-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JEagVqJLuKlHbCrute3Yobc+Qd/H9gGxNSYi7pt089ve8ScZmuKHGy5qNoiuI9UU OahtR3TM6gYrX6xnX2aGHw== 0000950152-98-002090.txt : 19980319 0000950152-98-002090.hdr.sgml : 19980319 ACCESSION NUMBER: 0000950152-98-002090 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980131 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980318 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLEVETRUST REALTY INVESTORS CENTRAL INDEX KEY: 0000020975 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 341085584 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-05641 FILM NUMBER: 98568271 BUSINESS ADDRESS: STREET 1: 2001 CROCKER RD STE 400 CITY: WESTLAKE STATE: OH ZIP: 44145 BUSINESS PHONE: 2168990909 MAIL ADDRESS: STREET 1: 2001 CROCKER ROAD STREET 2: STE 400 CITY: WESTLAKE STATE: OH ZIP: 44145 8-K 1 CLEVETRUST REALTY INVESTORS 8-K 1 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 --------------------------- (Exact name of registrant as specified in its charter) Massachusetts ------------- (State or other jurisdiction of incorporation) 0-5641 34-1085584 ------ ---------- (Commission File Number) (IRS Employer Identification No.) 2001 Crocker Road, Suite 400, Westlake, Ohio 44145 -------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (440) 899-0909 -------------- Not Applicable -------------- (Former name or former address, if changed since last report) 2 5. Other Events: ------------- 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: ---------------------------------- (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 --------------------------- (Registrant) Date: March 18, 1998 By: /s/ Michael R. Thoms -------------------- Michael R. Thoms Vice President and Treasurer 3 EXHIBIT INDEX ------------- Exhibit Number Description - ------ ----------- 99.1 Financial Statements and Notes to Financial Statements for the month ended January 31, 1998. EX-99.1 2 EXHIBIT 99.1 1 Exhibit 99.1 CLEVETRUST REALTY INVESTORS STATEMENT OF FINANCIAL CONDITION (UNAUDITED)
JANUARY 31, 1998 ---------------- (in thousands) ASSETS - ----------------------------------------------- Invested assets - NOTE B: Properties held for sale 3,254 Less: Valuation reserve 77 -------------- 3,177 Cash and cash equivalents 2,275 Other assets 91 -------------- TOTAL ASSETS $5,543 ============== LIABILITIES - ----------------------------------------------- Accrued federal and state income taxes - NOTE A $386 Accrued expenses and other liabilities 1,001 -------------- TOTAL LIABILITIES 1,387 SHAREHOLDERS' EQUITY - ----------------------------------------------- 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) -------------- SHAREHOLDERS' EQUITY 4,156 -------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $5,543 ============== See notes to financial statements.
2 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.
One Month Ended ---------------------- 1/31/98 ---------------------- (in thousands, except per share data) INCOME - -------------------------------------------------- Real estate operations: Rental Income $192 Less: Real estate operating expenses 31 ---------------------- Income from real estate operations 161 Interest income 12 Other 1 ---------------------- 174 EXPENSES - -------------------------------------------------- Interest: Mortgage notes payable 36 General and administrative 59 ---------------------- 95 ---------------------- 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) ---------------------- NET INCOME $542 ====================== 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) ---------------------- NET INCOME PER SHARE $0.11 ====================== Weighted Average Number of Shares of Beneficial Interest Outstanding 5,137 ====================== See notes to financial statements.
3 CLEVETRUST REALTY INVESTORS STATEMENT OF CASH FLOWS (UNAUDITED)
One Month Ended ---------------------- 1/31/98 ---------------------- (in thousands) 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) ---------------------- Cash Flow (Used In) Operating Activities (717) CASH FLOW FROM INVESTING ACTIVITIES: Equity investments: Proceeds from properties sold 7,080 ---------------------- 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) ---------------------- Cash Flow (Used In) Financing Activities (9,110) ---------------------- (Decrease) in cash and short-term investments (2,747) Balance at beginning of period 5,022 ---------------------- Balance at end of period $2,275 ====================== See notes to financial statements.
4 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. -----END PRIVACY-ENHANCED MESSAGE-----