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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------------
FORM 10-Q
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(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003.
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________ to _______________.
Commission file number 0-15571
CAROLINA INVESTMENT PARTNERS, LIMITED PARTNERSHIP
(Exact name or registrant as specified in its charter)
North Carolina 56-1494619
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
4000 Blue Ridge Road, Suite 100
Raleigh, North Carolina 27612
(Address of principal executive office)
(Zip Code)
(919) 781-1700
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No _____
-----
The Exhibit Index is located on Page 12.
PART I - FINANCIAL INFORMATION
Item 1. Financial Information
a) Income Statement
STATEMENTS OF INCOME (Unaudited)
Three Months Ended
March 31
2003 2002
----------------- -----------------
Interest and other income $ 271 $ 554
----------------- -----------------
Total Income 271 554
General and
Administrative expenses 5,690 8,041
----------------- -----------------
NET INCOME (LOSS) $ (5,419) $ (7,487)
================= =================
Allocation of net income (loss)
to:
General Partner:
From other operations $ -0- $ -0-
----------------- -----------------
Total to General Partner -0- -0-
----------------- -----------------
Limited Partners:
From other operations (5,419) (7,487)
----------------- -----------------
(5,419) (7,487)
----------------- -----------------
TOTAL ALLOCATION $ (5,419) $ (7,487)
================= =================
Net income (loss) per
limited partnership unit
(based on 5,900 weighted
average limited partnership
units outstanding):
From other operations $ (0.92) $ (1.27)
----------------- -----------------
TOTAL PER UNIT $ (0.92) $ (1.27)
================= =================
See notes to unaudited financial statements.
2
b) Balance Sheets
BALANCE SHEETS
March 31, 2003 December 31,2002
(Unaudited) (Unaudited)
--------------- ----------------
ASSETS
Cash $ 68,471 $ 70,960
Short-term investments 95,953 97,862
--------------- ----------------
CASH AND CASH EQUIVALENTS 164,424 168,822
Land held for investment--Note B 3,594,592 3,594,592
Other assets 6,352 4,100
--------------- ----------------
TOTAL ASSETS $ 3,765,368 $ 3,767,514
=============== ================
LIABILITIES AND PARTNERS' EQUITY
Trade accounts payable and other
accrued liabilities $ 15,654 $ 12,381
Distribution not claimed by limited partners 119,641 119,641
Accounts payable-related party -0- -0-
--------------- ----------------
TOTAL LIABILITIES $ 135,295 $ 132,022
--------------- ----------------
PARTNERS' EQUITY
General partner's equity $ -0- $ -0-
Limited partners' equity; 5,900 units
authorized, issued, and outstanding 3,630,073 3,635,492
--------------- ----------------
TOTAL PARTNERS' EQUITY $ 3,630,073 $ 3,635,492
--------------- ----------------
TOTAL LIABILITIES
AND PARTNERS' EQUITY $ 3,765,368 $ 3,767,514
=============== ================
See notes to unaudited financial statements.
3
c) Statements of Changes in Partners' Capital
STATEMENTS OF CHANGES IN PARTNERS' EQUITY (Unaudited)
Limited General Limited
Partnership Partner's Partners'
Units Equity Equity Total
-------------- ------------- --------------- -------------
Balance at
January 1, 2003 5,900 $ -0- $ 3,635,492 $ 3,635,492
Net loss for the
three months ended
March 31, 2003 (5,419) (5,419)
-------------- ------------- --------------- -------------
BALANCE AT
MARCH 31, 2003 5,900 $ -0- $ 3,630,703 $ 3,630,073
============== ============= =============== =============
Balance at
January 1, 2002 5,900 $ -0- $ 3,685,449 $ 3,685,449
Net income for the
three months ended
March 31, 2002 (7,487) (7,487)
-------------- ------------- --------------- -------------
BALANCE AT
MARCH 31, 2002 5,900 $ -0- $ 3,677,962 $ 3,677,962
============== ============= =============== =============
See notes to unaudited financial statements.
4
d) Statements of Changes in Financial Position
STATEMENTS OF CASH FLOW (Unaudited)
Three Months Ended
March 31
2003 2002
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (5,419) $ (7,487)
Changes in assets and liabilities:
(Increase) decrease in other assets (2,252) (32)
Increase (decrease) in trade accounts payable and
Distributions not claimed by limited partners 3,273 641
------------ ------------
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES (4,398) (6,878)
------------ ------------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (4,398) (6,878)
Cash and cash equivalents at beginning
of period 168,822 213,842
------------ ------------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 164,424 $ 206,964
============ ============
Supplemental disclosures of cash flow information Cash paid for interest during
the three months ended March 31 was $0 in 2003 and $0 in 2002.
See notes to unaudited financial statements.
5
e) Notes to Financial Statements
NOTES TO UNAUDITED FINANCIAL STATEMENTS
March 31, 2003
NOTE A - SIGNIFICANT ACCOUNTING POLICIES AND PARTNERSHIP MATTERS
Carolina Investment Partners, Limited Partnership (the "Registrant"), 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 (the "General
Partner").
Basis of Presentation:
The accompanying March 31, 2003 financial statements of the Registrant are
unaudited. In the opinion of the General Partner, all adjustments (consisting of
normal accruals) considered necessary for a fair presentation have been
included. Operating results for the period presented are not necessarily
indicative of the results that may be expected for the entire year.
NOTE B - LAND HELD FOR INVESTMENT AND RELATED COMMITMENTS AND TRANSACTIONS
In July, 1986, the Registrant purchased for $1,223,175 an undeveloped 16.3-acre
parcel of land in Cary, North Carolina, known as the Wellington Parcel, from
Wellington Park Associates ("WPA"), an affiliate of the General Partner. The
land was carried at the lower of (i) contract cost plus capitalized purchase and
closing costs or (ii) net realizable value. The contract under which the
Registrant purchased the parcel provided that WPA would share with the
Registrant in any profits resulting from the sale of the Wellington Parcel.
In June 1986, the Registrant 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. The land is carried at
the lower of (i) contract cost plus capitalized purchase and closing costs or
(ii) net realizable value.
In 1996, 1997 and 1998 the Registrant sold the Wellington Parcel to a third
party under the terms of an Agreement for the Purchase and Sale of Real Estate,
as amended ("the Agreement"), between the Registrant, Wellington Center
Associates LLC (successor to Churchill & Banks, Ltd.) ("WCA"), and ADA
Corporation of North Carolina ("ADA"), an affiliate of the Registrant's General
Partner. The total sales price for the property sold, a portion of which was
owned by ADA, was $3,927,636. This sales price was allocated among the
Registrant and ADA based upon acreage sold by each, with $3,730,963 to the
Registrant and $196,673 to ADA. As of April 9, 1998, all of the Wellington
Parcel was sold.
6
On November 1, 2002, the Registrant entered into a contract of purchase and sale
for the sale 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. As of May 10, 2003, the sale has not been
completed.
7
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The Registrant's operations resulted in net loss of $(5,419) during the quarter
ended March 31, 2003 compared to a net loss of $(7,487) during the same period
of 2002. The primary differences between 2003 and 2002 were:
. In the first quarter of 2003, there was interest income from the money
market account of $120 compared to interest income of $329 from the money
market account in the first quarter of 2002. This decrease in interest
income was due to a lower average account balance in the money market
during the first quarter of 2003 compared to the first quarter of 2002.
. Office Expenses in the first quarter of 2003 decreased by $1,382 compared
to the first quarter of 2002. This was mostly due to a decrease in
expenses related to printing and mailing.
As of May 10, 2003, the Registrant has $164,424 in cash and short-term
investments, which is sufficient to meet its needs during the next year.
The Registrant maintains its excess funds in a money market account at RBC
Centura Bank. The General Partner believes these accounts are an appropriate
investment of the Registrant's funds. Until its properties are sold, placed into
development and/or refinanced, the Registrant anticipates deficits from
operations and administrative expenses.
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.
8
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 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 Litigation
Securities 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 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4. 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 the Quarterly Report on Form 10-Q. 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.
9
Part II
Item 6. Exhibits and Reports on Form 8-K
(a) 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
10.1to 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).
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).
10
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 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 on Form 10-Q,
dated September 30, 1997).
11
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 Sales, dated
October 29, 2002, between Valterra Holdings,
LLC and the Registrant (incorporated by
Reference to Exhibit 10.15 to the
Registrant's Annual Report filed on Form 10-K
for the period ended December 31, 2002).
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.
Reports on Form 8-K. None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused the report to be signed on its behalf by the
undersigned thereunto duly authorized.
CAROLINA INVESTMENT PARTNERS
LIMITED PARTNERSHIP (Registrant)
BY: WALSMITH ASSOCIATES TWO,
General Partner
By: /s/ Alton L. Smith III
-----------------------
Alton L. Smith III, General Partner
Date: May 10, 2003
12
CERTIFICATION
PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Alton L. Smith III, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Carolina Investment
Partners Limited Partnership;
2. Based on my knowledge, this quarterly 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 quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly 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 quarterly 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 quarterly report (the "Evaluation Date"); and
c) presented in this quarterly 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
13
6. The registrant's other certifying officers and I have indicated in this
quarterly 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: May 10, 2003
/s/ Alton L. Smith III
-------------------------------------------------
Alton L. Smith III, General Partner of Walsmith
Associates Two, General Partner of the Registrant
14
CERTIFICATION
PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT 0F 2002
I, Donald F. Walston, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Carolina Investment
Partners Limited Partnership;
2. Based on my knowledge, this quarterly 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 quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly 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 quarterly 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 quarterly report (the "Evaluation Date"); and
c) presented in this quarterly 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
quarterly 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: May 10, 2003
/s/ Donald F. Walston
-------------------------------------------------
Donald F. Walston, General Partner of Walsmith
Associates Two, General Partner of the Registrant
16
INDEX
TO EXHIBITS
Exhibit No. Description Page
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).
17
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).
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, 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).
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
18
(incorporated 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).
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).
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 Registrant (incorporated by
reference to Exhibit 10.3 to the Registrant's
Current Report filed on Form 8-K, dated
September 25, 1996).
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 as of
December 12, 1997, between Churchill & Banks,
Ltd., ADA Corporation of North Carolina, and the
Registrant (incorporated by reference to Exhibit
19
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 as of
March 24, 1998 between Wellington Center
Associates, LLC, 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).
10.15 Agreement of Purchase and Sale, dated October
29, 2002, between Valterra Holdings, LLC and the
Registrant (incorporated by reference to Exhibit
10.15 to the Registrant's Annual Report filed on
Form 10-K for the period ended December 31,
2002).
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.
20