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, 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.)
823 Chamber of Commerce Building
Indianapolis, Indiana 46204
(Address ofprincipal executive offices) (Zip Code)
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 1,547,314 shares
BALANCE SHEETS
Century Realty Trust
September December
30, 1997 31, 1996
____________ ___________
Unaudited
Assets
Real estate investments:
Land $2,658,883 $2,068,658
Buildings 39,120,115 32,912,673
Equipment 960,944 838,254
Allowances for depreciation (8,369,526) (7,476,182)
____________ ____________
34,370,416 28,343,403
Net investment in direct financing leases 415,012 443,590
____________ ____________
34,785,428 28,786,993
Cash and cash equivalents 200,269 315,337
Short-term investments 791,554 590,993
Accounts and accrued income receivable 479,201 335,303
Undeveloped land 99,675 99,675
Other assets 797,505 410,166
____________ ____________
$37,153,632 $30,538,467
____________ ____________
____________ ____________
Liabilities and shareholders' equity
Liabilities:
Short-term debt $1,900,000 $0
Mortgage notes payable 23,830,585 20,437,686
Accounts payable and accrued compensation 487,475 288,474
Accrued interest 306,354 132,578
State income and property taxes 1,547,398 952,031
Tenants' security deposits and unearned rent 420,146 394,507
____________ ____________
28,491,958 22,205,276
Shareholders' equity:
Shares of Beneficial Interest, no par value-
authorized 5,000,000 shares, issued 1,553,528
shares (1,529,353 shares at December 31, 1996)
including 6,214 shares in treasury (75,414
shares at December 31, 1996) 6,758,619 6,249,104
Undistributed income other than from
gain on the sale of real estate 629,495 1,284,028
Undistributed net realized gain from the
sale of real estate 1,316,078 1,316,078
Cost of treasury shares (42,518) (516,019)
____________ ____________
8,661,674 8,333,191
____________ ____________
$37,153,632 $30,538,467
____________ ____________
____________ ____________
See accompanying notes.
STATEMENTS OF INCOME
Century Realty Trust
Unaudited
Three Months Nine Months
Ended September 30, Ended September 30,
______________________ ______________________
1997 1996 1997 1996
__________ __________ __________ __________
Income
Real estate operations:
Rental income $2,368,037 $2,031,952 $6,483,637 $6,056,287
Other income 32,232 38,671 112,228 120,448
Income from direct financing
leases 13,830 15,212 41,492 45,637
__________ __________ __________ __________
2,414,099 2,085,835 6,637,357 6,222,372
Less:
Real estate operating expense 970,683 802,369 2,494,033 2,307,935
Depreciation 327,135 277,590 896,721 832,770
Real estate taxes 259,830 220,213 691,929 660,303
__________ __________ __________ __________
1,557,648 1,300,172 4,082,683 3,801,008
__________ __________ __________ __________
856,451 785,663 2,554,674 2,421,364
Interest income 12,538 10,966 41,134 29,714
__________ __________ __________ __________
868,989 796,629 2,595,808 2,451,078
Expenses
Interest 582,566 464,552 1,513,148 1,393,712
State income taxes 38,152 35,277 120,048 105,785
General and administrative expenses 98,432 94,665 305,919 286,120
__________ __________ __________ __________
719,150 594,494 1,939,115 1,785,617
__________ __________ __________ __________
Net income $149,839 $202,135 $656,693 $665,461
__________ __________ __________ __________
__________ __________ __________ __________
Net income per share of
Beneficial Interest $0.10 $0.14 $0.44 $0.46
__________ __________ __________ __________
__________ __________ __________ __________
Weighted average number
of shares outstanding 1,542,282 1,453,642 1,504,693 1,453,593
See accompanying notes.
STATEMENTS OF CASH FLOW
Century Realty Trust
Unaudited
Nine Months
Ended September 30,
_________________________
1997 1996
___________ ___________
Operating Activities
Net income $656,693 $665,461
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 919,908 853,716
Changes in operating assets and liabilities:
Increase in accounts and income
receivable (143,898) 38,191
Increase in prepaid expenses and other assets (413,901) (220,704)
Increase in accounts payable and accrued expenses 462,789 210,944
Increase (decrease) in tenants' security deposits
and unearned rents 181,272 (5,518)
___________ ___________
Net cash provided by operations 1,662,863 1,542,090
Investing Activities
Short-term investment of funds (2,176,286) (1,678,219)
Proceeds from matured short-term investments 1,975,726 1,282,547
Acquisition of real estate, net of debt assumed (2,706,890) 0
Purchase of property improvements and replacements (268,193) (272,532)
Principal payments received under leases 28,578 30,290
___________ ___________
Net cash used in investing activities (3,147,065) (637,914)
Financing Activities
Proceeds from sale of treasury shares 708,025 17,500
Net short-term bank borrowing 1,900,000 (700,762)
Proceeds from long-term mortgage loans 0 2,987,537
Principal payments on mortgage notes payable (277,385) (2,207,067)
Dividends paid to shareholders (961,506) (879,782)
___________ ___________
Net cash provided by (used in) financing activities 1,369,134 (782,574)
___________ ___________
Net increase (decrease) in cash and cash equivalents (115,068) 121,602
Balance at beginning of period 315,337 189,929
___________ ___________
Balance at end of period $200,269 $311,531
___________ ___________
___________ ___________
See accompanying notes.
NOTES TO FINANCIAL STATEMENTS
CENTURY REALTY TRUST
Unaudited
NOTE 1 - REAL ESTATE INVESTMENT TRANSACTIONS
On May 29, 1997, the Trust purchased from a partnership, in
which one of its Trustees is a partner, a 34,000 square-foot
multiple-tenant office building in Indianapolis, Indiana. The
property, unencumbered, was purchased for $1.5 million, an
amount approximately equal to its independently appraised value.
To complete the purchase, the Trust borrowed $1 million against
a $2.5 million unsecured line of credit from NBD Bank, N.A., and
issued 24,175 previously unissued shares of beneficial interest
valued at $275,000 to the selling partnership. The balance of
the purchase price, net of prorated income and expenses, was
paid in cash. The Trust expects to obtain a long-term mortgage
loan on the property, the proceeds from which will be used to
repay short-term bank borrowings. The property was 100% leased
on the date purchased.
On June 30, 1997, the Trust, through a wholly-owned subsidiary,
Charter Oaks Associates, LLC, purchased from Charter Oaks
Associates Limited Partnership, an unrelated New Jersey limited
partnership, the Charter Oaks apartments, a 192-unit property in
Evansville, Indiana for $5.1 million. The Trust assumed an
existing first mortgage loan with a remaining balance of $3.67
million and borrowed $1 million against its $2.5 unsecured bank
line of credit to complete the purchase. Borrowings under the
line of credit bear interest, currently 8%, based on LIBOR and
mature in one year. The balance of the purchase price, net of
prorated income and expenses, was paid in cash. On the date
purchased, more than 95% of the apartments were rented.
In July, 1997, the Trust agreed in principle to
purchase, through a wholly-owned subsidiary, the one percent
General Partner interest and management control of five Indiana
apartment properties containing a total of 586 apartment units.
A sixth property that was originally identified as part of the
transaction was determined to be unacceptable as a result of due
diligence inspections. In addition to its initial cash
investment of approximately $900,000, the Trust agreed that,
within two years, it would use its best efforts to offer the
limited partners, who have a 99% equity interest, the right to
exchange their partnership interests for approximately 300,000
shares of the Trust Subject to approval of the transaction by
the holders of existing mortgage loans on all five of the
properties, the Trust expects to complete the purchase during
the fourth quarter of 1997.
NOTE 2 - MORTGAGE NOTES PAYABLE
Nine of the Trust's fifteen properties, including the two
recent acquisitions, are encumbered by mortgage loans that are
payable in monthly installments totaling approximately $208,000,
including interest at fixed 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 the remaining quarter of 1997 is $82,800.
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 quarter and nine months ended September 30,
1997, the Trust reported increases over the comparable 1996
periods in both rental income and income from real estate
operations. Due partly to start-up expenses and additional
interest and depreciation charges related to properties purchased
late in the second quarter of 1997, and to a lesser extent, to
increases in the provision for depreciation related to property
improvements and replacements purchased in 1996, net income
decreased by $52,296 and $8,768 for the quarter and nine months,
respectively. The Trust also experienced more than expected
resident turnover and less than expected economic occupancy at
two of its apartment properties in the third quarter. Approximately
forty percent of the exiting residents stated that they were
purchasing homes while the existing supply of single-family homes
is good and financing terms are attractive. The two properties
most effected reported $42,600 and $20,600 less rental income
in the third quarter and nine months of 1997, respectively,
than for the same periods a year ago.
On May 29, 1997, the Trust purchased a 34,000 square-foot
multiple-tenant office building in Indianapolis for $1.5
million, and on June 30, 1997, it purchased the Charter Oaks
apartments, a 192-unit property, in Evansville, Indiana for $5.1
million. The terms of those transactions are described in Note
1 to the financial statements. The office property was 100%
leased and the apartment property was 95% rented at the dates of
acquisition. For the third quarter of 1997, the newly acquired
properties produced 14% of gross rental income, 4% of funds from
operations and a net loss of $21,000. The Trust projects that
in 1998 these two investments will account for 16% gross income
from real estate operations, 8% of funds from operations and 1%
of net income.
The nine apartment properties (1,358 units) that the
Trust owned throughout the first three quarters of 1997 and 1996
reported average nine-month economic occupancy rates of 92.7%
and 95.8% for the two periods, respectively. For the third
quarters of 1997 and 1996, economic occupancy rates were 91.3%
and 94.3%, respectively. Average rental rates increased 3.5%
for those properties over the prior year periods. The combined
effect of lower occupancy rates and higher rental rates resulted
in increases in gross revenue from this core group of apartments
by 0.2% and 1.9% for the quarter and nine month periods,
respectively. Operating expenses, excluding interest and
depreciation, for the same properties amounted to 47.6% and
45.7% of gross possible income for the third quarter and nine
month periods of 1997, down from 49.2% and 47.7% for the prior
year periods. Those operating expenses, compared with 1996,
increased by 2.3% and .4% for the quarter and nine months ended
September 30, 1997, respectively.
The Charter Oaks apartments, in its first quarter of
ownership by the Trust, experienced an economic occupancy rate
of 91%. Its operating expenses, excluding interest and
depreciation, amounted to 58% of gross possible income. The
Trust projected that in its first full year of ownership,
Charter Oaks occupancy will average 94%, excluding rental
premiums for corporate tenants. Operating expenses for the
first full year are projected to consume 53.5% of gross possible
income from non-corporate tenants.
Rental properties other than apartments,excluding the
office building purchased in 1997, accounted for 4% percent
of total rental income in each of the first three quarters
of 1997. Those properties, in the aggregate, reported a 1.7%
increase in net operating income for the third quarter and a
decrease in net operating income of 12% ($21,000) for the first
nine months of 1997 compared with the prior year periods. Rental
income, due to lower occupancy rates, was down $2,800, or 3.6%
and $19,100, or 8%, for the third quarter and nine months.
Operating expenses during the second quarter decreased by 15.8%
and, for the nine months, increased by 3% in comparison with the
same periods a year ago. During the 1996 quarter and nine month
periods, the commercial properties were 100% occupied.
The office building purchased in May, 1997, was 100% leased
at the time of purchase and remained fully occupied through
September. Operating expenses through September amounted to 33%
of rental income compared to an expense rate of 30% for
commercial properties owned for the full nine months of 1997.
Through September (approximately four months) the newly-acquired
office property produced operating results that were more
favorable than pre-acquisition projections as to both income and
operating expenses.
Interest expense related to loans outstanding throughout the
first three quarters of 1997 and 1996 declined by $9,600 and
$28,300 for the third quarter and nine month periods,
respectively, due the scheduled reduction of loan balances.
Those decreases were partly offset by additional interest
expense related to approximately $240,000 of additional
borrowings in connection with the refinance of two mortgage
loans and a short-term bank loan during 1996. One mortgage loan
and the bank loan were refinanced in May, 1996 and the other
mortgage loan was refinanced in September, 1996. Interest
expense related to the two properties purchased in 1997
accounted for $121,600 and $150,900 of interest expense for the
third quarter and nine months of 1997, respectively.
FINANCIAL CONDITION AND LIQUIDITY
At June 30, 1997, the Trust held approximately $1,000,000 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 a pending agreement to acquire control, as
general partner, of five limited partnerships, 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 projected impact,
previously described, of two investment properties purchased in
the second quarter of 1997 and the impact which might result
from properties not yet acquired, during the second half of 1997
will differ disproportionately from the first half of the year.
In July, 1997, the Trust agreed, subject to approval
by a majority of the limited partners in each partnership and by
all of the mortgage holders, to purchase the sole general
partner position in six limited partnerships. One of the six
limited partnerships was later deleted from the agreement due to
higher than expected property improvement needs and declining
cash flow during the first eight months of 1997. The remaining
five partnerships have an aggregate total asset value of
approximately $15 million with mortgage loans and other
liabilities of approximately $11.3 million. If all due diligence
procedures are satisfactorily completed, the transaction could
be consummated in the fourth quarter of 1997. Under the
modified agreement, the Trust would invest, excluding
organization and acquisition costs, $687,500 and become, through
a wholly-owned qualified REIT subsidiary corporation, a 1%
equity owner of, and would have full management control over,
all five of the partnerships and their respective apartment
properties. Each partnership owns one apartment property in
Indiana. In the aggregate, the properties contain 586 apartment
units, the smallest containing 64 units and the largest
containing 182 units.
The agreement further provides that, within two years after
closing, the Trust will use its best efforts to offer each
limited partner the right to exchange his/her limited
partnership interest for shares of beneficial interest of the
Trust based on an agreed exchange ratio. Assuming that such an
exchange offer is made and that all limited partners eventually
accept such offer, the Trust could, by issuing approximately
296,000 shares of beneficial interest (approximately $3.4
million at current market value), become the equity owner of the
five apartment properties.
To facilitate the two acquisitions completed in the second
quarter, the Trust, sold 48,000 shares of beneficial interest
previously held as treasury shares for a total of $522,000. In
addition, the Trust obtained a $2.5 million, subsequently
increased to $3 million, unsecured standby line of credit from a
bank. Through June 30, 1997, the Trust has borrowed $1.9
million against the line of credit. The remainder of line of
credit, together with cash and invested funds currently on hand,
represents sufficient capital to complete the aforementioned
partnership transaction should it be approved and executed.
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 it adopted a quarterly distribution
schedule in the third quarter of 1996, followed a practice of
making cash distributions to its shareholders in June and
December each year. Quarterly distributions, each $.21 per
share , were paid in 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. Distributions in 1997 of $.21, $.22 and
$.22 were paid in February, May and August, respectively. On
September 26, 1997, the Trust declared its fourth quarterly
distribution for the year in the amount of $.22 per share
payable November 17, 1997. With 1,547,314 shares outstanding,
the November distribution will require the disbursement of
$340,409.
INFLATION
Management believes that the direct effects of inflation on
the Trust's operations have been insignificant during the three
months and nine months ended September 30, 1997.
PART II
Item 6(b). No events occurred during the three
months ended September 30, 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 September 30, 1997, and December 31,
1996, and the results of its operations and its cash flow for
the three months and nine months ended September 30, 1997, and
September 30, 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