SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 2002 Commission File Number 0-7716
CENTURY REALTY TRUST
(Exact name of Registrant as specified in its charter)
INDIANA 35-1284316
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
823 Chamber of Commerce Building 46204
Indianapolis, Indiana (ZipCode)
(Address of principal executive offices)
Registrant's telephone number, including area code (317)632-5467
Indicate by check mark whether this 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 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 __.
Indicate the number of shares outstanding of each of the
issuer's classes of common stock as of the latest practicable
date.
Shares of Beneficial Interest, no par value 1,761,701 shares
Part 1. Financial Information
Century Realty Trust and Subsidiaries
Consolidated Balance Sheets
September December
30, 2002 31, 2001
___________ ___________
Unaudited See Note 1
Assets
Real estate investments:
Land $3,776,383 $3,776,383
Buildings 53,255,417 52,792,086
Equipment 1,427,308 1,357,386
Allowances for depreciation (15,954,421) (14,623,791)
___________ ___________
42,504,687 43,302,064
Net investment in direct financing leases 159,510 191,947
___________ ___________
42,664,197 43,494,011
Cash and cash equivalents 1,862,890 1,316,299
Restricted cash 1,759,095 1,412,694
Accounts and accrued income receivable 225,980 209,914
Unamortized management contracts 336,014 384,791
Unamortized mortgage costs 391,905 487,082
Undeveloped land 99,675 99,675
Other assets 106,138 151,486
___________ ___________
$47,445,894 $47,555,952
___________ ___________
___________ ___________
Liabilities and shareholders' equity
Liabilities:
Short-term debt - $92,406
Mortgage notes payable $34,257,805 34,389,954
Accounts payable and accrued liabilities 341,213 244,088
Interest 193,667 214,811
State income and property taxes 1,784,064 1,422,088
Tenants' security deposits and unearned rent 595,134 571,123
___________ ___________
37,171,883 36,934,470
Minority interest in operating partnerships 595,678 802,403
Shareholders' equity:
Shares of Beneficial Interest, no par
value - authorized 5,000,000 shares,
issued 1,774,186 shares (1,768,249 shares
at December 31, 2001), including 19,207
shares in treasury 9,452,982 9,327,102
Overdistributed income other
than from gain on the sale of real estate (892,335) (625,709)
Undistributed net realized gain from the
sale of real estate 1,316,078 1,316,078
Cost of treasury shares (198,392) (198,392)
___________ ___________
9,678,333 9,819,079
___________ ___________
$47,445,894 $47,555,952
___________ ___________
___________ ___________
See accompanying notes.
Century Realty Trust and Subsidiaries
Consolidated Statements of Income
Three Months Nine Months
Ended September 30 Ended September 30
__________ ___________ ___________ ___________
2002 2001 2002 2001
__________ ___________ ___________ ___________
Income:
Real estate operations:
Rental Income $3,167,020 $3,157,169 $9,481,088 $9,516,303
Income from direct
Financing leases 5,712 7,086 17,135 21,258
Other income 73,118 74,386 218,845 214,009
__________ ___________ ___________ ___________
3,245,850 3,238,641 9,717,068 9,751,570
Less:
Operating expenses 1,421,286 1,557,036 4,145,187 4,394,836
Depreciation 462,074 454,727 1,386,201 1,363,455
Real estate taxes 337,514 342,594 1,026,059 1,017,670
__________ ___________ ___________ ___________
2,220,874 2,354,357 6,557,447 6,775,961
__________ ___________ ___________ ___________
1,024,976 884,284 3,159,621 2,975,609
Interest 4,478 11,165 16,194 37,267
__________ ___________ ___________ ___________
1,029,454 895,449 3,175,815 3,012,876
Expenses:
Interest 621,806 683,754 1,903,833 2,068,062
Mortgage loan
extinguishment costs 293,484 - 293,484 -
State income taxes 4,202 24,139 13,870 85,245
General and administrative 228,183 134,739 563,097 431,941
__________ ___________ ___________ ___________
1,147,675 842,632 2,774,284 2,585,248
__________ ___________ ___________ ___________
Income (loss) before
minority interest in
operating partnerships (118,221) 52,817 401,531 427,628
Minority interest in
operating partnerships 66,514 16,212 69,051 55,885
__________ ___________ ___________ ___________
Net income (loss) ($51,707) $69,029 $470,582 $483,513
__________ ___________ ___________ ___________
__________ ___________ ___________ ___________
Per share data:
Basic earnings (loss) ($0.03) $0.04 $0.27 $0.28
Diluted earnings (loss) ($0.03) $0.04 $0.27 $0.28
See accompanying notes.
Century Realty Trust and Subsidiaries
Consolidated Statements of Cash Flows
Nine Months
Ended September 30
2002 2001
__________ __________
Operating Activities
Net income $470,582 $483,513
Adjustments to reconcile net
income to cash provided by
operating activities:
Depreciation and amortization 1,617,626 1,402,445
Minority interest (69,051) (55,885)
Changes in operating assets
and liabilities:
Restricted cash (188,226) (193,842)
Accounts and accrued income receivable (16,066) (70,195)
Other assets 31,104 (89,455)
Accounts payable and accrued liabilities 437,810 285,554
Tenants' security deposits and
unearned income 24,011 108,122
__________ __________
Net cash provided by operating activities 2,307,790 1,870,257
Investing Activities:
Purchase of property and improvements (533,253) (528,388)
Lease principal payments received 32,437 28,314
__________ __________
Net cash used in investing activities (500,816) (500,074)
Financing Activities:
Net short-term bank borrowings (repayments) (92,406) (2,900,000)
Net proceeds from long-term mortgage loans 5,703,726 3,708,589
Mortgage loan balances refinanced (5,658,466) -
Principal payments on mortgage notes payable (464,382) (390,806)
Sale of treasury shares - 5,125
Purchase of shares for treasury - (33,362)
Dividends paid to shareholders (737,060) (1,019,489)
Distributions to holders of minority interest (11,795) (19,436)
__________ __________
Net cash used in financing activities (1,260,383) (649,379)
__________ __________
Net increase in cash and cash equivalents 546,591 720,804
Balance at beginning of period 1,316,299 781,215
__________ __________
Balance at end of period $1,862,890 $1,502,019
__________ __________
__________ __________
Supplemental Data:
Selected noncash activities related to
investing and financing activities were
as follows:
Issued 10,743 shares in 2002 and 18,498
shares in 2001 in exchange for like
numbers of operating partnership units
of controlled partnerships $125,880 $216,566
__________ __________
__________ __________
See accompanying notes.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CENTURY REALTY TRUST
September 30, 2002
Unaudited
NOTE 1 - Basis of Presentation
The accompanying unaudited consolidated financial statements
have been prepared in accordance with accounting principles
generally accepted in the United States for interim financial
information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by accounting principles
generally accepted in the United States for complete financial
statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary
for a fair presentation have been included. Operating results
for the three months and nine months ended September 30, 2002
are not necessarily indicative of the results that may be
expected for the year ended December 31, 2002.
The balance sheet at December 31, 2001 has been derived from
the audited financial statements at that date but does not
include all of the information and footnotes required for
complete financial statements. For further information, refer to
the consolidated financial statements and footnotes thereto
included in the Trust's annual report on Form 10-K for the year
ended December 31, 2001.
NOTE 2 - Interest in Operating Partnerships
The Trust, through its wholly-owned subsidiary, CR Management,
Inc., is the general partner in five limited partnerships each
of which owns, as its principal asset, a single apartment
property. CR Management, Inc. owns 2,972 partnership units.
Effective January 1, 2000, the Trust granted to each of the
beneficial owners of the remaining 286,908 partnership units the
right to exchange their units for an equal number of shares of
the Trust. Exchanges are exercised effective on the first day
of each calendar quarter. At December 31, 2001 the Trust owned,
in the aggregate 217,693, or 75.1%, of the 289,880 outstanding
partnership units.
During the nine months ended September 30, 2002, the Trust
issued 10,743 shares of beneficial interest in exchange for
partnership units. As of October 1, 2002, holders of 1,916
units elected to exchange units for shares. Including the
exchanges exercised October 1, 2002, the Trust owns 230,352, or
79.5%, of the 289,880 outstanding operating partnership units.
The equity interest that the Trust does not own is described in
the consolidated financial statements as the minority interest
in operating partnerships.
NOTE 3 - Mortgage Notes Payable
Nine of the fifteen properties owned by the Trust are
encumbered by mortgage loans that are payable in monthly
installments totaling approximately $179,500, including interest
at rates ranging from 3.8% to 9% per annum, and which mature
from October 3, 2004 to February 1, 2012.
Scheduled payments during the three and nine month periods
ended September 30, 2002 decreased mortgage loan balances, in
the aggregate, by $126,225 and $386,719, respectively.
The five apartment properties owned by the operating
partnerships controlled by the Trust have long-term mortgage
loans that are payable in monthly installments totaling
approximately $70,000. The loans have interest rates ranging
from 6.625% to 8.31%, and mature from June 1, 2006 to July 31,
2037. The total monthly installments, range of interest rates,
and maturity dates represent new terms following modification in
July, 2002 of three of the five mortgage loans. Scheduled
payments during the three months and nine months ended September
30, 2002 decreased mortgage loan balances, in the aggregate, by
$21,942 and $77,663, respectively.
Three of the five partnership mortgage loans were
repaid on July 31, 2002 using the proceeds of three new fixed
rate long-term mortgage loans. The following table compares the
new loans with the loans that were repaid:
Amount Monthly
Interest Maturity Borrowed P & I
Mortgaged Property Rate Date (Repaid) Payment
New loans:
Hampton Court Apartments 6.625% 7/31/37 $1,358,200 $ 8,323
Sheffield Square Apartments 6.625% 7/31/32 3,272,500 20,954
West Wind Terrace Apartments 6.625% 7/31/32 1,360,000 8,708
Totals $5,990,700 $37,985
Previous loans:
Hampton Court Apartments 8.750% 5/1/30 ($1,299,685) $10,395
Sheffield Square Apartments 8.500% 6/1/29 ( 3,097,513) 24,441
West Wind Terrace Apartments 8.875% 1/1/27 ( 1,261,268) 10,535
Totals ($5,658,466) $45,371
Effective April 1, 2002, the Trust adopted Statement
of Financial Accounting Standards No. 145 which rescinded
previous statements related to the recognition of gains and
losses from the extinguishment of debt, and limits the
classification of such gains and losses as "extraordinary" to
unusual and infrequent occurences. The transactions reflected
in the above schedule are not considered to be unusual or
infrequent. Consequently, unamortized costs of $192,543 and
loan prepayment premiums of $100,941 related to the loans repaid
are identified as Mortgage Loan Extinguishment Costs and
included in the accompanying consolidated financial statements
as normal non-operating expenses.
NOTE 4 - Short-Term Debt
At December 31, 2001, the Trust had borrowed $92,406 under its
$3,000,000 bank line of credit. The Trust repaid that balance
in the first quarter of 2002. The line of credit is renewed
annually in August.
NOTE 5 - Federal Income Taxes
The Trust intends to continue as a real estate investment trust
as defined in the Internal Revenue Code and to distribute its
taxable income. Assuming compliance with other requirements of
the Code, income distributed will not be taxable to the Trust.
Accordingly, no provision for federal income taxes is made in
the financial statements. Distributions, however, to the extent
that such payments are from earnings and profits of the Trust,
are taxable to the shareholder recipients as dividend income.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
OVERVIEW
Contained in this discussion are forward-looking statements
which management believe to be reasonable and informative. Such
statements are based on assumptions which may not prove to be
correct for reasons management cannot predict. Consequently,
the inclusion of forward-looking statements should not be
considered as representations by the Trust or its management
that expected results will be achieved or that stated objectives
will be attained.
At September 30, 2002 and 2001, and throughout the quarters and
nine month periods then ended, the Trust owned or controlled
fifteen apartment communities containing 2,136 apartment units,
three multi-tenant commercial properties containing 89,000
rentable square feet, and two restaurant properties leased to
operators under net leases. Five of the fifteen apartment
communities containing a total of 586 units are owned by
partnerships in which the Trust has a majority financial
interest and over which the Trust has exclusive control. A
detailed listing of the investment real estate is contained on
Page 2 of the Trust's 2001 annual report. At September 30, 2002
and 2001 the Trust's net investment in real estate consisted of
apartment properties (94%), commercial properties (5%) and
net-leased restaurant properties (1%). Except for one
restaurant property in Orlando, Florida, the Trust's real estate
investments are located in Indiana.
The apartment communities, which comprise 94% of the Trust's
investment property, also account for most of the rental income
and expenses reported. Management expects the real estate
portfolio will be unchanged during the fourth quarter of 2002,
and that operating income and expenses in the fourth quarter of
2002 will approximate the comparable amounts, except for
mortgage loan extinguishment costs, reported for the third
quarter of 2002. During the third quarter of 2002, seasoned
mortgage loans on three apartment properties owned by
partnerships that the trust controls were replaced with new
lower interest-rate mortgage loans. Unamortized costs and
prepayment fees applicable the loans repaid were charged to
expense in the third quarter. Management does not plan to
extinguish or modify the Trust's mortgage debt during the fourth
quarter of 2002.
Critical Accounting Policies:
Amortization of Management Contracts. In November, 1997, the
Trust paid $650,350 for the general partner interest and
absolute management control over five partnerships, each of
which owns one apartment property as its principal asset. The
accounts of the partnerships are included in the consolidated
financial statements of the Trust. The Trust granted to the
limited partners in those partnerships options to exchange their
interests for shares of beneficial interest of the Trust. Those
options will expire in November 2007 at which time the Trust
will have the option to issue shares in exchange for any
outstanding limited partnership interests. The Trust elected in
1997 to amortize, on a straight line basis, its cost to acquire
its position over the ten-year option period that it granted to
the limited partners; consequently, depreciation expense each
year includes $65,035 ($16,260 each quarter) of acquisition cost
amortization.
Carpet replacement policy. From its inception in 1973, the
Trust has consistently followed the practice of charging the
cost to replace carpets in its apartment units to real estate
operating expense as incurred. The costs to replace carpets
during the three months and nine months ended September 30, 2002
amounted to $64,500 and $178,000, respectively. For the same
periods of 2001, carpet replacement costs amounted to $106,400
and $262,600, respectively. An acceptable alternative method of
accounting would be the capitalization of costs as incurred,
followed by charges for depreciation over the estimated useful
life of the carpet. Management believes that, due to the
relatively short useful life of apartment carpets, the annual
expense for replacements is not materially greater than would be
the annual charges for depreciation had the carpets been
capitalized when purchased.
Results of Operations
For the quarter and nine months ended September 30, 2002, the
Trust reported an increase of .2% and a decrease of .4%,
respectively, in gross income from real estate operations from
the comparable 2001 periods. Gross income from apartment
operations decreased by .1% and .5% from the prior year quarter
and nine month periods, respectively, due to lower occupancy
rates that more than offset 1.5% higher average rental rates.
Economic occupancy for the third quarter of 2002 was 89.5%, down
from 91.8% in the prior year quarter; and, for the nine months
ended September 30, 2002, was 89.8%, down from 91.6% during the
comparable period of 2001.
Gross revenue from rental properties other than apartments
accounted for 5.6% of total income from rental operations in the
first nine months of 2002. Non-apartment revenue increased by
$8,400, due to an increase in rental income from the Florida
restaurant property that was closed during the first five months
of 2001. The restaurant property was leased to a new operator
in May, 2001. Occupancy rates for the office and warehouse
properties were approximately 90% and 94% during the first nine
months of 2002 and 2001.
Operating expenses, excluding interest and depreciation, for
the apartment properties consumed 50.6% of gross possible income
for the third quarter of 2002, down from 56.2% for the prior
year period, and amounted to a decrease of $141,500, or 7.6%.
For the nine months ended September 30, 2002 and 2001, apartment
operating expenses were 49.8% and 52.8%, respectively, of gross
possible income, down $230,600, or 4.3%, from the comparable
period of 2001. With an ample supply of rent-ready vacant units
and sluggish rental activity, decorating costs and carpet
replacement costs in the third quarter of 2002 decreased by
$74,300, or 35.9% from the third quarter a year ago. For the
nine months ended September 30, 2002 decorating costs and carpet
replacement costs decreased by $127,100, or 25.7% from the
comparable period of 2001. Due to cost control efforts and a
comparatively mild 2001-2002 winter season following a severe
winter a year ago, costs for maintenance, repairs and building
services declined for the three months and nine months ended
September 30, 2002, compared with the prior year periods, by
$46,800 (14.6%) and $102,700 (12.0%), respectively.
Real estate taxes on Indiana property are assessed on March
1 each year and are payable in two installments in the following
calendar year. Real estate tax expense for the current year
periods represents one-fourth (quarter) and three-fourths (nine
months) of the estimated real estate taxes payable during the
next calendar year. Estimates are based on actual tax payments
during the current year with allowances for anticipated rate
increases comparable with past experience. Real estate tax
expense in the first nine months of 2002 increased by .8% over
the first nine months of 2001.
Interest expense related to loans outstanding throughout the
third quarter and nine month periods of 2002 and 2001 declined
by $62,000 and $164,000, respectively. Approximately $44,000
and $149,000 of the reductions resulted from lower interest
rates on three variable rate loans with unpaid balances totaling
$6.2 million at September 30, 2002. Interest rates on the
variable rate loans averaged 4.1% and 6.3% during the third
quarters and 4.3% and 6.9% during the first nine months of 2002
and 2001, respectively. On July 31, 2002, mortgage loans on
three apartment properties owned by controlled partnerships were
paid-off using the proceeds from new mortgage loans. A schedule
that compares the new loans with the previous loans is included
in Note 3 on page 6 of this report. The new loans have interest
rates that are lower than the those applicable to the previous
loans. The lower interest rates resulted in a reduction of
approximately $19,000 in interest expense in the quarter and
nine months ended September 30, 2002, compared with the
comparable periods of 2001. In August, 2001, the Trust obtained
a new first mortgage loan on one of its apartment properties,
and used part of the proceeds to repay a first mortgage loan on
one of its commercial properties and to repay a short-term bank
loan. Interest expense for the third quarter and first nine
months of 2002 related to that loan, exceeded by $15,000 and
$33,000, respectively, the interest expense for the comparable
periods of 2001 related to loans then outstanding that were
later repaid.
In connection with refinancing three apartment
properties owned by controlled partnerships in July, 2002, two
of the three partnerships paid prepayment fees in the aggregate
amount of $100,941. In, addition, the three partnerships had
unamortized loan origination costs related to the loans that
were paid-off in the aggregate amount of $192,543. The
prepayment fees and the unamortized loan costs were charged to
expense as "Mortgage loan extinguishment costs". Costs
aggregating $127,094 related to the origination of the new
mortgage loans were recorded as an amortizable asset and will be
charged to expense over the terms of the loans.
During the second half of 2001 the Trust transferred title to
substantially all of its rental properties to Century Realty
Properties, L.P., a limited partnership in which the Trust is
the sole limited partner, and a wholly-owned subsidiary, CRT
Investments, Inc., is the sole general partner. The accounts of
both new entities are included in the consolidated financial
statements of the Trust. Following that reorganization, the
Trust's income subject to Indiana income tax is its profit from
the partnership operations. Prior the the reorganization, the
Trust was subject to a state tax on gross rental receipts and
other income derived from all of its properties in Indiana.
Legal fees and other expenses related to the formation of
Century Realty Properties, L.P. and CRT Investments and the
transfer of properties to those entities, and $85,400 in real
estate appraisal fees incurred in 2002 accounted for
approximately $125,000, or 95%, of the increase in general and
administrative expenses between the nine-month periods ended
September 30, 2002 and 2001. Administrative salaries and
related payroll taxes and benefits increased by $5,000 and
$14,900 for the quarter and nine months ended September 30, 2002
from the prior year periods. In the first nine months of 2002,
general and administrative expenses consumed 5.8% of income from
real estate operations, up from 4.4% in the comparable period of
2001.
Financial Condition and Liquidity
As of October 1, 2002, the Trust declared a $.14 per share cash
distribution payable November 18, 2002 to shareholders of record
October 25, 2002. That distribution will require total
disbursements of $246,600. Three of the five controlled
partnerships declared surplus cash distributions that, in the
aggregate, will result in the payment of $4,900 to minority
interest partners of record on October 25, 2002.
Other than the requirement for declared, but unpaid
distributions, management is not aware of any significant
transactions or events that would require material expenditures
in the fourth quarter of 2002.
The Trust has no obligations, nor has it made any commitments,
which will require expenditures in excess of funds anticipated
to be provided by operations during the remainder of 2002.
No transactions or events have occurred to indicate that funds
provided by operations during the fourth quarter of 2002 will
differ disproportionately from the first nine months of the
year. At September 30, 2002, the Trust, its subsidiaries and
controlled partnerships held, in the aggregate, approximately
$1,863,000 in unrestricted cash which management believes is
sufficient to meet anticipated working capital requirements.
Inflation
Management believes that the direct effects of inflation on the
Trust's quarterly operations have been insignificant during 2002
and 2001.
PART II
Item 6(b). No events occurred during the three months
ended September 30, 2002, which would have necessitated the
filing of a report on Form 8K.
MANAGEMENT REPRESENTATIONS
The information furnished in this report, while not
audited, includes all adjustments, in the opinion of management,
necessary for a fair representation of the financial position of
Century Realty Trust at September 30, 2002, and December 31,
2001, and the results of its operations and its cash flow for
the three months and nine months ended September 30, 2002, and
September 30, 2001, in accordance with accounting principles
generally accepted in the United States consistently applied.
The interim results reported are not necessarily indicative of
expected results for the full year, and should be considered in
conjunction with the audited financial statements contained in
the Trust's 2001 annual report.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
CENTURY REALTY TRUST
Date_11/13/02____ By__/S/_John I Bradshaw, Jr.________
John I. Bradshaw, Jr.
President and Treasurer
Date_11/13/02____ By__/S/__David F White______________
David F. White
Controller
EXHIBIT 99.1
CERTIFICATION
In connection with the accompanying Quarterly Report of the
Trust on Form 10-Q for the period ending September 30, 2002, I,
John I. Bradshaw, Jr., Chief Executive Officer, President and
Treasurer of the Trust, certify, pursuant to 18 U.S.C Sec. 1350,
as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of
2002, that:
1) The Report fully complies with the requirements of section
13(a)of the Securities Exchange Act of 1934; and
2) The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Trust.
___/S/___John I Bradshaw, Jr________
John I. Bradshaw, Jr.
Chief Executive Officer, President
and Treasurer
EXHIBIT 99.2
CERTIFICATION
In connection with the accompanying Quarterly Report of the
Trust on Form 10-Q for the period ending September 30, 2002, I,
David F. White, Controller of the Trust, certify, pursuant to 18
U.S.C Sec. 1350, as adopted pursuant to Sec. 906 of the
Sarbanes-Oxley Act of 2002, that:
1) The Report fully complies with the requirements of section
13(a) of the Securities Exchange Act of 1934; and
2) The information contained in the Report fairly
presents, in all material respects, the financial condition and
results of operations of the Trust.
___/S/_David F White_____________
David F. White
Controller (Chief Financial Officer
and Principal Accounting Officer)