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 September 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 1,802,842 shares
Part 1. Financial Information
Century Realty Trust and Subsidiaries
Consolidated Balance Sheets
September December
30, 2005 31, 2004
___________ ___________
Unaudited See Note 1
Assets
Real estate investments:
Land $3,140,029 $3,140,029
Buildings 44,805,454 44,531,489
Equipment 833,693 769,765
Allowances for depreciation (15,916,083) (14,903,389)
___________ ___________
32,863,093 33,537,894
Real estate held for sale, net of
allowances for depreciation of $1,861,117 5,650,173 5,834,086
Cash and cash equivalents 3,429,102 3,037,234
Restricted cash 2,801,290 1,885,865
Accounts and accrued income receivable 291,823 426,478
Unamortized management contracts 140,909 189,686
Unamortized mortgage costs 250,221 275,478
Undeveloped land 99,675 99,675
Other assets 240,521 185,075
Real estate held for sale, other assets 495,416 398,114
___________ ___________
$46,262,223 $45,869,585
___________ ___________
___________ ___________
Liabilities and shareholders' equity
Liabilities:
Mortgage notes payable $32,447,713 $33,026,470
Accounts payable and accrued liabilities 546,356 580,338
Interest 166,768 150,236
Property taxes 1,705,269 1,386,978
Tenants' security deposits and unearned income 514,081 520,118
Real estate held for sale, liabilities 333,162 405,074
___________ ___________
35,713,349 36,069,214
Minority interest in operating partnerships 290,078 315,004
Shareholders' equity:
Shares of Beneficial Interest, no par
value - authorized 5,000,000 shares,
issued 1,804,983 shares (1,795,909 shares
at December 31, 2004), including 3,507
shares in treasury (6,507 shares in
treasury at December 31, 2004) 9,636,095 9,599,697
Overdistributed income other
than from gain on the sale of real estate (1,811,668) (2,176,023)
Undistributed net realized gain from the
sales of real estate 2,470,594 2,128,905
Cost of treasury shares (36,225) (67,212)
___________ ___________
10,258,796 9,485,367
___________ ___________
$46,262,223 $45,869,585
___________ ___________
___________ ___________
See accompanying notes.
Century Realty Trust and Subsidiaries
Consolidated Statements of Operations
Three Months Nine Months
Ended September 30 Ended September 30
_______________________ _______________________
2005 2004 2005 2004
__________ __________ __________ __________
Income:
Real estate operations:
Rental Income $2,600,126 $2,577,181 $7,834,215 $7,661,522
Other income 50,794 40,248 155,068 135,088
__________ __________ __________ __________
2,650,920 2,617,429 7,989,283 7,796,610
Less:
Operating expenses 1,262,588 1,268,606 3,673,239 3,725,457
Depreciation 355,473 356,405 1,066,419 1,069,467
Real estate taxes 290,575 279,086 869,575 954,182
__________ __________ __________ __________
1,908,636 1,904,097 5,609,233 5,749,106
__________ __________ __________ __________
742,284 713,332 2,380,050 2,047,504
Interest 29,567 13,951 56,253 18,528
__________ __________ __________ __________
771,851 727,283 2,436,303 2,066,032
Expenses:
Interest 507,327 531,626 1,519,593 1,612,728
Mortgage loan
extinguishment costs - - - 75,069
General and administrative 221,502 164,860 606,853 535,842
__________ __________ __________ __________
728,829 696,486 2,126,446 2,223,639
__________ __________ __________ __________
Income (loss) before
minority interest and
discontinued operations 43,022 30,797 309,857 (157,607)
Minority interest in
operating partnerships (736) 8,604 (10,015) 42,911
__________ __________ __________ __________
Income (loss) before
discontinued operations 42,286 39,401 299,842 (114,696)
Income (loss) from
discontinued operations,
including $601,689 and
$2,689,599 gain on sale of
investment property in
2005 and 2004, respectively 652,363 (23,351) 802,527 2,626,966
__________ __________ __________ __________
Net income $694,649 $16,050 $1,102,369 $2,512,270
__________ __________ __________ __________
__________ __________ __________ __________
Earnings per share -
basic and diluted:
Income (loss) before
discontinued operations $0.02 $0.02 $0.17 ($0.06)
Income (loss) from
discontinued operations $0.37 ($0.01) $0.44 $1.47
Net income $0.39 $0.01 $0.61 $1.41
See accompanying notes.
Century Realty Trust and Subsidiaries
Consolidated Statements of Cash Flows
Nine Months
Ended September 30
2005 2004
__________ __________
Operating Activities
Net income $1,102,369 $2,512,270
Adjustments to reconcile net
income to cash provided by
operating activities:
Depreciation and amortization 1,094,163 1,339,671
Gain on sale of investment property (601,689) (2,689,599)
Minority interest 10,015 (42,911)
Changes in operating assets
and liabilities:
Restricted cash (139,584) (555,348)
Accounts and accrued income receivable 134,655 43,714
Other assets (160,182) (57,094)
Accounts payable and accrued liabilities 239,790 326,839
Tenants' security deposits and
unearned income (6,038) 6,706
__________ __________
Net cash provided by operating activities 1,673,499 884,248
Investing Activities:
Proceeds from sale of investment property, net 774,785 2,972,726
Funds escrowed for completion of
tax deferred exchange (775,841) (2,972,726)
Purchase of property and improvements (337,893) (270,555)
Proceeds of eminent domain action - 16,860
Lease principal payments received - 42,326
__________ __________
Net cash used in investing activities (338,949) (211,369)
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 (578,757) (526,907)
Dividends paid to shareholders (396,325) -
Exercise of stock option 32,400 -
__________ __________
Net cash used in financing activities (942,682) (458,551)
__________ __________
Net increase in cash
and cash equivalents 391,868 214,328
Balance at beginning of period 3,037,234 1,550,459
__________ __________
Balance at end of period $3,429,102 $1,764,787
__________ __________
__________ __________
See accompanying notes.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CENTURY REALTY TRUST
September 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 nine months and three months ended September 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 nine months ended September 30, 2005, the Trust
issued 9,074 shares of beneficial interest in exchange for
partnership units. Including the exchanges exercised in 2005,
the Trust, as of September 30, 2005, owned 251,455, or 87.6%, 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 16 properties owned by the Trust, excluding
the Fox Run apartments 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 three month and nine month periods ended September 30, 2005,
decreased mortgage loan balances, in the aggregate, by $162,733
and $482,097, respectively.
At September 30, 2005, and December 31, 2004, the Fox Run
apartments, which was held for sale, had an outstanding mortgage
loan balance of $4,477,140 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 view of the proposed sale of Fox Run, the
mortgagee extended the maturity date of the note until the earlier
of the sale date or January 31, 2006. As consideration for the
extension the Trust, in July, paid a fee of $11,327, agreed to
an increase in the interest rate to the lender's prime rate plus
..5%, and further, agreed to pay $500,000 on October 1, 2005, to
reduce the principal balance of the loan. The Trust paid the
$500,000 on October 1, 2005, from unrestricted funds. In the
unlikely event that the proposed sale does not occur, 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
Fortune 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.
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 $601,000 ($608,000 for tax purposes)
from the sale. In October, the Trust elected not to acquire
replacement property; consequently, the sale will be treated as
a taxable transaction with the entire realized gain 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 $4,477,140 at September 30, 2005. The
prospective buyer obtained governmental approval in October 2005
for bond financing and believes that financing will be obtained.
The same individual obtained identical bond financing to acquire
an apartment property contiguous to Fox Run in September 2004.
In accordance with provisions of FASB Statement No. 144,
Accounting for the Impairment or Disposal of Long Lived Assets,
the Fox Run apartment property is classified in the balance
sheets as Real Estate Held for Sale. The results of operations
with respect to the Fox Run apartments, the restaurant property
sold in July 2005 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 nine month
periods ended September 30, 2005 and 2004:
Three Months Nine Months
Ended September 30 Ended September 30
________________________ ________________________
2005 2004 2005 2004
__________ __________ __________ __________
Rental income $ 314,448 $ 357,127 $1,002,422 $1,226,356
Other income 7,854 8,428 26,626 49,992
Income from
financing leases - 2,415 - 7,246
__________ __________ __________ __________
322,302 367,970 1,029,048 1,283,594
Less:
Rental operating
expenses 254,767 242,464 660,253 845,769
Depreciation - 54,435 - 195,450
Real estate taxes (67,565) 47,214 (32,045) 163,453
Interest 84,426 47,208 200,002 141,555
__________ __________ __________ __________
271,628 391,321 828,210 1,346,227
__________ __________ __________ __________
Income (loss) from
discontinued operations,
before gain on sale 50,674 (23,351) 200,838 (62,633)
Gain on sale of
apartment property 601,689 - 601,689 2,689,599
__________ __________ __________ __________
Income from discontinued
operations $ 652,363 $ (23,351) $ 802,527 $2,626,966
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
September 30, 2005.
The Trust will adopt SFAS No. 123(R), Share Based Payments,
effective January 1, 2006. The Trust accounted for the options
granted in May 2005 using the intrinsic value method. SFAS No.
123(R) eliminates the use of the intrinsic value method in
accounting for stock options, and requires companies to recognize
the cost of service received in exchange for stock options based
on the grant date fair value of those awards. If SFAS No. 123(R)
had been applied to the options granted in May 2005, the effect
would not have been material.
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 nine months ended September 30 were 1,801,476
and 1,799,652, respectively, for 2005, and 1,787,402 and
1,786,216, 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 nine months ended September 30 were 1,801,476 and 1,799,666,
respectively, for 2005, and 1,787,983 and 1,786,492,
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.
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.
NOTE 8 - FINANCIAL ADVISOR
In September 2005, the Trust engaged City Securities
Corporation ("City"), Indianapolis, Indiana, to act as the
Trust's financial advisor in reviewing and analyzing the
financial aspects of various strategic alternatives which may
become available to the Trust. If, during the course of the
engagement, the Trust pursues a strategic transaction, City will
manage the process pursuant to terms agreed upon by City and the
Trust. To assist in its efforts, City will use the services of
Holliday Fenoglio Fowler, LP ("Holliday"), and Greystone & Co.,
Inc. ("Greystone"). Neither the Trust, nor any of its affiliates,
have had any previous relationships with City, Holliday or Greystone.
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 business risk factors that might cause such
a difference are identified at the end of this discussion.
At September 30, 2005 and 2004, and throughout the quarters
and nine 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 September 30,
2005 and 2004, holders of 87.6% and 84.5%, 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, except for the expected sale of the Fox Run
apartments, will be unchanged during the fourth quarter of 2005.
Sale of the Fox Run apartments, currently classified as Held
for Sale, is expected to occur late in the fourth quarter or in
the first quarter of 2006. Apartment physical occupancy rates
remained stable during the third quarter, while rental discounts
offered to new tenants at certain locations have gradually
decreased. Management anticipates a normal seasonal decline of
approximately one percent in income from apartment operations in
the fourth quarter of 2005. Property tax assessment appeals are
pending for two of the Trust's properties. If settled favorably,
that would have an offsetting 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 Trust sold the restaurant property in July 2005 for
net proceeds of approximately $776,000 and realized a gain of
approximately $601,000.
Management expects to complete the Fox Run apartments sale,
either late in the fourth quarter of 2005 or in the first
quarter of 2006. The buyer of Fox Run obtained governmental
approval for bond financing in late October. The buyer, who
obtained identical bond financing for an apartment property
contiguous to Fox Run in September, 2004, believes that the
financing for Fox Run will soon be obtained.
In accordance with the provisions of FASB Statement No.
144, the net investment in the Fox Run apartments is presented
in the consolidated balance sheets as real estate held for sale.
The results of operations for the Park Plaza apartments prior
to its sale in 2004, the Fortune House restaurant property prior
to its sale in July, 2005 and the Fox Run apartments currently
held for sale for the quarters and nine month periods ended
September 30, 2005 and 2004, are summarized and shown in the
consolidated statements of operations as income or loss from
discontinued operations. The two completed sale transactions
and one pending sale transaction 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 $103,772 and $71,383 in the quarters, and $227,138
and $207,151 in the nine month periods ended September 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. No impairment losses
were recognized during the nine-month periods ended September 30,
2004 or 2005.
RESULTS OF OPERATIONS
For the quarter and nine months ended September 30, 2005,
the Trust reported increases of 1.3% and 2.5%, 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 nine month periods
ended September 30, 2005 increased by 2.2% and 3%, respectively,
from the comparable periods of the prior year, primarily as a
result of higher economic occupancy rates. Economic apartment
occupancy for the third quarter and first three quarters of 2005
was 90.4% and 90.8%, respectively, up from 89.1% and 88.4%
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 5.1%
and 5.6% of income from rental operations in the third quarter
and first three quarters of 2005, respectively. Occupancy rates
for commercial properties, exclusive of net-leased restaurant
properties, during the third quarter and first three quarters of
2005 averaged 74.7% and 76.5%, respectively, compared with 80.6%
and 85.1% for the comparable periods of 2004. The decline in
occupancy was due to the loss in 2004 of a single tenant who
occupied 3,600 square feet (20%) of one of the two office
properties. That space remained vacant during the first nine
months of 2005.
Operating expenses of continuing operations, including real
estate taxes, but excluding interest and depreciation, for all
of the apartment properties amounted to 54.7% and 53.6% of gross
possible income for the third quarter and first three quarters of
2005, respectively, compared with 54.7% and 55.0% for the comparable
periods of 2004. Apartment operating expenses for the third quarter
of 2005 increased by $9,700 from the third quarter of 2004. For
the first three quarters of 2005 operating expenses were
$101,100 less than the comparable period a year ago. More than
half of the decrease in operating expenses for the nine months
resulted from a reduction in maintenance and repairs. Lower
insurance premiums and real estate taxes accounted for most of
the remaining reduction in expenses.
Real estate taxes decreased by $31,000, or 3.4% 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 still pending on two 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
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 nine
month periods ended September 30, 2005 and 2004, decreased by
$24,300 and $93,100, 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 $27,700 and $85,200 of the reduction in
interest expense between the quarterly and nine 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 September 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 September 30, 2005, of $653,000. The interest rate
reset date for that loan is October 1, 2005, at which time the
interest rate will increase to 6.83%.
At September 30, 2005, and December 31, 2004, the Fox Run
apartments, classified as real estate held for sale, had an
outstanding mortgage loan balance of $4,477,140 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 view of the
proposed sale of Fox Run, the mortgagee extended the maturity
date of the note until the earlier of the sale date or January
31, 2006. As consideration for the extension the Trust, in
July, paid a fee of $11,327, agreed to an increase in the
interest rate to the lender's prime rate plus .5%, currently
7.25%. The Trust also agreed to pay $500,000 on October 1, 2005,
to reduce the principal balance of the loan. The Trust paid the
$500,000 on October 1, 2005, from unrestricted funds. 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 8.4% and
7.6% of income from continuing real estate operations in the
third quarter and first nine months of 2005, respectively,
compared with 6.3% and 6.9% in the comparable periods of 2004.
The increase in expenses in 2005 resulted primarily from higher
professional fees and a retainer fee paid to a financial advisor
that the Trust engaged to review and analyze strategic alternatives.
Officer and employee compensation costs, including payroll taxes
and benefits that are included in administrative expenses,
amounted to $71,800 and $214,800 in the quarter and nine month
periods ended September 30, 2005, respectively, compared with
$70,100 and $212,300 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
nine months ended September 30, 2005 and 2004, the Trust realized
results from the three properties so designated as follows:
Three Months Nine Months
Ended September 30 Ended September 30
________________________ ________________________
2005 2004 2005 2004
____ ____ ____ ____
Park Plaza apartments $ 21,549 $ 1,008 $ 21,549 $2,676,982
Fox Run apartments 28,483 (31,501) 190,505 (71,440)
Fortune House restaurant 602,331 7,142 590,473 21,424
________ ________ ________ __________
Total income (loss) $652,363 $(23,351) $802,527 $2,626,966
During the three months and nine months ended September 30,
2005, Fox Run had economic occupancy of 72.0% and 76.7%,
respectively, and operating expenses of 61.2% and 56.7% of gross
possible income, compared with economic occupancy of 82.6% and
78.4% and operating expenses of 66.2% and 60.6% 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. Based on taxes billed and paid
in 2004, $229,000 was accrued in 2004 for anticipated real
estate taxes payable in 2005. Following appeal, the assessed
value was reduced for taxes payble in 2005 to $135,500,
approximately $93,500 less than previously anticipated. In
addition to the expense reduction in 2005 for the $93,500
over-estimate in 2004, the reduced assessed value applied to
taxes paid in 2003 and 2004. Refunds totaling $93,600 were
received in 2005, for a total expense reduction in 2005 of
$187,100 which more than offsets the current estimate of
$142,000 for real estate taxes payable in 2006. Once a property
is classified as held for sale, depreciation is discontinued.
Approximately $54,400 and $163,300 of depreciation expense was
incurred on the Fox Run apartments during the three months and
nine months ended September 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 $601,000. The net proceeds
from the sale, approximately $776,000, was placed, tax deferred,
in escrow for possible investment in replacement property not yet
identified. In October 2005, the Trust decided not to acquire
replacement property and withdrew the sale proceeds from escrow.
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 September 30, 2005, the Trust held cash and cash equivalents
of approximately $2,837,000 in its own accounts and $592,000 in
partnership accounts which management believes is sufficient to meet
anticipated working capital requirements and declared, but unpaid,
cash distributions to shareholders.
On October 1, 2005, the Trust paid $500,000 from its
unrestricted funds to reduce the mortgage loan balance on the
Fox Run apartments. In consideration for that payment, together
with progress toward completing the sale of Fox Run, the mortgage
holder extended the due date of the loan to January 31, 2006. If
Fox Run is not sold by January 31, 2006, management believes the
Trust has the ability to refinance the existing mortgage debt.
On October 27, 2005, the board of trustees declared a $.58
per share cash distribution payable December 12, 2005, to
shareholders of record November 18, 2005. Approximately $.33
per share of the total distribution represents the recognized
gain from the sale of the restaurant property in July 2005.
That cash distribution will require the expenditure of
approximately $1,046,000.
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. That program includes reroofing, new gutters, new
windows, and other improvements that will cost approximately
$60,000.
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. Other than cash required for
property improvements and replacements in excess of funds
generated by operations, management is not aware of any
significant transactions or events, other than those identified
above, which will require material expenditures during the
remainder of 2005.
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.
In September 2005, the Trust engaged City Securities
Corporation ("City"), Indianapolis, Indiana, to act as the
Trust's financial advisor in reviewing and analyzing the
financial aspects of various strategic alternatives which may
become available to the Trust. If, during the course of the
engagement, the Trust pursues a strategic transaction, City will
manage the process pursuant to terms agreed upon by City and the
Trust. To assist in its efforts, City will use the services of
Holliday Fenoglio Fowler, LP ("Holliday"), and Greystone & Co.,
Inc. ("Greystone"). Neither the Trust, nor any of its affiliates,
have had any previous relationships with City, Holliday or Greystone.
INFLATION
Management believes that the direct effects of inflation on
the Trust's quarterly operations have been insignificant during
the nine months ended September 30, 2005 and 2004.
BUSINESS RISK FACTORS
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 the sale of property
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
September 30, 2005, which would have necessitated the filing of a
report on Form 8K. The Trust reported on a Form 8-K under Item
8.01 that on September 20, 2005, it engaged a financial advisor.
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 September 30, 2005,
adequate and effective disclosure control.
Changes in internal controls.
During the quarter ended September 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 September 30, 2005, and
December 31, 2004, and the results of their operations and their
cash flow for the three months and nine months ended September
30, 2005, and September 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: November 14, 2005 /S/ John I. Bradshaw, Jr.
President and Treasurer
Date: November 14, 2005 /S/ David F. White
Controller