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, 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
September December
30, 1999 31, 1998
___________ ___________
Assets
Real estate investments:
Land $3,776,383 $3,776,383
Buildings 52,086,040 51,642,208
Equipment 1,384,736 1,273,636
Allowances for depreciation (11,413,869) (10,166,811)
___________ ___________
45,833,290 46,525,416
Net investment in direct financing leases 270,223 348,409
___________ ___________
46,103,513 46,873,825
Cash and cash equivalents 656,186 744,901
Restricted Cash 1,432,460 1,052,003
Accounts and accrued income receivable 628,998 474,079
Unamortized management contracts 531,119 579,895
Unamortized mortgage costs 503,934 539,979
Undeveloped land 99,675 99,675
Other assets 205,342 125,048
___________ ___________
$50,161,227 $50,489,405
___________ ___________
___________ ___________
Liabilities and shareholders' equity
Liabilities:
Short-term debt $100,000 $100,000
Mortgage notes payable 35,240,938 35,667,408
Accounts payable and accrued liabilities 507,714 425,068
Interest 266,671 264,779
State income and property taxes 1,808,417 1,454,464
Tenants' security deposits and unearned rent 500,610 527,642
___________ ___________
38,424,350 38,439,361
Minority interest in operating partnerships 3,535,212 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 September 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 166,637 496,940
Undistributed net realized gain from the
sale of real estate 1,316,078 1,316,078
Cost of treasury shares (40,466) (42,518)
___________ ___________
8,201,665 8,529,119
___________ ___________
$50,161,227 $50,489,405
___________ ___________
___________ ___________
See accompanying notes.
Century Realty Trust and Subsidiaries
Consolidated Statements of Income
Three Months Nine Months
Ended September 30 Ended September 30
_______________________ _______________________
1999 1998 1999 1998
___________ ___________ ___________ ___________
Income:
Real estate operations:
Rental Income $3,238,818 $3,148,099 $9,628,119 $9,313,778
Income from direct
financing leases 9,332 12,492 27,998 37,476
Other income 71,848 66,239 190,097 196,130
__________ __________ ___________ ___________
3,319,998 3,226,830 9,846,214 9,547,384
Less:
Operating expenses 1,406,332 1,324,004 3,986,180 3,756,815
Depreciation 433,520 457,128 1,324,472 1,369,073
Real estate taxes 324,040 329,186 1,013,704 994,178
__________ __________ ___________ ___________
2,163,892 2,110,318 6,324,356 6,120,066
__________ __________ __________ __________
1,156,106 1,116,512 3,521,858 3,427,318
Interest 16,172 10,005 55,958 30,058
__________ __________ ___________ ___________
1,172,278 1,126,517 3,577,816 3,457,376
Expenses:
Interest 768,164 792,976 2,305,279 2,434,531
State income taxes 42,149 39,641 122,992 117,415
General and administrative 134,825 126,213 402,095 373,761
__________ __________ ___________ ___________
945,138 958,830 2,830,366 2,925,707
___________ ___________ ___________ ___________
Income before minority
interest in operating
partnerships 227,140 167,687 747,450 531,669
Minority interest in
operating partnerships (41,353) 15,723 (149,305) 18,016
__________ __________ ___________ ___________
Net income $185,787 $183,410 $598,145 $549,685
__________ __________ __________ __________
__________ __________ __________ __________
Per share data:
Basic earnings $0.12 $0.12 $0.39 $0.36
Diluted earnings $0.12 $0.12 $0.39 $0.36
See accompanying notes.
Century Realty Trust and Subsidiaries
Consolidated Statements of Cash Flows
Nine Months
Ended September 30
1999 1998
__________ __________
Operating Activities
Net income $598,145 $549,685
Adjustments to reconcile net
income to cash provided by
operating activities:
Depreciation and amortization 1,361,266 1,407,577
Minority interest 149,305 (18,016)
Changes in operating assets
and liabilities:
Restricted cash (380,458) (219,610)
Accounts and accrued income receivable (154,920) (116,594)
Other assets (109,679) (185,656)
Accounts payable and accrued liabilities 431,564 428,023
Tenants' security deposits and
unearned rent (27,032) 24,748
__________ __________
Net cash provided by operations 1,868,191 1,870,157
Investing Activities:
Purchase of property and improvements (500,865) (482,558)
Lease principal payments received 24,120 44,714
__________ __________
Net cash used in investing activities (476,745) (437,844)
Financing Activities:
Short-term bank borrowing - (1,300,000)
Net proceeds from long-term mortgage loan - 6,689,609
Mortgage loan balance refinanced - (5,379,305)
Principal payments on mortgage notes (426,470) (310,518)
Proceeds from sale of treasury shares 2,850 -
Distributions to minority interest holders (135,020) (75,789)
Dividends paid to shareholders (921,521) (909,712)
__________ __________
Net cash used in financing activities (1,480,161) (1,285,715)
__________ __________
Net increase (decrease) in cash and equivalents (88,715) 146,598
Balance at beginning of period 744,901 782,631
__________ __________
Balance at end of period $656,186 $929,229
__________ __________
__________ __________
See accompanying notes.
NOTES TO FINANCIAL STATEMENTS
CENTURY REALTY TRUST
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 nine months ended
September 30, 1999 decreased mortgage loan balances, in the aggregate, by
$118,765 and $349,131, 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 nine months ended
September 30, 1999 decreased mortgage loan balances, in the aggregate, by
$26,313 and $77,339, 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 - Removal of Contingent Liability
On November 30, 1998, the Internal Revenue Service assessed a $151,400
penalty against the Trust for its alleged failure to correctly and/or timely
file information returns regarding dividends that it paid in 1996. The Trust
opposed the penalty assessment and pursued its administrative appeal rights.
As a result of the uncertainty concerning the ultimate outcome of the matter,
no liability was recorded by the Trust. On October 6, 1999, the Internal
Revenue Service notified the Trust that the penalty was canceled.
Note 5 - Earnings Per Share
A reconciliation of the numerator and denominator of the earnings per
share computation is as follows:
Three Months Nine Months
Ended September 30 Ended September 30
____________________ ____________________
1999 1998 1999 1998
_________ __________ __________ __________
Numerator:
Numerator for basic
and diluted earnings
per share $185,787 $183,410 $598,145 $549,685
__________________________________________
__________________________________________
Denominator:
Denominator for basic
earnings per share -
weighted average
outstanding shares 1,547,614 1,547,314 1,547,483 1,547,314
Effect of dilutive
securities:
Stock options 30 976 462 888
__________________________________________
Denominator for diluted
earnings per share -
adjusted weighted
average shares and
assumed conversions 1,547,644 1,548,290 1,547,945 1,548,202
__________________________________________
__________________________________________
Basic earnings per share $.12 $.12 $.39 $.36
Diluted earnings per share $.12 $.12 $.39 $.36
Shareholder rights have not been included in the earnings per share
calculation because they would be anti-dilutive at September 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 September 30, 1999 and 1998, and throughout the quarters and nine
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 September 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
final quarter of 1999, and that operating income and expenses in the fourth
quarter of 1999 will approximate the comparable amounts reported for the
previous quarters of 1999.
RESULTS OF OPERATIONS
For the quarter and nine months ended September 30, 1999, the Trust reported
increases of 2.9% and 3.1%, respectively, in gross income from real estate
operations over the comparable 1998 periods. Gross income from apartment
operations accounted for 76% and 74% of the respective increases for the
quarter and nine month periods. Income from apartment operations increased
by 1.1% and 2.5% over the prior year quarter and nine month periods on the
strength of 1.7% higher average rental rates. Economic occupancy for the
third quarter of 1999 was 94.8%, up from 93.5% in the prior year quarter;
and, for the nine months ended September 30, 1999, was 93.8%, up from 93.1%
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 nine months of 1999,
accounted for $78,500, or 26% of the increase compared to the prior year
period due to higher rental rates and increased occupancy. Occupancy rates
averaged 99% during the first three quarters of 1999, up from 95% during the
comparable nine months of 1998.
Operating expenses, excluding interest and depreciation, for the
apartment properties consumed 51.9% of gross possible income for the third
quarter of 1999, up from 50.0% for the prior year period, and amounted to an
increase of $77,258, or 4.7%. For the nine months ended September 30, 1999
and 1998, apartment operating expenses were 49.9% and 48.1%, respectively, of
gross possible income, up $260,787, or 5.6%, from the comparable period of
1998. In addition to anticipated inflation in operating expenses, primarily
higher real estate tax and utility rates, operating expenses related to higher
than normal turnover and below normal occupancy at the Fox Run apartments in
1999 increased by $131,000. Severe winter conditions early in 1999 resulted
in an increase of approximately $30,000 snow and ice removal costs, and
accounted for 11% of the increase in total operating expenses for the
nine-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 three fourths (nine 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 consistent with past experience.
Legal fees and other expenses related primarily to the successful
protest of a penalty assessed by the Internal Revenue Service in 1998 (see
Note 4) and attaining a NASDAQ listing for the Trust's shares accounted for
most of the 7% increase in general and administrative expenses between the
quarters and nine-month periods ended September 30, 1999 and 1998.
Administrative salaries and related payroll taxes and benefits, increased by
less than 1%, for the quarter and nine months ended September 30, 1999 over
the prior year periods. In the first nine months of 1999, general and
administrative expenses consumed 4.1% of income from real estate operations,
up from 3.9% in the first nine months of 1998.
Interest expense related to loans outstanding throughout the third
quarter and nine month periods of 1999 and 1998 declined by $8,500 and
$34,200, respectively, due the scheduled reduction of loan balances.
Additionally, interest expense was reduced by $5,000 and $15,000 between
the third quarter and nine months ended September 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 third quarters
and nine 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 September 27, 1999, the Trust declared a $.20 per share cash
distribution payable November 15, 1999 to shareholders of record October 29,
1999. That distribution will require total disbursements of $309,523. Four
of the five controlled partnerships declared surplus cash distributions
aggregating $38,700 payable November 24, 1999 to partners of record September
30, 1999.
Other than the requirement for declared, but unpaid distributions,
management is not aware of any significant transactions or events which would
require material expenditures in the final quarter of 1999.
Except for $100,000 of outstanding short-term debt under its $2.5
million bank credit facility, 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 three
quarters of the year. At September 30,1999, the Trust held approximately
$656,200 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. Most of the major
utility service providers have published reports that, following testing,
their systems are now Y2K compliant. 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 been formulated. 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.
PART II
Item 6(b). No events occurred during the three months ended September
30, 1999, which would have necessitated the filing of a report on Form 8K,
except that on October 27, 1999, the registrant filed a report on Form 8K
reporting, pursuant to Item 5, Other Events, an amendment adopted September
13, 1999 to the shareholder Rights Declaration that it originally adopted
October 10, 1989. The amendment extended the Rights Declaration to December
31, 2004, and reset the purchase price per share pursuant to the exercise of
a Right to $20.00.
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, 1999, and
December 31, 1998, and the results of its operations and its cash flow for the
three months and nine months ended September 30, 1999, and September 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
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