<PAGE> 1
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 December 31, 1995
OR
____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________________ to_________________________
Commission File Number 0-5641
CLEVETRUST REALTY INVESTORS
(Exact name of registrant as specified in its charter)
Massachusetts 34-1085584
(State or other jurisdiction of incorporation (I. R. S. Employer
or organization) Identification No.)
2001 Crocker Road, Suite 400
Westlake, Ohio 44145
(Address of Principal Executive Offices) (Zip Code)
(216) 899-0909
(Registrant's telephone number, including area code)
Not Applicable
Former name, former address and former fiscal year if changed since last report
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ________
Shares of Beneficial Interest Outstanding at February 7, 1996: 5,179,143
The sequential page in this Report where the Exhibit Index is located is Page
11.
<PAGE> 2
CLEVETRUST REALTY INVESTORS
INDEX
<TABLE>
<CAPTION>
Sequential
Page
Number
<S> <C> <C>
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Statement of Financial Condition
-- December 31,1995 and September 30, 1995 3
Statement of Operations
-- Three Months ended December 31, 1995 and 1994 4
Statement of Cash Flows
-- Three Months ended December 31, 1995 and 1994 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition 8
and Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 9
Item 2. Changes in Securities 9
Item 3. Defaults upon Senior Securities 9
Item 4. Submission of Matters to a Vote of Security Holders 9
Item 5. Other Information 9
Item 6. Exhibits and Reports on Form 8-K 9
</TABLE>
- 2 -
<PAGE> 3
<TABLE>
<CAPTION>
CLEVETRUST REALTY INVESTORS
STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1995 SEPTEMBER 30, 1995
------------------------- ---------------------------
(in thousands)
ASSETS
- ----------------------------------------------------------
<S> <C> <C>
Invested assets:
Investments in real estate:
Improved properties $63,518 $63,282
Less: Depreciation 22,993 22,543
------------------------- ---------------------------
40,525 40,739
Land held for sale or development 203 203
------------------------- ---------------------------
40,728 40,942
Investments in securities - NOTE B 2,295 267
Real estate mortgage loans 216 303
------------------------- ---------------------------
43,239 41,512
Cash and cash equivalents 787 188
Other assets 1,401 1,376
------------------------- ---------------------------
TOTAL ASSETS $45,427 $43,076
========================= ===========================
LIABILITIES
- ----------------------------------------------------------
Mortgage notes payable - NOTE C $9,721 $9,266
Bank notes payable - NOTE D 8,600 6,600
Accrued interest on notes payable 34 23
Accrued expenses and other liabilities 2,027 2,061
------------------------- ---------------------------
TOTAL LIABILITIES 20,382 17,950
SHAREHOLDERS' EQUITY
- ----------------------------------------------------------
Shares of Beneficial Interest, par value $1 per Share:
Authorized - - Unlimited
Issued and outstanding shares
(12/31/95 - 5,179,143; 9/30/95 - 5,217,143) 5,179 5,217
Additional paid-in capital 38,850 38,986
Accumulated deficit (18,982) (19,104)
------------------------- ---------------------------
25,047 25,099
Unrealized gains (losses) on securities - NOTE B (2) 27
------------------------- ---------------------------
TOTAL SHAREHOLDERS' EQUITY 25,045 25,126
------------------------- ---------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $45,427 $43,076
========================= ===========================
See notes to financial statements.
</TABLE>
- 3 -
<PAGE> 4
CLEVETRUST REALTY INVESTORS
STATEMENT OF OPERATIONS
The following statement of operations of CleveTrust Realty Investors for the
three-month periods ended December 31, 1995 and 1994, respectively, is
unaudited, but in the opinion of management includes all adjustments necessary
to present fairly the results of operations. All such adjustments were of a
normal, recurring nature. The results of operations of the three-month period
ended December 31, 1995 are not necessarily indicative of the results of
operations for succeeding periods.
<TABLE>
<CAPTION>
Three Months Ended
------------------------------
12/31/95 12/31/94
------------- ------------
(in thousands, except per share data)
INCOME
- --------------------------------------------------
<S> <C> <C>
Real estate operations:
Rental Income $2,567 $2,615
Less: Real estate operating expenses 1,252 1,371
Less: Depreciation expense 450 492
------------- ------------
1,702 1,863
------------- ------------
Income from real estate operations 865 752
Interest income 8 35
Dividend income 61 0
Other 2 16
------------- ------------
936 803
EXPENSES
- --------------------------------------------------
Interest:
Mortgage notes payable 222 269
Bank notes payable - NOTE D 188 243
------------- ------------
410 512
General and administrative 195 224
------------- ------------
605 736
------------- ------------
NET INCOME $331 $67
============= ============
Per Share of Beneficial Interest - NOTE F:
NET INCOME PER SHARE $0.06 $0.01
============= ============
Weighted Average Number of Shares of
Beneficial Interest Outstanding 5,217 5,471
============= ============
See notes to financial statements.
</TABLE>
-4-
<PAGE> 5
CLEVETRUST REALTY INVESTORS
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Ended
-----------------------------
12/31/95 12/31/94
------------ ------------
(in thousands)
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net income $331 $67
Non-cash revenues and expenses included in income:
Depreciation expense 450 492
(Increase) in other assets (25) (22)
Increase in accrued interest on notes payable 11 24
(Decrease) in accrued expenses and other liabilities (34) (203)
------------ ------------
Cash Flow From Operating Activities 733 358
CASH FLOW FROM INVESTING ACTIVITIES:
Equity investments:
Improvements to existing properties (236) (121)
(Increase) in investments in securities (2,057) 0
Net insurance proceeds 0 1,989
Real estate mortgage loan repayments 87 43
------------ ------------
Cash Flow (Used in) From Investing Activities (2,206) 1,911
CASH FLOW FROM FINANCING ACTIVITIES:
Mortgage notes payable:
Principal borrowings 500 0
Principal amortization payments (45) (124)
Bank notes payable:
Borrowings 2,000 0
Repayments 0 (1,989)
Principal amortization payments 0 (19)
Certificate of deposit 0 500
Shares repurchased and subsequently retired (174) 0
Distributions to shareholders (209) (218)
------------ ------------
Cash Flow From (Used In) Financing Activities 2,072 (1,850)
------------ ------------
Increase in cash and short-term investments 599 419
Balance at beginning of year 188 251
------------ ------------
Balance at end of period $787 $670
============ ============
See notes to financial statements.
</TABLE>
-5-
<PAGE> 6
CLEVETRUST REALTY INVESTORS
NOTES TO FINANCIAL STATEMENTS
December 31, 1995
NOTE A - INCOME TAXES
As of October 1, 1992 the Trust adopted, Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). The adoption of
SFAS 109 had no effect on net income.
The Trust had no income tax expense for the three month period ended December
31, 1994 or for the fiscal year ended September 30, 1995. The Trust had no
income tax expense for the three month period ended December 31, 1995 and it
expects to have no income tax expense for the fiscal year ended September 30,
1996.
The Trust had a net deferred tax asset position at December 31, 1995 and
September 30, 1996 of approximately $2,455,000 and $2,567,000, respectively. The
Trust maintains a valuation reserve equal to its net deferred tax asset as there
is doubt as to whether the net deferred tax will be realized.
NOTE B - INVESTMENTS IN SECURITIES
The Trust has adopted Statement of Financial Accounting Standards No. 115
"Accounting for Certain Investments in Debt and Equity Securities". The Trust
has classified its investments in equity securities as available for sale and as
a result these are stated at fair value at December 31, 1995 and September 30,
1995. The effect of the unrealized gains (losses) are included as a component of
Shareholders' Equity. There was no commulative effect adjustment as a result of
adoption.
NOTE C - MORTGAGE NOTES PAYABLE
Effective December 28, 1995 the Trust and its Lender modified the first mortgage
loan on the 14800 Quorum Office Building located in Dallas, Texas as follows:
The Trust borrowed an additional $500,000, which increased the outstanding
borrowings to $2,640,000 at December 31, 1995. Additionally, the base interest
rate, which was 1.75% over the prime lending rate (9.5% at the time of the
modification) adjusted every two years, was changed to a fixed rate of 8.30%,
effective January 1, 1996, until the maturity date of August 19, 2000.
NOTE D - BANK NOTES PAYABLE
The Trust has a revolving line of credit ("1994 Credit") issued by National City
Bank of Cleveland ("NCB") and Manufacturer's and Traders Trust Company of
Buffalo, New York ("M&T"), which was signed effective November 30, 1994. The
1994 Credit is for up to $25,000,000 (but is limited by the value of the
collateral provided). Of this amount a maximum of $15,000,000 is currently
available and $10,000,000 will be available upon payment of an activation fee of
3/4 of 1% on the $10,000,000. Interest will be at either i) 1/4 of 1% over the
prime rate; ii) 250 basis points over the LIBOR rate; or iii) NCB's fixed
interest rate available from time to time. Additionally, a commitment fee of 3/8
of 1% is due on any funds available but not borrowed. The initial term was for
three years. Each year the lenders
- 6 -
<PAGE> 7
CLEVETRUST REALTY INVESTORS
NOTES TO FINANCIAL STATEMENTS - (Continued)
NOTE D - BANK NOTES PAYABLE - (Continued)
will review the 1994 Credit with the right to extend it for one additional year.
Accordingly, the lenders have extended the 1994 Credit for one additional year
through March 1, 1999. At December 31, 1995 the outstanding balance was
$8,600,000. At September 30, 1995 the outstanding balance was $6,600,000. The
1994 Credit is secured by certain of the Trust's real estate and contains
certain covenants including a covenant for a minimum shareholders' equity. At
December 31, 1995 the amount of shareholders' equity free from such restrictions
was approximately $5,045,000.
The Trust also had a loan with another bank which has a maturity date of
December 25, 1997. The interest rate on this loan was prime plus 1% with a
minimum rate of 7.5%. On February 28, 1995 the Trust made a principal payment of
$2,200,000 and on March 15, 1995 paid off the remaining balance of $1,260,000.
NOTE E - DISTRIBUTIONS
The Trustees, at their October 24, 1995 meeting declared a quarterly cash
distribution of $.04 per share payable January 19, 1996 to shareholders of
record as of January 5, 1996.
NOTE F - NET INCOME PER SHARE
Net income per Share of Beneficial Interest has been computed using the weighted
average number of Shares of Beneficial Interest outstanding each period.
- 7 -
<PAGE> 8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
FINANCIAL CONDITION
At December 31, 1995 the Trust owned $63,721,000 in real estate investments at
cost, had $2,295,000 of investments in securities at market value, and had two
real estate mortgage loan with a combined balance of $216,000. These
investments, net of accumulated depreciation, totaled $43,239,000. This compared
with total real estate investments at cost of $63,282,000, investments in
securities at market value of $267,000, two real estate mortgage loan with a
combined balance of $303,000 and a carrying value after accumulated depreciation
of $41,512,000 at September 30, 1995. The change since year end was the net
result of the Trust receiving $87,000 in real estate loan repayments, increasing
its market value invest- ments in securities by $2,028,000, spending $236,000 on
improvements to existing properties and recording depreciation expense of
$450,000.
During the three months ended December 31, 1995 the Trust increased its
borrowings under the 1994 Credit Agreement by $2,000,000. These borrowings were
used to purchase securities in real estate companies. Also, in December, 1995
the Trust borrowed an additional $500,000 in a restructuring of the first
mortgage loan on the 14800 Quorum Office Building in Dallas, Texas (see Note C
to the financial statements).
The $81,000 reduction in shareholders' equity at December 31, 1995 from
September 30, 1995 was the net effect of the Trust's recording net income of
$331,000, making distributions to shareholders of $209,000, repurchasing and
retiring 38,000 of the Trust's shares at a total cost of $174,000, and reducing
the unrealized gains (losses) on investments in securities by $29,000 during the
three months ended December 31, 1995. At December 31, 1995 the Trust's debt to
equity ratio was .73-to-1.00 compared to .63-to-1.00 at September 30, 1995.
RESULTS OF OPERATIONS
Income from real estate operations during the quarter ended December 31, 1995
increased $113,000 (15%) when compared to the quarter ended December 31, 1994.
Rental income for the quarter ended December 31, 1995 decreased $48,000 (2%)
compared to the quarter ended December 31, 1994. Real estate operating expenses
decreased $119,000 (9%) in the three months ended December 31, 1995 versus 1994.
Also depreciation expense decreased $42,000 (8.5%) for the three months ended
December 31, 1995 compared to December 31, 1994. The decreases in each category
are primarily due to the sales in February and March, 1995 of three improved
properties, the 197 room hotel located at the St. Louis airport, the 51,000
square foot office building located in Dallas, Texas, and the 124 unit apartment
complex located in Greeley, Colorado. Additionally, two of the Trust's office
buildings located in Dallas, Texas had increased rental income during the
current quarter compared to the quarter one year ago as a result of increased
occupanies due to leasing efforts in August and September, 1995.
The $102,000 (20%) decrease in interest expense for the three month period ended
December 31, 1995 when compared to the same period one year ago was primarily
due to less borrowings outstanding. During the three months ended December 31,
1995 the average daily outstanding borrowings were $17,236,000 compared to an
average daily outstanding balance of $21,533,000 for the three months ended
December 31, 1994.
- 8 -
<PAGE> 9
<TABLE>
<CAPTION>
P A R T I I
<S> <C>
Item 1. Legal Proceedings
There are no items or events requiring reporting with respect to this item.
Item 2. Changes in Securities
There are no items or events requiring reporting with respect to this item.
Item 3. Defaults upon Senior Securities
There are no items or events requiring reporting with respect to this item.
Item 4. Submission of Matters to a Vote of Security Holders
There are no items or events requiring reporting with respect to this item.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27: Financial Data Schedule
(b) There were no Reports on Form 8-K filed during the quarter for which this report is filed.
</TABLE>
- 9 -
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CLEVETRUST REALTY INVESTORS
(Registrant)
Date: February 9, 1996 By: /S/JOHN C. KIKOL
----------------------------------
John C. Kikol, President
Date: February 9, 1996 By: /S/ MICHAEL R. THOMS
----------------------------------
Michael R. Thoms, Vice President
and Treasurer
- 10 -
<PAGE> 11
CLEVETRUST REALTY INVESTORS
QUARTERLY REPORT ON FORM 10-Q FOR QUARTER ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
EXHIBIT INDEX
"Assigned" "Sequential"
Exhibit No. Description Page No.
- ----------- ----------- --------
<S> <C> <C>
(27) Financial Data Schedule 12
</TABLE>
- 11 -
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FORM
10-Q FOR THE PERIOD ENDED DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 787
<SECURITIES> 2,295
<RECEIVABLES> 610
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,007
<PP&E> 63,721
<DEPRECIATION> 22,993
<TOTAL-ASSETS> 45,427
<CURRENT-LIABILITIES> 2,061
<BONDS> 18,321
<COMMON> 5,179
0
0
<OTHER-SE> 19,866
<TOTAL-LIABILITY-AND-EQUITY> 45,427
<SALES> 0
<TOTAL-REVENUES> 2,638
<CGS> 0
<TOTAL-COSTS> 1,702
<OTHER-EXPENSES> 195
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 410
<INCOME-PRETAX> 331
<INCOME-TAX> 0
<INCOME-CONTINUING> 331
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 331
<EPS-PRIMARY> .06
<EPS-DILUTED> .06
</TABLE>
