SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20259
FORM 10-K/A
AMENDMENT NO. 2
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 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
Indianapolis, Indiana 46204
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (317)632-5467
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Shares of Beneficial Interest
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes No X
--- ---
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes No
--- ---
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports). and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
---
Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Act). Yes No X
--- ---
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, ar a non-accelerated
filer. See definition of "accelerated filer and large
accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
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
--- ---
State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to
the price at which the common equity was last sold, or the
average bid and asked price of such common equity, as of the
last business day of the registrant's most recently completed
second fiscal quarter. $23,409,638.
-----------
Shares of Beneficial Interest, no par value--1,803,328 shares
outstanding as of March 13, 2006.
PART I
ITEM 1. BUSINESS
The principal business of Century Realty Trust, an Indiana
business trust, is the ownership of income-producing real
properties, which consist of thirteen apartment complexes, one
restaurant property, three commercial properties, and various
parcels of undeveloped land which are situated adjacent to
rental properties owned by the Trust. The Trust's investment
options, in addition to direct equity ownership, include the
exclusive control of real estate through the use of operating
partnerships. Five of the Trust's thirteen apartment properties
are owned by operating partnerships. The Trust's rental income
is derived from short-term leases of units in its various
buildings. The residential properties and two of the three
commercial properties are managed under agreements with
independent property management firms. The Trust and its
operating partnerships reimburse the management firms for
compensation of approximately 52 persons employed at the
apartment properties.
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 June or July 2006.
The Trust has elected to be treated as a real estate investment
trust under the Internal Revenue Code and to distribute
substantially all of its real estate investment trust taxable
income. A real estate investment trust is an investment vehicle
which permits individuals, by purchasing shares, to invest in
real estate equities and/or mortgage loans, and share in the
profits therefrom without having profits subjected to federal
income taxes at the trust level.
ITEM 1A. RISK FACTORS
The folowing factors, among others, could cause actual results to
differ materially from those contained in forward-looking statements
made in this Annual Report on Form 10-K and presented elsewhere by
our management from time to time. These factors, among others, may
have a material adverse effect on our business, financial condition,
operating results and cash flows, and you should carefully consider
them. It is not possible to predict or identify all such factors.
You should not consider this list to be a complete statement of
all potential risks or uncertainties. The principal risks for the
Trust and its shareholders at this time relate to the asset purchase
agreement signed March 17, 2006, pursuant to which the Trust agreed
to sell substantially all of its assets to Buckingham Properties,
Inc., for $60 million.
RISKS RELATED TO THE PENDING SALE OF ASSETS
Failure to complete the pending sale of assets could adversely
affect share values.
The pending sale of assets to Buckingham Properties, Inc., offers
the Trust's shareholders an opportunity to realize, in the aggregate,
the approximate fair market value of those assets. As operating
assets of the Trust, their productivity is burdened by general and
administrative expenses. Due, in part, to the relatively small
portfolio of investment properties, the Trust's shares have
historically sold on the market at a discount to net asset value.
The potential costs to comply with provisions of the Sarbanes-Oxley
Act of 2002 were perceived to further burden market value. Following
a shareholder proposal in 2003 recommending liquidation of the Trust
that received strong support, the Board of Trustees investigated
strategic alternatives and concluded that the sale of the Trust's
assets to Buckingham Properties, Inc., represented the best alternative
available for the shareholders to realize full net asset value.
Factors that could result in failure to complete the sale of assets
include:
1) The buyer may, at its option, withdraw from the agreement
without penalty during the due diligence period;
2) The buyer may, following due diligence procedures, demand
changes in contract terms, which the Trust may deem
unacceptable;
3) The buyer may not be approved to assume certain mortgage
loans which are not currently eligible to be repaid or
refinanced;
4) The sale would not occur unless approved by holders of a
majority of the Trust's outstanding shares of beneficial
interest;
5) The buyer may fail to secure equity and/or debt financing
to complete the purchase.
Failure to complete the pending sale could necessitate a change in
independent property management agents.
Buckingham Properties, Inc., is affiliated with Buckingham Management,
LLC. Buckingham Management, LLC, has, since 2003, managed all of the
Trust's apartment properties. The Trust reimburses Buckingham Management
for the cost of providing leasing and maintenance employees at the
apartment locations. If the proposed sale fails to occur, it may not
be possible to continue the present management arrangements. A new
management firm and new on-site employees could result in lower occupancy
and temporarily, at least, higher operating expenses.
Uncertainties regarding sale of Florida restaurant property.
The only real estate owned by the Trust that is not included in the
Asset Purchase Agreement with Buckingham Properties, Inc., is a property
near Orlando, Florida, that is currently leased through July 31, 2006,
to the operator of a Miami Subs restaurant. The Trust was notified in
February 2006 that the State of Florida intends, pursuant to its eminent
domain authority, to purchase the property. The State intends to use the
Trust's property, along with several other nearby properties, to build a
cloverleaf intersection. The State has not yet provided any information
as to the amount it will pay or when it will take possession.
The lessee agreed in 2005 to purchase the property from the Trust, but
did not complete the purchase. The Trust considers the purchase agreement
as no longer valid. A dispute is pending with the lessee over the status
of this agreement and the proper disposition of the earnest money he paid.
The dispute could lead to litigation.
Departure of headquarters employees could leave the Trust severely
short-handed.
The Trust operates with a five person headquarters staff that, in the
aggregate, has more than 130 years of service with the Trust. The employees
expect that the pending sale of assets by the Trust will be followed by its
liquidation. In the absence of any incentives to prevent early departures,
staff losses are expected. With personnel needs unpredictable at this time,
management expects that it will increasingly rely on temporary help to provide
necessary office services. Inefficiencies are expected from the replacement
of experienced employees with temporary help.
GENERAL RISKS RELATED TO INVESTMENTS IN REAL ESTATE
Economic and regulatory changes that impact the real estate market generally
may cause our operating results to suffer and decrease the value of our real
estate properties.
Our operating results will be subject to risks generally incident to the
ownership of real estate, including:
1) Changes in general or local economic conditions;
2) Changes in supply of or demand for similar or competing
properties in an area;
3) Changes in interest rates and availability of permanent
mortgage funds, which may render the sale of a property
difficult or unattractive;
4) Changes in tax, real estate, environmental and zoning laws; and
5) Periods of high interest rates and tight money supply.
These and other reasons may prevent us from being profitable or from
realizing growth or maintaining the value of our real estate properties.
Properties that have significant vacancies could be difficult to sell, which
could diminish our return on those properties.
A property may incur vacancies either by the continued default of tenants
under their leases or the expiration of tenant leases. If vacancies continue
for a long period of time, we may suffer reduced revenues resulting in less
cash available to distribute to shareholders. In addition, because
properties' market values depend principally upon the value of the
properties' leases, the resale value of properties with high or prolonged
vacancies could suffer, which could further reduce the return to our
shareholders.
We depend on tenants for our revenue. Accordingly, lease defaults or
terminations could reduce our net income and limit our ability to make
distributions to our shareholders.
The success of our non-apartment investments materially depends on the
financial stability of our tenants. A default or termination by a significant
tenant on its lease payments to us would cause us to lose the revenue
associated with such lease and require us to find an alternative source of
revenue to meet mortgage payments and prevent a foreclosure if the property
is subject to a mortgage. In the event of a tenant default or bankruptcy, we
may experience delays in enforcing our rights as landlord and may incur
substantial costs in protecting our investment and re-letting our property.
If a tenant defaults on or terminates a significant lease, we may be unable
to lease the property for the rent previously received or sell the property
without incurring a loss. These events could cause us to reduce the amount of
distributions to shareholders.
Uninsured losses relating to real property or excessively expensive premiums
for insurance coverage could reduce our net income.
There are types of losses, generally catastrophic in nature, such as losses
due to wars, acts of terrorism, earthquakes, floods, hurricanes, pollution,
or environmental matters, that are uninsurable or not economically
insurable, or may be insured subject to limitations, such as large
deductibles or co-payments. Insurance risks associated with potential
terrorist acts could sharply increase the premiums we pay for coverage
against property and casualty claims. Additionally, mortgage lenders in some
cases have begun to insist that commercial property owners purchase coverage
against terrorism as a condition of providing mortgage loans. Such insurance
policies may not be available at a reasonable cost, if at all, which could
inhibit our ability to finance or refinance our properties. In such
instances, we may be required to provide other financial support, either
through financial assurances or self-insurance, to cover potential losses.
We may not have adequate coverage for such losses. If any of our properties
incur a casualty loss that is not fully insured, the value of that asset
will be reduced by such uninsured loss. In addition, other than any working
capital reserve or other reserves that we may establish, we do not have sources
specifically designated for funding repairs or reconstruction of any uninsured
damaged property. Also, to the extent we must pay unexpectedly large amounts
for insurance, we could suffer reduced earnings that would result in lower
distributions to shareholders.
Costs of complying with governmental laws and regulations may reduce our net
income and the cash available for distributions to our shareholders.
All real property and the operations conducted on real property are subject
to federal, state, and local laws and regulations relating to environmental
protection and human health and safety. Some of these laws and regulations
may impose joint and several liability on tenants, owners, or operators for
the costs to investigate or remediate contaminated properties, regardless of
fault or whether the acts causing the contamination were legal. In addition,
the presence of hazardous substances, or the failure to properly remediate
these substances, may hinder our ability to sell, rent, or pledge such
property as collateral for future borrowings.
Compliance with new laws or regulations or stricter interpretation of
existing laws may require us to incur material expenditures. Future laws,
ordinances, or regulations may impose material environmental liability.
Additionally, our tenants' operations, the existing condition of land when
we buy it, operations in the vicinity of our properties, such as the
presence of underground storage tanks, or activities of unrelated third
parties may affect our properties. In addition, there are various local,
state, and federal fire, health, life-safety and similar regulations with
which we may be required to comply, and which may subject us to liability in
the form of fines or damages for noncompliance. Any material expenditures,
fines, or damages we must pay will reduce our cash flow and ability to make
distributions.
Discovery of previously undetected environmentally hazardous conditions may
decrease our revenues and limit our ability to make distributions.
Under various federal, state and local environmental laws, ordinances, and
regulations, a current or previous real property owner or operator may be
liable for the cost to remove or remediate hazardous or toxic substances on,
under, or in such property. These costs could be substantial. Such laws
often impose liability whether or not the owner or operator knew of, or was
responsible for, the presence of such hazardous or toxic substances.
Environmental laws also may impose restrictions on the manner in which
property may be used or businesses may be operated, and these restrictions
may require substantial expenditures or prevent us from entering into leases
with prospective tenants that may be impacted by such laws. Environmental
laws provide for sanctions for noncompliance and may be enforced by
governmental agencies or, in certain circumstances, by private parties.
Certain environmental laws and common law principles could be used to impose
liability for release of and exposure to hazardous substances, including
asbestos-containing materials. Third parties may seek recovery from real
property owners or operators for personal injury or property damage
associated with exposure to released hazardous substances. The cost of
defending against claims of liability, of complying with environmental
regulatory requirements, of remediating any contaminated property, or of
paying personal injury claims could reduce the amounts available for
distribution to our shareholders.
FEDERAL INCOME TAX RISKS
Failure to qualify as a REIT would reduce our net income and cash available
for distributions.
Our qualification as a REIT depends upon our ability to meet requirements
regarding our organization and ownership, distributions of our income, the
nature and diversification of our income and assets, and other tests imposed
by the Internal Revenue Code. If we fail to qualify as a REIT for any
taxable year, we will be subject to federal income tax on our taxable income
at corporate rates and/or penalties. In addition, we would generally be
disqualified from treatment as a REIT for the four taxable years following
the year of losing our REIT status. Losing our REIT status would reduce our
net earnings available for investment or distribution to shareholders
because of the additional tax liability. In addition, distributions to
shareholders would no longer qualify for the dividends-paid deduction, and
we would no longer be required to make distributions. If this occurs, we
might be required to borrow funds or liquidate some investments in order to
pay the applicable tax.
Even if we qualify as a REIT for federal income tax purposes, we may be
subject to other tax liabilities that reduce our cash flow and our ability
to make distributions to our shareholders.
Even if we remain qualified as a REIT for federal income tax purposes, we
may be subject to some federal, state and local taxes on our income or
property. For example:
1) In order to qualify as a REIT, we must distribute annually at
least 90% of our REIT taxable income to our shareholders (which
is determined without regard to the dividends-paid deduction or
net capital gain). To the extent that we satisfy the distribution
requirement but distribute less than 100% of our REIT taxable
income, we will be subject to federal corporate income tax on
the undistributed income.
2) We will be subject to a 4% nondeductible excise tax on the amount,
if any, by which distributions we pay in any calendar year are less
than the sum of 85% of our ordinary income, 95% of our capital gain
net income and 100% of our undistributed income from prior years.
3) If we sell a property, other than foreclosure property, that we hold
primarily for sale to customers in the ordinary course of business,
our gain would be subject to the 100% "prohibited transaction" tax.
To maintain our REIT status, we may be forced to borrow funds during
unfavorable market conditions to make distributions to our shareholders,
which could increase our operating costs and decrease the value of an
investment in us.
To qualify as a REIT, we must distribute to our shareholders each year 90%
of our REIT taxable income (which is determined without regard to the
dividends-paid deduction or net capital gain). At times, we may not have
sufficient funds to satisfy these distribution requirements and may need to
borrow funds to maintain our REIT status and avoid the payment of income and
excise taxes. These borrowing needs could result from (i) differences in
timing between the actual receipt of cash and inclusion of income for
federal income tax purposes; (ii) the effect of non-deductible capital
expenditures; (iii) the creation of reserves; or (iv) required debt or
amortization payments. We may need to borrow funds at times when market
conditions are unfavorable. Such borrowings could increase our costs and
reduce the value of our common stock.
To maintain our REIT status, we may be forced to forego otherwise attractive
opportunities, which could delay or hinder our ability to meet our
investment objectives and lower the return to our shareholders.
To qualify as a REIT, we must satisfy tests on an ongoing basis concerning,
among other things, the sources of our income, nature of our assets and the
amounts we distribute to our shareholders. We may be required to make
distributions to shareholders at times when it would be more advantageous to
reinvest cash in our business or when we do not have funds readily available
for distribution. Compliance with the REIT requirements may hinder our
ability to operate solely on the basis of maximizing profits.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 2. PROPERTIES
The following investment properties were owned by the registrant
at December 31, 2005:
Year No. of 2005 Net
Apartments Location Acquired Units Occupancy Investment
- ---------- -------- -------- ------ --------- ----------
Fontenelle Kokomo, IN 1973 176 84% $ 542,135
Park Forest Marion, IN 1973 64 95 205,032
Chester Heights Richmond, IN 1973 110 86 198,701
Driftwood Park Indianapolis, IN 1989 48 96 760,699
Regency Royale Mishawaka, IN 1993 132 95 2,793,256
Creek Bay Indianapolis, IN 1993 208 91 5,506,260
Eagle Creek Indianapolis, IN 1994 188 97 4,731,864
Charter Oaks Evansville, IN 1997 192 95 4,300,119
Barcelona* Kokomo, IN 1997 64 84 1,220,772
Beech Grove* Jeffersonville, IN 1997 182 90 3,652,486
Hampton Court* Indianapolis, IN 1997 92 88 1,483,500
Sheffield Square* New Albany, IN 1997 152 98 3,669,474
West Wind Terrace* Indianapolis, IN 1997 96 72 1,693,064
----- -----------
Total Apartments 1,704 91 $30,757,362
* Property is owned by a partnership controlled by the Trust.
Year Square Currently Net
Commercial Location Acquired Feet Leased Investment
- ---------- -------- -------- ------ --------- ----------
Office/Warehouse
401 Industrial Dr., Carmel, IN 1977 38,000 100% $ 207,030
Office Buildings
1810 E. 62nd St., Indianapolis, IN 1986 17,000 73 366,633
3510-20 E. 96th St., Indianapolis, IN 1997 34,000 63 1,394,183
------ -----------
Total Commercial 89,000 $ 1,967,846
Year Square Lease Net
Restaurant Location Acquired Feet Expires Investment
- ----------- -------- -------- ------ -------- ----------
Miami Subs Orlando, FL 1979 3,500 2006 $ 126,225
-----------
All investment properties $32,851,433
-----------
-----------
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings against the
trust, and no such proceedings are known to be contemplated.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders
during the fourth quarter of the year ended December 31, 2005.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Trust's shares of beneficial interest are traded on the
NASDAQ SmallCap market. Cash distributions, if any, are paid
approximately 45 days after the end of each quarter. The high
and low published bid prices and distributions for the last two
years were:
Distributions
2005 High Low Declared
- ---- ---- ---- -------------
1st Quarter $17.49 $14.00 $ --
2nd Quarter 20.54 14.75 --
3rd Quarter 19.00 12.40 0.22
4th Quarter 19.50 16.57 0.58
2004
- ----
1st Quarter $12.74 $10.35 $ --
2nd Quarter 12.95 10.60 --
3rd Quarter 13.20 11.50 --
4th Quarter 17.50 12.07 1.05
ITEM 6. SELECTED FINANCIAL DATA
In thousands, except per share data and number of apartments
Years ended December 31, 2005 2004 2003 2002 2001
- ------------------------ ---- ---- ---- ---- ----
Operating Data:
Rental and other
operating income $10,693 $10,413 $ 9,915 $10,405 $10,505
Income (loss) before
minority interest and
discontinued operations 521 117 (560) 157 424
Income (loss) from
discontinued operations 2,336 2,499 (71) 462 279
Net income (loss) 2,839 2,647 (541) 689 749
Cash distributions declared 1,442 1,877 673 984 1,269
Weighted average number
of shares outstanding 1,800 1,787 1,775 1,757 1,740
Basic and diluted earnings
(loss) per share:
Continuing operations $ 0.28 $ 0.08 $ (0.26) $ 0.13 $ 0.27
Discontinued operations 1.30 1.40 (0.04) 0.26 0.16
Distributions declared 0.80 1.05 0.38 0.56 0.73
Balance Sheet Data:
Total real estate
investments(a) $48,778 $48,441 $48,346 $48,520 $48,312
Allowances for
depreciation (15,927) (14,903) (13,784) (12,880) (11,787)
Real estate held for sale,
net carrying value - 5,834 6,530 6,789 6,969
Total assets 41,620 45,870 45,549 46,958 47,556
Mortgage and other
notes payable 27,806 33,026 33,437 34,102 34,482
Total debt 30,393 36,069 36,509 36,719 36,934
Minority interest in
operating partnerships 264 315 396 569 802
Shareholders' equity 10,962 9,485 8,644 9,670 9,819
Number of shares
outstanding 1,803 1,789 1,782 1,762 1,749
Other Data:(c)
Cash flow data:
Cash provided by
operating activities $ 2,633 $ 1,327 $ 1,372 $ 2,479 $ 2,382
Cash provided by (used in)
investing activities 3,771 2,652 (340) (666) (702)
Cash used in
financing activities (6,651) (2,492) (1,232) (1,379) (1,114)
Funds from operations -
Non-GAAP financial
measure: (b)(c)
Net income (loss) $ 2,839 $ 2,647 $ (541) $ 689 $ 749
Less gain from sale
of property (2,045) (2,690) - - -
Add back depreciation
of investment property 1,417 1,658 1,741 1,796 1,801
Deduct investment
property depreciation
attributed to minority
interest (48) (60) (69) (88) (109)
------- ------- ------- ------- -------
Funds from operations $ 2,163 $ 1,555 $ 1,131 $ 2,397 $ 2,441
------- ------- ------- ------- -------
------- ------- ------- ------- -------
Apartment units owned(a):
Owned at December 31 1,704 1,960 2,136 2,136 2,136
Weighted average number
of apartments owned
during the year 1,939 2,004 2,136 2,136 2,136
(a) Real estate owned includes apartments owned by operating
partnerships created and controlled by the Trust.
(b) It is accepted practice in the real estate industry to
evaluate the performance of Real Estate Investment Trusts (REITs),
in part, by a non-GAAP financial measure called "Funds from Operations"
(FFO). We believe that FFO is helpful to investors because it is a
widely recognized measure of the performance of REITs and provides a
relevant basis for comparison among REITs. We consider FFO in
evaluating our own operating performance. We believe that FFO
should be considered along with, but not as an alternative to,
net income and cash flow determined in accordance with generally
accepted accounting principles (GAAP) as a measure of our activities.
Funds from operations is defined as net income excluding gains
and losses from the sale of real estate, extraordinary items,
the cumulative effects of accounting changes and property related
depreciation and amortization all determined on a consistent basis
in accordance with GAAP. FFO does not represent cash flow from
operations, and should not be considered an alternative to net income
as a measure of operating performance.
(c) Prior periods revised to conform to current year presentation.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
OVERVIEW
Contained in this discussion and elsewhere in this annual
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 Item 1A of this report.
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 June or July 2006.
During all of 2005 and 2004 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 net lease that
will expire July 31, 2006. Comparative information related to
income and expenses contained in this discussion applies to
continuing operations only, unless otherwise indicated.
In April 2004, the Trust sold the 176-unit Park Plaza
apartments, in July 2005 it sold a former restaurant property in
Indianapolis and in December 2005, it sold the 256-unit Fox Run
apartments. In accordance with the provisions of FASB Statement
No. 144, the net investments in those three properties are
presented in the consolidated balance sheets as real estate held
for sale. The gain realized from the sales and the results of
their operations for years ended December 31, 2005, 2004 and
2003, 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.
Five apartment properties containing 586 units are owned by
five separate partnerships that are controlled by the Trust
through a wholly-owned subsidiary, CR Management, Inc. 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 December 31, 2005
and 2004, holders of 88.1% and 84.6%, respectively of the
outstanding units, had exercised their exchange options. (See
Note 3 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 net income per share during the next year.
At December 31, 2005, the Trust's net investment in real
estate consisted of apartment properties (93.6%), commercial
properties (6%) and a net-leased restaurant property (.4%). The
1,704 apartment units in the portfolio throughout 2005 and 2004
contributed 94.2% and 93.9%, respectively, of the total revenue
from continuing real estate operations, and 97.2% and 98.1%,
respectively, of continuing real estate operating expenses.
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.
The Trust elected to amortize, on a straight line method, 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
year includes $65,030 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 to expense as incurred. Real estate
operating expenses include costs to replace carpets of $307,727,
$272,576 and $244,727 for 2005, 2004 and 2003 respectively. An
acceptable alternative method of accounting would be the
capitalization of costs as incurred, followed by charges for
depreciation over the estimated useful life of the carpet.
Management believes that, due to the relatively short useful
life of apartment carpets, the annual expense for replacements
is not materially greater than would be the annual charges for
depreciation had the carpets been capitalized when purchased.
Impairment of Long-Lived Assets.
When an event or change in circumstance indicates that
future undiscounted cash flows and net realizable value is
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 2005, 2004 or 2003.
RESULTS OF OPERATIONS -- 2005
Compared with 2004, rental and related income from the
Trust's continuing apartment operations increased by 2.7% while
apartment operating expenses, exclusive of depreciation,
decreased by .5%.
The increase in gross income from apartment properties
resulted from the net effect of .2% higher average rental rates
and a 2.3% increase in overall occupancy rates. Apartment
economic occupancy rates increased from an average of 88.7% in
2004 to 91.0% in 2005. In December 2005 the aggregate physical
occupancy rate for the Trust's apartment properties was 94.2% up
from 92.1% in December 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. Relatively low mortgage loan interest rates continue
to make home ownership a viable alternative for residents of
higher-rent apartments.
Real estate operating expenses, including real estate taxes
(excluding interest and depreciation) for the apartment
properties decreased by .5% in 2005. Operating expenses
amounted to 53.6% of gross possible income for 2005, down from
54.0% in 2004. Maintenance and repairs, casualty insurance
premiums and real estate taxes were lower, while on-site
personnel costs and decorating costs, including carpet
replacement, increased in 2005. Real estate taxes estimated to
be payable in 2006 that were accrued in 2005, decreased by 2.8%
from amounts that were accrued in 2004 for payment in 2005.
Real estate tax accruals for amounts estimated to be
payable in 2005 decreased by $32,000 from comparable accruals in
2004 due to successful appeals for reduction of assessed values
that resulted from an Indiana statewide reassessment of real
property as of March 1, 2002. Further reductions are possible
from appeals that are still pending for two properties. In
addition to the reduction in the amounts accrued for payment in
2006, additional benefits were realized from refunds of taxes
accrued for payments in 2003 and 2004. Those prior year
overpayments credited against real estate tax expense in 2005
amounted to $79,000.
Mortgage interest expense for 2005 decreased by $110,000,
or 5.2%, from the amount reported for 2004. Approximately
$61,100 of that decrease is attributable to lower interest rates
on three mortgage loans that were refinanced in 2004. The
balance of the decrease is attributed primarily to a 2.3%
reduction in mortgage loan balances that resulted from scheduled
monthly debt service.
General and administrative expenses in 2005 increased by
$38,800 from the previous year primarily due to an increase in
amounts incurred for professional fees. General and
administrative expenses amounted to 7.2% of income from
continuing real estate operations in 2005, compared with 7% in
2004. Officer and employee compensation costs, including
payroll taxes and benefits that are included in administrative
expenses, amounted to $291,372 in 2005, compared with $287,600
in 2004.
The changes in income and expenses attributable to
discontinued operations are described in Note 4 to the
consolidated financial statements. In addition to the gains
realized on the sales of rental properties in 2005 and 2004, the
Trust derived income of $290,432 in 2005 and incurred losses
aggregating $190,669 in 2004, from the following three
properties:
2005 2004
_________ _________
Park Plaza apartments $ 21,549 $ (14,433)
Fox Run apartments 280,099 (193,121)
Indianapolis restaurant property (11,216) 16,885
_________ _________
Total income (loss) $ 290,432 $(190,669)
For the portion of 2005 that the Trust owned Fox Run, its
occupancy rate was 76.7% and operating expenses were 55.9%,
compared with occupancy of 78.2% and operating expenses of 60.7%
for all of 2004. Upon appeal, the Trust was granted a 35%
reduction in assessed value for real estate taxes paid in 2003,
2004 and 2005 and for taxes payable in 2006. Refunds of
overpaid taxes in 2005 and prior years received in 2005 amounted
to $198,000. The Trust recorded no depreciation expense for Fox
Run in 2005, consistent with proper accounting for discontinued
operations. In 2004, prior to designating Fox Run as held for
sale, the Trust recorded $214,824 of depreciation expense
related to Fox Run.
A 25-year lease of the Indianapolis 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
accrued $6,000 and $9,300 in 2005 and 2004, respectively, for
estimated real estate taxes payable in the following year.
Under the prior lease, the lessee was responsible for real
estate taxes.
RESULTS OF OPERATIONS -- 2004
Compared with 2003, rental and related income from the
Trust's continuing apartment operations increased by 5.4% while
apartment operating expenses, exclusive of depreciation,
increased by .2%.
The increase in gross income from apartment properties
resulted from the net effect of 1% higher average rental rates
and a 4.2% increase in overall occupancy rates. Apartment
economic occupancy rates increased from an average of 84.8% in
2003 to 88.7% in 2004. In December 2004 the aggregate physical
occupancy rate for the Trust's apartment properties was 92.1% up from
90.3% in December 2003. 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.
The lack of employment opportunities in several Indiana communities,
and relatively low mortgage loan interest rates continue to make home
ownership a viable alternative for residents of higher-rent apartments.
Real estate operating expenses, including real estate taxes
(excluding interest and depreciation) for the apartment
properties increased .2% in 2004. Operating expenses amounted
to 54.0% of gross possible income for 2004, down from 54.6% in
2003. Maintenance and repairs and building services expenses
were lower in 2004, however, those decreases were more than
offset by higher site personnel costs. Real estate taxes
estimated to be payable in 2005 that were accrued in 2004,
decreased by 6.8% from amounts that were accrued in 2003.
Real estate tax accruals for amounts estimated to be
payable in 2005 decreased by $84,000 from comparable accruals in
2003 due to successful appeals for reduction of assessed values
that resulted from an Indiana statewide reassessment of real
property as of March 1, 2002. Some further reductions are
possible from appeals that are still pending for four
properties. In addition to the reduction in the amounts accrued
for payment in 2005, additional benefits were realized from
refunds of taxes accrued for payments in 2003 and 2004. Those
prior year overpayments credited against real estate tax expense
in 2004 amounted to $191,000.
Mortgage interest expense for 2004 decreased by $77,000
from the amount reported for 2003. Approximately $25,700 of
that decrease is attributable to lower interest rates on three
mortgage loans that were refinanced in 2004. The balance of the
decrease is attributed primarily to a reduction in mortgage loan
balances that resulted from scheduled monthly debt service.
General and administrative expenses in 2004 increased by
$97,000 from the previous year primarily due to an increase in
amounts incurred for professional fees. In 2004 the Trust
incurred approximately $12,000 of legal fees and $28,000 for a
strategic analysis related to a shareholder proposal that
received a favorable vote of approximately 50% at the annual
meeting of shareholders in May 2004. Approximately $15,200 of
legal fees were incurred to comply with certain corporate
governance mandates by the Sarbanes-Oxley Act of 2002. The
Trust paid $16,000 more in Trustee fees in 2004 than it paid in
2003 because of two more trustee meetings, one more audit
committee meeting, and the addition of one trustee in November
2003. General and administrative expenses amounted to 7% of
income from real estate operations in 2004, compared with 6.4%
in 2003. Officer and employee compensation costs, including
payroll taxes and benefits that are included in administrative
expenses, amounted to $287,600 in 2004, compared with $288,100
in 2003.
The changes in income and expenses attributable to
discontinued operations are described in Note 4 to the
consolidated financial statements. In addition to the gain
realized on the sale of the Park Plaza apartments in April
2004, the Trust incurred operating losses aggregating $190,669
and $70,508 in 2004 and 2003, respectively, from the following
three properties:
2004 2003
_________ _________
Park Plaza apartments $ (14,433) $ 46,559
Fox Run apartments (193,121) (152,520)
Fortune House restaurant 16,885 35,453
_________ _________
Total income (loss) $(190,669) $ (70,508)
For the portion of 2004 that the Trust owned Park Plaza,
its occupancy rate was 78.1% and operating expenses were 79.9%,
compared with occupancy of 75.6% and operating expenses of 62.4%
for all of 2003.
During 2004 Fox Run had occupancy of 77.8% and operating
expenses of 61% of gross possible income, compared with
occupancy of 75.2% and operating expenses of 59.9% for 2003. In
addition to a $51,300 increase in current real estate taxes that
resulted from reassessment for taxes payable in 2003 and
subsequent years, an additional $73,300 was charged for
under-estimated real estate taxes for the prior year. An appeal
for a reduction of the new assessed values has been filed by the
Trust.
A 25-year lease 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 accrued $9,300 in 2004 for estimated real
estate taxes payable in 2005. Under the prior lease, the lessee
was responsible for real estate taxes.
CONTRACTUAL OBLIGATIONS
The following schedule represents the Trust's obligations
as of December 31, 2005, to make future payments under contracts,
such as mortgage debt, lease agreements, and other long-term
obligations (amounts in thousands):
Payments Due by Period
__________________________________________
Within 1 2 to 3 4 to 5 After 5
Obligations Total Year Years Years Years
______________ _______ _______ _______ _______ _______
Mortgage notes $27,805 $6,035 $6,834 $1,124 $13,813
Operating leases (1) - - - - -
Purchase obligations - - - - -
Other: Tenants'
Deposits (2) 374 - - - 374
_______ _______ _______ _______ _______
Totals $28,180 $6,035 $6,834 $1,124 $14,187
(1) The Trust is a lessee of certain office equipment, such as
copying machines and postage equipment, which represent
insignificant obligations.
(2) The Trust holds security deposits by tenants of its rental
properties. Individual deposits that are refunded, in whole or
in part when a tenant vacates, are replaced by similar deposits
received from incoming tenants. Changes in the aggregate amount
of deposits held during any given period are not material.
LIQUIDITY AND SOURCES OF CAPITAL
At December 31, 2005, the Trust and its controlled partnerships
had approximately $2,790,800 in cash, including $565,800 in controlled
partnership accounts, which management believes is sufficient to meet
anticipated working capital requirements. Net proceeds from the sale
of Fox Run apartments in December 2005, in the amount of approximately
$3,234,000, was deposited with a qualified intermediary to be held for
tax-free reinvestment in replacement property. The net proceeds includes
approximately $1,444,000 of realized gain on the sale.
A mortgage loan payable on the Charter Oaks apartments in
Evansville, IN, will mature on April 1, 2006, with a balance due
of approximately $3,314,000. The Trust had planned to refinance
the loan balance with a new first mortgage loan.
On March 17, 2006, the Trust entered into a definitive Asset
Purchase Agreement to sell su1bstantially all of its assets to
Buckingham Properties, Inc. (See Note 10 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 now
intends to use 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 will cause the recognition, for tax purposes,
of the previously deferred gain and lead to its subsequent
distribution to shareholders. 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, management is
confident that the balance due at maturity can 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.
Management expects to operate as a qualified real estate
investment trust until the proposed sale of assets occurs, and to
distribute to shareholders all of its otherwise taxable income.
The Trust distributed $1,441,973 to its shareholers in 2005, of
which $868,902 was designated as capital gain from the sale of
property. All of the $1,876,772 that was distributed to shareholders
in 2004 was designated as capital gain. The aggregate surplus cash
distributed to the minority interest partners by the controlled
partnerships totaled $20,745 during 2005. There were no distributions
by the controlled partnerships in 2004.
Due primarily to differences in depreciation expense, the net
income, excluding the deferred gain on the sale of Fox Run, reported
for 2005 was 11.8% more than taxable income. The reported net income
for 2004 was 4.5% more than the income for tax purposes; and, for
2003, the reported net loss was 15% more than loss for tax purposes.
IMPACT OF INFLATION
Inflation, except for increases in real estate taxes
payable in 2003 that resulted from the Indiana state-wide
reassessment of real estate, has not had a significant impact on
the Trust during 2005, 2004 and 2003.
ITEM 7a. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET
RISK
The Trust does not believe it is subject to material market risk.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements, which are included in the annual shareholders
report for the year ended December 31, 2005, are included as exhibits
under Item 15.
Unaudited summarized consolidated quarterly financial data for
the year ended December 31, 2005, is as follows:
Three Months Ended
______________________________________________
March 31 June 30 September 30 December 31
_______________________________________________________________________________
Rental and other operating income $2,664,694 $2,673,669 $2,650,920 $2,703,259
Income before minority
interest and discontinued
operations 120,864 145,971 43,022 210,648
Income from
discontinued operations 56,189 93,975 652,363 1,533,328
Net income 176,474 231,246 694,649 1,736,677
Earnings per
share - basic and diluted:
Income before
discontinued operations $ 0.07 $ 0.08 $ 0.02 $ 0.11
Income from
discontinued operations $ 0.03 $ 0.05 $ 0.37 $ 0.85
Net income $ 0.10 $ 0.13 $ 0.39 $ 0.96
Unaudited summarized consolidated quarterly financial data for
the year ended December 31, 2004, is as follows:
Three Months Ended
______________________________________________
March 31 June 30 September 30 December 31
_______________________________________________________________________________
Rental and other operating income $2,591,252 $2,587,929 $2,617,428 $2,616,613
Income (loss) before minority
interest and discontinued
operations (61,414) (126,989) 38,311 267,018
Income (loss) from
discontinued operations (10,500) 2,660,816 (30,865) (120,521)
Net income (loss) (59,306) 2,555,526 16,050 134,797
Earnings (loss) per
share - basic and diluted:
Income (loss) before
discontinued operations $ (0.03) $ (0.06) $ 0.03 $ 0.14
Income (loss) from
discontinued operations $ 0.00 $ 1.49 $ (0.02) $ (0.07)
Net income (loss) $ (0.03) $ 1.03 $ 0.01 $ 0.07
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
No change of accountants or reported disagreements have occurred
which are to be disclosed hereunder.
ITEM 9a. CONTROLS AND PROCEDURES
(a) 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 investment properties. The Chief
Financial Officer serves as the 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 provides adequate and effective disclosure
control.
(b) Changes in internal controls. There have been no changes in
internal controls or in other factors that could significantly
affect internal controls within the past ninety days. Management
has discovered no material weaknesses in internal controls that
would warrant corrective actions.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Following is information relative to executive officers and
members of the Board of Trustees. The Trust has no executive
officers other than those individuals presently serving as
Trustees.
Period During Shares of
Which He Has the Trust
Served As A Beneficially
Principal Occupation Trustee Owned as of
Name and Address Age For Past Five Years (term expires) March 13, 2006
_______________________________________________________________________________
John W. Adams(1) 57 Principal 1996 to date 2,100 (0.12%)
Indianapolis, IN JWA Sports, LLC (2006)
Private investments
(Since January 2004)
Vice President
Browning Investments, Inc.
Real estate development
(January 1990 to
November 2004)
Other Directorships:
None
John I.
Bradshaw, Jr.(2) 75 President and CEO 1982 to date 94,123 (5.19%)
Indianapolis, IN Century Realty Trust (2006)
Other Directorships:
None
Marvin L.
Hackman(1) 72 Partner, Hackman 2000 to date 1,200 (0.07%)
Indianapolis, IN Hulett & Cracraft LLP (2006)
Attorneys at Law
Other Directorships:
None
Francis M.
Hapak(3) 80 Real estate investor 1987 to date 76,605 (4.22%)
Indianapolis, IN Self employed (2007)
Other Directorships:
None
John J.
Dillon(4) 46 Chief Deputy Mayor/ 2000 to date 23,128 (1.28%)
Indianapolis, IN Chief of Staff (2007)
City of Indianapolis
(since January 2006)
Businessman
Self employed
(March 2003 to
February 2006)
(August 2000 to
January 2002
Chief Operating Officer
Standard Management Corp.
Financial services
holding company
(January 2002 to
March 2003)
Other Directorships:
Indianapolis Bond Bank
Murray R.
Wise(5) 57 Chairman and CEO 2000 to date 113,966 (6.28%)
Westchester Group, Inc. (2007)
Agricultural investments
Other Directorships:
None
Larry S.
Boulet(1) 59 President 2003 to date 5,100 ( .28%)
Boulet Consulting LLC (2008)
Business consulting
(since July 2002)
Senior Audit Partner
PricewaterhouseCoopers LLP
Public accounting
(1998 to July 2002)
Other Directorships:
None
Michael W.
Malafronte(6) 31 Vice President 2005 to date 5,000 ( .28%)
Arnhold and S. (2008)
Bleichroeder Advisors,LLC
Asset Management
(since July 2005)
Principal
Oppenheimer + Close
Financial investments
Other Directorships:
Bresler & Reiner, Inc.
Neil C.
McKinnon(7) 47 President & CEO 2005 to date 278,021(15.33%)
Prana Holding Co., LLC (2008)
Real estate investments
Other Directorships:
None
Trustees and Officers as a Group (9 persons) 599,243(33.05%)
(1) Shares are held with sole voting and investment power.
(2) John I. Bradshaw, Jr., is sole owner of 91,664 shares and
shares voting and investment power with respect to 459 shares
owned by his spouse and 2,000 shares owned by a trust for his
sister.
(3) Francis M. Hapak is the sole owner of 38,392 shares and
shares voting and investment power with respect to 38,213 shares
owned by Charlotte H. Hapak, his wife.
(4) John J. Dillon is sole owner of 3,688 shares and shares
voting and investment power with respect to 19,440 shares owned
by Dillon Family Limited Partnership in which he is a limited
partner.
(5) Murray R. Wise is sole owner of 103,883 shares and shares
voting and investment power with respect to 1,000 shares owned
by his spouse, 7,083 shares owned by the Westchester Profit
Sharing Trust, 1,000 shares owned by the Westchester Foundation
and 1,000 shares owned by Travinap Partnership.
(6) Michael W. Malafronte is the holder of an exercisable, but
unexercised, option to purchase 5,000 shares, which shares are
construed herein to be beneficially owned by him.
(7) Neil C. McKinnon is the holder of an exercisable, but
unexercised, option to purchase 5,000 shares, which shares are
construed herein to be beneficially owned by him. Mr. McKinnon
disclaims beneficial ownership of 273,021 shares beneficially
owned by Prana Securities Adviser, LLC, except to the extent of
his pecuniary interest therein. See also Note 5 to Item 12,
Security Ownership by Certain Beneficial Owners and Management.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires
that certain Trustees, Officers and share owners file with the
SEC and the Trust an initial statement of beneficial ownership
and certain statements of changes in beneficial ownership of
shares of the Trust. Based solely on its review of such forms
received by the Trust and written representation from those
individuals that no other reports were required, the Trust is
unaware of any instances of failure timely file required
reports, except that trustee Michael W. Malafronte filed late a
Form 4 reporting an option to purchase 5,000 shares of
beneficial interest that was granted to him by the Trust upon
his election to the Board of Trustees in May 2005.
COMPENSATION OF TRUSTEES
Each trustee, except the individual named in the "Summary
Compensation Table", is paid $750 per quarter plus $300 for each
meeting of the trustees attended by him. Members of the audit
committee are each paid $300 for attendance at each meeting of
the committee. In addition, Trustees are paid amounts, not in
excess of $300 each day, for property inspections and special
assignments. No additional compensation is paid to those
trustees, other than John I. Bradshaw, Jr., who are also
officers of the Trust. In 2005, under these arrangements, the
Trust paid a total of $57,200 in trustee compensation to all
trustees who, individually, were paid amounts ranging from
$5,300 to $8,100.
No long term or deferred compensation arrangements have
been awarded to any trustee, officer or employee of the Trust.
Except as set forth in the following schedules, no options,
warrants, or rights of any kind were granted or exercised during
2005.
ITEM 11. EXECUTIVE COMPENSATION
Information relative to management remuneration and transactions
is included in the following table. John I. Bradshaw, Jr. is the
sole executive officer of the Trust. He has held the position
of President and Chief Executive Officer since 1982.
SUMMARY COMPENSATION TABLE
Annual Compensation
_________________________________ Long-Term
Name and Other Compensation
Principal Compen- Awards
Position Year Salary($) Bonus($) sation($) Options(#)
_______________________________________________________________________________
John I.
Bradshaw, Jr. 2005 99,000 - 898* -
President 2004 99,000 - 1,619* -
Chief Exec. 2003 99,000 - 2,686* -
Officer
*Compensation equivalent of club dues paid on behalf of named
individual.
OPTION GRANTS IN LAST FISCAL YEAR
Potential Realizable
Value at Assumed
Individual Grants Annual Rates of Stock
% of Total Exercise Price Appreciation for
Options Options Granted Price per Expiration Option Term
Name Granted (#) In Fiscal Year Share Date 5% 10%
_______________________________________________________________________________
Michael W.
Malafronte 5,000 50% $18.95 May 3, 2008 $15,050 $26,400
Neil C.
McKinnon 5,000 50% $18.95 May 3, 2008 $15,050 $26,400
The Options are exercisable at any time until the expiration
date. Upon exercise, shares in treasury, to the extent
available, will be issued. Potential realizable value is
computed based upon a market value of $19.80 per share on March
15, 2006.
The exercise price per share represents the closing share price
on the date of grant.
OPTIONS EXERCISED IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUE
Value of
Unexercised
Unexercised In-The-Money
Options at Fiscal Options at Fiscal
Shares Acquired Value Year End(#) Year End**
Name On Exercise(#) Realized* (All Exercisable) (All Exercisable)
_______________________________________________________________________________
Larry S. Boulet 3,000 $17,970 --- ---
Michael W. Malafronte --- --- 5,000 $1,500
Neil C. McKinnon --- --- 5,000 $1,500
* Value realized based on the closing share price on the date
exercised.
** Value based on $19.25 per share, the closing price on
December 31, 2005.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
No person is known to the Trust to own of record or beneficially
more than 5% of the Trust's outstanding shares except as set
forth in the following table. The information below is as of
March 15, 2006.
Title of Name of Amount and Nature of Percent
Class Beneficial Owner Beneficial Ownership of Class
____________________________________________________________________________
Shares of John I. Bradshaw, Jr. 94,123(1) 5.2%
Beneficial 320 N. Meridian Street
Interest Indianapolis, IN
Shares of Murray R. Wise 113,966(2) 6.3%
Beneficial 4309 Crayton Road
Interest Naples, FL 34103
Shares of David C. Eades 114,600(3) 6.4%
Beneficial 1701 Broadmoor Drive
Interest Champaign, IL 61821
Shares of Mercury Real Estate
Beneficial Advisors, LLC 158,805(4) 8.8%
Interest 100 Field Point Road
Greenwich, CT 06830
Shares of Prana Securities Adviser, LLC 273,021(5) 15.3%
Beneficial 333 West 52nd St., Suite 600
Interest New York, NY 10019
(1) John I. Bradshaw, Jr., is sole owner of 91,664 shares and
shares voting and investment power with respect to 459 shares
owned by his spouse and 2,000 shares owned by a trust for his
sister.
(2) Murray R. Wise is sole owner of 103,883 shares and shares
voting and investment power with respect to 1,000 shares owned
by his spouse, 15,767 shares owned by the Westchester Profit
Sharing Trust, 1,000 shares owned by the Westchester Foundation
and 1,000 shares owned by Travinap Partnership.
(3) David C. Eades is sole owner of 83,300 shares and shares
voting and investment power with respect to 6,000 shares owned
by his spouse, 4,000 shares owned by the mother of his spouse,
16,300 shares owned by the Eades Foundation and 5,000 shares
owned by the Helen Virginia Eades Trust.
(4) Mercury Real Estate Advisors, LLC, as sole owner, has
exclusive voting and investment power with respect to 158,805
shares.
(5) The following persons and entities share voting and
investment power with respect to the indicated shares: Prana
Securities Adviser, LLC, a New York limited liability company
(the "Investment Manager"), is the investment adviser to Prana
Securities Fund I, L.P., a Delaware limited partnership
(the "Fund"), the record holder of the indicated shares. The
general partner of the Fund is Prana Securities Manager, LLC, a
Delaware limited liability company (the "General Partner").
Prana Real Estate Securities, LLC, a California limited
liability company, is the sole member of the General Partner and
the Investment Manager, and a manager of the General Partner.
Prana Holding Company, LLC, is the sole member and a manager of
Prana Real Estate Securities, LLC. Kurt C. McCracken is
Chairman and a Manager of Prana Holding Company, LLC. Neil C.
McKinnon is a Manager of Prana Real Estate Securities, LLC, and
President and a Manager of Prana Holding Company, LLC. Mr.
McCracken and Mr. McKinnon disclaim beneficial ownership with
respect to the indicated shares except to the extent of their
respective pecuniary interests therein.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There were no relationships or transactions, as defined under
this item, nor are any contemplated, to be disclosed hereunder.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The Board of Trustees appointed the firm of Ernst & Young LLP, as
auditors for the Trust for the year ended December 31, 2005. This firm
has previously audited the Trust's financial statements each year
beginning with 1973. The Audit Committee approved the audit and non-audit
services before they were performed following specific consideration as
to the possible effects of such services on the independence of the
auditors. Following is a schedule of fees billed to the Trust and its
subsidiaries by Ernst & Young during 2005 and 2004:
2005 2004
____ ____
Audit fees (1) $98,000 $80,500
Audit-Related Fees (2) 4,000 None
Tax Fees (3) 32,500 31,000
All Other Fees (4) None None
(1) Audit Fees - Fees for professional services performed by
Ernst & Young for the audit of the Trust's annual financial
statements and review of financial statements included in the
Trust's 10-Q filings.
(2) Audit-Related Fees - Audit related services in 2005 consisted
of consultations regarding financial accounting and reporting
matters.
(3) Tax Fees - Fees for services with respect to tax
compliance, tax advice and tax planning. This includes review
of federal and state tax returns for the Trust and its
consolidated subsidiaries, and preparation of federal and state
tax returns for Partnerships controlled, but not wholly-owned,
by the Trust.
(4) All Other Fees - Fees, of which there were none in 2005 and
2004, for permissible work performed by Ernst & Young that does
not meet the above category descriptions.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) (1) and (2) The response to this portion of Item 15
is submitted as a separate section of this report.
(b) Reports on Form 8-K
A Form 8-K was filed December 7, 2005, that reported, under Item
2.01, completion of the sale of the 256-unit Fox Run apartments.
That transaction is explained in Note 4 to the consolidated
financial statements for the year ended December 31, 2005,
included herein.
A Form 8-K was filed March 23, 2006, that reported, under Item
1.01, the execution of an Asset Purchase Agreement on March 17,
2006, pursuant to which the Century Realty Trust and its
subsidiaries agreed to sell substantially all of their assets
to Buckingham Properties, Inc. That agreement (Exhibit 10.5)
was furnished as an exhibit to that Form 8-K.
(c) Exhibits
(1) Code of Ethics for Senior Financial Officers executed
by the President, Treasurer and CEO (Exhibit 14.1) and
by the Controller and CFO (Exhibit 14.2) were filed
with Form 10-K for the year ended December 31, 2003,
and are incorporated herein by reference.
(2) The Trust Instrument of Century Realty Trust (Exhibit
3(i)); the Code of By-laws of Century Realty Trust
(Exhibit 3(ii); Purchase Agreement executed December 7,
2004, for the sale of Fox Run Apartments (Exhibit 10.1);
and, Trustee's Option to Purchase Shares granted May 5,
2004, to Larry S. Boulet were filed with Form 10-K for
the year ended December 31, 2004, and are incorporated
herein by reference.
(3) Rule 13a-14(a)/15d-14(a) Certifications:
31.1 - Certification by Principal Exective
Officer
31.2 - Certification by Principal financial
and accounting officer
(4) Sec. 906, Sarbanes-Oxley Act, Certifications:
32.1 - Certification of Chief Executive
Officer
32.2 - Certification of Chief finanacial
officer and principal accounting officer
(5) Other exhibits:
10.3 - Trustee's Option to Purchase Shares granted
May 4, 2005, to Michael W. Malafronte
10.4 - Trustee's Option to Purchase Shares granted
May 4, 2005, to Neil C. McKinnon
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report be signed
on its behalf by the undersigned, thereunto duly authorized.
CENTURY REALTY TRUST
Date: 7/21/06 By: /s/John I. Bradshaw, Jr.
__________________________________
John I. Bradshaw, Jr.
President and Trustee
ITEM 15(a)(1) AND (2). LIST OF FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statements of Century
Realty Trust and subsidiaries are included herein and in the
annual report of the Registrant to its shareholders for the year
ended December 31, 2005:
Consolidated balance sheets - December 31, 2005 and 2004
Consolidated statements of operations - Years ended December 31,
2005, 2004 and 2003
Consolidated statements of shareholders' equity - Years ended December 31,
2005, 2004 and 2003
Consolidated statements of cash flows - Years ended December 31,
2005, 2004 and 2003
Notes to consolidated financial statements
The following financial statement schedule of Century Realty
Trust and Subsidiaries is included in Item 15(a):
Schedule III - Real estate and accumulated depreciation
All other schedules for which provision is made in the
applicable accounting regulation of the Securities and Exchange
Commission are not required under the related instructions or
are inapplicable, and therefore have been omitted.
ITEM 15(c) EXHIBITS
EXHIBIT 31.1
CERTIFICATION
I, John I. Bradshaw, Jr., certify that:
1. I have reviewed this report on Form 10-K of Century Realty Trust;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of
an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
control over financial reporting.
Date: July 21, 2006 By: /s/John I. Bradshaw, Jr.
________________________________
Name: John I. Bradshaw, Jr.
Title: Chief Executive Officer,
President and Treasurer
EXHIBIT 31.2
CERTIFICATION
I, David F. White, certify that:
1. I have reviewed this report on Form 10-K of Century Realty Trust;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of
an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
control over financial reporting.
Date: July 21, 2006 By: /s/David F. White
____________________________
Name: David F. White
Controller (chief financial officer
and principal accounting officer)
EXHIBIT 32.1
CERTIFICATION
In connection with the accompanying Annual Report of the Trust
on Form 10-K for the period ending December 31, 2005, I, John I.
Bradshaw, Jr., Chief Executive Officer, President and Treasurer
of the Trust, certify, pursuant to 18 U.S.C Sec. 1350, as
adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002,
that:
1) The Report fully complies with the requirements of section
13(a)of the Securities Exchange Act of 1934; and
2) The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Trust.
S/ John I. Bradshaw, Jr.
Chief Executive Officer, President
and Treasurer
EXHIBIT 32.2
CERTIFICATION
In connection with the accompanying Annual Report of the Trust
on Form 10-K for the period ending December 31, 2005, I, David
F. White, Controller of the Trust, certify, pursuant to 18 U.S.C
Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley
Act of 2002, that:
1) The Report fully complies with the requirements of section
13(a) of the Securities Exchange Act of 1934; and
2) The information contained in the Report fairly
presents, in all material respects, the financial condition and
results of operations of the Trust.
S/ David F. White
Controller (chief financial officer
and principal accounting officer)
ITEM 15(a)1--Audited Financial Statements
Century Realty Trust and Subsidiaries
Consolidated Balance Sheets
December 31
2005 2004
___________ ___________
Assets
Real estate investments:
Land $3,140,029 $3,140,029
Buildings 44,865,692 44,531,489
Equipment 772,275 769,765
Allowances for depreciation (15,926,563) (14,903,389)
___________ ___________
32,851,433 33,537,894
___________ ___________
Real estate held for sale, net of
$1,861,117 allowances for depreciation - 5,834,086
Cash and cash equivalents 2,790,787 3,037,234
Restricted cash 1,580,045 1,885,865
Funds held in escrow for possible completion
of 1031 exchange 3,234,065 -
Accounts and accrued interest receivable 525,365 426,478
Unamortized management contracts 124,651 189,686
Unamortized mortgage costs 239,644 275,478
Undeveloped land 99,675 99,675
Other assets 173,882 185,075
Real estate held for sale, other assets - 398,114
___________ ___________
$41,619,547 $45,869,585
___________ ___________
___________ ___________
Liabilities and shareholders' equity
Liabilities:
Mortgage notes payable $27,805,711 $33,026,470
Accounts payable and accrued liabilities 646,019 580,338
Accrued interest 161,574 150,236
Accrued property taxes 1,254,768 1,386,978
Tenants' security deposits and unearned income 525,061 520,118
Real estate held for sale, other liabilities - 405,074
___________ ___________
30,393,133 36,069,214
Minority interest in operating partnerships 264,112 315,004
Shareholders' equity:
Shares of Beneficial Interest, no par
value - authorized 5,000,000 shares,
issued - 1,806,349 shares including 3,507 in
treasury in 2005, and 1,795,909 shares
including 6,507 shares in treasury in 2004 9,648,572 9,599,697
Overdistributed income other than from
gain on the sale of real estate (1,955,471) (2,176,023)
Undistributed net realized gain from
sale of real estate 3,305,426 2,128,905
Cost of treasury shares (36,225) (67,212)
___________ ___________
10,962,302 9,485,367
___________ ___________
$41,619,547 $45,869,585
___________ ___________
___________ ___________
See accompanying notes.
Century Realty Trust and Subsidiaries
Consolidated Statements of Operations
Year ended December 31
2005 2004 2003
_________ __________ __________
Income:
Real estate operations:
Rental Income $10,478,582 $10,233,114 $9,745,507
Other income 213,960 180,108 169,108
___________ ___________ __________
10,692,542 10,413,222 9,914,615
Less:
Real estate operating expenses 4,956,079 4,921,806 4,820,743
Depreciation 1,423,884 1,418,720 1,456,135
Real estate taxes 1,096,361 1,018,211 1,375,129
___________ ___________ __________
7,476,324 7,358,737 7,652,007
___________ ___________ __________
3,216,218 3,054,485 2,262,608
Interest income 92,373 38,780 16,615
___________ ___________ __________
3,308,591 3,093,265 2,279,223
Expenses:
Interest 2,018,375 2,128,408 2,205,435
Mortgage loan extinguishment costs - 117,044 -
General and administrative expenses 769,711 730,887 633,873
___________ ___________ __________
2,788,086 2,976,339 2,839,308
___________ ___________ __________
Income (loss) before minority interest
and discontinued operations 520,505 116,926 (560,085)
Minority interest in operating
partnerships (17,314) 31,211 89,935
___________ ___________ __________
Income (loss) before
discontinued operations 503,191 148,137 (470,150)
Income (loss) from discontinued
operations, including gain on
sale of rental properties of
$2,045,423 in 2005 and $2,689,599
in 2004 2,335,855 2,498,930 (70,508)
___________ ___________ __________
Net income (loss) $2,839,046 $2,647,067 ($540,658)
___________ ___________ __________
___________ ___________ __________
Earnings (loss) per share -
basic and diluted:
Income (loss) before
discontinued operations $0.28 $0.08 ($0.26)
Income (loss) from
discontinued operations $1.30 $1.40 ($0.04)
___________ ___________ __________
Net income (loss) $1.58 $1.48 $0.30
___________ ___________ __________
___________ ___________ __________
See accompanying notes.
Century Realty Trust and Subsidiaries
Consolidated Statements of Shareholders' Equity
Undistributed
(Overdistributed) Undistributed
Income Other Net
Outstanding Than From Realized
Shares of Shares of Gain on Gain from Cost of
Benefical Benefical Sale of Sale of Treasury
Interest Interest Real Estate Real Estate Shares Total
___________________________________________________________________________
Balance at January 1, 2003 1,761,701 $9,472,832 ($920,316) $1,316,078 ($198,392) $9,670,202
Shares issued 9,389 76,850 - - - 76,850
Stock options exercised 10,700 (847) - - 110,522 109,675
Net loss for 2003 - - (540,658) - - (540,658)
Dividends ($.38 per share) - - (672,517) - - (672,517)
_________ __________ __________ __________ __________ __________
Balance at December 31, 2003 1,781,790 $9,548,835 ($2,133,491) $1,316,078 ($87,870) $8,643,552
Shares issued 5,612 49,920 - - - 49,920
Stock options exercised 2,000 942 - - 20,658 21,600
Net income (loss) for 2004 - - (42,532) 2,689,599 - 2,647,067
Dividends ($1.05 per share) - - - (1,876,772) - (1,876,772)
_________ __________ __________ __________ __________ __________
Balance at December 31, 2004 1,789,402 $9,599,697 ($2,176,023) $2,128,905 ($67,212) $9,485,367
Shares issued 10,440 47,462 - - - 47,462
Stock options exercised 3,000 1,413 - - 30,987 32,400
Net income for 2005 - - 793,623 2,045,423 - 2,839,046
Dividends ($.80 per share) - - (573,071) (868,902) - (1,441,973)
_________ __________ __________ __________ __________ __________
Balance at December 31, 2005 1,802,842 $9,648,572 ($1,955,471) $3,305,426 ($36,225) $10,962,302
See accompanying notes.
Century Realty Trust and Subsidiaries
Consolidated Statements of Cash Flows
Year ended December 31
2005 2004 2003
__________ __________ __________
Operating Activities
Net income (loss) $2,839,046 $2,647,067 ($540,658)
Adjustments to reconcile net
income (loss)to net cash provided by
operating activities:
Less gain on sale
of apartment property (2,045,423) (2,689,599) -
Depreciation and amortization 1,477,662 1,711,885 1,796,467
Write off unamortized costs of
mortgage loans extinguished - 56,572 -
Minority interest 17,314 (31,211) (89,935)
Changes in operating assets
and liabilities:
Restricted cash 736,720 (358,265) (150,018)
Accounts and accrued income
receivable (77,083) (69,237) (74,501)
Other assets (11,258) (76,106) (23,167)
Accounts payable and accrued
liabilities (226,406) 102,598 404,556
Tenants' security deposits and
unearned rent (77,371) 33,108 48,991
__________ __________ __________
Net cash provided by operations 2,633,201 1,326,812 1,371,735
Investing Activities:
Net proceeds from sales of property 7,700,909 2,989,586 -
Sale proceeds escrowed for possible
completion of 1031 exchange (3,234,065) - -
Purchase of property and improvements (695,415) (389,546) (389,675)
Lease principal payments received - 51,731 49,548
Net cash provided by (used in) __________ __________ __________
investing activities 3,771,429 2,651,771 (340,127)
Financing Activities:
Mortgage loan repaid with sale proceeds (3,966,400) - -
Net proceeds from mortgage
notes payable - 4,484,115 -
Mortgage loan balances refinanced - (4,410,439) -
Principal payments on mortgage
notes payable (1,254,359) (710,312) (664,591)
Sale of treasury shares 32,400 21,600 109,675
Distributions to minority interest (20,745) - (6,101)
Dividends paid to shareholders (1,441,973) (1,876,772) (671,183)
__________ __________ __________
Net cash used in
financing activities (6,651,079) (2,491,808) (1,232,200)
__________ __________ __________
Net increase (decrease) in cash
and cash equivalents (246,447) 1,486,775 (200,592)
Cash and cash equivalents
at beginning of year 3,037,234 1,550,459 1,751,051
__________ __________ __________
Cash and cash equivalents
at end of year $2,790,787 $3,037,234 $1,550,459
__________ __________ __________
__________ __________ __________
Supplemental Data:
Selected noncash activities related to
investing and financing activities
were as follows:
Issued 10,440, 5,612 and 9,389
shares of beneficial interest in
2005, 2004 and 2003, respectively, in
exchange for operating partnership
units (See Note 3) $47,462 $49,920 $76,850
See accompanying notes.
Century Realty Trust and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2005
1. Significant Accounting Policies
Organization and Management Agreements:
Century Realty Trust (the Trust) commenced operations under a Plan of
Reorganization as of January 1, 1973, as the successor in interest to
American National Trust and Republic National Trust. CRT Investments, Inc.
was formed as a wholly owned subsidiary in 2001. Century Realty Properties,
L.P., an Indiana limited partnership, was formed in 2001, with Century Realty
Trust as its manager and sole general partner and CRT Investments, Inc. as
its sole limited partner. During 2001, the Trust conveyed substantially all
of its investment properties to Century Realty Properties, L.P. Charter Oaks
Associates, LLC and CR Management, Inc. were formed as wholly owned
subsidiaries in 1997. CR Management, Inc. is the manager and sole general
partner of five partnerships (Porter Portfolio), each of which owns one
apartment property as its principal asset. As the sole general partner and
pursuant to each partnership agreement, the Trust, through its wholly owned
subsidiary, has full, exclusive and complete responsibility and discretion in
the management and control of each of these five partnerships. Control is
demonstrated by the ability of the general partner to manage day-to-day
operations, refinance debt and sell the assets of the partnerships without
the consent of the limited partners and the inability of the limited partners
to replace the general partner. Interests held by limited partners other
than the Trust in the five real estate partnerships are reflected as minority
interests in operating partnerships. Charter Oaks Associates, LLC holds
title to the Charter Oaks apartments in Evansville, Indiana, which the Trust
purchased in 1997.
The Trust owns and operates 13 residential rental properties and three
commercial properties throughout Indiana. The Trust also owns one restaurant
property in Florida. The Trust aggregates its properties into a single
investment property segment because the residential rental properties have
similar economic characteristics, facilities and services, and the restaurant
and commercial properties are not material to the consolidated financial
statements to warrant separate disclosure. All segment disclosures are
included in or can be derived from the Trust's consolidated financial
statements.
The residential rental properties owned and controlled by the Trust are
managed under agreements with Buckingham Management, LLC, an independent
property management firm. The agreements provide for management fees based
generally on gross rental collections (See Note 10).
Principles of Consolidation:
The accompanying consolidated financial statements include the accounts of
the Trust, and its wholly owned and controlled subsidiaries, including the
five operating partnerships controlled by CR Management, Inc. All significant
intercompany balances and transactions have been eliminated in consolidation.
Revenue Recognition:
The revenue of the Trust primarily consists of rental income associated with
short-term leases from apartments with terms generally of one year or less.
Rental income is recognized when earned.
Cash and Cash Equivalents:
Cash and cash equivalents include cash and short-term investments with
original maturities of less than 30 days.
Restricted Cash:
Restricted cash includes security deposit savings accounts, property completion
and replacement reserves, and real estate tax and insurance escrow accounts
held by lenders.
Unamortized Management Contracts:
Unamortized management contracts represent the allocation of the purchase
price related to the Porter Portfolio acquisition identifiable with obtaining
management of those properties (See Note 3). Amortization is computed by the
straight-line method for a 10 year period which is the number of years the
limited partners in the five controlled partnerships have to exchange their
operating partnership units (O.P. units) into shares of beneficial interest
of the Trust. The cumulative amortization was $525,699 and $460,664 at
December 31, 2005 and 2004, respectively.
Unamortized Mortgage Costs:
Unamortized mortgage costs represent costs incurred to acquire long-term
financing. Amortization is computed by the straight-line method based on the
terms of the loans which approximates the effective interest method. The
cumulative amortization was $191,895 and $197,987 at December 31, 2005 and
2004, respectively.
Real Estate Investments:
Real estate investments are stated on the basis of cost. Depreciation is
computed by the straight-line method based on estimated economic lives ranging
from 29 to 40 years for buildings and 3 to 15 years for equipment.
When an event or change in circumstance indicates that future undiscounted
cash flows and net realizable value is 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.
Real estate investments classified as held for sale are generally under
contract to be sold with a high probability of being consummated within one
year. Real estate held for sale is carried at the lower of cost, net of
accumulated depreciation, or fair market value less cost to dispose. Income
net of expenses related to real estate held for sale is classified on the
Statement of Operations as income or loss from discontinued operations.
Treasury Shares:
Treasury shares are carried at cost and shares reissued are removed based on
average cost. The difference between proceeds received on reissuance and the
average cost is credited or charged to shares of beneficial interest.
Income Taxes:
The Trust intends to continue to qualify as a real estate investment trust
as defined in the Internal Revenue Code and will distribute the majority of
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 Code, income so distributed will not
be taxable to the Trust. Accordingly, no provision for federal income taxes is
made in the consolidated financial statements.
For income tax purposes, distributions paid to shareholders consist of
ordinary income, capital gains, return of capital or a combination thereof.
Earnings and profits, which determine the taxability of dividends to
shareholders, differ from reported net income due to differences for tax
purposes in the estimated useful lives used to compute depreciation and the
carrying values of the depreciable properties.
No provision has been made for income taxes or related credits of the operating
partnerships, as the results of operations are includable in the tax returns
of the partners.
Net Income (loss) per Share:
Net income (loss) per share is computed in accordance with Statement of
Financial Accounting Standards No.128.
Stock Based Compensation:
As permitted by SFAS No. 123, Accounting for Stock Based Compensation the
Trust accounts for its trustee stock options using the intrinsic value method.
Accordingly, no compensation expense is recognized for stock options to the
extent the option exercise price equals fair value on the date of the grant.
If compensation expense for the Company's stock options had been determined
based on the fair value method of accounting, net income (loss) and earnings
(loss) per share would not have been materially impacted.
Use of Estimates:
The preparation of financial statements requires management to make estimates
and assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
Recently Issued Accounting Pronouncements:
In December 2004, the Financial Accounting Standards Board (FASB) issued
SFAS No. 123 (revised 2004), Share-Based Payment. SFAS No. 123(R), which is a
revision of SFAS No. 123, Accounting for Stock-Based Compensation, superseded
APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends SFAS
No. 95, Statements of Cash Flows. Statement No. 123R requires that all
share-based payments to employees, including grants of employee stock options,
be recognized in the financial statements based upon their fair value. The
current pro forma disclosure of the impact on earnings is no longer allowed.
The Statement will be effective for the Trust beginning in the first quarter
of 2006. Given the nature of the Trust's share based payments, the Trust
does not believe SFAS 123(R) will have a material impact on its results of
operations.
During 2005, the FASB issued FASB Interpretation No. 47, "Accounting for
Conditional Asset Retirement Obligations," an interpretation of FASB
Statement No. 143, Asset Retirement Obligations ("FIN 47"). FIN 47 became
effective for the year ended December 31, 2005 and provides clarification of
the term "conditional asset retirement obligation" as used in SFAS 143, defined
as a legal obligation to perform an asset retirement activity in which the
timing or method of settlement are conditional on a future event that may or
may not be within the control of the company. Under this standard, a company
must record a liability for a conditional asset retirement obligation if the
fair value of the obligation can be reasonably estimated. The adoption of
FIN 47 did not have a material effect on the Trust's consolidated financial
statements. Certain of the Trust's properties may contain asbestos. If these
properties were demolished, environmental regulations specify the manner in
which asbestos must be handled and disposed. Because the Trust's obligation
for handling the disposal of any asbestos has an indeterminable settlement
date, it is not able to reasonably estimate this asset retirement obligation.
2. Real Estate Investments
Real estate investments consist principally of apartments and commercial
properties in Indiana. In connection with these properties, the Trust is
principally a lessor using short-term operating leases. The Florida restaurant
property is currently operating under a net lease which will expire July 31,
2006.
3. Interest In Operating Partnerships
In 1997 the Trust, through its wholly owned subsidiary, CR Management, Inc.,
acquired from a single unrelated seller, the general partner interest in five
limited partnerships (the Porter Portfolio) each of which owned a single
apartment property as its principal asset.
The acquisition resulted in creating five new partnerships that issued, in
the aggregate, 286,908 O.P. units to the selling partnerships for their
contribution of net assets to the newly formed partnerships. At the date of
acquisition, the market value of the Trust's shares of beneficial interest was
$11.625 per share.
The acquisition agreement provided that the Trust would use it best efforts
to grant to each beneficial owner of O.P. units, commencing two years after
closing, the right to exchange those units on a one for one basis for shares
of beneficial interest of the Trust.
Such exchange rights were granted in December, 1999, effective January 1,
2000 and on the first day of each quarter thereafter, and will exist until
November 27, 2007, at which time the Trust may, at its option, require the
exchange of any remaining outstanding O.P. units. Through December 31, 2005,
holders of 252,821 O.P. units have elected to exchange their units for shares
of beneficial interest. The Trust repurchased 13,793 of those shares, for a
total cost of $162,986, from residents of certain states with which the Trust
elected not to register its shares. As a result of the exchanges, the Trust
owned 88.1% of the limited partnership interests in the Porter Portfolio
partnerships at December 31, 2005.
Due to the level of control that the Trust has over the activities and
operations of each of these partnerships included in the Porter Portfolio,
the financial position and results of operations of those partnerships are
included in the consolidated financial statements of the Trust from the date
of their acquisition. The equity interest that the Trust does not own is
described in the consolidated financial statements as the minority interest
in operating partnerships.
4. Discontinued Operations
In April 2004, the Trust sold Park Plaza, a 176-unit apartment community in
Indianapolis, and in December 2004, entered into contracts with separate
unrelated parties to sell Fox Run, a 256-unit apartment community in
Indianapolis, and a restaurant property in Indianapolis. The restaurant
property was sold in July 2005, for $850,000 before the payment of any
transaction costs, resulting in a gain of approximately $601,000. The
Fox Run apartments were sold in December 2005, for $7,273,750 before the
payment of any transaction costs, resulting in a gain of approximately
$1,444,000. After closing costs and repayment of the mortgage loan on Fox Run,
$3,234,065 was placed in escrow with a qualified intermediary to be held for
investment in replacement property in accordance with the tax free exchange
provisions of the Internal Revenue Code.
In accordance with provisions of FASB Statement No. 144, Accounting for the
Impairment or Disposal of Long Lived Assets, the above properties were
classified in the Trust's balance sheets as Real Estate Held for Sale.
The results of operations are separately classified for all periods presented
as discontinued operations.
The following is a summary of the income (loss) from operations of Park Plaza,
Fox Run and the restaurant property:
Year Ended December 31
2005 2004 2003
____ ____ ____
Rental income $1,224,537 $1,560,248 $2,016,519
Other income 33,248 58,173 73,906
Income from financing leases - 8,856 16,548
__________________________________
1,257,785 1,627,277 2,106,973
Less:
Rental operating expenses 787,251 1,034,640 1,404,105
Provision for depreciation - 246,969 292,901
Real estate taxes (77,826) 346,843 281,460
Interest expense 257,918 189,494 199,015
__________________________________
967,353 1,817,946 2,177,481
__________________________________
Income (loss) from discontinued
operations, before gain on sale 290,432 (190,669) (70,508)
Gain on sale of rental property 2,045,423 2,689,599 -
__________________________________
Income (loss) from discontinued
operations $2,335,855 $2,498,930 $ (70,508)
__________________________________
__________________________________
5. Mortgage Notes Payable
Mortgage notes are payable in monthly installments, including interest at
rates ranging from 4.95% to 9% per annum, and mature from April 1, 2006 to
August 1, 2037. At December 31, 2005 and 2004, mortgage notes payable by the
Trust amounted to $27,805,711 and $33,026,470, respectively. The aggregate
amount of long-term debt maturities for each of the five years after
December 31, 2005 is: 2006, $6,035,358; 2007, $527,509; 2008, $6,306,314;
2009, $738,474; 2010, $385,423 and thereafter $13,812,633. The Trust plans
to meet its obligations as they become due in 2006 through using current cash
on hand (including cash held in escrow at December 31, 2005, as described
further in Note 9) or through re-financing the outstanding indebtedness on
the respective properties pending the outcome of the proposed sale of
substantially all of the assets of the Trust.
At December 31, 2004, the Fox Run apartment complex had an outstanding mortgage
note payable of $4,573,800. During 2005, the Trust extended the mortgage note
payable due date on the Fox Run apartment complex and simultaneously paid down
the mortgage note by $500,000. In connection with the sale of the Fox Run
apartments, the Trust repaid in its entirety, the $3,966,400 outstanding
balance on the Fox Run mortgage. There was no outstanding mortgage debt
related to the Indiana restaurant property that was sold in July 2005.
A mortgage loan on the Chester Heights apartments that provided for monthly
payments of $9,986, including 8.125% interest, matured in October 2004 with
an unpaid balance of $731,787. That balance was repaid with the proceeds of
a new $731,787 mortgage loan from the same lender, repayable in monthly
installments, including interest, until it matures in October 2009 with the
balance due at maturity. The interest rate and monthly payment amount is
adjusted annually. In November 2005, the monthly payment was adjusted to
$10,124, including interest at the new rate of 6.83%. Without further
adjustments the balance due at maturity would be $303,291.
Two of the mortgage loans from the Porter Portfolio totaling $3,684,450
were repaid during 2004 using the proceeds of two new fixed rate long-term
mortgage loans approximately totaling $3,978,400. The new loans allowed the
Porter Portfolio to reduce their aggregate average interest rate from
approximately 7.6% to 6.4%. In connection with the refinancing, the two
respective partnerships wrote-off unamortized costs of $56,572 and incurred
loan prepayment premiums of $60,471.
Cash paid for interest was $2,192,026, $2,357,631, and $2,411,133 for the
years ended December 31, 2005, 2004, and 2003, respectively.
At December 31, 2005, approximately $31,190,600 of the real estate investments,
after allowances for depreciation, represent collateral for the mortgage notes
payable.
6. 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. None of the options were exercised in 2005.
In May 2004, the Board of Trustees granted a newly elected Trustee, an option
to purchase 5,000 shares of beneficial interest exercisable on or before May 5,
2007, at $10.80 per share, the fair market value at the date of grant. Options
for 2,000 shares were exercised in December 2004 and the remaining options for
3,000 shares were exercised in January 2005.
7. Fair Values of Financial Instruments
The following methods and assumptions were used by the Trust in estimating
its fair value disclosures for financial instruments:
Cash, Cash Equivalents and Restricted Cash: The carrying amount reported in the
balance sheets for cash and cash equivalents approximates fair value.
Mortgage Notes Payable: The fair values of the Trust's mortgage notes payable
are estimated using discounted cash flow analyses, based on the Trust's current
incremental borrowing rates for similar types of borrowing arrangements.
The carrying amounts and fair values of the Trust's financial instruments are
as follows:
December 31, 2005
_________________________
Carrying Fair
Amount Value
_________________________
Cash and cash equivalents $ 2,790,787 $ 2,790,000
Restricted cash 1,580,045 1,580,000
Escrow for possible completion of 1031 exchange 3,234,065 3,234,000
Mortgage notes payable 27,805,711 27,775,000
December 31, 2004
_________________________
Carrying Fair
Amount Value
_________________________
Cash and cash equivalents $ 3,037,234 $ 3,037,000
Restricted cash 1,885,865 1,885,000
Mortgage notes payable 33,026,470 33,437,000
8. Earnings (Loss) Per Share
A reconciliation of the numerator and denominator of the earnings (loss) per
share computation is as follows:
2005 2004 2003
____________________________________
Numerator net income (loss):
Numerator for basic and diluted
earnings (loss) per share $2,839,046 $2,647,067 $ (540,658)
____________________________________
____________________________________
Denominator:
Denominator for basic earnings
(loss) per share-weighted average
shares 1,800,456 1,786,602 1,774,987
Effect of dilutive securities:
Stock options 120 747 -
____________________________________
Denominator for diluted earnings
(loss) per share-adjusted weighted
average shares and assumed
conversions 1,800,576 1,787,349 1,774,987
____________________________________
____________________________________
Basic earnings (loss) per share $ 1.58 $ 1.48 $ (0.30)
____________________________________
____________________________________
Diluted earnings (loss) per share $ 1.58 $ 1.48 $ (0.30)
____________________________________
____________________________________
9. Federal Income Taxes
The Trust initially intended to use the proceeds from the sale of the Park
Plaza apartments in April, 2004 and the former restaurant property in July
2005 to acquire replacement investment property in qualified tax free
exchanges. The Trust was unable to acquire suitable replacements, and
subsequently declared and paid special cash distributions of $1.05 per share
in 2004 and $.80 per share in 2005, amounts management believed would
approximate the otherwise taxable income of the Trust for 2004 and 2005.
The Trust initially intended to use the net proceeds from the sale of the
Fox Run apartments in December 2005, to acquire replacement property in a
qualified tax-free exchange. Because of the subsequent event described in
Note 10, the Trust will, instead, use those proceeds to retire a mortgage
loan that will mature with a balance due of $3,314,000 on April 1, 2006.
10.Subsequent Event - Proposed Sale of All Apartments and Commercial Real
Estate - Unaudited
On March 17, 2006 the Trust and its subsidaries 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 (See Note 1).
The Board of Trustees will consider the appropriate use for the proceeds
from the sale, including the possible termination and liquidation of the
Trust and distribution of the proceeds to its shareholders. Termination of
the Trust requires shareholder approval.
The sale is conditioned upon satisfactory completion of due diligence,
negotiation of mutually acceptable definitive documentation, certain
regulatory approvals and shareholder approval. Management expects that
the sale could be completed in the second or third calendar quarter of 2006.
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.
Report of Independent Registered Public Accounting Firm
The Shareholders and Board of Trustees
Century Realty Trust
We have audited the accompanying consolidated balance sheets of Century
Realty Trust and Subsidiaries (the Trust) as of December 31, 2005 and 2004,
and the related consolidated statements of operations, shareholders' equity,
and cash flows for each of the three years in the period ended December 31,
2005. Our audits also included the financial statement schedule listed in
the Index at Item 15(a). These financial statements are the responsibility
of the Trust's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
We were not engaged to perform an audit of the Trust's internal control over
financial reporting. Our audits included consideration of internal control
over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Trust's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Century Realty Trust and Subsidiaries at December 31, 2005 and 2004, and
the consolidated results of their operations and their cash flows for each
of the three years in the period ended December 31, 2005, in conformity with
U.S. generally accepted accounting principles. Also, in our opinion, the
related financial statement schedule, when considered in relation to the
basic financial statements taken as a whole, presents fairly in all material
respects the information set forth therein.
/s/ Ernst & Young, LLP
_________________________________________________________________________
February 24, 2006
Indianapolis, IN
________________
SCHEDULE III--REAL ESTATE AND ACCUMULATED DEPRECIATION
CENTURY REALTY TRUST
December 31, 2005
Col. B Col. C Col. D
Cost Capitalized
Initial Cost to Company Subsequent to
Acquisition
_______________________ _____________________
Buildings
and Carrying
Description Encumbrances Land Improvements Improvements Costs
__________________________________________ _____________ __________ ___________ ____________ ________
Garden apartments (no. of units):
Chester Heights (110), Richmond, IN $634,501 $46,585 $852,500 $321,119 $ ---
Park Forest (64), Marion, IN 703,443 57,800 517,200 407,842 ---
Fontenelle (176), Kokomo, IN --- 128,000 1,622,000 1,271,005 ---
Driftwood Park (48), Indianapolis, IN 505,183 117,000 1,168,308 250,244 ---
Regency Royale (132), Mishawaka, IN 1,655,397 125,000 3,638,499 248,156 ---
Creek Bay (208), Indianapolis, IN 6,113,044 340,940 7,101,480 248,167 ---
Eagle Creek Park (188), Indianapolis, IN 4,636,600 378,000 5,679,172 555,967 ---
Charter Oaks (192), Evansville, IN 3,328,351 241,500 4,851,716 284,653 ---
Barcelona (64), Kokomo, IN 1,247,824 59,200 1,350,384 123,987 ---
Beech Grove (182), Jeffersonville, IN 2,652,176 469,000 3,612,360 340,403 ---
Hampton Court (92), Indianapolis, IN 1,321,424 225,600 1,481,900 90,278 ---
Sheffield Square (152), New Albany, IN 3,143,661 227,000 4,020,424 275,459 ---
West Wind Terrace (96), Indianapolis, IN 1,306,457 136,700 1,610,241 289,741 ---
Commercial (square feet):
Office/Warehouse (38,000), Carmel, IN 557,650 54,000 446,075 179,798 ---
Office (17,000), Indianapolis, IN --- 71,500 457,818 145,330 ---
Office (34,000), Indianapolis, IN --- 348,725 1,184,344 185,096 ---
Net leased restaurant (square feet):
Miami Subs (3,500), Longwood, FL --- 113,479 54,026 --- ---
___________ __________ ___________ __________ ________
27,805,711 3,150,144 39,648,447 5,207,130 ---
Equipment--various locations --- --- 407,266 365,009 ---
___________ __________ ___________ __________ ________
TOTAL REAL ESTATE INVESTMENTS $27,805,711 $3,150,144 $40,055,713 $5,572,139 $ ---
___________ __________ ___________ __________ ________
___________ __________ ___________ __________ ________
Undeveloped land - various locations $ $99,675 $ $ $ ---
___________ __________ ___________ __________ ________
___________ __________ ___________ __________ ________
SCHEDULE III--REAL ESTATE AND ACCUMULATED DEPRECIATION
CENTURY REALTY TRUST
December 31, 2005
Col. E Col. F Col. G Col. H Col.I
Gross Amount at Which
Carried at Close of Period Life on Which
___________________________________ Depreciation in
Buildings Latest Income
and Accumulated Date of Date Statements
Description Land Improvements Total Depreciation Construction Acquired Is Computed
__________________________________________ __________ ___________ ___________ ____________ ____________ ________ _____________
<c> <c> <c> <c> <c> <c>
Garden apartments (no. of units):
Chester Heights (110), Richmond, IN $46,585 $1,173,619 $1,220,204 $1,037,908 1965 01/73 31 years
Park Forest (64), Marion, IN 57,800 925,042 982,842 787,442 1962 01/73 31 years
Fontenelle (176), Kokomo, IN 128,000 2,893,005 3,021,005 2,515,272 1966 01/73 29 years
Driftwood Park (48), Indianapolis, IN 117,000 1,418,552 1,535,552 792,980 1963 09/89 28 years
Regency Royale (132), Mishawaka, IN 125,000 3,886,655 4,011,655 1,250,698 1983 06/93 40 years
Creek Bay (208), Indianapolis, IN 340,940 7,349,647 7,690,587 2,233,161 1992 12/93 40 years
Eagle Creek Park (188), Indianapolis, IN 378,000 6,235,139 6,613,139 1,924,774 1974 03/94 40 years
Charter Oaks (192), Evansville, IN 241,500 5,136,369 5,377,869 1,122,573 1984 06/97 40 years
Barcelona (64), Kokomo, IN 59,200 1,474,371 1,533,571 320,329 1971 11/97 33 years
Beech Grove (182), Jeffersonville, IN 469,000 3,952,763 4,421,763 816,438 1973 11/97 33 years
Hampton Court (92), Indianapolis, IN 225,600 1,572,178 1,797,778 331,572 1980 11/97 33 years
Sheffield Square (152), New Albany, IN 227,000 4,295,883 4,522,883 892,787 1974 11/97 33 years
West Wind Terrace (96), Indianapolis, IN 136,700 1,899,982 2,036,682 369,104 1967 11/97 33 years
Commercial (square feet):
Office/Warehouse (38,000), Carmel, IN 54,000 625,873 679,873 472,843 1972 10/77 33 years
Office (17,000), Indianapolis, IN 71,500 603,148 674,648 308,417 1966 07/86 33 years
Office (34,000), Indianapolis, IN 348,725 1,369,440 1,718,165 324,383 1975 05/97 40 years
Net leased restaurant (square feet):
Miami Subs (3,500), Longwood, FL 113,479 54,026 167,505 41,280 1978 01/79 10 years
__________ ___________ ___________ ___________
3,140,029 44,865,692 48,005,721 15,541,961
Equipment--various locations --- 772,275 772,275 384,602 Various Various 3-15 years
__________ ___________ ___________ ___________
TOTAL REAL ESTATE INVESTMENTS $3,140,029 $45,637,967 $48,777,996(A) $15,926,563(A)
__________ ___________ ___________ ___________
__________ ___________ ___________ ___________
Undeveloped land - various locations $99,675 $ $99,675(B) $ N/A 01/73 N/A
__________ ___________ ___________ ___________
__________ ___________ ___________ ___________
(A) The aggregate carrying value for tax purposes is $27,973,719
(B) The aggregate carrying value for tax purposes is $72,522
SCHEDULE III--REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
CENTURY REALTY TRUST
December 31, 2005
Total Land,
Buildings Buildings
and and Accumulated Undeveloped
Land Improvements Improvements Equipment Depreciation Land
__________ ____________ ____________ ___________ ____________ ____________
Balance January 1, 2003 $3,776,383 $53,328,753 $57,105,136 $1,159,609 $15,984,984 $99,675
Additions:
Improvements --- 245,840 245,840 143,835 --- ---
Depreciation --- --- --- --- 1,676,226 ---
Deductions:
Fully amortized costs --- 309,680 309,680 262,996 572,676 ---
__________ ____________ ____________ ___________ ____________ ____________
Balance December 31, 2003 3,776,383 53,264,913 57,041,296 1,040,448 17,088,534 99,675
Additions:
Improvements --- 346,021 346,021 90,946 --- ---
Depreciation --- --- --- --- 1,592,786 ---
Deductions:
Property sold 101,860 1,965,316 2,067,176 79,831 1,681,596
Fully amortized costs --- 169,607 169,607 65,611 235,218 ---
__________ ____________ ____________ ___________ ____________ ____________
Balance December 31, 2004 3,674,523 51,476,011 55,150,534 985,952 16,764,506 99,675
Additions:
Improvements --- 582,839 582,839 112,577 --- ---
Depreciation --- --- --- --- 1,353,271 ---
Deductions:
Property sold 534,494 6,953,929 7,488,423 235,388 1,861,117
Fully amortized costs --- 239,230 239,230 90,866 330,097 ---
__________ ____________ ____________ ___________ ____________ ____________
Balance December 31, 2005 $3,140,029 $44,865,691 $48,005,720 $772,275 $15,926,563 $99,675
__________ ____________ ____________ ___________ ____________ ____________
__________ ____________ ____________ ___________ ____________ ____________
EXHIBIT 10.3
TRUSTEE'S OPTION TO PURCHASE SHARES
CENTURY REALTY TRUST, an Indiana business trust, hereby grants to Michael
W. Malafronte of 200 E. 66th St., Apt. C1602, New York, New York 10021
(hereinafter "the grantee"), the option to purchase shares of beneficial
interest (hereinafter "the shares") in Century Realty Trust (hereinafter
"the grantor") on the following terms and conditions:
1. Shares Subject To Option. This option shall apply to 5,000
shares of treasury stock, to the extent there are a sufficient number
of treasury shares to fund this option.
2. Authorization and Consideration. This option is granted
pursuant to a resolution of the Board of Trustees of grantor which
was adopted on May 4, 2005. No monetary consideration has been paid
by grantee for this option. Grantee is as of the date hereof a duly
elected, qualifying and acting trustee of grantor.
3. Purchase Price For Shares. The purchase price for any shares
purchased pursuant to this option shall be $18.95 per share, that being
by stipulation and agreement of the parties hereto the fair market value
of the shares as of the option date.
4. Duration Of Option. This option shall be effective on and after
May 4, 2005, which date is herein called the "grant date". This option
shall expire three years from the grant date, on May 3, 2008, said date
of expiration being herein called the "expiry date". The duration of
this option shall not be affected by the death of grantee, nor by the
termination of grantee's status as a trustee of grantor.
5. Manner of Exercise. Grantee may exercise this option, with
or without notice to grantor, at 320 N. Meridian Street, Suite 823,
Indianapolis, Indiana, 46204, (or at such other address as grantor may
from time to time designate) at any time selected by grantee on or
after the grant date and prior to the expiry date. Said notice shall
indicate the number of shares grantee wishes to purchase, and be
accompanied by payment to grantor for the shares being purchased.
6. Method Of Payment. Payment for any shares purchased by grantee
pursuant to this option shall be made in cash, check or money order, or
such other form of payment as would constitute "good funds" in normal
commercial transactions. The date on which the purchase price is
received by grantor shall constitute the purchase date. Upon payment
for any shares purchased pursuant to this option, grantor shall cause
share certificate(s) for the shares purchased to be issued to grantee,
or his nominee, in negotiable form, subject only to proper notation
for the restrictions set out in paragraph 7 below.
7. Restrictions On Dividend And Voting Rights. The holder of
any shares issued by the grantor pursuant to this option shall not be
deemed to be the record owner of such shares, for the purpose of being
entitled to dividends or other cash distributions from the Trust, or for
voting rights, until ninety (90) days following the purchase date as defined
in paragraph 6 above. The date on which the holder of the shares issued
pursuant to this option becomes the record owner for dividends, other cash
distributions and voting rights shall be known as the "vesting date".
Shares issued pursuant to this option shall be assignable prior to the
vesting date, but shall carry a notation indicating the restrictions set
out in this paragraph.
8. Partial Exercise. Grantee shall not be obligated to purchase
all shares subject to this option at one time, but may, at grantee's
option, purchase as few as 100 shares at any one time. Any partial
exercise of this option may be made at any intervals grantee may select,
but not more frequently than once in each calendar quarter. Any shares
not purchased following a partial exercise of this option shall remain
subject to the terms of this option until the expiry date.
9. Status of Expiry Date. After the expiry date, as noted above,
all shares not purchased shall no longer be subject to this option.
10. Successors and Assigns. This option shall be binding on the
grantor and its successors and its assigns.
11. Assignability Of Option. This option shall be fully assignable
by grantee, at any time after the grant date, but partial assignments
shall not be made. This option shall inure to the benefit of grantee's
heirs, successors and assigns.
IN WITNESS WHEREOF, the Grantor has executed this option to purchase
shares as of the 4th day of May 2005.
CENTURY REALTY TRUST
By: /S/ John I. Bradshaw, Jr.
_________________________
President
/S/ John W. Adams
_________________________
Secretary
"GRANTOR"
EXHIBIT 10.4
TRUSTEE'S OPTION TO PURCHASE SHARES
CENTURY REALTY TRUST, an Indiana business trust, hereby grants to Neil
C. McKinnon of 665 Third Street, Ste. 450, San Francisco, California 94107
(hereinafter "the grantee"), the option to purchase shares of beneficial
interest (hereinafter "the shares") in Century Realty Trust (hereinafter
"the grantor") on the following terms and conditions:
1. Shares Subject To Option. This option shall apply to 5,000
shares of treasury stock, to the extent there are a sufficient number
of treasury shares to fund this option.
2. Authorization and Consideration. This option is granted
pursuant to a resolution of the Board of Trustees of grantor which
was adopted on May 4, 2005. No monetary consideration has been paid
by grantee for this option. Grantee is as of the date hereof a duly
elected, qualifying and acting trustee of grantor.
3. Purchase Price For Shares. The purchase price for any shares
purchased pursuant to this option shall be $18.95 per share, that being
by stipulation and agreement of the parties hereto the fair market value
of the shares as of the option date.
4. Duration Of Option. This option shall be effective on and after
May 4, 2005, which date is herein called the "grant date". This option
shall expire three years from the grant date, on May 3, 2008, said date
of expiration being herein called the "expiry date". The duration of
this option shall not be affected by the death of grantee, nor by the
termination of grantee's status as a trustee of grantor.
5. Manner of Exercise. Grantee may exercise this option, with
or without notice to grantor, at 320 N. Meridian Street, Suite 823,
Indianapolis, Indiana, 46204, (or at such other address as grantor may
from time to time designate) at any time selected by grantee on or
after the grant date and prior to the expiry date. Said notice shall
indicate the number of shares grantee wishes to purchase and be
accompanied by payment to grantor for the shares being purchased.
6. Method Of Payment. Payment for any shares purchased by grantee
pursuant to this option shall be made in cash, check or money order, or
such other form of payment as would constitute "good funds" in normal
commercial transactions. The date on which the purchase price is
received by grantor shall constitute the purchase date. Upon payment
for any shares purchased pursuant to this option, grantor shall cause
share certificate(s) for the shares purchased to be issued to grantee,
or his nominee, in negotiable form, subject only to proper notation
for the restrictions set out in paragraph 7 below.
7. Restrictions On Dividend And Voting Rights. The holder of
any shares issued by the grantor pursuant to this option shall not be
deemed to be the record owner of such shares, for the purpose of being
entitled to dividends or other cash distributions from the Trust, or for
voting rights, until ninety (90) days following the purchase date as defined
in paragraph 6 above. The date on which the holder of the shares issued
pursuant to this option becomes the record owner for dividends, other cash
distributions and voting rights shall be known as the "vesting date".
Shares issued pursuant to this option shall be assignable prior to the
vesting date, but shall carry a notation indicating the restrictions set
out in this paragraph.
8. Partial Exercise. Grantee shall not be obligated to purchase
all shares subject to this option at one time, but may, at grantee's
option, purchase as few as 100 shares at any one time. Any partial
exercise of this option may be made at any intervals grantee may select,
but not more frequently than once in each calendar quarter. Any shares
not purchased following a partial exercise of this option shall remain
subject to the terms of this option until the expiry date.
9. Status of Expiry Date. After the expiry date, as noted above,
all shares not purchased shall no longer be subject to this option.
10. Successors and Assigns. This option shall be binding on the
grantor and its successors and its assigns.
11. Assignability Of Option. This option shall be fully assignable
by grantee, at any time after the grant date, but partial assignments
shall not be made. This option shall inure to the benefit of grantee's
heirs, successors and assigns.
IN WITNESS WHEREOF, the Grantor has executed this option to purchase
shares as of the 4th day of May 2005.
CENTURY REALTY TRUST
By: /S/ John I. Bradshaw, Jr.
_________________________
President
/S/ John W. Adams
_________________________
Secretary
"GRANTOR"