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 March 31, 2006 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 by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer.
Large accelerated filer___ Accelerated filer___
Non-accelerated filer_X_
Indicate by check mark whether the registrant is a shell company
(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 1,806,324
Part 1. Financial Information
Century Realty Trust and Subsidiaries
Consolidated Balance Sheets
March December
31, 2006 31, 2005
___________ ___________
Unaudited See Note 1
Assets
Real estate investments:
Land $3,026,550 $3,026,550
Buildings 44,869,339 44,811,666
Equipment 792,191 772,275
Allowances for depreciation (16,225,083) (15,885,283)
___________ ___________
32,462,997 32,725,208
Real estate held for sale, net of
allowances for depreciation of $41,280 126,225 126,225
Cash and cash equivalents 3,165,951 2,790,787
Restricted cash 1,733,997 1,580,045
Funds held in escrow for possible
completion of 1031 exchange - 3,234,065
Accounts and accrued income receivable 365,730 525,365
Unamortized management contracts 108,392 124,651
Unamortized mortgage costs 230,687 239,644
Undeveloped land 99,675 99,675
Other assets 131,005 173,882
Real estate held for sale, other assets 3,000 -
___________ ___________
Total Assets $38,427,659 $41,619,547
___________ ___________
___________ ___________
Liabilities and shareholders' equity
Liabilities:
Mortgage notes payable $24,323,306 7,805,711
Accounts payable and accrued liabilities 451,506 639,845
Accrued Interest 137,540 161,574
Accrued property taxes 1,567,253 1,254,768
Tenants' security deposits and unearned income 518,829 516,695
Real estate held for sale, other liabilities 6,775 14,540
___________ ___________
Total Liabilities 27,005,209 30,393,133
Minority interest in operating partnerships 284,101 264,112
Shareholders' equity:
Shares of Beneficial Interest, no par
value - authorized 5,000,000 shares,
issued 1,806,835 shares (1,806,349 shares
at December 31, 2005), including 3,507
shares in treasury 9,644,314 9,648,572
Overdistributed income other
than from gain on the sale of real estate (1,775,166) (1,955,471)
Undistributed net realized gain from the
sale of real estate 3,305,426 3,305,426
Cost of treasury shares (36,225) (36,225)
___________ ___________
Total Shareholders' Equity 11,138,349 10,962,302
___________ ___________
Total Liabilities and Shareholders' Equity $38,427,659 $41,619,547
___________ ___________
___________ ___________
See accompanying notes.
Century Realty Trust and Subsidiaries
Consolidated Statements of Operations
Unaudited
Three Months
Ended March 31
2006 2005
__________ __________
Income:
Real estate operations:
Rental income $2,660,784 $2,601,492
Other income 64,932 50,653
__________ __________
2,725,716 2,652,145
Less:
Real estate operating expenses 1,185,468 1,201,682
Depreciation 356,870 353,999
Real estate taxes 223,599 314,298
__________ __________
1,765,937 1,869,979
__________ __________
959,779 782,166
Interest income 38,333 10,570
__________ __________
998,112 792,736
Expenses:
Interest 502,576 505,778
General and administrative 316,547 177,169
__________ __________
819,123 682,947
__________ __________
Income before minority interest
and discontinued operations 178,989 109,789
Minority interest in operating
partnerships (15,733) (579)
__________ __________
Income before discontinued operations 163,256 109,210
Income from discontinued operations 17,049 67,264
__________ __________
Net income $180,305 176,474
__________ __________
__________ __________
Earnings per share -
basic and diluted:
Income before
discontinued operations $0.09 $0.06
Income from
discontinued operations $0.01 $0.04
__________ __________
Net income $0.10 $0.10
__________ __________
__________ __________
See accompanying notes.
Century Realty Trust and Subsidiaries
Consolidated Statements of Cash Flows
Unaudited
Three Months
Ended March 31
2006 2005
__________ __________
Operating Activities:
Net income $180,305 $176,474
Adjustments to reconcile net
income to cash provided by
operating activities:
Depreciation and amortization 365,826 365,506
Minority interest 15,733 579
Changes in operating assets
and liabilities:
Restricted cash (153,952) (241,646)
Accounts and accrued income receivable 156,635 52,364
Other assets 42,065 35,862
Accounts payable and accrued liabilities 100,713 122,169
Tenants' security deposits and
unearned rent (6,232) 31,428
__________ __________
Net cash provided by operating activities 701,093 542,736
Investing Activities:
Purchase of property and improvements (77,589) (53,881)
Funds withdrawn from escrow for
possible 1031 exchange 3,234,065 -
Net cash provided by (used in) __________ __________
investing activities 3,156,476 (53,881)
Financing Activities:
Mortgage loan balance paid at maturity (3,314,140) -
Principal payments on mortgage notes payable (168,265) (189,051)
Exercise of stock option - 32,400
__________ __________
Net cash used in financing activities (3,482,405) (156,651)
__________ __________
Net increase in cash and cash equivalents 375,164 332,204
Balance at beginning of period 2,790,787 3,037,234
__________ __________
Balance at end of period $3,165,951 $3,369,438
__________ __________
__________ __________
See accompanying notes.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CENTURY REALTY TRUST
March 31, 2006
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 three months ended March 31, 2006 are not necessarily
indicative of the results that may be expected for the year
ended December 31, 2006.
The balance sheet at December 31, 2005, 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, 2005.
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, 2005, the Trust owned,
in the aggregate 252,821, or 88.1%, of the limited partnership
interests.
During the three months ended March 31, 2006, the Trust issued
486 shares of beneficial interest in exchange for partnership
units. Including the exchanges exercised in 2006, the Trust, as
of March 31, 2006, owned 253,307, or 88.3%, 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
Twelve of the 17 properties owned by the Trust are
encumbered by mortgage loans that are payable in monthly
installments totaling approximately $190,400 including interest
at rates ranging from 4.95% to 8.5% per annum, and which mature
from May 15, 2006, to July 31, 2037. Scheduled payments during
the three month period ended March 31, 2006, decreased mortgage
loan balances, in the aggregate, by $168,265.
On March 31, 2006, the Trust paid $3,314,140 to repay, in full,
the mortgage loan balance on the Charter Oaks apartments that
was scheduled to mature on April 1, 2006. Substantially all of
the cash used to retire the Charter Oaks mortgage was derived
from the sale of the Fox Run apartments in 2005. The Fox Run
sale proceeds had been held in escrow by a qualified
intermediary for the possible acquisition of replacement
property to complete a 1031 exchange. The Trust abandoned its
efforts to acquire replacement property when it entered into a
definitive asset purchase agreement on March 13, 2006, to sell
substantially all of its assets (see Note 8).
NOTE 4 - REAL ESTATE HELD FOR SALE AND DISCONTINUED OPERATIONS
In December 2004 the Trust 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. The Fortune House restaurant
property was sold in July 2005 and the Fox Run apartments were
sold in December, 2005. In 2005, the Trust agreed to sell its
Florida restaurant property to the lessee/operator for $800,000,
however, the prospective purchaser did not complete the purchase
within the allotted time frame. In February 2006, the Trust was
notified by the State of Florida that the state intended to
acquire the property under an eminent domain action. Following
that notification, the lessee/operator renewed his efforts to
acquire the property under the 2005 agreement, and completed the
purchase on May 1, 2006.
In accordance with provisions of FASB Statement No. 144,
Accounting for the Impairment or Disposal of Long Lived Assets,
the Florida restaurant property with its sale pending, is
classified in the balance sheets as Real Estate Held for Sale.
The results of operations with respect to that property and the
two properties that were sold in 2005 have been separately
classified for the periods presented as discontinued operations.
Following is a summary of the income from discontinued
operations for the three month periods ended March 31, 2006 and
2005:
2006 2005
____ ____
Rental income $17,049 $372,244
Other income - 10,163
________ ________
17,049 382,407
Rental operating expenses - 207,398
Depreciation - 1,474
Real estate taxes - 59,673
Interest - 46,598
________ ________
- 315,143
________ ________
Income from
discontinued operations $ 17,049 $ 67,264
NOTE 5 - STOCK OPTIONS
In May 2005, the Board of Trustees granted each of two
newly elected Trustees options to purchase 5,000 shares of
beneficial interest exercisable on or before May 3, 2008, at
$18.95 per share, the fair market value at the date of grant. As
of March 31, 2006, none of the options had been exercised. The
Trust adopted SFAS No. 123(R), Accounting for Stock-Based
Compensation, effective January 1, 2006 using the modified
prospective method. The adoption of SFAS No. 123(R) had no
impact on the results of operations as all options outstanding
at December 31, 2005, were 100% vested.
NOTE 6 - EARNINGS PER SHARE
A reconciliation of the numerator and denominator of the
earnings per share computation for the three months ended March
31, 2006 and 2005 is as follows:
2006 2005
____ ____
Numerator (net income):
Numerator for basic and diluted
earnings per share $180,305 $176,474
_________ _________
_________ _________
Denominator:
Denominator for basic earnings
per share - weighted average
shares 1,803,328 1,797,979
Effect of dilutive securities:
Stock options 161 361
_________ _________
Denominator for diluted earnings
per share - adjusted weighted average
shares and assumed conversions 1,803,489 1,798,340
_________ _________
_________ _________
Basic earnings per share $0.10 $0.10
_________ _________
_________ _________
Diluted earnings per share $0.10 $0.10
_________ _________
_________ _________
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. However, see Note 8. Realized gains on the
sale of investments are distributed to shareholders if and when
recognized for income tax purposes.
The Trust initially intended to use the proceeds from the sale
of the Fox Run apartments in December 2005 to acquire
replacement property in accordance with provisions of Internal
Revenue Code Section 1031. Consistent with that intent, sale
proceeds of approximately $3,234,000, including approximately
$1,549,000 of deferred gain for tax purposes, were held in
escrow by a qualifed intermediary. That intent was abandoned
when the Trust, in March 2006, entered into a definitive asset
purchase agreement with Buckingham Properties, Inc. under which
Buckingham agreed to purchase substantially all of the Trust's
assets. The Trust withdrew the sale proceeds from escrow and
thereby recognized, for tax purposes, the gain realized on the
sale of Fox Run. The Board of Trustees intends to distribute
that recognized gain in 2006.
Assuming compliance with other requirements of the 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 - PROPOSED SALE OF ALL APARTMENTS AND COMMERCIAL REAL ESTATE
On March 17, 2006, the Trust and its subsidiaries entered
into a definitive asset purchase agreement to sell substantially
all of its assets to Buckingham Properties, Inc. The purchase
price will be $60 million, consisting of approximately $48.45
million of cash and assumed debt of approximately $11.55
million. The Trust will use a portion of the cash proceeds to
retire the remaining mortgage debt, estimated to be
approximately $12.1 million if the close of the transaction
occurs in late June 2006. An affiliate of Buckingham
Properties, Inc., has, since 2003, managed all of the Trust's
apartment properties.
The sale is conditioned upon satisfactory completion of due
diligence, finalization of mutually acceptable definitive
documentation, financing, certain regulatory approvals, buyer
obtaining financing and approval by the holders of a majority of
the Trust's outstanding shares. Accordingly, there can be no
assurance the proposed sale will be completed, or completed on
the same terms and conditions as set forth in the asset purchase
agreement. Management expects that, if all of the conditions
mentioned above are met, the sale, could be completed in the
third calendar quarter of 2006.
Subject to shareholder approval of the sale, the Board of
Trustees intends to seek approval by holders of a majority of
the outstanding shares to, upon completion of the sale, proceed
to liquidate the Trust and distribute the proceeds to its
shareholders.
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 risk factors that might cause such a
difference are identified in Part II of this report.
At March 31, 2006 and 2005, and throughout the quarters then
ended, the Trust owned or controlled, as continuing operations,
thirteen apartment communities containing 1,704 apartment units
and three multi-tenant commercial properties containing 89,000
rentable square feet. A detailed listing of the investment
properties is contained in the Trust's 2005 annual report on
Form 10-K, Item 2. 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 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 March 31, 2006 and 2005, holders of
88.3% and 86.5%, respectively of the outstanding 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. Average apartment occupancy rates in recent
months has gradually increased, 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 second quarter of 2006. A property tax
assessment appeal pending for the Charter Oaks apartments, if settled
favorably, could have a positive impact on earnings during the balance
of 2006.
REAL ESTATE HELD FOR SALE AND DISCONTINUED OPERATIONS
In July 2005, the Trust sold a restaurant property in
Indianapolis, previously operated as the Fortune House, and in
December 2005, sold the 256-unit Fox Run apartments. In May,
2006 the Trust sold a Miami Subs restaurant property located
near Orlando, Florida.
In September 2005, the Trust entered into a definitive
agreement to sell its restaurant property located near Orlando,
Florida to the lessee/operator for $800,000 with closing to
occur before January 31, 2006. The prospective purchaser did
not complete the purchase within the allotted time frame. In
February 2006, the Trust was notified by the State of Florida
that the state intended to acquire the property under an eminent
domain action. Following that notification, the lessee/operator
renewed his efforts to purchase the property under the 2005
agreement. The Trust considered its position in the context of
its strategic plans and, in April, decided to sell the property
under the prior agreement. The sale was completed on May 1,
2006. In view of the sale, the property was designated as Held
for Sale on the March 31, 2006 and 2005 balance sheets, and its
operating results for the quarters then ended are reported as
Discontinued Operations.
In accordance with the provisions of FASB Statement No. 144,
the net investment in the Miami Subs property is presented in
the consolidated balance sheets at March 31, 2006, and December
31, 2005, as real estate held for sale. The results of
operations for the Fox Run apartments and the Fortune House
restaurant property in the first quarter of 2005 and the Miami
Subs restaurant property currently held for sale for the
quarters ended March 31, 2006 and 2005, are summarized and shown
in the consolidated statements of operations as income 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 $71,516, and $74,612 in the quarters ended March 31,
2006 and 2005, 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 in the quarters ended March 31, 2006 or
2005.
RESULTS OF OPERATIONS
For the quarter ended March 31, 2006, the Trust reported an
increase of 2.8% in rental and other operating income from
continuing real estate operations from the comparable period of
2005. Rental income from apartment operations increased by 2.1%
from the first quarter of the prior year as a result of higher
occupancy rates and 1.6% higher average rental rates. Economic
apartment occupancy for the first quarter of 2006 was 91.6%, up
from 91.1% during the prior year quarter. 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 5.9% of
income from rental operations in the first quarter of 2006.
Income from non-apartment properties increased $21,200, or
15.2%, due to higher occupancy rates and higher rental rates.
Operating expenses of continuing operations, excluding interest
and depreciation, for all of the apartment properties amounted
to 51.6% of gross possible income for the first quarter of 2006,
down from 52.9% for the prior year period, and amounted to a
decrease of $11,700, or .8%, in total operating expenses. Most
operating and maintenance expenses decreased led by hazard
insurance premiums, which decreased by $11,500. Property taxes
decreased by $90,700, including a refund of $82,600 for
overpayments in 2003, 2004 and 2005, and $8,600 due to
reductions 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. An appeal is pending on one of the
Trust's properties, the Charter Oaks apartments, and management
believes it is likely that some reduction will be realized later
in 2006, retroactive to taxes paid in 2003 and subsequent years.
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 ended
March 31, 2006 and 2005, decreased by $3,200 because of the
reduction in mortgage loan balances that resulted from scheduled
monthly debt service.
Three loans contain provisions to re-set rates, based on
lender-determined benchmarks, at intervals of two years or less.
Two of the loans, with unpaid balances that totaled $1.2
million at March 31, 2006, provide for interest rates to be
reset in February each year. The current interest rates
applicable to those loans is 7.75%, up from 6% that was in
effect for one year from February 1, 2005. The third adjustable
rate loan, with a current interest rate of 6.83%, had an unpaid
balance at March 31, 2006 of $613,900. The next interest rate
reset date for that loan is October 1, 2006.
General and administrative expenses amounted to 11.6% of income
from continuing real estate operations in the first quarter of
2006, compared with 6.7% in the comparable quarter of 2005.
Officer and employee compensation costs, including payroll taxes
and benefits that are included in administrative expenses,
amounted to $76,500 and $72,800 in the quarters ended March 31,
2006 and 2005, respectively. Most of the increase in general and
administrative expenses is attributable to fees paid to special
counsel retained by the Board of Trustees to assist in the
proposed sale of the Trust's assets and prepare for the
termination and liquidation of the Trust.
The changes in income and expenses attributable to discontinued
operations are described in Note 4 to the consolidated financial
statements. During the three months ended March 31, 2006 and
2005, the Trust realized operating results from the three
properties so designated as follows:
2006 2005
____ ____
Miami Subs restaurant (sold May, 2006) $17,049 $11,075
Fox Run apartments (sold December, 2005) - 62,226
Fortune House restaurant (sold July, 2005) - (6,037)
_______ _______
Total income $17,049 $67,264
Income for the Miami Subs restaurant represents the
continuation of net lease amounts of $5,683 per month for the
three months ended March 31, 2006. The lease agreement provides
that the lessee is responsible for all maintenance, insurance
and property tax expenses.
During the three months ended March 31, 2005, Fox Run had
economic occupancy of 82.7% and operating expenses of 58.3% of
gross possible income. Once a property is classified as held
for sale, depreciation is discontinued.
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. In
addition to the loss of revenue from the property, the Trust
incurred expenses for utilities, grounds maintenance and real
estate taxes that were formerly absorbed by the lessee.
LIQUIDITY AND SOURCES OF CAPITAL
At March 31, 2006, the Trust and its controlled
partnerships held cash and cash equivalents of approximately
$2,417,000 in its own accounts and $749,000 in partnership
accounts which management believes is sufficient to meet
anticipated working capital requirements.
In March 2006, the Trust and its subsidiaries entered into
an agreement to sell its real estate and associated personal
property, except for its restaurant property in Florida, to
Buckingham Properties, Inc. for $60 million consisting of
approximately $48.45 million of cash and assumed debt of
approximately $11.55 million. Buckingham Management, LLC, an
affiliate of the purchaser, has managed the Trust's residential
properties since 2003. The Trust will use a portion of the cash
proceeds to retire the remaining mortgage debt. Management
expects the sale, which is subject to approval by shareholders
holding a majority of the Trust's outstanding shares, to be
completed in late July or August 2006.
On March 17, 2006, the Trust entered into a definitive
Asset Purchase Agreement to sell substantially all of its assets
to Buckingham Properties, Inc. (See Note 8 to the financial
statements contained elsewhere in this report). Both the intent
to reinvest the Fox Run sale proceeds and the plan to re-finance
the mortgage loan on the Charter Oaks apartments were
incompatible with the proposed sale transaction. Management
altered its plans and used the Fox Run sale proceeds to pay off
the Charter Oaks mortgage loan at maturity. The decision not
to reinvest the Fox Run sale proceeds caused the recognition,
for tax purposes, of approximately $1.5 million of previously
deferred gain and will lead to its distribution to shareholders
on or before September 15, 2006. Management believes that the
Trust will have sufficient unrestricted cash to make that
distribution. If for some reason the assets of the Trust are
not sold pursuant to the agreement with Buckingham Properties,
Inc., the Trust intends to continue to operate as a real estate
investment trust while the Board of Trustees re-evaluates its
strategic options.
On May 15, 2006, a mortgage loan on one of the commercial
properties will mature with a balance due of approximately
$542,000. The Trust expects to repay that loan with
unrestricted cash. Management expects that cash flow through
April 2006, and the receipt of approximately $390,000 of unused
replacement reserve funds held by the Charter Oaks mortgage
holder, will provide sufficient cash to pay off the mortgage
balance that matures in May.
A mortgage loan on the Regency Royale apartments is
scheduled to mature on October 6, 2006, with a balance due at
maturity of approximately $1,583,000. If the asset sale to
Buckingham Properties, Inc., occurs, that loan will be paid off
with proceeds from the sale. If the asset sale does not occur,
the balance due at maturity will be refinanced.
Other than the above transactions and cash that may be
required for property improvements and replacements which
amounts are not expected to exceed funds generated by
operations, management is not aware of any significant
transactions or events which will require material expenditures
in 2006. The Trust has not made any commitments, which would
require expenditures in excess of funds expected to be provided
by operations during 2006.
IMPACT OF INFLATION
Inflation, except for increases in real estate taxes,
commencing with amounts payable in 2003, that resulted from the
Indiana state-wide reassessment of real estate, has not had a
significant impact on the Trust during the quarters ended March 31,
2006 and 2005.
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 March 31, 2006,
adequate and effective disclosure control.
Changes in internal controls. During the quarter ended March
31, 2006, there were no changes in the Trust's processes, systems
and personnel that have materially affected, or are reasonably
likely to materially affect, the Trust's internal control over
financial reporting.
PART II - OTHER INFORMATION
Item 1A. There were no notable changes in risk factors
during the three months ended March 31, 2006, except that a risk
factor previously identified as "Uncertainties Regarding Sale of
Florida Restaurant Property" is no longer applicable. The
Florida restaurant was sold May 1, 2006.
Item 6. 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
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 March 31, 2006, and
December 31, 2005, and the results of their operations and their
cash flow for the three months ended March 31, 2006, and March
31, 2005, 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 2005 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: May 12, 2006 By /S/John I. Bradshaw, Jr.
President and Treasurer
Date: May 12, 2006 By /S/David F. White
Controller