SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20259
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 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.)
823 Chamber of Commerce Building 46204
Indianapolis, Indiana (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (317)632-5467
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Shares of Beneficial Interest
(Title of Class)
Indicate by check mark whether the 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 for 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
--- ---
The aggregate market value of the voting stock held by nonaffiliates of the
Registrant was $15,530,220, based upon the average bid and asked prices on
March 10, 1998
Shares of Beneficial Interest, no par value--1,547,314 shares outstanding as
of March 10, 1998.
PART 1
ITEM 1. BUSINESS
The principal business of Century Realty Trust, an Indiana business trust,
is the ownership of income-producing real properties, which consist of
fifteen apartment complexes, two restaurant properties, three commercial
properties, and various parcels of undeveloped land which are situated
adjacent to rental properties owned by the Trust. In 1997, the Trust
expanded its investment options to include the exclusive control of real
estate through the use of operating partnerships. At the end of 1997, five
of the Trust's fifteen apartment properties were owned by operating
partnerships. Other than long-term leases on the restaurant properties,
the Trust's rental income is derived from short-term leases of units in its
various buildings. The residential properties are managed under agreements
with independent property management firms. The Trust and its operating
partnerships reimburse the management firms for compensation of approximately
65 persons employed at the apartment properties.
The Trust has elected to be treated as a real estate investment trust under
the Internal Revenue Code and to distribute substantially all of its real
estate investment trust taxable income. A real estate investment trust is
an investment vehicle which permits individuals, by purchasing shares, to
invest in real estate equities and/or mortgage loans, and share in the
profits therefrom without having profits subjected to federal income taxes
at the trust level.
ITEM 2. PROPERTIES
The following investment properties were owned by the registrant at
December 31, 1997:
Year No. of 1997 Net
Apartments Location Acquired Units Occupancy Investment
__________ ________________ _________ ______ _________ __________
Park Plaza Indianapolis, IN 1973 176 91% $ 666,728
Fontenelle Kokomo, IN 1973 176 91 1,162,736
Park Forest Marion, IN 1973 64 95 443,187
Chester Heights Richmond, IN 1973 110 92 420,667
Driftwood Park Indianapolis, IN 1989 48 90 1,033,057
Regency Royale Mishawaka, IN 1993 132 92 3,477,453
Creek Bay Indianapolis, IN 1993 208 98 6,938,682
Eagle Creek Indianapolis, IN 1995 256 91 6,660,714
Charter Oaks Evansville, IN 1997 192 88 5,094,799
Barcelona* Kokomo, IN 1997 64 83 1,425,467
Beech Grove* Jeffersonville, IN 1997 182 95 4,134,610
Hampton Court* Indianapolis, IN 1997 92 96 1,727,370
Sheffield Square* New Albany, IN 1997 152 93 4,285,340
West Wind Terrace* Indianapolis, IN 1997 96 95 1,772,297
_____ ___________
Total Apartments 2,136 45,054,590
* Property is owned by a partnership controlled by the Trust.
Year Square Currently Net
Commercial Location Acquired Feet Leased Investment
________________ ________________ ________ ______ _________ __________
Office/Warehouse
401 Industrial Carmel, IN 1977 38,000 94% $ 307,807
Office Buildings
1810 E. 62nd Indianapolis, IN 1986 17,000 94 410,477
3510-20 E. 96th Indianapolis, IN 1997 34,000 93 1,542,378
______ ___________
Total Commercial 89,000 2,260,661
Year Square Lease Net
Restaurants Location Acquired Feet Expires Investment
________________ ________________ ________ ______ ________ __________
Fortune House Indianapolis, IN 1979 5,000 2004 453,017
Miami Subs Orlando, FL 1979 3,500 1998 198,633
_____ _______
Total Restaurants 8,500 651,650
___________
ALL INVESTMENT PROPERTIES $47,966,901
___________
___________
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings against the trust, and no
such proceedings are known to be contemplated.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the
fourth quarter of the year ended December 31, 1997
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Trust's shares of beneficial interest are traded over-the counter. Cash
distributions are paid approximately 45 days after the end of each quarter.
The high and low published bid prices and distributions for the last two
years were:
Distributions
1997 High Low Declared
____________ ______ ______ _____________
1st Quarter $11.13 $10.63 $0.21
2nd Quarter 11.38 11.13 0.22
3rd Quarter 11.63 11.38 0.22
4th Quarter 11.63 11.63 0.22
1996
____________ ______ ______ _____________
1st Quarter $ 9.13 $ 8.63 $ -
2nd Quarter 9.13 9.13 0.40
3rd Quarter 10.25 9.13 0.21
4th Quarter 10.50 9.13 0.21
ITEM 6. SELECTED FINANCIAL DATA
In thousands, except per share data and number of apartments
Years ended December 31, 1997 1996 1995 1994 1993
________________________ _______ _______ _______ _______ _______
Operating Data:
Rental and other
income $ 9,364 $ 8,385 $ 7,761 $ 6,044 $ 3,921
Gains on sale of property - - - - 1,316
Income before minority
interest in operating
partnerships 832 1,022 832 703 2,086
Net income 859 1,022 832 703 2,086
Cash distributions declared 1,307 1,192 1,106 1,003 967
Weighted average number
of shares outstanding 1,515 1,454 1,389 1,346 1,258
Per share:
Basic earnings $ 0.57 $ 0.70 $ 0.60 $ 0.52 $ 1.66
Diluted earnings 0.56 0.69 0.59 0.51 1.66
Distributions declared 0.87 0.82 0.78 0.75 0.77
Balance Sheet Data:
Total real estate
investments(a) $56,608 $36,261 $36,096 $29,078 $22,650
Allowances for
depreciation (8,641) (7,476) (6,511) (5,663) (4,934)
Total assets 51,528 30,538 30,762 24,181 18,877
Mortgage and other
notes payable 36,478 20,438 20,449 14,607 10,014
Total liabilities 39,124 22,205 22,277 16,022 11,200
Minority interest in
operating partnerships 3,536 - - - -
Shareholders' equity 8,868 8,333 8,485 8,159 7,677
Number of shares
outstanding 1,547 1,454 1,452 1,382 1,320
Other Data:
Cash flow data:
Cash provided by
operating activities $ 2,098 $ 1,977 $ 1,831 $ 1,440 $ 1,407
Cash (used in)
investing activities (3,299) (609) (6,467) (1,055) (3,891)
Cash provided by (used
in) financing
activities 1,668 (1,242) 4,711 (586) 2,652
Funds from operations(b):
Income before minority
interest in operating
partnerships $ 832 $ 1,022 $ 832 $ 703 $ 2,086
Deduct gains on sale
of property - - - - 1,316
Add back investment real
estate depreciation 1,265 1,111 1,050 862 561
_______ _______ _______ _______ _______
Funds from operations $ 2,097 $ 2,133 $ 1,882 $ 1,565 $ 1,331
_______ _______ _______ _______ _______
_______ _______ _______ _______ _______
Apartment units owned(a):
Owned at December 31 2,136 1,358 1,358 1,102 914
Weighted average number
of apartments owned
during the year 1,503 1,358 1,294 1,055 759
(a) Real estate owned includes apartments owned by operating partnerships
created and controlled by the Trust.
(b) Funds from operations (FFO) is defined as income before gains on sale
of property and minority interest of unitholders in operating partnerships
created and controlled by the Trust plus investment property depreciation.
FFO should be considered along with, not as an alternative to, net income
and cash flows as a measure of the Trust's operating performance and
liquidity. FFO does not represent cash flow from operating activities
and is not necessarily indicative of cash available to fund capital
expenditures, debt repayment, or other cash needs.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
Contained in this discussion and elsewhere in this annual report 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 December 31, 1997 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. Six of the apartment
properties containing 778 units and one commercial property containing
34,000 rentable square feet were acquired during 1997. A detailed
description of the real estate acquisitions is contained in Note 3 "Real
Estate 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 December 31, 1997 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.
On a weighted average basis, 1,503 apartment units contributed to the Trust's
operations in 1997, up 11% from the 1,358 units in operation during 1996. The
2,136 apartment units in the portfolio represents a 42% increase over
weighted average number of units reflected in the 1997 operations. Management
expects that, exclusive of the impact attributable to future real estate
transactions, operating income and expenses will increase proportionately in
1998.
RESULTS OF OPERATIONS -- 1997
The Trust experienced increases of approximately 11% in income and 16% in
expenses related to its real estate operations in 1997. The investment
properties acquired in 1997 accounted for 98% of the increase in income and
80% of the increase in expenses. For properties owned during all of 1997
and 1996, rental income increased .2%, representing the net effect of 3.3%
higher rental rates offset by a decrease in occupancy to 92.8% from 95.4%.
Real estate operating expenses for the same properties increased 3.2%, an
amount comparable to the increase in rental rates. For the same apartment
properties, operating expenses, including real estate taxes (excluding
interest and depreciation) amounted to 45.8% and 46.3% of gross possible
income for 1997 and 1996, respectively. At December 31, 1997 the occupancy
rate for all of the Trust's apartment properties, combined, was 92%. At
the end of 1996, the overall apartment occupancy was 95%. The apartment
properties owned for all of 1997, with few exceptions, experienced higher
turnover rates during the year, and ended 1997 with lower occupancy rates.
Management believes that the availability and affordability of single family
homes is primarily responsible for the recent decline in its overall
apartment occupancy.
The Charter Oaks apartments in Evansville, Indiana, which the Trust purchased
in mid-1997 fell significantly short of expectations in its first six months
in the portfolio. On its equity investment in Charter Oaks, the Trust realized
an annualized cash return of less than one percent in 1997. The 192-unit
apartment property, which was 95% occupied when purchased, experienced an
88.3% occupancy rate during the last half of 1997 and ended the year 85%
occupied. Operating expenses, which included certain nonrecurring start-up
costs, amounted to 57.1% of gross possible income. Management believes that
a normal expense ratio for Charter Oaks would be 46.5% . Certain higher-rent
units have been upgraded and an intensified marketing program has been
implemented. Based on recent positive results attributed to those efforts,
management is confident that both occupancy rates and expense ratios will
improve in 1998. In contrast to the Charter Oaks property, the 34,000 square
foot office property the Trust purchased in 1997, exceeded expectations, both
as to occupancy rate and expense ratio. On its equity investment in the
office property, the Trust realized an annualized cash return of 10% in 1997.
Nonresidential properties owned during all of 1997 and 1996, which accounted
for 3.2% of total income from operations in 1997, and 3.8% in 1996,
experienced a 6.8% ($21,500) decrease in total rental income. The decrease
in rental income from commercial properties resulted primarily from lower
occupancy rates in 1997. In 1996, those properties were 100% leased for
nearly the entire year.
During 1997, 40% of the $79,000 of interest income earned by the Trust was
derived from the short term investment of funds in discount notes issued by
agencies of the U.S government, 22% was earned at money market rates on sweep
account demand deposit funds and the balance was earned at savings account
rates on restricted cash balances. Restricted cash balances consist of tax
and insurance escrow deposits and replacement fund balances held by mortgage
lenders, and tenant security deposit savings accounts. In 1997, the Trust
earned a 4.5% average rate of return on an average total amount of cash and
short-term investments of $1,077,000, exclusive of the restricted cash
accounts over which the Trust does not have investment discretion. In 1996,
75% of the interest income earned by the Trust was derived from short-term
investments in certificates of deposit and U.S. government agency discount
notes. The average rate of return earned in 1996 was 4.9%. The balance of
interest income in 1996 was derived, primarily, from the day to day
investment of excess cash deposits at money market rates of return.
Interest expense applicable to loans related to investment activities
increased by $271,000 in 1997, while interest expense related to seasoned
mortgage loans decreased by $31,000. The increase in interest expense related
to investment activities included $91,000 applicable to short-term borrowings
against the Trust's credit facility for the property acquisitions in 1997.
Interest expense applicable to the long-term mortgage loan assumed with the
purchase of the Charter Oaks apartments amounted to $166,000 in 1997. The
balance of the increase in interest expense resulted from long-term mortgage
loans on two properties that were refinanced in 1996. For 1997, mortgage
interest expense averaged 8.88% on average outstanding balances of $22.6
million. For 1996, the overall effective interest rate was 9.12% on average
outstanding mortgage loan balances of $20.4 million.
At December 31, 1996, all of the mortgage notes payable provide for fixed
interest rates. Using discounted cash flow analysis based on the Trust's
current incremental borrowing rates, the aggregate fair value of those notes
at December 31, 1997, was approximately 5.3% higher than the carrying amount.
(See Note 8 to the financial statements).
General and administrative expenses amounted to 4.5% of income from real
estate operations in 1997, compared with 4.7% in 1996. Employee compensation
cost, which includes payroll taxes and benefits, amounted to $242,400 in 1997,
up 1.3% from $239,300 in 1996. The additional accounting and investor
relations activities related to the property acquisitions in 1997 will
require additional personnel costs in 1998. However, management expects
that total general and administrative expenses, as a percent of income from
real estate operations, will not increase in 1998.
RESULTS OF OPERATIONS -- 1996
The Trust reported increases of approximately 8% in income and 9% in expenses
related to its real estate operations in 1996. In March, 1995, the Trust
purchased the Fox Run apartments, a 256-unit property, in Indianapolis,
Indiana. Fox Run increased by 23%, the number of apartment units in the
Trust's investment portfolio since the beginning of 1995. That purchase is
described in Note 3 to the financial statements. Apartment rental income,
as a percentage of total income from operations amounted to 96% in both 1996
and 1995. For all apartments owned, economic occupancy in 1996 was 95.4%,
down from 96.5% in 1995.
The Fox Run apartments represented 18.8% of the 1,358 units owned at the end
of 1996. That property accounted for 70% of the $612,000 increase in income
from real estate operations in 1996. Fox Run was also responsible for most
of the increases in rental operating expenses (73%), and depreciation (89%),
and for all of the increase in real estate taxes. For 1996, the Fox Run
apartments were 94.3% occupied and had an operating expense ratio, excluding
depreciation, of 50.5% of gross possible income. For 1995, the 444 apartment
units then considered to have been recently acquired experienced an occupancy
rate of 95.3%, and accounted for 86% of the increase in income from real
estate operations from the previous year.
The Trust owned 1,102 apartment units in eight complexes throughout 1995 and
1996. Those properties provided 76.5% of the Trust's total income from
operations in 1996, compared with 80% in 1995. Occupancy rates averaged
95.7% for 1996, down from 96.7% in 1995. The small decline in occupancy in
1996 partially offset higher rental rates, which were up an average of 3.8%,
to produce a $166,000 (2.7%) increase in gross income from those properties.
Operating expenses for the same properties, excluding real estate taxes and
depreciation, increased by approximately $64,000, or 2.9%. Operating
expenses, excluding depreciation, consumed 45.2% of gross possible income in
1996, down from 45.9% in 1995.
Nonresidential properties, which accounted for 3.8% of total income from
operations in 1996, and 3.9% in 1995, provided 3.8% of the increase in total
rental income. The increased rental income from commercial properties
resulted primarily from higher rental rates in 1996.
During 1996, 75% of the interest income earned by the Trust was derived from
the short term investment of funds in FDIC-insured certificates of deposit
and discount notes issued by agencies of the U.S government. The balance of
interest income was earned at money market rates on sweep account demand
deposit funds. In 1996, the Trust earned a 4.9% average rate on an average
invested balance of $844,500. At the end of 1996, funds invested in U.S.
government agency discount notes that mature in 1997, were invested to yield
5.2%. Approximately 20% of interest earned in 1995, was at money market
rates on funds held in escrow and earmarked for investment in the Eagle Creek
Park apartments acquired in 1994. The balance of interest income was derived
from funds invested in short-term certificates of deposit and U.S. government
securities. Interest earned on those investments in 1995 represented an
average yield of 5.6% on an average invested balance of $423,000.
Interest expense applicable to loans related to investment activities
increased by $120,000 in 1996, while interest expense related to seasoned
mortgage loans decreased by $28,000. The increase in investment activities
interest expense included $124,000 applicable to the long-term fixed rate
mortgage loan on the Fox Run apartments acquired in 1995. Related to the
Fox Run acquisition, during 1996 the Trust obtained a new 10-year amortizing
mortgage loan on a non-residential property and repaid a short-term bank
loan. The net effect of the new mortgage loan to replace the short-term bank
loan was a reduction of $4,000 in interest expense. For 1996, mortgage
interest expense averaged 9.12% on average outstanding balances of $20.4
million. For 1995, the overall effective interest rate was 9.10% on average
outstanding balances of $18.6 million.
At the end of 1995, approximately 90% of the mortgage notes payable provided
for fixed interest rates. In 1996, the Trust refinanced a $2 million variable
rate loan which matured, with a $2.25 million ten year fixed rate amortizing
loan At December 31, 1996, all of the mortgage notes payable provide for
fixed interest rates. Using discounted cash flow analysis based on the
Trust's current incremental borrowing rates, the aggregate fair value of
those notes at December 31, 1996, was approximately 4% higher than the
carrying amount. (See Note 8 to the financial statements).
LIQUIDITY AND SOURCES OF CAPITAL
In April, 1998 the mortgage loan related to the Creek Bay apartments, phase
II, will mature with a balance due of $2.46 million, and in July the
mortgage loan related to Creek Bay apartments, phase I, will mature with
a balance due of $2.92 million. Management is negotiating with several
potential mortgage lenders for a new long-term, fixed rate mortgage loan
to repay the loans that will mature. With current long-term mortgage rates
being relatively low, management expects new mortgage loan proceeds to
exceed, by $1 million or more, the amount required to repay the maturing
balances. At least two potential lenders have offered terms which meet
management's expectations. Interest expense applicable to the new, larger
loan is not expected to be significantly greater than that applicable to the
existing loans. The excess amount borrowed will be used to reduce the $1.65
million short-term debt. Management is evaluating alternative sources of
funds, other than the use of working capital, to repay the balance of the
short-term bank loan.
Other than the pending refinance of mortgage loan balances and repayment of
the short-term debt, management is not aware of any significant transactions
or events which would require material expenditures in 1998. The Trust has
no other obligations, nor has it made any commitments, which would require
expenditures in excess of funds expected to be provided by operations during
1998. At December 31, 1997, the Trust had $782,000 in cash which management
believes is sufficient to meet anticipated working capital requirements.
Management expects to continue to operate the Trust as a real estate
investment trust, and to distribute to shareholders all of its otherwise
taxable income. At December 31, 1997, the Trust had no undistributed taxable
income or earnings and profits. Distributions during 1997, which totaled
$1,307,000 included all taxable income and earnings and profits for 1997
plus $315,000 designated as return of capital. During 1996, the Trust
distributed $1,192,000, of which $30,000 was designated as a return of
capital.
Due to differences in depreciation rates and carrying values of some
properties, reported income for 1997 was 10% lower; for 1996, 9% lower; and,
for 1995, 16% lower, than income for income tax purposes.
IMPACT OF INFLATION
Inflation has not had a significant impact on the Trust during 1997, 1996 and
1995.
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.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements, which are included on pages 7 through 16 of the
annual shareholders report for the year ended December 31, 1997, are
included as exhibits under Item 14.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
No change of accountants or reported disagreements have occurred which are
to be disclosed hereunder.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Identification of Trustees:
Period During
Which He Has Shares of the
Served As A Trust Beneficially
Principal Occupation Trustee Owned as of
Name and Address Age For Past Five Years (term expires)March 23, 1998
___________________ ___ ____________________ ________________________________
John I Bradshaw, Jr. 66 Exec. Vice President 1982 to date 96,294 (6.22%)
Indianapolis, IN Century Realty Trust (2000)
Other Directorships:
None
John W. Adams 49 Vice President 1996 to date 1,700 (.11%)
Indianapolis, IN Browning Investments, Inc.(2000)
Real Estate Development
Other Directorships:
Brightpoint, Inc.
John A. Wallace 74 Real estate investor 1973 to date 16,500 (1.07%)
Indianapolis, IN Self employed (1999)
Other directorships:
None
Francis M. Hapak 72 Real estate investor 1987 to date 76,605 (4.95%)
Indianapolis, IN Self employed (1999)
Other directorships:
None
King R. Traub 73 Senior Vice President 1973 to date 19,662 (1.27%)
Indianapolis, IN David A. Noyes & Company (1998)
Securities Brokerage
Prior to 1998, President
Traub and Company, Inc.
Securities Brokerage
Other directorships:
None
John I. Bradshaw, Jr. is sole owner of 43,935 shares and claims beneficial
ownership of 52,359 shares owned by trusts for his children and his sister.
John A. Wallace is the sole owner of 15,000 shares and claims beneficial
ownership of 1,500 shares owned by Brenda L. Wallace, his wife.
Francis M. Hapak is the sole owner of 38,392 shares and claims beneficial
ownership of 38,213 shares owned by Charlotte H. Hapak, his wife.
King R. Traub is sole owner of 13,579 shares and claims beneficial ownership
of 6,083 shares owned by Jane C. Traub, his wife.
(b) Identification of officers:
Name Age Office(s) Held
________________________ ___ ________________________________________
King R. Traub 73 President (since 1973) and Trustee
John I. Bradshaw, Jr. 66 Executive Vice President (since 1973)
Secretary (since 1979), Treasurer
(since 1996) and Trustee
John I. Bradshaw, Jr. is the only salaried officer of the Trust and serves
as its Chief Executive Officer. The Trust has no executive officers other
than those individuals listed.
ITEM 11. EXECUTIVE COMPENSATION
(b) Summary Compensation Table:
Annual Compensation
_________________________________
Long-Term
Name and Other Compensation
Principal Compen- Awards
Position Year Salary($) Bonus($) sation($) Options(#)
_____________________ ____ _________ ________ _________ ______________
John I. Bradshaw, Jr. 1997 99,000 - 1,942* -
Exec. Vice Pres. 1996 99,000 - 1,513* -
Chief Exec. Officer 1995 99,000 - 1,860* -
* Compensation equivalent of club dues paid on behalf of individual.
(c) Option grants in the last fiscal year: None
(d) Option exercises in the last fiscal year and fiscal year end
option value:
Value of
Unexercised
Unexercised In the Money
Shares Options at Fiscal Options at Fiscal
Acquired on Value Year End (#) Year End**
Name Exercise (#) Realized (All Exercisable) (All Exercisable)
____________________ ____________ ________ _________________ __________________
John W. Adams 700 $ 875 4,300 $10,483
John I. Bradshaw, Jr. 5,000 10,625 - -
Francis M. Hapak 5,000 10,625 - -
King R. Traub 5,000 11,000 - -
John A. Wallace 4,000 8,500 - -
**Value is based on $11.938 per share, the average of the published
over-the-counter bid ($11.625) and asked ($12.25) prices at December 31, 1997.
The option for 4,300 shares held by John W. Adams will expire April 30, 1999.
The option is exercisable at any time until the expiration date. Upon
exercise, shares in treasury, to the extent available, will be issued.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security ownership of certain beneficial owners:
Name and Address Amount and Nature
of Beneficial of Beneficial Percent
Title of Class Owner Ownership of Class
___________________ ______________________ _________________ ________
Shares of John I. Bradshaw, Jr. 96,294 6.2%
Beneficial Interest 320 N. Meridian Street
Indianapolis, IN
John I. Bradshaw, Jr. is sole owner of 43,935 shares and claims beneficial
interest in 52,359 shares owned by trusts for his children and his sister.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There were no relationships or transactions, as defined under this item, nor
are any contemplated, to be disclosed hereunder, except that during 1997 the
Registrant purchased investment real estate, a 34,000 square foot office
property, from a partnership in which a Trustee, Dr. Francis M. Hapak was a
50% partner. The purchase price, which was based on an independent
appraiser's assessment of value, was $1,518,000. Dr. Hapak abstained from
voting and did not participate in deliberations preceding the unanimous
decision by the other four trustees to purchase the property. For his
$275,000 equity interest in the property, Dr. Hapak accepted 25,175
restricted shares of beneficial interest of the Registrant.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) and (2) The response to this portion of Item 14 is submitted
as a separate section of this report.
(3) Listing of Exhibits:
Exhibit 13-Annual report to shareholders
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant during the
last quarter of the period covered by this report, except that
on December 5, 1997 the Registrant filed a report on Form 8-K
reporting the acquisition, on November 21, 1997, of a one percent
general partner interest in and management control over five
Limited Partnerships, each of which owned, as its principal
asset, one apartment property. The Registrant determined that
the purchase was a specified reportable event under Item 2 of
Form 8-K. Financial statements and exhibits specified under
Item 7 pertaining to the reportable event were subsequently filed
with Form 8-K/A on February 3, 1998.
(c) Exhibits
Response to this portion of Item 14 is submitted as an
attachment to this report.
(d) Financial Statement Schedules
The response to this portion of Item 14 is submitted as a
separate section of this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report be signed
on its behalf by the undersigned, thereunto duly authorized.
CENTURY REALTY TRUST
Date: 3/23/98 By: S/ JOHN I. BRADSHAW, JR.
Executive Vice President and Trustee
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Date: 3/23/98 S/ DAVID F. WHITE
Controller
Date: 3/25/98 S/ JOHN W. ADAMS
Trustee
Date: 3/25/98 S/ KING R. TRAUB
Trustee
Date: _________ _________________________
Francis M. Hapak, Trustee
Date:
_________ ________________________
John A. Wallace, Trustee
ITEM 14(A)(1) AND (2). LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT
SCHEDULES
The following financial statements of Century Realty Trust and Subsidiaries
are included herein and in the annual report of the Registrant to its
shareholders for the year ended December 31, 1997:
Consolidated balance sheets - December 31, 1997 and 1996
Consolidated statements of income - Years ended December 31, 1997, 1996
and 1995
Consolidated statements of cash flows - Years ended December 31, 1997,
1996 and 1995
Consolidated statements of shareholders' equity - Years ended December
31, 1997, 1996 and 1995
Notes to consolidated financial statements
The following financial statement schedule of Century Realty Trust and
Subsidiaries is included in Item 14(d):
Schedule III - Real estate and accumulated depreciation
All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under
the related instructions or are inapplicable, and therefore have been
omitted.
CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS
Board of Trustees
Century Realty Trust
We consent to the incorporation by reference in this Annual Report (Form 10-K)
of Century Realty Trust of our report dated January 29, 1998, included in
the 1997 Annual Report to Shareholders of Century Realty Trust.
Our audits also included the financial statement schedule of Century Realty
Trust listed in Item 14(a). This schedule is the responsibility of the
Trust's management. Our responsibility is to express an opinion based on
our audits. In our opinion, the financial statement schedule, referred to
above, when considered in relation to the basic financial statements taken
as a whole, presents fairly in all material respects the information set
forth therein.
S/ ERNST & YOUNG LLP
January 29, 1998
Century Realty Trust and Subsidiaries
Consolidated Balance Sheets
December 31
1997 1996
___________ ___________
Assets
Real estate investments:
Land $3,776,383 $2,068,658
Buildings 51,276,043 32,912,673
Equipment 1,154,128 838,254
Allowances for depreciation (8,641,330) (7,476,182)
___________ ___________
47,565,224 28,343,403
Net investment in direct financing leases 401,677 443,590
___________ ___________
47,966,901 28,786,993
Cash and cash equivalents 782,631 315,337
Restricted Cash 1,028,324 158,818
Stort-term investments 590,993
Accounts and accrued income receivable 415,182 335,303
Unamortized management contracts 650,475
Unamortized mortgage costs 467,705 157,326
Undeveloped land 99,675 99,675
Other assets 117,195 94,022
___________ ___________
$51,528,088 $30,538,467
___________ ___________
___________ ___________
Liabilities and shareholders' equity
Liabilities:
Short-term debt $1,650,000 $ -
Mortgage notes payable 34,828,474 20,437,686
Accounts payable and accrued liabilities 465,733 288,474
Interest 241,679 132,578
State income and property taxes 1,455,212 952,031
Tenants' security deposits and unearned rent 483,362 394,507
___________ ___________
39,124,460 22,205,276
Minority interest in operating partnerships 3,535,693 -
Shareholders' equity:
Shares of Beneficial Interest, no par
value - authorized 5,000,000 shares,
issued 1,553,528 in 1997 and 1,529,353
in 1996 including 6,214 shares in 1997
and 75,414 shares in 1996 in treasury 6,758,619 6,249,104
Undistributed income other than from
gain on the sale of real estate 835,756 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)
___________ ___________
8,867,935 8,333,191
___________ ___________
$51,528,088 $30,538,467
___________ ___________
___________ ___________
See accompanying notes.
Century Realty Trust and Subsidiaries
Consolidated Statements of Income
Year ended December 31
1997 1996 1995
__________ __________ __________
Income:
Real estate operations:
Rental Income $9,076,399 $8,120,197 $7,508,685
Income from direct
financing leases 53,466 60,849 65,708
Other income 155,179 162,266 157,063
__________ __________ __________
9,285,044 8,343,312 7,731,456
Less:
Real estate operating expenses 3,528,637 3,012,292 2,760,489
Provision for depreciation 1,270,519 1,113,618 1,053,170
Real estate taxes 960,150 842,349 834,212
__________ __________ __________
5,759,306 4,968,259 4,647,871
__________ __________ __________
3,525,738 3,375,053 3,083,585
Interest 79,253 41,420 30,008
__________ __________ __________
3,604,991 3,416,473 3,113,593
Expenses:
Interest 2,202,376 1,860,759 1,768,795
State income taxes 151,395 144,240 131,133
General and administrative 419,152 389,004 381,286
__________ __________ __________
2,772,923 2,394,003 2,281,214
__________ __________ __________
Income before minority interest
in operating partnerships 832,068 1,022,470 832,379
Minority interest in operating
partnerships 26,879 - -
__________ __________ __________
Net income $858,947 $1,022,470 $832,379
__________ __________ __________
__________ __________ __________
Per share data:
Basic earnings per share $0.57 $0.70 $0.60
Diluted earnings per share $0.56 $0.69 $0.59
See accompanying notes.
Century Realty Trust and Subsidiaries
Consolidated Statements of Cash Flows
Year ended December 31
1997 1996 1995
__________ __________ __________
Operating Activities
Net income $858,947 $1,022,470 $832,379
Adjustments to reconcile net
income to cash provided by
operating activities:
Depreciation and amortization 1,304,744 1,142,300 1,080,478
Minority interest (26,879) - -
Changes in operating assets
and liabilities:
Restricted cash (78,045) (30,719) (71,851)
Accounts and accrued income
receivable (77,165) (25,430) (144,888)
Other assets 11,697 (60,547) 28,254
Accounts payable and accrued
liabilities 147,471 (40,842) 122,823
Tenants' security deposits and
unearned rent (42,845) (30,323) 40,352
__________ __________ __________
Net cash provided by operations 2,097,925 1,976,909 1,887,547
Investing Activities:
Investment in short term investments (2,474,313) (2,567,768) (1,974,220)
Proceeds from maturities of short term
investments 3,065,306 2,270,721 1,877,464
Acquisition of real estate, net of
debt assumed (2,858,857) - (6,077,196)
Purchase of property and improvements (422,483) (352,450) (329,038)
Purchase of management contracts (650,475) - -
Lease principal payments received 41,913 40,387 35,528
__________ __________ __________
Net cash used in investing activities (3,298,909) (609,110) (6,467,462)
Financing Activities:
Net short-term bank
borrowings (repayments) 1,650,000 (700,762) 700,762
Net proceeds from mortgage
notes payable 1,126,684 2,982,530 5,368,000
Principal payments on mortgage
notes payable (518,152) (2,360,377) (258,717)
Sale of treasury shares 708,025 17,500 -
Dividends paid to shareholders (1,298,279) (1,181,282) (1,098,692)
__________ __________ __________
Net cash provided by (used in)
financing activities 1,668,278 (1,242,391) 4,711,353
__________ __________ __________
Net increase (decrease) in cash
and cash equivalents 467,294 125,408 131,438
Balance at beginning of year 315,337 189,929 58,491
__________ __________ __________
Balance at end of year $782,631 $315,337 $189,929
__________ __________ __________
__________ __________ __________
Supplemental Data:
Selected noncash activities related to
investing and financing activities
were as follows:
Liabilities assumed in connection
with acquisition of real estate $13,761,000 - -
See accompanying notes.
<TABLE>
<CAPTION>
Century Realty Trust and Subsidiaries
Consolidated Statements of Shareholders' Equity
Undistributed Unrealized
Income Other Net
Outstanding Than From Realized
Shares of Shares of Gain on Gain from Cost of
Benefical Benefical Sale of Sale of Treasury
Interest Interest Real Estate Real Estate Shares Total
_________ __________ __________ __________ __________ __________
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1994 1,381,351 $5,645,289 $1,727,098 $1,316,078 ($529,704) $8,158,761
Net income for 1995 832,379 832,379
Dividends ($.78 per share) (1,105,689) (1,105,689)
Shares issued for real estate
acquisition 70,588 600,000 600,000
_________ __________ __________ __________ __________ __________
Balance at December 31, 1995 1,451,939 6,245,289 1,453,788 1,316,078 (529,704) 8,485,451
Net income for 1996 1,022,470 1,022,470
Dividends ($.82 per share) (1,192,230) (1,192,230)
Stock options exercised 2,000 3,815 13,685 17,500
_________ __________ __________ __________ __________ __________
Balance at December 31, 1996 1,453,939 $6,249,104 $1,284,028 $1,316,078 ($516,019) $8,333,191
Net income for 1997 858,947 858,947
Dividends ($.87 per share) ($1,307,219) (1,307,219)
Shares issued for real estate
acquisition 24,175 274,991 274,991
Treasury shares sold 48,000 193,560 328,440 522,000
Stock options exercised 21,200 40,964 145,061 186,025
_________ __________ __________ __________ __________ __________
Balance at December 31, 1997 1,547,314 $6,758,619 $835,756 $1,316,078 ($42,518) $8,867,935
_________ __________ __________ __________ __________ __________
_________ __________ __________ __________ __________ __________
See accompanying notes.
</TABLE>
Century Realty Trust
Notes to Consolidated Financial Statements
December 31, 1997
1. Significant Accounting Policies
Organization and Management Agreements:
Century Realty Trust (the Trust) commenced operations under a Plan of
Reorganization as of January 1, 1973, as the successor in interest to
American National Trust and Republic National Trust. Charter Oaks
Associates, LLC and CR Management, Inc. were formed as wholly-owned
subsidiaries in 1997. CR Management, Inc. is the manager and sole general
partner of five partnerships, each of which owns one apartment property as
its principal asset. As the sole general partner of these partnerships, the
Trust has full, exclusive and complete responsibility and discretion in the
management and control of each of these five partnerships. Control is
demonstrated by the ability of the general partner to manage day-to-day
operations, refinance debt and sell the assets of the partnerships without
the consent of the limited partners and the inability of the limited partner
to replace the general partner. Interests held by limited partners in the
five real estate partnerships are controlled by the Trust and are reflected
as minority interests in operating partnerships. Charter Oaks Associates,
LLC holds title to the Charter Oaks apartments in Evansville, Indiana,
which the Trust purchased in 1997.
The Trust's residential rental properties are managed under agreements with
independent property management firms. The agreements provide for management
fees based generally on gross rental collections.
Principles of Consolidation:
The accompanying consolidated financial statements include the accounts of
the Trust, and its wholly-owned and controlled subsidiaries, including the
five operating partnerships controlled by CR Management, Inc. All
significant intercompany balances and transactions have been eliminated in
consolidation.
Cash and Cash Equivalents:
Cash and cash equivalents include cash and short-term investments with
original maturities of less than 30 days.
Restricted Cash:
Restricted cash includes security deposit savings accounts, capital and
completion replacement reserves, and real estate tax and insurance escrow
accounts held by lenders.
Short-Term Investments:
Short-term investments include certificates of deposit and U.S. government
agency obligations with maturities less than one year.
Unamortized Management Contracts:
Unamortized management contracts represent the allocation of the purchase
price related to the Porter Portfolio acquisition identifiable with
obtaining management of those properties (See Note 3). Amortization is
computed by the straight-line method for a 10 year period which is the
number of years the limited partners, in the five controlled partnerships,
have to exchange their operating partnership units (O.P. units) into shares
of beneficial interest of the Trust.
Unamortized Mortgage Costs:
Unamortized mortgage costs represents costs incurred to acquire long-term
financing. Amortization is computed by the straight-line method based on
the terms of the loans which approximates the effective interest method.
Real Estate Investments:
Real estate investments are stated on the basis of cost, except for real
estate investments transferred from the predecessor trusts which are stated
at appraised values as of January 1, 1973. Depreciation is computed by the
straight-line method based on estimated economic lives ranging from 29 to 40
years for buildings and 3 to 15 years for equipment.
Treasury Shares:
Treasury shares are carried at cost and shares reissued are removed based on
average cost. The difference between proceeds received on re-issuance and
the average cost is credited or charged to Shares of Beneficial Interest.
Income Taxes:
The Trust intends to continue to qualify as a real estate investment trust
as defined in the Internal Revenue Code and will distribute its taxable
income. Realized gains on the sale of investments are distributed to
shareholders if and when recognized for income tax purposes. Assuming
compliance with other requirements of the Code, income so distributed will
not be taxable to the Trust. Accordingly, no provision for federal income
taxes is made in the financial statements.
For income tax purposes, distributions paid to shareholders consist of
ordinary income, capital gains, return of capital or a combination thereof.
Earnings and profits, which determine the taxability of dividends to
shareholders, differ from reported net income due to differences for tax
purposes in the estimated useful lives used to compute depreciation and the
carrying values of the depreciable properties.
No provision has been made for income taxes or related credits of the
operating partnerships, as the results of operations are includable in the
tax returns of the partners.
Net Income per Share:
Net income per share is computed in accordance with Statement of Financial
Accounting Standards No. 128.
Use of Estimates:
The preparation of financial statements requires management to make estimates
and assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
2. Real Estate Investments
Real estate investments consist principally of apartments and commercial
properties in Indiana. In connection with these properties the Trust is
principally a lessor using short-term operating leases except for two
restaurant properties which it leases to the operators using long-term
agreements expiring in 1998 and 2006. In addition to specified minimum
payments, the restaurant leases provide for contingent rentals based upon
percentage of gross receipts derived by the lessees. The Trust has no
obligation to grant purchase options to the lessees.
The Trust's net investment in direct financing leases consists of:
1996 1995
____________ ___________
Minimum lease payments receivable $498,157 $593,536
Estimated unguaranteed residual values 101,484 101,484
Unearned income (197,964) (251,430)
____________ ___________
Net investment $401,677 $443,590
____________ ___________
____________ ___________
At December 31, 1997 future minimum lease payments receivable from direct
financing leases are $107,093 for 1998, $66,095 for 1999 through 2002, and
$126,683 for all years thereafter. Also, at December 31, 1997, future
minimum lease payments receivable from noncancelable operating leases are
$35,920 for 1998, $18,905 for 1999 through 2002, and $36,234 for all years
thereafter.
3. Real Estate Investment Transactions
During 1997, the Trust purchased or acquired control of one commercial
property and six apartment properties. The cash portions of the acquisitions
were funded primarily with proceeds from the issuance of shares of $275,000,
short-term borrowings under the Trust's bank Credit Facility of $1,650,000,
assumption of existing mortgage debt and with working capital.
The Trust purchased, in separate transactions, 100% ownership of a 34,000
square-foot multi-tenant office property in Indianapolis, Indiana in May,
1997 for $1,500,000, and the 192-unit Charter Oaks apartment property in
Evansville, Indiana in June, 1997 for $5,100,000. The aggregate
consideration paid by the Trust consisted of long-term mortgage loans of
$4,500,000, 24,175 shares of beneficial interest valued at $275,000 which
were issued to a Trustee of the Trust and approximately $1,500,000 in cash
and with working capital. The Trustee was a limited partner of the
commercial property.
In November, 1997, the Trust, through its wholly-owned subsidiary,
CR Management, Inc., acquired from a single unrelated seller, the general
partner interest in five limited partnerships (the "Porter Portfolio") each
of which owned as its principal asset, a single apartment property. For a
one-percent equity interest and management control, CR Management, Inc. paid
$687,500 in cash for its general partner interest and management rights to
the properties. The acquisition resulted in creating five new partnerships
which issued, in the aggregate, approximately 285,000 O.P. units to the
selling partnerships for their contribution of net assets to the newly-formed
partnerships.
The acquisition agreement provides that the Trust will use its best efforts
to grant to each beneficial owner of O.P. units, commencing two years after
closing, the right to exchange those units on a one for one basis, for shares
of beneficial interest of the Trust. Such exchange rights would exist for
at least eight years, at which time the Trust could, at its option, require
the exchange of any remaining outstanding O.P. units. At the date of
acquisition, the market value of the Trust's shares of beneficial interest
was $11.625 per share. The share-equivalent value of the 285,000 O.P. units
($3.3 million) plus the cash investment of $687,000 represents the
approximate purchase price of the real estate and other assets less assumed
mortgage debt and other liabilities of the operating partnerships.
Due to the level of control that the Trust has over the activities and
operations of each of these partnerships included in the Porter Portfolio,
the financial position and results of operations of those partnerships are
included in the consolidated financial statements of the Trust from the
date of their acquisition. The equity interest which the Trust does not
own is described in the consolidated financial statements as the minority
interest in operating partnerships. The Porter Portfolio properties
consisted of the following:
Date Number Year
Acquired Property Location of Units Built
_________ _________________ ______________________ _______ ______
11/97 Barcelona Kokomo, Indiana 64 1971
11/97 Beech Grove Jeffersonville, Indiana 182 1973
11/97 Hampton Court Indianapolis, Indiana 92 1980
11/97 Sheffield Square New Albany, Indiana 152 1974
11/97 West Wind Terrace Indianapolis, Indiana 96 1967
In March 1995, the Trust purchased the Fox Run apartments, a 256-unit
property in Indianapolis, Indiana, for $6.9 million, $5.4 million of which
was financed by a new ten-year first mortgage loan. The Trust also obtained
a $1 million one-year unsecured bank line of credit and borrowed $700,000
which it repaid in 1996 with proceeds from refinancing other real estate.
Also, related to the financing of Fox Run, the Trust issued 70,588
unregistered shares of beneficial interest valued at $600,000.
4. Short-term Debt:
In April 1997, the Trust obtained a line of credit for $2,500,000 from a
bank. As of December 31, 1997, the Trust had borrowed $1,650,000 which it
expects to repay with proceeds from refinancing other real estate. The line
of credit rate of interest was 7.9% at December 31, 1997.
At December 31, 1997, approximately $642,000 in bank deposit accounts
represent collateral for the short-term debt.
5. Mortgage Notes Payable
Mortgage notes applicable to properties owned by the Trust are payable in
monthly installments, including interest at rates ranging from 8 1/8% to
9 3/4% per annum, and mature from April 15, 1998 to October 6, 2006. At
December 31, 1997 and 1996, mortgage notes payable by the Trust amounted
to $24,868,704 and $20,437,6862 respectively. The aggregate amount of
long-term debt maturities for each of the five years after December 31,
1997 are: 1998, $5,793,094; 1999, $424,592; 2000, $3,870,426; 2001, $346,949
and 2002, $1,417,521.
Mortgage notes applicable to properties included in the Porter Portfolio and
by the Trust are payable in monthly installments, including interest at rates
ranging from 8 1/4% to 9 1/2% per annum, and mature from May 15, 2006 to
May 1, 2030. At December 31, 1997, mortgage notes payable by partnerships
controlled by the Trust amounted to $9,959,770. The aggregate amount of
long-term debt maturities for each of the five years after December 31, 1997
are: 1998, $92,735; 1999, $101,135; 2000, $110,299; 2001, $120,296 and
2002, $111,691.
Cash paid for interest was $2,093,275, $1,860,237, and $1,684,884 at December
31, 1997, 1996, and 1995, respectively.
At December 31, 1997, approximately $31,700,000 of the owned real estate
investments, and $14,100,000 of controlled real estate investments after
allowances for depreciation, represent collateral for the mortgage notes
payable.
6. Shareholder Rights Plan
In 1989, the Board of Trustees adopted a Shareholder Rights Plan and
distributed as a dividend one purchase right (a "Right") for each outstanding
share of Beneficial Interest. At December 31, 1997 there were 1,547,314
Rights outstanding.
Each Right entitles the holder to purchase from the Trust one share of
Beneficial Interest at a price of $15 per share, subject to certain
antidilution adjustments. The Rights are not exercisable or transferable
apart from the shares until certain events occur relating to the acquisition
of shares of the Trust as defined in the Plan. The Rights may be redeemed
by the Board of Trustees at a redemption price of $.01 per Right until
certain events relating to the acquisition of shares of the Trust as defined
by the Plan occur.
The Rights will expire October 10, 1999, unless the date is extended or the
Rights are exercised by the holder or redeemed by the Trust before that date.
Until exercised, the holder of the Rights, as such, will have no rights as
a shareholder of the Trust, including, without limitation, the right to
vote as a shareholder or receive dividends.
7. Stock Options
In 1994, the Board of Trustees granted each of the then five members of the
Board an option to purchase up to 5,000 shares of beneficial interest of the
Trust. The options were exercisable on or before March 21, 1997, at a price
of $8.75 per share, the fair market value at the date of grant. In 1996,
the Board granted an option to purchase 5,000 shares to a newly-elected
trustee. That option is exercisable on or before April 30, 1999 at a price
of $9.50 per share, the fair market value at the date of grant. In 1996,
options for 2,000 shares were exercised at $8.75 per share. In 1997, options
for 21,200 shares were exercised, 20,500 at $8.75 per share and 700 at $9.50
per share. Options for 1,500 shares expired unexercised on March 21, 1997.
Options for 4,300 shares were unexercised at December 31, 1997.
8. Fair Values of Financial Instruments
The following methods and assumptions were used by the Trust in estimating
its fair value disclosures for financial instruments:
Cash, Cash Equivalent and Restricted Cash: The carrying amount reported in
the balance sheet for cash and cash equivalents approximates fair value.
Short-Term Investments: The carrying amount reported in the balance sheet
for short-term investments approximates fair value.
Short-term Debt and Mortgage Notes Payable: The fair values of the Trust's
mortgage notes payable are estimated using discounted cash flow analyses,
based on the Trust's current incremental borrowing rates for similar types
of borrowing arrangements.
The carrying amounts and fair values of the Trust's financial instruments
are as follows:
December 31, 1997
Carrying Amount Fair Value
________________ ________________
Cash and cash equivalents $ 782,631 $ 783,000
Restricted cash 1,028,324 1,028,000
Short-term debt 1,650,000 1,650,000
Mortgage notes payable 34,828,474 36,686,000
December 31, 1996
Carrying Amount Fair Value
________________ ________________
Cash and cash equivalents $ 315,337 $ 315,000
Short-term investments 590,993 591,000
Mortgage notes payable 20,437,686 21,297,000
9. Earnings Per Share
A reconciliation of the numerator and denominator of the earnings per share
computation is as follows:
1997 1996 1995
__________ __________ __________
Numerator:
Numerator for basic and diluted
earnings per share $ 858,947 $1,022,470 $ 832,379
__________ __________ __________
__________ __________ __________
Denominator:
Denominator for basic earnings per
share-weighted average shares 1,515,436 1,453,660 1,389,087
Effect of dilutive securities:
Stock options 6,320 23,018 23,864
__________ __________ __________
Denominator for diluted earnings
per share-adjusted weighted
average shares and assumed
conversions 1,521,756 1,476,678 1,412,991
__________ __________ __________
__________ __________ __________
Basic earnings per share $ .57 $ .70 $ .60
__________ __________ __________
__________ __________ __________
Diluted earnings per share $ .56 $ .69 $ .59
__________ __________ __________
__________ __________ __________
Report of Ernst & Young, Independent Auditors
Board of Trustees
Century Realty Trust
We have audited the accompanying consolidated balance sheets of Century
Realty Trust and Subsidiaries as of December 31, 1997 and 1996, and the
related consolidated statements of income, shareholders' equity and cash
flows for each of the three years in the period ended December 31, 1997.
These financial statements are the responsibility of the Trust's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Century
Realty Trust and Subsidiaries as of December 31, 1997 and 1996, and the
consolidated results of their operations and their cash flows for each of
the three years in the period ended December 31, 1997, in conformity with
generally accepted accounting principles.
ERNST & YOUNG LLP
January 29, 1998
Indianapolis, Indiana
<TABLE>
<CAPTION>
SCHEDULE III--REAL ESTATE AND ACCUMULATED DEPRECIATION
CENTURY REALTY TRUST
December 31, 1997
Col. A Col. B Col. C Col. D
Cost Capitalized
Initial Cost to Company Subsequent to Acquisition
________________________ __________________________
Buildings
and Carrying
Description Encumbrances Land Improvements Improvements Costs
_____________________________________________ ______________ _______ ____________ ____________ ___________
<S> <C> <C> <C> <C> <C>
Garden apartments (no. of units):
Chester Heights (110), Richmond, IN First mortg $56,700 $852,500 $360,095 $ ---
Park Forest (64), Marion, IN First mortg 57,800 517,200 613,235 ---
Fontenelle (176), Kokomo, IN None 128,000 1,622,000 1,403,047 ---
Park Plaza I (88), Indianapolis, IN None 37,655 693,295 337,367 ---
Park Plaza II (96), Indianapolis, IN None 47,345 871,705 ---
Driftwood Park (48), Indianapolis, IN First mortg 117,000 1,168,308 120,901 ---
Regency Royale (132), Mishawaka, IN First mortg 125,000 3,638,499 102,750 ---
Creek Bay (208), Indianapolis, IN First mortg 340,940 7,101,480 70,455 ---
Eagle Creek Park (188), Indianapolis, IN First mortg 378,000 5,679,172 287,216 ---
Fox Run (256), Indianapolis, IN First mortg 398,000 6,446,469 176,022 ---
Charter Oaks (192), Evansville, IN First mortg 241,500 4,851,716 2,951 ---
Barcelona (64), Kokomo, IN First mortg 59,200 1,350,384 0 ---
Beech Grove (182), Jeffersonville, IN First mortg 469,000 3,612,360 2,200 ---
Hampton Court (92), Indianapolis, IN First mortg 225,600 1,481,900 (174) ---
Sheffield Square (152), New Albany, IN First mortg 227,000 4,020,424 (512) ---
West Wind Terrace (96), Indianapolis, IN First mortg 136,700 1,610,241 0 ---
Commercial (square feet): ---
Office/Warehouse (38,000), Carmel, IN First mortg 54,000 446,075 121,718 ---
Office (17,000), Indianapolis, IN None 71,500 457,818 46,140 ---
Office (34,000), Indianapolis, IN First mortg 348,725 1,184,344 27,980 ---
Net leased restaurants (square feet): ---
Miami Subs (3,500), Longwood, FL None 113,479 --- --- ---
Fortune House (5,000), Indianapolis, IN None 136,494 --- --- ---
__________ ____________ ___________ ___________
3,769,638 47,605,890 3,671,391 ---
Construction in progress - various locations --- --- 5,507 ---
__________ ____________ ___________ ___________
3,769,638 47,605,890 3,676,898 ---
Equipment--various locations None --- 492,266 661,862 ---
__________ ____________ ___________ ___________
TOTAL REAL ESTATE INVESTMENTS $3,769,638 $48,098,156 $4,338,760 $ ---
__________ ____________ ___________ ___________
__________ ____________ ___________ ___________
Undeveloped land - various locations None $99,675 $ $ $ ---
__________ ____________ ___________ ___________
__________ ____________ ___________ ___________
<CAPTION>
SCHEDULE III--REAL ESTATE AND ACCUMULATED DEPRECIATION
CENTURY REALTY TRUST
December 31, 1997
Col. A Col. E Col. F
Gross Amount at Which
Carried at Close of Period
__________________________________
Buildings
and Accumulated
Description Land Improvements Total Depreciation
______________________________________________ ________ ____________ __________ ____________
<S> <C> <C> <C> <C>
Garden apartments (no. of units):
Chester Heights (110), Richmond, IN $63,445 $1,205,850 $1,269,295 $875,888
Park Forest (64), Marion, IN 57,800 1,130,435 1,188,235 750,327
Fontenelle (176), Kokomo, IN 128,000 3,025,047 3,153,047 2,046,331
Park Plaza I (88), Indianapolis, IN 37,655 1,030,662 1,068,317 697,889
Park Plaza II (96), Indianapolis, IN 47,345 871,705 919,050 653,778
Driftwood Park (48), Indianapolis, IN 117,000 1,289,209 1,406,209 385,263
Regency Royale (132), Mishawaka, IN 125,000 3,741,249 3,866,249 429,276
Creek Bay (208), Indianapolis, IN 340,940 7,171,935 7,512,875 728,476
Eagle Creek Park (188), Indianapolis, IN 378,000 5,966,388 6,344,388 585,929
Fox Run (256), Indianapolis, IN 398,000 6,622,491 7,020,491 461,363
Charter Oaks (192), Evansville, IN 241,500 4,854,667 5,096,167 60,730
Barcelona (64), Kokomo, IN 59,200 1,350,384 1,409,584 4,565
Beech Grove (182), Jeffersonville, IN 469,000 3,614,560 4,083,560 11,995
Hampton Court (92), Indianapolis, IN 225,600 1,481,726 1,707,326 4,950
Sheffield Square (152), New Albany, IN 227,000 4,019,912 4,246,912 13,454
West Wind Terrace (96), Indianapolis, IN 136,700 1,610,241 1,746,941 5,408
Commercial (square feet):
Office/Warehouse (38,000), Carmel, IN 54,000 567,793 621,793 313,986
Office (17,000), Indianapolis, IN 71,500 503,958 575,458 165,044
Office (34,000), Indianapolis, IN 348,725 1,212,324 1,561,049 18,671
Net leased restaurants (square feet):
Miami Subs (3,500), Longwood, FL 113,479 --- 113,479 ---
Fortune House (5,000), Indianapolis, IN 136,494 --- 136,494 ---
__________ ___________ ___________ __________
3,776,383 51,270,536 55,046,919 8,213,323
Construction in progress - various locations --- 5,507 5,507 ---
__________ ___________ ___________ __________
3,776,383 51,276,043 55,052,426 8,213,323
Equipment--various locations --- 1,154,128 1,154,128 428,007
__________ ___________ ___________ __________
TOTAL REAL ESTATE INVESTMENTS $3,776,383 $52,430,171 $56,206,554 (A) $8,641,330 (A)
__________ ___________ ___________ __________
__________ ___________ ___________ __________
Undeveloped land - various locations $99,675 --- $99,675 (B) ---
__________ ___________ ___________ __________
__________ ___________ ___________ __________
<CAPTION>
SCHEDULE III--REAL ESTATE AND ACCUMULATED DEPRECIATION
CENTURY REALTY TRUST
December 31, 1997
Col. A Col. G Col. H Col.I
Life on Which
Depreciation in
Latest Income
Date of Date Statements
Description Construction Acquired Is Computed
___________________________________________ ____________ ________ _______________
<S> <C> <C> <C>
Garden apartments (no. of units):
Chester Heights (110), Richmond, IN 1965 01/73 31 years
Park Forest (64), Marion, IN 1962 01/73 31 years
Fontenelle (176), Kokomo, IN 1966 01/73 29 years
Park Plaza I (88), Indianapolis, IN 1965 01/73 33 years
Park Plaza II (96), Indianapolis, IN 1967 01/73 33 years
Driftwood Park (48), Indianapolis, IN 1963 09/89 28 years
Regency Royale (132), Mishawaka, IN 1983 06/93 40 years
Creek Bay (208), Indianapolis, IN 1992 12/93 40 years
Eagle Creek Park (188), Indianapolis, IN 1974 03/94 40 years
Fox Run (256), Indianapolis, IN 1974 03/95 40 years
Charter Oaks (192), Evansville, IN 1984 06/97 40 years
Barcelona (64), Kokomo, IN 1971 11/97 33 years
Beech Grove (182), Jeffersonville, IN 1973 11/97 33 years
Hampton Court (92), Indianapolis, IN 1980 11/97 33 years
Sheffield Square (152), New Albany, IN 1974 11/97 33 years
West Wind Terrace (96), Indianapolis, IN 1967 11/97 33 years
Commercial (square feet):
Office/Warehouse (38,000), Carmel, IN 1972 10/77 33 years
Office (17,000), Indianapolis, IN 1966 07/86 33 years
Office (34,000), Indianapolis, IN 1975 05/97 40 years
Net leased restaurants (square feet):
Miami Subs (3,500), Longwood, FL 1978 01/79 N/A
Fortune House (5,000), Indianapolis, IN 1979 11/79 N/A
Construction in progress - various locations N/A
Equipment--various locations Various Various 3-15 years
TOTAL REAL ESTATE INVESTMENT
Undeveloped land - various locations N/A 1/73 N/A
</TABLE>
(A) The aggregate carrying value for tax purposes is $47,283,410
(B) The aggregate carrying value for tax purposes is $72,522
<TABLE>
<CAPTION>
SCHEDULE III--REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
Century Realty Trust
December 31, 1997
Total Land,
Buildings Buildings
and and Accumulated Undeveloped
Land Improvements Improvements Equipment Depreciation Land
___________ ____________ ____________ _________ ____________ ___________
<S> <C> <C> <C> <C> <C> <C>
Balance December 31, 1994 $1,670,658 $26,153,031 $27,823,689 $735,063 $5,662,588 $99,675
Additions:
Acquisitions 398,000 6,446,469 6,844,469 85,000 - -
Improvements - 231,494 231,494 94,730 - -
Depreciation - - - - 1,050,412 -
Deductions: -
Fully amortized costs - 52,563 52,563 149,392 201,955 -
___________ ____________ ____________ _________ ____________ ___________
Balance December 31, 1995 2,068,658 32,778,431 34,847,089 765,401 6,511,045 99,675
Additions:
Improvements - 251,307 251,307 101,144 - -
Depreciation - - - - - - 1,110,493 -
Deductions: -
Fully amortized costs - 117,065 117,065 28,291 145,356 -
___________ ____________ ____________ _________ ____________ ___________
Balance December 31, 1996 2,068,658 32,912,673 34,981,331 838,254 7,476,182 99,675
Additions:
Acquisitions 1,707,725 18,111,370 19,819,095 245,845 - -
Improvements - 317,366 317,366 105,117 - -
Depreciation - - - - 1,265,602 -
Deductions: - -
Fully amortized costs - 65,366 65,366 35,088 100,454 -
___________ ____________ ____________ _________ ____________ ___________
Balance December 31, 1997 $3,776,383 $51,276,043 $55,052,426 $1,154,128 $8,641,330 $99,675
___________ ____________ ____________ _________ ____________ ___________
___________ ____________ ____________ _________ ____________ ___________
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BALANCE
SHEETS, STATEMENTS OF INCOME, AND STATEMENTS OF CASH FLOW AND IS QUILIFIED
IN ITS INTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 783
<SECURITIES> 0
<RECEIVABLES> 415
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1028
<PP&E> 56608
<DEPRECIATION> 8641
<TOTAL-ASSETS> 51528
<CURRENT-LIABILITIES> 1650
<BONDS> 34828
0
0
<COMMON> 6759
<OTHER-SE> 2109
<TOTAL-LIABILITY-AND-EQUITY> 51528
<SALES> 9076
<TOTAL-REVENUES> 9364
<CGS> 0
<TOTAL-COSTS> 5759
<OTHER-EXPENSES> 571
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2202
<INCOME-PRETAX> 859
<INCOME-TAX> 0
<INCOME-CONTINUING> 859
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 859
<EPS-PRIMARY> 0.57
<EPS-DILUTED> 0.56
</TABLE>
