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 June 30, 1998 Commission File Number 0-7716
CENTURY REALTY TRUST
(Exact name of Registrant as specified in its charter)
INDIANA 35-1284316
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
823 Chamber of Commerce Building 46204
Indianapolis, Indiana (ZipCode)
(Address of principal executive offices)
Registrant's telephone number, including area code (317)632-5467
Indicate by check mark whether this registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or such shorter period that the registrant was required to file
such reports), and(2) has been subject to such filing
requirements for the past 90 days. YES X NO __.
Indicate 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
Century Realty Trust and Subsidiaries
Consolidated Balance Sheets
June December
30, 1998 31, 1997
___________ ___________
Assets
Real estate investments:
Land $3,776,383 $3,776,383
Buildings 51,426,749 51,276,043
Equipment 1,257,594 1,154,128
Allowances for depreciation (9,511,859) (8,641,330)
___________ ___________
46,948,867 47,565,224
Net investment in direct financing leases 387,889 401,677
___________ ___________
47,336,756 47,966,901
Cash and cash equivalents 660,616 782,631
Restricted Cash 1,300,800 1,028,324
Accounts and accrued income receivable 480,732 415,182
Unamortized management contracts 615,241 650,475
Unamortized mortgage costs 443,543 467,705
Undeveloped land 99,675 99,675
Other assets 147,495 117,195
___________ ___________
$51,084,858 $51,528,088
___________ ___________
___________ ___________
Liabilities and shareholders' equity
Liabilities:
Short-term debt $4,107,122 $1,650,000
Mortgage notes payable 32,118,804 34,828,474
Accounts payable and accrued liabilities 466,507 465,733
Interest 246,278 241,679
State income and property taxes 1,523,384 1,455,212
Tenants' security deposits and unearned rent 493,922 483,362
___________ ___________
38,956,017 39,124,460
Minority interest in operating partnerships 3,498,083 3,535,693
Shareholders' equity:
Shares of Beneficial Interest, no par
value - authorized 5,000,000 shares,
issued 1,553,528 shares, including
6,214 shares in treasury 6,758,619 6,758,619
Undistributed income other than from
gain on the sale of real estate 598,579 835,756
Undistributed net realized gain from the
sale of real estate 1,316,078 1,316,078
Cost of treasury shares (42,518) (42,518)
___________ ___________
8,630,758 8,867,935
___________ ___________
$51,084,858 $51,528,088
___________ ___________
___________ ___________
See accompanying notes.
Century Realty Trust and Subsidiaries
Consolidated Statements of Income
Three Months Six Months
Ended June 30 Ended June 30
_______________________ _______________________
1998 1997 1998 1997
___________ ___________ ___________ ___________
Income:
Real estate operations:
Rental Income $3,094,904 $2,069,603 $6,165,679 $4,115,600
Income from direct
financing leases 12,492 13,831 24,984 27,662
Other income 54,346 37,779 129,891 79,996
__________ __________ ___________ ___________
3,161,742 2,121,213 6,320,554 4,223,258
Less:
Operating expenses 1,276,412 769,247 2,432,811 1,523,350
Depreciation 455,972 285,096 911,945 569,586
Real estate taxes 306,057 193,599 664,992 432,099
__________ __________ ___________ ___________
2,038,441 1,247,942 4,009,748 2,525,035
__________ __________ ___________ ___________
1,123,301 873,271 2,310,806 1,698,223
Interest 10,773 16,784 20,053 28,596
__________ __________ ___________ ___________
1,134,074 890,055 2,330,859 1,726,819
Expenses:
Interest 815,570 469,224 1,641,555 930,582
State income taxes 40,400 40,459 77,774 81,896
General and administrative 104,653 106,052 247,548 207,487
__________ __________ ___________ ___________
960,623 615,735 1,966,877 1,219,965
___________ ___________ ___________ ___________
Income before minority
interest in operating
partnerships 173,451 274,320 363,982 506,854
Minority interest in
operating partnerships 10,001 - 2,293 -
__________ __________ ___________ ___________
Net income $183,452 $274,320 $366,275 $506,854
__________ __________ __________ __________
__________ __________ __________ __________
Per share data:
Basic earnings $0.12 $0.18 $0.24 $0.34
Diluted earnings $0.12 $0.18 $0.24 $0.33
See accompanying notes.
Century Realty Trust and Subsidiaries
Consolidated Statements of Cash Flows
Six Months
Ended June 30
__________________________
1998 1997
__________ __________
Operating Activities
Net income $366,275 $506,854
Adjustments to reconcile net
income to cash provided by
operating activities:
Depreciation - investment properties 905,762 569,586
Depreciation and amortization - other 32,922 17,591
Minority interest (2,293) -
Changes in operating assets
and liabilities:
Restricted cash (272,476) (265,160)
Accounts and accrued income receivable (65,550) (39,616)
Other assets (33,581) 66,018
Accounts payable and accrued liabilities 73,545 247,602
Tenants' security deposits and
unearned rent 10,560 (11,650)
__________ __________
Net cash provided by operations 1,015,164 1,091,225
Investing Activities:
Investment in short-term investments - (1,384,734)
Proceeds from short-term investments - 1,385,209
Acquisition of real estate,
net of debt assumed - (2,653,009)
Purchase of property
improvements and replacements (278,775) (127,375)
Lease principal payments received 13,788 20,028
__________ __________
Net cash used in investing activities (264,987) (2,759,881)
Financing Activities:
Short-term bank borrowing 2,440,930 2,000,000
Principal payments on mortgage notes (2,709,670) (178,474)
Proceeds from sale of treasury shares - 577,525
Dividends paid to shareholders (603,452) (626,655)
__________ __________
Net cash provided by (used in)
financing activities (872,192) 1,772,396
__________ __________
Net increase in cash and cash equivalents (122,015) 103,740
Balance at beginning of period 782,631 315,337
__________ __________
Balance at end of period $660,616 $419,077
__________ __________
__________ __________
See accompanying notes.
NOTES TO FINANCIAL STATEMENTS
CENTURY REALTY TRUST AND SUBSIDIARIES
Unaudited
NOTE 1 - REAL ESTATE INVESTMENT TRANSACTIONS
In the second quarter of 1997, the Trust purchased a
34,000 square foot multiple-tenant office building in
Indianapolis, and a 192-unit garden apartment property in
Evansville, Indiana. In the fourth quarter of 1997, the Trust,
through a wholly-owned subsidiary, CR Management, Inc.,
purchased the one percent General Partner interest and
management control of five Indiana garden apartment properties
containing a total of 586 apartment units. Combined, those
acquisitions represented a 57% increase in total apartment
units, and a 62% increase in leasable square feet of commercial
property over the portfolio of investment properties the Trust
held during the second quarter and first half of 1997.
Following is a description of those transactions:
On May 29, 1997, the Trust purchased the office building in
Indianapolis, Indiana 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 bank credit facility, and issued 24,175 previously
unissued shares of beneficial interest valued at $275,000 to the
seller. The balance of the purchase price, net of prorated
income and expenses, was paid in cash. In December, 1997, the
Trust obtained a $1.14 million long-term mortgage loan on the
property, and used the proceeds to repay short-term bank
borrowings.
On June 30, 1997, the Trust, through a wholly-owned subsidiary,
Charter Oaks Associates, LLC, purchased from an unrelated
seller, 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. The balance of the
purchase price, net of prorated income and expenses, was paid in
cash.
In November, 1997, the Trust purchased, 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. 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
290,000 shares of the Trust.
NOTE 2 - MORTGAGE NOTES PAYABLE
Ten of the fifteen properties owned by the Trust,
including the two 1997 acquisitions, are encumbered by mortgage
loans that are payable in monthly installments totaling
approximately $217,000. The installments include interest at
rates ranging from 6.97% to 9.5% per annum, and which mature from
December 1, 2000 to July 15, 2008.
The five apartment properties owned by operating
partnerships controlled by the Trust have long-term mortgage
loans that are payable in monthly installments totaling
approximately $237,000. The loans have interest rates
ranging from 8.25% to 9.5%, and mature from May 15, 2006
to May 1, 2030.
A mortgage loan on one of the two phases of the Creek Bay at
Meridian Woods apartments, a 208-unit property in Indianapolis
matured April 15, 1998 with a balance due at maturity of $2.5
million. A mortgage loan on the other phase matured July 15,
1998 with a balance due at maturity of $2.9 million. In
addition to the $1.65 million of existing short-term debt, the
Trust obtained a short-term bank loan to repay the April
maturity, thereby temporarily increasing short-term debt to
approximately $4.2 million. On July 15, 1998, the Trust
obtained a new 6.97% fixed rate ten-year first mortgage loan on
the Creek Bay at Meridian Woods apartments in the amount of
$6.75 million, of which $2.9 million was used to repay the July
15 mortgage loan maturity. The remainder of the proceeds was
used to reduce total short-term debt to $350,000. Monthly
principal and interest payments on the new mortgage loan are
approximately equal to the combined payments on the two mortgage
loans it replaced.
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
OVERVIEW.
Contained in this discussion are forward-looking statements
which management believe 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.
At June 30, 1998, and throughout the quarter and six months
then ended, the Trust owned or controlled fifteen apartment
communities containing 2,136 apartment units, three multi-tenant
commercial properties containing 89,000 square feet, and two
restaurant properties leased to operators under net leases. Six
of the apartment properties containing 778 units and one
commercial property containing 34,000 rentable square feet were
acquired during the second and fourth quarters of 1997. A
detailed description of the real estate acquisitions is
contained in Note 1 "Real Estate Investment Transactions" in the
financial statements. The properties acquired in 1997 increased
the number of apartment units and rentable square feet of
commercial property in the Trust's investment real estate
portfolio by 57% and 62%, respectively. At June 30, 1998 the
Trust's net investment in real estate consisted of apartment
properties (94%), commercial properties (5%) and net-leased
restaurant properties (1%). Except for one restaurant property
in Orlando, Florida, the Trusts' real estate investments are
located in Indiana.
The apartment communities, which comprise 94% of the Trust's
investment real estate, also account for most of the rental
income and expenses reported. On a weighted average basis,
2,136 apartment units contributed to the Trust's operations in
first half of 1998, up 57% from the 1,358 units in operation
during first half of 1997. Management expects that, exclusive
of the impact attributable to future real estate transactions,
if any, operating income and expenses will increase
proportionately in third quarter and second half of 1998.
RESULTS OF OPERATIONS.
For the quarter and six months ended June 30, 1998, the Trust
reported increases of 49.5% and 49.8%, respectively, in rental
income over the comparable 1997 periods due, entirely, to
investment properties acquired late in the second and in the
fourth quarter of 1997 (the newly-acquired properties). The
newly-acquired properties accounted for $1,038,653 and
$2,069,071 of rental income for the quarter and six months ended
June 30, 1998, respectively. Rental income from properties
owned throughout the first half of 1998 and 1997 increased by
$10,056, or .2%, from the second quarter, and by $4,416, or .1%,
from the first half of the prior year.
The nine apartment properties (1,358 units) that the Trust
owned throughout the first half of 1998 and 1997 reported
average six-month economic occupancy rates of 92.3% and 93.4%
for the two periods, respectively. Average rental rates
increased 1% for those properties over the prior year period.
The combined effect of lower occupancy rates and higher rental
rates resulted in a .1% increase in gross revenue from the core
group of apartments. For the second quarters of 1998 and 1997,
the same properties experienced average economic occupancy rates
of 92.0% and 92.9%, respectively. Operating expenses, excluding
interest and depreciation, for the same properties amounted to
45.2% of gross possible income for the first half of 1998, up
from 44.8% for the prior year period, and amounted to a increase
of 1.9% in total operating expenses. For the second quarters of
1998 and 1997, the comparable operating expense rates were 46.1%
and 44.0%, respectively.
The economic occupancy rate for the 778 newly-acquired
apartment units averaged 94.7% for the second quarter and 93.8%
for the first half of 1998. Operating expenses for the same
properties, excluding interest and depreciation, amounted to
53.5% of gross possible income in the second quarter and 51% for
the first half of 1998.
Rental properties other than apartments that were owned
throughout the first half of 1998 and 1997 accounted for 3%
of total rental income in the first half of 1998. Those
properties produced a 25.1% ($24,510) increase in net operating
income compared with the prior year half. Rental income, due to
higher rental rates and increased occupancy, was up $22,700, or
15.8%, while operating expenses decreased by 3.8%. During the
first half of 1998 and 1997, occupancy rates for the commercial
properties were 98% and 94%, respectively.
The office property purchased in the second quarter of 1997,
was 93% occupied during the second quarter and first half of
1998. It accounted for $63,547 and $127,531 of gross rental
income for the second quarter and six months, respectively.
Depreciation expense applicable to the newly-aquired properties
in the second quarter and first half of 1998, includes $168,600
and $333,900, respectively. The balance of the increase in
depreciation over the second quarter and first half of 1997, is
applicable to capitalized expenditures for replacements and
improvements to properties owned throughout both quarters.
Real estate taxes applicable to the newly-acquired properties
in the second quarter and first half of 1998 includes $114,395 and
$234,230, respectively, and accounts for substantially all of
the increase over the prior year quarter and six month periods.
Administrative expenses, primarily auditing and accounting
services, related the the five operating partnerships over which
the Trust acquired control in the fourth quarter of 1997,
account for $33,100 of general and administrative expenses in
the first half of 1998. Other than the partnership-related
expenses, general and administrative expenses increased 3.4%
from the first half of 1997. Two-thirds of that increase
related to shareholder communications. Administrative salaries
and related payroll taxes and benefits, increased $2,400, or 2%
over the prior year half. In the first half of 1998, general
and administrative expenses consumed 3.9% of income from real
estate operations, down from 4.9% in the first half of 1997.
Interest expense related to loans outstanding throughout the
first half of 1998 and 1997 declined by $13,400 due the
scheduled reduction of loan balances. Mortgage loan interest
expense applicable to the newly acquired properties amounted to
$332,000 and $677,900 in the second quarter and first half of
1998, respectively. An additional $75,800 of interest expense
was incurred in the first half 1998 for short-term loans related
to the 1997 property acquisitions. In the first half of 1997,
the Trust incurred $7,300 in interest expense on short-term
loans obtained late in the second quarter.
FINANCIAL CONDITION AND LIQUIDITY.
At June 30, 1998, the Trust held approximately $660,000 in cash
and cash equivalents. 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 need to repay approximately $350,000 of
short-term debt, 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 1998. No transactions or events have occurred to
indicate that funds provided by operations during the balance of
1998 will differ disproportionately from the first half of the
year.
Management is considering various options to repay that portion
of its short-term debt which remains after the mortgage loan
refinancing referred to in Note 2 to the financial statements.
Among the options under consideration are raising equity
capital by the private placement of restricted shares of
beneficial interest, the long-term financing or refinancing of
existing unencumbered or under-encumbered real estate, and the
sale of property.
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. Cash
distributions of $.39 per share were paid in the first half of
1998, and on July 9, 1998, a distribution of $.20 per share was
declared for payment August 17, 1998 to shareholders of record
July 31, 1998. The final 1998 quarterly distribution, with the
amount to be determined at the time of declaration, is scheduled
to be paid in November.
INFLATION.
Management believes that the direct effects of inflation on the
Trust's quarterly and year-to-date operations have been insignificant
during 1997 and 1998.
YEAR 2000 ISSUE.
All computer hardware and software in use has been developed or
purchased since 1995. Eight-digit date fields are provided in
all software in use. The Trust has no systems that interface
with another entity. Management believes that the year 2000
issue is unlikely to have a material effect on the Trust.
PART II
Item 6(b). No events occurred during the three months
ended June 30, 1998, 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 June 30, 1998, and December 31, 1997,
and the results of its operations and its cash flow for the
three months and six months ended June 30, 1998, and June 30,
1997, 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 1997 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.
President
Chief Executive Officer
Date_____________ By___________________________
David F. White
Controller