SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended June 30, 2003 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 by checkmark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange Act). YES
NO X
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 1,781,276
Part 1. Financial Information
Century Realty Trust and Subsidiaries
Consolidated Balance Sheets
June December
30, 2003 31, 2002
___________ ___________
Unaudited See Note 1
Assets
Real estate investments:
Land $3,776,383 $3,776,383
Buildings 53,446,927 53,328,753
Equipment 1,234,239 1,159,609
Allowances for depreciation (16,827,294) (15,984,984)
___________ ___________
41,630,255 42,279,761
Net investment in direct financing leases 123,924 148,698
___________ ___________
41,754,179 42,428,459
Cash and cash equivalents 1,871,794 1,751,051
Restricted cash 2,149,026 1,592,035
Accounts and accrued income receivable 427,371 321,571
Unamortized management contracts 287,238 319,756
Unamortized mortgage costs 318,159 341,875
Undeveloped land 99,675 99,675
Other assets 103,456 104,004
___________ ___________
$47,010,898 $46,958,426
___________ ___________
___________ ___________
Liabilities and shareholders' equity
Liabilities:
Mortgage notes payable $33,777,622 34,101,623
Accounts payable and accrued liabilities 384,342 393,467
Interest 186,457 196,098
State income and property taxes 2,200,380 1,454,716
Tenants' security deposits and unearned rent 542,069 573,299
___________ ___________
37,090,870 36,719,203
Minority interest in operating partnerships 522,563 569,021
Shareholders' equity:
Shares of Beneficial Interest, no par
value - authorized 5,000,000 shares,
issued 1,782,531 shares (1,780,908 shares
at December 31, 2002), including 8,507
shares in 2003 and and 19,207 shares in
2002, in treasury 9,488,756 9,472,832
Overdistributed income other
than from gain on the sale of real estate (1,319,499) (920,316)
Undistributed net realized gain from the
sale of real estate 1,316,078 1,316,078
Cost of treasury shares (87,870) (198,392)
___________ ___________
9,397,465 9,670,202
___________ ___________
$47,010,898 $46,958,426
___________ ___________
___________ ___________
See accompanying notes.
Century Realty Trust and Subsidiaries
Consolidated Statements of Income
Three Months Six Months
Ended June 30 Ended June 30
___________ ___________ ___________ ___________
2003 2002 2003 2002
___________ ___________ ___________ ___________
Income:
Real estate operations:
Rental Income $2,934,414 $3,152,674 $5,880,861 $6,314,068
Income from direct
financing leases 4,137 5,711 8,274 11,423
Other income 58,061 74,169 125,982 145,727
___________ ___________ ___________ ___________
2,996,612 3,232,554 6,015,117 6,471,218
Less:
Operating expenses 1,398,966 1,375,283 2,822,277 2,723,901
Depreciation 439,363 462,073 878,727 924,127
Real estate taxes 402,716 326,694 767,766 688,545
___________ ___________ ___________ ___________
2,241,045 2,164,050 4,468,770 4,336,573
___________ ___________ ___________ ___________
755,567 1,068,504 1,546,347 2,134,645
Interest 3,320 6,292 7,282 11,716
___________ ___________ ___________ ___________
758,887 1,074,796 1,553,629 2,146,361
Expenses:
Interest 603,484 631,923 1,198,791 1,282,027
State income taxes - 5,112 - 9,668
General and administrative 160,104 154,862 318,836 334,914
___________ ___________ ___________ ___________
763,588 791,897 1,517,627 1,626,609
___________ ___________ ___________ ___________
Income (loss) before
minority interest in
operating partnerships (4,701) 282,899 36,002 519,752
Minority interest in
operating partnerships 12,707 5,630 23,580 2,537
___________ ___________ ___________ ___________
Net income $8,006 $288,529 $59,582 $522,289
___________ ___________ ___________ ___________
___________ ___________ ___________ ___________
Per share data:
Basic earnings $0.00 $0.16 $0.03 $0.30
Diluted earnings $0.00 $0.16 $0.03 $0.30
See accompanying notes.
Century Realty Trust and Subsidiaries
Consolidated Statements of Cash Flows
Six Months
Ended June 30
2003 2002
__________ __________
Operating Activities
Net income $59,582 $522,289
Adjustments to reconcile net
income to cash provided by
operating activities:
Depreciation and amortization 906,344 950,533
Minority interest (23,580) (2,537)
Changes in operating assets
and liabilities:
Restricted cash (556,991) (10,879)
Accounts and accrued income receivable (105,800) (6,923)
Other assets (7,252) (4,872)
Accounts payable and accrued liabilities 724,829 26,938
Tenants' security deposits and
unearned income (31,230) 47,991
__________ __________
Net cash provided by operating activities 965,902 1,522,540
Investing Activities:
Purchase of property and improvements (192,804) (323,389)
Lease principal payments received 24,774 21,625
__________ __________
Net cash used in investing activities (168,030) (301,764)
Financing Activities:
Repayment of short-term debt - (92,406)
Principal payments on mortgage notes payable (324,001) (316,186)
Sale of treasury shares 109,675 -
Dividends paid to shareholders (456,696) (489,099)
Distributions to holders of minority interest (6,107) (8,015)
__________ __________
Net cash used in financing activities (677,129) (905,706)
__________ __________
Net increase in cash and cash equivalents 120,743 315,070
Balance at beginning of period 1,751,051 1,316,299
__________ __________
Balance at end of period $1,871,794 $1,631,369
__________ __________
__________ __________
Supplemental Data:
Selected noncash activities related to
investing and financing activities were
as follows:
Issued 1,623 shares in 2003 and 5,937
shares in 2002 in exchange for like
numbers of operating partnership units
of controlled partnerships $16,771 $68,351
__________ __________
__________ __________
See accompanying notes.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CENTURY REALTY TRUST
June 30, 2003
Unaudited
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements
have been prepared in accordance with accounting principles
generally accepted in the United States 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 accounting principles
generally accepted in the United States for complete financial
statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary
for a fair presentation have been included. Operating results
for the three months and six months ended June 30, 2003 are not
necessarily indicative of the results that may be expected for
the year ended December 31, 2003.
The balance sheet at December 31, 2002 has been derived from
the audited financial statements at that date but does not
include all of the information and footnotes required 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, 2002.
NOTE 2 - INTEREST IN OPERATING PARTNERSHIPS
The Trust, through its wholly-owned subsidiary, CR Management,
Inc., is the general partner in five limited partnerships each
of which owns, as its principal asset, a single apartment
property. CR Management, Inc. owns 2,972 partnership units.
Effective January 1, 2000, the Trust granted to each of the
beneficial owners of the remaining 286,908 partnership units the
right to exchange their units for an equal number of shares of
the Trust. Exchanges are exercised effective on the first day
of each calendar quarter. At December 31, 2002 the Trust owned,
in the aggregate 227,380, or 79.3%, of the limited partnership
interests.
During the six months ended June 30, 2003, the Trust issued
1,623 shares of beneficial interest in exchange for partnership
units. As of July 1, 2003, holders of 7,252 units elected to
exchange units for shares. Including the exchanges exercised
July 1, 2003, the Trust owns 236,255, or 82.3%, of the 286,908
limited partnership units. The equity interest that the Trust
does not own is described in the consolidated financial
statements as the minority interest in operating partnerships.
NOTE 3 - MORTGAGE NOTES PAYABLE
Nine of the fifteen properties owned by the Trust are
encumbered by mortgage loans that are payable in monthly
installments totaling approximately $180,200, including interest
at rates ranging from 3.9% to 9% per annum, and which mature
from October 3, 2004 to February 1, 2012. Scheduled payments
during the three months and six months ended June 30, 2003
decreased mortgage loan balances, in the aggregate, by $135,619
and $267,328, 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 $70,000. The loans have interest rates ranging
from 6.625% to 8.31%, and mature from June 1, 2006 to July 31,
2037. The total monthly installments, range of interest rates,
and maturity dates represent new terms following modification in
July, 2002 of three of the five mortgage loans. Scheduled
payments during the three months and six months ended June 30,
2003 decreased mortgage loan balances, in the aggregate, by
$28,568 and $56,673, respectively.
NOTE 5 - FEDERAL INCOME TAXES
The Trust intends to continue as a real estate investment trust
as defined in the Internal Revenue Code and to distribute its
taxable income. Assuming compliance with other requirements of
the Code, income distributed will not be taxable to the Trust.
Accordingly, no provision for federal income taxes is made in
the financial statements. Distributions, however, to the extent
that such payments are from earnings and profits of the Trust,
are taxable to the shareholder recipients as dividend income.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
Contained in this discussion are forward-looking statements
which management believe to be reasonable and informative. Such
statements are based on assumptions which may not prove to be
correct for reasons management cannot predict. Consequently,
the inclusion of forward-looking statements should not be
considered as representations by the Trust or its management
that expected results will be achieved or that stated objectives
will be attained.
At June 30, 2003 and 2002, and throughout the quarters and six
month periods then ended, the Trust owned or controlled fifteen
apartment communities containing 2,136 apartment units, three
multi-tenant commercial properties containing 89,000 rentable
square feet, and two restaurant properties leased to operators
under net leases. Five of the fifteen apartment communities
containing a total of 586 units are owned by partnerships in
which the Trust has a majority financial interest and over which
it has exclusive control. A detailed listing of the investment
real estate is contained on Page 2 of the Trust's 2002 annual
report. At June 30, 2003 and 2002 the Trust's net investment in
real estate consisted of apartment properties (94%), commercial
properties (5%) and net-leased restaurant properties (1%).
Except for one restaurant property in Orlando, Florida, the
Trusts' real estate investments are located in Indiana.
The apartment communities, which comprise 94% of the Trust's
investment property, also account for most of the rental income
and expenses reported. Management expects the real estate
portfolio will be unchanged during the third quarter of 2003.
In view of lower average apartment occupancy rates, rental
discounts offered to new tenants at certain locations, and
higher operating expenses to retain and attract residents,
management expects that net operating income from apartment
operations for the third quarter and second half of 2003 will be
less than that reported for the comparable periods of 2002.
Increases in real estate taxes and premium costs for casualty
and worker compensation insurance for the second half of 2003
will further reduce earnings.
CRITICAL ACCOUNTING POLICIES
Amortization of Management Contracts. In November, 1997, the
Trust paid $650,350 for the general partner interest and
absolute management control over five partnerships, each of
which owns one apartment property as its principal asset. The
accounts of the partnerships are included in the consolidated
financial statements of the Trust. The Trust granted to the
limited partners in those partnerships options to exchange their
interests for shares of beneficial interest of the Trust. Those
options will expire in November 2007 at which time the Trust
will have the option to issue shares in exchange for any
outstanding limited partnership interests. The Trust elected in
1997 to amortize, on a straight line basis, its cost to acquire
its position over the ten-year option period that it granted to
the limited partners; consequently, depreciation expense each
year includes $65,035 ($16,260 each quarter) of acquisition cost
amortization.
Carpet Replacement Policy. From its inception in 1973, the
Trust has consistently followed the practice of charging the
cost to replace carpets in its apartment units, as incurred, to
real estate operating expense. The costs to replace carpets
amounted to $56,828 and $70,473 in the quarters, and $115,038
and $116,208 in the six month periods, ended June 30, 2003 and
2002, respectively. An acceptable alternative method of
accounting would be the capitalization of costs as incurred,
followed by charges for depreciation over the estimated useful
life of the carpet. Management believes that, due to the
relatively short useful life of apartment carpets, the annual
expense for replacements is not materially greater than would be
the annual charges for depreciation had the carpets been
capitalized when purchased.
RESULTS OF OPERATIONS
For the quarter and six months ended June 30, 2003, the Trust
reported decreases of 7.3% and 7.0%, in gross income from real
estate operations from the comparable periods of 2002. Gross
income from apartment operations decreased by 7.6% and 7.0%,
from the prior year second quarter and first half as a result of
lower occupancy rates that more than offset the .8% higher
average rental rates. Economic occupancy for the second quarter
of 2003 was 82.4%, down from 89.9% during the prior year
quarter; and, for the six months ended June 30, 2003, was 82.8%,
down from 89.8% during the comparable period of 2002.
Rental properties other than apartments accounted for 5.6% of
total income from rental operations in the first half of 2003.
Gross income from non-apartment properties decreased $24,000 due
to lower occupancy rates. Occupancy rates for commercial
properties, exclusive of net-leased restaurant properties,
averaged 79% and 84% during the first six months of 2003 and
2002, respectively.
Operating expenses, excluding interest and depreciation, for
all of the apartment properties amounted to 50.6% of gross
possible income for the second quarter of 2003, up from 49.6%
for the prior year period, and amounted to an increase of
$49,000, or 2.9%, in total operating expenses. Real estate
taxes, up $46,000, or 13.9%, accounted for most of the increase
in total operating expenses in the second quarter comparison.
For the six months ended June 30, 2003 and 2002, apartment
operating expenses were 50.7% and 49.3%, respectively, of gross
possible income, up $121,550, or 3.6%, from the comparable
period of 2002. In addition to real estate taxes, up $53,000 in
the first half of 2003 over the first half of 2002, a severe
winter season following a moderate winter a year ago resulted in
higher utility expenses and snow and ice removal costs during
the 2003 half. Higher rates for heating fuel and an increase in
the number of vacant units contributed to a 16.6% increase in
the cost of utilities. Costs for snow and ice removal incresed
by approximately $50,000 in the first half of 2003 over the same
period a year ago.
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 each quarter should
represent one-fourth of the estimated real estate taxes payable
during the next calendar year. Estimates are based on actual
tax payments during the preceding year with allowances for
anticipated rate increases comparable with past experience. A
state-wide reassessment of real property is to be effective for
taxes payable in 2003. At the date of this writing, no real
estate tax bills reflecting new assessments have been received
for five of the Trust's eighteen Indiana rental properties. For
the thirteen properties that have been reassessed, the current
taxes billed increased, in the aggregate, approximately 15%
compared to amounts billed in 2002. Year to date accruals for
real estate taxes applicable to those thirteen properties were
recomputed and reflected in the second quarter of 2003. Year to
date accruals for the five properties for which new assessments
are not yet known, will be recomputed and recorded when 2003 tax
bills are received.
Interest expense, all of which is applicable to loans
outstanding during the quarters and six months ended June 30,
2003 and 2002, decreased by $28,400 and $83,200, respectively.
Five of those mortgage loans were refinanced during 2002 toward
the objective of reducing future interest expense. The
aggregate interest expense in the three months and six months
ended June 30, 2003 for the new loans at the new rates was
$25,300 and $49,500 less than the expense would have been for
the old loans at the old rates.
Three loans contain provisions to reset rates, based on
lender-determined benchmarks, at intervals of two years or less.
Two of the loans, with unpaid balances that totaled $1.3
million at June 30, 2003, provide for interest rates to be reset
February 1 each year. The current interest rates applicable to
those loans is 4.12%. The third adjustable rate loan, with a
current interest rate of 3.91%, had an unpaid balance at June
30, 2003 of $4.75 million. The next interest rate reset date
for that loan is October 1, 2004. All three of those loans had
lower effective rates during the three months and six months
ended June 30, 2003 than during the comparable periods of 2002.
In the aggregate, interest expense applicable to those loans was
$2,600 and $15,700 less in the three and six month periods of
2003 than in the comparable prior year periods.
The remainder of the decrease in interest expense resulted
from scheculed amortization of mortgage loan balances for which
interest rates and payment terms were unchanged during the 2003
and 2002 periods.
FINANCIAL CONDITION AND LIQUIDITY
On July 3, 2003, the Trust declared a $.12 per share cash
distribution payable August 18, 2003 to shareholders of record
July 25, 2003. With 1,781,276 shares outstanding, that
distribution will require $213,753. In July, 2003 the Trust
paid $149,000 for the first installment of real estate taxes
payable in 2003, billings for which were delayed by local taxing
authorities due to reassessment. Bills for the initial 2003 real
estate tax installments applicable to two properties, for which
taxes have not been escrowed, have not yet been received. Other
than the requirement for declared, but unpaid, distributions and
delayed billings for real estate taxes, management is not aware
of any significant transactions or events which would require
material expenditures in the third quarter of 2003.
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 2003.
Management believes that conditions related primarily to real
estate taxes, apartment occupancy and corporate governance exist
that make it likely that net income and funds from operations
during the second half of 2003 will be lower than the first half
of the year and substantially lower than the comparable period
of 2002. Real estate tax billings that will reflect the
reassessment of five of the Trust's apartment properties, have
not been received. While the impact of those charges, when they
become known, on operating income and cash flows cannot be
estimated at this time, management expects that it will be
negative. Apartment occupancy rates, since the beginning of
2003, have declined from 88% to a current rate of just above
84% in spite of increased marketing efforts. Until economic
conditions that are unfavorable to apartment operations, namely
low mortgage interest rates and high unemployment rates,
reverse, management is not optimistic that the Trust can
significantly improve its operating results. Management expects
that costs related to corporate governance will increase later
in the third quarter or early in the fourth quarter of 2003.
While those costs cannot be estimated at this time, the impact
of operations of the Trust during the last few months of this
year may be significant.
At June 30, 2003, the Trust held cash and cash equivalents of
approximately $1,608,000 in its own accounts and $263,000 in partnership
accounts 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 2003
and 2002.
PART II
Item 6(b). No events occurred during the three months
ended June 30, 2003, which would have necessitated the filing of
a report on Form 8K.
(c) Exhibits:
Rule 13a-14(a)/15d-14(a) Certifications:
31.1 - Certification by Principal Executive
Officer
31.2 - Certification by Principal financial
and accounting officer
Sec. 906, Sarbanes-Oxley Act, Certifications:
32.1 - Certification by Chief Executive
Officer
32.2 - Certification by Chief financial and
accounting officer
CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures. The
Chief Executive Officer serves as the principal operating
officer and in such capacity supervises, directly or indirectly,
the daily operation of the Trust and its investment properties.
The Controller serves as the chief financial officer and
principal accounting officer and in such capacity supervises,
directly or indirectly, the accounting and financial operations
of the Trust and its subsidiaries. The centralized and compact
management structure of the registrant provided, as of June 30,
2003, adequate and effective disclosure control.
Changes in internal controls. During the quarter ended
June 30, 2003, there was no change in the Trust's internal
controls over financial reporting that has materially affected,
or is reasonably likely to materially affect, the Trust's
internal control over financial reporting.
MANAGEMENT REPRESENTATIONS
The information furnished in this report, while not
audited, includes all adjustments, in the opinion of management,
necessary for a fair representation of the financial position of
Century Realty Trust at June 30, 2003, and December 31, 2002,
and the results of its operations and its cash flow for the
three months and six months ended June 30, 2003, and June 30,
2002, in accordance with accounting principles generally
accepted in the United States 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 2002 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 August 14, 2003 By_/S/_______________________
John I. Bradshaw, Jr.
President and Treasurer
Date August 14, 2003 By_/S/_______________________
David F. White
Controller
EXHIBIT 31.1
CERTIFICATION
I, John I. Bradshaw, Jr., Principal Executive Officer of Century
Realty Trust, certify that:
I have reviewed this quarterly report on Form 10-Q of Century
Realty Trust;
Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this quarterly report;
The registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this quarterly report is being prepared;
b) Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this quarterly report
our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
d) Disclosed in this quarterly report any change in the
registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter that
has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and
The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit
committee of registrant's board of directors (or person
performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial
information; and
b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal control over financial reporting.
Date: August 14, 2003 _/S/________________________________
President
(Principal Executive Officer)
EXHIBIT 31.2
CERTIFICATION
I, David F. White, Principal financial and accounting officer of
Century Realty Trust, certify that:
I have reviewed this quarterly report on Form 10-Q of Century
Realty Trust;
Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this quarterly report;
The registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this quarterly report is being prepared;
b) Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this quarterly report
our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
d) Disclosed in this quarterly report any change in the
registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter that
has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and
The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit
committee of registrant's board of directors (or person
performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial
information; and
b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal control over financial reporting.
Date: August 14, 2003 /S/_________________________________
Controller
(Principal financial officer and
principal accounting officer)
EXHIBIT 32.1
CERTIFICATION
In connection with the accompanying Quarterly Report of the
Trust on Form 10-Q for the period ending June 30, 2003, I, John
I. Bradshaw, Jr., Chief Executive Officer, President and
Treasurer of the Trust, certify, pursuant to 18 U.S.C Sec. 1350,
as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of
2002, that:
1) The Report fully complies with the requirements of section
13(a)of the Securities Exchange Act of 1934; and
2) The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Trust.
/S/_________________________________
John I. Bradshaw, Jr.
Chief Executive Officer, President
and Treasurer
EXHIBIT 32.2
CERTIFICATION
In connection with the accompanying Quarterly Report of the
Trust on Form 10-Q for the period ending June 30, 2003, I, David
F. White, Controller of the Trust, certify, pursuant to 18 U.S.C
Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley
Act of 2002, that:
1) The Report fully complies with the requirements of section
13(a) of the Securities Exchange Act of 1934; and
2) The information contained in the Report fairly
presents, in all material respects, the financial condition and
results of operations of the Trust.
/S/_________________________________
David F. White
Controller (chief financial officer
and principal accounting officer)