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, 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
Indianapolis, Indiana 46204
(Address of principal executive offices) (Zip Code)
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 $16,404,858, based upon the average bid and asked prices on
February 18, 2000.
Shares of Beneficial Interest, no par value--1,697,911 shares outstanding as
of February 18, 2000.
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. Five of the Trust's fifteen apartment properties are
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, 1999:
Year No. of 1999 Net
Apartments Location Acquired Units Occupancy Investment
- ---------- -------- -------- ------ --------- ----------
Park Plaza Indianapolis, IN 1973 176 89% $ 581,161
Fontenelle Kokomo, IN 1973 176 96 954,566
Park Forest Marion, IN 1973 64 97 368,713
Chester Heights Richmond, IN 1973 110 92 341,807
Driftwood Park Indianapolis, IN 1989 48 92 969,973
Regency Royale Mishawaka, IN 1993 132 94 3,313,155
Creek Bay Indianapolis, IN 1993 208 97 6,575,870
Eagle Creek Indianapolis, IN 1994 188 95 5,561,302
Fox Run Indianapolis, IN 1995 256 89 6,426,901
Charter Oaks Evansville, IN 1997 192 96 4,917,023
Barcelona* Kokomo, IN 1997 64 97 1,430,119
Beech Grove* Jeffersonville, IN 1997 182 95 4,044,778
Hampton Court* Indianapolis, IN 1997 92 97 1,670,459
Sheffield Square* New Albany, IN 1997 152 98 4,119,658
West Wind Terrace* Indianapolis, IN 1997 96 92 1,711,817
----- -- -----------
Total Apartments 2,136 94 42,987,302
* Property is owned by a partnership controlled by the Trust.
Year Square Currently Net
Commercial Location Acquired Feet Leased Investment
- ---------- -------- -------- ------ --------- ----------
Office/Warehouse
401 Industrial Dr. Carmel, IN 1977 38,000 100% $ 297,058
Office Buildings
1810 E. 62nd St. Indianapolis, IN 1986 17,000 100 387,578
3510-20 E. 96th St., Indianapolis, IN 1997 34,000 100 1,506,306
------ -----------
Total Commercial 89,000 2,190,942
Year Square Lease Net
Restaurants Location Acquired Feet Expires Investment
- ----------- -------- -------- ------ -------- ----------
Fortune House Indianapolis, IN 1979 5,000 2004 399,145
Miami Subs Orlando, FL 1979 3,500 2004 161,608
----- -------
Total Restaurants 8,500 560,753
-----------
ALL INVESTMENT PROPERTIES $45,738,997
-----------
-----------
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, 1999.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Trust's shares of beneficial interest are traded on the NASDAQ SmallCap
market. 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
1999 High Low Declared
- ---- ---- ---- -------------
1st Quarter $12.75 $12.25 $0.20
2nd Quarter 12.75 12.38 0.20
3rd Quarter 12.63 12.31 0.20
4th Quarter 12.75 11.50 0.20
1998
- ----
1st Quarter $12.13 $11.38 $0.19
2nd Quarter 12.13 11.63 0.20
3rd Quarter 12.63 11.94 0.20
4th Quarter 12.63 12.25 0.20
ITEM 6. SELECTED FINANCIAL DATA
In thousands, except per share data and number of apartments
Years ended December 31, 1999 1998 1997 1996 1995
- ------------------------ ---- ---- ---- ---- ----
Operating Data:
Rental and other
operating income $13,227 $12,885 $ 9,364 $ 8,385 $ 7,761
Gains on sale of property - - - - -
Income before minority
interest in operating
partnerships 1,071 990 832 1,022 832
Net income 934 884 832 1,022 832
Cash distributions declared 1,238 1,222 1,307 1,192 1,106
Weighted average number
of shares outstanding 1,548 1,547 1,515 1,454 1,389
Per share:
Basic earnings $ 0.60 $ 0.57 $ 0.57 $ 0.70 $ 0.60
Diluted earnings 0.60 0.57 0.56 0.69 0.59
Distributions declared 0.80 0.79 0.87 0.82 0.78
Balance Sheet Data:
Total real estate
investments(a) $57,429 $57,041 $56,608 $36,261 $36,096
Allowances for
depreciation (11,690) (10,167) (8,641) (7,476) (6,511)
Total assets 49,533 50,489 51,528 30,538 30,762
Mortgage and other
notes payable 35,171 35,767 36,478 20,438 20,449
Total liabilities 37,829 38,439 39,124 22,205 22,277
Minority interest in
operating partnerships 3,476 3,531 3,536 - -
Shareholders' equity 8,228 8,529 8,868 8,333 8,485
Number of shares
outstanding 1,548 1,547 1,547 1,454 1,452
Other Data:
Cash flow data:
Cash provided by
operating activities $ 2,711 $ 2,730 $ 2,098 $ 1,977 $ 1,831
Cash (used in)
investing activities (570) (637) (3,299) (609) (6,467)
Cash provided by (used
in) financing
activities (2,002) (2,130) (1,668) (1,242) 4,711
Funds from operations(b):
Income before minority
interest in operating
partnerships $ 1,071 $ 990 $ 832 $ 1,022 $ 832
Deduct gains on sale
of property - - - - -
Add back investment real
estate depreciation 1,770 1,741 1,265 1,111 1,050
Deduct funds attributed
to minority interest (492) (450) - - -
------- ------- ------- ------- -------
Funds from operations $ 2,349 $ 2,281 $ 2,097 $ 2,133 $ 1,882
------- ------- ------- ------- -------
------- ------- ------- ------- -------
Apartment units owned(a):
Owned at December 31 2,136 2,136 2,136 1,358 1,358
Weighted average number
of apartments owned
during the year 2,136 2,136 1,503 1,358 1,294
(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.
The amount of funds attributed to minority interest is not available to
shareholders of the Trust and is deducted. 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.
During all of 1999 and 1998 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, 1999 the Trust's net investment in real estate consisted of
apartment properties (94%), commercial properties (5%) and net-leased
restaurant properties (1%).
The apartment communities, which comprise 94% of the Trust's investment
property, also account for most of the rental income and expenses reported.
The 2,136 apartment units in the portfolio throughout 1999 and 1998
represents a 42% increase over weighted average number of units reflected in
the 1997 operations.
In 1999, the Trust registered 286,908 shares of beneficial interest which were
subsequently offered to holders of an equal number of operating partnership
units in the five partnership entities it has controlled, as General Partner,
since November, 1997. As of January 1, 2000, holders of 160,110 partnership
units, representing 55.8% of outstanding units, exercised their exchange
options. Unit holders who have not exercised their options may do so as of
the first day of each calendar quarter through 2007 (See Note 3 to the
financial statements). Management anticipates that the increase in
outstanding shares and corresponding decrease in the minority interest will
not have a material impact on funds from operations and net income per share
during the next year.
RESULTS OF OPERATIONS -- 1999
Income from real estate operations increased by approximately 3% in 1999,
while expenses, other than depreciation, increased by 5% over the prior year.
Apartment properties accounted for 77% of the increase in gross income and
all of the increase in operating expenses. Commercial properties accounted
for 17% of the increase in net income. The balance of the increase in gross
income was contributed by one of the net-leased restaurant properties. The
property in Orlando, Florida that is operated as a Miami Subs restaurant was,
prior to 1999, accounted for as a direct financing lease. The original lease
expired in early 1999, and a new five-year operating lease that provides for
the same base rent was executed with the restaurant operator.
The increase in gross income from apartment properties resulted from the
combined effect of 1% higher rental rates and a 2% improvement in overall
occupancy rates. Apartment occupancy rates increased from an average of 92.7%
in 1998 to 94.3% in 1999. At December 31, 1999, the overall occupancy rate
for the Trust's apartment properties was 95%, up from 94% at the end of 1998.
Real estate operating expenses, excluding interest and depreciation, for the
apartment properties increased 5.8% in 1999. Operating expenses amounted to
50.1% and 47.6% of gross possible income for 1999 and 1998, respectively.
Severe winter conditions early in 1999 accounted for $30,000, or 9%, of the
increase in total operating expenses. Approximately 55% of the increase in
operating expenses related to efforts to improve occupancy and reduce resident
turnover at the Fox Run apartments. The economic occupancy rate at Fox Run
improved to 89% for the full year of 1999 from 84% for all of 1998. At the
end of 1999, 94% of the Fox Run apartments were rented.
Nonresidential properties, which accounted for 6% of total income from
operations in 1999, and 5.4% in 1998, experienced a 23% ($86,151) increase
in gross income. The increase resulted primarily from higher occupancy rates
in 1999. Low turnover of tenants during the year resulted in a $22,000
decrease in operating expenses, from 33.8% of gross income in 1998 to 27.2%
in 1999.
During 1999, interest income earned by the Trust was derived primarily from
money market rates of return on sweep account demand deposit funds, and from
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
1999, the Trust earned a 3.9% average rate of return on an average invested
balance of $655,000, exclusive of the restricted cash accounts over which it
does not have investment discretion. In 1998, the Trust earned an average
return of 4.3% on an average daily invested balance of $519,000.
Interest expense applicable to short-term borrowings related to investment
properties purchased during 1997 decreased by $120,800 in 1999, while interest
expense related to mortgage loans on properties owned by the Trust increased
by $4,300. Interest expense attributable to long-term mortgage loans on
properties owned by the controlled partnerships acquired in 1997 decreased
by $8,000. Approximately $85,800 of the reduction in interest expense
resulted from refinancing the mortgage debt on one apartment property in 1998.
The balance of the reduction is attributable to lower loan balances that
resulted from scheduled debt service payments. During 1998, the Trust
obtained a $6.7 million, ten-year, 6.97% fixed-rate first mortgage loan on
its Creek Bay apartment property to repay $5.4 million of mortgage loans on
that property with interest rates of 8 7/8% and 9 3/4. The $1.3 million net
proceeds from the new mortgage loan was used to reduce short-term borrowings.
For 1999, mortgage interest expense related to Trust-owned properties
averaged 8.27% on average outstanding balances of $25.6 million. For 1998,
the overall effective interest rate was 8.43% on average outstanding mortgage
loan balances of $25.3 million. For partnership-owned properties, the average
effective interest rate for 1999 was 8.85% on average outstanding loan
balances of $9.9 million.
General and administrative expenses amounted to 4.5% of income from real
estate operations in 1999, compared with 4% in 1998. Costs incurred in 1999,
primarily legal and other professional fees, that related to the registration
of shares of beneficial interest, and offering those shares in exchange for
outstanding operating partnership units, amounted to $89,600. Nearly all of
those costs were absorbed by the minority interest in operating partnerships.
Employee compensation costs, which include payroll taxes and benefits, that
are included in administrative expenses amounted to $249,700 in 1999, up .7%
from $248,000 in 1998.
RESULTS OF OPERATIONS -- 1998
The Trust experienced increases of approximately 38% in income and 39% in
expenses related to its real estate operations in 1998. The investment
properties acquired in 1997 accounted for 97% of the increase in income and
58% of the increase in expenses. For properties owned during all of 1998 and
1997, rental income increased 1%, representing the net effect of 2.3% higher
rental rates offset by a decrease in occupancy to 91.8% from 92.1%. Real
estate operating expenses for the same properties increased 3.8%, an amount
comparable to management's projected increase of 4%. For the same apartment
properties, operating expenses, excluding interest and depreciation, amounted
to 47.3% and 46.6% of gross possible income for 1998 and 1997, respectively.
At December 31, 1998 the occupancy rate for all of the Trust's apartment
properties, combined, was 94%. At the end of 1997, the overall apartment
occupancy was 92%. The apartment properties owned for all of 1997 and 1998,
with few exceptions, experienced lower turnover rates during 1998, and ended
the year with higher occupancy rates.
The Charter Oaks apartments in Evansville, Indiana, which the Trust purchased
in mid-1997 was the most improved producer in 1998 among the Trust's
investment properties. While still operating below initial expectations, its
1998 funds from operations amounted to 4.9% of invested capital, a significant
improvement over its 1997 yield of less than one percent. The 192-unit
apartment property, which experienced an 88.3% occupancy rate during the last
half of 1997, averaged 97% in 1998. Operating expenses in 1998 amounted to
56.2% of gross possible income, a small improvement from 57.1% in 1997.
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 in 1997. Its results in 1998 were less
impressive due to an increase in operating expenses from 32.8% in 1997 to
38.7% in 1998. The increase resulted primarily from expenses related to
tenant turnover. On its equity investment in that property, the Trust
realized a cash return equal to 3.8% of invested capital in 1998, compared
with an annualized cash return of 10% in 1997.
Nonresidential properties owned during all of 1998 and 1997, which accounted
for 4.6% of total income from operations in 1998, and 3.4% in 1997,
experienced a 7.1% ($23,600) increase in total rental income. The increase
resulted primarily from higher occupancy rates in 1998, and represented the
recovery from a decrease of nearly the same amount reported for the prior
year.
During 1998, interest income was derived, primarily, from the investment of
sweep account demand deposit funds at money market rates, and restricted cash
balances at savings account rates. 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 1998, the Trust
earned a 4.3% average rate of return on an average total amount invested of
$519,000, exclusive of the restricted cash accounts over which the Trust does
not have investment discretion. In 1997, 40% 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 1997 was 5.2%. The balance of interest income in 1997 was
derived, primarily, from the day to day investment of excess cash deposits at
money market rates of return that averaged 4.4%.
Interest expense applicable to mortgage loans and short-term borrowings
related to the two properties purchased during 1997 increased by $237,500 in
1998, while interest expense related to seasoned mortgage loans on
properties owned by the Trust decreased by $48,000. The balance of the
$999,000 increase in interest expense is attributable to long-term mortgage
loans on properties owned by the controlled partnerships that were acquired
in November, 1997.
During 1998, the Trust obtained a $6.7 million, ten-year, 6.97% fixed-rate
first mortgage loan on its Creek Bay apartment property to repay $5.4 million
of mortgage loans on that property with interest rates of 8 7/8% and 9 3/4.
The $1.3 million net proceeds from the new mortgage loan was used to reduce
short-term borrowings. For 1998, mortgage interest expense related to
Trust-owned properties averaged 8.43% on average outstanding balances of
$25.3 million. For 1997, the overall effective interest rate was 8.88% on
average outstanding mortgage loan balances of $22.6 million. For
partnership-owned properties, the average effective interest rate in 1997
was 9.04% on average outstanding loan balances of $10.0 million.
General and administrative expenses amounted to 4% of income from real estate
operations in 1998, compared with 4.5% in 1997. Employee compensation costs
included in administrative expenses, which includes payroll taxes and
benefits, amounted to $248,000 in 1998, up 2.3% from $242,400 in 1997.
LIQUIDITY AND SOURCES OF CAPITAL
On December 30, 1999, the Trust declared a $.20 per share cash distribution
payable February 14, 2000 to holders of 1,697,911 outstanding shares of
beneficial interest. The cash requirement for that distribution amounts to
$339,582. Four of the five partnerships declared surplus cash distributions
aggregating $21,000 payable February 24, 2000 to minority interest partners
of record February 4, 2000.
In connection with its offer to issue shares of beneficial interest in
exchange for operating partnership units, the Trust exercised its right under
the option offer to purchase for $117,756, the interests in 9,813 shares
from certain unit holders. The Trust elected not to register shares in the
State of residence of every unit holder; consequently, shares claimed by
residents of excluded states were purchased, for treasury, by the Trust.
Other than the cash required to pay declared distributions, and to purchase
certain shares under the share exchange offer, management is not aware of any
significant transactions or events which would require material expenditures
in 2000. 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 2000. At December 31, 1999, the Trust and its controlled
partnerships had $884,000 in cash which management believes is sufficient to
meet anticipated 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, 1999, the Trust had no undistributed
earnings and profits. Distributions to shareholders during 1999, which
totaled $1,238,000, included all of the Trust's earnings and profits for
1999, plus $118,200 that was designated as return of capital. In 1998, the
Trust distributed $1,222,000, of which $145,000 was designated as return of
capital. During 1999, the aggregate surplus cash distributed to the minority
interest partners by the controlled partnerships totaled $183,000.
Due to differences in depreciation rates and carrying values of some
properties, reported income for 1999 was 14% lower; for 1998, 15% lower; and,
for 1997, 10% lower, than income for income tax purposes.
IMPACT OF INFLATION
Inflation has not had a significant impact on the Trust during 1999, 1998
and 1997.
YEAR 2000 ISSUE
A description of the Trust's state of readiness is contained in Note 10 to
the financial statements.
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, 1999, 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 27, 2000
- ---------------- --- -------------------- --------------------------------
John I Bradshaw, Jr. 69 President (1998) 1982 to date 96,294 (5.67%)
Indianapolis, IN Exec. Vice President (2000)
Century Realty Trust
Other Directorships:
None
John W. Adams 51 Vice President 1996 to date 1,800 ( .11%)
Indianapolis, IN Browning Investments, Inc.(2000)
Real Estate Development
Other Directorships:
Brightpoint, Inc.
John A. Wallace 76 Real estate investor 1973 to date 16,500 ( .97%)
Indianapolis, IN Self employed (2002)
Other directorships:
None
Francis M. Hapak 74 Real estate investor 1987 to date 76,605 (4.51%)
Indianapolis, IN Self employed (2002)
Other directorships:
None
John I. Bradshaw, Jr. is sole owner of 43,935 shares and has voting and
investment power with respect to 52,359 shares owned by trusts for his
children and his sister.
John A. Wallace is the sole owner of 15,000 shares and shares voting and
investment power with respect to 1,500 shares owned by Brenda L. Wallace,
his wife.
Francis M. Hapak is the sole owner of 38,392 shares and shares voting and
investment power with respect to 38,213 shares owned by Charlotte H. Hapak,
his wife.
(b) Identification of officers:
Name Age Office(s) Held
- ------------------------ --- ----------------------------------------
Francis M. Hapak 74 Chairman of the Board (since 1998)
John I. Bradshaw, Jr. 69 President (since 1998)
Executive Vice President (1973 to 1998)
Secretary (1979 to 1998),Treasurer
(since 1996) and Trustee
John W. Adams 51 Secretary (since 1998) 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. 1999 99,000 - 2,307* -
President 1998 99,000 - 2,307* -
Chief Exec. Officer 1997 99,000 - 1,942* -
* Compensation equivalent of club dues paid on behalf of individual.
(c) Option grants in the last fiscal year:
Potential
Realizable Value
Individual Grants at Assumed Annual
------------------------------------------------Rates of Stock
% of Total Price Appreciation
Options Exercise for Option Term
Options Granted In Price per Expiration------------------
Name Granted(#) Fiscal Year Share Date 5% 10%
- -------------------------------------------------------------------------------
John W. Adams 4,000 100% $12.375 4/30/02 $6,066 $14,388
The options are exercisable at any time until the expiration date. Upon
exercise, shares in treasury, to the extent available, will be issued.
The exercise price per share represents the average of the bid and asked
prices at the date of grant.
(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 300 $900 4,000 None
**Value is based on $12.00 per share, the average of the bid ($11.75) and
asked ($12.25) prices at December 31, 1999.
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 5.7%
Beneficial Interest 320 N. Meridian Street
Indianapolis, IN 46204
Shares of Murray R. Wise 107,550 6.3%
Beneficial Interest 2407 S. Neil Street
P.O. Box 3009
Champaign, IL 61812
John I. Bradshaw, Jr. is sole owner of 43,935 shares and has voting and
investment power with respect to 52,359 shares owned by trusts for his
children and his sister.
Murray R. Wise is sole owner of 93,783 shares and shares voting and
investment power with respect to 1,000 shares owned by his spouse, 11,767
shares owned by the Westchester Profit Sharing Trust and 1,000 shares owned
by the Westchester Foundation.
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.
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.
(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: 3/20/00 By: S/ JOHN I. BRADSHAW, JR.
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: 3/17/00 S/ DAVID F. WHITE
Controller
Date: 3/20/00 S/ JOHN W. ADAMS
Trustee
Date: 3/20/00 S/ FRANCIS M. HAPAK
Trustee, Chairman
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, 1999:
Consolidated balance sheets - December 31, 1999 and 1998
Consolidated statements of income - Years ended December 31, 1999, 1998
and 1997
Consolidated statements of cash flows - Years ended December 31, 1999,
1998 and 1997
Consolidated statements of shareholders' equity - Years ended December 31,
1999, 1998 and 1997
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 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 February 18, 2000, included in
the 1999 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
Indianapolis, Indiana
February 18, 2000
Century Realty Trust and Subsidiaries
Consolidated Balance Sheets
December 31
1999 1998
___________ ___________
Assets
Real estate investments:
Land $3,776,383 $3,776,383
Buildings 52,085,208 51,642,208
Equipment 1,304,834 1,273,636
Allowances for depreciation (11,690,079) (10,166,811)
___________ ___________
45,476,346 46,525,416
Net investment in direct financing leases 262,651 348,409
___________ ___________
45,738,997 46,873,825
Cash and cash equivalents 883,730 744,901
Restricted Cash 1,257,705 1,052,003
Stort-term investments
Accounts and accrued interest receivable 434,583 474,079
Unamortized management contracts 514,861 579,895
Unamortized mortgage costs 490,661 539,979
Undeveloped land 99,675 99,675
Other assets 112,473 125,048
___________ ___________
$49,532,685 $50,489,405
___________ ___________
___________ ___________
Liabilities and shareholders' equity
Liabilities:
Short-term debt $100,000 $100,000
Mortgage notes payable 35,071,414 35,667,408
Accounts payable and accrued liabilities 516,089 425,068
Accrued Interest 263,795 264,779
Accrued State income and property taxes 1,392,522 1,454,464
Tenants' security deposits and unearned rent 485,553 527,642
___________ ___________
37,829,373 38,439,361
Minority interest in operating partnerships 3,475,699 3,520,925
Shareholders' equity:
Shares of Beneficial Interest, no par
value - authorized 5,000,000 shares,
issued 1,553,528, including
5,914 shares and 6,214 shares in
treasury as of December 31, 1999
and 1998, respectively 6,759,417 6,758,619
Undistributed income other than from
gain on the sale of real estate 192,584 496,940
Undistributed net realized gain from the
sale of real estate 1,316,078 1,316,078
Cost of treasury shares (40,466) (42,518)
___________ ___________
8,227,613 8,529,119
___________ ___________
$49,532,685 $50,489,405
___________ ___________
___________ ___________
See accompanying notes.
Century Realty Trust and Subsidiaries
Consolidated Statements of Income
Year ended December 31
1999 1998 1997
__________ __________ __________
Income:
Real estate operations:
Rental Income $12,854,221 $12,470,119 $9,076,399
Income from direct
financing leases 37,331 50,897 53,466
Other income 258,292 253,709 155,179
__________ __________ __________
13,149,844 12,774,725 9,285,044
Less:
Real estate operating expenses 5,337,115 4,966,967 3,528,637
Depreciation 1,800,474 1,753,216 1,270,519
Real estate taxes 1,233,153 1,267,304 960,150
__________ __________ __________
8,370,742 7,987,487 5,759,306
__________ __________ __________
4,779,102 4,787,238 3,525,738
Interest income 77,443 70,118 79,253
__________ __________ __________
4,856,545 4,857,356 3,604,991
Expenses:
Interest 3,070,700 3,201,369 2,202,376
State income taxes 119,934 150,100 151,395
General and administrative expenses 594,634 515,558 419,152
__________ __________ __________
3,785,268 3,867,027 2,772,923
__________ __________ __________
Income before minority interest
in operating partnerships 1,071,277 990,329 832,068
Minority interest in operating
partnerships (137,722) (106,767) 26,879
__________ __________ __________
Net income $933,555 $883,562 $858,947
__________ __________ __________
__________ __________ __________
Earnings per share:
Basic earnings per share $0.60 $0.57 $0.57
Diluted earnings per share $0.60 $0.57 $0.56
See accompanying notes.
<TABLE>
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, 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
Net income for 1998 - - 883,562 - - 883,562
Dividends ($.79 per share) - - (1,222,378) - - (1,222,378)
_________ __________ __________ __________ __________ __________
Balance at December 31, 1998 1,547,314 6,758,619 496,940 1,316,078 (42,518) 8,529,119
Net income fro 1999 - - 933,555 - - 933,555
Dividends ($.80 per share) - - (1,237,911) - - (1,237,911)
Stock options exercised 300 798 - - 2,052 2,850
_________ __________ __________ __________ __________ __________
Balance at December 31, 1999 1,547,614 $6,759,417 $192,584 $1,316,078 ($40,466) $8,227,613
_________ __________ __________ __________ __________ __________
_________ __________ __________ __________ __________ __________
</TABLE>
See accompanying notes.
Century Realty Trust and Subsidiaries
Consolidated Statements of Cash Flows
Year ended December 31
1999 1998 1997
__________ __________ __________
Operating Activities
Net income $933,555 $883,562 $858,947
Adjustments to reconcile net
income to cash provided by
operating activities:
Depreciation and amortization 1,849,791 1,805,010 1,304,744
Minority interest 137,722 106,767 (26,879)
Changes in operating assets
and liabilities:
Restricted cash (205,701) (23,680) (78,045)
Accounts and accrued income
receivable 39,495 (99,945) (77,165)
Other assets (17,620) 7,880 11,697
Accounts payable and accrued
liabilities 15,947 5,963 147,471
Tenants' security deposits and
unearned rent (42,089) 44,280 (42,845)
__________ __________ __________
Net cash provided by operations 2,711,100 2,729,837 2,097,925
Investing Activities:
Investment in short term investments - - (2,474,313)
Proceeds from maturities of short term
investments - - 3,065,306
Acquisition of real estate, net of
debt assumed - - (2,858,857)
Purchase of property and improvements (602,152) (690,672) (422,483)
Purchase of management contracts - - (650,475)
Lease principal payments received 31,732 53,268 41,913
__________ __________ __________
Net cash used in investing activities (570,420) (637,404) (3,298,909)
Financing Activities:
Net short-term bank
borrowings (repayments) - (1,550,000) 1,650,000
Net proceeds from mortgage
notes payable - 6,689,609 1,126,684
Principal payments on mortgage
notes payable (595,994) (5,910,838) (518,152)
Sale of treasury shares 2,850 - 708,025
Distribution to minority interest (182,947) (145,321) -
Dividends paid to shareholders (1,225,760) (1,213,613) (1,298,279)
__________ __________ __________
Net cash provided by (used in)
financing activities (2,001,851) (2,130,163) 1,668,278
__________ __________ __________
Net increase (decrease) in cash
and cash equivalents 138,829 (37,730) 467,294
Cash and cash equivalents
at beginning of year 744,901 782,631 315,337
__________ __________ __________
Cash and cash equivalents
at end of year $883,730 $744,901 $782,631
__________ __________ __________
__________ __________ __________
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.
Century Realty Trust
Notes to Consolidated Financial Statements
December 31, 1999
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 and pursuant to each
partnership agreement, 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 residential rental properties owned and controlled by the Trust 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.
Revenue Recognition:
The revenue of the Trust primarily consists of rental income associated with
short-term leases from apartments with terms generally of one year or less.
Rental income is recognized when earned.
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 represents 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 reissuance 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 the majority of 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 consolidated 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 2004. 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:
1999 1998
------------ ----------
Minimum lease payments receivable $324,968 $393,992
Estimated unguaranteed residual values 47,419 101,484
Unearned income (109,736) (147,067)
------------ ----------
Net investment $262,651 $348,409
------------ ----------
------------ ----------
At December 31, 1999 future minimum lease payments receivable from direct
financing leases are $66,095 for 2000 through 2003, and $60,587 for 2004.
Also, at December 31, 1999, future minimum annual lease payments due from
noncancellable operating leases are $69,099 for 2000 through 2003, and
$17,329 for 2004.
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. CR
Management, Inc. paid, in cash, $687,500 for its one percent general partner
interest and management rights to the properties and $245,000 for acquisition
and organization.
The acquisition resulted in creating five new partnerships which issued, in
the aggregate, approximately 286,908 O.P. units to the selling partnerships
for their contribution of net assets to the newly-formed partnerships. 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 286,908
O.P. units ($3.3 million) plus the cash investment of $923,500 represents the
approximate purchase price for the exclusive management rights and the real
estate and other assets less assumed mortgage debt and other liabilities of
the operating partnerships.
The acquisition agreement provided that the Trust would 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 were granted in
December, 1999, effective January 1, 2000 and on the first day of each
quarter thereafter, and will exist until November 27, 2007, at which time the
Trust may, at its option, require the exchange of any remaining outstanding
O.P. units. Holders of 160,110 O.P. units elected to exchange their units
for shares of beneficial interest as of January 1, 2000. The Trust
repurchased 9,813 of those shares, for a total cost of $117,756, from
residents of certain states with which the Trust elected not to register its
shares. As a result of the exchanges, the Trust acquired 55.8% of the
limited partnership interests in the Porter Portfolio partnerships as of
January 1, 2000.
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
4. Short-term Debt
The Trust, since April 1997, has maintained an unsecured line of credit. The
line of credit is renewed annually, and at December 31, 1999, the maximum
borrowing limit was $3,000,000. As of December 31, 1999 and 1998, the Trust
had borrowed $100,000, which it expects to repay from funds provided by
operations. The line of credit rate of interest was 7.4% and at December 31,
1999 and 1998.
At December 31, 1999 and 1998, approximately $614,000 and $539,000,
respectively, 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 7% to 9 1/2%
per annum, and mature from December 1, 2000 to August 1, 2008. At December
31, 1999 and 1998, mortgage notes payable by the Trust amounted to
$25,313,508 and $24,805,261, respectively. The aggregate amount of long-term
debt maturities for each of the five years after December 31,1999 are: 2000,
$3,950,730; 2001, $433,145; 2002, $1,509,775; 2003, $1,727,012; 2004,
$1,162,730 and thereafter, $16,530,116.
Mortgage notes applicable to properties included in the Porter Portfolio
controlled by the Trust are payable in monthly installments, including
interest at rates ranging from 8 1/8% to 8 7/8% per annum, and mature from
June 1, 2006 to May 1, 2030. At December 31, 1999 and 1998, mortgage notes
payable by partnerships controlled by the Trust amounted to $9,757,906 and
$9,862,147 respectively. The aggregate amount of long-term debt maturities
for each of the five years after December 31, 1999 are: 2000, $108,715;
2001, $118,569; 2002, $114,873; 2003, $109,406; 2004, $119,362 and thereafter
$9,256,115.
Cash paid for interest was $3,071,684, $3,077,610, and $2,093,275 for years
ended December 31, 1999, 1998, and 1997, respectively.
At December 31, 1999, approximately $29,540,000 of the owned real estate
investments, and $12,790,000 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, 1999 there were 1,547,614
Rights outstanding. In September, 1999, the Board of Trustees adopted an
amendment to the Rights Declaration to extend the expiration date and to
increase the purchase price for each share of beneficial interest pursuant to
the exercise of Right.
Each Right entitles the holder to purchase from the Trust one share of
beneficial interest at a price of $20 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 December 31, 2004, 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. Options for
2,000 shares and 20,500 shares were exercised in 1996 and 1997, respectively.
Options for 1,500 shares granted in 1994 expired unexercised on March 21,
1997.
In 1996, the Board of Trustees granted to a newly-elected trustee, an option
to purchase up to 5,000 shares of beneficial interest exercisable on or
before April 30, 1999, at a price of $9.50 per share, the fair market value
at the date of the grant. Options for 700 shares and 300 shares were
exercised in 1997 and 1999, respectively. The option for the remaining 4,000
shares granted in 1996 expired unexercised on April 30, 1999. Upon
expiration of that option, the Board of Trustees granted the same trustee a
new option to purchase 4,000 shares exercisable on or before April 30, 2002,
at a price of $12.375, the fair market value at the date of the grant. The
option for 4,000 shares was unexercised at December 31, 1999.
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 Equivalents and Restricted Cash: The carrying amount reported in
the balance sheet for cash and cash equivalents 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, 1999
Carrying Amount Fair Value
---------------- ---------------
Cash and cash equivalents $ 883,730 $ 884,000
Restricted cash 1,257,705 1,258,000
Short-term debt 100,000 100,000
Mortgage notes payable 35,091,414 36,100,000
December 31, 1998
Carrying Amount Fair Value
---------------- --------------
Cash and cash equivalents $ 744,901 $ 745,000
Restricted cash 1,052,003 1,052,000
Short-term debt 100,000 100,000
Mortgage notes payable 35,667,408 36,718,000
9. Earnings Per Share
A reconciliation of the numerator and denominator of the earnings per share
computation is as follows:
1999 1998 1997
---------- ---------- ----------
Numerator:
Numerator for basic and diluted
earnings per share $ 933,555 $ 883,562 $ 858,947
---------- ---------- ----------
---------- ---------- ----------
Denominator:
Denominator for basic earnings per
share-weighted average shares 1,547,516 1,547,314 1,515,436
Effect of dilutive securities:
Stock options 341 3,335 6,320
---------- ---------- ----------
Denominator for diluted earnings
per share-adjusted weighted
average shares and assumed
conversions 1,547,857 1,550,649 1,521,756
---------- ---------- ----------
---------- ---------- ----------
Basic earnings per share $ .60 $ .57 $ .57
---------- ---------- ----------
---------- ---------- ----------
Diluted earnings per share $ .60 $ .57 $ .56
---------- ---------- ----------
---------- ---------- ----------
Shareholder rights have not been included in the earnings per share
calculation because they would be anti-dilutive at December 31, 1999, 1998
and 1997.
10. Year 2000 Readiness (Unaudited)
In prior years, the Company discussed the nature and progress of its plans
to become Year 2000 ready. In late 1999, the Company completed its
remediation and testing of systems. As a result of those planning and
implementation efforts, the Company experienced no significant disruptions
in mission critical information technology and non-information technology
systems and believes those systems successfully responded to the Year 2000
date change. The Company expensed approximately $1,000 during 1999 in
connection with remediating its systems. The Company is not aware of any
material problems resulting from Year 2000 issues, either with its internal
systems, or the services of third parties. The Company will continue to
monitor its mission critical computer applications and those of its
management companies throughout the Year 2000 to ensure that any latent Year
2000 matters that may arise are addressed promptly.
Report of Independent Auditors
Board of Trustees
Century Realty Trust
We have audited the accompanying consolidated balance sheets of Century
Realty Trust and Subsidiaries (the "Trust") as of December 31, 1999 and 1998,
and the related consolidated statements of income, shareholders' equity and
cash flows for each of the three years in the period ended December 31, 1999.
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 auditing standards generally
accepted in the United States. 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, 1999 and 1998, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1999, in conformity with
accounting principles generally accepted in the United States.
ERNST & YOUNG LLP
February 18, 2000
<TABLE>
SCHEDULE III--REAL ESTATE AND ACCUMULATED DEPRECIATION
CENTURY REALTY TRUST
December 31, 1999
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 $372,902 ---
Park Forest (64), Marion, IN First mortg 57,800 517,200 643,954 ---
Fontenelle (176), Kokomo, IN None 128,000 1,622,000 1,405,975 ---
Park Plaza I (88), Indianapolis, IN None 37,655 693,295 336,701 ---
Park Plaza II (96), Indianapolis, IN None 47,345 871,705 ---
Driftwood Park (48), Indianapolis, IN First mortg 117,000 1,168,308 161,386 ---
Regency Royale (132), Mishawaka, IN First mortg 125,000 3,638,499 140,344 ---
Creek Bay (208), Indianapolis, IN First mortg 340,940 7,101,480 94,267 ---
Eagle Creek Park (188), Indianapolis, IN First mortg 378,000 5,679,172 375,296 ---
Fox Run (256), Indianapolis, IN First mortg 398,000 6,446,469 289,896 ---
Charter Oaks (192), Evansville, IN First mortg 241,500 4,851,716 83,201 ---
Barcelona (64), Kokomo, IN First mortg 59,200 1,350,384 73,685 ---
Beech Grove (182), Jeffersonville, IN First mortg 469,000 3,612,360 87,014 ---
Hampton Court (92), Indianapolis, IN First mortg 225,600 1,481,900 16,538 ---
Sheffield Square (152), New Albany, IN First mortg 227,000 4,020,424 49,304 ---
West Wind Terrace (96), Indianapolis, IN First mortg 136,700 1,610,241 31,081 ---
Commercial (square feet): ---
Office/Warehouse (38,000), Carmel, IN First mortg 54,000 446,075 154,784 ---
Office (17,000), Indianapolis, IN None 71,500 457,818 57,278 ---
Office (34,000), Indianapolis, IN First mortg 348,725 1,184,344 58,431 ---
Net leased restaurants (square feet): ---
Miami Subs (3,500), Longwood, FL None 113,479 54,026 --- ---
Fortune House (5,000), Indianapolis, IN None 136,494 --- --- ---
__________ ___________ __________ ___________
3,769,638 47,659,916 4,432,037 ---
Equipment--various locations None --- 492,266 812,568 ---
__________ ___________ __________ ___________
TOTAL REAL ESTATE INVESTMENTS $3,769,638 $48,152,182 $5,244,605 ---
__________ ___________ __________ ___________
__________ ___________ __________ ___________
Undeveloped land - various locations None $99,675 $ $ ---
__________ ___________ __________ ___________
__________ ___________ __________ ___________
Col. E
Gross Amount at Which
Carried at Close of Period
_______________________________________
Buildings
and
Description Land Improvements Total
______________________________________ ___________ _____________ ____________
<S> <C> <C> <C>
Garden apartments (no. of units):
Chester Heights (110), Richmond, IN $63,445 $1,218,657 1,282,102
Park Forest (64), Marion, IN 57,800 1,161,154 1,218,954
Fontenelle (176), Kokomo, IN 128,000 3,027,975 3,155,975
Park Plaza I (88), Indianapolis, IN 37,655 1,029,996 1,067,651
Park Plaza II (96), Indianapolis, IN 47,345 871,705 919,050
Driftwood Park (48), Indianapolis, IN 117,000 1,329,694 1,446,694
Regency Royale (132), Mishawaka, IN 125,000 3,778,843 3,903,843
Creek Bay (208), Indianapolis, IN 340,940 7,195,747 7,536,687
Eagle Creek Park (188), Indianapolis, IN 378,000 6,054,468 6,432,468
Fox Run (256), Indianapolis, IN 398,000 6,736,365 7,134,365
Charter Oaks (192), Evansville, IN 241,500 4,934,917 5,176,417
Barcelona (64), Kokomo, IN 59,200 1,424,069 1,483,269
Beech Grove (182), Jeffersonville, IN 469,000 3,699,374 4,168,374
Hampton Court (92), Indianapolis, IN 225,600 1,498,438 1,724,038
Sheffield Square (152), New Albany, IN 227,000 4,069,728 4,296,728
West Wind Terrace (96), Indianapolis, IN 136,700 1,641,322 1,778,022
Commercial (square feet):
Office/Warehouse (38,000), Carmel, IN 54,000 600,859 654,859
Office (17,000), Indianapolis, IN 71,500 515,096 586,596
Office (34,000), Indianapolis, IN 348,725 1,242,775 1,591,500
Net leased restaurants (square feet):
Miami Subs (3,500), Longwood, FL 113,479 54,026 167,505
Fortune House (5,000), Indianapolis, IN 136,494 --- 136,494
__________ ___________ ___________
3,776,383 52,085,208 55,861,591
Equipment--various locations --- 1,304,834 1,304,834
__________ ___________ ___________
TOTAL REAL ESTATE INVESTMENTS $3,776,383 $53,390,042 $57,166,425 (A)
__________ ___________ ___________
__________ ___________ ___________
Undeveloped land - various locations $99,675 $ ___ $99,675 (B)
__________ ___________ ___________
__________ ___________ ___________
Col. F Col. G Col. H Col.I
Life on Which
Depreciation in
Latest Income
Accumulated Date of Date Statements
Description Depreciation Construction Acquired Is Computed
__________________________________________ _____________ ___________ __________ _____________
<S> <C> <C> <C> <C>
Garden apartments (no. of units):
Chester Heights (110), Richmond, IN $958,811 1965 01/73 31 years
Park Forest (64), Marion, IN 852,290 1962 01/73 31 years
Fontenelle (176), Kokomo, IN 2,262,447 1966 01/73 29 years
Park Plaza I (88), Indianapolis, IN 731,701 1965 01/73 33 years
Park Plaza II (96), Indianapolis, IN 706,080 1967 01/73 33 years
Driftwood Park (48), Indianapolis, IN 488,234 1963 09/89 28 years
Regency Royale (132), Mishawaka, IN 630,350 1983 06/93 40 years
Creek Bay (208), Indianapolis, IN 1,098,632 1992 12/93 40 years
Eagle Creek Park (188), Indianapolis, IN 916,595 1974 03/94 40 years
Fox Run (256), Indianapolis, IN 816,330 1974 03/95 40 years
Charter Oaks (192), Evansville, IN 309,796 1984 06/97 40 years
Barcelona (64), Kokomo, IN 78,081 1971 11/97 33 years
Beech Grove (182), Jeffersonville, IN 196,065 1973 11/97 33 years
Hampton Court (92), Indianapolis, IN 80,153 1980 11/97 33 years
Sheffield Square (152), New Albany, IN 219,135 1974 11/97 33 years
West Wind Terrace (96), Indianapolis, IN 87,139 1967 11/97 33 years
Commercial (square feet):
Office/Warehouse (38,000), Carmel, IN 357,802 1972 10/77 33 years
Office (17,000), Indianapolis, IN 199,018 1966 7/86 33 years
Office (34,000), Indianapolis, IN 85,194 1975 5/97 40 years
Net leased restaurants (square feet):
Miami Subs (3,500), Longwood, FL 5,897 1978 1/79 N/A
Fortune House (5,000), Indianapolis, IN --- 1979 11/79 N/A
___________
11,079,750
Equipment--various locations 610,329 Various Various 3-15 years
___________
TOTAL REAL ESTATE INVESTMENTS $11,690,079 (A)
___________
___________
Undeveloped land - various locations --- N/A 1/73 N/A
___________
___________
</TABLE>
(A) The aggregate carrying value for tax purposes is $40,488,640
(B) The aggregate carrying value for tax purposes is $72,522
<TABLE>
SCHEDULE III--REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
CENTURY REALTY TRUST
December 31, 1999
Total Land,
Buildings Buildings
and and Accumulated Undeveloped
Land Improvements Improvements Equipment Depreciation Land
__________ ____________ ____________ __________ ___________ ___________
<S> <C> <C> <C> <C> <C> <C>
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
Additions:
Improvements --- 440,443 440,443 189,934 --- ---
Depreciation --- --- --- --- 1,670,185 ---
Deductions:
Fully amortized costs --- 74,278 74,278 70,426 144,704 ---
__________ ___________ ___________ __________ ___________ ________
Balance December 31, 1998 $3,776,383 $51,642,208 $55,418,591 $1,273,636 $10,166,811 $99,675
Additions:
Improvements --- 514,380 514,380 141,799 --- ---
Depreciation --- --- --- --- 1,705,249 ---
Deductions:
Fully amortized costs --- 71,380 71,380 110,601 181,981 ---
__________ ___________ ___________ __________ ___________ ________
Balance December 31, 1999 $3,776,383 $52,085,208 $55,861,591 $1,304,834 $11,690,079 $99,675
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 884
<SECURITIES> 0
<RECEIVABLES> 435
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,258
<PP&E> 57,429
<DEPRECIATION> 11,690
<TOTAL-ASSETS> 49,533
<CURRENT-LIABILITIES> 780
<BONDS> 35,071
0
0
<COMMON> 6,759
<OTHER-SE> 1,469
<TOTAL-LIABILITY-AND-EQUITY> 49,533
<SALES> 12,854
<TOTAL-REVENUES> 13,227
<CGS> 0
<TOTAL-COSTS> 8,371
<OTHER-EXPENSES> 715
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,071
<INCOME-PRETAX> 934
<INCOME-TAX> 0
<INCOME-CONTINUING> 934
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 934
<EPS-BASIC> 0.60
<EPS-DILUTED> 0.60
</TABLE>
