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
For Quarter Ended June 30, 2005 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 by checkmark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange Act). YES __ NO X
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 1,801,476 shares
Part 1. Financial Information
Century Realty Trust and Subsidiaries
Consolidated Balance Sheets
June December
30, 2005 31, 2004
___________ ___________
Unaudited See Note 1
Assets
Real estate investments:
Land $3,140,029 $3,140,029
Buildings 44,651,138 44,531,489
Equipment 806,969 769,765
Allowances for depreciation (15,578,518) (14,903,389)
___________ ___________
33,019,618 33,537,894
Real estate held for sale, net of
allowances for depreciation of $1,861,117 5,834,086 5,834,086
Cash and cash equivalents 3,716,305 3,037,234
Restricted cash 1,915,587 1,885,865
Accounts and accrued income receivable 346,772 426,478
Unamortized management contracts 157,168 189,686
Unamortized mortgage costs 252,707 275,478
Undeveloped land 99,675 99,675
Other assets 52,924 185,075
Real estate held for sale, other assets 418,646 398,114
___________ ___________
$45,813,488 $45,869,585
___________ ___________
___________ ___________
Liabilities and shareholders' equity
Liabilities:
Mortgage notes payable $32,642,666 $33,026,470
Accounts payable and accrued liabilities 411,519 580,338
Interest 174,445 150,236
Property taxes 1,434,039 1,386,978
Tenants' security deposits and unearned income 571,382 520,118
Real estate held for sale, liabilities 329,620 405,074
___________ ___________
35,563,671 36,069,214
Minority interest in operating partnerships 312,320 315,004
Shareholders' equity:
Shares of Beneficial Interest, no par
value - authorized 5,000,000 shares,
issued 1,802,971 shares (1,795,909 shares
at December 31, 2004), including 3,507
shares in treasury (6,507 shares in
treasury at December 31, 2004) 9,613,118 9,599,697
Overdistributed income other
than from gain on the sale of real estate (1,768,301) (2,176,023)
Undistributed net realized gain from the
sales of real estate 2,128,905 2,128,905
Cost of treasury shares (36,225) (67,212)
___________ ___________
9,937,497 9,485,367
___________ ___________
$45,813,488 $45,869,585
___________ ___________
___________ ___________
See accompanying notes.
Century Realty Trust and Subsidiaries
Consolidated Statements of Operations
Three Months Six Months
Ended June 30 Ended June 30
____________________ ____________________
2005 2004 2005 2004
_________ _________ _________ _________
Income:
Real estate operations:
Rental Income $2,620,048 $2,534,714 $5,234,089 $5,084,341
Other income 53,621 53,215 104,274 94,840
_________ _________ _________ _________
2,673,669 2,587,929 5,338,363 5,179,181
Less:
Operating expenses 1,208,969 1,213,522 2,410,651 2,456,851
Depreciation 355,473 356,640 710,946 713,062
Real estate taxes 264,702 337,191 579,000 675,096
_________ _________ _________ _________
1,829,144 1,907,353 3,700,597 3,845,009
_________ _________ _________ _________
844,525 680,576 1,637,766 1,334,172
Interest 16,116 2,381 26,686 4,577
_________ _________ _________ _________
860,641 682,957 1,664,452 1,338,749
Expenses:
Interest 506,488 536,605 1,012,266 1,081,102
Mortgage loan
extinguishment costs - 75,069 - 75,069
General and administrative 208,182 198,272 385,351 370,982
_________ _________ _________ _________
714,670 809,946 1,397,617 1,527,153
_________ _________ _________ _________
Income (loss) before
minority interest and
discontinued operations 145,971 (126,989) 266,835 (188,404)
Minority interest in
operating partnerships (8,700) 21,699 (9,279) 34,307
_________ _________ _________ _________
Income (loss) before
discontinued operations 137,271 (105,290) 257,556 (154,097)
Income from discontinued
operations, including
$2,689,599 gain on sale
of property in 2004 93,975 2,660,816 150,164 2,650,317
_________ _________ _________ _________
Net income $231,246 $2,555,526 $407,720 $2,496,220
_________ _________ _________ _________
_________ _________ _________ _________
Earnings per share -
basic and diluted:
Income (loss) before
discontinued operations $0.08 ($0.06) $0.14 ($0.09)
Income from discontinued
operations $0.05 $1.49 $0.09 $1.49
Net income $0.13 $1.43 $0.23 $1.40
See accompanying notes.
Century Realty Trust and Subsidiaries
Consolidated Statements of Cash Flows
Six Months
Ended June 30
2005 2004
__________ __________
Operating Activities
Net income $407,720 $2,496,220
Adjustments to reconcile net
income to cash provided by
operating activities:
Depreciation and amortization 733,718 917,190
Gain on sale of apartment property - (2,689,599)
Minority interest 9,279 (34,307)
Changes in operating assets
and liabilities:
Restricted cash (29,723) (374,505)
Accounts and accrued income receivable 79,706 (69,777)
Other assets 108,320 66,124
Accounts payable and accrued liabilities (172,956) 76,320
Tenants' security deposits and
unearned income 51,264 (63,148)
__________ __________
Net cash provided by operating activities 1,187,328 324,518
Investing Activities:
Proceeds from sale of apartment property, net - 2,972,726
Funds escrowed for completion of
tax deferred exchange - (2,972,726)
Purchase of property and improvements (156,853) (139,489)
Proceeds of eminent domain action - 16,860
Lease principal payments received - 28,217
__________ __________
Net cash used in investing activities (156,853) (94,412)
Financing Activities:
Proceeds from long-term mortgage loan, net - 1,252,560
Mortgage loan balance refinanced - (1,184,204)
Principal payments on mortgage notes payable (383,804) (347,155)
Exercise of stock option 32,400 -
__________ __________
Net cash used in financing activities (351,404) (278,799)
__________ __________
Net increase (decrease) in cash
and cash equivalents 679,071 (48,693)
Balance at beginning of period 3,037,234 1,550,459
__________ __________
Balance at end of period $3,716,305 $1,501,766
__________ __________
__________ __________
See accompanying notes.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CENTURY REALTY TRUST
June 30, 2005
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
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 six months and three months ended June 30, 2005 are not
necessarily indicative of the results that may be expected for
the year ended December 31, 2005.
The balance sheet at December 31, 2004, was 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, 2004.
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, 2004, the Trust owned, in the aggregate 242,381, or
84.6%, of the limited partnership interests.
During the six months ended June 30, 2005, the Trust issued
7,062 shares of beneficial interest in exchange for partnership
units. Including the exchanges exercised in 2005, the Trust, as
of June 30, 2005, owned 249,443, or 86.9%, of the 286,908
limited 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
Thirteen of the 17 properties owned by the Trust, excluding
the Fox Run apartments and the Fortune House restaurant
classified as held for sale, are encumbered by mortgage loans
that are payable in monthly installments totaling approximately
$218,300 including interest at rates ranging from 4.95% to 9%
per annum, and which mature from April 1, 2006, to July 31, 2037.
Scheduled payments during the six month and three month periods
ended June 30, 2005 decreased mortgage loan balances, in the
aggregate, by $319,364 and $162,533, respectively.
At June 30, 2005, and December 31, 2004, the Fox Run
apartments, which was held for sale, had an outstanding mortgage
loan balance of $4,509,360 and $4,573,800, respectively. The
mortgage note, which provided for monthly principal payments of
$10,740 plus interest at the rate of 4% per annum matured on
March 30, 2005. In connection with the proposed sale of Fox
Run, the mortgagee agreed to extend the maturity date of the
note until October 31, 2005. Monthly principal payments of
$10,740 will continue during the extension period. The Trust
agreed to pay an extension fee of $11,327, and adjusted the
interest rate on the unpaid balance to the lender's prime rate,
plus .5%. If, for some reason, the Fox Run apartments are not
sold prior to October 31, 2005, management believes that the
Trust has the ability to refinance the existing mortgage debt.
NOTE 4 - REAL ESTATE HELD FOR SALE AND DISCONTINUED OPERATIONS
In April 2004 the Trust sold the Park Plaza apartments, a
176-unit apartment community in Indianapolis, and in December
2004 entered into contracts with separate unrelated parties to
sell the Fox Run apartments, a 256-unit apartment community in
Indianapolis, and a restaurant property formerly operated as the
Forturne House at 9106 Wesleyan Road in Indianapolis. Both
sales were contingent on the buyers obtaining acceptable
financing and completing due diligence procedures typically
performed by purchasers of investment real estate. In the case
of Fox Run, the buyer is in the process of obtaining customary
governmental approval for bond financing. The buyer, who obtained
identical governmental approval and bond financing for an apartment
property contiguous to Fox Run in September 2004, believes that the
governmental approval and financing will be obtained.
The restaurant property was sold in July 2005, with
approximately $776,000 of sale proceeds placed in escrow for possible
investment in replacement property. The Trust realized a gain
of approximately $597,000 ($604,000 for tax purposes) from the
sale. If the Trust elects not to acquire replacement property,
the sale will be treated as a taxable transaction and the entire
realized gain will be recognized for tax purposes in 2005. It
has been the policy of the Trust to distribute gains on the sale
of investments to its shareholders when such gains are recognized
for income tax purposes.
If the pending sale of the Fox Run apartments is completed
in accordance with the contract terms, which management believes
has a high probability of occurring, the Trust will receive
gross proceeds of $6,975,000. The Trust will use a portion of
the proceeds to pay off the mortgage note payable on the Fox Run
property, which totaled $4,509,360 at June 30, 2005.
In accordance with provisions of FASB Statement No. 144,
Accounting for the Impairment or Disposal of Long Lived Assets,
the two properties with sales pending at June 30, 2005 are
classified in the balance sheets as Real Estate Held for Sale.
The results of operations with respect to those properties, and
the Park Plaza apartments sold in April 2004, have been
separately classified as discontinued operations for the periods
presented.
Following is a summary of the income (loss) from
discontinued operations for the three month and six month periods
ended June 30, 2005 and 2004:
Three Months Six Months
Ended June 30 Ended June 30
_________________________ _________________________
2005 2004 2005 2004
________ ________ ________ ________
Rental income $ 328,279 $ 373,689 $ 687,694 $ 869,229
Other income 8,609 19,041 18,772 41,564
Income from
financing leases - 2,416 - 4,831
__________ __________ __________ __________
336,888 395,146 706,746 915,624
Less:
Rental operating
expenses 198,088 274,870 405,486 603,305
Depreciation - 55,770 - 141,015
Real estate
taxes (24,153) 46,264 35,520 116,239
Interest 68,978 47,025 115,576 94,347
__________ __________ __________ __________
242,913 423,929 556,582 954,906
__________ __________ __________ __________
Income (loss) from
discontinued operations,
before gain on sale 93,975 (28,783) 150,164 (39,282)
Gain on sale of
apartment property - 2,689,599 - 2,689,599
__________ __________ __________ __________
Income from
discontinued operations $ 93,975 $2,660,816 $ 150,164 $2,650,317
NOTE 5 - STOCK OPTIONS
In May 2004, the Trust granted to a newly elected Trustee
the option to purchase 5,000 shares of beneficial interest
exercisable on or before May 4, 2007, at a price of $10.80 per
share, the fair market value at the date of the grant. Pursuant
to that option, the holder purchased 2,000 shares in December
2004 and 3,000 shares in January 2005.
In May 2005, the Trust granted to each of two newly
elected Trustees the option to purchase 5,000 shares of
beneficial interest exercisable on or before May 3, 2008, at a
price of $18.95 per share, the fair market value at the date of
grant. All of the options granted in 2005 were unexercised at
June 30, 2005.
NOTE 6 - NET INCOME (LOSS) PER SHARE
Earnings (loss) per share is computed in accordance with
Statement of Financial Accounting Standards No. 128. The
weighted average numbers of outstanding shares of beneficial
interest used to compute basic earnings (loss) per share for the
three months and six months ended June 30 were 1,799,464 and
1,798,725, respectively, for 2005, and 1,786,850 and 1,785,751,
respectively, for 2004. Adjusted for the dilutive effect, if
any, of stock options, the denominators used to compute diluted
earnings (loss) per share for the three months and six months
ended June 30 were 1,799,464 and 1,798,906, respectively, for
2005, and 1,787,082 and 1,785,868, respectively, for 2004.
NOTE 7 - 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. Realized gains on the sale of investments
are distributed to shareholders if and when recognized for
income tax purposes.
In December 2004 the Trust paid a special cash
distribution that management believed would approximate the
otherwise taxable income of the Trust for 2004. That amount was
subsequently determined to have been insufficient by
approximately $.10 per share. The Board of Trustees declared a
$0.22 per share dividend in July for payment in August 2005
that considers the 2004 deficiency of $0.10 per share. No cash
dividends were declared during the six months ended June 30, 2005
or 2004.
Assuming compliance with other requirements of the Internal
Revenue Code, income, including recognized capital gain, that is
distributed to shareholders will not be taxable to the Trust.
Accordingly, no provision for federal income taxes is made in the
consolidated financial statements.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
Contained in this discussion and elsewhere in this
quarterly report are forward-looking statements which management
believes 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. Several factors that might cause such a difference
are identified at the end of this discussion.
At June 30, 2005 and 2004, and throughout the quarters and
six month periods then ended, the Trust owned or controlled, as
continuing operations, thirteen apartment communities containing
1,704 apartment units, three multi-tenant commercial properties
containing 89,000 rentable square feet, and one restaurant
property leased to an operator under a month to month net lease.
A detailed listing of the investment properties is contained on
Page 2 of the Trust's 2004 annual report. Comparative
information related to income and expenses contained in this
discussion applies to continuing operations, unless otherwise
indicated.
Five apartment properties containing 586 units are owned by
five separate partnerships that are controlled by the Trust
through CR Management, Inc., a wholly-owned subsidiary. Holders
of operating partnership units have the option to exchange
them, one for one, for shares of beneficial interest in the
Trust at any time until November 2007. As of June 30, 2005
and 2004, holders of 86.9% and 84.2%, respectively of the
outstanding limited partnership units, had exercised their
exchange options (see Note 2 to the financial statements).
Management anticipates that the increase in outstanding shares
and corresponding decrease in the minority interest will not
have a material impact on operating results per share during
the next year.
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 apartment
portfolio will be unchanged during the third quarter of 2005.
Sale of the Fox Run apartments, currently classified as Held for
Sale, is not expected to occur until after the third quarter.
Apartment physical occupancy rates in recent months have
remained stable, and rental discounts offered to new tenants at
certain locations have gradually decreased. Consequently,
management anticipates a gradual increase in income from
apartment operations through the third quarter of 2005.
Property tax assessment appeals pending for four of the Trust's
properties, if settled favorably, could have a positive impact
on earnings during the balance of 2005.
Real Estate Held for Sale and Discontinued Operations
In April 2004, the Trust sold the 176-unit Park Plaza
apartments, and in December, contracted to sell the 256-unit Fox
Run apartments. In a separate sale contract, the Trust agreed
to sell to an unrelated buyer the restaurant property
previously operated as the Fortune House. The restaurant
property was sold in July 2005. Management expects to complete
the Fox Run apartments sale during the fourth quarter of 2005.
The buyer of Fox Run is in the process of obtaining customary
governmental approval for bond financing. The buyer, who obtained
identical governmental approval and bond financing for an apartment
property contiguous to Fox Run in September 2004, believes that the
governmental approval and financing will be obtained.
In accordance with the provisions of FASB Statement No.
144, the net investments in the Fox Run and Fortune House
properties are presented in the consolidated balance sheets as
real estate held for sale. The results of operations for the Park Plaza
apartments in 2004 and the two properties currently held for sale for the
quarters and six month periods ended June 30, 2005 and 2004, are summarized
and shown in the consolidated statements of operations as income or
loss from discontinued operations. The three sale transactions
are described in Note 4 to the consolidated financial statements.
CRITICAL ACCOUNTING POLICIES
Amortization of Management Contracts. In 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 elected to amortize, on a
straight line basis, its cost to acquire its position over the
ten-year period during which the holders of limited partnership
units could elect to, or not elect to, exchange those units for
shares of beneficial interest of the Trust; consequently,
depreciation expense each quarter includes $16,258 for
amortization of the acquisition costs.
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, as incurred, to
real estate operating expense. The costs to replace carpets
amounted to $62,154 and $76,609 in the quarters, and $123,366
and $135,768 in the six month periods ended June 30, 2005 and
2004, 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 expense
for replacements is not materially greater than would be the
charges for depreciation had the carpets been capitalized when
purchased.
Impairment of Long-Lived Assets. When an event or change
in circumstance indicates that future undiscounted cash flows
from operations and from the ultimate disposition of the
property would be insufficient to recover the carrying value of
a long-lived asset, the asset value is reduced to fair market
value, and an impairment loss is recognized.
RESULTS OF OPERATIONS
For the quarter and six months ended June 30, 2005, the
Trust reported increases of 3.3% and 3.1%, respectively, in
rental and other operating income from continuing real estate
operations from the comparable period of 2004. Rental income
from apartment operations for the quarter and six month periods
ended June 30, 2005 increased by 3.4% from the comparable
periods of the prior year, primarily as a result of higher
occupancy rates. Economic apartment occupancy for the second
quarter and first half of 2005 was 90.8% and 90.9%,
respectively, up from 89.9% and 88.1% during the comparable
periods of 2004. The increasing trend in occupancy rates that
commenced in the fourth quarter of 2003 is due primarily to
intensive marketing efforts and the use of rental incentives and
discounts. Rental incentives and discounts are being phased out
as occupancy increases.
Rental properties other than apartments accounted for 5.6%
and 5.4% of income from rental operations in the second quarter
and first half of 2005, respectively. Occupancy rates for
commercial properties, exclusive of net-leased restaurant
properties, during the second quarter and first half of 2005
averaged 86.7% and 83.5%, respectively, compared with 85.4% and
85.1% for the comparable periods of 2004.
Operating expenses of continuing operations, excluding
interest and depreciation, for all of the apartment properties
amounted to 53.3% and 53.1% of gross possible income for the
second quarter and first half of 2005, respectively, down from
55.9% and 55.2% for the comparable periods of 2004, and amounted
to decreases of $34,200 and $110,900, in total operating
expenses. Lower real estate taxes accounted for all of the quarter
to quarter decrease and 55% of the half year to half year
decrease in operating expenses.
Real estate taxes decreased due to the reduction in assessed
values at some locations. Management filed appeals for review
at most locations following the statewide reassessment of real
estate for taxes payable in 2003 and subsequent years. Appeals
are pending on four of the Trust's properties, and management
believes it is likely that some additional reductions will be
realized later in 2005.
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 each quarter should
represent one-fourth of the estimated real estate taxes payable
during the next calendar year. Estimates are based on actual
tax payments during the preceding year with allowances for
anticipated rate increases comparable with past experience.
Historically, real estate taxes on the Trust's properties have
increased about 4% each year.
Interest expense, nearly all of which is applicable to
thirteen mortgage loans outstanding during the quarters and six
month periods ended June 30, 2005 and 2004, decreased by
$30,100 and $68,800, respectively, primarily because three
loans were refinanced after the beginning of 2004 with new loans
bearing lower interest rates. The three loans that were
refinanced accounted for $25,800 and $57,500 of the reduction in
interest expense between the quarterly and six month periods.
The balance of the decrease is attributed to the other ten
mortgage loans and resulted from the reduction in mortgage loan
balances that resulted from scheduled monthly debt service.
Three loans contain provisions to reset rates, based on
lender-determined benchmarks, at intervals of two years or less.
Two of the loans, with unpaid balances that totaled $1.23
million at June 30, 2005, provide for interest rates to be reset
in February each year. The current interest rates applicable to
those loans is 6%, up from 4.25% that was in effect for one year
from February 1, 2004. The third adjustable rate loan, with a
current interest rate of 4.7%, had an unpaid balance at June 30,
2005 of $0.7 million. The next interest rate reset date for
that loan is October 1, 2005.
At June 30, 2005 and December 31, 2004, the Fox Run
apartments, one of the two properties classified as real estate
held for sale, had an outstanding mortgage loan balance of
$4,509,360 and $4,573,800, respectively. The mortgage note
payable, which provided for monthly principal payments of
$10,740 plus interest at the rate of 4% per annum matured on
March 30, 2005. In connection with the proposed sale of Fox
Run, the mortgagee agreed to extend the maturity date of the
note until the earlier of October 31, 2005, or the date the
property is sold. Monthly principal payments of $10,740
continue during the extension period. The Trust agreed to pay
an extension fee of $11,327, and adjusted the interest rate on
the unpaid balance to the lender's prime rate plus .5%,
currently 6.75%. Interest expense related to the mortgage loan,
along with other operating expenses related to Fox Run, is
charged against income from discontinued operations in the
Trust's consolidated statements of operations.
General and administrative expenses amounted to 7.8% and
7.2% of income from continuing real estate operations in the
second quarter and first half of 2005, respectively, compared
with 7.7% and 7.2% in the comparable periods of 2004. Officer
and employee compensation costs, including payroll taxes and
benefits that are included in administrative expenses, amounted
to $70,200 and $143,000 in the quarter and six month periods ended
June 30, 2005, respectively, compared with 70,300 and $142,100 for
the same periods of 2004.
The changes in income and expenses attributable to
discontinued operations are described in Note 4 to the
consolidated financial statements. During the three months and
six months ended June 30, 2005 and 2004, the Trust realized
results from the three properties so designated as follows:
Three Months Six Months
Ended June 30 Ended June 30
_____________________ ______________________
2005 2004 2005 2004
_________ __________ __________ __________
Park Plaza apartments $ - $2,686,611 $ - $2,675,974
Fox Run apartments 99,796 (32,937) 162,022 (39,940)
Fortune House
restaurant (5,821) 7,142 (11,858) 14,283
_________ __________ __________ __________
Total income (loss) $ 93,975 $2,660,816 $ 150,164 $2,650,317
During the three months and six months ended June 30, 2005,
Fox Run had economic occupancy of 75.3% and 79%, respectively,
and operating expenses of 51.9% and 54.5% of gross possible
income, compared with economic occupancy of 79.6% and 76.4% and
operating expenses of 63.3% and 57.8% for the comparable periods
in 2004. Fox Run incurred a substantial increase in real estate
taxes as a result of reassessment for taxes payable in 2003 and
2004. Following appeal, the assessed value was reduced, and
prior overpayments were refunded resulting in a $58,480 credit
against real estate tax expense in the second quarter of 2005.
Once a property is classified as held for sale, depreciation is
discontinued. Approximately $54,400 and $108,900 of
depreciation expense was incurred on the Fox Run apartments
during the three months and six months ended June 30, 2004,
respectively, while there was no depreciation expense during
2005.
A 25-year lease of the Fortune House restaurant property that
began in 1979 expired in November 2004. The lessee elected not to
renew the lease, and vacated the property. While the property was
held for sale, the Trust incurred expenses for utilities, grounds
maintenance and real estate taxes that were formerly absorbed by the
lessee. The Trust sold the property in July, 2005 and realized a gain
of approximately $597,000. The net proceeds from the sale,
approximately $776,000, was placed, tax deferred, in escrow for possible
investment in replacement property not yet identified. If the
Trust does not reinvest the sale proceeds, the gain will be
recognized for income tax purposes. It has been the policy of
the Trust to distribute gains on the sale of investments to its
shareholders when such gains are recognized for income tax
purposes.
LIQUIDITY AND SOURCES OF CAPITAL
At June 30, 2005, the Trust held cash and cash equivalents
of approximately $3,154,000 in its own accounts and $562,000 in
partnership accounts which management believes is sufficient to
meet anticipated working capital requirements and declared, but
unpaid, cash distributions to shareholders. In July, 2005 the
Trust declared a cash distribution of $.22 per share payable
August 22, 2005 to shareholders of record July 29, 2005. That
distribution will require the expenditure of $396,325. The Trust
intends to invest approximately $230,000 to replace all windows,
and make other improvements to the West Wind Terrace apartments.
The Trust has also commenced a program to upgrade its office
building at 1810 East 62nd Street in Indianapolis. This program
includes reroofing, new gutters, new windows, and other improvements
that will cost approximately $60,000.
Other than cash required for property improvements and
replacements in excess of funds generated by operations, and the
possible need to refinance the Fox Run mortgage loan if the
buyer of that property is unable to complete the purchase by
October 31, 2005, management is not aware of any significant
transactions or events which will require material expenditures
during the remainder of 2005. If Fox Run is not sold, management
believes that the Trust has the ability to refinance the existing
mortgage debt. Management believes that an arrangement that provides
that the Trust reduce the principal balance to be refinanced to
$4,000,000, a decrease of approximately 10%, would not be unreasonable.
In addition, management is considering recommendations by the property
managers to undertake significant exterior painting and paving projects.
While the recommended projects are considered by management to be
warranted, certain of them may be deferred without negative impact on
the physical integrity or productivity of the assets.
From time to time the Trust will consider selling certain
properties due to operating performance, strategic or other
reasons. In addition, the Trust periodically receives
unsolicited offers for certain properties. In all situations,
the Trust evaluates offers and will only sell a property if the
Trust believes an appropriate sales price, based on an
assessment of market value, has been obtained. If the Trust
agrees to sell a property, and management believes that the sale
has a high probability of being consummated within twelve
months, the property will be classified as held for sale and its
operations from the time of that determination will be accounted
for and reported as discontinued operations.
INFLATION
Management believes that the direct effects of inflation on
the Trust's quarterly operations have been insignificant during
the six months ended June 30, 2005 and 2004.
BUSINESS RISK FACTORS AND PROSPECTS
Among the factors, some of which are beyond the control of
management, that could affect the Trust's business and results
of its operations in the future are the following:
* failure to generate sufficient marginal revenue to offset
the marginal costs to comply with internal control documentation
and related auditing requirements of the Sarbanes-Oxley Act of 2002.
* failure by the Trust and its principal management agent to
attract and retain qualified management personnel in key
positions.
* long-term unfavorable apartment market and economic
conditions that adversely effect occupancy and rental
rates.
* difficulty selling properties that no longer meet the
Trust's investment criteria.
* unforeseen impediments in closing sales of properties that
are under contract to be sold.
* competitive factors that may inhibit the Trust's ability to
lease apartments or to maintain or increase rental rates.
* inability to generate sufficient revenue to service debt.
* inability to refinance debt when it matures.
* adverse changes in interest rates and real estate taxes
that could have a negative impact on the market price of
the Trust's shares.
* failure to qualify for REIT status that could result in the
imposition of income taxes.
PART II
Item 5(a). No events occurred during the three months ended June 30, 2005,
which would have necessitated the filing of a report on Form 8K.
Item 6(b). Exhibits:
Rule 13a-14(a)/15d-14(a) Certifications:
31.1 - Certification by Principal Executive Officer
31.2 - Certification by Principal financial and accounting
officer
Sec. 906, Sarbanes-Oxley Act, Certifications:
32.1 - Certification by Chief Executive Officer
32.2 - Certification by Chief financial and accounting
officer
CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures. The
Chief Executive Officer serves as the principal operating
officer and in such capacity supervises, directly or indirectly,
the daily operation of the Trust and its investment properties.
The Controller serves as the chief financial officer and
principal accounting officer and in such capacity supervises,
directly or indirectly, the accounting and financial operations
of the Trust and its subsidiaries. The centralized and compact
management structure of the registrant provided, as of June 30,
2005, adequate and effective disclosure control.
Changes in internal controls. During the quarter ended
June 30, 2005, there was no change in the Trust's internal
controls over financial reporting that has materially affected,
or is reasonably likely to materially affect, the Trust's
internal control over financial reporting.
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 and subsidiaries at June 30, 2005, and
December 31, 2004, and the results of their operations and their
cash flow for the three months and six months ended June 30,
2005, and June 30, 2004, 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 2004 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: August 12, 2005 By/S/John I. Bradshaw, Jr.
President and Treasurer
Date: August 12, 2005 By/S/David F. White
Controller