald F. Walston
-------------------------------------------------
Donald F. Walston, General Partner of Walsmith
Associates Two, General Partner of the Registrant
18
ANNUAL REPORT ON FORM 10-K
ITEMS 8 AND 14 (a) (1)
FINANCIAL STATEMENTS
LIST OF FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2002
CAROLINA INVESTMENT PARTNERS, LIMITED PARTNERSHIP
RALEIGH, NORTH CAROLINA
19
Form 10-K--Items, 8, 14 (a) (1) and (2) and (d)
CAROLINA INVESTMENT PARTNERS, LIMITED PARTNERSHIP
December 31, 2002
LIST OF FINANCIAL STATEMENTS
The following financial statements of Carolina Investment Partners, Limited
Partnership are included in Item 8:
Independent Auditors Report
Balance Sheets--December 31, 2002 and 2001
Statements of Operations--Years Ended
December 31, 2002, 2001 and 2000
Statements of Changes in Partners' Equity--Years Ended
December 31, 2002, 2001, and 2000
Statements of Cash Flows--Years Ended December 31, 2002,
2001, and 2000
Notes to Financial Statements
Schedules to the financial statements for which provision is made in the
applicable accounting regulations of the Securities and Exchange Commission are
inapplicable or the required information is included in the financial statements
or the notes thereto.
20
INDEPENDENT AUDITOR'S REPORT
To the Partners
Carolina Investment Partners Limited Partnership
Raleigh, North Carolina
We have audited the accompanying balance sheets of Carolina Investment Partners
Limited Partnership as of December 31, 2002 and December 31, 2001, and the
related statements of operations, changes in partners' equity and cash flows for
each of the three years in the 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 Carolina Investment Partners
Limited Partnership as of December 31, 2002 and December 31, 2001, and the
results of its operations and its cash flows for each of the three years in the
period ended December 31, 2002 in conformity with accounting principles
generally accepted in the United States of America.
February 18, 2003
21
Exhibit A
CAROLINA INVESTMENT PARTNERS
LIMITED PARTNERSHIP
Raleigh, North Carolina
BALANCE SHEETS
ASSETS
December 31
---------------------------
2002 2001
------------ ------------
ASSETS:
Cash $ 70,960 $ 64,999
Short-term investments 97,862 148,843
Land held for investment (Note 4) 3,594,592 3,594,592
Accounts receivable - related party 4,100 4,068
------------ ------------
$ 3,767,514 $ 3,812,502
============ ============
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:
Accounts payable - trade $ 12,381 $ 12,093
Accounts payable - related party 0 292
Distributions not claimed by limited partners 119,641 114,668
------------ ------------
Total Liabilities $ 132,022 $ 127,053
------------ ------------
PARTNERS' EQUITY:
General Partner's equity $ 0 $ 0
Limited partners' equity; 5,900 units
authorized, issued and outstanding 3,635,492 3,685,449
------------ ------------
Total Partners' Equity $ 3,635,492 $ 3,685,449
------------ ------------
$ 3,767,514 $ 3,812,502
============ ============
The Notes to Financial Statements are an integral part of this statement.
22
Exhibit B
CAROLINA INVESTMENT PARTNERS
LIMITED PARTNERSHIP
Raleigh, North Carolina
STATEMENTS OF OPERATIONS
Year Ended December 31
--------------------------------------
2002 2001 2000
---------- ---------- ----------
REVENUES:
Interest and other income $ 1,719 $ 3,555 $ 8,748
---------- ---------- ----------
OPERATING EXPENSES:
General and administrative expenses $ 48,676 $ 55,161 $ 52,151
Related party expenses 3,000 3,158 4,314
---------- ---------- ----------
Total Operating Expenses $ 51,676 $ 58,319 $ 56,465
---------- ---------- ----------
NET LOSS $ (49,957) $ (54,764) $ (47,717)
========== ========== ==========
ALLOCATION OF NET LOSS (Note 2):
To General Partner $ 0 $ 0 $ 0
To limited partners (49,957) (54,764) (47,717)
---------- ---------- ----------
$ (49,957) $ (54,764) $ (47,717)
========== ========== ==========
NET LOSS PER LIMITED PARTNERSHIP UNIT:
(Based on 5,900 weighted average limited
partnership units outstanding during each year)
From other operations $ (8.47) $ (9.28) $ (8.08)
========== ========== ==========
The Notes to Financial Statements are an integral part of this statement.
23
Exhibit C
CAROLINA INVESTMENT PARTNERS
LIMITED PARTNERSHIP
Raleigh, North Carolina
STATEMENTS OF CHANGES IN PARTNERS' EQUITY
Limited General Limited
Partnership Partner's Partners'
Units Equity Equity Total
----------- ----------- ----------- -----------
Balance at January 1, 2000 5,900 $ 0 $ 3,787,930 $ 3,787,930
Net loss for 2000 0 0 (47,717) (47,717)
----------- ----------- ----------- -----------
Balance at December 31, 2000 5,900 $ 0 $ 3,740,213 $ 3,740,213
Net loss for 2001 0 0 (54,764) (54,764)
----------- ----------- ----------- -----------
Balance at December 31, 2001 5,900 $ 0 $ 3,685,449 $ 3,685,449
Net loss for 2002 0 0 (49,957) (49,957)
----------- ----------- ----------- -----------
Balance at December 31, 2002 5,900 $ 0 $ 3,635,492 $ 3,635,492
=========== =========== =========== ===========
The Notes to Financial Statements are an integral part of this statement.
24
Exhibit D
CAROLINA INVESTMENT PARTNERS
LIMITED PARTNERSHIP
Raleigh, North Carolina
STATEMENTS OF CASH FLOWS
Year Ended December 31
-----------------------------------
2002 2001 2000
--------- --------- ---------
OPERATING ACTIVITIES:
Net loss $ (49,957) $ (54,764) $ (47,717)
Adjustments to reconcile net loss to
net cash used in operating activities:
Changes in operating assets and liabilities:
Accounts receivable - related party (32) (129) (355)
Accounts payable - trade 288 1,820 (2,237)
Accounts payable - related party (292) (5,866) 3,158
Distributions not claimed by limited partners 4,973 (439) (27,618)
--------- --------- ---------
Net Cash Used In Operating Activities $ (45,020) $ (59,378) $ (74,769)
--------- --------- ---------
NET DECREASE IN CASH $ (45,020) $ (59,378) $ (74,769)
CASH AND CASH EQUIVALENTS -
BEGINNING OF YEAR 213,842 273,220 347,989
--------- --------- ---------
CASH AND CASH EQUIVALENTS -
END OF YEAR $ 168,822 $ 213,842 $ 273,220
========= ========= =========
Supplemental Disclosure of Cash Flows Information:
Cash and cash equivalents:
Cash $ 70,960 $ 64,999 $ 47,457
Short-term investments 97,862 148,843 225,763
--------- --------- ---------
$ 168,822 $ 213,842 $ 273,220
========= ========= =========
The Notes to Financial Statements are an integral part of this statement.
25
CAROLINA INVESTMENT PARTNERS
LIMITED PARTNERSHIP
Raleigh, North Carolina
NOTES TO FINANCIAL STATEMENTS
December 31, 2002
(1) ORGANIZATION AND NATURE OF OPERATIONS
Carolina Investment Partners Limited Partnership (the "Partnership") was
organized in 1985 to invest in real property which it will sell or lease
undeveloped or develop into office or commercial projects. Walsmith
Associates Two, a North Carolina General Partnership, is the general
partner ("General Partner"). The Partnership has invested in real estate
located in Cary, North Carolina.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Statement of Cash Flows
For the purposes of reporting cash flows, the Partnership considers cash
equivalents to be cash on hand, cash in banks, and all highly liquid debt
instruments with a maturity of less than three months.
Land Held for Investment
Land held for investment is stated at contract cost plus highway
interchange construction costs and capitalized appraisal, survey, and
closing costs and adjusted for impairments as required by Financial
Accounting Standards Board Statement No. 144. Management compares the cost
of land held to sales of similar property and obtains an independent
appraisal to determine the potential for impairment. There are no material
differences between the book and federal tax cost basis of the property.
Income Taxes
No provision has been made for income taxes since income or loss is
includable in the partners' returns as they report to tax authorities in
their respective capacities as partners.
Management's Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions. These affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
26
CAROLINA INVESTMENT PARTNERS
LIMITED PARTNERSHIP
Raleigh, North Carolina
NOTES TO FINANCIAL STATEMENTS
December 31, 2002
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Concentrations of Credit Risk
The Partnership maintains cash deposits in banks in excess of the federally
insured amounts.
Allocation of Net Income or Net Loss
Pursuant to the Partnership Agreement, the General Partner is allocated 1%
of each material item of Partnership income, gain, loss, deduction or
credit. The limited partners receive 99% of each material item of
Partnership income, gain, loss, deduction or credit until their original
capital contributions plus interest have been distributed (see Cash
Distribution Policy below). Thereafter, the net income is allocated 10% to
the General Partner and 90% to the limited partners.
Net loss is allocated 10% to the General Partner and 90% to the limited
partners. The Partnership Agreement provides that no partner's capital
account balance shall be less than zero. For purposes of the allocation,
net income or net loss is the amount recognized by the Partnership for
federal income tax purposes, excluding gains or losses from the disposition
of land. For the years ended December 31, 2002, 2001 and 2000 there were no
material differences between net income (loss) as reported for financial
statement and federal income tax purposes.
Cash Distribution Policy
The General Partner receives cash to the extent it is allocated income.
Otherwise, all distributions are to the limited partners until such time as
these distributions equal 100% of their original capital contributions plus
an additional return of 10% per annum simple interest on their outstanding
capital contribution (original contributions as reduced by any prior
distributions). Thereafter, Partnership distributions will be allocated 10%
to the General Partner and 90% to the limited partners.
Cash and Short-Term Investments
Cash and short-term investments consisted of cash in banks and money market
funds. They are reported at current value.
27
CAROLINA INVESTMENT PARTNERS
LIMITED PARTNERSHIP
Raleigh, North Carolina
NOTES TO FINANCIAL STATEMENTS
December 31, 2002
(3) RELATED PARTY TRANSACTIONS
The Partnership Agreement allows the General Partner to receive a broker
listing fee of 5% of the sales price for all properties sold by the
Partnership to unaffiliated buyers. There were no land sales during the
years ended December 31, 2002, 2001 and 2000; therefore, no broker listing
fees were paid.
The Partnership Agreement allows the Partnership to pay the General Partner
a $3,000 annual management fee while the properties are in an undeveloped
state. In addition, affiliates of the General Partner performed Partnership
accounting, SEC reporting and administrative services totaling $0, $158 and
$1,314 during 2002, 2001 and 2000, respectively. Amounts payable to related
parties at December 31, 2002 and 2001 were $0 and $292, respectively.
Accounts receivable - related party included on Exhibit A consists of
income taxes paid on behalf of out-of-state partners. This receivable will
be offset against the next cash distribution.
(4) LAND HELD FOR INVESTMENT
In June 1986, the Partnership purchased for approximately $3,080,200 an
undeveloped 26.7 acre parcel of land in Cary, North Carolina, known as the
Martin Parcel, from an affiliate of the General Partner. An additional
$514,392 was spent for highway interchange construction costs, capitalized
appraisal, survey, and closing costs. Subsequent to the purchase of the
land, approximately 1.6 acres was used in the highway interchange and
approximately 4.2 acres was designated as a buffer zone.
In November 2002, the Partnership entered into an agreement to sell
approximately 2.5 acres of the Martin Parcel with an option to sell an
additional 6.84 acres. The contract contained a provision allowing the
buyer to terminate the contract without penalties during a designated
due-diligence period. Subsequent to December 31, 2002, the contract was
modified and the due-diligence period was extended. As of the date of this
report, the property had not been sold and the buyer was still in the
due-diligence period.
28
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
3.1 Amended Agreement of Limited Partnership of the
Registrant (incorporated by reference to Exhibit
4.1 to the Registrant's Annual Report filed on
Form 10-K for the year ended December 31, 1986).
10.1 Purchase Agreement between Registrant and Walsmith
Associates regarding the Martin Parcel
(incorporated by reference to Exhibit 10.1to the
Registrant's Annual Report filed on Form 10-K for
the year ended December 31, 1986).
10.2 Offer to Purchase and Contract for the Sale and
Purchase of Real Estate, dated as of January 24,
1986, between Wellington Park Associates and the
Registrant (incorporated by reference to Exhibit
6A to the Registrant's Quarterly Report filed on
Form 10-Q for the period ended June 30, 1989).
10.3 Agreement between the North Carolina Department of
Transportation and Walsmith Associates
(incorporated by reference to Exhibit 10.3 to the
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1986).
10.4 Assignment and Assumption Agreement between the
Registrant and Walsmith Associates (incorporated
by reference to Exhibit 10.4 to the Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1986).
10.5 Amendment to Offer to Purchase and Contract for
the Sale and Purchase of Real Estate, dated as of
February 1, 1990, between Wellington Park
Associates and the Registrant (incorporated by
29
reference to Exhibit 10.6 to the Registrant's
Annual Report filed on Form 10-K for the period
ended December 31, 1989).
10.6 Agreement for the Purchase and Sale of Real
Estate, dated as of April 20, 1995, between
Churchill & Banks, Ltd., ADA Corporation of North
Carolina, and the Registrant (incorporated by
reference to Exhibit C to the Registrant's Current
Report filed on Form 8-K, dated April 20, 1995).
10.7 First Amendment to the Agreement for the Purchase
and Sale of Real Estate, dated as of August 9,
1995, between Churchill & Banks, Ltd., ADA
Corporation of North Carolina, and the Registrant
(incorporated by reference to Exhibit C to the
Registrant's Current Report filed on Form 8-K,
dated August 9, 1995).
10.8 Second Amendment to the Agreement for the Purchase
and Sale of Real Estate, dated as of April 19,
1997, between Churchill & Banks, Ltd., ADA
Corporation of North Carolina, and the Registrant
(incorporated by reference to Exhibit 28.5 to the
Registrant's Quarterly Report filed on Form 10-Q
for the period ended March 31, 1997).
10.9 Third Amendment to the Agreement for the Purchase
and Sale of Real Estate, dated as of September 10,
1997, between Churchill & Banks, Ltd., ADA
Corporation of North Carolina, and the Registrant
(incorporated by reference to Exhibit 10.1 to the
Registrant's Current Report filed on Form 8-K,
dated September 25, 1997).
10.10 Fourth Amendment to the Agreement for the Purchase
and Sale of Real Estate, dated as of September,
1997, between Churchill & Banks, Ltd., ADA
30
Corporation of North Carolina, and the Registrant
(incorporated by reference to Exhibit 10.2 to the
Registrant's Current Report filed on Form 8-K,
dated September 25, 1997).
10.11 Fifth Amendment to the Agreement for the Purchase
and Sale of Real Estate, dated as of September 27,
1997, between Wellington Center Associates, LLC,
ADA Corporation of North Carolina, and the
Registrant (incorporated by reference to Exhibit
10.3 to the Registrant's Current Report filed on
Form 8-K, dated September 25, 1997).
10.12 Sixth Amendment to the Agreement for the Purchase
and Sale of Real Estate, dated as of September 12,
1997, between Wellington Center Associates, LLC,
ADA Corporation of North Carolina, and the
Registrant (incorporated by reference to Exhibit
10.12 to the Registrant's Quarterly Report filed
on Form 10-Q for the period ended September 30,
1997).
10.13 Letter Agreement to amend the Agreement for the
Purchase and Sale of Real Estate, dated December
12, 1997 between Churchill & Banks, Ltd., ADA
Corporation of North Carolina, and the Registrant
(incorporated by reference to Exhibit 10.13 to the
Registrant's Quarterly Report filed on Form 10-Q
for the period ended March 31, 1998).
10.14 Eighth Amendment to the Agreement for the Purchase
and Sale of Real Estate, dated March 24, 1998
between Churchill & Banks, Ltd., ADA Corporation
of North Carolina, and the Registrant
(incorporated by reference to Exhibit 10.14 to the
Registrant's Quarterly Report filed on Form 10-Q
for the period ended March 31, 1998).
31
10.15 Agreement of Purchase and Sale, dated October 29,
2002, between Valterra Holdings, LLC and the
Registrant.
99.1 Certification pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99.2 Certification pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32