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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 8 - K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) January 31, 1998
CleveTrust Realty Investors
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(Exact name of registrant as specified in its charter)
Massachusetts
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(State or other jurisdiction of incorporation)
0-5641 34-1085584
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(Commission File Number) (IRS Employer Identification No.)
2001 Crocker Road, Suite 400, Westlake, Ohio 44145
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(Address of principal executive offices)
Registrant's telephone number, including area code: (440) 899-0909
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Not Applicable
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(Former name or former address, if changed since last report)
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5. Other Events:
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On February 26, 1998 CleveTrust Realty Investors (the "Trust") was informed by
The NASDAQ Stock Market, Inc. ("NASDAQ") that the Trust was not in compliance
with the net tangible assets requirement under Maintenance Standard 1, pursuant
to NASD Marketplace Rule 4450(a)(3), which became effective on February 23,
1998. The rule calls for a minimum net asset value of $4,000,000. On March 5,
1998 the Trust responded to NASDAQ that as of January 31, 1998 the Trust did
have a net asset value in excess of $4,000,000 as a result of the January 30,
1998 sale of one of the Trust's properties. The Trust supplied NASDAQ with a
copy of its January, 1998 internal statements as support. On March 13, 1998
NASDAQ responded to the Trust that the supporting statements needed to be public
statements. Therefore, the Trust is filing, as Exhibit 99.1 to this Form 8-K, a
copy of its unaudited financial statements and related footnotes for the month
ended January 31, 1998.
7. Financial Statements and Exhibits:
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(c) Exhibits
99.1 Financial Statements and Notes to Financial Statements for the
month ended January 31, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be filed on its behalf by the
undersigned hereunto duly authorized.
CLEVETRUST REALTY INVESTORS
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(Registrant)
Date: March 18, 1998 By: /s/ Michael R. Thoms
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Michael R. Thoms
Vice President and Treasurer
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EXHIBIT INDEX
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Exhibit
Number Description
- ------ -----------
99.1 Financial Statements and Notes to Financial Statements for the
month ended January 31, 1998.
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Exhibit 99.1
CLEVETRUST REALTY INVESTORS
STATEMENT OF FINANCIAL CONDITION
(UNAUDITED)
<TABLE>
<CAPTION>
JANUARY 31, 1998
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(in thousands)
<S> <C>
ASSETS
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Invested assets - NOTE B:
Properties held for sale 3,254
Less: Valuation reserve 77
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3,177
Cash and cash equivalents 2,275
Other assets 91
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TOTAL ASSETS $5,543
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LIABILITIES
- -----------------------------------------------
Accrued federal and state income taxes - NOTE A $386
Accrued expenses and other liabilities 1,001
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TOTAL LIABILITIES 1,387
SHAREHOLDERS' EQUITY
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Shares of Beneficial Interest, par value
$1 per Share:
Authorized - - Unlimited
Issued and outstanding shares - 5,136,616 5,137
Additional paid-in capital 5,816
Accumulated deficit (6,797)
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SHAREHOLDERS' EQUITY 4,156
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $5,543
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See notes to financial statements.
</TABLE>
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CLEVETRUST REALTY INVESTORS
STATEMENT OF OPERATIONS
(UNAUDITED)
The following statement of operations of CleveTrust Realty Investors for the
one-month period ended January 31, 1998 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 for the one-month period ended January 31, 1998 are not
necessarily indicative of the results of operations for succeeding periods.
<TABLE>
<CAPTION>
One Month Ended
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1/31/98
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(in thousands,
except per share data)
<S> <C>
INCOME
- --------------------------------------------------
Real estate operations:
Rental Income $192
Less: Real estate operating expenses 31
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Income from real estate operations 161
Interest income 12
Other 1
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174
EXPENSES
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Interest:
Mortgage notes payable 36
General and administrative 59
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95
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Income before gains on sales of
real estate and income taxes 79
Gains on sales of real estate - NOTE B 744
Federal and state income taxes - NOTE A (281)
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NET INCOME $542
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Per Share of Beneficial Interest - NOTE D:
Income before gains on sales of
real estate and income taxes 0.02
Gains on sales of real estate 0.14
Federal and state income taxes (0.05)
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NET INCOME PER SHARE $0.11
======================
Weighted Average Number of Shares of
Beneficial Interest Outstanding 5,137
======================
See notes to financial statements.
</TABLE>
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CLEVETRUST REALTY INVESTORS
STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
One Month Ended
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1/31/98
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(in thousands)
<S> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net income $542
Non-cash revenues and expenses included in income:
Decrease in other assets 117
Increase in accrued federal and state income taxes 277
(Decrease) increase in accrued expenses and other liabilities (909)
Reconciliation to net cash flow from operating activities:
Gains on sales of real estate (744)
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Cash Flow (Used In) Operating Activities (717)
CASH FLOW FROM INVESTING ACTIVITIES:
Equity investments:
Proceeds from properties sold 7,080
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Cash Flow From Investing Activities 7,080
CASH FLOW FROM FINANCING ACTIVITIES:
Mortgage notes payable:
Principal repayments (5,514)
Distributions paid to shareholders (3,596)
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Cash Flow (Used In) Financing Activities (9,110)
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(Decrease) in cash and short-term investments (2,747)
Balance at beginning of period 5,022
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Balance at end of period $2,275
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See notes to financial statements.
</TABLE>
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CLEVETRUST REALTY INVESTORS
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
January 31, 1998
The accompanying unaudited financial statements have been prepared on a basis
consistent with Regulation S-X and the requirements of Item 1 of Part I of Form
10-Q except for the dates and periods presented.
NOTE A - INCOME TAXES
For the one-month period ended January 31, 1998 the Trust recorded Federal
income taxes of $280,000 and State income taxes of $1,000. At January 31, 1998
the Trust had an accrual for federal income taxes of $356,000 ($300,000 of
current taxes and $56,000 deferred).
NOTE B - INVESTED ASSETS
On January 30, 1998 the Trust completed a $7,400,000 sale of the Cannon West
Shopping Center located in Austin, Texas. This sale resulted in a gain of
approximately $744,000.
NOTE C - DISTRIBUTIONS
On January 19, 1998 the Trust made a liquidating distribution of $.70 per share
to shareholders of record as of January 12, 1998. With the payment of this
distribution, the combined per share amount of liquidation distributions paid to
shareholders totals $6.40 since the effective date of the Plan for the Orderly
Liquidation of the Trust , April 29, 1997.
NOTE D - 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.
