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 June 30, 1997
[ ] 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 15.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Information
a) Income Statement
<TABLE>
<CAPTION>
STATEMENTS OF INCOME (Unaudited)
Three Months Ended Six Months Ended
June 30 June 30
<S> <C> <C> <C> <C>
1997 1996 1997 1996
---- ---- ---- ----
Gain on sale of land $ 169,678 $ -0- $ 169,678 $ -0-
Deposits on sales contract -0- 9,500 -0- 11,300
Interest and other income 14,073 159 14,626 424
----------------- --------------- ------------------ ----------------
Total Income 183,751 9,659 184,304 11,724
General and administrative expenses 14,995 13,166 32,622 22,442
----------------- --------------- ------------------ ----------------
NET INCOME (LOSS) $ 168,756 $ (3,507) $ 151,682 $ (10,718)
================= =============== ================== ================
Allocation of net income (loss) to:
General Partner:
From Gain on sale of land $ 1,697 $ -0- $ 1,697 $ -0-
From other operations -0- -0- -0- -0-
----------------- --------------- ------------------ ----------------
Total to General Partner 1,697 -0- 1,697 -0-
----------------- --------------- ------------------ ----------------
Limited Partners:
From Gain on sale of land 167,981 -0- 167,981 -0-
From other operations (922) (3,507) (17,996) (10,718)
----------------- --------------- ------------------ ----------------
Total to Limited Partners 167,059 (3,507) 149,985 (10,718)
----------------- --------------- ------------------ ----------------
TOTAL ALLOCATION $ 168,756 $ (3,507) $ 151,682 $ (10,718)
================= ============== ================== ================
Net income (loss) per limited
partnership unit (based
on 5,900 weighted average
limited partnership units
outstanding):
From Gain on sale of land $ 28.47 $ -0- $ 28.47 $ -0-
From other operations (.16) (.59) (3.05) (1.82)
-------------- ------------- ---------------- ----------------
TOTAL PER UNIT $ 28.31 $ (.59) $ 25.42 $ (1.82)
================= =============== ================== ================
</TABLE>
See notes to unaudited financial statements.
2
<PAGE>
b) Balance Sheets
BALANCE SHEETS
<TABLE>
<CAPTION>
June 30,1997 December 31,
(Unaudited) 1996
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash $ 103,189 ` $ 194,254
Short-term investments 413,992 11,270
---------------------------- -----------------------
CASH AND CASH EQUIVALENTS 517,181 205,524
Land held for investment--Note B 3,939,362 4,001,280
Other assets 1,677 -0-
--------------------------- ------------------------
TOTAL ASSETS $ 4,458,220 $ 4,206,804
============================ =======================
LIABILITIES AND PARTNERS' EQUITY
Trade accounts payable and other
accrued liabilities $ 19,980 $ 13,898
Accounts payable-related party 6,117 7,944
Distributions not claimed by limited partners 95,479 -0-
---------------------------- -----------------------
TOTAL LIABILITIES 121,576 21,842
---------------------------- -----------------------
PARTNERS' EQUITY
General partner's equity 1,697 -0-
Limited partners' equity; 5900 units
authorized, issued, and outstanding 4,334,947 4,184,962
---------------------------- -----------------------
TOTAL PARTNER'S EQUITY 4,336,644 4,184,962
---------------------------- -----------------------
TOTAL LIABILITIES
AND PARTNERS' EQUITY $ 4,458,220 $ 4,206,804
============================ =======================
</TABLE>
See notes to unaudited financial statements.
3
<PAGE>
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> <C>
Balance at
January 1, 1997 5,900 $ -0- $ 4,184,962 $ 4,184,962
Net income for the
six months ended
June 30, 1997 1,697 149,985 151,682
------------------- ------------------- --------------------- ------------------------
BALANCE AT
JUNE 30, 1997 5,900 $ 1,697 $ 4,334,947 $ 4,336,644
=================== =================== ===================== ========================
Balance at
January 1, 1996 5,900 $ -0- $ 4,818,568 $ 4,818,568
Net loss for the
six months ended
June 30, 1996 ___________ -0- (10,718) (10,718)
------------------- --------------------- ------------------------
BALANCE AT
JUNE 30, 1996 5,900 $ -0- $ 4,807,850 $ 4,807,850
=================== =================== ===================== ========================
</TABLE>
See notes to unaudited financial statements.
4
<PAGE>
d) Statements of Changes in Financial Position
STATEMENTS OF CASH FLOW (Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30
1997 1996
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net income (loss) $ 151,682 $ (10,718)
Changes in assets and liabilities:
Decrease in land held for investment 61,918 -0-
Increase in other assets (1,677) (1,500)
Increase (decrease) in trade accounts
payable and distributions not claimed by
limited partners 99,734 (5,298)
----------------------- ----------------------
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES AND
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 311,657 (17,516)
Cash and cash equivalents at beginning
of period 205,524 33,338
----------------------- ----------------------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 517,181 $ 15,822
======================= ======================
</TABLE>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest during the six months ended June 30, 1997 and 1996 for
interest was $0 and $671, respectively
See notes to unaudited financial statements.
5
<PAGE>
e) Notes to Financial Statements
NOTES TO UNAUDITED FINANCIAL STATEMENTS
June 30, 1997
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 June 30, 1997 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 ("the Agreement"), between the Registrant,
Wellington Center Associates
6
<PAGE>
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 $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.
On May 5, 1997 the Registrant sold an additional .82 acres of the Wellington
Parcel to WCA under the terms of the Agreement for a gross sales price of
$250,917. The Registrant's net sale proceeds were as follows:
Gross sales price $ 250,917
Commissions and broker re-allowance fee (18,819)
Deed stamps (502)
---------------
Net sales proceeds 231,596
===============
Additionally, the Registrant received interest of $11,054 from WCA at the
closing under the terms of the Agreement.
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. Accordingly,
the General Partner's share of the gain is $1,697 (net sales proceeds of
$231,596 less the Registrant's basis in the property sold, $61,918, equals a
gain of $169,678; 1% of which is $1,697).
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The Registrant's operations resulted in net income of $168,756 and
$151,682 during the quarter and six months ended June 30, 1997, respectively,
compared to net losses of $3,507 and $10,718 during the same periods of 1996.
The primary differences between 1997 and 1996 were:
Quarter Ended June 30:
o A gain of $169,678 in 1997 from the sale of approximately .82
acres of the Registrant's Wellington Parcel (see discussion below)
and no similar transaction in 1996.
o Interest of $11,054 in 1997 received by the Registrant due to the
deferral of the property closing from September, 1996.
o Interest earnings in 1997 of $2,600 from certificates of deposit.
o $9,500 in non-refundable deposits in 1996 for extensions of the
Closing Date on the Wellington Parcel contract, and no similar
transaction in 1997.
Six Months Ended June 30:
o A gain of $169,678 in 1997, from the sale of approximately .82
acres of the Registrant's Wellington Parcel (see discussion below)
and no similar transaction in 1996.
o Interest of $11,054 in 1997 received by the Registrant due to the
deferral of the property closing from September, 1996.
o Interest earnings in 1997 of $2,600 from certificates of deposit.
o $11,300 in non-refundable deposits in 1996 for extensions of the
Closing Date on the Wellington Parcel contract, and no similar
transaction in 1997.
o Expenses in 1997 include a $3,300 adjustment in accounting fees
for the 1996 audit and tax returns. These fees were higher due to
additional audit and tax procedures required in relation to the
1996 land sale and distribution.
o Expenses in 1997 increased approximately $4,700 for additional
accounting and administrative services provided by related parties
of the Registrant's General Partner. These additional services
included (1) assistance with closing on the sale of property, (2)
follow-up procedures performed when checks from the November, 1996
distribution were not received by some limited partners or
8
<PAGE>
had to be replaced, and (3) revision of the Registrant's annual
Form 10-K and financial statements.
Changes in the Registrant's financial condition as of June 30, 1997, in
comparison to December 31, 1996, are primarily due to:
o the sale of approximately .82 acres of the Registrant's
Wellington Parcel (see discussion below), generating net sales
proceeds of $231,596, which has been invested in short-term
certificates of deposit, and
o reclassification of checks that remain outstanding from the
November, 1996 distribution to limited partners. These checks,
totaling $95,479 as of June 30, 1997, have been reclassified as a
liability to the limited partners.
The Registrant, WCA, and ADA executed an agreement (the "Agreement")
for WCA 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 were 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, which WCA has
exercised. 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.
On May 5, 1997 the Registrant sold an additional .82 acres of the
Wellington Parcel to WCA under the terms of the Agreement for a gross sale price
of $250,917. The Registrant also received $11,054 interest based on the deferred
closing. Due to the administrative costs of a distribution and anticipated
closings on the other Outparcels, the Registrant will retain the net proceeds
from this closing until the other Outparcel closings have been completed.
As of August 7, 1997, the Registrant has $ 512,498 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 remaining
Outparcels (see discussion above) by September 10, 1997. The WCA Agreement
contains a number of conditions to closing which must be satisfied prior to
closing on the remaining Outparcels which constitute approximately 4.585 acres.
Consequently, there can be no assurance that the Agreement will result in a
closing on the remaining Outparcels. These sales, if closed, will provide the
Registrant with additional funds. The Registrant expects to retain funds from
such sales, if any, for future operating needs and distribute the remainder to
the partners in accordance with the Partnership Agreement.
9
<PAGE>
The Registrant maintains its excess funds in a money market account and
certificates of deposit at Triangle 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.
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 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.
10
<PAGE>
Part II
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
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
11
<PAGE>
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 ).
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 June 30, 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).
12
<PAGE>
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. 27 Financial Data Schedule
(b) Reports on Form 8-K. A report on Form 8-K, dated May 5,
1997, reported the disposition of assets.
13
<PAGE>
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: August 7, 1997.
14
<PAGE>
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).
15
<PAGE>
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 June 30, 1996).
10.9 Third Amendment to the Agreement for the
Purchase and Sale of Real Estate, dated as
of September 10,
16
<PAGE>
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).
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).
27 Financial Data Schedule
17
10-qform
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(Replace this text with the legend)
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 517,181
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 3,939,362
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,458,220
<CURRENT-LIABILITIES> 120,609
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 4,337,611
<TOTAL-LIABILITY-AND-EQUITY> 4,458,220
<SALES> 169,678
<TOTAL-REVENUES> 184,304
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 31,655
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 152,647
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
