<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 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 16, 2000.
28,619,527 shares of common stock, $.001 Par Value outstanding at May 16, 2000.
<PAGE> 2
CORPORATE PROPERTY ASSOCIATES 12 INCORPORATED
AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
Page No.
--------
PART I
- --------
<S> <C>
Item 1. - Financial Information*
Condensed Consolidated Balance Sheets, as of December 31, 1999
and March 31, 2000 2
Condensed Consolidated Statements of Income for the three
months ended March 31, 1999 and 2000 3
Condensed Consolidated Statements of Comprehensive Income
for the three months ended March 31, 1999 and 2000 3
Condensed Consolidated Statement 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 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,
1999 2000
--------------- ---------------
(Note) (Unaudited)
<S> <C> <C>
ASSETS:
Real estate leased to others:
Accounted for under the operating method:
Land $ 43,733,554 $ 43,733,554
Buildings 288,761,467 291,026,034
------------- -------------
332,495,021 334,759,588
Accumulated depreciation 16,002,192 17,867,692
------------- -------------
316,492,829 316,891,896
Net investment in direct financing leases 40,479,390 41,014,474
------------- -------------
Real estate leased to others 356,972,219 357,906,370
Equity investments 45,068,997 41,673,035
Cash and cash equivalents 8,847,449 11,265,096
Other assets 7,199,306 6,382,627
------------- -------------
Total assets $ 418,087,971 $ 417,227,128
============= =============
LIABILITIES:
Limited recourse mortgage notes payable $ 138,361,131 $ 137,461,548
Accrued interest 422,598 1,034,935
Accounts payable to affiliates 2,885,052 2,583,428
Accounts payable and accrued expenses 487,020 516,960
Deferred acquisition fees payable to an affiliate 7,911,752 6,867,561
Prepaid rental income and security deposits 5,520,543 5,926,009
Dividends payable 5,852,519 5,845,926
------------- -------------
Total liabilities 161,440,615 160,236,367
------------- -------------
Minority interest 22,397,277 23,494,849
------------- -------------
Commitments and contingencies
SHAREHOLDERS' EQUITY:
Common stock, $.001 par value; authorized, 40,000,000 shares; issued and
outstanding 28,909,098 and 28,963,698 shares at
December 31, 1999 and March 31, 2000 28,909 28,963
Additional paid-in capital 259,581,829 260,127,779
Dividends in excess of accumulated earnings (23,346,983) (23,552,397)
Accumulated other comprehensive income 483,269
------------- -------------
236,747,024 236,604,345
Less: common stock in treasury at cost,
285,051 and 344,171 shares at December 31, 1999
and March 31, 2000 (2,496,945) (3,108,433)
------------- -------------
Total shareholders' equity 234,250,079 233,495,912
------------- -------------
Total liabilities and shareholders' equity $ 418,087,971 $ 417,227,128
============= =============
</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 12 INCORPORATED
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31, 1999 March 31, 2000
-------------- --------------
Revenues:
<S> <C> <C>
Rental income $ 7,357,090 $ 9,588,827
Interest income from direct financing leases 1,094,112 1,262,367
Other interest income 286,964 109,490
------------ ------------
8,738,166 10,960,684
------------ ------------
Expenses:
Interest 2,304,560 2,690,132
Depreciation and amortization 1,431,305 2,101,232
General and administrative 630,916 599,616
Property expense 1,086,224 1,534,265
------------ ------------
5,453,005 6,925,245
------------ ------------
Income before minority investment in income,
income from equity investments and gain on sale 3,285,161 4,035,439
Minority interest in income (296,231)
------------ ------------
Income before income from equity investments
and gain on sale 3,285,161 3,739,208
Income from equity investments 884,126 1,127,579
------------ ------------
Income before gain on sale 4,169,287 4,866,787
Gain on sale of securities 778,946
------------ ------------
Net income $ 4,169,287 $ 5,645,733
============ ============
Basic income per common share $ .15 $ .20
============ ============
Weighted average shares outstanding - basic 28,566,086 28,673,451
============ ============
</TABLE>
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31, 1999 March 31, 2000
-------------- --------------
<S> <C> <C>
Net income $ 4,169,287 $ 5,645,733
----------- -----------
Other comprehensive income
Change in unrealized appreciation on
securities during the period (688,562) 295,677
Change in unrealized appreciation
resulting from sale of securities (778,946)
----------- -----------
Other comprehensive income (688,562) (483,269)
----------- -----------
Comprehensive income $ 3,480,725 $ 5,162,464
=========== ===========
</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,
--------------------------------
1999 2000
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 4,169,287 $ 5,645,733
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 1,431,305 2,101,232
Straight-line rent adjustments and other noncash rent adjustments (230,270) (190,583)
Income from equity investments in excess
of distributions received (106,923)
Fees paid by issuance of stock 546,005
Minority interest income 296,231
Provision for uncollected rent 63,384
Gain on sale of securities (778,946)
Change in operating assets and liabilities 616,880 85,675
------------ ------------
Net cash provided by operating activities 6,050,586 7,598,424
------------ ------------
Cash flows from investing activities:
Distributions from equity investments in excess of equity income 16,455
Capital distribution from equity investments 3,674,944
Purchases of real estate and equity investments
and additional capitalized costs (34,052,304) (3,009,122)
Proceeds from sale of securities 1,765,063
Payment of deferred acquisition fees (1,529,131) (1,044,191)
------------ ------------
Net cash (used in) provided by investing activities (35,564,980) 1,386,694
------------ ------------
Cash flows from financing activities:
Payments on mortgage principal (671,193) (899,583)
Contributions from minority interest partner 9,534,190 1,086,370
Distributions to minority interest partner (285,029)
Dividends paid (5,791,570) (5,857,741)
Purchase of treasury stock (406,565) (611,488)
------------ ------------
Net cash provided by (used in) financing activities 2,664,862 (6,567,471)
------------ ------------
Net (decrease) increase in cash and cash equivalents (26,849,532) 2,417,647
Cash and cash equivalents, beginning of period 37,790,505 8,847,449
------------ ------------
Cash and cash equivalents, end of period $ 10,940,973 $ 11,265,096
============ ============
</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, 1999
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, 1999 and 2000, the Company incurred asset management fees of $495,084 and
$673,750, respectively, with performance fees in like amount. General and
administrative expense reimbursements for three-month periods ended March 31,
1999 and 2000 were $194,042 and $283,457, 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, 1999 and 2000
are as follows:
<TABLE>
<CAPTION>
1999 2000
---- ----
<S> <C> <C>
Per Statements of Income:
Rental income from operating leases $ 7,357,090 $ 9,588,827
Interest from direct financing leases 1,094,112 1,262,367
Adjustment:
Share of leasing revenue applicable to
minority interest (718,173)
Share of leasing revenue from equity
investments 2,045,124 2,680,049
------------ ------------
$ 10,496,326 $ 12,813,070
============ ============
</TABLE>
-5-
<PAGE> 7
CORPORATE PROPERTY ASSOCIATES 12 INCORPORATED
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)
For the three-month periods ended March 31, 1999 and 2000, the Company earned
its proportionate net leasing revenues from its investments as follows:
<TABLE>
<CAPTION>
Lease Obligor: 1999 % 2000 %
------------- ---- ---- ---- ----
<S> <C> <C> <C> <C>
Applied Materials, Inc. (a) $ 746,928 7% $ 1,465,387 11%
Advanced Micro Devices, Inc. (b) 762,125 7 726,125 6
BAE Systems, Inc. 315,508 3 679,473 5
Perry Graphic Communications, Inc.
and Judd's Incorporated 547,892 5 547,892 4
Scott Companies Inc. 485,213 5 505,451 4
Spectrian Corporation 481,250 5 488,792 4
Westell Technologies, Inc. 479,097 5 479,097 4
QMS, Inc. 422,344 4 448,368 3
Best Buy Co., Inc. (b) 446,267 4 444,132 3
Career Education Corporation 361,024 4 434,203 3
Telos Corporation 361,750 4 385,814 3
Sicor, Inc. (a) 327,250 3 368,184 3
Q Clubs, Inc. 352,402 3 355,748 3
Applied Bioscience International, Inc. 347,929 3 347,929 3
The Upper Deck Company (b) 329,969 3 329,969 3
Compucom Systems, Inc. (b) 326,134 3
Del Monte Corporation 321,563 3 321,563 3
Silgan Containers Corporation 318,750 3 318,750 2
The Bon-Ton Stores, Inc. 317,688 3 317,688 2
Childtime Childcare, Inc. 199,347 2 291,679 2
Intesys Technologies, Inc. (b) 284,344 2
Big V Holding Corp. 208,794 2 267,540 2
Garden Ridge Corporation 248,941 2 248,941 2
Texas Freezer Company, Inc. 232,687 2 232,687 2
Rheometric Scientific, Inc. 206,167 2 210,105 2
Nutramax Products, Inc. 205,992 2 208,814 2
The Garden Companies, Inc. 204,100 2 204,100 2
Other 1,265,349 12 1,574,161 12
----------- ----------- ----------- -----------
$10,496,326 100% $12,813,070 100%
=========== =========== =========== ===========
</TABLE>
(a) Net of Corporate Property Associates 14 Incorporated's minority interest
in the Etec Systems, Inc. property. A lease guarantee has been provided
by Applied Materials, Inc.
(b) Represents the Company's proportionate share of lease revenues from its
equity investments.
-6-
<PAGE> 8
CORPORATE PROPERTY ASSOCIATES 12 INCORPORATED
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -
(CONTINUED)
Note 4. Equity Investments:
------------------
The Company holds interests in eight 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%; Sicor, Inc., 50%; Ameriserve Food
Distribution, Inc., 40%, The Upper Deck Company, 50%; Advanced Micro Devices,
Inc., 33.33% and Compucom Systems, Inc., 33.33%. Combined summarized financial
information on the Company's equity investments is as follows:
<TABLE>
<CAPTION>
(In thousands) December 31, 1999 March 31, 2000
----------------- --------------
<S> <C> <C>
Assets (primarily real estate) $296,378 $289,217
Liabilities (primarily mortgage notes
payable) 189,151 189,237
Partners' capital and members' equity 107,227 99,980
March 31, 1999 March 31, 2000
-------------- --------------
Revenues (primarily rental revenue) $5,170 $6,986
Expenses (primarily interest on
mortgages and depreciation) 3,005 4,570
------ ------
Net income $2,165 $2,416
====== ======
</TABLE>
Note 5. Gain on Sale of Securities:
--------------------------
In February 1995, the Company was granted warrants to purchase 159,314
shares of Etec Systems, Inc. ("Etec") common stock, exercisable at $0.45 share,
in connection with structuring its net lease with Etec. The Company agreed,
subsequently to cancel its rights to 90,546 warrants for $2,634,000 and used
such funds to prepay a portion of the then outstanding mortgage loan on the Etec
property. In September 1997, the Company exercised a cashless conversion for
68,261 shares of Etec stock. In December 1999, the Company sold 57,000 shares of
Etec stock, and sold its remaining 11,261 Etec shares in January 2000. The
Company recognized a gain on $778,946 in 2000 on the sale of the 11,261 shares.
Etec subsequently was acquired by Applied Materials Inc. which has provided the
Company with an unconditional guarantee of Etec's lease obligations.
-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
Corporate Property Associates 12 Incorporated's ("CPA(R):12") condensed
consolidated financial statements and notes thereto as of March 31, 2000
included in this quarterly report and CPA(R):12's 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 of
CPA(R):12 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 CPA(R):12 that the
results or conditions described in such statements or the objectives and plans
of CPA(R):12 will be achieved.
RESULTS OF OPERATIONS:
- ---------------------
Net income for the three-month period ended March 31, 2000 increased
$1,476,000 as compared with the three-month period ended March 31, 1999.
Excluding a gain on the sale of common stock of Etec Systems, Inc. of $779,000
in January 2000, income would have reflected an increase of $697,000, or 17%.
The increase in income was due to an increase in lease revenues (rental income
and interest income from direct financing leases) and income from equity
investments.
The increase in lease revenues was due to (a) the completion of
build-to-suit expansions in 1999 at properties leased to BAE Systems, Inc. and
Etec Systems, Inc., (now Applied Materials, Inc.) (b) the commencement of leases
in 1999 upon completion of build-to-suit construction of new properties leased
to Randall International, Inc., International Management Consulting, Inc., and
Balanced Care Corporation, and (c) rent increases at several properties in 1999
and 2000. The increase in income from equity investments was due primarily to
full quarter's earnings on the properties net leased to Intesys Technologies,
Inc. and Compucom Systems, Inc. which interests were purchased in February 1999
and March 1999, respectively. Income from equity investments reflected
CPA(R):12's interests in two net leases for four properties net leased to
Ameriserve Food Distribution, Inc. The increase in interest expense was due to
the $30,000,000 limited recourse mortgage loan that was obtained on the
$52,000,000 expansion to the Etec property subsequent to Etec occupying the
property in July 1999. Minority interest in income in the accompanying condensed
consolidated statements of income reflects Corporate Property Associates 14
Incorporated's 49.99% ownership interest in the new building at the Etec
property. In connection with the acquisition of Etec by Applied Materials Inc.
during the first quarter of 2000, CPA(R):12 has obtained an unconditional
guarantee of Etec's lease obligations from Applied Materials. The increase in
depreciation expense was due to the completion of expansions and new buildings
in 1999. The increase in property expenses was due to an increase in the asset
management and performance fees and reflects the increase in CPA(R):12's real
estate asset base since March 31, 1999.
CPA(R):12 is continuing to monitor the Ameriserve bankruptcy.
CPA(R):12's share of income from its investment in the Ameriserve properties was
approximately $140,000 in the current three-month period and its equity
investment of approximately $4,800,000 as of March 31, 2000 represented
approximately 1% of total assets.
-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 flows from operations of $7,598,000 were sufficient to pay
quarterly dividends of $5,858,000, scheduled mortgage principal installments of
$900,000 and distributions of $285,000 to the minority interest partners in the
Etec property.
CPA(R):12's investing activities included using $3,009,000 to complete
funding of build-to-suit expansions that went into service in 1999 and to pay
its Advisor an annual installment of deferred acquisition fees. Under
CPA(R):12's advisory agreement, a portion of acquisition, structuring and
development fees are deferred rather than paid at the time the acquisition is
completed. The advisory agreement requires that the deferred fees be paid over
no less than eight years, and is payable only if certain expense limitations are
met. CPA(R):12 also received $1,765,000 from its sale of Etec common stock,
including $986,000 from the settlement of sale at the end of December 1999. The
Company was granted warrants in connection with structuring its initial
sale-leaseback with Etec in 1995. Etec subsequently became a publicly-traded
company allowing CPA(R):12 to realize substantial value from the grant of
warrants. The aggregate realized gain from selling the Etec stock (including
gains recognized in 1999 and 2000) was $3,135,000. CPA(R):12 received $3,675,000
as a capital distribution from its investment in the Ameriserve properties with
such distribution representing funds released from an escrow account that had
been held by one of the Ameriserve mortgage lenders and thereby returning equity
that had been invested by CPA(R):12 in the Ameriserve properties.
In addition to paying dividends, distributions and mortgage principal
installments, CPA(R):12's financing activities included receiving a final
payment of $1,086,000 from an affiliate for its share of the investment in the
Etec property and using $611,000 to pay stock redemptions to shareholders.
CPA(R):12 has not yet used its $40,000,000 credit facility that is available to
fund acquisitions on a transitional basis. The term of the agreement ends in
June 2000, and CPA(R):12 intends to exercise its option to extend the term until
June 2001.
-9-
<PAGE> 11
CORPORATE PROPERTY ASSOCIATES 12 INCORPORATED
AND SUBSIDIARIES
PART II
Item 3A. - Quantitative and Qualitative disclosures about market risk
Approximately $117,634,000 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 ranged from LIBOR and 2.75% to the lender's prime rate and 2.0%. There has
been material change since December 31, 1999.
<TABLE>
<CAPTION>
(in thousands)
2000 2001 2002 2003 2004 Thereafter Total Fair Value
-------- -------- -------- -------- -------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fixed rate $ 4,953 $ 3,804 $ 4,116 $ 4,426 $ 5,072 $ 95,263 $117,634 $118,710
Average
interest rate 9.00% 7.54% 7.54% 7.55% 7.69% 7.63%
Variable rate $ 6,025 $ 620 $ 5,087 $ 5,480 $ 2,616 $ 19,828 $ 19,828
</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
Reports on Form 8-K:
During the quarter ended March 31, 2000, 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
5/17/00 By: /s/ John J. Park
------- -----------------
Date John J. Park
Executive Vice President, Treasurer and
Chief Financial Officer
(Principal Financial Officer)
5/17/00 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, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 11,265,096
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 11,265,096
<PP&E> 375,774,062
<DEPRECIATION> 17,867,692
<TOTAL-ASSETS> 417,227,128
<CURRENT-LIABILITIES> 15,907,258
<BONDS> 137,461,548
0
0
<COMMON> 28,963
<OTHER-SE> 233,466,949
<TOTAL-LIABILITY-AND-EQUITY> 417,227,128
<SALES> 0
<TOTAL-REVENUES> 10,960,684
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,235,113
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,690,132
<INCOME-PRETAX> 5,645,733
<INCOME-TAX> 0
<INCOME-CONTINUING> 5,645,733
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,645,733
<EPS-BASIC> .20
<EPS-DILUTED> .20
</TABLE>
