<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 March 31, 1997
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 May 6, 1997: 5,136,616
<PAGE> 2
CLEVETRUST REALTY INVESTORS
INDEX
<TABLE>
<CAPTION>
Page
<S> <C> <C>
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Statements of Financial Condition
-- March 31, 1997 and September 30, 1996 3
Statements of Operations
-- Three Months and Six Months ended March 31, 1997 and 1996 4
Statements of Cash Flows
-- Six Months ended March 31, 1997 and 1996 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
PART II. OTHER INFORMATION:
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
</TABLE>
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<PAGE> 3
CLEVETRUST REALTY INVESTORS
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
MARCH 31, 1997 SEPTEMBER 30, 1996
-------------- ------------------
(in thousands)
<S> <C> <C>
ASSETS
- ------------------------------------------------------------------------
Invested assets - NOTE B:
Properties held for sale $32,945 $42,203
Valuation reserve 3,307 3,307
-------- --------
29,638 38,896
Real estate mortgage loans 82 119
-------- --------
29,720 39,015
Cash and cash equivalents 9,555 1,490
Other assets 986 3,347
-------- --------
TOTAL ASSETS $40,261 $43,852
======== ========
LIABILITIES
- ------------------------------------------------------------------------
Mortgage notes payable - NOTE C $8,245 $9,563
Bank notes payable - NOTE D 0 9,800
Accrued interest on notes payable 0 14
Accrued expenses and other liabilities 1,646 1,975
-------- --------
TOTAL LIABILITIES 9,891 21,352
SHAREHOLDERS' EQUITY
- ------------------------------------------------------------------------
Shares of Beneficial Interest, par value
$1 per Share:
Authorized - - Unlimited
Issued and outstanding shares
(3/31/97 - 5,136,616; 9/30/96 - 5,179,143) 5,137 5,179
Additional paid-in capital 38,690 38,850
Accumulated deficit (13,457) (21,529)
-------- --------
TOTAL SHAREHOLDERS' EQUITY 30,370 22,500
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $40,261 $43,852
======== ========
</TABLE>
See notes to financial statements.
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<PAGE> 4
CLEVETRUST REALTY INVESTORS
STATEMENTS OF OPERATIONS
The following statements of operations of CleveTrust Realty Investors for the
three-month and six-month periods ended March 31, 1997 and 1996, respectively,
are unaudited, but in the opinion of management include all adjustments
necessary to present fairly the results of operations. All such adjustments were
of a normal recurring nature. The results of operations for the three-month and
six-month periods ended March 31, 1997 are not necessarily indicative of the
results of operations for succeeding periods.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------- ------------------
03/31/97 03/31/96 03/31/97 03/31/96
--------- --------- --------- --------
(in thousands, except per share data)
<S> <C> <C> <C> <C>
INCOME
Real estate operations:
Rental Income $2,278 $2,582 $4,770 $5,149
Less: Real estate operating expenses 1,094 1,282 2,200 2,534
Less: Depreciation expense 0 433 0 883
------- ------- ------- -------
1,094 1,715 2,200 3,417
------- ------- ------- -------
Income from real estate operations 1,184 867 2,570 1,732
Interest income 43 10 63 18
Dividend income 0 59 0 120
Other 91 6 93 8
------- ------- ------- -------
1,318 942 2,726 1,878
EXPENSES
Interest:
Mortgage notes payable 178 224 362 446
Bank notes payable 126 212 294 400
------- ------- ------- -------
304 436 656 846
General and administrative - NOTE E 632 190 1,168 385
------- ------- ------- -------
936 626 1,824 1,231
------- ------- ------- -------
OPERATING INCOME 382 316 902 647
Gain (loss) on sales of real estate - NOTE B 6,594 (244) 7,170 (244)
------- ------- ------- -------
NET INCOME $6,976 $ 72 $ 8,072 $ 403
======= ======= ======= =======
Per Share of Beneficial Interest - NOTE F:
Operating income $ 0.07 $ 0.06 $ 0.18 $ 0.12
Gain (loss) on sales of real estate 1.28 (0.05) 1.39 (0.05)
------- ------- ------- -------
NET INCOME PER SHARE $ 1.35 $ 0.01 $ 1.57 $ 0.07
======= ======= ======= =======
Weighted Average Number of Shares of
Beneficial Interest Outstanding 5,137 5,179 5,140 5,198
======= ======= ======= =======
</TABLE>
See notes to financial statements.
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<PAGE> 5
CLEVETRUST REALTY INVESTORS
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Ended
-------------------
03/31/97 03/31/96
-------- --------
(in thousands)
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net income $ 8,072 $ 403
Non-cash revenues and expenses included in income:
Depreciation expense 0 883
Decrease in other assets 2,361 149
Increase (decrease) in accrued interest on notes payable (14) 47
Decrease in accrued expenses and other liabilities (329) (527)
Reconciliation to net cash flow from operating activities:
(Gain) loss on sales of real estate (7,170) 244
-------- --------
Cash Flow From Operating Activities 2,920 1,199
CASH FLOW FROM INVESTING ACTIVITIES:
Equity investments:
Improvements to existing properties (517) (449)
Purchases of properties 0 (3,469)
Proceeds from properties sold 16,945 670
Increase in investments in securities 0 (2,057)
Real estate mortgage loan repayments 37 124
-------- --------
Cash Flow From (Used In) Investing Activities 16,465 (5,181)
CASH FLOW FROM FINANCING ACTIVITIES:
Mortgage notes payable:
Principal borrowings 0 500
Principal amortization payments (110) (95)
Principal repayments (1,208) 0
Bank notes payable:
Borrowings 0 4,900
Repayments (9,800) 0
Shares repurchased and subsequently retired (202) (174)
Distributions to shareholders 0 (416)
-------- --------
Cash Flow (Used In) From Financing Activities (11,320) 4,715
-------- --------
Increase in cash and short-term investments 8,065 733
Balance at beginning of year 1,490 188
-------- --------
Balance at end of period $ 9,555 $ 921
======== ========
</TABLE>
See notes to financial statements
- 5 -
<PAGE> 6
CLEVETRUST REALTY INVESTORS
NOTES TO FINANCIAL STATEMENTS
March 31, 1997
NOTE A - INCOME TAXES
The Trust had no income tax expense for the six month periods ended March 31,
1996 and 1997 or for the fiscal year ended September 30, 1996. For the fiscal
year ending September 30, 1997 the Trust could incur federal income tax expense
should the Trust be successful in completing the sale of properties currently
under contracts of sale and the sale of any of the other properties currently
being held for sale.
The Trust had a net deferred tax asset position at March 31, 1997 and September
30, 1996 of approximately $235,000 and $3,048,000, 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 asset will be realized.
NOTE B - INVESTMENTS IN REAL ESTATE
In accordance with Statement of Financial Accounting Standards No. 121
"Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be
Disposed of," the Trust's properties are reported in the Trust's financial
statements at the lower of carrying value or estimated fair value, less cost to
sell. The Trust reviews long-lived assets whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. On September 24, 1996 the Trustees of the Trust unanimously voted
to recommend a Plan for the Orderly Liquidation of the Trust (the "Plan"). The
Plan, as proposed, would involve the sale of the Trust's properties during a
period of approximately three years. Based on the announcement the Trust has
reclassified all of its properties as of September 30, 1996, in accordance with
SFAS No. 121, to Properties Held for Sale. Additionally, because the Trust has
classified all properties as properties held for sale the Trust stopped
recording depreciation as of October 1, 1996. A review of the carrying value of
all the properties at September 30, 1996 determined that four properties had a
carrying value higher than the estimated fair value, less cost to sell.
Therefore, a valuation reserve, which totals $3,307,000, was established for
these four properties to lower their carrying value to their estimated fair
value, less cost to sell. A review at March 31, 1997 determined that there has
been no significant change to any of the properties, and therefore, no change in
the valuation reserve was required.
On October 7, 1996 the Trust completed a $2,450,000 sale of the Littleton Bank
Building located in Littleton, Colorado. This sale resulted in a gain of
approximately $563,000. On December 30, 1996 the Trust completed a $20,000 sale
of a .23 acre land parcel located in Dubuque, Iowa. This sale resulted in a gain
of approximately $13,000. On January 21, 1997 the Trust completed a $5,950,000
sale of the Warren Plaza Shopping Center located in Dubuque, Iowa. This sale
resulted in a gain of approximately $1,727,000. On February 28, 1997 the Trust
closed the $3,475,000 sale of the Triangle Square Retail Center located in
Hilton Head, South Carolina. This sale resulted in a gain of approximately
$2,550,000. On March 12, 1997 the Trust completed the $5,350,000 sale of the
Englewood Bank Building located in Englewood, Colorado. This sale resulted in a
gain of approximately $2,317,000.
On March 28, 1996 the Trust completed a $600,000 sale of the European Crossroads
office/retail complex on 11.5 acres of land located in Dallas, Texas. The sale
resulted in a loss of $313,000. During January
- 6 -
<PAGE> 7
CLEVETRUST REALTY INVESTORS
NOTES TO FINANCIAL STATEMENTS - (Continued)
NOTE B - INVESTED ASSETS - (continued)
and February, 1996 the Trust completed the sale of three condominium units
located in Davie, Florida for a total sales price of $138,000. These sales
resulted in a gain of $69,000.
NOTE C - MORTGAGE NOTES PAYABLE
In connection with the October 7, 1996 sale of the Littleton Bank Building,
referenced in Note B above, the Trust repaid in full, the $1,208,000 first
mortgage loan, which was secured by the Littleton Bank Building.
NOTE D - BANK NOTES PAYABLE
On January 21, 1997 the Trust repaid in full the 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. Effective February 6, 1997 the Trust terminated the
1994 Credit. The 1994 Credit was for up to $25,000,000 (but was limited by the
value of the collateral provided). Of this amount a maximum of $15,000,000 was
available and $10,000,000 would have been available upon payment of an
activation fee of 3/4 of 1% on the $10,000,000. Interest was 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% was due on any funds available but not borrowed. The initial term
was for three years. The lenders had extended the maturity date to March 1,
1999. At September 30, 1996 the outstanding balance was $9,800,000. The 1994
Credit had been secured by certain of the Trust's real estate investments.
NOTE E - GENERAL AND ADMINISTRATIVE EXPENSES
Included in the general and administrative expenses for the six months ended
March 31, 1997 was $147,000 of expenses related to the Plan for the liquidation
of the Trust. Additionally, in connection with the Plan, the Trust will make
severance payments to the officers and employees of the Trust upon their
termination. The defined obligation totals $1,247,000. Certain other severance
payments will be made depending on the Trust's ability to achieve defined
distributions to shareholders. The Trust is accruing the defined severance
obligations over a period of one year, with the exception of Mr. Kikol's
severance which is being accrued over an eighteen month period. Therefore,
$533,000 of these defined employee severance payments have been accrued and
expensed during the six months ended March 31, 1997.
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
CLEVETRUST REALTY INVESTORS
NOTES TO FINANCIAL STATEMENTS - (Continued)
NOTE G - SUBSEQUENT EVENTS
On April 28, 1997 the Trust completed a $4,450,000 sale of the Spring Village
Shopping Center located in Davenport, Iowa. The sale resulted in a gain of
approximately $675,000 which will be reported in the third quarter ended June
30, 1997.
On April 29, 1997 at 1997 Annual Shareholders' Meeting the shareholders voted to
adopt the Plan for the Orderly Liquidation and Dissolution of the Trust
previously approved by the Trustees.
On April 29, 1997 the Trustees declared a liquidating distribution of $2.50 per
share payable May 16, 1997 to shareholders of record as of May 9, 1997.
- 8 -
<PAGE> 9
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
FINANCIAL CONDITION
At March 31, 1997 the Trust's invested assets consisted of properties held for
sale, net of a $3,307,000 valuation reserve, of $29,638,000 and one real estate
mortgage loan totaling $82,000. This compared with properties held for sale, net
of a $3,307,000 valuation reserve, of $38,896,000 and two real estate mortgage
loans totaling $119,000 at September 30, 1996. The change since year end was the
net result of the Trust completing the October 7, 1996 sale of the Littleton
Bank Building, located in Littleton, Colorado, the December 30, 1996 sale of a
.23 acre land parcel located in Dubuque, Iowa, the January 21, 1997 sale of the
Warren Plaza Shopping Center, located in Dubuque, Iowa, the February 28, 1997
sale of the Triangle Square Retail Center, located in Hilton Head, South
Carolina and the March 12, 1997 sale of the Englewood Bank Building, located in
Englewood, Colorado, spending $517,000 on improvements to existing properties,
and receiving $37,000 in real estate mortgage loan repayments. The Trust's
$8,065,000 increase in cash and cash equivalents is primarily the result of the
receipt of sales proceeds from the above referenced sales. Other assets
decreased $2,361,000 from September 30, 1996 to March 31, 1997. Of this amount
$1,918,000 represents a receivable established by the Trust as due on its sale
of securities in September, 1996, which funds were received by the Trust on
October 1, 1996.
In connection with the October 7, 1996 sale of the Littleton Bank Building the
Trust repaid the $1,209,000 first mortgage loan which was secured by that
property. Also, the Trust repaid in full the $9,800,000 of bank notes payable
representing the 1994 Credit, which was terminated effective February 6, 1997.
The majority of the funds used to pay down the 1994 Credit were received in
connection with the sale of securities in September, 1996 ($1,918,000), the net
proceeds from the sale of the Littleton Bank Building ($1,070,000) and the net
proceeds from the sale of the Warren Plaza Shopping Center ($5,890,000). The
balance of the funds came from cash on hand at September 30, 1996.
The $7,870,000 increase in shareholders' equity at March 31, 1997 from September
30, 1996 was the net effect of the Trust repurchasing, in an open market
transaction, and retiring 42,527 shares at a total cost of $202,000 and
recording net income of $8,072,000.
RESULTS OF OPERATIONS
Quarter ended March 31, 1997 versus March 31, 1996:
Income from real estate operations during the quarter ended March 31, 1997
increased $317,000 (36%) when compared to the quarter ended March 31, 1996.
Rental income for the quarter ended March 31, 1997 decreased $304,000 (12%)
compared to the quarter ended March 31, 1996. Real estate operating expenses
decreased $188,000 (15%) in the three months ended March 31, 1997 versus 1996.
The decline in rental income and real estate operating expenses was primarily
due the sales of properties as described above. Because the Trust has classified
all of its properties as properties held for sale, there was no depreciation
expense recorded for the quarter ended March 31, 1997 compared to $433,000 of
depreciation expense recorded for the quarter ended March 31, 1996.
- 9 -
<PAGE> 10
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
RESULTS OF OPERATIONS - (Continued)
The $33,000 increase in interest income when comparing the quarter ended March
31, 1997 with the quarter ended March 31, 1996 is primarily due to the interest
earned on the investment of the cash proceeds from the sales of properties, as
referenced above.
The $59,000 of dividend income during the quarter ended March 31, 1996
represents the dividends earned by the Trust on its investments in securities.
The Trust had no like income nor investments during the quarter ended March 31,
1997.
The $132,000 (30%) decrease in interest expense for the three month period ended
March 31, 1997 when compared to the same period one year ago was primarily due
to the Trust's repayment of a $1,209,000 first mortgage loan in October, 1996
and the repayment of $9,800,000 outstanding under the 1994 Credit. Both of these
repayments were discussed above. The $442,000 increase in general and
administrative expenses when comparing the quarter ended March 31, 1997 to the
same quarter one year ago, was primarily due to the following two expenses. The
first was the $72,000 of expenses related to the Plan for the liquidation of the
Trust. Also in connection with the Plan, the Trust will make severance payments
to the officers and employees of the Trust upon their termination. The defined
obligation totals $1,247,000. Certain other severance payments will be made
depending on the Trust's ability to achieve defined distributions to the
shareholders. The Trust is accruing the defined severance obligations over a
period of one year, with the exception of Mr. Kikol's severance which is being
accrued over an eighteen month period. Therefore, $266,000 of these defined
employee severance payments were accrued and expensed during the quarter ended
March 31, 1997. There were no like expenses during the quarter ended March 31,
1996.
During the three months ended March 31, 1997 the Trust completed three sales,
all of which resulted in gains. The first was the January 21, 1997 $5,950,000
sale of the Warren Plaza Shopping Center located in Dubuque, Iowa. This sale
resulted in a gain of approximately $1,727,000. The second was the February 28,
1997 $3,475,000 sale of the Triangle Square Retail Center located in Hilton
Head, South Carolina. This sale resulted in a gain of $2,550,000. The third was
the March 12, 1997 $5,350,000 sale of the Englewood Bank Building located in
Englewood, Colorado. This sale resulted in a gain of approximately $2,317,000.
During the three months ended March 31, 1996 the Trust completed two sales, one
of which resulted in a gain and the other in a loss. First during January and
February, 1996 the Trust sold three condominium units located in Davie, Florida.
The $138,000 sales resulted in gains totaling $69,000. The second sale was the
March 28, 1996 $600,000 sale of the European Crossroads office/retail center
located in Dallas, Texas. This sale resulted in a loss of $313,000.
Six Months ended March 31, 1997 versus March 31, 1996:
Income from real estate operations in the six months ended March 31, 1997
increased $838,000 (48%) compared to the six months ended March 31, 1996. Rental
income for the six months ended March 31,
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<PAGE> 11
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
RESULTS OF OPERATIONS - (continued)
1997 decreased $379,000 (7%) when compared to the six months ended March 31,
1996. Real estate operating expenses during the current six months decreased
$334,000 (13%) when compared to the same period one year ago. The decline in
rental income and real estate operating expenses was primarily due to the sales
of properties, as described above. Because the Trust has classified all of its
properties as properties held for sale, there was no depreciation expense
recorded for the six months ended March 31, 1997, compared to $883,000 of
depreciation expense recorded for the six months ended March 31, 1996.
The $120,000 of dividend income during the six months ended March 31, 1996
represents the dividends earned by the Trust on its investments in securities.
The Trust had no like income nor investments during the six months ended March
31, 1997.
The $190,000 (22%) decrease in interest expense for the six month period ended
March 31, 1997 when compared to the same period one year ago was primarily due
to the repayment of the $1,209,000 first mortgage and the $9,800,000 of
borrowings under the 1994 Credit. Both of these repayments were previously
discussed. The $783,000 increase in general and administrative expenses when
comparing the six months ended March 31, 1997 to the same period one year ago,
was primarily due to the Trust recording $147,000 of expenses related to the
Plan for the liquidation of the Trust. Additionally, in connection with the
Plan, as previously referenced above, the Trust would make severance payments to
the officers and employees of the Trust upon their termination. For the six
months ended March 31, 1997 the Trust has accrued $533,000 of these required
severance payments. There was no like expense during the six month period ended
March 31, 1996.
In addition to the gains and losses for both quarters ended March 31, 1997 and
1996 discussed above, the six month period ended March 31, 1997 also includes
the $563,000 gain on the October 7, 1996 sale of the Littleton Bank Building
located in Littleton, Colorado and the $13,000 gain on the December 30, 1996
sale of a .23 acre parcel of land located in Dubuque, Iowa.
OUTLOOK
On April 29, 1997 the Trustees declared a liquidating distribution of $2.50 per
share payable May 16, 1997 to shareholders of record as of May 9, 1997. Based on
indications of interest with regards to several of the Trust's properties, the
Trust currently estimates that the total liquidating distributions, of which
this $2.50 per share is the first, will total approximately $6.50 to $7.00 per
share. It is important to emphasize that such forecasts are forward looking and
that the projected sales of properties can be affected by many factors,
including demand and availability of similar properties in the local real estate
markets and the availability and terms of financing available for commercial
real estate.
- 11 -
<PAGE> 12
P A R T I I
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) Exhibits
Exhibit (27): Financial Data Schedule
(b) Form 8-K dated February 19,1997
Item 5. Other Events - - On February 19, 1997 the Trust, certain
major shareholders of the Trust and RM Crowe Company, a Texas
Corporation ("RMC") executed a letter of intent which provided
that RMC, the Trust and such shareholders intend to negotiate
definitive agreements pursuant to which RMC may acquire all of
the outstanding shares of beneficial interest of the Trust at a
price of Six Dollars and Forty-Two Cents ($6.42) per share, in
cash. A copy of a News Release dated February 20, 1997 was filed
as Exhibit 99.1.
Form 8-K dated April 1, 1997
Item 5. Other Events - - On April 4, 1997 the Trust announced
that the Trust and RM Crowe Company, a Texas Corporation ("RMC")
terminated negotiations under a Letter of Intent with respect to
a proposal by RMC to acquire all of the outstanding shares of
beneficial interest of the Trust at a price of $6.42 per share.
The period state in the Letter of Intent for the negotiation of
a definitive agreement was previously extended from March 31,
1997 to April 4, 1997 pursuant to an extension letter between
the parties. A copy of a News Release dated April 1, 1997 was
filed as Exhibit 99.1. A copy of a News Release dated April 4,
1997 was filed as Exhibit 99.2.
- 12 -
<PAGE> 13
P A R T I I
Item 6. Exhibits and Reports on Form 8-K - (continued)
Form 8-K dated April 29, 1997
Item 5. Other Events - - On April 29, 1997 a Plan for the
Orderly Liquidation (the "Plan") of the Trust was approved by
the shareholders of the Trust. Of the 5,136,616 shares eligible
to vote 4,075,938 participated at the meeting. The proposal to
approve the Plan was approved by the holders of 4,070,003
shares, or approximately 79.2% of the outstanding shares, while
1,300 shares were voted against the Plan, and 4,635 shares
abstained from voting on the Plan. A copy of a News Release
dated April 29, 1997 was filed as Exhibit 99.1.
- 13 -
<PAGE> 14
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: May 6, 1997 By: /s/ John C. Kikol
----------------------------------
John C. Kikol, President
Date: May 6, 1997 By: /s/ Michael R. Thoms
----------------------------------
Michael R. Thoms, Vice President
and Treasurer
- 14 -
<PAGE> 15
CLEVETRUST REALTY INVESTORS
QUARTERLY REPORT ON FORM 10-Q FOR QUARTER ENDED MARCH 31, 1997
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
(27) Financial Data Schedule.
- 15 -
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> MAR-31-1997
<CASH> 9,555
<SECURITIES> 0
<RECEIVABLES> 326
<ALLOWANCES> 3,307
<INVENTORY> 0
<CURRENT-ASSETS> 742
<PP&E> 32,945
<DEPRECIATION> 0
<TOTAL-ASSETS> 40,261
<CURRENT-LIABILITIES> 1,646
<BONDS> 8,245
<COMMON> 5,137
0
0
<OTHER-SE> 25,233
<TOTAL-LIABILITY-AND-EQUITY> 40,261
<SALES> 0
<TOTAL-REVENUES> 4,926
<CGS> 0
<TOTAL-COSTS> 2,200
<OTHER-EXPENSES> 1,168
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 656
<INCOME-PRETAX> 902
<INCOME-TAX> 0
<INCOME-CONTINUING> 902
<DISCONTINUED> 0
<EXTRAORDINARY> 7,170
<CHANGES> 0
<NET-INCOME> 8,072
<EPS-PRIMARY> 1.57
<EPS-DILUTED> 1.57
</TABLE>
