CORPORATE PROPERTY ASSOCIATES 10 INC
10-Q, 1996-11-12
REAL ESTATE
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<PAGE>
 
                                 UNITED STATES
                      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
                              --------------------------------------------------

                                       or

[_]  TRANSITION REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934

For the transition period from                        to
                              ------------------------  ------------------------

Commission file number                           0-19156
                      ----------------------------------------------------------

     CORPORATE PROPERTY ASSOCIATES 10 INCORPORATED, a Maryland corporation
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

                 MARYLAND                                    13-3559213
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation    (I.R.S. Employer Identification
               or organization)                               No.)

50 ROCKEFELLER PLAZA, NEW YORK, NEW YORK                            10020
- --------------------------------------------------------------------------------
(Address of principal executive offices)                          (Zip Code)

                                (212) 492-1100
- --------------------------------------------------------------------------------
              (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.
 
                                                               [X] Yes  [_] No
                                  
 
               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                 PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

     Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
 
                                                               [_] Yes  [_] No


               7,206,642 shares of common stock; $.001 Par Value
                       outstanding at November 11, 1996
<PAGE>
 
                 CORPORATE PROPERTY ASSOCIATES 10 INCORPORATED



                                     INDEX

<TABLE> 
<CAPTION> 

                                                                       Page No.
                                                                       --------
PART 1
- ------
<C>       <S>                                                          <C> 
Item 1. - Financial Information*
 
            Consolidated Balance Sheets, December 31, 1995 
            and September 30, 1996                                        2
 
            Consolidated Statements of Operations for the 
            three and nine months ended September 30,  1995 
            and 1996                                                      3
 
            Consolidated Statements of Cash Flows for the 
            nine months ended September 30, 1995 and 1996                 4
 
            Notes to Consolidated Financial Statements                   5-7
 
Item 2. - Management's Discussion of Operations                          8-9
 
 
PART II
- -------

Item 4. - Submission of Matters to a Vote of Security Holders            10
 
Item 6. - Exhibits and Reports on Form 8-K                               10
 
Signatures                                                               11
</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>
 
                 CORPORATE PROPERTY ASSOCIATES 10 INCORPORATED


                                    PART I
                                    -------

                        Item 1. - FINANCIAL INFORMATION
                        -------------------------------

                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
 
 
                                                  December 31,    September 30,
                                                      1995            1996
                                                  ------------    ------------- 
                                                     (Note)        (Unaudited)
<S>                                               <C>             <C>
      ASSETS:
Land and buildings, net of
  accumulated depreciation of
  $8,686,779 at December 31, 1995 and
  $10,191,915 at September 30, 1996               $ 91,413,487    $ 88,834,977
Net investment in direct financing leases           26,526,818      25,421,758
Investment in real estate trust                     10,432,181      10,900,562
Real estate held for sale                           10,079,819
Cash and cash equivalents                            2,249,315       6,691,756
Accrued interest and  rents receivable                  47,431          86,514
Other assets                                           689,358         775,079
                                                  ------------    ------------
         Total assets                             $141,438,409    $132,710,646
                                                  ============    ============
 
      LIABILITIES:    
Limited recourse mortgage notes payable           $ 84,384,583    $ 75,166,595
Accrued interest payable                               850,986       1,272,900
Accounts payable and accrued expenses                  240,505         239,329
Accounts payable to affiliates                       3,044,843       3,738,560
Prepaid rental income                                   44,337          41,581
                                                  ------------    ------------
         Total liabilities                          88,565,254      80,458,965
                                                  ------------    ------------
 
Minority interest                                    2,987,811       2,827,701
                                                  ------------    ------------
 
      SHAREHOLDERS' EQUITY:
Common stock, $.001 par value;
  authorized,7,217,294 shares;
  issued and outstanding                                 7,217           7,217
 
Additional paid-in capital                          62,160,058      62,160,058
Dividends in excess of accumulated     
  earnings                                         (12,193,839)    (12,655,203)
                                                  ------------    ------------
                                                    49,973,436      49,512,072
Less treasury stock, 10,652 shares                     (88,092)        (88,092)
                                                  ------------    ------------
         Total shareholders' equity                 49,885,344      49,423,980
                                                  ------------    ------------
 
         Total liabilities and shareholders'
         equity                                   $141,438,409    $132,710,646
                                                  ============    ============
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.


Note:  The balance sheet at December 31, 1995 has been derived from the 
       audited consolidated financial statements at that date.

                                      -2-
<PAGE>
 
                 CORPORATE PROPERTY ASSOCIATES 10 INCORPORATED



               CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
 
                                                   Three Months Ended                        Nine Months Ended
                                        September 30, 1995   September 30, 1996   September 30, 1995   September 30, 1996
                                        ------------------   ------------------   ------------------   ------------------ 
<S>                                     <C>                  <C>                  <C>                  <C>
 
Revenues:
 Rental income from
  operating leases                             $ 2,908,885          $ 2,849,302          $ 9,098,380           $8,978,389
 Interest from direct
  financing leases                                 959,520              809,194            2,881,822            2,570,949
   Other interest income                            33,077               97,262              151,313              239,718
                                               -----------          -----------          -----------          -----------
                                                 3,901,482            3,755,758           12,131,515           11,789,056
                                               -----------          -----------          -----------          -----------
 
Expenses:
 Interest                                        2,051,205            1,928,651            6,091,600            5,977,736
 Depreciation                                      482,944              503,219            1,448,828            1,505,136
 General and
  administrative                                   213,304              248,237              700,916              764,090
 Property expenses                                 458,734              544,809            1,315,414            1,417,551
 Amortization                                       14,052               11,614               52,211               40,573
 Writedown to net realizable value               7,519,431                                 7,519,431
                                               -----------          -----------          -----------          -----------
                                                10,739,670            3,236,530           17,128,400            9,705,086
                                               -----------          -----------          -----------          -----------
  (Loss) income before minority
    interest in (loss) income,
    income from equity
    investments and net gain on
    sales of real estate                        (6,838,188)             519,228           (4,996,885)           2,083,970
 
Minority interest in loss (income)               2,291,704             (260,439)           1,981,833             (436,507)
                                               -----------          -----------          -----------          -----------
  (Loss) income  before income
    from equity investments
    and net gains on sale of
    real estate                                 (4,546,484)             258,789           (3,015,052)           1,647,463
 
Income from equity
 investments                                       367,111              422,273            1,220,414            1,325,486
                                               -----------          -----------          -----------          -----------
 
  (Loss) income before net gain
    on sales of real estate                     (4,179,373)             681,062           (1,794,638)           2,972,949
 
Net gain on sales of real estate                                        (60,664)                                1,051,822
                                               -----------          -----------          -----------          -----------
 
Net (loss) income                              $(4,179,373)         $   620,398          $(1,794,638)          $4,024,771
                                               ===========          ===========          ===========           ==========
 
Net (loss) income per share                          $.(58)                $.09                $.(25)                $.56
                                               ===========          ===========          ===========           ==========
 
Weighted average shares
 outstanding                                     7,206,642            7,206,642            7,210,154            7,206,642
                                               ===========          ===========          ===========           ==========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

                                      -3-
<PAGE>
 
                 CORPORATE PROPERTY ASSOCIATES 10 INCORPORATED

               CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
 
                                                                                                       Nine Months Ended      
                                                                                                         September 30,        
                                                                                                  --------------------------
                                                                                                  1995                  1996    
                                                                                                  ----                  ----    
<S>                                                                                          <C>                     <C>        
Cash flows from operating activities:                                                                                           
 Net (loss) income                                                                           $ (1,794,638)           $4,024,771 
 Adjustments to reconcile net (loss) income                                                                                     
   to net cash provided by operating activities:                                                                                
   Depreciation and amortization                                                                1,501,039             1,545,709 
   Minority interest in loss                                                                   (1,981,833)                      
   Equity income from investment in real estate                                                                                 
   investment trust in excess of dividends received                                              (239,242)             (468,381)
   Other noncash items                                                                             37,861                      
   Writedown to net realizable value                                                            7,519,431                      
   Net gain on sales of real estate                                                                                  (1,051,822)
   Net change in operating assets and liabilities                                                  82,738               951,047
                                                                                             ------------          ------------
       Net cash provided by operating activities                                                5,125,356             5,001,324
                                                                                             ------------          ------------
                                                                                                                               
Cash flows from investing activities:                                                                                          
 Proceeds from sale of real estate                                                                                   13,673,908
 Purchases of real estate and other capitalized costs                                         (11,460,731)             (368,558)
 Funds released from escrow in connection with                                                                                 
   investing activities                                                                         5,122,501                      
                                                                                             ------------          ------------
       Net cash (used in) provided by investing activities                                     (6,338,230)           13,305,350
                                                                                             ------------          ------------
                                                                                                                               
Cash flows from financing activities:                                                                                          
 Dividends paid                                                                                (4,480,103)           (4,486,135)
 Proceeds from note payable                                                                                           2,480,000
 Repayment of note payable                                                                                           (2,480,000)
 Payments of mortgage payable                                                                                        (8,382,243)
 Payments of mortgage principal                                                                  (665,504)             (835,745)
 Proceeds from mortgages                                                                       12,000,000                      
 Payment of construction loan                                                                  (6,000,000)                     
 Distributions to minority interest in excess of                                                                               
  minority interest in (loss) income                                                             (650,483)             (160,110)
 Purchase of treasury stock                                                                       (88,092)                     
                                                                                             ------------          ------------
     Net cash provided by (used in) financing activities                                          115,818           (13,864,233)
                                                                                             ------------          ------------
                                                                                                                               
       Net (decrease) increase in cash and cash equivalents                                    (1,097,056)            4,442,441
                                                                                                                               
Cash and cash equivalents, beginning of period                                                  3,367,392             2,249,315
                                                                                             ------------          ------------
                                                                                                                               
    Cash and cash equivalents, end of period                                                 $  2,270,336          $  6,691,756
                                                                                             ============          ============
                                                                                                                               
                                                                                                                               
Supplemental disclosure of cash flows information:                                                                             
                                                                                                                               
       Interest paid                                                                         $  6,302,072          $  5,555,822
                                                                                             ============          ============ 
</TABLE> 

The accompanying notes are an integral part of the consolidated financial
statements.

                                      -4-
<PAGE>
 
                 CORPORATE PROPERTY ASSOCIATES 10 INCORPORATED


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)



Note 1.  Basis of Presentation:
         --------------------- 

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. For further information, refer to the financial statements and
footnotes thereto included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1995.



Note 2.  Transactions with Related Parties:
         --------------------------------- 

For the three-month and nine-month periods ended September 30, 1995, the Company
incurred asset management fees of $195,634 and $584,676, respectively,
performance fees in like amount and general and administrative expense
reimbursements of $79,000 and $251,589, respectively, payable to an affiliate.
For the three-month and nine-month periods ended September 30, 1996, the Company
incurred asset management fees of $211,938 and $648,641, respectively, incentive
fees in like amount and general and administrative expense reimbursements of
$124,239 and $316,961, respectively, payable to an affiliate.

The Company, in conjunction with certain affiliates, is a participant in a cost
sharing agreement for the purpose of renting and occupying office space. Under
the agreement, the Company pays its proportionate share of rent and other costs
of occupancy. Net expenses incurred for the nine-month periods ended 
September 30, 1995 and 1996 were $100,934 and $103,196, respectively.



Note 3.  Dividends:
         --------- 

Dividends declared and paid to shareholders during the nine months ended
September 30, 1996 are summarized as follows:
<TABLE>
<CAPTION>
 
              Quarter Ended               Paid            Per Share
           -------------------         ----------         ---------  
           <S>                         <C>                <C> 
 
            December 31, 1995          $1,495,378         $0.2075
                                       ==========         =======
            March 31, 1996             $1,495,379         $0.2075
                                       ==========         =======
            June 30, 1996              $1,495,378         $0.2075
                                       ==========         =======
</TABLE>


A dividend of $.2075 per share ($1,495,378) was declared and paid in 
October 1996 for the quarter ended September 30, 1996.

                                      -5-
<PAGE>
 
                 CORPORATE PROPERTY ASSOCIATES 10 INCORPORATED


      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)



Note 4.  Industry Segment Information:
         ---------------------------- 

The Company's operations consist of the direct and indirect investment in and
leasing of industrial and commercial real estate. The financial reporting
sources of leasing revenues for the nine-month periods ended September 30, 1995
and 1996 are as follows:

<TABLE>
<CAPTION>
 
                                                  1995                 1996   
                                                  ----                 ----    
<S>                                           <C>                  <C>        
Per Statements of Income:                                                     
  Rental income from operating leases         $ 9,098,380          $ 8,978,389
  Interest from direct financing leases         2,881,822            2,570,949
Adjustments:                                                                  
  Rental income attributable to                                               
    minority interests                         (1,649,730)          (1,437,986)
  Share of interest income from equity                                        
    investment's direct financing lease         3,277,868            3,291,380
                                              -----------          -----------
                                              $13,608,340          $13,402,732
                                              ===========          =========== 
</TABLE>


For the nine-month periods ended September 30, 1995 and 1996, the Company earned
its proportionate net lease revenues from its investments from the following
lease obligors:

<TABLE>
<CAPTION>
 
                                                   1995         %                 1996         % 
                                                   ----        ----               ----        ----
<S>                                            <C>             <C>            <C>             <C> 
Marriott International, Inc. (a)               $ 3,277,868      24%           $ 3,291,380      25%
Information Resources Incorporated (b)           2,057,288      15              2,187,010      17 
The Titan Corporation (b)                        1,514,275      11              1,514,275      11 
New WAI, L.P./Warehouse Associates               1,081,223       8              1,120,577       8 
EnviroWorks, Inc.                                   58,117       1              1,040,818       8 
Harvest Foods, Inc.                                928,719       7                929,411       7 
Wal-Mart Stores, Inc.                              786,564       6                787,062       6 
Kmart Corporation                                  633,993       5                671,981       5 
Child Time Childcare Inc.                          556,844       4                556,844       4 
Neodata Corporation                                416,871       3                427,504       3 
CalComp Technology, Inc. (formerly                                                                
  Summagraphics Corporation)                       330,261       2                271,404       2 
Empire of America Realty Credit Corp.              678,022       5                188,322       1 
Best Buy Co., Inc.                                 235,963       2                117,419       1 
US West Communications, Inc.                       166,950       1                166,950       1 
Safeway Stores Incorporated                        295,313       2                131,775       1 
Xerox Corporation (b)                              590,069       4                                
                                               -----------     ----           -----------     ----
                                               $13,608,340     100%           $13,402,732     100%
                                               ===========     ====           ===========     ====
</TABLE>

(a)   Represents the Company's proportionate share of lease revenues from an
      equity investment.
(b)   Net of Corporate Property Associates 9's minority interest.

                                      -6-
<PAGE>
 
                 CORPORATE PROPERTY ASSOCIATES 10 INCORPORATED


     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)



Note 5.  Equity Investment:
         ----------------- 

The Company owns an approximate 23.7% interest in Marcourt Investments
Incorporated ("Marcourt") which net leases 13 hotel properties to a wholly-owned
subsidiary of Marriott International, Inc. Summarized financial information of
Marcourt is as follows:
<TABLE>
<CAPTION>
 
(in thousands)
                                    December 31, 1995   September 30, 1996
                                    ------------------  ------------------
      <S>                           <C>                 <C>               
      Assets                              $149,910            $149,978    
      Liabilities                          108,876             106,799    
      Shareholders' equity                  41,034              43,179    
                                                                          
                                                                          
                                               Nine Months Ended          
                                    September 30, 1995   September 30, 1996
                                    ------------------   ------------------
      <S>                           <C>                  <C>              
      Revenue                             $13,698              $14,088    
      Interest and other expense            8,604                8,344    
                                          -------              -------    
      Net income                          $ 5,094              $ 5,744    
                                          =======              =======     
</TABLE>


Note 6.  Property in Stamford, Connecticut:
         --------------------------------- 

     In January 1991, the Company and Corporate Property Associates 9, L.P.
("CPA(R):9"), an affiliate, formed a limited partnership with the Company
contributing $3,200,000 for a 68.085% ownership interest as the sole general
partner and CPA(R):9 contributing $1,500,000 for a 31.915% ownership interest as
limited partner. With such contributed capital and the assumption of a limited
recourse mortgage loan obligation of $6,300,000, the limited partnership
purchased an office building in Stamford, Connecticut for $11,000,000 and
assumed an existing net lease, as lessor, with Xerox Corporation ("Xerox"), as
lessee. In August 1994, Xerox declined to exercise its option to extend the
lease and subsequently vacated the property at the end of the lease term in
August 1995. Due to market conditions, the limited partnership was unsuccessful
in its efforts to remarket the property and find a new lessee. In addition, the
mortgage loan was scheduled to mature in September 1995. The limited partnership
attempted to negotiate with the lender, proposing alternatives such as extending
the maturity, satisfying the balloon payment obligation at a substantial
discount or selling the property back to the lender for $10,000 in excess of the
mortgage balance of $6,300,000. Although the lender had tentatively agreed to
the proposal to purchase the property, the lender decided not to complete the
transaction. Given these circumstances and an assessment that the net realizable
value of the property was less than the mortgage balance, in 1995 the Company
wrote down the property to its estimated fair value of $2,490,000.

Because of the impasse with the lender, the limited partnership retains
ownership of the property. In October 1996, the Boards of Directors of the
Corporate General Partner of CPA(R):9 and the Company approved a proposal that
would allow the Company to transfer all or a portion of its ownership in the
limited partnership to CPA(R)9 for nominal consideration. There is no assurance
that any transfer of interests will be completed.

                                      -7-
<PAGE>
 
                 CORPORATE PROPERTY ASSOCIATES 10 INCORPORATED


                Item 2. - MANAGEMENT'S DISCUSSION OF OPERATIONS
                -----------------------------------------------



Results of Operations:
- --------------------- 

     Net income for the three-month and nine-month periods ended September 30,
1996 increased by $4,800,000 and $5,819,000, respectively, as compared with net
income for the three-month and nine-month periods ended September 30, 1995. The
increase in net income was due to the writedown to net realizable value of the
Stamford, Connecticut property in the third quarter of 1995, which, net of the
portion of such writedown applicable to a minority interest, reduced 1995
earnings by $5,119,000 and gains on the sale of properties in 1996. Income
before gain on sales, excluding the effects of the writedown, reflected
decreases of $259,000 and $351,000 for the comparable three-month and nine-month
periods, respectively, ended September 30, 1996 as compared with the similar
periods ended September 30, 1995.

     The decreases in income before gains and excluding the writedown were due
to decreases in lease revenues and increases in property expenses and were
partially offset by increases in other interest income and income from the
Company's equity investment in a real estate investment trust which net leases
13 Courtyard by Marriott hotels to Marriott International, Inc. ("Marriott").
Lease revenues decreased due to the sales of the property leased to Empire of
America Realty Credit Corp. ("Empire") and two properties leased to Safeway
Supermarkets Incorporated ("Safeway") in the first quarter of 1996, the sale of
the property leased to Best Buy Co., Inc. ("Best Buy") in the second quarter of
1996 and the termination of the Xerox Corporation ("Xerox") lease in August
1995. Such revenue decreases were partially offset by rent from the EnviroWorks,
Inc. which commenced in September 1995 and a rent increase effective October
1995 on the Company's lease with Information Resources, Inc. Other interest
income increased due to interest earned on the proceeds from the aforementioned
sales. Equity income from the Marriott investment increased due to the
continuing amortization of principal on its limited recourse mortgage loan which
is fully amortizing over 16 3/4 years and an increase in rentals received
pursuant to a sales override provision in the Marriott lease.

Financial Condition:
- ------------------- 

     There has been no material change in the Company's financial condition
since December 31, 1995. The Company's cash position has improved substantially
due to the proceeds received from property sales which were net of amounts used
to satisfy mortgage indebtedness on such properties amounted to $7,772,000. The
Company also used $2,480,000 to pay off a mortgage loan collateralized by two
properties leased to Kmart Corporation ("Kmart"). The Company is currently
seeking to reinvest the remaining sales proceeds in a contemplated property
acquisition. As a result of the property sales, annual cash flow (rentals less
mortgage debt service) will decrease by approximately $795,000. A substantial
portion, if not all, of the decrease in cash flow would be replaced upon
reinvestment of the sales proceeds.

     Cash from operating activities of $5,001,000 and cash reserves of $321,000
were used to pay dividends of $4,486,000 and $836,000 of scheduled reduction of
mortgage indebtedness. The Company is continuing to evaluate its ability to
maintain the current dividend rate while considering reinvestment opportunities
and the need to maintain appropriate levels of cash reserves to meet current and
expected obligations. Expected cash from operations, taking into account the
reinvestment of funds from property sales, may not be sufficient to fully fund
future dividends at the current levels and scheduled mortgage principal payments
for approximately two years. Management may consider utilizing its cash reserves
to fund any shortfalls during this period or reduce the dividend rate to a level
that could be sustained solely from cash flow from operations remaining after
amortization of debt. In addition, the Company's cash balances have continued to
benefit from the Advisor's voluntary deferral of a portion of asset management
and performance fees which total $3,589,000 as of September 30, 1996. Cash flow
may also be affected by the June 1996 bankruptcy filing of a tenant, Harvest
Foods, Inc. ("Harvest"). Annual cash flow from Harvest is approximately
$610,000. Although the Harvest lease may be affirmed during the bankruptcy
process and Harvest has made all rental payments subsequent to the bankruptcy
filing, the uncertainty related to this situation is being closely monitored by
Management.

                                      -8-
<PAGE>
 
                 CORPORATE PROPERTY ASSOCIATES 10 INCORPORATED


           Item 2. - MANAGEMENT'S DISCUSSION OF OPERATIONS, Continued
           ----------------------------------------------------------



     Since December 31, 1995, the Company has paid $369,000 toward replacing the
roof on a Kmart property as required under the Kmart leases. The Company is
currently evaluating whether it will need to incur similar costs at another of
its Kmart properties in Denton, Texas within the next year. The Company is
currently monitoring the credit rating of Kmart, and, if Kmart's credit rating
improves to the extent that a low interest limited recourse mortgage could be
obtained, the Company may pursue placing new limited recourse mortgage debt on
the properties. Any such funds obtained from refinancing the Kmart properties
could be utilized for additional property acquisitions in order to further
diversify the portfolio.

     A mortgage loan on the Company's property leased to New WAI, L.P.
("Warehouse Associates") which had been scheduled to mature in April 1996 has
been extended an additional five years pursuant to an extension option which was
available to the Company. If the Company had not exercised the option, a balloon
payment of $977,000 would have been due. In addition, due to successful
negotiations by the Company, the interest rate on another limited recourse
mortgage loan on the Warehouse Associates property was reduced from 10% to
8.75%. Although the loan provided for a rate reduction, the lender made a
further reduction to the rate based on terms that the Company was in the process
of negotiating from other potential lenders. As a result of the reset, annual
debt service will decrease by $69,000.

     As more fully described in Note 6 to the accompanying consolidated
financial statements, the Company owns a 68.085% interest as general partner in
Hope Street Connecticut Limited Partnership ("Hope St."), a limited partnership,
which owns a property in Stamford, Connecticut which had formerly been leased to
Xerox. Corporate Property Associates 9, L.P. ("CPA(R):9"), an affiliate, owns
the remaining 31.915% interest as the sole limited partner. Although Hope St.
had reached a tentative agreement to sell the Stamford property back to its
lender for $10,000 in full satisfaction of the $6,300,000 limited recourse loan
on the property, the lender decided not to complete the transaction. Because of
the impasse with the lender, Hope St. retains ownership of the property. In
October 1996, the Boards of Directors of the Corporate General Partner of
CPA(R):9 and the Company approved a proposal that would allow the Company to
sell a portion or all of its ownership in Hope St. to CPA(R):9 for nominal
consideration. Based on its projections, Management has concluded that the
economic benefit from utilizing a realized loss on all or a portion of the
Company's interest in Hope St. to offset realized gains recognized on the sales
of the Empire and Best Buy properties is equal or greater than any potential
benefits of retaining its ownership interest in Hope St. There is no assurance
that any sale of interests will be completed. Because the loan was structured as
a limited recourse obligation, the lender has no recourse to any of the
Company's assets other than the encumbered property.

                                      -9-
<PAGE>
 
                 CORPORATE PROPERTY ASSOCIATES 10 INCORPORATED



                                    PART II
                                    -------



Item 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- -------------------------------------------------------------


             During the quarter ended September 30, 1996 no matters were
             submitted to a vote of Security Holders.




Item 6. - EXHIBITS AND REPORTS ON FORM 8-K
- ------------------------------------------

       (a)   Exhibits:

             None.


       (b)   Reports on Form 8-K:


                  During the quarter ended September 30, 1996, the Company was
                  not required to file any reports on Form 8-K.

                                     -10-
<PAGE>
 
                 CORPORATE PROPERTY ASSOCIATES 10 INCORPORATED



                                   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 10 INCORPORATED



      11/12/96                  By:   /s/ Claude Fernandez              
     ----------                       ------------------------------    
        Date                          Claude Fernandez                  
                                      Executive Vice President and      
                                      Chief Administrative Officer      
                                      (Principal Financial Officer)     
                                                                        
                                                                        
                                                                        
      11/12/96                  By:   /s/ Michael D. Roberts            
     ----------                       -------------------------------   
        Date                          Michael D. Roberts                
                                      First Vice President and Controller
                                      (Principal Accounting Officer)     

                                     -11-

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                       6,691,756
<SECURITIES>                                         0
<RECEIVABLES>                                   86,514
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             6,778,270
<PP&E>                                     124,448,650
<DEPRECIATION>                              10,191,915
<TOTAL-ASSETS>                             132,710,646
<CURRENT-LIABILITIES>                        5,292,370
<BONDS>                                     75,166,595
                                0
                                          0
<COMMON>                                         7,217
<OTHER-SE>                                  49,416,763
<TOTAL-LIABILITY-AND-EQUITY>               132,710,646
<SALES>                                              0
<TOTAL-REVENUES>                            11,789,056
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                             3,686,777
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           5,977,736
<INCOME-PRETAX>                              4,024,771
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          4,024,771
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 4,024,771
<EPS-PRIMARY>                                      .56
<EPS-DILUTED>                                      .56
        

</TABLE>


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