<PAGE> 1
THIS DOCUMENT IS A COPY OF THE FORM 10Q FILED ON 11/15/96 PURSUANT
TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------------
FORM 10-Q
--------------------------------------------
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996.
[ ] 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)
Suite 100, 4000 Blue Ridge Road
Raleigh, North Carolina 27612
(Address of principal executive office)
(Zip Code)
(919) 781-1700
(Registrant's telephone number, including area code)
Suite 210, 4112 Blue Ridge Road Raleigh, NC 27612
(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 13.
1
<PAGE> 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Information
a) Income Statement
STATEMENTS OF INCOME (Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Gain on sale of land $ 1,382,081 $ -0- $ 1,382,081 $ -0-
Timber income -0- -0- -0- 35,664
Deposits on sales contract -0- -0- 11,300 -0-
Interest and other income 172 298 596 934
----------------- ---------------------- ----------------- ----------------------
Total Income 1,382,253 298 1,393,977 36,598
General and
administrative expenses 20,625 11,600 43,067 35,349
----------------- ---------------------- ----------------- ----------------------
NET INCOME
(LOSS) $ 1,361,628 $ (11,302) $ 1,350,910 $ 1,249
================= ====================== ================= ======================
Allocation of net income
(loss) to:
General Partner:
From Gain on sale of land $ 13,821 $ -0- $ 13,821 $ -0-
From other operations -0- (114) -0- 12
----------------- ---------------------- ----------------- ----------------------
Total to General Partner 13,821 (114) 13,821 12
----------------- ---------------------- ----------------- ----------------------
Limited Partners:
From Gain on sale of land 1,368,260 -0- 1,368,260 -0-
From other operations (20,453) (11,188) (31,171) 1,237
----------------- ---------------------- ----------------- ----------------------
Total to Limited Partners 1,347,807 (11,188) 1,337,089 1,237
----------------- ---------------------- ----------------- ----------------------
$ 1,361,628 $ (11,302) $ 1,350,910 $ 1,249
================= ====================== ================= ======================
Net income (loss) per
limited partnership unit
(based on 5,900 weighted
average limited partnership
units outstanding):
From Gain on sale
of land $ 231.91 $ -0- $ 231.91 $ -0-
From other operations (3.47) (1.90) (5.28) .21
----------------- ---------------------- ----------------- ----------------------
$ 228.44 $ (1.90) $ 226.63 $ .21
================= ====================== ================= ======================
=======================================================================================================================
</TABLE>
See notes to unaudited financial statements.
2
<PAGE> 3
b) Balance Sheets
BALANCE SHEETS
<TABLE>
<CAPTION>
September 30 December 31
1996 1995
(Unaudited)
<S> <C> <C>
ASSETS
Cash $ 2,170,474 $ 542
Short-term investment 11,192 32,796
-------------------- ----------------
CASH AND CASH EQUIVALENTS 2,181,666 33,338
Land held for investment--Note B 4,001,280 4,822,183
Other assets 2,521 103
-------------------- ----------------
TOTAL ASSETS $ 6,185,467 $ 4,855,624
==================== ================
LIABILITIES AND PARTNERS' EQUITY
Trade accounts payable and other
accrued liabilities $ 15,989 $ 20,992
Note payable to General
Partner -- Note C -0- 16,064
-------------------- ----------------
TOTAL LIABILITIES 15,989 37,056
PARTNERS' EQUITY
General partner's equity 13,821 -0-
Limited partners' equity; 5900 units
authorized, issued, and outstanding 6,155,657 4,818,568
-------------------- ----------------
TOTAL PARTNERS' EQUITY 6,169,478 4,818,568
-------------------- ----------------
TOTAL LIABILITIES
AND PARTNERS' EQUITY $ 6,185,467 $ 4,855,624
==================== ================
</TABLE>
See notes to unaudited financial statements.
3
<PAGE> 4
c) Statements of Changes in Partners' Capital
STATEMENTS OF CHANGES IN PARTNERS' EQUITY (Unaudited)
<TABLE>
<CAPTION>
Limited General Limited
Partnership Partner's Partners'
Units Equity Equity Total
------------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C>
Balance at
January 1, 1996 5,900 $ -0- $ 4,818,568 $ 4,818,568
Net income for the
nine months ended
September 30, 1996 -0- 13,821 1,337,089 1,350,910
------------------- -------------- --------------- ---------------
BALANCE AT
SEPTEMBER 30, 1996 5,900 $ 13,821 $ 6,155,657 $ 6,169,478
=================== ============== =============== ===============
Balance at
January 1, 1995 5,900 $ -0- $ 4,820,865 $ 4,820,865
Net income for the
nine months ended
September 30, 1995 -0- 12 1,237 1,249
------------------- -------------- --------------- ---------------
BALANCE AT
SEPTEMBER 30, 1995 5,900 $ 12 $ 4,822,102 $ 4,822,114
=================== ============== =============== ===============
</TABLE>
See notes to unaudited financial statements.
4
<PAGE> 5
d) Statements of Changes in Financial Position
STATEMENTS OF CASH FLOW (Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30
1996 1995
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,350,910 $ 1,249
Changes in assets and liabilities:
Decrease in land held for investment 820,903 -0-
Increase in other assets (2,418) (750)
Increase (decrease) in trade accounts payable (5,003) 13,897
------------ -----------
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES 2,164,392 14,396
------------ -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan from General Partner -0- 55,000
Repayment of loan from General Partner (16,064) (38,664)
------------ -----------
NET CASH PROVIDED (USED) BY
FINANCING ACTIVITIES (16,064) 16,336
------------ -----------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 2,148,328 30,732
Cash and cash equivalents at beginning
of period 33,338 4,065
------------ -----------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 2,181,666 $ 34,797
============ ===========
</TABLE>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest during the nine months ended
September 30 was $1,127 in 1996 and $1,106 in 1995.
See notes to unaudited financial statements.
5
<PAGE> 6
e) Notes to Financial Statements
NOTES TO UNAUDITED FINANCIAL STATEMENTS
September 30, 1996
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 September 30, 1996 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 is carried at the lower of (i) contract cost plus capitalized purchase and
closing costs or (ii) net realizable value. The Registrant may, at its option,
require WPA to repurchase the Wellington Parcel for approximately $3,669,000
(the "Put Option"). The contract under which the Registrant purchased the
parcel provides that WPA will share with the Registrant in any profits
resulting from the sale of the Wellington Parcel. More than 87.5% of the
profits will be retained by the Registrant if the Wellington Parcel is sold to
a third party other than by exercise of the Put Option by the Registrant. If
the Put Option is exercised, the Registrant will retain only 50% of the profit
from 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 September 1996 the Registrant sold approximately 10.9 acres of the
Wellington Parcel to a third party under the terms of an Agreement for the
Purchase and Sale of Real Estate, as amended, between the Registrant, Churchill
& Banks, Ltd. ("Churchill & Banks") 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
$2,400,000. This sales price was allocated among the Registrant and ADA based
upon acreage sold by each, with $2,388,000 to the Registrant and $12,000 to
ADA.
6
<PAGE> 7
The Registrant's proceeds were utilized as follows:
<TABLE>
<S> <C>
Gross sales price $ 2,388,000
Commissions and broker re-allowance fee (179,100)
Deed stamps and attorney fees (5,916)
-----------
Net sales proceeds $ 2,202,984
Wellington Parcel property taxes (16,511)
Repayment of note payable to General (16,819)
Partner
Funds reserved for future operating needs (199,833)
-----------
Funds available for distribution to partners $ 1,969,82
===========
</TABLE>
Under the terms of the contract through which the Registrant purchased the
Wellington Parcel (see discussion above) none of the profit was due to WPA.
The Registrant's Partnership Agreement calls for the General Partner to be
allocated, at a minimum, 1% of any gain from the sale of property. To the
extent the General Partner is allocated gain, it also receives a distribution.
Accordingly, the General Partner's share of the gain is $13,821 (net sales
proceeds of $2,202,984 less the Registrant's basis in the property sold,
$820,903, equals a gain of $1,382,081; 1% of which is $13,821).
On November 4, 1996 the Registrant distributed a total of $1,969,821, with
$1,956,000 going to the limited partners ($331.53 per unit) and $13,821 to the
General Partner.
NOTE C - NOTE PAYABLE TO GENERAL PARTNER
On February 2, 1995 the Registrant borrowed $55,000 from its General Partner.
This note, which was paid down to a principal balance of $16,064, matured on
June 1, 1996. The Registrant signed a new note dated June 1, 1996 for $16,064,
payable to its General Partner. The note bears interest at the rate of prime
plus 1%, which is payable quarterly. This note was repaid in full in September,
1996.
7
<PAGE> 8
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The Registrant's operations resulted in net income of $1,361,628 and
$1,350,910 during the quarter and nine months ended September 30, 1996,
respectively, compared to a net loss of $11,302 and net income of $1,249 during
the same periods of 1995. The primary differences between 1996 and 1995 were:
Quarter Ended September 30
- A gain of $1,382,081 in 1996 from the sale of approximately 10.9 acres
of the Registrant's Wellington Parcel (see discussion below) and no similar
transaction in 1995, and
- A $10,674 increase in 1996 property expense due to rezoning of the
property.
Nine Months Ended September 30
- A gain of $1,382,081 in 1996 from the sale of approximately 10.9 acres
of the Registrant's Wellington Parcel (see discussion below) (and no similar
transaction in 1995) and
- $11,300 in non-refundable deposits in 1996 for extensions of the Closing
Date on the Wellington Parcel contract, and
- in 1995 the Registrant had timber removed from one of its properties
resulting in income of $35,664, and
- A $10,653 increase in 1996 property tax expense due to rezoning of the
Wellington Property.
On February 2, 1995 the Registrant borrowed $55,000 from the General
Partner to replenish its cash balance which had been depleted by operating
expenses. In February and March 1995, the Registrant had timber removed from
its properties generating income of $35,664, which was repaid against the loan
from the General Partner. Further payments reduced the note balance to
$16,064. The note matured on June 1, 1996. A new note for $16,064 bearing
interest at prime plus one percent was issued on June 1, 1996. This note was
repaid in full when the Registrant sold some of its property in September 1996.
The Registrant, Churchill & Banks, Ltd. ("Churchill & Banks"), and ADA
Corporation of North Carolina ("ADA"), which is affiliated with the General
Partner, executed an agreement for Churchill & Banks to purchase certain tracts
of real property owned by the Registrant (the Wellington Parcel) and ADA. The
agreement was amended in August 1995, April 1996, and three times in September
1996. In addition to other matters, the amendments to the agreement provided
for 10.96 acres (the "Main Site"), of which 10.91 acres is owned by the
Registrant, to close in September 1996 and closing on the remaining 6.21 acres,
consisting of four outparcels (the "Outparcels"), of which 5.40 acres is owned
by the Registrant, to occur by March 10, 1997, with an additional 6 month
extension possible on the Outparcels. The purchase price for the land is $5.25
per net square foot, which yields a sales price to the Registrant and ADA of
$3,927,750. The closing for the sale of the Main Site was held on September
25, 1996. The Registrant's net sales proceeds was $2,202,984 (net of closing
costs) for the sale of the Main Site. The Agreement contains a number of
conditions to closing which must be satisfied prior to closing on the
Outparcels. Consequently, there can be no assurance that the Agreement will
result in a closing on the Outparcels.
8
<PAGE> 9
On November 4, 1996 the Registrant distributed approximately $1,970,000 to
the limited partners and General Partner in accordance with the Partnership
Agreement. The Registrant retained approximately $200,000 from the sale of the
Main Site to meet future operating needs.
As of November 11, 1996, the Registrant has $215,487 in cash and
short-term investments, which is sufficient to meet its needs during the next
year. The General Partner anticipates the sale and closing of the Outparcels
(see discussion above) during the next five months. These sales, if closed,
will provide the Registrant with additional funds. The Registrant expects to
retain approximately $100,000 from such sales, if any, for future operating
needs and distribute the remainder to the partners in accordance with the
Partnership Agreement.
The Registrant maintains its excess funds in a money market account at
Triangle Bank. The General Partner believes this account is 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.
PART II - OTHER INFORMATION
<TABLE>
<S> <C> <C>
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit No.27 Financial Data Schedule
Exhibit No. 28.1 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).
</TABLE>
9
<PAGE> 10
<TABLE>
<CAPTION>
<S> <C>
Exhibit No. 28.2 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. 28.3 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. 28.4 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. 28.5 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. 28.6 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. 28.7 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. 28.8 Fifth Amendment to the Agreement for
the Purchase and Sale of Real Estate,
dated as of
</TABLE>
10
<PAGE> 11
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).
(b) Reports on Form 8-K. The Registrant filed a report on Form 8-K
during the quarter for which this report is filed; the Form 8-K
reported Item 2, Acquisition or Disposition of Assets, and was
dated September 25, 1996.
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.
11
<PAGE> 12
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
/s/ Alton L. Smith, III
-------------------------------------
Alton L. Smith, III, General Partner
Date: November 15, 1996.
12
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequential
Exhibit No. Description Page No.
- - ----------- ----------- ----------
<S> <C> <C>
27 Financial Data Schedule
28.1 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).
28.2 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).
28.3 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).
28.4 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) .
28.5 Second Amendment to the Agreement for the Purchase and
Sale of Real Estate, dated as of April 19, 1996,
between
</TABLE>
13
<PAGE> 14
<TABLE>
<S> <C>
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).
28.6 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).
28.7 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).
28.8 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).
</TABLE>
14
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 2,181,666
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 4,001,280
<DEPRECIATION> 0
<TOTAL-ASSETS> 6,185,467
<CURRENT-LIABILITIES> 15,989
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 6,169,478
<TOTAL-LIABILITY-AND-EQUITY> 6,185,467
<SALES> 1,382,081
<TOTAL-REVENUES> 1,382,253
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 20,625
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,361,628
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,361,628
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,361,628
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
