SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended March 31, 1997 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.) 419 Chamber of Commerce Building 46204 Indianapolis, Indiana (ZipCode) (Address of principal executive offices) Registrant's telephone number, including area code (317)632-5467 Indicate by check mark whether this registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and(2) has been subject to such filing requirements for the past 90 days. YES X NO __. Indicate 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 1,499,139 shares BALANCE SHEETS Century Realty Trust March December 31, 1997 31, 1996 __________ __________ Unaudited Assets Real estate investments: Land $2,068,658 $2,068,658 Buildings 32,925,677 32,912,673 Equipment 858,278 838,254 Allowances for depreciation (7,759,547) (7,476,182) __________ __________ 28,093,066 28,343,403 Net investment in direct financing leases 429,183 443,590 __________ __________ 28,522,249 28,786,993 Cash and cash equivalents 448,314 315,337 Short-term investments 787,618 590,993 Accounts and accrued income receivable 511,971 335,303 Undeveloped land 99,675 99,675 Other assets 550,616 410,166 ___________ ___________ $30,920,443 $30,538,467 ___________ ___________ ___________ ___________ Liabilities and shareholders' equity Liabilities: Mortgage notes payable 20,349,371 20,437,686 Accounts payable and accrued compensation 313,888 288,474 Accrued interest 130,307 132,578 State income and property taxes 1,228,714 952,031 Tenants' security deposits and unearned rent 451,740 394,507 ___________ ___________ 22,474,020 22,205,276 Shareholders' equity: Shares of Beneficial Interest, no par value-authorized 5,000,000 shares, issued 1,529,353 shares, including 54,214 shares in treasury (75,414 shares at December 31, 1996 6,290,068 6,249,104 Undistributed income other than from gain on the sale of real estate 1,211,235 1,284,028 Undistributed net realized gain from the sale of real estate 1,316,078 1,316,078 Cost of treasury shares (370,958) (516,019) 8,446,423 8,333,191 ___________ ___________ $30,920,443 $30,538,467 ___________ ___________ ___________ ___________ See accompanying notes. STATEMENTS OF INCOME Century Realty Trust Unaudited Three Months Ended March 31, _______________________ 1997 1996 ___________ ___________ Income Real estate operations: Rental Income $2,045,997 $2,018,319 Income from direct financing leases 13,831 15,212 Other income 42,217 42,342 __________ __________ 2,102,045 2,075,873 Less: Real estate operating expenses 754,103 750,937 Depreciation 284,490 277,590 Real estate taxes 238,500 243,450 __________ __________ 1,277,093 1,271,977 __________ __________ 824,952 803,896 Interest income 11,812 6,786 __________ __________ 836,764 810,682 Expenses Interest 461,358 466,723 State income taxes 41,437 34,861 General and administrative expenses 101,435 96,725 __________ __________ 604,230 598,309 __________ __________ Net income $232,534 $212,373 __________ __________ __________ __________ Net income per share of Beneficial Interest $0.16 $0.15 __________ __________ Weighted average number of shares outstanding 1,465,086 1,453,272 See accompanying notes. STATEMENTS OF CASH FLOW Century Realty Trust Unaudited Three Months Ended March 31, _______________________ 1997 1996 __________ __________ Operating Activities Net income $232,534 $212,373 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 292,160 284,685 Changes in operating assets and liabilities: Decrease (Increase) in accounts and income receivable (176,668) (79,538) Decrease (Increase) in prepaid expenses and other assets (149,245) (67,920) Increase in accounts payable and accrued expenses 299,826 290,466 Increase (decrease) in tenants' security deposits and unearned rents 57,233 (13,176) __________ __________ Net cash provided by operations 555,840 626,890 Investing Activities Investment in certificates of deposit (691,493) (592,735) Proceeds from matured certificates of deposit 494,868 98,711 Purchase of property improvements and replacements (33,028) (74,436) Principal payments received under leases 14,407 10,097 __________ __________ Net cash used in investing activities (215,246) (558,363) Financing Activities Proceeds from sale of treasury shares 186,025 17,500 Principal payments on mortgage notes payable (88,315) (74,698) Dividends paid to shareholders (305,327) (1,225) __________ __________ Net cash provided by (used in) financing activities (207,617) (58,423) __________ __________ Net increase (decrease) in cash and cash equivalents 132,977 10,104 Balance at beginning of period 315,337 189,929 __________ __________ Balance at end of period $448,314 $200,033 __________ __________ __________ __________ See accompanying notes. NOTES TO FINANCIAL STATEMENTS CENTURY REALTY TRUST Unaudited NOTE 1 - PENDING REAL ESTATE INVESTMENT TRANSACTIONS Late in 1996, the Trust agreed to purchase a 192 unit apartment property in Evansville, Indiana for $5.25 million, subject to $3.7 million of indebtedness under an existing first-mortgage loan. Early in 1997, the Trust agreed to purchase a 34,000 square foot office property in Indianapolis, Indiana for $1.55 million. The Trust expects to acquire both of these properties during the second quarter of 1997. To facilitate the purchases, the Trust obtained a $2.5 million stand-by line of credit from a bank. NOTE 2 - MORTGAGE NOTES PAYABLE Eight of the Trust's properties are encumbered by mortgage loans that are payable in monthly installments totaling approximately $178,000, including interest at rates ranging from 8.125% to 9.75% per annum, and which mature from April 15, 1998 to October 1, 2006. The approximate aggregate amount of scheduled mortgage loan repayments for each of the remaining quarters of 1997 are: second quarter, $72,600; third quarter, $74,200; and, fourth quarter, $75,900. 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 its taxable income. 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. Distributions, however, to the extent that such payments are from earnings and profits of the Trust, are taxable to the shareholder recipients as dividend income. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS For the first quarter of 1997, the Trust reported increases over the comparable 1996 period in both rental income and income from real estate operations. In spite of a $6,900 increase in the provision for depreciation, substantially all of which related to property improvements and replacements purchased in 1996, reported net income increased by $20,161 or $.01 per share. The 9.5% increase in net income was due to improved results of operations from the investment properties owned throughout the first quarter of 1996 and 1995. The Trust has acquired no investment properties since the purchase of the Fox Run apartments March 31, 1995. The nine apartment properties (1,358 units) that the Trust owned throughout the first quarters of 1997 and 1996 reported average three-month economic occupancy rates of 94% and 96.9% for the two periods, respectively. Average rental rates increased 4.8% for those properties over the prior year period. The combined effect of lower occupancy rates and higher rental rates resulted in a 1.6% 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 quarter of 1997, down from 47.1% for the prior year period, and amounted to a decrease of .4% in total operating expenses. Rental properties other than apartments, which accounted for 4% percent of total rental income in the first quarter of 1997, reported a 7.9% ($5,200) decrease in net operating income compared with the prior year. Rental income, due to lower occupancy rates, was down $4,800, or 5.7%, while operating expenses increased by 2.1%. During the 1996 quarter, the commercial properties were 100% occupied. Interest expense related to loans outstanding throughout the first quarters of 1997 and 1996 declined by $10,689 due the scheduled reduction of loan balances. That decrease was partly offset by $4,700 of additional interest expense related to approximately $240,000 of additional borrowings in connection with the refinance of two mortgage loans during 1996. One loan was refinanced in May, 1996 and the other in September, 1996. FINANCIAL CONDITION AND LIQUIDITY At March 31,1997, the Trust held approximately $1,236,000 in cash and short term investments. It invests funds in excess of immediate cash needs in securities of the U.S. government, agencies of the U.S government, and FDIC-insured certificates of deposit. Except for the two pending property acquisitions, 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 1997. No transactions or events have occurred to indicate that funds provided by operations, except as to the impact resulting from properties not yet acquired, during the balance of 1997 will differ disproportionately from the first quarter of the year. The Trust expects to complete the purchase of a 34,000 square foot office building in Indianapolis, in late May of early June, 1997. In connection with that purchase, the Trust expects to issue approximately $250,000 of restricted (unregistered) shares of beneficial interest and make a permanent cash investment of a like amount. The balance of the purchase price, approximately $1 million, will be funded by a long-term mortgage loan on the property. The purchase of a 192-unit apartment property in Evansville, Indiana, will be completed when the holder of an existing first mortgage loan approves the assumption by the Trust. A closing in mid to late June now appears likely. In addition to the mortgage loan assumption, an equity investment of approximately $1.5 million will be required to complete the purchase. To facilitate both of the pending purchases the Trust, after March 31, sold 36,000 shares of beneficial interest previously held as treasury shares for a total of $391,500. In addition, the Trust has been granted a $2.5 million unsecured standby line of credit by a bank. The line of credit, to the extent necessary, will be used to complete the purchases. The two pending acquisitions, combined, are expected to initially provide approximately $1.4 million in annual rental income and produce a net cash flow of approximately 10% on the equity invested. The Trust intends to continue as a real estate investment trust, and to distribute all of its earnings. Accordingly, no provision has been made for federal income taxes. The Trust, until the third quarter of 1996, followed a practice of making cash distributions to its shareholders in June and December each year. In May, 1996, the Board of Trustees declared a cash distribution of $.40 per share which was paid June 17, 1996. After that payment, the Board of Trustees changed the frequency of distributions to quarterly, and subsequently paid distributions of $.21 per share in both September and December, 1996. To facilitate the provision of timely quarterly financial reports to shareholders, the timing of quarterly distributions was changed for subsequent distributions. Commencing in 1997, distributions were scheduled for payment in February, May, August and November. A distribution of $.21 per share was paid in February, and on April 1, 1997, a distribution of $.22 per share was declared for payment May, 19, 1997 to shareholders of record April 25, 1997. 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 March 31, 1997, 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 representation of the financial position of Century Realty Trust at March 31, 1997, and December 31, 1996, and the results of its operations and its cash flow for the three months ended March 31, 1997, and March 31, 1996, 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 1996 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