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 March 31, 2004 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 1,786,550
Part 1. Financial Information
Century Realty Trust and Subsidiaries
Consolidated Balance Sheets
March December
31, 2004 31, 2003
___________ ___________
Unaudited See Note 1
Assets
Real estate investments:
Land $3,674,523 $3,691,383
Buildings 51,320,050 51,306,440
Equipment 984,882 962,151
Allowances for depreciation (15,831,732) (15,439,085)
___________ ___________
40,147,723 40,520,889
Net investment in direct financing leases 85,042 99,150
___________ ___________
40,232,765 40,620,039
Real estate held for sale, net of
allowances for depreciation of $1,680,259
and $1,649,489 447,899 472,321
Cash and cash equivalents 1,551,907 1,550,459
Restricted cash 2,109,315 1,742,053
Accounts and accrued income receivable 432,956 392,252
Unamortized management contracts 238,462 254,721
Unamortized mortgage costs 292,801 298,279
Undeveloped land 99,675 99,675
Other assets 115,160 115,561
Real estate held for disposition, other assets 10,057 3,820
___________ ___________
$45,530,997 $45,549,180
___________ ___________
___________ ___________
Liabilities and shareholders' equity
Liabilities:
Mortgage notes payable $33,263,996 $33,437,032
Accounts payable and accrued liabilities 472,340 628,657
Interest 190,507 192,695
State income and property taxes 1,871,727 1,505,917
Tenants' security deposits and unearned rent 590,538 597,638
Real estate held for disposition, liabilities 174,069 147,554
___________ ___________
36,563,177 36,509,493
Minority interest in operating partnerships 356,104 396,135
Shareholders' equity:
Shares of Beneficial Interest, no par
value - authorized 5,000,000 shares,
issued 1,793,191 shares (1,790,297 shares
at December 31, 2003), including 8,507
shares in treasury 9,576,305 9,548,835
Overdistributed income other
than from gain on the sale of real estate (2,192,797) (2,133,491)
Undistributed net realized gain from the
sale of real estate 1,316,078 1,316,078
Cost of treasury shares (87,870) (87,870)
___________ ___________
8,611,716 8,643,552
___________ ___________
$45,530,997 $45,549,180
___________ ___________
___________ ___________
See accompanying notes.
Century Realty Trust and Subsidiaries
Consolidated Statements of Operations
Unaudited
Three Months
Ended March 31
2004 2003
__________ __________
Income:
Real estate operations:
Rental Income $2,876,009 $2,768,825
Income from direct financing leases 2,415 4,137
Other income 54,974 57,424
__________ __________
2,933,398 2,830,386
Less:
Real estate operating expenses 1,437,080 1,307,018
Depreciation 410,857 418,919
Real estate taxes 384,405 342,610
__________ __________
2,232,342 2,068,547
__________ __________
701,056 761,839
Interest income 2,196 3,962
__________ __________
703,252 765,801
Expenses:
Interest 591,819 595,307
General and administrative 172,710 158,732
__________ __________
764,529 754,039
__________ __________
Income (loss) before minority interest
and discontinued operations (61,277) 11,762
Minority interest in operating
partnerships 12,608 10,873
__________ __________
Income (loss) before discontinued operations (48,669) 22,635
Income (loss) from discontinued operations (10,637) 28,941
__________ __________
Net income (loss) ($59,306) 51,576
__________ __________
__________ __________
Earnings (loss) per share:
Basic ($0.03) $0.03
Diluted ($0.03) $0.03
See accompanying notes.
Century Realty Trust and Subsidiaries
Consolidated Statements of Cash Flows
Unaudited
Three Months
Ended March 31
2004 2003
__________ __________
Operating Activities:
Net income (loss) ($59,306) $51,576
Adjustments to reconcile net
income (loss) to cash provided by
operating activities:
Depreciation and amortization 453,523 451,221
Minority interest (12,608) (10,873)
Changes in operating assets
and liabilities:
Restricted cash (367,262) (307,769)
Accounts and accrued income receivable (46,941) 75,886
Other assets (7,928) (59,634)
Accounts payable and accrued liabilities 218,909 248,964
Tenants' security deposits and
unearned rent 7,811 (9,177)
__________ __________
Net cash provided by operations 186,198 440,194
Investing Activities:
Purchase of property and improvements (42,729) (84,272)
Proceeds of eminent domain action 16,860 -
Lease principal payments received 14,108 12,387
__________ __________
Net cash used in investing activities (11,761) (71,885)
Financing Activities:
Principal payments on mortgage notes payable (173,036) (159,815)
Treasury shares sold - 51,250
Dividends paid to shareholders - (246,034)
Distributions to minority interest 47 (4,771)
__________ __________
Net cash used in financing activities (172,989) (359,370)
__________ __________
Net increase in cash and cash equivalents 1,448 8,939
Balance at beginning of period 1,550,459 1,751,051
__________ __________
Balance at end of period $1,551,907 $1,759,990
__________ __________
__________ __________
Supplemental Data:
Noncash activities related to
investing and financing activities were
as follows:
Issued 2,894 shares in 2004 and 1,197
shares in 2003 in exchange for like
numbers of operating partnership units
of controlled partnerships $27,470 $13,125
__________ __________
__________ __________
See accompanying notes.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CENTURY REALTY TRUST
March 31, 2004
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 ended March 31, 2004 are not necessarily
indicative of the results that may be expected for the year
ended December 31, 2004.
The balance sheet at December 31, 2003 was 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, 2003.
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, 2003 the Trust owned,
in the aggregate 236,769, or 82.5%, of the limited partnership
interests.
During the three months ended March 31, 2004, the Trust issued
2,894 shares of beneficial interest in exchange for partnership
units. As of April 1, 2004, holders of 1,866 units elected to
exchange units for shares. Including the exchanges exercised
April 1, 2004, the Trust owns 241,529, or 84.2%, 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 $179,500, including interest
at rates ranging from 3.8% to 9% per annum, and which mature
from October 3, 2004 to February 1, 2012. Scheduled payments
during the three month period ended March 31, 2004 decreased
mortgage loan balances, in the aggregate, by $142,770.
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. Scheduled payments during the three months ended March
31, 2004 decreased mortgage loan balances, in the aggregate, by
$30,266.
NOTE 4 - INCOME FROM DISCONTINUED OPERATIONS
In January, 2004 the Trust reached an agreement to sell the
Park Plaza apartments, a 176-unit apartment community in
Indianapolis to an unrelated third party for $3,150,000. The
purchaser completed due diligence, satisfied all other
conditions within the period specified and the sale was
consumated in April. With respect to that transaction, these
financial statements are presented in accordance with FASB
Statement No. 144, which the Trust adopted as of January 1,
2002, its effective date. FAS 144 requires, among other things,
that real estate investments that are under contract for sale be
classified on the balance sheets as assets held for disposition,
and that the results of operations for those assets be
separately classified in the statements of operations as
discontinued operations.
Following is a summary of the income (loss) from the operation
of Park Plaza apartments for the three months ended March 31,
2004 and 2003:
2004 2003
________ ________
Rental income $169,158 $177,622
Other income 9,174 10,497
________ ________
178,332 188,119
Rental operating expenses 134,684 116,293
Depreciation 30,810 20,445
Real estate taxes 23,475 22,440
________ ________
188,969 159,178
________ ________
Income (loss) from
discontinued operations ($ 10,637) $ 28,941
________ ________
________ ________
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.
NOTE 6 - SUBSEQUENT EVENT
A shareholder proposal recommending that the Board of Trustees
undertake a plan to sell all of the Trust's assests and liquidate the
Trust was supported by 50.4% of the votes cast by shareholders at the
annual shareholder meeting on May 5, 2004. The Board of Trustees will
will consider that recommendation, along with other strategic options,
in its efforts to maximize shareholder value.
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. 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
high level of competition in the Trust's markets; changes in
mortgage interest rates; and, the unpredictability of economic
and regulatory conditions. 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 March 31, 2004 and 2003, and throughout the quarters 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 properties
is contained on Page 2 of the Trust's 2003 annual report.
At March 31, 2004 and 2003 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.
One of the apartment properties, the 176-unit Park Plaza
apartments, was sold in April, 2004. In accord with the
provisions of FASB Statement No. 144, the net investment in Park
Plaza is presented on the balance sheets as real estate held for
sale. The results of its operations for the quarters ended
March 31, 2004 and 2003 are summarized and shown as income or
loss from discontinued operations. The transaction is described
in Note 5 to the financial statements contained in this report.
Included in that note is a schedule of income and expenses for
the property held for disposition for the quarters presented.
Comparative information related to income and expenses contained
in this discussion applies to continuing operations only, unless
otherwise indicated.
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, other than the apartment property sold in April, will
be unchanged during the second quarter of 2004. Average
apartment occupancy rates in recent months have gradually
increased, and rental discounts offered to new tenants at
certain locations have gradually decreased. Those revenue
gains, however, have been offset by higher operating expenses.
Consequently, management does not expect net operating income
from apartment operations to increase appreciably until after
the second quarter of 2004. Increases in real estate taxes and
premium costs for casualty and worker compensation insurance in
2004 may further reduce earnings during the balance of the year.
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 quarter
includes $16,260 of acquisition cost amortization. The cumulative
amortization was $411,889 and $395,629 at March 31, 2004 and December 31,
2003, respectively.
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 $76,816 ,and $58,209 in the quarters ended March 31,
2004 and 2003, 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 expense
for replacements is not materially greater than would be the
charges for depreciation had the carpets been capitalized when
purchased.
RESULTS OF OPERATIONS
For the quarter ended March 31, 2004, the Trust reported an
increase of 3.6% in rental and other operating income from continuing
real estate operations from the comparable period of 2003. Rental
income from apartment operations increased by 3.8% from the first
quarter of the prior year as a result of higher occupancy rates
and higher average rental rates. Economic apartment occupancy
for the first quarter of 2004 was 84.5%, up from 83.7% during
the prior year quarter.
Rental properties other than apartments accounted for 5% of
income from rental operations in the first quarter of 2004. Income
from non-apartment properties increased $4,900, or 3.4%, due to
higher occupancy rates. Occupancy rates for commercial properties,
exclusive of net-leased restaurant properties, averaged 86% and 84%
during the quarters of 2004 and 2003, respectively.
Operating expenses of continuing operations, excluding interest
and depreciation, for all of the apartment properties amounted
to 54.2% of gross possible income for the first quarter of 2004,
up from 50.4% for the prior year period, and amounted to an
increase of $171,600, or 10.7%, in total operating expenses.
Site personnel costs, up 22.9%, carpet replacement, up 39.3%,
and property taxes, up 14.2%, accounted for most of the increase
in total operating expenses in the first quarter comparison.
The increase in site personnel costs accounted for
approximately one half of the increase in operating expenses.
During the second and third quarters of 2003, the trust changed
management contractors for most of its apartment properties.
Under the current contracts, the new manager provides site
personnel and the Trust reimburses the management contractor for
its costs. Personnel costs include salaries, bonuses, payroll
taxes, group health and workers compensation insurance. Carpet
replacement costs increased because of an increase in the number
of apartment move-ins. Real estate taxes increased following a
statewide reassessment that was effective for payments in 2003.
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.
Historically, real estate taxes on the Trust's properties have
increased about 4% each year. Following reassessment for taxes
payable in 2003, the overall tax increases were approximately
15%. The reassessment results and applicable tax rates were not
known during the first quarter of 2003.
Interest expense, nearly all of which is applicable to thirteen
mortgage loans outstanding during the quarters ended March 31,
2004 and 2003, decreased by $3,500 from routine amortization of
balances contained in scheduled monthly payments to the mortgage
holder. Ten of the thirteen loans have fixed interest rates and
fixed monthly payments.
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 $1.28
million at March 31, 2004, provide for interest rates to be
reset in February each year. The current interest rates
applicable to those loans is 4.25%, up from 4.12% that was in
effect for one year from February 1, 2003. The third adjustable
rate loan, with a current interest rate of 3.91%, had an unpaid
balance at March 31, 2004 of $4.67 million. The next interest
rate reset date for that loan is October 1, 2004.
FINANCIAL CONDITION AND LIQUIDITY
The Trust has no obligations other than for
the ordinary and necessary operation and maintenance of its
investment properties, nor has it made any commitments, which
will require expenditures in excess of funds anticipated to be
provided by operations during the remainder of 2004, except for
some siding replacement and complete exterior painting of the
Eagle Creek apartments, and paving, curbing and sidewalk
improvements at several properties. If all projects that have
been recommended by the property management contractor are
undertaken in 2004, the total cost would exceed the cash
anticipated to be provided in 2004 by the investment properties.
While the recommended projects are considered by management to
be warranted, certain of them may be deferred without negative
impact on the physical integrity or productivity of the assets.
Management believes that conditions related primarily to major
repairs, apartment occupancy and corporate governance exist that
make it likely that a net loss will be realized for the second
quarter of 2004 comparable to the loss realized for the first
quarter of 2004 and substantially lower than the net income
reported for the comparable periods of 2003.
Apartment physical occupancy rates, since the beginning of
2004, have increased from 90% to a rate of just above 92% in
late April. However, due to collection losses and rental
incentives, including rent discounts and as much as one month of
free rent on new leases, economic occupancy averaged 84.5% for
the first quarter. Economic conditions, namely low mortgage
interest rates and high unemployment rates, that are unfavorable
to apartment operations in the Trust's market areas continue to
push up expenses to attract and retain residents. Until those
market conditions improve, management is not optimistic that the
Trust can significantly improve its operating results. In
addition to the difficult apartment operating environment,
management expects that administrative costs related to
Sarbanes-Oxley mandates will increase in the third and fourth
quarters. While those costs cannot be estimated at this time,
the impact on operations of the Trust during the last half of
this year may be significant.
The net proceeds of approximately $3 million from the sale of
the Park Plaza apartment community in April, 2004 are held in
escrow by a qualified intermediary. Recognition of the realized
gain, for income tax purposes, on that sale of approximately
$2.6 million, has been temporarily deferred. Management intends
to use its best efforts to acquire replacement property later in
2004. If the Trust is successful in structuring a replacement
acquisition in accordance with the provisions of Sec. 1031 of
the Internal Revenue Code, the gain on the sale of Park Plaza
will not be recognized, but will be used to reduce, for income
tax purposes, the carrying value of the replacement property
acquired.
At March 31, 2004, the Trust held cash and cash equivalents of
approximately $1,277,000 in its own accounts and $275,000 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 4(a). At the Trust's annual shareholder meeting held
on May 5, 2004, two proposals were submitted to a vote.
Proposal No. 1 related to the election of three trustees.
Proposal No. 2 was a shareholder proposal recommending that the
Board of Trustees immediately undertake a plan to sell all of
the Company's assets and liquidate the Company.
(b) The following incumbent trustees were re-elected for the terms
indicated:
Larry S. Boulet - for a term of one year;
John J. Dillon - for a term of three years; and,
Murray R. Wise - for a term of three years.
Members of the Board of Trustees whose terms have not expired
are as follows:
Terms expire in 2005 Terms expire in 2006
____________________ ____________________
Francis M. Hapak John W. Adams
John A. Wallace John I. Bradshaw, Jr.
Marvin L. Hackman
(c) Proposal No. 1 - Election of Trustees - tabulation of
votes cast:
Larry S. Boulet For: 1,363,433 Withheld: 53,471
John J. Dillon For: 1,292,193 Withheld: 124,711
Murray R. Wise For: 1,385,168 Withheld: 31,736
Proposal No. 2 - Shareholder Proposal - tabulation of votes
cast:
For: 717,324
Against: 342,873
Abstain: 42,282
Broker non-votes: 320,072
Item 6(b). No events occurred during the three months ended March 31,
2004, 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 counting
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 March 31, 2004,
adequate and effective disclosure control.
Changes in internal controls. During the quarter ended March
31, 2004, 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 and subsidiaries at March 31, 2004, and
December 31, 2003, and the results of their operations and their
cash flow for the three months ended March 31, 2004, and March 31,
2003, 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 2003
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: May 13, 2004 /S/ John I. Bradshaw, Jr.
President and Treasurer
Date: May 13, 2004 /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: May 13, 2004 /S/ John I. Bradshaw, Jr.
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: May 13, 2004 /S/ David F. White
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 March 31, 2004, 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 March 31, 2004, 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)