<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 June 30, 1998
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 (I. R. S. Employer Identification No.)
incorporation or organization)
2001 Crocker Road, Suite 400
Westlake, Ohio 44145
(Address of Principal Executive Offices) (Zip Code)
(440) 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 August 11, 1998: 5,136,616
<PAGE> 2
CLEVETRUST REALTY INVESTORS
INDEX
<TABLE>
<CAPTION>
Page
Number
<S> <C>
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Statement of Financial Condition
-- June 30, 1998 and September 30, 1997 3
Statement of Operations
-- Three Months and Nine Months ended June 30, 1998 and 1997 4
Statement of Cash Flows
-- Nine Months ended June 30, 1998 and 1997 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
Item 3. Quantitative and Qualitative Disclosures About Market Risk 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
</TABLE>
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<PAGE> 3
CLEVETRUST REALTY INVESTORS
STATEMENT OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
JUNE 30, 1998
(Unaudited) SEPTEMBER 30, 1997
---------------------- -----------------------
(in thousands)
<S> <C> <C>
ASSETS
- -----------------------------------------------------------
Invested assets - NOTE B:
Properties held for sale $3,254 $12,918
Valuation reserve 33 260
---------------------- -----------------------
3,221 12,658
Cash and cash equivalents 2,053 4,612
Other assets 39 368
---------------------- -----------------------
TOTAL ASSETS $5,313 $17,638
====================== =======================
LIABILITIES
- -----------------------------------------------------------
Mortgage notes payable - NOTE B $0 $5,561
Accrued federal and state income taxes - NOTE A 188 2,085
Accrued expenses and other liabilities - NOTE C 911 3,184
---------------------- -----------------------
TOTAL LIABILITIES 1,099 10,830
SHAREHOLDERS' EQUITY
- -----------------------------------------------------------
Shares of Beneficial Interest, par value $1 per Share:
Authorized - - Unlimited
Issued and outstanding shares - 5,136,616 5,137 5,137
Additional paid-in capital 5,816 9,412
Accumulated deficit (6,739) (7,741)
---------------------- -----------------------
TOTAL SHAREHOLDERS' EQUITY 4,214 6,808
---------------------- -----------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $5,313 $17,638
====================== =======================
</TABLE>
See notes to financial statements.
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<PAGE> 4
CLEVETRUST REALTY INVESTORS
STATEMENT OF OPERATIONS
The following statement of operations of CleveTrust Realty Investors for the
three-month and nine-month periods ended June 30, 1998 and 1997, 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 of the three-month and
nine-month periods ended June 30, 1998 are not necessarily indicative of the
results of operations for succeeding periods.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
-------------------------- ---------------------------
6/30/98 6/30/97 6/30/98 6/30/97
---------- ----------- ----------- ----------
(in thousands, except per share data)
<S> <C> <C> <C> <C>
INCOME
Real estate operations:
Rental Income $ 140 $ 1,720 $ 1,082 $ 6,490
Less: Real estate operating expenses 35 782 332 2,982
Less: Depreciation expense 0 0 0 0
-------- -------- -------- --------
35 782 332 2,982
-------- -------- -------- --------
Income from real estate operations 105 938 750 3,508
Interest income 27 92 109 155
Other 4 3 72 96
-------- -------- -------- --------
136 1,033 931 3,759
EXPENSES
Interest:
Mortgage notes payable 0 175 151 537
Bank notes payable 0 0 0 294
-------- -------- -------- --------
0 175 151 831
General and administrative 137 727 513 1,891
Provision for valuation reserve - NOTES B & G (44) (1,070) (98) (1,070)
-------- -------- -------- --------
93 (168) 566 1,652
-------- -------- -------- --------
Income before gains on sales of real estate and
income taxes 43 1,201 365 2,107
Gains on sales of real estate - NOTE B 0 4,142 1,116 11,412
Federal and state income taxes - NOTE A (16) (1,453) (479) (1,557)
-------- -------- -------- --------
NET INCOME $ 27 $ 3,890 $ 1,002 $ 11,962
======== ======== ======== ========
Per Share of Beneficial Interest - NOTE E:
Income before gains (loss) on sales of real estate and
income taxes $ 0.01 $ 0.23 $ 0.07 $ 0.41
Gains (loss) on sales of real estate 0.00 0.81 0.22 2.22
Federal and state income taxes (0.00) (0.28) (0.09) (0.30)
-------- -------- -------- --------
NET INCOME PER SHARE $ 0.01 $ 0.76 $ 0.20 $ 2.33
======== ======== ======== ========
Weighted Average Number of Shares of
Beneficial Interest Outstanding 5,137 5,137 5,137 5,139
======== ======== ======== ========
</TABLE>
See notes to financial statements.
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<PAGE> 5
CLEVETRUST REALTY INVESTORS
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Nine Months Ended
----------------------------
6/30/98 6/30/97
------------ ------------
(in thousands)
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net income $ 1,002 $ 11,962
Non-cash revenues and expenses included in income:
Provision for valuation reserve (98) (1,070)
Decrease in other assets 329 2,635
Decrease in accrued interest on notes payable 0 (14)
Decrease in accrued federal and state income taxes (1,897) 0
(Decrease) increase in accrued expenses and other liabilities (2,273) 1,095
Reconciliation to net cash flow from operating activities:
Gains on sales of real estate (1,116) (11,412)
-------- --------
Cash Flow (Used In) From Operating Activities (4,053) 3,196
CASH FLOW FROM INVESTING ACTIVITIES:
Equity investments:
Improvements to existing properties 0 (688)
Proceeds from properties sold 10,651 26,722
Real estate mortgage loan repayments 0 70
-------- --------
Cash Flow From Investing Activities 10,651 26,104
CASH FLOW FROM FINANCING ACTIVITIES:
Mortgage notes payable:
Principal amortization payments (47) (166)
Principal prepayments (5,514) (1,208)
Bank notes payable:
Repayments 0 (9,800)
Shares purchased and subsequently retired 0 (202)
Distributions to shareholders (3,596) (18,492)
-------- --------
Cash Flow (Used In) Financing Activities (9,157) (29,868)
-------- --------
(Decrease) in cash and short-term investments (2,559) (568)
Balance at beginning of year 4,612 1,490
-------- --------
Balance at end of period $ 2,053 $ 922
======== ========
</TABLE>
See notes to financial statements.
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<PAGE> 6
CLEVETRUST REALTY INVESTORS
NOTES TO FINANCIAL STATEMENTS
June 30, 1998
NOTE A - INCOME TAXES
For the nine month period ended June 30, 1998 the Trust recorded federal income
taxes of $516,000 ($630,000 of current taxes, of which $200,000 has been paid at
June 30, 1998, net of a deferred tax asset of $114,000). Additionally, the Trust
recorded state tax refunds of $37,000 during this period. For the nine month
period ended June 30, 1997 the Trust recorded federal income taxes of $1,271,000
($400,000 current and $871,000 deferred) and state income taxes of $286,000. For
the fiscal year ended September 30, 1997 the Trust recorded federal income taxes
of $2,400,000 ($2,531,000 of current taxes, net of a deferred tax asset of
$131,000) and state income taxes of $314,000.
On April 13, 1998 the Trust filed its federal income tax return for the tax year
ended September 30, 1997, which showed that the Trust owed and paid taxes of
$2,474,250 for the year.
The Trust had a net deferred tax asset position at June 30, 1998 of
approximately $245,000. At September 30, 1997 the Trust had a net deferred tax
asset position of approximately $131,000.
NOTE B - INVESTMENTS IN REAL ESTATE
On December 8, 1997 the Trust completed a $3,150,000 sale of the Petroleum Club
Building located in Tulsa, Oklahoma. This sale resulted in a gain of
approximately $373,000. On December 15, 1997 the Trust completed a $643,000 sale
of a vacant restaurant located in Davenport, Iowa. This sale resulted in a loss
of approximately $129,000 which had previously been provided for in the
Valuation Reserve. The Valuation Reserve on this property was $183,000, after
applying the loss of $129,000 the balance of $54,000 was reversed. 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
$743,000. In connection with this sale, the Trust repaid in full the $5,514,000
first mortgage loan which was secured by the Cannon West Shopping Center.
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
completed a $3,475,000 sale of the Triangle Square Retail Center located in
Hilton Head, South Carolina. This sale resulted in a gain of approximately
$2,650,000. On March 12, 1997 the Trust completed a $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 April 28, 1997 the Trust completed a
$4,450,000 sale of the Spring Village Shopping Center located in Davenport,
Iowa. This sale resulted in a gain of approximately $679,000. On June 2, 1997
the Trust completed a $5,300,000 sale of the Executive Club Building located in
Denver, Colorado. This sale resulted in a gain of approximately $3,463,000.
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<PAGE> 7
CLEVETRUST REALTY INVESTORS
NOTES TO FINANCIAL STATEMENTS - (Continued)
NOTE C - ACCRUED EXPENSES AND OTHER LIABILITIES
At September 30, 1997 the Trust had accrued $1,160,000 of severance payments due
the officers and employees of the Trust in connection with the plan for the
Orderly Liquidation of the Trust (the "Plan"). These payments were to be made at
the termination of the individuals' employment upon receipt by the Trust of a
release of all claims against the Trust. On October 24, 1997 the Trustees
prepaid the severance payments after obtaining the required releases. By
prepaying the severance, the payments were shown as an expense on the Trust's
1997 tax return. Additionally, at September 30, 1997 the Trust had accrued
$1,540,000 for certain other payments to be paid to the officers based on the
Trust's ability to achieve defined distributions to shareholders. Based on the
liquidation distribution of $.70 per share paid on January 19, 1998 the Trust
made payments to the officers of approximately $772,000.
NOTE D - DISTRIBUTIONS
On January 19, 1998 the Trust paid 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 liquidating distributions paid to
shareholders totals $6.40 since the effective date of the Plan, April 29, 1998.
NOTE E - 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. As the
Trust has no options or warrants outstanding, there is no difference between
basic and diluted net income per share.
NOTE G - SUBSEQUENT EVENTS
On July 14, 1998 the Trust completed a $100,000 sale of a 20 acre vacant land
parcel located in Akron, Ohio. The sale resulted in an estimated loss of $33,000
which had previously been provided for in the Valuation Reserve. The original
Valuation Reserve on this property was $77,000, after the determination of the
loss of $33,000, the balance of $44,000 was reversed in the quarter ended June
30, 1998.
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<PAGE> 8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
FINANCIAL CONDITION
At June 30, 1998 the Trust's invested assets consisted of properties held for
sale, net of a $33,000 valuation reserve, of $3,221,000. This compared with
properties held for sale, net of a $260,000 valuation reserve, of $12,658,000 at
September 30, 1997. The change since year end was due to the December 8, 1997
sale of the Petroleum Club Building, located in Tulsa, Oklahoma, the December
15, 1997 sale of a vacant restaurant, located in Davenport, Iowa, and the
January 30, 1998 sale of the Cannon West Shopping Center, located in Austin,
Texas. The decrease in the Trust's cash and cash equivalents was primarily due
to the January 19, 1998 liquidating distribution of $.70 per share paid to
shareholders of record of January 12, 1998. The $329,000 decline in other assets
was primarily due to the collection of certain receivables which were due from
several tenants for annual rental adjustments and the amortization of certain
prepaid expenses.
In connection with the January 30, 1998 sale of the Cannon West Shopping Center
the Trust repaid the $5,514,000 first mortgage loan which was secured by the
property. At September 30, 1997 the Trust had accrued $1,160,000 of severance
payments due the officers and employees of the Trust in connection with the
Plan. These payments were to be made at the termination of the individuals'
employment upon receipt by the Trust of a release of all claims against the
Trust. On October 24,1997 the Trustees prepaid the severance payments after
obtaining the required releases. By prepaying the severance, the payments were
shown as an expense on the Trust's 1997 tax return. Additionally, at September
30, 1997 the Trust had accrued $1,540,000 for certain other payments to be paid
to the officers based on the Trust's ability to achieve defined distributions to
shareholders. Based on the liquidating distribution of $.70 per share paid on
January 19, 1998, the Trust made payments to the officers of approximately
$772,000. These two payments were the primary reason for the decrease in accrued
expenses and other liabilities at June 30, 1998 from September 30, 1997.
The $2,594,000 decrease in shareholders' equity at June 30, 1998 from September
30, 1997 was the net effect of the Trust recording net income of $1,002,000 and
making a liquidating distribution of $3,596,000 on January 19, 1998.
RESULTS OF OPERATIONS
Quarter ended June 30, 1998 versus June 30, 1997:
Income from real estate operations during the quarter ended June 30, 1998
decreased $833,000 (89%) when compared to the quarter ended June 30, 1997.
Rental income for the quarter ended June 30, 1998 decreased $1,580,000 (92%)
compared to the quarter ended June 30, 1997. Real estate operating expenses
decreased $747,000 (96%) in the three months ended June 30, 1998 versus 1997.
The declines were primarily the result of the Trust selling eleven properties
during the year ended September 30, 1997 and three more properties during the
current fiscal year. All sales were in accordance with the Plan for the
liquidation of the Trust.
-8-
<PAGE> 9
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
RESULTS OF OPERATIONS - (Continued)
There was no interest expense for the quarter ended June 30, 1998 compared to
$175,000 of interest expense for the quarter ended June 30, 1997. The primary
reason for the difference was the repayment of a $5,514,000 first mortgage loan
in January, 1998, as described above. General and administrative expenses
decreased $590,000 (81%) in the quarter ended June 30, 1998 compared to the
quarter ended June 30, 1997 primarily because certain expenses incurred in the
1997 period ($266,000 in severance payable to officers and employees, $214,000
of payments in lieu of options made to officers of the Trust and $51,000 of
expenses related to the Plan) did not recur in the 1998 period. During the
quarter ended June 30, 1998, based on the sale that the Trust completed on July
14, 1998 of the 20 acre land parcel located in Akron, Ohio, the Trust reduced
the valuation reserve $44,000. During the quarter ended June 30, 1997 the Trust
reduced the valuation reserve $1,070,000 based on contracts of sale for two of
the properties to which the valuation reserve applied.
During the three months ended June 30, 1997 the Trust completed two sales, both
of which resulted in gains. The first was the April 28, 1997 $4,450,000 sale of
the Spring Village Shopping Center located in Davenport, Iowa. This sale
resulted in a gain of approximately $679,000. The second was the June 2, 1997
$5,300,000 sale of the Executive Club Building located in Denver, Colorado. This
sale resulted in a gain of approximately $3,463,000. There were no sales during
the three months ended June 30, 1998.
During the quarter ended June 30, 1998 the Trust recorded federal income tax
expense of $14,000 (negative $11,000 of current taxes net of a deferred tax
liability of $25,000) and $2,000 of state income taxes. During the quarter ended
June 30, 1997 the Trust recorded federal income tax expense of $1,271,000
($400,000 current and $871,000 deferred) and state income tax expense of
$182,000.
Nine Months ended June 30, 1998 versus June 30, 1997:
Income from real estate operations during the nine months ended June 30, 1998
decreased $2,758,000 (79%) compared to the nine months ended June 30, 1997.
Rental income for the nine months ended June 30, 1998 decreased $5,408,000 (83%)
when compared to the nine months ended June 30, 1997. Real estate operating
expenses during the current nine months decreased $2,650,000 (89%) when compared
to the same period one year earlier. The declines were primarily due to the
sales of properties, as described above.
The $680,000 (82%) decrease in interest expense for the nine month period ended
June 30, 1998 when compared to the same period one year ago was primarily due to
the repayment of the $5,514,000 first mortgage loan in January, 1998, as
described above, and the repayment in full of the $9,800,000 revolving line of
credit ("1994 Credit") issued by National City Bank of Cleveland and
Manufacturer's and Traders Trust Company of Buffalo, New York. General and
Administrative expenses decreased $1,378,000 (73%) in the nine months ended June
30, 1998 compared to the nine months ended June 30, 1997 primarily because
certain expenses incurred in the 1997 period ($197,000 of expenses related to
the Plan, $799,000 in severance payable to officers and employees and $214,000
of payments in lieu of options made to the four primary officers of the Trust)
did not recur in the 1998 period. Also, during the nine months ended June 30,
1998 the Trust reversed $98,000 of valuation reserve compared to $1,070,000 of
valuation reserve reversed during the nine months ended June 30, 1997, as
previously discussed.
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<PAGE> 10
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The Trust has sold three properties during the nine months ended June 30, 1998.
Two of the sales resulted in gains for the Trust. These gains were as follows:
i. Petroleum Club Building - $373,000 and ii. Cannon West Shopping Center -
$743,000. The third sale resulted in a loss which had previously been provided
for in the valuation reserve. For the nine months ended June 30, 1997 the Trust
recorded gains as follows: i. Littleton Bank Building - $563,000; ii. Land
parcel in Dubuque - $13,000; iii. Warren Plaza - $1,727,000; iv. Triangle Square
- - $2,650,000; v. Englewood Bank Building - $2,317,000; vi. Spring Village
Shopping Center - $679,000; and vii. Executive Club Building - $3,463,000.
During the nine months ended June 30, 1998 the Trust recorded federal income
taxes of $516,000 ($630,000 of current taxes net of a deferred tax asset of
$114,000) and recorded state tax refunds of $37,000. During the nine months
ended June 30, 1997 the Trust recorded federal income tax expense of $400,000,
accrued a federal tax liability of $871,000, and recorded state income tax
expense of $286,000.
OUTLOOK
Tiffany Plaza, Ardmore Oklahoma is the only remaining property of the Trust.
Effective June 18, 1998 the Trust executed a contract of sale for Tiffany Plaza
for a sales price of $3,200,000. The contract provides for a due diligence
period, during which time the buyer could cancel the contract at its option.
Upon completion of the due diligence period the buyer would either place a
non-refundable deposit with the Trust or cancel the contract. Thereafter, should
the buyer fail to complete the sale, the deposit would be forfeited and retained
by the Trust. Therefore, there is no guarantee that Tiffany Plaza would be sold
for the price stated. It should be noted that Tiffany Plaza was previously under
a contract of sale which was executed effective May 1, 1998. This contract was
canceled by the buyer during the due diligence period. Management of the Trust
does not believe the cancellation was the result of factors that will materially
affect the ability of the Trust to sell the property.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
-10-
<PAGE> 11
PART II
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) There were no Reports on Form 8-K filed during the quarter for
which this report is filed.
-11-
<PAGE> 12
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: August 11, 1998 By: /s/ John C. Kikol
-------------------------------
John C. Kikol, Chairman and
President
Date: August 11, 1998 By: /s/ Michael R. Thoms
-------------------------------
Michael R. Thoms, Vice President
and Treasurer
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<PAGE> 13
CLEVETRUST REALTY INVESTORS
QUARTERLY REPORT ON FORM 10-Q FOR QUARTER ENDED JUNE 30, 1998
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
(27) Financial Data Schedule.
-13-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 2,053
<SECURITIES> 0
<RECEIVABLES> 30
<ALLOWANCES> 33
<INVENTORY> 0
<CURRENT-ASSETS> 9
<PP&E> 3,254
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,313
<CURRENT-LIABILITIES> 1,099
<BONDS> 0
0
0
<COMMON> 5,137
<OTHER-SE> (923)
<TOTAL-LIABILITY-AND-EQUITY> 5,313
<SALES> 0
<TOTAL-REVENUES> 1,263
<CGS> 0
<TOTAL-COSTS> 332
<OTHER-EXPENSES> 513
<LOSS-PROVISION> (98)
<INTEREST-EXPENSE> 151
<INCOME-PRETAX> 365
<INCOME-TAX> 479
<INCOME-CONTINUING> (114)
<DISCONTINUED> 0
<EXTRAORDINARY> 1,116
<CHANGES> 0
<NET-INCOME> 1,002
<EPS-PRIMARY> .20
<EPS-DILUTED> .20
</TABLE>
