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, 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
September December
30, 1998 31, 1997
___________ ___________
Unaudited
Assets
Real estate investments:
Land $3,776,383 $3,776,383
Buildings 51,621,157 51,276,043
Equipment 1,291,572 1,154,128
Allowances for depreciation (9,948,278) (8,641,330)
___________ ___________
46,740,834 47,565,224
Net investment in direct financing leases 356,963 401,677
___________ ___________
47,097,797 47,966,901
Cash and cash equivalents 929,229 782,631
Restricted Cash 1,247,934 1,028,324
Accounts and accrued income receivable 531,776 415,182
Unamortized management contracts 597,624 650,475
Unamortized mortgage costs 498,606 467,705
Undeveloped land 99,675 99,675
Other assets 192,666 117,195
___________ ___________
$51,195,307 $51,528,088
___________ ___________
___________ ___________
Liabilities and shareholders' equity
Liabilities:
Short-term debt $350,000 $1,650,000
Mortgage notes payable 35,828,260 34,828,474
Accounts payable and accrued liabilities 484,044 465,733
Interest 259,778 241,679
State income and property taxes 1,846,825 1,455,212
Tenants' security deposits and unearned rent 508,110 483,362
___________ ___________
39,277,017 39,124,460
Minority interest in operating partnerships 3,413,586 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 472,525 835,756
Undistributed net realized gain from the
sale of real estate 1,316,078 1,316,078
Cost of treasury shares (42,518) (42,518)
___________ ___________
8,504,704 8,867,935
___________ ___________
$51,195,307 $51,528,088
___________ ___________
___________ ___________
See accompanying notes.
Century Realty Trust and Subsidiaries
Consolidated Statements of Income
Three Months Nine Months
Ended September 30 Ended September 30
_____________________ _____________________
1998 1997 1998 1997
__________ __________ __________ __________
Income
Real estate operations:
Rental Income $3,148,099 $2,368,037 $9,313,778 $6,483,637
Income from direct
financing leases 12,492 13,830 37,476 41,492
Other income 66,239 32,232 196,130 112,228
__________ __________ __________ __________
3,226,830 2,414,099 9,547,384 6,637,357
Less:
Operating expenses 1,324,004 970,683 3,756,815 2,494,033
Depreciation 457,128 327,135 1,369,073 896,721
Real estate taxes 329,186 259,830 994,178 691,929
__________ __________ __________ __________
2,110,318 1,557,648 6,120,066 4,082,683
__________ __________ __________ __________
1,116,512 856,451 3,427,318 2,554,674
Interest 10,005 12,538 30,058 41,134
__________ __________ __________ __________
1,126,517 868,989 3,457,376 2,595,808
Expenses:
Interest 792,976 582,566 2,434,531 1,513,148
State income taxes 39,641 38,152 117,415 120,048
General and administrative 126,213 98,432 373,761 305,919
__________ __________ __________ __________
958,830 719,150 2,925,707 1,939,115
__________ __________ __________ __________
Income before minority
interest in operating
partnerships 167,687 149,839 531,669 656,693
Minority interest in
operating partnerships 15,723 - 18,016 -
__________ __________ __________ __________
Net income $183,410 $149,839 $549,685 $656,693
__________ __________ __________ __________
__________ __________ __________ __________
Per share data:
Basic earnings $0.12 $0.10 $0.36 $0.44
Diluted earnings $0.12 $0.10 $0.36 $0.43
See accompanying notes.
Century Realty Trust and Subsidiaries
Consolidated Statements of Cash Flows
Nine Months
Ended September 30
___________________________
1998 1997
__________ __________
Operating Activities:
Net income $549,685 $656,693
Adjustments to reconcile net
income to cash provided by
operating activities:
Depreciation - investment properties 1,359,798 893,346
Depreciation and amortization - other 47,779 26,562
Minority interest (18,016) -
Changes in operating assets
and liabilities:
Restricted cash (219,610) (111,034)
Accounts and accrued income receivable (116,594) (143,898)
Other assets (185,656) (302,867)
Accounts payable and accrued liabilities 428,023 462,789
Tenants' security deposits and
unearned rent 24,748 181,272
__________ __________
Net cash provided by operations 1,870,157 1,662,863
Investing Activities:
Investment in short-term investments - (2,176,286)
Proceeds from short-term investments - 1,975,726
Acquisition of real estate,
net of debt assumed - (2,706,890)
Purchase of property
improvements and replacements (482,558) (268,193)
Lease principal payments received 44,714 28,578
__________ __________
Net cash used in investing activities (437,844) (3,147,065)
Financing Activities:
Short-term bank borrowing (1,300,000) 1,900,000
Net proceeds from long-term mortgage loan 6,689,609 -
Mortgage loan balance refinanced (5,379,305) -
Principal payments on mortgage notes (310,518) (277,385)
Proceeds from sale of treasury shares - 708,025
Distributions to minority interest holders (75,789) -
Dividends paid to shareholders (909,712) (961,506)
__________ __________
Net cash provided by (used in)
financing activities (1,285,715) 1,369,134
__________ __________
Net increase in cash and cash equivalents 146,598 (115,068)
Balance at beginning of period 782,631 315,337
__________ __________
Balance at end of period $929,229 $200,269
__________ __________
__________ __________
See accompanying notes.
Notes to Consolidated Financial Statements
Century Realty Trust and Subsidiaries
Unaudited
Note 1 - Real Estate Investment Transactions in 1997
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
previously held. The apartment properties acquired in the
fourth quarter of 1997 represented a 38% increase over the
number of apartment units operated during the third quarter of
1997. Following is a description of each 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, to the seller, 24,175
previously unissued shares of beneficial interest valued at $275,000.
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. Subsequently, the Trust has
increased its equity investment by approximately $40,000.
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 September 30, 1998, and throughout the quarter and nine
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. The Trust has not disposed of or acquired
investment properties during 1998. 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 September 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 three quarters of 1998, up 48% from the 1,442 units in
operation during the first three quarters of 1997. The 2,136 units
in operation during the third quarter of 1998 represents a 38%
increase over the 1,550 units operated in the third quarter, and
18% over the weighted average of 1,804 units operated in the
fourth quarter of 1997. Management expects that, exclusive of
the impact attributable to future real estate transactions, if
any, operating income and expenses will increase
proportionately, approximately 18%, in the fourth quarter of
1998.
Results of Operations.
For the quarter and nine months ended September 30, 1998, the
Trust reported increases of 32.9% and 43.7%, respectively, in
rental income over the comparable 1997 periods due, entirely, to
investment properties acquired late in the second quarter and in
the fourth quarter of 1997 (the newly-acquired properties). The
newly-acquired properties accounted for $755,200 and $2,800,800
of increases in rental income for the quarter and nine months
ended September 30, 1998, respectively. Rental income from
properties owned throughout the first nine months of 1998 and
1997 increased by $24,900, or 1.2%, from the third quarter, and
by $29,300, or .5%, from the first three quarters of the prior
year.
The nine apartment properties (1,358 units) that the Trust
owned throughout the first three quarters of 1998 and 1997
reported average nine-month economic occupancy rates of 92.1%
and 92.6% for the two periods, respectively. Average rental
rates increased 1.1% 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 third quarters of 1998
and 1997, the same properties experienced average economic
occupancy rates of 91.7% and 91.1%, respectively. Operating
expenses, excluding interest and depreciation, for the same
properties amounted to 46.2% of gross possible income for the
first nine months of 1998, up from 45.7% for the prior year
period, and amounted to a increase of 2.2% in total operating
expenses. For the third quarters of 1998 and 1997, the
comparable operating expense rates were 48.9% and 47.6%,
respectively.
The economic occupancy rate for the 778 newly-acquired
apartment units averaged 98.3% for the third quarter and 95.3%
for the first nine months of 1998. Operating expenses for the
same properties, excluding interest and depreciation, amounted
to 52.7% of gross possible income in the third quarter and 52.4%
for the first three quarters of 1998.
Rental properties other than apartments that were owned
throughout the first three quarters of 1998 and 1997 accounted
for 2.6% percent of total rental income in the first nine months
of 1998. Those properties produced a 13.9% ($21,300) increase in
net operating income the prior year comparable period. Rental
income, due to higher rental rates and increased occupancy, was
up $23,200, or 10.6%, while operating expenses increased by
3.6%. During the first three quarters 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 third quarter and nine months of
1998. It accounted for $66,600 and $195,800 of gross rental
income for the quarter and nine months, respectively.
Depreciation expense in the third quarter and nine
months of 1998, includes $104,350 and $400,900, respectively,
applicable to the newly-acquired properties. The balance of the
increase in depreciation over the third quarter and nine months
of 1997, is applicable to capitalized expenditures for
replacements and improvements to properties owned throughout the
comparable periods of 1998 and 1997.
Real estate taxes in the third quarter and nine months of 1998
includes $75,000 and $312,600, respectively, applicable to the
newly-acquired properties, and accounts for all of the increase
over the prior year quarter and nine 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 $53,250 of general and administrative expenses in
the first nine months of 1998. Other than the
partnership-related expenses, general and administrative
expenses increased 4.8% from the first nine months of 1997.
Two-thirds of that increase related to shareholder
communications and audit fees. Administrative salaries and
related payroll taxes and benefits, increased $3,500, or 2% over
the prior year period. In the first three quarters of 1998,
general and administrative expenses consumed 3.9% of income from
real estate operations, down from 4.6% in the first nine months
of 1997.
Interest expense related to loans outstanding throughout the
first nine months of 1998 and 1997 declined by $11,700 and $25,000
in the third quarter and nine months, respectively, due to the
scheduled reduction of loan balances. Increases in mortgage
loan interest expense applicable to the newly acquired
properties amounted to $229,300 and $885,000 in the third
quarter and first nine months of 1998, respectively. Interest
expense incurred for short-term loans related to the 1997
property acquisitions amounted to $107,300 for the first nine
months of 1998, up $61,300 from $46,000 incurred during the
comparable period of 1997. For the third quarters of 1998 and
1997, interest incurred for short-term borrowings amounted to
$31,500 and $38,700, respectively, a decrease of $7,200.
Financial Condition and Liquidity.
At September 30, 1998, the Trust held approximately $929,000 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 $350,000 of short-term
debt, of which $250,000 was repaid in October, 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 three quarters of the year.
Management believes that the remaining short-term debt can be
repaid with funds provided by operations. Other options under
consideration include 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 $.59 per share were paid in the first nine
months of 1998, and on October 1, 1998, the final 1998 quarterly
distribution of $.20 per share was declared for payment November
16, 1998 to shareholders of record October 30, 1998.
Inflation.
Management believes that the direct effects of inflation on the
Trust's quarterly 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 unique adverse effect on
the Trust. The Trust has not estimated the direct or indirect
adverse impact which could result from the failure by utility
companies and other third party service providers to eradicate
year 2000 bugs from their systems.
PART II
Item 6(b). No events occurred during the three months
ended September 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 September 30, 1998, and December 31,
1997, and the results of its operations and its cash flow for
the three months and nine months ended September 30, 1998, and
September 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
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SHEETS, STATEMENTS OF INCOME, AND STATEMENTS OF CASH FLOW AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
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