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, 1999 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 1,547,614 shares
Century Realty Trust and Subsidiaries
Consolidated Balance Sheets
June December
30, 1999 31, 1998
___________ ___________
Assets
Real estate investments:
Land $3,776,383 $3,776,383
Buildings 51,881,428 51,642,208
Equipment 1,350,949 1,273,636
Allowances for depreciation (10,998,183) (10,166,811)
___________ ___________
46,010,577 46,525,416
Net investment in direct financing leases 277,414 348,409
___________ ___________
46,287,991 46,873,825
Cash and cash equivalents 788,548 744,901
Restricted Cash 1,187,297 1,052,003
Accounts and accrued income receivable 603,156 474,079
Unamortized management contracts 547,378 579,895
Unamortized mortgage costs 516,199 539,979
Undeveloped land 99,675 99,675
Other assets 106,733 125,048
___________ ___________
$50,136,977 $50,489,405
___________ ___________
___________ ___________
Liabilities and shareholders' equity
Liabilities:
Short-term debt $100,000 $100,000
Mortgage notes payable 35,386,016 35,667,408
Accounts payable and accrued liabilities 545,324 425,068
Interest 247,010 264,779
State income and property taxes 1,490,819 1,454,464
Tenants' security deposits and unearned rent 502,460 527,642
___________ ___________
38,271,629 38,439,361
Minority interest in operating partnerships 3,539,947 3,520,925
Shareholders' equity:
Shares of Beneficial Interest, no par
value - authorized 5,000,000 shares, issued
1,553,528 shares, including 5,914 shares
at June 30, 1999 and 6,214 shares at
December 31, 1998 in treasury 6,759,416 6,758,619
Undistributed income other than from
gain on the sale of real estate 290,373 496,940
Undistributed net realized gain from the
sale of real estate 1,316,078 1,316,078
Cost of treasury shares (40,466) (42,518)
___________ ___________
8,325,401 8,529,119
___________ ___________
$50,136,977 $50,489,405
___________ ___________
___________ ___________
See accompanying notes.
Century Realty Trust and Subsidiaries
Consolidated Statements of Income
Three Months Six Months
Ended June 30 Ended June 30
_______________________ _______________________
1999 1998 1999 1998
___________ ___________ ___________ ___________
Income:
Real estate operations:
Rental Income $3,176,985 $3,094,904 $6,389,301 $6,165,679
Income from direct
financing leases 9,333 12,492 18,666 24,984
Other income 52,035 54,346 118,248 129,891
__________ __________ ___________ ___________
3,238,353 3,161,742 6,526,215 6,320,554
Less:
Operating expenses 1,318,458 1,276,412 2,579,847 2,432,811
Depreciation 433,520 455,972 890,952 911,945
Real estate taxes 322,130 306,057 689,664 664,992
__________ __________ ___________ ___________
2,074,108 2,038,441 4,160,463 4,009,748
__________ __________
1,164,245 1,123,301 2,365,752 2,310,806
Interest 25,104 10,773 39,786 20,053
__________ __________ ___________ ___________
1,189,349 1,134,074 2,405,538 2,330,859
Expenses:
Interest 767,938 815,570 1,537,115 1,641,555
State income taxes 40,331 40,400 80,843 77,774
General and administrative 132,779 104,653 267,270 247,548
__________ __________ ___________ ___________
941,048 960,623 1,885,228 1,966,877
___________ ___________ ___________ ___________
Income before minority
interest in operating
partnerships 248,301 173,451 520,310 363,982
Minority interest in
operating partnerships (57,371) 10,001 (107,952) 2,293
__________ __________ ___________ ___________
Net income $190,930 $183,452 $412,358 $366,275
__________ __________ __________ __________
__________ __________ __________ __________
Per share data:
Basic earnings $0.12 $0.12 $0.27 $0.24
Diluted earnings $0.12 $0.12 $0.27 $0.24
See accompanying notes.
Century Realty Trust and Subsidiaries
Consolidated Statements of Cash Flows
Six Months
Ended June 30
1999 1998
__________ __________
Operating Activities
Net income $412,358 $366,275
Adjustments to reconcile net
income to cash provided by
operating activities:
Depreciation and amortization 915,480 938,684
Minority interest 107,952 (2,293)
Changes in operating assets
and liabilities:
Restricted cash (135,294) (272,476)
Accounts and accrued income receivable (107,621) (65,550)
Other assets (9,496) (33,581)
Accounts payable and accrued liabilities 112,320 73,545
Tenants' security deposits and
unearned rent (25,182) 10,560
__________ __________
Net cash provided by operations 1,270,517 1,015,164
Investing Activities:
Purchase of property and improvements (262,467) (278,775)
Lease principal payments received 16,929 13,788
__________ __________
Net cash used in investing activities (245,538) (264,987)
Financing Activities:
Net short-term borrowings - 2,440,930
Principal payments on mortgage notes payable (281,391) (2,709,670)
Sale of treasury shares 2,850
Dividends paid to shareholders (613,861) (603,452)
Distributions to minority interest (88,930) -
__________ __________
Net cash used in financing activities (981,332) (872,192)
__________ __________
Net increase in cash and cash equivalents 43,647 (122,015)
Balance at beginning of period 744,901 782,631
__________ __________
Balance at end of period $788,548 $660,616
__________ __________
__________ __________
See accompanying notes.
Notes to Financial Statements
Century Realty Trust and Subsidiaries
Unaudited
NOTE 1 - Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. For further information,
refer to the consolidated financial statements and footnotes thereto
included in the Trust's annual report on Form 10-K for the year ended
December 31, 1998.
NOTE 2 - Mortgage Notes Payable
Ten of the fifteen properties owned by the Trust are encumbered by
mortgage loans that are payable in monthly installments totaling
approximately $216,000, including interest at fixed rates ranging from
6.97% to 9.5% per annum, and which mature from December 1, 2000 to August
1, 2008. Scheduled payments during the three months and six months ended
June 30, 1999 decreased mortgage loan balances, in the aggregate, by
$116,857 and $230,366, respectively.
The five apartment properties owned by the operating partnerships
controlled by the Trust have long-term mortgage loans that are payable
in monthly installments totaling approximately $76,000. The loans have
interest rates ranging from 8 1/8% to 8 7/8%, and mature from June 1,
2006 to May 1, 2030. Scheduled payments during the three months and six
months ended June 30, 1999 decreased mortgage loan balances, in the
aggregate, by $25,775 and $51,025, respectively.
Mortgage loans on each of the two phases of the Creek Bay at Meridian
Woods apartments, a 208-unit property in Indianapolis, matured in 1998 with
balances due at maturity totaling $5.4 million. The balances due at maturity
were repaid with proceeds of a new, 10-year first mortgage loan in the amount
of $6.75 million. The excess proceeds from the new mortgage loan, $1.35
million, were used to reduce short-term bank borrowings. 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.
Note 4 - Earnings Per Share
A reconciliation of the numerator and denominator of the earnings per
share computation is as follows:
Three Months Six Months
Ended June 30 Ended June 30
______________________ _____________________
1999 1998 1999 1998
__________ __________ _________ _________
Numerator:
Numerator for basic
and diluted earnings
per share $190,930 $183,452 $412,358 $366,275
_____________________________________________
_____________________________________________
Denominator:
Denominator for basic
earnings per share -
weighted average
outstanding shares 1,547,417 1,547,314 1,547,514 1,547,314
Effect of dilutive
securities:
Stock options 377 861 693 843
____________________________________________
Denominator for diluted
earnings per share -
adjusted weighted
average shares and
assumed conversions 1,547,794 1,548,175 1,548,207 1,548,157
____________________________________________
____________________________________________
Basic earnings per share $.12 $.12 $.27 $.24
Diluted earnings per share $.12 $.12 $.27 $.24
Shareholder rights have not been included in the earnings per share
calculation because they would be anti-dilutive at June 30, 1999 and 1998.
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, 1999 and 1998, and throughout the quarters and six month
periods then ended, the Trust owned or controlled fifteen apartment
communities containing 2,136 apartment units, three multi-tenant commercial
properties containing 89,000 rentable square feet, and two restaurant
properties leased to operators under net leases. Five of the fifteen
apartment communities containing a total of 586 units are owned by
partnerships over which the Trust has exclusive control. A detailed listing
of the investment real estate is contained on Page 2 of the Trust's 1998
annual report. At June 30, 1999 and 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
property, also account for most of the rental income and expenses reported.
Management expects the real estate portfolio will be unchanged during the
third quarter of 1999, and that operating income and expenses in the third
quarter of 1999 will approximate the comparable amounts reported for the
second quarter of 1999.
RESULTS OF OPERATIONS
For the quarter and six months ended June 30, 1999, the Trust reported
increases of 2.4% and 3.3%, respectively, in gross income from real estate
operations over the comparable 1998 periods. Gross income from apartment
operations accounted for 42% and 73% of the increases for the quarter and
six month periods. Income from apartment operations increased by 1.1% and
2.5% over the prior year quarter and six month periods on the strength of
2% higher average rental rates. Economic occupancy for the second quarter
of 1999 was 92.5%, down from 93.4% in the prior year quarter; and, for the
six months ended June 30, 1999, was 93.2%, up from 92.8% during the
comparable period of 1998.
Rental properties other than apartments that accounted for 6% percent
of total income from rental operations in the first half of 1999, accounted
for $55,800, or 27% of the increase compared to the prior year half due to
higher rental rates and increased occupancy. Occupancy rates averaged 98%
during the first half of 1999, up from 95% during the comparable six months
of 1998.
Operating expenses, excluding interest and depreciation, for the
apartment properties consumed 49.5% of gross possible income for the second
quarter of 1999, up from 48.7% for the prior year period, and amounted to an
increase of $58,635, or 3.7%. For the six months ended June 30, 1999 and
1998, apartment operating expenses were 49% and 47.1%, respectively, of
gross possible income, up $149,862, or 4.9%, from the comparable period of
1998. A comparatively severe winter season following an unusually mild
winter a year ago resulted in significantly higher utility costs and
winter-related repair expenses during the first quarter of 1999. Heavy snow,
state-wide, in early January, 1999, resulted in an increase of approximately
$30,000 in snow and ice removal costs, and accounted for 20% of the increase
in total operating expenses for the six-month period.
Real estate taxes on Indiana property are assessed on March 1 each year
and are payable in two installments in the following calendar year. Real
estate tax expense for the current year periods represents one-fourth
(quarter) and one-half (six months) of the estimated real estate taxes
payable during the next calendar year. Estimates are based on actual tax
payments during the current year with allowances for anticipated rate
increases comparable with past experience.
Increases in legal, accounting and other professional fees accounted
for the increases of 27% and 8% in general and administrative expenses
between the quarters and six-month periods ended June 30, 1999 and 1998,
respectively. Administrative salaries and related payroll taxes and benefits,
increased by $660 and $1,070, less than 1%, for the quarter and six months
ended June 30, 1999, respectively, over the prior year periods. In the first
half of 1999, general and administrative expenses consumed 4.1% of income
from real estate operations, up from 3.9% in the first half of 1998.
Interest expense related to loans outstanding throughout the second
quarter and six month periods of 1999 and 1998 declined by $13,600 and
$25,900, respectively due to the scheduled reduction of loan balances.
Additionally, interest expense was reduced by $5,000 and $10,000 between
the second quarter and six months ended June 30, 1999 and 1998, because of
the repayment of $250,000 of short-term bank borrowings in October, 1998.
The balance of the reduction in interest expense between the second quarters
and six month periods of 1999 and 1998 resulted from the repayment at
maturity in July, 1998 of $5.4 million of 9 1/4% mortgage loan balances and
$1.35 million of 8% short-term bank borrowings with the proceeds of a new
ten-year 6.97% mortgage loan.
FINANCIAL CONDITION AND LIQUIDITY
On July 8, 1999, the Trust declared a $.20 per share cash distribution
payable August 16, 1999 to shareholders of record July 30, 1999. That
distribution will require total disbursements of $309,523. Four of the
five controlled partnerships declared surplus cash distributions aggregating
$47,000 payable August 25, 1999 to partners of record June 30, 1999.
The Trust may be liable for a penalty related to its dividend
information returns for 1996. The Internal Revenue Service, on November 30,
1998, assessed a penalty of $151,400 against the Trust, claiming that a
programming error which misplaced the decimal point in one summary record
was not timely corrected. The Trust is currently pursuing its administrative
appeal rights with the IRS and intends to vigorously oppose the penalty
assessment. As a result of the uncertainty concerning the outcome of the
penalty issue, no liability has been recorded at June 30, 1999.
Other than the requirement for declared, but unpaid distributions and
the contingency described, management is not aware of any significant
transactions or events which would require material expenditures in the
second half of 1999.
Except for $100,000 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
1999. No transactions or events have occurred to indicate that funds
provided by operations during the balance of 1999 will differ
disproportionately from the first half of the year. At June 30,1999,
the Trust held approximately $788,500 in unrestricted cash which management
believes is sufficient to meet anticipated working capital requirements.
INFLATION
Management believes that the direct effects of inflation on the Trust's
quarterly operations have been insignificant during 1998 and 1999.
YEAR 2000 READINESS
The Trust completed an assessment of its Year 2000 exposure in 1998
and concluded that it has no significant exposure in its information and
non-information systems. Computerized information systems used in
accounting and word processing are all based on personal computers, either
as stand-alone units or in hard-wired networks. The Trust has no computer
systems that interface with another entity. None of the Trust's computer
information systems is considered critical to the conduct of its business.
None of the Trust's investment properties has centralized or automated
utility, communications or security systems. None of its properties has
elevator or escalator equipment. Security lighting is regulated by photo
electric cells and heating systems are regulated by heat-sensitive
thermostats.
The principal independent property management firm that manages most of
the Trust's investment properties completed its software assessment in 1998
and concluded that all software in use is Year 2000 compliant. That firm
has recently replaced or upgraded its computer hardware so that all of its
equipment, as well as software, is now certified to be Year 2000 compliant
by a qualified independent consultant.
Substantially all hardware used in the Trust's operations has been
purchased new within the last five years. All accounting and information
processing software in use is well-known, commercially available, and
purchased within the last five years. The Trust uses custom-written
software for its investors records, distribution payments, and tax reporting.
All custom software in use was developed within the last three years and
certified by the developer to be Year 2000 compliant.
Due to the use of relatively modern equipment, relatively simple and
readily available software, and the absence of critical systems, the cost
and organizational involvement required to assess the Trust's state of
readiness for the Year 2000 has been immaterial. No remediation requirements
have been identified to date and none are expected.
Apartment properties comprise the majority of the Trust's invested
assets and account for most of its revenue. The Trust's profitability in
the short run and its survival in the long run, depends upon the ability
and willingness of the residents of its apartments to pay rent when due.
The most likely worst case scenario related to the Year 2000 for the
Trust is that the residents of its apartments may be unwilling or unable
to pay rent. Disruption in electric, heat and/or water service could prompt
some residents to temporarily withhold part or all rent due the Trust. Lost
wages or payroll delays due to Year 2000 problems encountered by residents'
employers or others upon whom those employers depend could jeopardize the
ability of some residents to pay rent.
In the event that unforeseen Year 2000 problems arise in the accounting
systems used by the Trust and/or its independent management firms, essential
functions will be done manually. Non-essential functions will be curtailed
until corrective measures are implemented. Contingency plans with respect to
the "most likely worst case scenario" have not been finalized. The objective
of such contingency planning is to enable the Trust, in spite of a
substantial temporary decrease in revenue, to meet its debt service and
payroll obligations in January, 2000 and beyond, if necessary.
PART II
Item 6(b). No events occurred during the three months ended June 30,
1999, 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,
1999, and December 31, 1998, and the results of its operations and its cash
flow for the three months and six months ended June 30, 1999, and June 30,
1998, 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
1998 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 and Treasurer
Date_____________ By___________________________
David F. White
Controller