<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended MARCH 31, 2000
of
CORPORATE PROPERTY ASSOCIATES 14 INCORPORATED
CPA(R):14
A MARYLAND Corporation
IRS Employer Identification No. 13-3951476
SEC File Number 333-31437
50 ROCKEFELLER PLAZA,
NEW YORK, NEW YORK 10020
(212) 492-1100
CPA(R):14 has SHARES OF COMMON STOCK registered pursuant to Section 12(g) of
the Act.
CPA(R):14 is not registered on any exchanges.
CPA(R):14 does not have any Securities registered pursuant to Section 12(b)
of the Act.
CPA(R):14 is unaware of any delinquent filers pursuant to Item 405 of
Regulation S-K.
CPA(R):14 (1) has filed all reports required by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for
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.
CPA(R):14 has no active market for common stock at May 16, 2000.
35,439,507 shares of common stock, $.001 Par Value outstanding at May 16,
2000.
<PAGE> 2
CORPORATE PROPERTY ASSOCIATES 14 INCORPORATED
AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
Page No.
-------
<S> <C>
PART I
------
Item 1. - Financial Information*
Condensed Consolidated Balance Sheets, March 31, 2000 and
December 31, 1999 2
Condensed Consolidated Statements of Income for the three
months ended March 31, 1999 and 2000 3
Condensed Consolidated Statements of Cash Flows for the three
months ended March 31, 1999 and 2000 4
Notes to Condensed Consolidated Financial Statements 5-7
Item 2. - Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-9
PART II - Other Information
-------
Item 3A. - Quantitative and Qualitative Disclosures About Market Risk 10
Item 4. - Submission of Matters to a Vote of Security Holders 10
Item 6. - Exhibits and Reports on Form 8-K 10-11
Signatures 12
</TABLE>
* The summarized financial information contained herein is unaudited;
however, in the opinion of management, all adjustments necessary for a fair
presentation of such financial information have been included.
-1-
<PAGE> 3
CORPORATE PROPERTY ASSOCIATES 14 INCORPORATED
AND SUBSIDIARIES
PART I
Item 1. - FINANCIAL INFORMATION
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, March 31,
1999 2000
------------- ---------------
(Note) (Unaudited)
<S> <C> <C>
ASSETS:
Real estate leased to others:
Accounted for under the operating method:
Land $ 36,130,456 $ 40,002,456
Buildings 76,917,819 121,108,700
------------ ------------
113,048,275 161,111,156
Accumulated depreciation 1,152,595 1,761,197
------------ ------------
111,895,680 159,349,959
Net investment in direct financing leases 27,161,841 27,168,895
Real estate under construction
leased to others 45,775,407 26,763,192
------------ ------------
Real estate leased to others 184,832,928 213,282,046
Equity investments 50,344,119 51,234,817
Cash and cash equivalents 91,420,457 117,527,610
Other assets 4,465,449 5,684,714
------------ ------------
Total assets $331,062,953 $387,729,187
============ ============
LIABILITIES:
Limited recourse mortgage note payable $ 49,517,692 $ 79,713,753
Accrued interest 292,118 373,446
Accounts payable to affiliates 2,046,441 2,016,100
Accounts payable and accrued expenses 265,889 532,894
Prepaid rental income and security deposits 1,324,379 2,317,735
Deferred acquisition fees payable to affiliate 5,905,602 6,418,302
Dividends payable 4,515,213 5,042,093
Escrow funds 1,105,530 1,105,530
------------ ------------
Total liabilities 64,972,864 97,519,853
------------ ------------
Minority interest 8,212,097 4,834,790
------------ ------------
Commitments and contingencies
SHAREHOLDERS' EQUITY:
Common stock, $.001 par value; authorized,
120,000,000 shares; issued and outstanding,
29,460,594 and 32,844,440 shares at
December 31, 1999 and March 31, 2000 29,460 32,844
Additional paid-in capital 265,487,028 294,911,898
Distributions in excess of accumulated earnings (6,896,632) (8,687,852)
------------ ------------
258,619,856 286,256,890
Less treasury stock at cost, 79,839 and 95,186
shares at December 31, 1999 and March 31, 2000 (741,864) (882,346)
------------- ------------
Total shareholders' equity 257,877,992 285,374,544
------------ ------------
Total liabilities and shareholders' equity $331,062,953 $387,729,187
============ ============
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
Note: The balance sheet at December 31, 1999 has been derived from the
audited consolidated financial statements at that date.
-2-
<PAGE> 4
CORPORATE PROPERTY ASSOCIATES 14 INCORPORATED
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS of INCOME (UNAUDITED)
<TABLE>
<CAPTION>
For the Three Months
Ended March 31,
--------------------------
1999 2000
---- ----
<S> <C> <C>
Revenues:
Rental income $ 1,020,158 $ 3,097,688
Interest income from direct financing leases 689,000
Other interest income 253,306 1,851,066
----------- -----------
1,273,464 5,637,754
----------- -----------
Expenses:
Interest 35,179 1,271,266
Depreciation and amortization 155,422 621,696
General and administrative 164,333 438,352
Property expenses 249,505 661,367
----------- -----------
604,439 2,992,681
----------- -----------
Income before minority interest in income and
income from equity investments 669,025 2,645,073
Minority interest in income (138,062)
----------- ----------
Income before income from equity investments 669,025 2,507,011
Income from equity investments 332,922 743,862
----------- -----------
Net income $ 1,001,947 $ 3,250,873
=========== ===========
Basic earnings per share $.08 $.11
==== ====
Weighted average shares outstanding - basic 12,608,497 30,770,527
=========== ===========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
-3-
<PAGE> 5
CORPORATE PROPERTY ASSOCIATES 14 INCORPORATED
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS of CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
For the Three Months
Ended March 31,
---------------------------------------
1999 2000
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,001,947 $ 3,250,873
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 155,422 621,696
Straight-line adjustments (53,207) (359,208)
Income from equity investments in excess
of distributions received (113,617)
Minority interest in income 138,062
Provision for uncollected rent 28,400
Change in operating assets and liabilities, net (365,884) 623,644
----------- ------------
Net cash provided by operating activities 738,278 4,189,850
----------- ------------
Cash flows from investing activities:
Acquisitions of real estate and equity investments
and other capitalized costs (36,324,765) (39,803,498)
Funds released from escrow 10,488,450
Equity distributions received in excess of
equity income 385,268
----------- ------------
Net cash used in investing activities (35,939,497) (29,315,048)
----------- ------------
Cash flows from financing activities:
Capital raised, net of costs 38,267,085 29,428,254
Payment of mortgage principal (106,352)
Dividends paid (1,365,622) (4,515,213)
Distributions paid to minority interest partner, net (3,515,369)
Proceeds from mortgages 4,225,000 30,302,413
Deferred financing costs (102,834) (220,900)
Purchase of treasury stock (75,200) (140,482)
----------- -----------
Net cash provided by financing activities 40,948,429 51,232,351
----------- -----------
Increase in cash and cash equivalents 5,747,210 26,107,153
Cash and cash equivalents, beginning of period 26,747,058 91,420,457
------------ ------------
Cash and cash equivalents, end of period $32,494,268 $117,527,610
=========== ============
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
-4-
<PAGE> 6
CORPORATE PROPERTY ASSOCIATES 14 INCORPORATED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED/CONDENSED FINANCIAL STATEMENTS
Note 1. Basis of Presentation:
The accompanying unaudited condensed consolidated financial statements of
Corporate Property Associates 14 Incorporated and its wholly-owned subsidiaries
(the "Company") have been prepared in accordance with accounting principles
generally accepted in the United States for interim financial information and
with the instructions to Article 10 of Regulation S-X of the Securities and
Exchange Commission. Accordingly, they do not include all of the information
and footnotes required by accounting principles generally accepted in the
United States for complete financial statements. All significant intercompany
balances and transactions have been eliminated. In the opinion of management,
all adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation of the results of the interim period presented have
been included. The results of operations for the interim period is not
necessarily indicative of results for the full year. For further information
refer to the financial statements and notes thereto included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1999.
Note 2. Organization and Offering:
The Company was formed on June 4, 1997 under the General Corporation Law of
Maryland for the purpose of engaging in the business of investing in and owning
industrial and commercial real estate. Subject to certain restrictions and
limitations, the business of the Company is managed by Carey Property Advisors,
a Pennsylvania limited partnership (the "Advisor").
An initial offering of the Company's shares which commenced on November 10,
1997 concluded on November 10, 1999 at which time the Company had issued an
aggregate of 29,440,594 shares ($294,405,940). On November 17, 1999 the Company
commenced an offering for a maximum of 40,000,000 shares of common stock. The
shares are being offered to the public on a "best efforts" basis at a price of
$10 per share. The initial issuance of shares under the second offering
occurred on February 23, 2000 at which time 3,383,846 shares ($33,838,460) were
issued. An additional issuance of shares occurred on May 5, 2000 at which time
2,690,253 shares ($26,902,530) were issued.
Note 3. Transactions with Related Parties:
The Company's asset management and performance fees payable to the Advisor are
each 1/2 of 1% per annum of Average Invested Assets, as defined in the Advisory
Agreement. Until the Company has achieved a 7% cumulative rate of cash flow
from operations, as defined in the Advisory Agreement, the Advisor will not be
entitled to receive the performance fee. At such time as the Advisor is
entitled to receive the performance fee, the Advisor will have the option of
receiving such fee in cash or restricted shares of the Company. Asset
management fees for the three-month periods ended March 31, 1999 and 2000 were
$121,297 and $308,089, respectively, with performance fees in like amount.
General and administrative reimbursements for the three-month periods ended
March 31, 1999 and 2000 were $42,087 and $197,244, respectively.
Note 4. Commitments and Contingencies:
The Company is liable for certain expenses of the second offering which are
being deducted from the gross proceeds of the offering and are presently
estimated to aggregate a maximum of $16,000,000 assuming the sale of 40,000,000
shares. The Company is also liable for selling commissions of up to $0.60 (6%)
per share sold except for any shares sold to the Advisor, its affiliates, the
selected dealers or any of their employees for their own accounts. The Company
is reimbursing Carey Financial Corporation for expenses (including fees and
expenses of its counsel) and for the costs of sales and wholesaling services.
To the extent, if any, that all organization and offering expenses, excluding
selling commissions, and any fees paid and expenses reimbursed to the selected
dealers or paid on behalf of the selected dealers, exceed 3.5% of the gross
proceeds of the offering, such excess will be paid by the Advisor.
-5-
<PAGE> 7
CORPORATE PROPERTY ASSOCIATES 14 INCORPORATED
AND SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
Note 5. Lease Revenues:
The Company's operations consist of the investment in and the leasing of
industrial and commercial real estate. The financial reporting sources of the
lease revenues for the three-month period ended March 31, 1999 and 2000 are as
follows:
<TABLE>
<CAPTION>
1999 2000
---- ----
<S> <C> <C>
Per Statements of Income
Rental income $1,020,158 $3,097,688
Interest income from direct
financing leases 689,000
Adjustment:
Share of leasing revenue applicable
to minority interests (165,238)
Share of leasing revenues
from equity investments 941,638 2,411,349
---------- ----------
$1,961,796 $6,032,799
========== ==========
</TABLE>
For the three-month periods ended March 31, 1999 and 2000, the Company earned
its proportionate net lease revenues from its investments as follows:
<TABLE>
<CAPTION>
Lease Obligor: 1999 2000
- ------------- ---- ----
<S> <C> <C> <C> <C>
Advanced Micro Devices, Inc. (a) $ 762,125 39% $ 762,125 13%
Applied Materials, Inc. (a) 718,173 12
Amerix Corporation 549,369 9
Atrium Companies, Inc. 518,750 9
Best Buy Co., Inc. 496,424 26 486,655 8
Compucom Systems, Inc. (a) 3,713 326,167 5
Metagenics, Inc. 325,338 5
Checkfree Holdings Corporation, Inc. (a) 320,540 5
Production Resource Group LLC 2,422 319,313 5
Intesys Technologies, Inc. (a) 175,800 9 284,344 5
Ameriserve Food Distribution, Inc. (b) 247,856 4
Burlington Motor Carrier, Inc. 198,000 10 198,000 3
Builders' Supply and Lumber Co., Inc. 190,000 3
Scott Companies, Inc. 170,250 3
The Benjamin Ansehl Company 162,437 8 162,438 3
Stellex Technologies, Inc. 161,718 3
Contraves Brashear Systems L.P. 160,875 8 160,875 3
West Union Corporation 130,888 2
---------- --- ---------- ---
$1,961,796 100% $6,032,799 100%
========== === ========== ===
</TABLE>
(a) Represents the Company's proportionate share of lease revenues from its
equity investments.
(b) Net of Corporate Property Associates 12 Incorporated's minority interest.
Note 6. Equity Investments:
The Company holds interests in five limited liability companies in which its
ownership interest is 50% or less. All of the underlying investments were
formed and are owned with affiliates that have similar investment objectives as
the Company. The Company owns a 33.33% interest in properties net leased to
Advanced Micro Devices, Inc. and Compucom Systems, Inc. and 50% interests in
properties net leased to Intesys Technologies, Inc. and CheckFree Holdings
Corporation. The Company owns an interest in ET LLC, a limited liability
company that net leases a property
-6-
<PAGE> 8
CORPORATE PROPERTY ASSOCIATES 14 INCORPORATED
AND SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
to Etec Systems, Inc. ("Etec"). The interest in the Etec investment is a
49.99% interest in a building on the Etec property for which construction was
completed in July 1999. Corporate Property Associates 12 Incorporated, an
affiliate, owns all remaining interests in the Etec property. The Etec lease
obligations are unconditionally guaranteed by Applied Materials, Inc.
Summarized combined financial information of all of the Company's equity
investees is as follows:
<TABLE>
<CAPTION>
(In thousands) December 31, 1999 March 31, 2000
----------------- --------------
<S> <C> <C> <C>
Assets (primarily real estate) $260,115 $263,530
Liabilities (primarily mortgage notes payable) 169,286 170,433
Members' equity 90,829 93,097
Three Month Period Ended
March 31, 1999 March 31, 2000
-------------- --------------
Revenues (primarily rental revenues) $3,396 $6,658
Expenses (primarily interest on mortgage
and depreciation) 2,157 4,329
------ ------
Net income $1,239 $2,329
====== ======
</TABLE>
Note 7. Acquisitions:
West Union Corporation
On January 12, 2000, the Company purchased land and building in Tempe, Arizona
for $5,744,765 and entered into a net lease with West Union Corporation ("West
Union"). The lease provides for annual rent of $530,250 with stated rent
increases of 14.525% every five years. The initial lease term is fifteen years
with a ten year renewal term at the option of West Union.
Barjan Products LLC
On February 3, 2000, the Company purchased land and a building under
construction in Rock Island, Illinois and entered into net lease and
construction agency agreements with Barjan Products L.L.C. ("Barjan"). Total
purchase price and construction costs are expected to be approximately
$11,900,000. During the construction period, Barjan will pay monthly
installments based on an amount indexed to project costs advanced by the
Company. Upon the earlier of completion of construction or October 1, 2000, a
lease term of sixteen years with a ten-year renewal term at Barjan's option
will commence at an expected annual rent of $1,164,286 if the entire estimated
funding of the build-to-suit project is required. The lease provides for stated
rent increases of 6% every three years during the initial term of the lease.
Stellex Technologies, Inc.
On February 24, 2000, the Company purchased two properties in North Amityville,
New York and Valencia, California for $19,329,988 and entered into net leases
with two subsidiaries of Stellex Technologies, Inc. ("Stellex"). The lease
obligations of the subsidiaries are unconditionally guaranteed by Stellex. The
leases have initial terms of twenty years with two ten-year renewal terms at
the option of the lessees. Combined annual rent under the Stellex leases is
$1,886,934 with rent increases every two years based on a formula indexed to
the Consumer Price Index.
-7-
<PAGE> 9
CORPORATE PROPERTY ASSOCIATES 14 INCORPORATED
AND SUBSIDIARIES
Item 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following information should be read in conjunction with the
Corporate Property Associates 14 ("CPA(R):14") Incorporated's condensed
consolidated financial statements and notes thereto as of March 31, 2000
included in this quarterly report and the Annual Report on Form 10-K for the
year ended December 31, 1999. This quarterly report contains forward looking
statements. Such statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results, performance or achievement to
be materially different from the results of operations or plan expressed or
implied by such forward looking statements. Accordingly, such information
should not be regarded as representations by us that the results or conditions
described in such statements or the objectives and plans will be achieved.
Financial Condition:
We intend to substantially all of the net proceeds from our offerings
(except for approximately 1% to establish a working capital reserve) along with
limited recourse mortgage financing to purchase a diversified portfolio of
commercial and industrial real estate and enter into long-term leases with
corporate tenants on a net lease, single tenant basis. Under a net lease, a
tenant is generally required to pay all expenses related to the leased property
in order to limit our exposure to the effects of increases in real estate taxes
and property maintenance and insurance costs. Our leases, which generally have
initial lease terms of 15 to 25 years, typically include rent increase
provisions which are fixed or based upon increases in the Consumer Price Index.
As of March 31, 2000, we have raised $265,000,000, net of costs, from our first
offering and $29,428,000 from our initial issuance of shares during the quarter
ended March 31, 2000 from our current offering. To date, we have used
$210,229,000, including $29,315,000 during the three-months ended March 31,
2000, along with mortgage proceeds of $79,963,000 (including $30,302,000 during
the three months ended March 31, 2000) to purchase real estate and interests in
single purpose entities formed with affiliates that have purchased real estate
and entered into net leases. The affiliates have the same investment objectives
as us. As of March 31, 2000, we have $110,903,000 of cash available for
investment. Remaining costs to complete build-to-suit projects are expected to
be $22,245,000. Our build-to-suit commitments include provisions that require
the lessee to fund any cost overruns.
We are using the cash flow from our net leases to fund quarterly
dividends at an increasing rate, and pay debt service installments on limited
recourse mortgage debt. For the three-months ended March 31, 2000, cash flow
from operations of $4,190,000 was not sufficient to pay quarterly dividends of
$4,515,000 and mortgage principal payments of $106,000. Cash flow from
operations does not include any construction period rents on build-to-suit
projects, and therefore, does not reflect fully certain cash flow benefits. As
of March 31, 2000 we had cash balances of $117,528,000. We expect cash flow
from operations to increase substantially as these amounts are invested in real
estate. As we continue to issue shares and invest the proceeds, cash flow from
operations is expected to increase substantially.
We are continuing to monitor the bankruptcy of Ameriserve Food
Distribution, Inc. We own a 60% interest in the Ameriserve properties and an
affiliate, Corporate Property Associates 12 Incorporated (CPA(R):12) owns the
remaining 40% interest. The joint ownership of properties with affiliates such
as CPA(R):12 and the use of limited recourse mortgage debt has allowed us to
diversify our portfolio and helped reduce our exposure to the risks of any
single lessee. During the three-months ended March 31, 2000, one of the
Ameriserve property lenders released funds from an escrow account of
$10,488,000, of which we were required to distribute $3,515,000 to CPA(R):12
with the remaining amounts used to fund construction of the Ameriserve
properties. As of March 31, 2000, our equity in the Ameriserve property (land
and building less limited recourse mortgage debt and CPA(R):12's 40% ownership
interest), was approximately $7,000,000, representing approximately 2% of our
equity raised.
-8-
<PAGE> 10
CORPORATE PROPERTY ASSOCIATES 14 INCORPORATED
AND SUBSIDIARIES
Item 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
RESULTS OF OPERATIONS:
Because our asset base has increased substantially since March 31, 1999
from $151,250,000 to $387,729,000, the results of operations for the
three-month periods ended March 31, 1999 and 2000 are not fully comparable. Net
income for the three-month period ended March 31, 2000 was $3,251,000 as
compared with $1,002,000 for the three-month period ended March 31, 1999. The
increase in net income was due to our investment of offering proceeds in real
estate, either directly or in equity investments with affiliates in single
tenant, net lease properties. The increase in lease revenues (rental income and
interest income from direct financing leases) and income from equity
investments reflect these new investments rather than rent increases at
existing properties. Since March 31, 1999 our cash balances have increased from
$32,494,000 to $117,528,000 as the result of the issuance of shares and
proceeds from mortgages, and resulted in a substantial increase in interest
income. Increases in depreciation and amortization and property and general
administrative expenses were attributable to the increase in our asset base,
and the increase in interest expense was due to our obtaining new limited
recourse mortgage debt. Results for future periods are expected to reflect
increases in these revenue and expense categories except for interest income
which is projected to decrease as funds from our offerings are invested fully
in accordance with our objectives. Because of the commencement of our second
offering in November 1999, we expect a decrease in interest income will occur
only after the offering proceeds are invested in real estate. Interest income
is earned solely as a result of using uninvested cash to purchase money market
investments.
Accounting principles require that construction period rents on
build-to-suit projects be recorded as a reduction of cost rather than rental
income. As a result, rents on build-to-suit projects are not currently being
reflected in income or cash flow from operations even though we believe that
these projects provide an economic return on our investment during the
construction period. If the revenue of build-to-suit projects was able to be
recognized currently, our net income would have been higher than the amounts
presented in the accompanying consolidated financial statements. We believe
that the return on investment on our build-to-suit projects will produce
long-term returns that are superior to those of other opportunities that we
have evaluated.
-9-
<PAGE> 11
CORPORATE PROPERTY ASSOCIATES 14 INCORPORATED
AND SUBSIDIARIES
PART II
Item 3A. - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Approximately $75,173,000 of the Company's long-term debt
bears interest at fixed rates, and therefore the fair value of
these instruments is affected by changes in the market
interest rates. The following table presents principal cash
flows based upon expected maturity dates of the debt
obligations and the related weighted-average interest rates by
expected maturity dates for the fixed rate debt. The interest
rate on the variable rate debt as of March 31, 2000 was the
sum of LIBOR and 2%.
<TABLE>
<CAPTION>
2000 2001 2002 2003 2004 Thereafter Total Fair Value
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fixed rate $405 $627 $756 $827 $883 $71,675 $75,173 $67,468
Average
interest rate 8.22% 8.23% 8.26% 8.26% 8.26% 8.39%
Variable rate $25 $107 $118 $129 $141 $4,021 $4,541 $4,541
</TABLE>
As of March 31, 2000 the Company had no other material exposure to market risk.
Item 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the quarter ended March 31, 2000 no matters were
submitted to a vote of Security Holders.
Item 6. - EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<S> <C> <C>
(a) Exhibits:
Pursuant to Rule 701 of Regulation S-K, the use of proceeds
from the Company's offering of common stock which commenced
February 2, 1996 (File # 33-31437) is as follows as of March
31, 2000:
Shares registered: 30,000,000
Aggregate price of offering amount registered: $300,000,000
Shares sold: 29,440,594
Aggregated offering price of amount sold: $294,405,940
Direct or indirect payments to directors, officers,
general partners of the issuer or their
associates, to persons owning ten percent or more
of any class of equity securities of the issuer
and to affiliates of the issuer: $ 3,684,995
Direct or indirect payments to others: $ 25,477,481
Net offering proceeds to the issuer after
deducting expenses: $265,243,464
Purchases of real estate: $260,039,964
Working capital reserves: $ 2,944,059
Temporary investments in cash and cash
equivalents: $ 2,259,441
</TABLE>
-10-
<PAGE> 12
CORPORATE PROPERTY ASSOCIATES 14 INCORPORATED
AND SUBSIDIARIES
PART II
Item 6. - EXHIBITS AND REPORTS ON FORM 8-K (continued)
<TABLE>
<S> <C> <C>
(b) Exhibits:
Pursuant to Rule 701 of Regulation S-K, the use of proceeds
from the Company's offering of common stock which commenced
November 17, 1999 (File # 333-76761) is as follows as of March
31, 2000:
Shares registered: 40,000,000
Aggregate price of offering amount registered: $400,000,000
Shares sold: 3,383,846
Aggregated offering price of amount sold: $ 33,838,460
Direct or indirect payments to directors, officers,
general partners of the issuer or their
associates, to persons owning ten percent or more
of any class of equity securities of the issuer
and to affiliates of the issuer: $ 316,249
Direct or indirect payments to others: $ 4,093,957
Net offering proceeds to the issuer after
deducting expenses: $ 29,428,254
Purchases of real estate: $ 0
Working capital reserves: $ 338,385
Temporary investments in cash and cash
equivalents: $ 29,089,869
</TABLE>
-11-
<PAGE> 13
CORPORATE PROPERTY ASSOCIATES 14 INCORPORATED
AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CORPORATE PROPERTY ASSOCIATES 14 INCORPORATED
AND SUBSIDIARIES
<TABLE>
<S> <C>
05/17/00 By: /s/ John J. Park
-------- -----------------------------------
Date John J. Park
Executive Vice President, Treasurer and
Chief Financial Officer
(Principal Financial Officer)
05/17/00 By: /s/ Claude Fernandez
-------- ------------------------------------
Date Claude Fernandez
Executive Vice President and
Chief Administrative Officer
(Principal Accounting Officer)
</TABLE>
-12-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 117,527,610
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 117,527,610
<PP&E> 215,036,189
<DEPRECIATION> 1,761,197
<TOTAL-ASSETS> 387,722,133
<CURRENT-LIABILITIES> 11,387,798
<BONDS> 79,713,753
0
0
<COMMON> 32,844
<OTHER-SE> 285,341,700
<TOTAL-LIABILITY-AND-EQUITY> 387,729,187
<SALES> 0
<TOTAL-REVENUES> 5,637,754
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,721,415
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,271,266
<INCOME-PRETAX> 3,250,873
<INCOME-TAX> 0
<INCOME-CONTINUING> 3,250,873
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,250,873
<EPS-BASIC> .11
<EPS-DILUTED> .11
</TABLE>
