-----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, CDHQWu3x3lKbWExywo+mrUUZ1pGdDjEWRY7ntWBMp1/rUdD88EQyxmYNCT1s62wd 9bNS7tdGiI0NOiiU9+B+JQ== 0000950152-97-008623.txt : 19971216 0000950152-97-008623.hdr.sgml : 19971216 ACCESSION NUMBER: 0000950152-97-008623 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971031 FILED AS OF DATE: 19971215 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: REALTY REFUND TRUST CENTRAL INDEX KEY: 0000082473 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 346647590 STATE OF INCORPORATION: OH FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-07062 FILM NUMBER: 97738131 BUSINESS ADDRESS: STREET 1: 1385 EATON CENTER STREET 2: 1111 SUPERIOR AVE CITY: CLEVELAND STATE: OH ZIP: 44114 BUSINESS PHONE: 2167717663 MAIL ADDRESS: STREET 1: 1385 EATON CENTER STREET 2: 1111 SUPERIOR AVENUE CITY: CLEVELAND STATE: OH ZIP: 44114 10-Q 1 REALTY REFUND TRUST QUARTERLY REPORT FORM 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q
- ------- Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 X For the quarterly period ended OCTOBER 31, 1997 - ------- - ------- Transition pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _______________________ to ___________________ - -------
Commission File Number 1-7062 ---------------------------------------------------------- REALTY ReFUND TRUST - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Ohio 34-6647590 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1385 Eaton Center 1111 Superior Avenue Cleveland, Ohio 44114 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (216) 771-7663 ------------------------- N/A - -------------------------------------------------------------------------------- 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 N/A ------ ------ ------ Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No N/A X ------ ------ ------- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 1,020,586 -------------------------------- 2 REALTY ReFUND TRUST ------------------- PART I. FINANCIAL INFORMATION ----------------------------- 3 REALTY ReFUND TRUST ------------------- BALANCE SHEETS -------------- OCTOBER 31, AND JANUARY 31, 1997 --------------------------------
ASSETS ------ October 31, January 31, ----------- ----------- (Unaudited) (Audited) CASH $2,682,947 $ 531,997 INTEREST RECEIVABLE AND OTHER ASSETS 46,934 285,004 REAL ESTATE HELD FOR SALE, net of $4,085,000 valuation allowance at January 31, 1997 -- 5,599,122 ========== ========== $2,729,881 $6,416,123 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ LIABILITIES: Note payable to related party $ -- $2,300,000 Deposits and accrued expenses 17,810 864,903 ---------- ---------- Total liabilities 17,810 3,164,903 ---------- ---------- SHAREHOLDERS' EQUITY: Shares of beneficial interest without par value, unlimited authorization, 1,020,586 shares outstanding at October 31, and January 31, 1997 2,712,071 3,251,220 ---------- ---------- $2,729,881 $6,416,123 ========== ==========
The accompanying notes are an integral part of these statements. 4 REALTY ReFUND TRUST ------------------- UNAUDITED --------- STATEMENTS OF OPERATIONS ------------------------ FOR THE THREE MONTHS ENDED OCTOBER 31, 1997 AND 1996 ----------------------------------------------------
1997 1996 ----------- ----------- REVENUES: Interest income from loan receivable $ -- $ 298,671 Interest income from loan receivable from related party -- 151,625 Rental revenue from real estate held for sale 262,507 614,231 ----------- ----------- 262,507 1,064,527 ----------- ----------- EXPENSES: Loss on sale of real estate 35,620 -- Interest on loan underlying wrap-around mortgage -- 19,066 Interest on note payable to bank -- 116,380 Interest on note payable to related party 20,636 88,773 Fee to related party investment advisor -- 87,684 Operating expenses of real estate held for sale 389,886 505,354 Amortization of deferred leasing commissions -- 10,829 Other operating expenses, net 62,565 134,183 ----------- ----------- 508,707 962,269 ----------- ----------- NET INCOME (LOSS) $ (246,200) $ 102,258 =========== =========== NET INCOME (LOSS) PER SHARE $ (.24) $ .10 =========== =========== CASH DIVIDENDS PER SHARE DECLARED $ .00 $ .10 =========== ===========
The accompanying notes are an integral part of these statements. 5 REALTY ReFUND TRUST ------------------- UNAUDITED --------- STATEMENTS OF OPERATIONS ------------------------ FOR THE NINE MONTHS ENDED OCTOBER 31, 1997 AND 1996 ---------------------------------------------------
1997 1996 ----------- ----------- REVENUES: Interest income from loans receivable $ -- $ 983,775 Interest income from loan receivable from related party -- 560,139 Rental revenue from real estate held for sale 1,367,366 1,710,353 ----------- ----------- 1,367,366 3,254,267 ----------- ----------- EXPENSES: Loss on sale of real estate 35,620 -- Interest on loans underlying wrap-around mortgages -- 150,184 Interest on loan underlying wrap-around mortgage loan to related party -- 89,223 Interest on note payable to bank -- 352,388 Interest on note payable to related party 118,082 272,164 Fee to related party investment advisor -- 158,864 Operating expenses of real estate held for sale 1,403,562 1,599,099 Amortization of deferred leasing commissions 21,724 32,220 Other operating expenses, net 174,440 297,627 ----------- ----------- 1,753,427 2,951,769 ----------- ----------- NET INCOME (LOSS) $ (386,062) $ 302,498 =========== =========== NET INCOME (LOSS) PER SHARE $ (.38) $ .30 =========== =========== CASH DIVIDENDS PER SHARE DECLARED $ .05 $ .30 =========== ===========
The accompanying notes are an integral part of these statements. 6 REALTY ReFUND TRUST ------------------- UNAUDITED --------- STATEMENTS OF CASH FLOWS ------------------------ FOR THE NINE MONTHS ENDED OCTOBER 31, 1997 AND 1996 ---------------------------------------------------
1997 1996 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Interest received $ -- $ 1,563,483 Interest paid (134,593) (890,995) Cash payments to investment advisor and other suppliers (104,274) (608,233) Rental revenue received from real estate held for sale 1,357,294 1,762,044 Cash payments for operating expenses of real estate held for sale (2,113,511) (1,653,451) ----------- ----------- Net cash (used for) provided by operating activities (995,084) 172,848 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Principal collected on mortgage loans receivable -- 6,303,293 Principal payments on mortgage loans payable -- (4,991,421) Proceeds from sale of real estate, net 5,599,122 -- Purchase of fee interest in land -- (287,758) ----------- ----------- Net cash provided by investing activities 5,599,122 1,024,114 ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments on note payable to related party (2,300,000) (375,000) Net bank repayments -- (225,000) Payment of cash dividends (153,088) (306,176) ----------- ----------- Net cash used for financing activities (2,453,088) (906,176) ----------- ----------- NET INCREASE IN CASH 2,150,950 290,786 CASH AT BEGINNING OF PERIOD 531,997 16,285 ----------- ----------- CASH AT END OF PERIOD $ 2,682,947 $ 307,071 =========== ===========
7 -2-
1997 1996 --------- --------- RECONCILIATION OF NET INCOME (LOSS) TO NET CASH PROVIDED BY OPERATING ACTIVITIES: Net income (loss) $(386,062) $ 302,498 Adjustments to reconcile net income (loss) to net cash provided by operating activities- Amortization of tenant improvements and deferred leasing commissions 21,724 32,220 Amortization of deferred loan fees -- (13,500) Decrease in interest receivable and other assets 216,346 346,459 Decrease in deposits and accrued expenses (847,092) (494,829) --------- --------- $(995,084) $ 172,848 ========= =========
The accompanying notes are an integral part of these statements. 8 REALTY ReFUND TRUST ------------------- NOTES TO UNAUDITED FINANCIAL STATEMENTS --------------------------------------- OCTOBER 31, 1997 AND 1996 ------------------------- 1. BASIS OF PRESENTATION: ---------------------- The accompanying unaudited financial statements contain all adjustments which are, in the opinion of the Trust's management, necessary to present fairly the financial position of the Trust as of October 31, 1997, and the results of its operations and cash flows for the nine-month periods ended October 31, 1997 and 1996. Such adjustments are of a normal recurring nature. The financial statements included herein have been prepared by the Trust, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. It is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto included in the Trust's latest annual report on Form 10-K. 2. DIVIDEND DECLARATION: -------------------- On November 17, 1997, the Trustees decided not to declare a dividend for the quarter ended October 31, 1997. 3. NET INCOME (LOSS) PER SHARE: --------------------------- Net income (loss) per share has been computed based on the weighted average number of shares outstanding. Net income (loss) per share for the three- and nine-month periods ended October 31, 1997 and 1996, was based upon 1,020,586 shares. During these periods, the Trust had no potentially dilutive securities outstanding. At October 31, 1997 and 1996, there were 1,020,586 shares of beneficial interest outstanding. 4. REAL ESTATE HELD FOR SALE: -------------------------- The Trust's real estate held for sale was sold in September 1997. The Trust received approximately $6,000,000 for the Chicago building before consideration of closing and other costs related to the sale. A loss of approximately $36,000 resulted from the sale of the Chicago building. 9 -2- 5. LITIGATION: ---------- The Trust and its officers and Trustees have been sued by a shareholder. The Trust intends to pursue all of the remedies available to it against this shareholder. In the opinion of management, the amount of any ultimate liability with respect to this action will not materially affect the Trust's financial position. 10 Management's Discussion and Analysis of Financial Condition and Results of Operation - ------------------------------------------------- Interest income on mortgage loans receivable decreased during the three- and nine-month periods ended October 31, 1997 as compared to the corresponding periods of 1996 due to the maturity of the Fort Worth, Texas loan in November 1996 and the retirement of the Toledo, Ohio loan, both of which occurred during the fiscal year ended January 31, 1997. Interest expense on mortgage loans payable decreased as the Trust had no mortgage loans payable outstanding during the nine-month period ended October 31, 1997. During three- and nine-month periods ended October 31, 1997 the Chicago property incurred net operating losses of approximately $127,000 and $58,000, inclusive of amortization charges for deferred leasing commissions totaling $0 and $22,000, respectively. For the prior year three- and nine-month periods, the Chicago property earned net operating income of approximately $98,000 and $79,000, respectively, inclusive of amortization of deferred leasing commissions of approximately $11,000 and $32,000. Rental revenue and other operating expenses decreased during the three months ended October 31, 1997 as compared to the corresponding period of the prior year due to a decrease in lease renewals. The Trust's real estate held for sale was within the scope of FAS No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." Pursuant to this standard, long-lived assets to be disposed of are to be reported at the lower of carrying amount or fair value less incremental direct costs to sell. Long-lived assets to be disposed of shall not be depreciated while being held for disposal. As such, no depreciation expense was recorded on the real estate held for sale for the three- and nine-month periods ended October 31, 1997 and 1996. The Chicago building was sold in September 1997 for approximately $6,000,000 before consideration of closing and other costs related to the sale. A loss of approximately $36,000 resulted from the sale. There was no interest expense on bank borrowings during the nine months ended October 31, 1997 as the proceeds received in the fiscal year ended January 31, 1997 in connection with the maturity of the Fort Worth, Texas loan in November 1996 and the retirement of the Toledo, Ohio loan were used to retire all outstanding bank borrowings. Interest expense on the note payable to a related party decreased due to quarterly principal payments of $125,000 and a $1,700,000 payment from a portion of the proceeds from the repayment of the Fort Worth, Texas loan, both of which occurred during the fiscal year ended January 31, 1997. In addition, the remaining $2,300,000 of the note payable to a related party was retired with proceeds from the sale of the Chicago property. There was no fee to investment advisor during the three and nine months ended October 31, 1997 due to the reduction in the Trust's investments in mortgage loans. Other operating expenses decreased during the three- and nine- month periods ended October 31, 1997 as compared to the corresponding periods of the prior year due to lower levels of legal and professional expense. 11 -2- Liquidity - --------- To maintain tax-exempt status, the Trust is required to distribute at least 95% of its taxable income to its shareholders. It is currently the policy of the Trust to distribute sufficient dividends to maintain its tax-exempt status. The Trust has available approximately $9.5 million of net operating loss carryforwards for income tax purposes. The loss carryforwards can be used to reduce future dividend payment requirements and still allow the Trust to maintain its tax-exempt status. The Trustees will assess the level of dividends to be declared on a quarterly basis. For the nine months ended October 31, 1997 as compared to the prior year period, net cash provided by operating activities decreased due to the Trust having no mortgage loan investments and having a higher level of net cash payments for operating costs of the Chicago property. Cash flows from investing activities increased due to the receipt of $5.6 million of net proceeds from the sale of the Chicago property in September 1997. Cash used for financing activities increased as the Trust used proceeds from the sale of the Chicago property to retire the note payable to related party. In addition, the Trust did not require bank borrowings to fund investing or other financing activities in the nine months ended October 31, 1997. In the opinion of management, cash flow from short term investments, in addition to, the existing cash is sufficient to meet cash requirements for the near-term future. In February 1997, the Trust signed an agreement to form a limited partnership with Hospitality Corporation International ("HCI") of Phoenix, Arizona. Under the terms of the agreement, this newly-formed partnership will acquire six of HCI's seven all-suite hotel properties in Arizona and California, as well as certain assets of the Trust. The remaining HCI hotel property will be acquired by the Trust in exchange for newly-issued Realty Refund Trust shares. These seven HCI properties contain 1,036 suites. These transactions will be subject to approval by the shareholders of the Trust and the investors in HCI's hotels. There can be no assurance that the necessary approvals will be obtained. Should the approvals not be obtained, this agreement will be terminated. At such time, the Trust would review its options, which may include merger or alternative acquisition possibilities, if any, or liquidation. The Trust and its officers and Trustees have been sued by a shareholder. The Trust intends to pursue all of the remedies available to it against this shareholder. In the opinion of management, the amount of any ultimate liability with respect to this action will not materially affect the Trust's financial position. Inflation - --------- Generally, inflation affects the Trust as it affects its borrowers and the underlying real estate collateral. This type of collateral traditionally has been able to sustain itself during periods of inflation. 12 FORM 10-Q -- PART II: OTHER INFORMATION --------------------------------------- Items 1 through 5 are not applicable or the answer to such items is negative; therefore, the items have been omitted and no reference is required in this report. ITEM 6 Exhibits and Reports on Form 8-K - ------- -------------------------------- (a) Exhibit Number Exhibit ------ ------- 10.1 Real Estate Sale Contract by and between Realty ReFund Trust and Mark IV Realty Group, Inc., or its nominee, a to be formed venture, as agent for the purchaser (incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K dated September 4, 1997). 10.2 First Amendment to Real Estate Sale Contract dated as of May 30, 1997 by and between Realty ReFund Trust and Mark IV Realty Group, Inc., or its nominee, a to be formed venture, as agent for the purchaser (incorporated by reference to Exhibit 10.2 to the Registrant's Form 8-K dated September 4, 1997). 27 Financial Data Schedule(1) Reports on Form 8-K. ------------------- (b) On September 17, 1997, the Registrant filed a report on Form 8-K dated September 4, 1997. The filing was made under Item 2 of Form 8-K, in conjunction with the Registrant's sale, through wholly-owned corporate subsidiaries, of an office building located in Chicago, Illinois for a total consideration of Six Million Dollars ($6,000,000.00) The following financial statements were filed as a part of the Form 8-K: Realty ReFund Trust Unaudited Pro Forma Balance Statements of Operations for the Year Ended January 31, 1997 and for the Six Months Ended July 31, 1997. - --- (1) Filed only in electronic format pursuant to Item 60(b)(27) of Regulation S-K. 13 SIGNATURE --------- 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. December 12, 1997 REALTY ReFUND TRUST ---------------------------------- (Registrant) By /s/ Alan M. Krause -------------------------------- Alan M. Krause Chairman By /s/ James H. Berick -------------------------------- James H. Berick President and Principal Financial Officer EX-27 2 EXHIBIT 27
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BALANCE SHEET AS OF OCTOBER 31 AND JANUARY 31, 1997, STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED OCTOBER 31, 1997 AND 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000082473 REALTY REFUND TRUST 9-MOS JAN-31-1998 FEB-1-1997 OCT-31-1997 2,682,947 0 0 0 0 0 0 0 2,729,881 0 0 0 0 2,712,071 0 2,729,881 0 1,367,366 0 0 1,635,345 0 118,082 (386,062) 0 (386,062) 0 0 0 (386,062) (.38) (.38) THE REGISTRANT UTILIZES AN UNCLASSIFIED BALANCE SHEET. THEREFORE, THE CAPTIONS "TOTAL CURRENT ASSETS" AND "TOTAL CURRENT LIABILITIES" ARE NOT APPLICABLE.
-----END PRIVACY-ENHANCED MESSAGE-----