<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended MARCH 31, 1999
of
CORPORATE PROPERTY ASSOCIATES 12 INCORPORATED
CPA(R):12
A MARYLAND Corporation
IRS Employer Identification No. 13-3726306
SEC File Number 033-68728
50 ROCKEFELLER PLAZA,
NEW YORK, NEW YORK 10020
(212) 492-1100
CPA(R):12 has SHARES OF COMMON STOCK registered pursuant to Section 12(g) of the
Act.
CPA(R):12 is not registered on any exchanges.
CPA(R):12 does not have any Securities registered pursuant to Section 12(b) of
the Act.
CPA(R):12 is unaware of any delinquent filers pursuant to Item 405 of Regulation
S-K.
CPA(R):12 (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):12 has no active market for common stock at May 10, 1999. 28,543,746
shares of common stock, $.001 Par Value outstanding at May 10, 1999.
<PAGE> 2
CORPORATE PROPERTY ASSOCIATES 12 INCORPORATED
AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
PART I
Item 1. - Financial Information*
Condensed Consolidated Balance Sheets, as of December 31, 1998
and March 31, 1999 2
Condensed Consolidated Statements of Income for the three
months ended March 31, 1998 and 1999 3
Condensed Consolidated Statements of Comprehensive Income
for the three months ended March 31, 1998 and 1999 3
Condensed Consolidated Statement of Cash Flows for the three
months ended March 31, 1998 and 1999 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 Disclosure 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
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> 3
CORPORATE PROPERTY ASSOCIATES 12 INCORPORATED
AND SUBSIDIARIES
PART I
Item 1. - FINANCIAL INFORMATION
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, March 31,
1998 1999
------------- -------------
(Note) (Unaudited)
<S> <C> <C>
ASSETS:
Land and buildings,
net of accumulated depreciation of
$9,520,197 at December 31, 1998 and
$10,920,096 at March 31, 1999 $ 290,253,526 $ 303,732,222
Net investment in direct financing leases 36,820,657 38,960,325
Equity investments 25,971,837 43,311,850
Cash and cash equivalents 37,790,505 10,940,973
Other assets 7,767,129 7,143,182
------------- -------------
Total assets $ 398,603,654 $ 404,088,552
============= =============
LIABILITIES:
Limited recourse mortgage notes payable $ 109,261,349 $ 108,590,156
Accrued interest 907,922 801,918
Accounts payable to affiliates 1,839,533 2,424,828
Accounts payable and accrued expenses 659,750 748,022
Dividends payable 5,805,617 5,811,334
Prepaid rental income and security deposits 4,996,561 5,010,417
Deferred acquisition fees payable to an affiliate 8,876,292 7,634,184
------------- -------------
Total liabilities 132,347,024 131,020,859
------------- -------------
Minority Interest 26,969,738 36,503,928
------------- -------------
Commitments and contingencies
SHAREHOLDERS' EQUITY:
Common stock, $.001 par value; authorized,
40,000,000 shares; issued and outstanding
28,717,726 shares at December 31, 1998
and March 31, 1999 28,717 28,717
Additional paid-in capital 257,668,301 257,668,301
Accumulated other comprehensive income 2,607,571 1,919,009
Dividends in excess of accumulated earnings (19,903,364) (21,531,364)
------------- -------------
240,401,225 238,084,663
Less: common stock in treasury at cost,
129,301 and 173,980 shares at December 31, 1998
and March 31, 1999 (1,114,333) (1,520,898)
------------- -------------
Total shareholders' equity 239,286,892 236,563,765
------------- -------------
Total liabilities and shareholders' equity $ 398,603,654 $ 404,088,552
============= =============
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
Note: The balance sheet at December 31, 1998 has been derived from the
audited consolidated financial statements at that date.
-2-
<PAGE> 4
CORPORATE PROPERTY ASSOCIATES 12 INCORPORATED
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31, 1998 March 31, 1999
-------------- --------------
<S> <C> <C>
Revenues:
Rental income $ 6,070,726 $ 7,357,090
Interest income from direct financing leases 1,231,691 1,094,112
Other interest income 744,579 286,964
------------ -----------
8,046,996 8,738,166
------------ -----------
Expenses:
Interest 1,950,116 2,304,560
Depreciation and amortization 1,158,899 1,431,305
General and administrative 511,843 630,916
Property expense 1,078,936 1,086,224
------------ -----------
4,699,794 5,453,005
------------ -----------
Income before income from equity investments
and extraordinary item 3,347,202 3,285,161
Income from equity investments 534,546 884,126
------------ -----------
Income before extraordinary item 3,881,748 4,169,287
Extraordinary loss on extinguishment of debt (379,247)
Net income $ 3,502,501 $ 4,169,287
============ ===========
Basic income per common share before
extraordinary item $ .14 $ .15
Extraordinary item (.02)
------------ -----------
Basic income per share $ .12 $ .15
============ ===========
Weighted average shares outstanding - basic 28,260,379 28,566,086
============ ===========
</TABLE>
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31, 1998 March 31, 1999
-------------- --------------
<S> <C> <C>
Net income $3,502,501 $ 4,169,287
---------- -----------
Other comprehensive income (loss):
Change in unrealized gain (loss) on
securities during the period 814,866 (688,562)
---------- -----------
Other comprehensive income (loss) 814,866 (688,562)
---------- -----------
Comprehensive income $4,317,367 $ 3,480,725
========== ===========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
-3-
<PAGE> 5
CORPORATE PROPERTY ASSOCIATES 12 INCORPORATED
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1998 1999
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 3,502,501 $ 4,169,287
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 1,158,899 1,431,305
Straight-line rent adjustments and other noncash rent adjustments (470,849) (230,270)
Income from equity investments in excess
of distributions received (224,913)
Extraordinary charge on extinguishment of debt 379,247
Provision for uncollected rent 53,460 63,384
Change in operating assets and liabilities (208,644) 616,880
------------ ------------
Net cash provided by operating activities 4,189,701 6,050,586
------------ ------------
Cash flows from investing activities:
Distributions from equity investments in excess of equity income -- 16,455
Purchases of real estate and equity investments
and additional capitalized costs (23,012,984) (34,052,304)
Payment of deferred acquisition fees -- (1,529,131)
------------ ------------
Net cash used in investing activities (23,012,984) (35,564,980)
------------ ------------
Cash flows from financing activities:
Prepayment of mortgage payable (7,957,949)
Payments on mortgage principal (475,702) (671,193)
Contributions from minority interest partner 9,534,190
Dividends paid (5,719,178) (5,791,570)
Payment made on extinguishment of debt (379,247)
Purchase of treasury stock (157,971) (406,565)
------------ ------------
Net cash (used in) provided by financing activities (14,690,047) 2,664,862
Net decrease in cash and cash equivalents (33,513,330) (26,849,532)
Cash and cash equivalents, beginning of period 72,423,221 37,790,505
------------ ------------
Cash and cash equivalents, end of period $ 38,909,891 $ 10,940,973
============ ============
Supplemental disclosure of cash flows information:
Interest paid $ 2,004,383 $ 2,410,564
============ ============
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
-4-
<PAGE> 6
CORPORATE PROPERTY ASSOCIATES 12 INCORPORATED
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1. Basis of Presentation:
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles 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 generally accepted accounting
principles 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 periods presented have
been included. The results of operations for the interim periods are not
necessarily indicative of results for the full year. 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, 1998.
Note 2. Transactions with Related Parties:
Pursuant to the advisory agreement, the Advisor performs certain advisory and
administrative services for the Company. For the three-month periods ended March
31, 1998 and 1999, the Company incurred asset management fees of $400,738 and
$495,084, respectively, with performance fees in like amount. General and
administrative expense reimbursements for three-month periods ended March 31,
1998 and 1999 were $182,702 and $194,042, respectively.
Note 3. 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
leasing revenues below for the three-month periods ended March 31, 1998 and 1999
are as follows:
<TABLE>
<CAPTION>
1998 1999
----------- -----------
<S> <C> <C>
Per Statements of Income:
Rental income from operating leases $ 6,070,726 $ 7,357,090
Interest from direct financing leases 1,231,691 1,094,112
Adjustment:
Share of leasing revenue from equity
investments 1,105,406 2,045,124
----------- -----------
$ 8,407,823 $10,496,326
=========== ===========
</TABLE>
For the three-month periods ended March 31, 1998 and 1999, the Company earned
its proportionate net leasing revenues from its investments as follows:
-5-
<PAGE> 7
CORPORATE PROPERTY ASSOCIATES 12 INCORPORATED
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -
(CONTINUED)
<TABLE>
<CAPTION>
Lease Obligor: 1998 % 1999 %
-------------- ---- - ---- -
<S> <C> <C> <C> <C>
Advanced Micro Devices, Inc. (a) -- -- $ 762,125 7%
Etec Systems, Inc. $ 401,220 5% 746,928 7
Perry Graphic Communications, Inc.
and Judd's Incorporated 547,892 7 547,892 5
Scott Companies Inc. 485,213 6 485,213 5
Spectrian Corporation 481,250 6 481,250 5
Westell Technologies, Inc. 437,063 5 479,097 5
Best Buy Co., Inc. (a) 448,187 5 446,267 4
QMS, Inc. 422,344 5 422,344 4
Telos Corporation 361,750 4 361,750 4
Career Education Corporation 304,052 4 361,024 4
Q Clubs, Inc. 349,902 4 352,402 3
Applied Bioscience International, Inc. 325,500 4 347,929 3
The Upper Deck Company (a) 329,969 4 329,969 3
Gensia, Inc. (a) 327,250 4 327,250 3
Del Monte Corporation 321,563 4 321,563 3
Silgan Containers Corporation 223,300 3 318,750 3
The Bon-Ton Stores, Inc. 317,688 4 317,688 3
Marconi Integrated Systems, Inc. 315,508 4 315,508 3
Lanxide Corporation 257,500 3
Garden Ridge Corporation 248,941 3 248,941 2
Texas Freezer Company, Inc. -- -- 232,687 2
Big V Holding Corp. 205,744 3 208,794 2
Rheometric Scientific, Inc. 202,596 2 206,167 2
Nutramax Products, Inc. -- -- 205,992 2
The Garden Companies, Inc. 204,100 2 204,100 2
Other 889,291 9 1,464,696 14
---------- --- ----------- ---
$8,407,823 100% $10,496,326 100%
========== === =========== ===
</TABLE>
(a) Represents the Company's proportionate share of lease revenues from its
equity investments.
Note 4. Equity Investments:
The Company holds interests in six entities in which its ownership interest is
50% or less. All of the entities were formed and are owned with affiliates that
have similar investment objectives as the Company. The Company's ownership in
entities that net lease to the following tenants is as follows: Best Buy Co.,
Inc., 37%; Intesys Technologies, Inc., 50%; Genesia, Inc., 50%; The Upper Deck
Company, 50%; Advanced Micro Devices, Inc., 33.33% and Compucom Systems, Inc.,
33.33%. The interests in the Intesys Technologies, Inc. and Compucom Systems,
Inc. entities were purchased during the quarter ended March 31, 1999 (see Note
5). Combined summarized financial information on the Company's equity
investments are as follows:
-6-
<PAGE> 8
CORPORATE PROPERTY ASSOCIATES 12 INCORPORATED
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -
(CONTINUED)
<TABLE>
<CAPTION>
(In thousands) December 31, 1998 March 31,1999
----------------- -------------
<S> <C> <C>
Assets (primarily real estate) $184,060 $246,006
Liabilities (primarily mortgage notes
payable) 123,265 146,370
Partners' and members' equity 60,795 99,636
</TABLE>
<TABLE>
<CAPTION>
March 31,1998 March 31,1999
------------- -------------
<S> <C> <C>
Revenues (primarily rental revenue) $2,526 $5,170
Expenses (primarily interest on
mortgages and depreciation) 1,316 3,005
Net income 1,210 2,165
</TABLE>
Note 5. Acquisitions:
On February 3, 1999, the Company and Corporate Property Associates 14
Incorporated ("CPA(R):14"), an affiliate, each acquired 50% ownership interests
in a newly formed entity, and purchased land and building in Gilbert, Arizona
for $23,560,000 and entered into a net lease with Intesys Technologies, Inc.
("Intesys"). The Intesys lease has an initial term of twenty years with two
ten-year renewal terms at the option of Intesys. The lease provides for annual
rent payments of $2,274,750 with rent increases every three years based on a
formula indexed to the increase in the CPI, with any single increase capped at
9%.
On March 31, 1999 the Company and two affiliates, Carey Institutional Properties
Incorporated and CPA(R):14, through a newly-formed entity in which the Company
and the two affiliates each own 1/3 interests, purchased land and building in
Dallas, Texas for $39,790,500 and entered into a net lease with Compucom
Systems, Inc. ("Compucom"). The Compucom lease has an initial term of 20 years
with two five-year renewal terms at Compucom's option. The lease initially
provides for annual rent of $3,914,000 with rent increases every three years
based on a formula indexed to increases in the CPI, with each increase capped at
a maximum increase of 13.3%.
In connection with the Compucom purchase, the newly-formed entity obtained a
limited recourse mortgage loan of $23,000,000. The loan is collateralized by the
Compucom property and an assignment of the Compucom lease and bears interest at
an annual interest rate of 7.215% with monthly payments of interest and
principal of $165,727 based on a 25-year amortization schedule. The loan matures
in April 2009 when a balloon payment will be due. A prepayment premium will
apply if the loan is prepaid prior to six months before maturity.
The interests in the Intesys and Compucom properties are being accounted for
under the equity method.
-7-
<PAGE> 9
CORPORATE PROPERTY ASSOCIATES 12 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 Company's
condensed consolidated financial statements and notes thereto as of March 31,
1999 included in this quarterly report and the Company's Annual Report on Form
10-K for the year ended December 31, 1998. 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 of the Company 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 the
Company that the results or conditions described in such statements or the
objectives and plans of the Company will be achieved.
RESULTS OF OPERATIONS:
Net income for the three-month period ended March 31, 1999 increased by
$667,000 as compared with the three-month period ended March 31, 1998. The
results for the prior year period included an extraordinary charge of $379,000
that resulted from a prepayment charge on the extinguishment of a mortgage loan.
Excluding the effect of this extraordinary charge, income for the comparable
periods would have reflected an increase of $288,000. The increase in income
before extraordinary items was due to increases in lease revenues (rental income
and interest income from direct financing leases) and income from equity
investments. These benefits to income were partially offset primarily by
increases in interest and depreciation expenses and lower interest income.
The increase in lease revenues was due to the completion of several
build-to-suit projects in both 1998 and 1999, purchases of properties in 1998
that did not reflect a full quarter's results in the prior year period, and, to
a lesser extent, rent increases from existing leases. During 1998, the Company
completed construction of an additional building leased to Etec Systems, Inc.
and a cold storage warehouse leased to Texas Freezer, Inc. During 1999, the
Company completed build-to-suit projects for Randall International, Inc. and
International Management Consulting, Inc. as well as an expansion of an existing
facility leased to Career Education Corporation. The projects that were
completed and placed into service during the current quarter contributed
revenues of $228,000. A full quarter's revenues from these completed projects
will provide rents of $467,000. As a result of the termination of a lease with
Lanxide Corporation, annual rents have decreased $1,030,000. Because the Company
has assumed three subleases at the Lanxide property, the property is still able
to generate annual rents of $584,000 from the assumed subleases so that the net
decrease in revenue from this property was $446,000. The subleases expire in
2000 and 2001. The increase in income from equity investments was due to a full
quarter's earnings from the interest in the property leased to Advanced Micro
Devices, Inc. purchased in December 1998 and the purchase of the interest in the
property leased to Intesys Technologies, Inc. on February 3, 1999. In addition,
the Company purchased an interest in a property leased to Compucom Systems, Inc.
on March 31, 1999. Solely as a result of the investments in the Intesys and
Compucom properties, annual cash flow will increase by approximately $1,779,000.
The increases in interest and depreciation expenses were due to increases in
mortgage loan balances and real estate investments, respectively, as compared
with the prior period. The decrease in interest income was due to a decrease in
average cash balances. The objective of the Company is to hold cash balances
sufficient for working capital purposes and to use the proceeds of its offerings
for investment in net lease real estate. A decrease in cash balances, and
accordingly, in other interest income was consistent with the Company's
objectives.
A new building at the Etec property which is owned with an affiliate,
Corporate Property Associates 14 Incorporated, will be completed during the
second quarter of 1999. Annual cash flow from the new building after a
$30,000,000 mortgage loan is placed on the property will be approximately
$1,234,000.
-8-
<PAGE> 10
CORPORATE PROPERTY ASSOCIATES 12 INCORPORATED
AND SUBSIDIARIES
Item 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
FINANCIAL CONDITION:
Cash flow from operations and distributions from equity investments
totaled $6,067,000 and was sufficient to fund fully the quarterly dividend of
$5,792,000 and $275,000 of $671,000 of scheduled mortgage principal payment
installments. With the deployment of substantially all of the cash from the
Company's offerings in real estate, the Company expects that operating cash flow
will be sufficient to fund all mortgage principal installments as well as
quarterly dividends. Operating cash flow (including distributions from equity
investments) will increase because of the anticipated completion of the Etec
property during the second quarter and the purchase of the interest in the
Compucom property. The Compucom property was purchased on March 31, 1999, and,
therefore, had no effect on current period cash flow from operations. Annual
cash flow from the investment in the Compucom property will be approximately
$642,000.
The Company's investing activities consisted of using $34,052,000 for the
purchase of two equity investments and toward the completion of build-to-suit
projects as well as making a payment for deferred acquisition fees of
$1,529,000. In addition to the Etec project, which is near completion, the
Company has two remaining build-to-suit commitments consisting of an expansion
of the property leased to Marconi Integrated Systems, Inc. and a property leased
to Balanced Care Corporation. The remaining costs for the two remaining projects
are $8,6400,000.
In addition to paying dividends and mortgage debt service, the Company's
financing activities included using $9,534,000 of contributions from the
minority owner in the Etec project to fund construction. The Company is also
negotiating a $40,000,000 line of credit that will be used to fund additional
real estate investments on a transitional basis. There is no assurance, however,
that the line of credit agreement will be concluded. In the event this credit
facility is established, it would ultimately be paid down using the proceeds
from placing limited recourse mortgage debt on existing and to be purchased
properties. A credit facility agreement will require the Company to meet certain
financial covenant requirements. The financial requirements are in the process
of being negotiated.
The Company and its affiliates are actively evaluating their readiness
relating to the Year 2000 issue. The Year 2000 issue refers to the series of
problems that have resulted or may result from the inability of certain computer
software and embedded processes to process dates properly. The Company and its
affiliates are completing a program of replacing or upgrading equipment that has
been identified as not being Year 2000 compliant. The Company and its affiliates
have also completed remediating certain software applications. Contingency plans
are in the process of being developed and should be completed during the second
quarter.
The Company believes it is addressing its internal Year 2000 issues in a
timely manner. There is, however, a risk that the inability of third-party
suppliers and tenants to meet Year 2000 readiness issues could have an adverse
effect on the Company. The Company and its affiliates have identified their
critical suppliers and are requiring that suppliers communicate their plans and
progress in identifying Year 2000 readiness.
The Company contacted its tenants regarding Year 2000 readiness and has
emphasized the need to address Year 2000 issues. Generally, tenants are
contractually required to maintain their leased properties in good working order
and to make necessary alterations, foreseen or unforeseen, to meet their
contractual obligations. Because of those obligations, the Company believes that
the risks and costs of upgrading systems related to operations of the buildings
and that contain technology affected by Year 2000 issues will generally be
absorbed by tenants rather than the Company. The major risk is that Year 2000
issues have such an adverse effect on the financial condition of a tenant that
its ability to meet its lease obligations, including the timely payment of rent,
is impaired. In such an event, the Company may ultimately incur the costs for
Year 2000 readiness at the affected properties. The potential materiality of any
impact is not known at this time.
-9-
<PAGE> 11
CORPORATE PROPERTY ASSOCIATES 12 INCORPORATED
AND SUBSIDIARIES
PART II
Item 3A. - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Approximately $81,175,000 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, 1999
ranged from LIBOR and 1.97% to the lender's prime rate and 2%. There has been
material change since December 31, 1998.
(in thousands)
<TABLE>
<CAPTION>
1999 2000 2001 2002 2003 Thereafter Total Fair Value
---- ---- ---- ---- ---- ---------- ----- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fixed rate $1,576 $ 4,438 $2,301 $2,486 $2,622 $67,752 $81,175 $81,601
Average
interest rate 7.8% 8.54% 7.72% 7.73% 7.73% 7.76%
Variable rate $ 493 $13,058 $ 572 $5,030 $5,421 $ 2,841 $27,415 $27,415
</TABLE>
As of March 31, 1999, 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, 1999, no matters were submitted to a
vote of Security Holders.
Item 6. - EXHIBITS AND REPORTS ON FORM 8-K
(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 # 33-99994) is as follows:
<TABLE>
<S> <C>
Shares registered: 20,300,000
Aggregate price of offering amount registered: $203,000,000
Shares sold: 20,198,459
Aggregated offering price of amount sold: $201,984,590
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: $ 5,235,503
Direct or indirect payments to others: $ 10,521,232
Net offering proceeds to the issuer after
deducting expenses: $186,227,855
Purchases of real estate: $184,208,009
Working capital reserves: $ 2,019,846
Temporary investments in cash and cash
equivalents: --
</TABLE>
(b) Reports on Form 8-K:
During the quarter ended March 31, 1999, the Company was not
required to file any reports on Form 8-K.
-10-
<PAGE> 12
CORPORATE PROPERTY ASSOCIATES 12 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 12 INCORPORATED
AND SUBSIDIARIES
5/10/99 By: /s/ Steven M. Berzin
---------- --------------------------------------
Date Steven M. Berzin
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
5/10/99 By: /s/ Claude Fernandez
---------- --------------------------------------
Date Claude Fernandez
Executive Vice President and
Chief Administrative Officer
(Principal Accounting Officer)
-11-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE THREE-MONTHS ENDED MARCH 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1999
<CASH> 10,940,973
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 10,940,973
<PP&E> 353,612,643
<DEPRECIATION> 10,920,096
<TOTAL-ASSETS> 404,088,552
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0
0
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<EPS-PRIMARY> .15
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</TABLE>
