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, 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
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
--- ---
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K
- ---
The aggregate market value of the voting stock held by
nonaffiliates of the Registrant was $15,106,663 based upon the
closing market price on March 19, 2004.
Shares of Beneficial Interest, no par value--1,784,684 shares
outstanding as of March 19, 2004.
Documents incorporated by reference: Portions of the proxy
statement for the annual meeting of shareholders to be held May
5, 2004 are incorporated by reference into Part III of this
report as specified therein.
PART I
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, 2003:
Year No. of 2003 Net
Apartments Location Acquired Units Occupancy Investment
___________________ __________________ ________ ________ _________ ___________
Park Plaza Indianapolis, IN 1973 176 76% $ 472,320
Fontenelle Kokomo, IN 1973 176 80 681,590
Park Forest Marion, IN 1973 64 91 231,330
Chester Heights Richmond, IN 1973 110 90 215,980
Driftwood Park Indianapolis, IN 1989 48 92 848,181
Regency Royale Mishawaka, IN 1993 132 91 2,965,117
Creek Bay Indianapolis, IN 1993 208 81 5,828,958
Eagle Creek Indianapolis, IN 1994 188 83 5,028,686
Fox Run Indianapolis, IN 1995 256 75 5,822,212
Charter Oaks Evansville, IN 1997 192 91 4,521,865
Barcelona* Kokomo, IN 1997 64 85 1,298,565
Beech Grove* Jeffersonville, IN 1997 182 80 6,769,986
Hampton Court* Indianapolis, IN 1997 92 84 1,562,936
Sheffield Square* New Albany, IN 1997 152 91 3,828,190
West Wind Terrace* Indianapolis, IN 1997 96 82 1,589,896
_______ ____________
Total Apartments 2,136 83 38,665,812
* 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 91% $ 239,810
Office Buildings
1810 E. 62nd St. Indianapolis, IN 1986 17,000 80 337,232
3510-20 E. 96th St., Indianapolis, IN 1997 34,000 79 1,475,843
_______ ____________
Total Commercial 89,000 2,052,885
Year Square Lease Net
Restaurants Location Acquired Feet Expires Investment
___________________ __________________ ________ _______ _________ ____________
Fortune House Indianapolis, IN 1979 5,000 2004 235,644
Miami Subs Orlando, FL 1979 3,500 2004 138,019
_______ ____________
Total Restaurants 8,500 373,663
____________
ALL INVESTMENT PROPERTIES $41,092,360
____________
____________
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, 2003.
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, if any, 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
2003 High Low Declared
_________________ ___________ ___________ ______________
1st Quarter $12.88 $11.70 $0.14
2nd Quarter 13.20 9.80 0.12
3rd Quarter 12.50 11.41 0.12
4th Quarter 12.70 10.00 --
Distributions
2002 High Low Declared
_________________ ___________ ___________ ______________
1st Quarter $11.95 $11.12 $0.14
2nd Quarter 11.99 11.11 0.14
3rd Quarter 12.20 11.50 0.14
4th Quarter 12.65 11.70 0.14
ITEM 6. SELECTED FINANCIAL DATA
In thousands, except per share data and number of apartments
Years ended December 31, 2003 2002 2001 2000 1999
________________________ _________ _________ _________ _______ _________
Operating Data:
Rental and other
operating income $12,038 $12,844 $13,017 $13,294 $13,227
Gains on sale of property - - - -
Income (loss)before
minority interest in
operating partnerships (631) 618 706 1,133 1,071
Net income (loss) (541) 689 749 1,110 934
Cash distributions declared 673 984 1,269 1,408 1,238
Weighted average number
of shares outstanding 1,775 1,757 1,740 1,717 1,548
Per share:
Basic earnings (loss) $ (0.30) $ 0.39 $ 0.43 $ 0.65 $ 0.60
Diluted earnings (loss) (0.30) 0.39 0.43 0.65 0.60
Distributions declared 0.38 0.56 0.73 0.82 0.80
Balance Sheet Data:
Total real estate
investments(a) $58,181 $58,413 $58,115 $57,539 $57,429
Allowances for
depreciation (17,089) (15,985) (14,624) (13,011) (11,690)
Total assets 45,549 46,958 47,556 47,821 49,533
Mortgage and other
notes payable 33,437 34,102 34,482 34,013 35,171
Total debt 36,509 36,719 36,934 36,588 37,829
Minority interest in
operating partnerships 396 569 802 1,149 3,476
Shareholders' equity 8,644 9,670 9,819 10,084 8,228
Number of shares
outstanding 1,782 1,762 1,749 1,726 1,548
Other Data:
Cash flow data:
Cash provided by
operating activities $ 1,372 $ 2,479 $ 2,382 $ 3,148 $ 2,711
Cash (used in)
investing activities (340) (666) (702) ( 498) ( 570)
Cash (used in)
financing activities (1,232) (1,379) (1,114) (2,752) (2,002)
Funds from operations(b):
Income loss) before
minority interest in
operating partnerships $ (631) $ 618 $ 706 $ 1,133 $ 1,071
Add back investment real
estate depreciation 1,741 1,796 1,801 1,774 1,770
Add back unamortized
loan costs written off - 193 - - -
Deduct funds attributed
to minority interest 21 (55) (66) (160) (492)
_________ _________ _________ _______ _________
Funds from operations $ 1,131 $ 2,552 $ 2,441 $ 2,747 $ 2,349
_________ _________ _________ _______ _________
_________ _________ _________ _______ _________
Apartment units owned(a):
Owned at December 31 2,136 2,136 2,136 2,136 2,136
Weighted average number
of apartments owned
during the year 2,136 2,136 2,136 2,136 2,136
(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 believes
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. Factors that might cause such a difference include,
among others, the following: dependence on the performance of
key personnel and independent property management firms; risks
associated with the level of competition in the Trust's markets;
changes in mortgage interest rates; changes in real estate tax
rates and/or assessed valuations; and, the unpredictability of
economic and regulatory conditions.
During all of 2003 and 2002 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 apartment properties
containing 586 units are owned by separate partnerships that are
controlled by the Trust through a wholly-owned subsidiary. A
description of partnership-owned real estate acquisitions is
contained in Note 3 to the financial statements.
Effective January 1, 2000, the holders of 286,908 operating
partnership units were granted the option to exchange them, one
for one, for shares of beneficial interest at any time until
November, 2007, at which time the Trust, at its option, may
issue shares for any outstanding O.P. units. As of January 1,
2004 and 2003, holders of 82.7% and 79.7%, respectively of the
outstanding units, had exercised their exchange options. (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.
At December 31, 2003 the Trust's net investment in real estate
consisted of apartment properties (94%), commercial properties
(5%) and net-leased restaurant properties (1%). The 2,136
apartment units in the portfolio throughout 2003 and 2002
contributed 94.4% of the total revenue from real estate
operations, and 98.6% and 98.4%, respectively, of real estate
operating expenses.
CRITICAL ACCOUNTING POLICIES
Amortization of Management Contracts.
In 1997 the Trust paid $650,350 for the general partner
interest and absolute management control over five partneships.
The Trust elected to amortize, on a straight line method, its
cost to acquire its position over the ten year period during
which the holders of limited partnership interests could
elect not to exchange those interests for shares of beneficial
interest of the Trust; consequently, depreciation expense each
year includes $65,030 for amortization of the acquisition costs.
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 to expense as incurred. Real estate operating
expenses include costs to replace carpets of $370,796, $245,699
and $322,994 for 2003, 2002 and 2001 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 -- 2003
Compared with the preceding year, rental and related income
from the Trust's apartment operations decreased by 6.2% while
apartment operating expenses, exclusive of depreciation,
increased by 12.7%. Rental income from commercial properties
decreased by 8.2% from the previous year level. The decline in
income from the commercial properties was somewhat mitigated by
a 7.5% decrease in related operating expenses. Both of the
restaurant properties owned by the Trust remained under prior
leases for all of 2003. The Miami Subs restaurant lease expired
December 31, 2003. Management is negotiating a new lease with
the lessee-operator of that property on terms comparable to the
previous lease. The Fortune House restaurant lease will expire
in November, 2004. The Trust is currently evaluating its options
with respect to that property.
The decrease in gross income from apartment properties resulted
from the net effect of .5% higher average rental rates and a
6.6% decrease in overall occupancy rates. Apartment economic
occupancy rates decreased from an average of 88.8% in 2002 to
82.9% in 2003. In mid-December, 2003 the aggregate physical
occupancy rate for the Trust's apartment properties had improved
to 89.1% from a low point of 84.1% in mid-July. At the end of
2002, the overall apartment occupancy was 88.3%. The downward
trend in occupancy rates that commenced in the fourth quarter of
2000 is due primarily to a decline in employment opportunities
in several Indiana communities, and relatively low mortgage loan
interest rates that continue to make home ownership a viable
alternative for residents of higher-rent apartments.
The Board of Trustees and management have taken action to
counter the recent disappointing operating results. During
2003, the Trust changed management firms for its apartment
properties. The Board selected a management firm that it
believes to have a highly qualified staff, a proactive
management philosopy and particular strength in marketing.
While the management change was costly in 2003, apartment
occupancy has been steadily, albeit slowly, improving.
Real estate operating expenses, including real estate taxes
(excluding interest and depreciation) for the apartment
properties increased 12.7% in 2003. Operating expenses amounted
to 55.8% of gross possible income for 2003, up from 49.8% in
2002. Utility costs were up 21% due to higher rates and the
cost of providing electricity and heat to vacant units. Carpet
and tile replacement costs increased by 51% to provide rental
incentive and to catch up from a lower than average expense
level in the previous year. Maintenance and repairs increased
by 23% from 2002. The 2003 amount represented 5% of gross
pototential income, a level that management considers normal for
the Trust's portfolio.
Real estate tax accruals for amounts estimated to be payable in
2004 increased by $159,000, or 11.8% from comparable accruals in
2002 due to an Indiana statewide reassessment of real property.
The Trust, in its accruals in 2002, underestimated by
approximately $122,000 the amount of real estate tax payable in
2003. That underestimate was a charge against income in 2003 in
addition to the amount accrued as an operating expense in 2003
for taxes payable in 2004. On-site personnel costs, as a
percent of gross possible income, were up from 12.8% in 2002 to
13.0% in 2003, a 2.7% increase.
Rental income from commercial properties in 2003 decreased by
$52,600, or 8.2%, from the previous year, due to lower occupancy
rates in 2003. Lower real estate tax expense accounted for a
7.5% decrease in operating expenses in 2003 compared with the
previous year. Contrary to the significant increase in real
estate taxes following reassessment of the apartment properties,
each one of the commercial properties experienced lower assessed
values and lower billings for taxes payable in 2003.
Mortgage interest expense for 2003 decreased by $102,329 from
the amount reported for 2002. Approximatly $59,200 of that
decrease is attributable to lower interest rates on three
mortgage loans that were refinanced in July, 2002. The balance
of the decrease is attributed primarily to a reduction in
mortgage loan balances that resulted from scheduled monthly debt
service. No mortgage loans were refinanced in 2003.
Looking ahead, management plans to refinance two mortgage loans
in 2004. In the second quarter, a loan on one of the controlled
partnership-owned properties that had an unpaid balance of
approximately $1.2 million at December 31, 2003, is scheduled to
be replaced with a new long-term fixed rate loan with a lower
interest rate. The lower interest rate expected on the new loan
is projected to reduce interest expense in its first year by
approximately $20,000. The second mortgage loan to be
refinanced in 2004 relates to an existing loan that will mature
in October, 2004 with a balance due at maturity of approximately
$732,000. Management believes that amount is less than 30% of
the value of the property and that various financing options may
be considered. Refinance plans for that loan will be finalized
during the second quarter.
The credit shown for state income taxes in 2003 represents the
amount by which the Trust over-estimated its Indiana gross
income tax liability as of December 31, 2002. The gross income
tax was eliminated from the Indiana State income tax effective
for years after 2002. The Trust had no income subject to state
income tax in 2003.
General and administrative expenses in 2003 decreased by
$72,900 from the previous year primarily due to a reduction in
amounts incurred for professional fees. In 2002 the Trust
expensed approximately $46,000, primarily legal fees, related to
the transfer of rental operations to Century Realty Properties,
L.P. and $62,500 of real estate appraisal fees. Offsetting the
absence of those expenses in 2003, approximately $40,000 of
legal and accounting fees were incurred in 2003 related the
change in property management firms, corporate governance
matters occasioned by the Sarbanes-Oxley Act of 2002, and tax
issues related to the controlled partnerships. General and
administrative expenses amounted to 5.3% of income from real
estate operations in 2003, compared with 5.6% in 2002. Officer
and employee compensation costs, including payroll taxes and
benefits that are included in administrative expenses, amounted
to $288,100 in 2003, up 2.9% from $279,900 in 2002.
RESULTS OF OPERATIONS -- 2002
The Trust experienced a decrease of approximately 1.4% in
income and a decrease of 2.5% in expenses, other than
depreciation, related to its apartment operations in 2002
compared with the preceding year. The commercial properties
experienced a 2.7% increase in gross income and a 4.5% decrease
in operating expenses.
Rental income from the restaurant property in Orlando, Florida
amounted to $50,194 in 2002, up from $29,280 in 2002. That
Miami Subs franchised restaurant was closed during the first
four months of 2001. Following the termination of a prior
lease, the Trust re-leased the property in May, 2001 to a new
Miami Subs franchisee-operator. The new lease, which will expire
December 31, 2003, contains terms and conditions similar to the
prior lease.
The decrease in gross income from apartment properties resulted
from the combined effect of 1.2% higher average rental rates and
a 2.6% decrease in overall occupancy rates. Apartment occupancy
decreased from an average of 91.2% in 2001 to 88.8% in 2002. In
mid-December, 2002 the aggregate occupancy for the Trust's
apartment properties was 88.3%. At the end of 2001, the overall
apartment occupancy was 90.6%. The lower occupancy rates in 2002
resulted from higher unemployment rates in several Indiana
communities, and lower mortgage loan interest rates that made
home ownership a viable alternative for residents of higher-rent
apartments.
Real estate operating expenses, including real estate taxes
(excluding interest and depreciation) for the apartment
properties decreased 2.5%. Operating expenses amounted to 49.8%
of gross possible income for 2002, down from 51.7% in 2001.
Approximately 67% of the decrease in operating expenses resulted
from 17.4% lower painting and decorating expense and 20.2% lower
carpet replacement costs. Such reductions reflect the impact of
fewer move-ins and the availability of an ample number of
rent-ready vacant units. Maintenance and repairs, including
supplies and contracted services, decreased $69,508, or 6.5%,
due lower occupancy rates and a relatively mild 2001-2002
winter. Significant expense increases in insurance premium
costs, up $47,321, or 23.8% in 2002, and property taxes, up
$21,260 nearly offset to reduction in maintenance and repairs.
Property employee costs, as a percent of gross possible income,
decreased from 12.9% in 2001 to 12.8% in 2002. While the Trust's
insurance claims history is not unfavorable, management
anticipates that other market forces will result in a
substantial increase in premiums for coverage when the current
policies expire on June 30, 2003.
Rental income from commercial properties in 2002 increased by
$16,507, or 2.7%, from the previous year, due primarily to
higher occupancy rates in 2002. Lower maintenance and repair
expenses accounted for a 4.5% decrease in operating expenses in
2002 compared with the previous year.
The Trust derives its interest income from sweep account demand
deposit funds at money market rates, and from funds held in
escrow accounts by lenders at savings account rates. The Trust
earned average rates of return on its invested funds of 1.18%
and 3.14% in 2002 and 2001, respectively.
In January, 2002 the Trust completed a modification of two
mortgage loans that had unpaid balances totaling approximately
$1.4 million at December 31, 2001. Both loans, from the same
lender, provided for interest at 8 7/8% until maturity in June,
2003. As modified the loans, with no change in principal amount
borrowed, provide for interest rates adjustable annually on
February 1 to the lender's money market borrowing rate plus
2.75% until maturity in June, 2008. The initial rate, effective
until February 1, 2003 was 4.875%.
In July, 2002 three of the controlled partnerships refinanced
mortgage loans to obtain lower interest rates. The total debt
represented by the loans that were paid off amounted to
$5,658,466. Those loans had maturity dates from January 1, 2027
to May 1, 2030, and provided for interest at rates from 8.5% to
8.875%. The total amount borrowed was $5,990,699, an increase
of $332,233 in the aggregate indebtedness. The excess
borrowings were used to pay the refinancing costs and to fund
escrow accounts and replacement reserves. The new loans will
mature from August 1, 2032 to August 1, 2037, and provide for
interest at the rate of 6.625%.
In connection with refinancing three apartment properties owned
by controlled partnerships in July, 2002, two of the three
partnerships paid prepayment fees in the aggregate amount of
$100,941. In, addition, the three partnerships had unamortized
loan origination costs related to the loans that were paid-off
in the aggregate amount of $192,543. The prepayment fees and
the unamortized loan costs were charged to expense as "Mortgage
loan extinguishment costs". Costs aggregating $127,094 related
to the origination of the new mortgage loans were recorded as an
amortizable asset and will be charged to expense over the terms
of the loans.
State income taxes decreased by approximately $64,000 in 2002
because income subject to the Indiana gross income decreased by
approximately $5.4 million. In 2002 approximately $7.6 million
of gross receipts from rental operations that would have been
taxable if received by the Trust were received by Century Realty
Properties, L.P., an entity not subject to the tax. In 2001,
approximately $2.2 million of revenue from rental operations was
received by Century Realty Properties, L.P. Between August 1,
2001 and January 1, 2002, ownership of all of the apartment
properties, two of the three commercial properties and one of
the two restaurant properties formerly owned by the Trust were
transferred to Century RealtyProperties, L.P.
General and administrative expenses in 2002, which included
approximately $46,000 related to the transfer of rental
operations to Century Realty Properties, L.P. and $62,500 of
real estate appraisal fees, amounted to 5.6% of income from real
estate operations in 2002, compared with 4.5% in 2001. Officer
and employee compensation costs, which includes payroll taxes
and benefits that are included in administrative expenses,
amounted to $279,900 in 2002, up 6.6% from $262,500 in 2001.
CONTRACTUAL OBLIGATIONS
The following schedule represents the Trust's obligations as of
December 31, 2003 to make future payments under contracts, such
as mortgage debt, lease agreements, and other long-term
obligations:
Payments Due by Period
_____________________________________________________________
Within One Two - Three Four - Five After 5
Contractual Obligations Total Year Years Years Years
________________________ ____________ ____________ ___________ ___________ ___________
Mortgage notes payable $33,437,032 $ 1,414,477 $13,474,294 $ 6,521,570 $12,026,691
Capital lease obligations - - - - -
Operating leases (1) - - - - -
Purchase obligations - - - - -
Other long-term obligations:
Tenants' deposits(2) 411,702 - - - 411,702
____________ ____________ ___________ ___________ ___________
Total $33,848,734 $ 1,414,477 $13,474,294 $ 6,521,570 $12,438,393
(1) The Trust is a lessee of certain office equipment, such as
copying machines and postage equipment, which represent
insignificant obligations.
(2) The Trust holds security deposits by tenants of its rental
properties. Individual deposits that are refunded, in whole
or in part, when a tenant vacates, are replaced by
similar deposits received from incoming tenants. Changes in
the aggregate amount of deposits held during any given period
are not material.
LIQUIDITY AND SOURCES OF CAPITAL
At December 31, 2003, the Trust and its controlled partnerships
had $1,550,000 in cash, including $221,000 in controlled
partnership accounts, which management believes is sufficient
to meet anticipated working capital requirements. In view of
the declining productivity by the Trust's apartment portfolio
during 2003, particularly the second half of the year, the
Trust omitted its dividend payments and partnership
distributions that would normally would have been paid in
November, 2003 and February, 2004. The Trust intends to resume
quarterly distributions when operating results permit.
Other than cash that may be required for property improvements
and replacements which amounts may exceed funds generated by
operations, management is not aware of any significant
transactions or events which will require material expenditures
in 2003. Management is considering recommendations by the
property managers to undertake significant exterior painting,
paving and other buildings and grounds projects, however, the
Trust has not made any commitments, which would require
expenditures in excess of funds expected to be provided by
operations during 2003.
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. Since the Trust had an
operating loss for 2003, the entire amount that was distributed
to shareholders during 2003, which totaled $672,517, was
designated as return of capital. During 2002, the Trust
distributed $983,846, of which $132,664 was designated as return
of capital. The aggregate surplus cash distributed to the
minority interest partners by the controlled partnerships
totaled $6,101 and $16,460 during 2003 and 2002, respectively.
Due to differences in depreciation rates and carrying values of
some properties, the net loss reported for 2003 was 15% more
than the operating loss for income tax purposes. The reported
net income for 2002, was 18% lower; and, for 2001, 5% lower, than
income for income tax purposes.
IMPACT OF INFLATION
Inflation, except for increases in real estate taxes payable in
2003 that resulted from the Indiana state-wide reassessment of
real estate, has not had a significant impact on the Trust
during 2003, 2002 and 2001.
ITEM 7a. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
The Trust does not believe it is subject to market risk.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements, which are included on pages 7 through
15 of the annual shareholders report for the year ended December
31, 2003, are included as exhibits under Item 15.
Unaudited summarized consolidated quarterly financial data for
the year ended December 31, 2003 is as follows:
Three Months Ended
______________________________________________
March 31 June 30 September 30 December 31
______________________________________________________________________________
Rental and other operating income $3,022,467 $2,999,932 $3,015,300 $3,000,504
Income (loss) before minority
interest in operating partnerships 40,703 (4,701) (268,489) (398,106)
Net income (loss) 51,576 8,006 (237,062) (363,178)
Earnings (loss) per share:
Basic $ 0.03 $ 0.00 $ (0.13) $ (0.20)
Diluted $ 0.03 $ 0.00 $ (0.13) $ (0.20)
Unaudited summarized consolidated quarterly financial data for
the year ended December 31, 2002 is as follows:
Three Months Ended
______________________________________________
March 31 June 30 September 30 December 31
______________________________________________________________________________
Rental and other operating income $3,244,088 $3,238,846 $3,250,328 $3,110,739
Income (loss) before minority
interest in operating partnerships 236,853 282,899 (118,221) 216,518
Net income (loss) 233,760 288,529 (51,707) 218,657
Earnings (loss) per share:
Basic $ 0.13 $ 0.16 $ (0.03)$ 0.12
Diluted $ 0.13 $ 0.16 $ (0.03)$ 0.12
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 9a. CONTROLS AND PROCEDURES
(a) 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 investment properties. The Chief
Financial Officer serves as the 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 provides adequate and effective disclosure
control.
(b) Changes in internal controls. There have been no changes in
internal controls or in other factors that could significantly
affect internal controls within the past ninety days.
Management has discovered no significant deficiencies or
material weaknesses in internal controls that would warrant
corrective actions.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information relative to executive officers, members of the Board
of Trustees and nominee(s) for election to the Board of
Trustees, which is included on pages 4 and 5 of the proxy
statement for the annual meeting of shareholders to be held May
5, 2004, is incorporated herein by reference. The proxy
statement will be filed with the Commission pursuant to
Regulation 14A within 120 days after December 31, 2003.
ITEM 11. EXECUTIVE COMPENSATION
Information relative to management remuneration and transactions
is included on page 8 of the proxy statement for the annual
meeting of shareholders to be held May 5 2004, and is
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Information relative to security ownership of certain beneficial
owners and management is included on pages 2 through 5 of the
proxy statement for the annual meeting of shareholders to be
held May 5, 2004, and is incorporated herein by reference.
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. ACCOUNTING FEES
Information relative to accountants fees is included on page 9 of the proxy
statement for the annual meeting of shareholders to be held May 5, 2004,
and is incorporated herein by reference.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) and (2) The response to this portion of Item 15
is submitted as a separate section of this report.
(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
(1) Consent of Independent Auditors
(2) Code of Ethics for Senior Financial Officers:
14.1 - Executed by President, Treasurer and CEO
14.2 - Executed by Controller and CFO
(3) Rule 13a-14(a)/15d-14(a) Certifications:
31.1 - Certification by Principal Exective Officer
31.2 - Certification by Principal financial and
accounting officer
(4) Sec. 906, Sarbanes-Oxley Act, Certifications:
32.1 - Certification of Chief Executive Officer
32.2 - Certification of Chief finanacial officer and
principal accounting officer
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: 3/29/04 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: 3/26/04 S/ DAVID F. WHITE
Controller
Date: 3/29/04 S/ FRANCIS M. HAPAK
Trustee, Chairman of the Board
Date: 3/29/04 S/ JOHN W. ADAMS
Trustee
Date: 3/29/04 S/JOHN J. DILLON
Trustee
Date: 3/29/04 S/ MARVIN L. HACKMAN
Trustee
Date: 3/29/04 S/ JOHN A. WALLACE
Trustee
Date: 3/29/04 S/MURRAY R. WISE
Trustee
Date: 3/29/04 S/LARRY S. BOULET
Trustee
ITEM 15(a)(1) AND (2). LIST OF FINANCIAL STATEMENTS AND FINANCIAL
STATEMENT SCHEDULES
The following consolidated 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, 2003:
Consolidated balance sheets - December 31, 2003 and 2002
Consolidated statements of operations - Years ended December 31, 2003,
2002 and 2001
Consolidated statements of shareholders' equity - Years ended December 31,
2003, 2002 and 2001
Consolidated statements of cash flows - Years ended December 31, 2003,
2002 and 2001
Notes to consolidated financial statements
The following financial statement schedule of Century Realty
Trust and Subsidiaries is included in Item 15(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.
ITEM 15(c) EXHIBITS
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 and subsidiaries of
our report dated February 13, 2004, included in the 2003 Annual
Report to Shareholders of Century Realty Trust and subsidiaries.
Our audits also included the financial statement schedule of
Century Realty Trust and subsidiaries listed in Item 15(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
March 26, 2004
EXHIBIT 14.1
CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS
As President, Treasurer and CEO of Century Realty Trust ("the
Trust"), I will adhere to the following principles and
responsibilities, as well as to the Trust's other legal and
compliance policies and procedures relating to financial
controls and reporting:
l. Avoid actual or apparent conflicts of interest involving
personal and professional relationships that would
compromise independence;
2. Prepare and maintain books, records, and accounts, which,
in reasonable detail, accurately, timely, and fairly
reflect the transactions and dispositions of assets
of the Trust;
3. Assure that the Trust's internal accounting policies,
procedures, and controls, when followed, result in
accurate, timely, and fairly recorded transactions of
the Trust;
4. Provide external auditors, other officials and constituents
of the Trust information that is full, fair, accurate,
complete, objective, timely and understandable;
5. Will not fraudulently influence, coerce, manipulate, or
mislead the external auditor of the Trust's financial
statements for the purpose of rendering the Trust's
financial statements misleading;
6. Comply, as applicable, with rules and regulations of all
U.S. governmental entities, as well as any other private
and public regulatory agencies to which the Trust is subject;
7. Act at all times with honesty and integrity, in good faith,
responsibly, with due care, compentence and diligence, and
without any misrepresentation of material facts;
8. Act objectively, without allowing my independent judgment
to be subordinated;
9. Respect the confidentiality of Trust information, except
when authorized or otherwise required to make any disclosure,
and avoid the use of any Trust information for personal advantage;
10. Share my knowledge and skills with others, including those
personnel employed by the Trust's real estate management company,
to improve the Trust's communications to its constituents;
11. Promote ethical behavior among employees under my supervision
at the Trust;
12. Achieve responsible use of and control over all assets and
resources of the Trust entrusted to me; and
13. Provide prompt reporting of any known violations of this
Code to a member of the Trust's Audit Committee.
Employee: S/John I. Bradshaw, Jr.
Date: 12/31/03
EXHIBIT 14.2
CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS
As Controller and CFO of Century Realty Trust ("the Trust"), I
will adhere to the following principles and responsibilities, as
well as to the Trust's other legal and compliance policies and
procedures relating to financial controls and reporting:
l. Avoid actual or apparent conflicts of interest involving
personal and professional relationships that would
compromise independence;
2. Prepare and maintain books, records, and accounts, which,
in reasonable detail, accurately, timely, and fairly
reflect the transactions and dispositions of assets
of the Trust;
3. Assure that the Trust's internal accounting policies,
procedures, and controls, when followed, result in
accurate, timely, and fairly recorded transactions of
the Trust;
4. Provide external auditors, other officials and constituents
of the Trust information that is full, fair, accurate,
complete, objective, timely and understandable;
5. Will not fraudulently influence, coerce, manipulate, or
mislead the external auditor of the Trust's financial
statements for the purpose of rendering the Trust's
financial statements misleading;
6. Comply, as applicable, with rules and regulations of all
U.S. governmental entities, as well as any other private
and public regulatory agencies to which the Trust is subject;
7. Act at all times with honesty and integrity, in good faith,
responsibly, with due care, compentence and diligence, and
without any misrepresentation of material facts;
8. Act objectively, without allowing my independent judgment
to be subordinated;
9. Respect the confidentiality of Trust information, except
when authorized or otherwise required to make any disclosure,
and avoid the use of any Trust information for personal advantage;
10. Share my knowledge and skills with others, including those
personnel employed by the Trust's real estate management company,
to improve the Trust's communications to its constituents;
11. Promote ethical behavior among employees under my supervision
at the Trust;
12. Achieve responsible use of and control over all assets and
resources of the Trust entrusted to me; and
13. Provide prompt reporting of any known violations of this
Code to a member of the Trust's Audit Committee.
Employee: S/David F. White
Date: 12/31/03
EXHIBIT 31.1
CERTIFICATION
I, John I. Bradshaw, Jr., certify that:
1. I have reviewed this annual report on Form 10-K of Century
Realty Trust;
2. Based on my knowledge, this annual 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 annual
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual 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 annual report;
4. 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-14 and
15d-14) for the registrant and have:
a) designed such disclosure controls and procedures 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 annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior
to the filing date of this annual report (the "Evaluation Date");
and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of trustees (or other persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have
indicated in this annual report whether there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.
Date: 3/26/04 /S/ John I. Bradshaw, Jr.
Chief Executive Officer
President and Treasurer
EXHIBIT 31.2
CERTIFICATION
I, David F. White, certify that:
1. I have reviewed this annual report on Form 10-K of Century
Realty Trust;
2. Based on my knowledge, this annual 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 annual
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual 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 annual report;
4. 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-14 and
15d-14) for the registrant and have:
a) designed such disclosure controls and procedures 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 annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior
to the filing date of this annual report (the "Evaluation Date");
and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of trustees (or other persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have
indicated in this annual report whether there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.
Date: 3/25/04 S/ David F. White
Controller (chief financial officer
and principal accounting officer)
EXHIBIT 32.1
CERTIFICATION
In connection with the accompanying Annual Report of the Trust
on Form 10-K for the period ending December 31, 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 Annual Report of the Trust
on Form 10-K for the period ending December 31, 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)
ITEM 15(a)1--Audited Financial Statements
Century Realty Trust and Subsidiaries
Consolidated Balance Sheets
December 31
2003 2002
___________ ___________
Assets
Real estate investments:
Land $3,776,383 $3,776,383
Buildings 53,264,913 53,328,753
Equipment 1,040,448 1,159,609
Allowances for depreciation (17,088,534) (15,984,984)
___________ ___________
40,993,210 42,279,761
Net investment in direct financing leases 99,150 148,698
___________ ___________
41,092,360 42,428,459
Cash and cash equivalents 1,550,459 1,751,051
Restricted cash 1,742,053 1,592,035
Accounts and accrued interest receivable 396,072 321,571
Unamortized management contracts 254,721 319,756
Unamortized mortgage costs 298,279 341,875
Undeveloped land 99,675 99,675
Other assets 115,561 104,004
___________ ___________
$45,549,180 $46,958,426
___________ ___________
___________ ___________
Liabilities and shareholders' equity
Liabilities:
Short-term debt $ - $ -
Mortgage notes payable 33,437,032 34,101,623
Accounts payable and accrued liabilities 661,259 393,467
Accrued Interest 192,695 196,098
Accrued State income and property taxes 1,596,217 1,454,716
Tenants' security deposits and unearned rent 622,290 573,299
___________ ___________
36,509,493 36,719,203
Minority interest in operating partnerships 396,135 569,021
Shareholders' equity:
Shares of Beneficial Interest, no par
value - authorized 5,000,000 shares,
issued - 1,790,297 shares including 8,507 in
treasury in 2003, and 1,780,908 shares
including 19,207 shares in treasury in 2002 9,548,835 9,472,832
Overdistributed income other than from
gain on the sale of real estate (2,133,491) (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)
___________ ___________
8,643,552 9,670,202
___________ ___________
$45,549,180 $46,958,426
___________ ___________
___________ ___________
See accompanying notes.
Century Realty Trust and Subsidiaries
Consolidated Statements of Operations
Year ended December 31
2003 2002 2001
__________ __________ __________
Income:
Real estate operations:
Rental Income $11,762,026 $12,509,402 $12,652,983
Income from direct
financing leases 16,548 22,846 28,344
Other income 243,014 289,678 287,892
__________ __________ __________
12,021,588 12,821,926 12,969,219
Less:
Real estate operating expenses 6,224,848 5,518,359 5,722,545
Depreciation 1,749,036 1,804,582 1,810,144
Real estate taxes 1,656,589 1,368,105 1,361,841
__________ __________ __________
9,630,473 8,691,046 8,894,530
__________ __________ __________
2,391,115 4,130,880 4,074,689
Interest income 16,615 22,075 47,446
__________ __________ __________
2,407,730 4,152,955 4,122,135
Expenses:
Interest 2,404,450 2,506,779 2,744,801
Mortgage loan extinguishment costs - 293,484 -
State income taxes (4,933) 22,927 87,216
General and administrative expenses 638,806 711,716 584,177
__________ __________ __________
3,038,323 3,534,906 3,416,194
__________ __________ __________
Income (loss) before minority interest
in operating partnerships (630,593) 618,049 705,941
Minority interest in operating
partnerships 89,935 71,190 42,651
__________ __________ __________
Net income (loss) ($540,658) $689,239 $748,592
__________ __________ __________
__________ __________ __________
Earnings (loss) per share:
Basic earnings (loss) per share ($0.30) $0.39 $0.43
Diluted earnings (loss) per share ($0.30) $0.39 $0.43
See accompanying notes.
Century Realty Trust and Subsidiaries
Consolidated Statements of Shareholders' Equity
Undistributed
(OverdistributUndistributed
Income Other Net
Outstanding Than From Realized
Shares of Shares of Gain on Gain from Cost of
Benefical Benefical Sale of Sale of Treasury
Interest Interest Real Estate Real Estate Shares Total
_________ __________ __________ __________ __________ __________
Balance at January 1, 2001 1,726,437 9,043,334 (104,950) 1,316,078 (170,091) 10,084,371
Shares issued 25,006 283,703 - - - 283,703
Shares purchased
for treasury (2,901) (33,361) (33,361)
Stock options exercised 500 65 - - 5,060 5,125
Net income for 2001 - - 748,592 - - 748,592
Dividends ($.73 per share) - - (1,269,351) - - (1,269,351)
_________ __________ __________ __________ __________ __________
Balance at December 31, 2001 1,749,042 9,327,102 (625,709) 1,316,078 (198,392) 9,819,079
Shares issued 12,659 145,730 - - - 145,730
Net income for 2002 - - 689,239 - - 689,239
Dividends ($.56 per share) - - (983,846) - - (983,846)
_________ __________ __________ __________ __________ __________
Balance at December 31, 2002 1,761,701 9,472,832 (920,316) 1,316,078 (198,392) 9,670,202
Shares issued 9,389 76,850 - - - 76,850
Stock options exercised 10,700 (847) - - 110,522 109,675
Net loss for 2003 - - (540,658) - - (540,658)
Dividends ($.38 per share) - - (672,517) - - (672,517)
_________ __________ __________ __________ __________ __________
Balance at December 31, 2003 1,781,790 $9,548,835 ($2,133,491) $1,316,078 ($87,870) $8,643,552
_________ __________ __________ __________ __________ __________
_________ __________ __________ __________ __________ __________
See accompanying notes.
Century Realty Trust and Subsidiaries
Consolidated Statements of Cash Flows
Year ended December 31
2003 2002 2001
__________ __________ __________
Operating Activities
Net income (loss) ($540,658) $689,239 $748,592
Adjustments to reconcile net
income (loss)to net cash provided by
operating activities:
Depreciation and amortization 1,796,467 1,854,553 1,865,684
Write off unamortized costs of
mortgage loans extinguished - 192,543 -
Minority interest (89,935) (71,190) (42,651)
Changes in operating assets
and liabilities:
Restricted cash (150,018) (179,341) 8,295
Accounts and accrued income
receivable (74,501) (110,611) (77,863)
Other assets (23,167) (58,032) (96,752)
Accounts payable and accrued
liabilities 404,556 159,945 (90,918)
Tenants' security deposits and
unearned rent 48,991 2,176 67,171
__________ __________ __________
Net cash provided by operations 1,371,735 2,479,282 2,381,558
Investing Activities:
Purchase of property and improvements (389,675) (709,037) (740,030)
Lease principal payments received 49,548 43,249 37,752
__________ __________ __________
Net cash used in investing activities (340,127) (665,788) (702,278)
Financing Activities:
Net short-term bank
borrowings (repayments) - (92,406) (2,907,594)
Net proceeds from mortgage
notes payable - 5,990,699 4,788,590
Mortgage loan balances refinanced - (5,658,466) -
Principal payments on mortgage
notes payable (664,591) (620,565) (1,623,281)
Shares purchased for treasury - - (33,361)
Sale of treasury shares 109,675 - 5,125
Distributions to minority interest (6,101) (16,460) (20,427)
Dividends paid to shareholders (671,183) (981,544) (1,353,248)
__________ __________ __________
Net cash used in
financing activities (1,232,200) (1,378,742) (1,144,196)
__________ __________ __________
Net increase (decrease) in cash
and cash equivalents (200,592) 434,752 535,084
Cash and cash equivalents
at beginning of year 1,751,051 1,316,299 781,215
__________ __________ __________
Cash and cash equivalents
at end of year $1,550,459 $1,751,051 $1,316,299
__________ __________ __________
__________ __________ __________
Supplemental Data:
Selected noncash activities related to
investing and financing activities
were as follows:
Issued 9,389, 12659 and 26,006
shares of beneficial interest in
2003, 2002 and 2001, respectively, in
exchange for operating partnership
units (See Note 3) $76,850 $145,730 $283,703
See accompanying notes.
Century Realty Trust
Notes to Consolidated Financial Statements
December 31, 2003
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. CRT Investments, Inc. was formed as a wholly owned
subsidiary in 2001. Century Realty Properties, L.P., an Indiana
limited partnership, was formed in 2001, with Century Realty
Trust as its manager and sole general partner and CRT
Investments, Inc. as its sole limited partner. During 2001, the
Trust conveyed substantially all of its investment properties to
Century Realty Properties, L.P. 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 (Porter Portfolio), 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 partners
to replace the general partner. Interests held by limited
partners other than the Trust in the five real estate
partnerships are reflected as minority interests in operating
partnerships. Charter Oaks Associates, LLC holds title to the
Charter Oaks apartments in Evansville, Indiana, which the Trust
purchased in 1997.
The Trust owns and operates 15 residential rental properties and
three commercial properties throughout Indiana. The Trust also
owns two restaurant properties in Indiana and Florida. However,
because each of the residential rental properties and restaurant
and commercial properties has similar economic characteristics,
facilities and services, the investment properties have been
aggregated into a single investment property segment. All
segment disclosures are included in or can be derived from the
Trust's consolidated financial statements.
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,
property completion and replacement reserves, and real estate tax
and insurance escrow accounts held by lenders.
Unamortized Management Contracts:
Unamortized management contracts represent the allocation of the
purchase price related to the Porter Portfolio acquisition
identifiable with obtaining management of those properties (See
Note 3). Amortization is computed by the straight-line method
for a 10 year period which is the number of years the limited
partners in the five controlled partnerships have to exchange
their operating partnership units (O.P. units) into shares of
beneficial interest of the Trust. The cumulative amortization
was $395,629 and $330,594 at December 31, 2003 and 2002,
respectively.
Unamortized Mortgage Costs:
Unamortized mortgage costs represent 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. The cumulative
amortization was $267,021 and $219,590 at December 31, 2003 and
2002, respectively.
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:
2003 2002
____________ __________
Minimum lease payments receivable $60,587 $126,683
Estimated unguaranteed residual values 47,419 47,419
Unearned income (8,856) (25,404)
____________ __________
Net investment $99,150 $148,698
____________ __________
____________ __________
At December 31, 2003 future minimum lease payments receivable
from direct financing leases are $60,587 for 2004. Also, at December
31, 2003, future minimum annual lease payments due from
noncancelable operating leases are $17,329 for 2004.
3. Real Estate Investment Transactions
During 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 a single apartment
property as its principal asset.
The acquisition resulted in creating five new partnerships that
issued, in the aggregate, 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 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. Through December 31, 2003, holders of
236,769 O.P. units have elected to exchange their units for
shares of beneficial interest. The Trust repurchased 13,793 of
those shares, for a total cost of $162,986 from residents of
certain states with which the Trust elected not to register its
shares. As a result of the exchanges, the Trust owned 82.5% of
the limited partnership interests in the Porter Portfolio
partnerships at December 31, 2003.
Due to the level of control that the Trust has over the
activities and operations of each of the 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 that the Trust does not
own is described in the consolidated financial statements as the
minority interest in operating partnerships.
4. Short-term Debt
The Trust maintains a line of credit that is renewed annually,
and at December 31, 2003, the maximum borrowing limit was
$3,000,000. As of December 31, 2003 the Trust had no borrowings
under this line of credit. The line of credit agreement
includes a covenant that requires the Trust to demonstrate a
minimum level of operating income for the quarter preceding
borrowing under the agreement. For the quarters ended September
30, 2003 and December 31, 2003, the Trust did not achieve the
specified minimum operating results. Until this default is
cured, the Trust will be unable to borrow against this line of
credit.
5. Mortgage Notes Payable
Mortgage notes applicable to properties wholly owned by the
Trust and by Century Realty Properties, L.P. are payable in
monthly installments, including interest at rates ranging from
3.91% to 9% per annum, and mature from October, 2004 to February
1, 2012. At December 31, 2003 and 2002, mortgage notes payable
by the Trust amounted to $23,803,611 and $24,352,611,
respectively. The aggregate amount of long-term debt maturities
for each of the five years after December 31, 2003 are: 2004,
$1,290,060; 2005, $4,994,241; 2006, $5,798,597; 2007, $272,119;
2008, $6,034,630 and thereafter, $5,413,964.
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 6.625% to
8.31% per annum, and mature from June 1, 2006 to August 1, 2037.
At December 31, 2003 and 2002, mortgage notes payable by
partnerships controlled by the Trust amounted to $9,633,421 and
$9,749,012, respectively. The aggregate amount of long-term
debt maturities for each of the five years after December 31,
2003 are: 2004, $124,417; 2005, $133,927; 2006, $2,547,529;
2007, $103,687; 2008, $111,134 and thereafter $6,612,727.
Three of the five partnership mortgage loans totaling $5,658,000
were repaid on July 31, 2002 using the proceeds of three new
fixed rate long-term mortgage loans approximately totaling
$5,991,000. The new loans allowed the Partnerships to reduce
their interest rate from approximately 8.75% to 6.625%. The
loans mature beginning on July 31, 2032. In connection with the
refinancing, the Partnerships wrote-off unamortized costs of
$192,543 and incurred loan prepayment premiums of $100,941.
Cash paid for interest was $2,411,133, $2,451,779, and
$2,781,807 for years ended December 31, 2003, 2002, and 2001,
respectively.
At December 31, 2003, approximately $25,687,500 of the owned
real estate investments, and $11,782,000 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,
2003 there were 1,781,790 Rights outstanding. 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 May, 2000, the Board of Trustees granted to each of three
newly elected Trustees, an option to purchase up to 5,000 shares
of beneficial interest exercisable on or before May 2, 2003, at a
price of $10.25 per share, the fair market value at the date of
grant. Options for 10,700 shares were exercised before May 2,
2003. Market prices on the dates exercised ranged from $11.50
to $12.17 per share. Options for 4,300 shares expired
unexercised.
No options were granted during 2003 and there were no
unexercised options at December 31, 2003.
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, 2003
Carrying Amount Fair Value
________________ _______________
Cash and cash equivalents $ 1,550,459 $ 1,550,000
Restricted cash 1,742,053 1,742,000
Mortgage notes payable 33,437,032 33,575,000
December 31, 2002
Carrying Amount Fair Value
________________ _______________
Cash and cash equivalents $ 1,751,051 $ 1,751,000
Restricted cash 1,592,035 1,592,000
Mortgage notes payable 34,101,623 35,000,000
9. Earnings Per Share
A reconciliation of the numerator and denominator of the
earnings per share computation is as follows:
2003 2002 2001
__________ ___________ __________
Numerator (net income/loss):
Numerator for basic and diluted
earnings (loss) per share $ (540,658) $ 689,239 $ 748,592
__________ ___________ __________
__________ ___________ __________
Denominator:
Denominator for basic earnings (loss)
per share-weighted average shares 1,774,987 1,757,079 1,739,882
Effect of dilutive securities:
Stock options - 1,621 1,553
__________ ___________ __________
Denominator for diluted earnings
(loss)per share-adjusted weighted
average shares and assumed
conversions 1,774,987 1,758,700 1,741,435
__________ ___________ __________
__________ ___________ __________
Basic earnings (loss) per share $ (.30) $ .39 $ .43
__________ ___________ __________
__________ ___________ __________
Diluted earnings (loss) per share $ (.30) $ .39 $ .43
__________ ___________ __________
__________ ___________ __________
Shareholder rights have not been included in the earnings (loss)
per share calculation because they would be anti-dilutive at
December 31, 2003, 2002 and 2001.
10. Subsequent Event.
Subsequent to December 31, 2003, Century Realty Trust reached an
agreement to sell Park Plaza Apartments to an unrelated third
party for approximately $3,150,000. This transaction is subject
to customary closing conditions, due diligence and financing
approval.
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, 2003 and 2002, and the related consolidated
statements of income, shareholders' equity and cash flows for
each of the three years in the period ended December 31, 2003.
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 at
December 31, 2003 and 2002, and the consolidated results of
their operations and their cash flows for each of the three
years in the period ended December 31, 2003, in conformity with
accounting principles generally accepted in the United States.
ERNST & YOUNG LLP
February 13, 2004
Indianapolis, IN
SCHEDULE III--REAL ESTATE AND ACCUMULATED DEPRECIATION
CENTURY REALTY TRUST
December 31, 2003
Col. B Col. C Col. D
Cost Capitalized
Initial Cost to Company Subsequent to Acquisition
_________________________ _______________________
Buildings
and Carrying
Description Encumbrances Land Improvements Improvements Costs
___________________________________________ _____________ ___________ _____________ _____________ _________
Garden apartments (no. of units):
Chester Heights (110), Richmond, IN First mortg $56,700 $852,500 $347,519 ---
Park Forest (64), Marion, IN First mortg 57,800 517,200 499,790 ---
Fontenelle (176), Kokomo, IN None 128,000 1,622,000 1,388,904 ---
Park Plaza I (88), Indianapolis, IN None 37,655 693,295 393,473 ---
Park Plaza II (96), Indianapolis, IN None 47,345 871,705 ---
Driftwood Park (48), Indianapolis, IN First mortg 117,000 1,168,308 231,610 ---
Regency Royale (132), Mishawaka, IN First mortg 125,000 3,638,499 206,479 ---
Creek Bay (208), Indianapolis, IN First mortg 340,940 7,101,480 168,801 ---
Eagle Creek Park (188), Indianapolis, IN First mortg 378,000 5,679,172 538,936 ---
Fox Run (256), Indianapolis, IN First mortg 398,000 6,446,469 427,226 ---
Charter Oaks (192), Evansville, IN First mortg 241,500 4,851,716 235,838 ---
Barcelona (64), Kokomo, IN First mortg 59,200 1,350,384 115,854 ---
Beech Grove (182), Jeffersonville, IN First mortg 469,000 3,612,360 237,819 ---
Hampton Court (92), Indianapolis, IN First mortg 225,600 1,481,900 80,292 ---
Sheffield Square (152), New Albany, IN First mortg 227,000 4,020,424 198,636 ---
West Wind Terrace (96), Indianapolis, IN First mortg 136,700 1,610,241 100,363 ---
Commercial (square feet): ---
Office/Warehouse (38,000), Carmel, IN First mortg 54,000 446,075 179,932 ---
Office (17,000), Indianapolis, IN None 71,500 457,818 78,249 ---
Office (34,000), Indianapolis, IN None 348,725 1,184,344 182,021 ---
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 5,611,742 ---
Equipment--various locations None --- 492,266 548,182 ---
__________ ___________ __________ _________
TOTAL REAL ESTA $3,769,638 $48,152,182 $6,159,924 ---
__________ ___________ __________ _________
__________ ___________ __________ _________
Undeveloped land - various locations None $99,675 $ $ ---
__________ ___________ __________ _________
__________ ___________ __________ _________
(A) The aggregate carrying value for tax purposes is $36,306,947
(B) The aggregate carrying value for tax purposes is $72,522
SCHEDULE III--REAL ESTATE AND ACCUMULATED DEPRECIATION
CENTURY REALTY TRUST
December 31, 2003
Col. E Col. F Col. G Col. H Col.I
Gross Amount at Which
Carried at Close of Period Life on Which
____________________________ Depreciation in
Buildings Latest Income
and Accumulated Date of Date Statements
Description Land Improvements Total Depreciation Construction Acquired Is Computed
___________________________________________ ________ ____________ __________ _____________ ___________ _________ ___________
Garden apartments (no. of units):
Chester Heights (110), Richmond, IN $63,445 $1,193,274 1,256,719 $1,053,237 1,965 01/73 31 years
Park Forest (64), Marion, IN 57,800 1,016,990 1,074,790 853,276 1,962 01/73 31 years
Fontenelle (176), Kokomo, IN 128,000 3,010,904 3,138,904 2,506,639 1,966 01/73 29 years
Park Plaza I (88), Indianapolis, IN 37,655 1,086,768 1,124,423 803,940 1,965 01/73 33 years
Park Plaza II (96), Indianapolis, IN 47,345 871,705 919,050 810,685 1,967 01/73 33 years
Driftwood Park (48), Indianapolis, IN 117,000 1,399,918 1,516,918 686,842 1,963 09/89 28 years
Regency Royale (132), Mishawaka, IN 125,000 3,844,978 3,969,978 1,044,322 1,983 06/93 40 years
Creek Bay (208), Indianapolis, IN 340,940 7,270,281 7,611,221 1,843,376 1,992 12/93 40 years
Eagle Creek Park (188), Indianapolis, IN 378,000 6,218,108 6,596,108 1,613,462 1,974 03/94 40 years
Fox Run (256), Indianapolis, IN 398,000 6,873,695 7,271,695 1,563,357 1,974 03/95 40 years
Charter Oaks (192), Evansville, IN 241,500 5,087,554 5,329,054 842,681 1,984 06/97 40 years
Barcelona (64), Kokomo, IN 59,200 1,466,238 1,525,438 238,335 1,971 11/97 33 years
Beech Grove (182), Jeffersonville, IN 469,000 3,850,179 4,319,179 599,555 1,973 11/97 33 years
Hampton Court (92), Indianapolis, IN 225,600 1,562,192 1,787,792 244,086 1,980 11/97 33 years
Sheffield Square (152), New Albany, IN 227,000 4,219,060 4,446,060 655,021 1,974 11/97 33 years
West Wind Terrace (96), Indianapolis, IN 136,700 1,710,604 1,847,304 268,767 1,967 11/97 33 years
Commercial (square feet):
Office/Warehouse (38,000), Carmel, IN 54,000 626,007 680,007 440,197 1,972 10/77 33 years
Office (17,000), Indianapolis, IN 71,500 536,067 607,567 270,883 1,966 07/86 33 years
Office (34,000), Indianapolis, IN 348,725 1,366,365 1,715,090 239,795 1,975 05/97 40 years
Net leased restaurants (square feet):
Miami Subs (3,500), Longwood, FL 113,479 54,026 167,505 29,486 1,978 01/79 N/A
Fortune House (5,000), Indianapolis, IN 136,494 --- 136,494 --- 1,979 11/79 N/A
__________ ___________ ___________ _____________
3,776,383 53,264,913 57,041,296 16,607,942
Equipment--various locations Various 3-15 years
__________ ___________ ___________ _____________
$3,776,383 $54,305,361 $58,081,744(A) $17,088,534 (A)
__________ ___________ ___________ _____________
__________ ___________ ___________ _____________
Undeveloped land - various locations 01/73 N/A
__________ ___________ ___________ _____________
__________ ___________ ___________ _____________
(A) The aggregate carrying value for tax purposes is $36,306,947
(B) The aggregate carrying value for tax purposes is $72,522
SCHEDULE III--REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
CENTURY REALTY TRUST
December 31, 2003
Total Land,
Buildings Buildings
and and Accumulated Undeveloped
Land Improvements Improvements Equipment Depreciation Land
__________ ____________ ____________ __________ ___________ ___________
Balance January 1, 2001 $3,776,383 $52,231,244 $56,007,627 $1,301,796 $13,011,130 $99,675
Additions:
Improvements --- 627,448 627,448 112,582 --- ---
Depreciation --- --- --- --- 1,736,259 ---
Deductions:
Fully amortized costs --- 66,606 66,606 56,992 123,598 ---
__________ ___________ ___________ __________ ___________ ________
Balance December 31, 2001 3,776,383 52,792,086 56,568,469 1,357,386 14,623,791 99,675
Additions:
Improvements --- 610,912 610,912 98,125 --- ---
Depreciation --- --- --- --- 1,731,340 ---
Deductions:
Fully amortized costs --- 74,245 74,245 295,902 370,147 ---
__________ ___________ ___________ __________ ___________ ________
Balance December 31, 2002 3,776,383 53,328,753 57,105,136 1,159,609 15,984,984 99,675
Additions:
Improvements --- 245,840 245,840 143,835 --- ---
Depreciation --- --- --- --- 1,676,226 ---
Deductions:
Fully amortized costs --- 309,680 309,680 262,996 572,676 ---
__________ ___________ ___________ __________ ___________ ________
Balance December 31, 2003 $3,776,383 $53,264,913 $57,041,296 $1,040,448 $17,088,534 $99,675
__________ ___________ ___________ __________ ___________ ________
__________ ___________ ___________ __________ ___________ ________