SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended September 30, 1996 Commission File Number 0-7716 CENTURY REALTY TRUST (Exact name of Registrant as specified in its charter) INDIANA 35-1284316 (State or other jurisdiction of (I.R.S. Employer Incorporation or organization) Identification No.) 823 Chamber of Commerce Building 46204 Indianapolis, Indiana (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code (317)632-5467 Indicate by check mark whether this registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and(2) has been subject to such filing requirements for the past 90 days. YES X NO __. Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date. Shares of Beneficial Interest, no par value 1,453,939 shares BALANCE SHEETS Century Realty Trust September December 30, 1996 31, 1995 ___________ ___________ Unaudited Assets Real estate investments: Land $2,068,658 $2,068,658 Buildings 32,963,284 32,778,431 Equipment 853,080 765,401 Allowances for depreciation (7,341,790) (6,511,045) ____________ ____________ 28,543,232 29,101,445 Net investment in direct financing leases 453,687 483,977 ____________ ____________ 28,996,919 29,585,422 Cash and cash equivalents 311,531 189,929 Certificates of deposit 689,618 293,946 Accounts and accrued income receivable 271,682 309,873 Undeveloped land 99,675 99,675 Other assets 480,971 283,238 ____________ ____________ $30,850,396 $30,762,083 ____________ ____________ ____________ ____________ Liabilities and shareholders' equity Liabilities: Mortgage notes payable $20,528,533 $19,748,063 Notes payable - other 0 $700,762 Accounts payable and accrued compensation 314,374 298,553 Accrued interest 130,360 132,056 State income and property taxes 1,176,308 972,368 Tenants' security deposits and unearned rent 419,312 424,830 ____________ ____________ 22,568,887 22,276,632 Shareholders' equity: Shares of Beneficial Interest, no par value-authorized 5,000,000 shares, issued 1,529,353 shares, including 75,414 shares in treasury (77,414 shares at December 31, 1995) 6,249,104 6,245,289 Undistributed income other than from gain on the sale of real estate 1,232,346 1,453,788 Undistributed net realized gain from the sale of real estate 1,316,078 1,316,078 Cost of treasury shares (516,019) (529,704) ____________ ____________ 8,281,509 8,485,451 ____________ ____________ $30,850,396 $30,762,083 ____________ ____________ ____________ ____________ See accompanying notes. STATEMENTS OF INCOME Century Realty Trust Unaudited Three Months Nine Months Ended September 30, Ended September 30, _____________________ _____________________ 1996 1995 1996 1995 __________ __________ __________ __________ Income Real estate operations: Rental Income $2,031,952 $1,981,489 $6,056,287 $5,517,306 Income from direct financial Leases 15,212 16,427 45,637 49,281 __________ __________ __________ __________ 2,047,164 1,997,916 6,101,924 5,566,587 Less: Real estate operating expenses 802,369 739,337 2,307,935 2,047,634 Provision for depreciation 277,590 276,480 832,770 783,720 Real estate taxes 220,213 220,191 660,303 616,464 __________ __________ __________ __________ 1,300,172 1,236,008 3,801,008 3,447,818 __________ __________ __________ __________ 746,992 761,908 2,300,916 2,118,769 Interest 10,966 6,657 29,714 22,104 Sundry 38,671 42,370 120,448 107,097 __________ __________ __________ __________ 796,629 810,935 2,451,078 2,247,970 Expenses Interest 464,552 481,595 1,393,712 1,290,051 State income taxes 35,277 36,210 105,785 102,205 General and administrative 94,665 93,489 286,120 279,625 __________ __________ __________ __________ 594,494 611,294 1,785,617 1,671,881 __________ __________ __________ __________ Net income $202,135 $199,641 $665,461 $576,089 __________ __________ __________ __________ __________ __________ __________ __________ Net income per share of Beneficial Interest $0.14 $0.14 $0.46 $0.42 __________ __________ __________ __________ __________ __________ __________ __________ Weighted average number of shares outstanding 1,453,642 1,381,351 1,453,593 1,381,351 See accompanying notes. STATEMENTS OF CASH FLOW Century Realty Trust Unaudited Nine Months Ended September 30, _______________________ 1996 1995 ___________ ___________ Operating Activities Net income $665,461 $576,089 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 853,716 803,383 Changes in operating assets and liabilities: Decrease (increase) in accounts and income receivable 38,191 (101,402) Increase in prepaid expenses and other (220,704) (148,198) Increase in accounts payable and accrue 210,944 373,557 Increase (decrease) in tenants' security deposits and unearned rents (5,518) 56,811 ___________ ___________ Net cash provided by operations 1,542,090 1,560,240 Investing Activities Investment in certificates of deposit (1,678,219) (1,381,639) Proceeds from matured certificates of deposit 1,282,547 988,814 Acquisition of real estate, net of debt assumed 0 (5,964,916) Purchase of property improvements and replacements (272,532) (356,892) Principal payments received under leases 30,290 26,646 ___________ ___________ Net cash used in investing activities (637,914) (6,687,987) Financing Activities Proceeds from sale of treasury shares 17,500 0 Short-term bank borrowing (700,762) 545,762 Proceeds from long-term mortgage loans 2,987,537 5,368,000 Principal payments on mortgage notes payable (2,207,067) (183,921) Dividends paid to shareholders (879,782) (529,622) ___________ ___________ Net cash provided by (used in) financing activities (782,574) 5,200,219 ___________ ___________ Net increase (decrease) in cash and cash equivalents 121,602 72,472 Balance at beginning of period 189,929 58,491 ___________ ___________ Balance at end of period $311,531 $130,963 ___________ ___________ ___________ ___________ See accompanying notes. NOTES TO FINANCIAL STATEMENTS CENTURY REALTY TRUST Unaudited NOTE 1 - REAL ESTATE INVESTMENT TRANSACTIONS On March 31, 1995, the Trust purchased the Fox Run Apartments, a 256-unit garden apartment property in Indianapolis, Indiana. The purchase price was $6.9 million including prorations and assumed liabilities of approximately $240,000. The balance of the purchase price consisted of a new 9.5%, 10-year first mortgage loan for $5.4 million from a bank, and 70,588 unregistered shares of beneficial interest valued at $600,000. To complete the purchase, the Trust, under a $1 million line of credit, borrowed approximately $700,000 from a bank which it repaid in May, 1996 with proceeds from refinancing other real estate. NOTE 2 - MORTGAGE NOTES PAYABLE Eight of the Trust's properties are encumbered by mortgage loans that are payable in monthly installments totaling approximately $177,600, including interest at rates ranging from 8.125% to 9.75% per annum, and which mature from April, 1998 to October, 2006. The approximate aggregate amount of scheduled mortgage principal repayments for the fourth quarter of 1996 is $88,000. A variable rate interest-only mortgage loan with a balance of $2 million that matured in 1996 was paid off in September with the proceeds of a new $2.25 million fixed rate long-term amortizing mortgage loan on the same property. The new loan provides for a repayment schedule that will reduce the principal balance to approximately $1.65 million at its maturity date in October, 2006. NOTE 3 - FEDERAL INCOME TAXES The Trust intends to continue as a real estate investment trust as defined in the Internal Revenue Code and to distribute substantially all of its income, which would otherwise be taxable. Assuming compliance with other requirements of the Code, income distributed will not be taxable to the Trust. Accordingly, no provision for federal income taxes is made in the financial statements. 								 								 								 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS INVESTMENT ACTIVITY The changes in the financial condition of the Trust, and the results of its operations for the nine months ended September 30, 1996 and 1995 resulted primarily from an investment property transaction in 1995. On March 31, 1995, the Trust purchased the Fox Run apartments, a 256-unit property in Indianapolis, Indiana for $6.9 million. Including the cost of certain improvements, the total acquisition cost was $7,036,000 ( $27,485 per unit). With the addition of Fox Run, the Trust increased the number of apartments it owns by 23% to 1,358 units and the number of apartment properties to nine, all of which are located in Indiana. FINANCING ACTIVITY The purchase of the Fox Run apartments in 1995 was financed by a combination of long-term and short-term loans. Approximately 75% of the purchase price was paid with proceeds of a new 9.5%, ten-year first mortgage loan. Short-term financing included approximately $700,000 borrowed from a bank under an unsecured line of credit, that the Trust repaid on May 16, 1996 with proceeds from refinancing one of its other properties. Also, in connection with the purchase of Fox Run, the Trust issued 70,588 unregistered shares of beneficial interest worth $600,000. RESULTS OF OPERATIONS For the three quarters of 1996, the Trust reported a 9.7% increase in rental income over the comparable 1995 period. Rental income derived from the Fox Run apartments during the 1996 period, accounted for 75% of the increase. In spite of a $49,000 increase in the provision for depreciation, all of which related to the Fox Run apartments, reported net income increased by $89,000, or $.04 per share. Of the total increase in net income. $57,000 (64%) was due to improved operating results of the core properties (properties owned throughout the nine months of 1996 and 1995). The Fox Run apartments acquired in 1995, and financing activities related thereto, accounted for an increase in net income of $32,000, or $.02 per share, after an increase in provision for depreciation of $49,000. The eight apartment properties (1,102 units) that the Trust owned throughout the first three quarters of 1996 and 1995 experienced average nine-month economic occupancy rates of 96.1% and 96.5% for the two periods, respectively. Average rental rates increased 3.2% for those properties over the prior year period. The combined effect of lower occupancy rates and higher rental rates resulted in a 2.7% increase in gross revenue from the core group of apartments. Operating expenses, excluding interest and depreciation, for the same properties amounted to 46.6% of gross possible income for the first half of 1996, up slightly from 46.5% for the prior year period, and amounted to an increase of 3.4% in total operating expenses. 								 For the third quarter, income from real estate operations, decreased by $15,000, or 2.0%, from the comparable quarter of 1995. The decrease resulted primarily from a lower overall economic occupancy rate in the residential properties, and increased operating expenses compared with the third quarter a year ago. While rental rates increased by an average of 4.7%, economic occupancy declined from 97.1% during the third quarter of 1995 to 94.8% for the 1996 period . Apartment operating expenses increased by 6.3% from the third quarter of 1995, to 48.2% of gross possible income. A 21% increase in maintenance and repairs and a 27% increase in decorating expenses accounted for nearly all of the total expense increase. Most of the increase in decorating expenses occurred at Fox Run, while the increase in maintenance and repairs occurred among the core group of properties. For the Fox Run apartments, economic occupancy during the first nine months of 1996 averaged 94.5%, down from 95.3% for the six months of ownership in 1995. Operating expenses, as a percent of gross possible income, amounted to 52.9% in 1996, up from 52.3% in 1995. For the third quarters of 1996 and 1995, economic occupancy rates for Fox Run averaged 92.6% and 94.8%, respectively, while operating expenses, as a percent of gross possible income, declined from 52.9% for the 1995 quarter to 52.3% for the 1996 quarter. Rental properties other than apartments, which accounted for 4% percent of total rental income in the first nine months of 1996, produced a 7.5% ($12,123) increase in net operating income compared with the prior year. Rental income, primarily on the strength of higher occupancy rates, was up $14,364, or 6.4%, while operating expenses increased by 3.6%. For the third quarter of 1996, compared with the third quarter of 1995, rental income increased by 5.8%. while operating expenses increased 14.3%. Higher maintenance and repair expenses accounted for the increase in total operating expenses. Interest expense related to investing and financing activities, primarily the purchase of Fox Run in 1995, was approximately $120,000 higher for the first three quarters of 1996 than for the comparable period of the previous year. Interest expense related to loans outstanding throughout the first nine months of 1996 and 1995 declined by $16,000 due the scheduled reduction of loan balances, and lower rates applicable to one variable-rate mortgage loan. The $17,000 decrease in interest expense for the third quarter of 1996 compared with 1995, consisted of $5,400 due to lower variable interest rates and the reduction of loan balances other than the Fox Run mortgage loan, and $11,600 resulting from the scheduled reduction in the Fox Run mortgage loan and related financing activities. 														 FINANCIAL CONDITION AND LIQUIDITY At September 30, 1996, the Trust held approximately $1 million in cash, certificates of deposit and U.S. government agency securities. It is the policy of the Trust to invest funds in excess of immediate cash needs in FDIC-insured certificates of deposit and in securities issued by the U.S. government and agencies of the U.S. government. The Trust has no obligations, nor has it made any commitments, which will require expenditures in excess of funds anticipated to be provided by operations during the remainder of 1996. No transactions or events have occurred to indicate that funds provided by operations during the second half of 1996 will differ disproportionately from the first half of the year. The $2,000,000 variable rate mortgage loan that was scheduled to mature October 4, 1996, was repaid in September with the proceeds of a new ten-year fixed rate mortgage loan, with no change in the property serving as collateral. The Trust intends to continue to operate as a real estate investment trust, and to distribute all of its earnings. Accordingly, no provision has been made for federal income taxes. On October 29, 1996, the Board of Trustees declared a quarterly cash distribution of $.21 per share payable December 16, 1996 to shareholders of record November 22, 1996. With 1,453,939 shares currently outstanding, the December distribution will require the disbursement of $305,327. The previous quarterly distribution, also $.21 per share, was paid September 16, to shareholders of record August 16, 1996. In June, 1996, the Trust paid a semi-annual distribution of $.40 per share. The Trust had, since 1978, followed a practice of making cash distributions to its shareholders semi-annually in June and December each year. On July 26, 1996, the Board of Trustees announced a change in the frequency of dividend payments from semi-annually to quarterly. INFLATION Management believes that the direct effects of inflation on the Trust's operations have been insignificant. PART II Item 6(b). No events occurred during the three months ended September 30, 1996, which would have necessitated the filing of a report on Form 8K. MANAGEMENT REPRESENTATIONS The information furnished in this report, while not audited, includes all adjustments, in the opinion of management, necessary for a fair presentation of the financial position of Century Realty Trust at September 30, 1996, and December 31, 1995, its cash flow for the nine months ended September 30, 1996 and 1995, and the results of its operations for the three months and nine months ended September 30, 1996 and 1995, in accordance with generally accepted accounting principles consistently applied. The interim results reported are not necessarily indicative of expected results for the full year, and should be considered in conjunction with the audited financial statements contained in the Trust's 1995 annual report. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized: CENTURY REALTY TRUST Date_____________ By___________________________ John I. Bradshaw, Jr. Executive Vice President, Secretary and Treasurer Date_____________ By___________________________ David F. White Controller