SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 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
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 1,787,402 shares
Part 1. Financial Information
Century Realty Trust and Subsidiaries
Consolidated Balance Sheets
September December
30, 2004 31, 2003
___________ ___________
Unaudited See Note 1
Assets
Real estate investments:
Land $3,674,523 $3,691,383
Buildings 51,492,487 51,306,440
Equipment 1,038,283 962,151
Allowances for depreciation (16,616,994) (15,439,085)
___________ ___________
39,588,299 40,520,889
Net investment in direct financing leases 56,825 99,150
___________ ___________
39,645,124 40,620,039
Real estate held for sale, net of
allowances for depreciation of $1,649,489 - 472,321
Cash and cash equivalents 1,764,787 1,550,459
Restricted cash 2,297,400 1,742,053
Funds in escrow from sale of property 2,972,726 -
Accounts and accrued income receivable 348,538 392,252
Unamortized management contracts 205,944 254,721
Unamortized mortgage costs 248,128 298,279
Undeveloped land 99,675 99,675
Other assets 171,628 115,561
Real estate held for sale, other assets - 3,820
___________ ___________
$47,753,950 $45,549,180
___________ ___________
___________ ___________
Liabilities and shareholders' equity
Liabilities:
Mortgage notes payable $33,004,322 $33,437,032
Accounts payable and accrued liabilities 528,802 628,657
Interest 181,518 192,695
Property taxes 1,954,527 1,505,917
Tenants' security deposits and unearned income 575,687 597,638
Real estate held for sale, liabilities - 147,554
___________ ___________
36,244,856 36,509,493
Minority interest in operating partnerships 303,351 396,135
Shareholders' equity:
Shares of Beneficial Interest, no par
value - authorized 5,000,000 shares,
issued 1,795,909 shares (1,790,297 shares
at December 31, 2003), including 8,507
shares in treasury 9,598,755 9,548,835
Overdistributed income other
than from gain on the sale of real estate (2,310,819) (2,133,491)
Undistributed net realized gain from the
sales of real estate 4,005,677 1,316,078
Cost of treasury shares (87,870) (87,870)
___________ ___________
11,205,743 8,643,552
___________ ___________
$47,753,950 $45,549,180
___________ ___________
___________ ___________
See accompanying notes.
Century Realty Trust and Subsidiaries
Consolidated Statements of Operations
Three Months Nine Months
Ended September 30 Ended September 30
_____________________ ____________________
2004 2003 2004 2003
_________ _________ _________ _________
Income:
Real estate operations:
Rental Income $2,934,306 $2,786,363 $8,681,923 $8,320,768
Income from direct
financing leases 2,416 4,137 7,246 12,411
Other income 48,676 53,263 172,563 159,601
_________ _________ _________ _________
2,985,398 2,843,763 8,861,732 8,492,780
Less:
Operating expenses 1,512,078 1,558,066 4,394,098 4,147,009
Depreciation 410,840 419,619 1,232,772 1,257,456
Real estate taxes 326,300 361,162 1,095,820 1,083,514
_________ _________ _________ _________
2,249,218 2,338,847 6,722,690 6,487,979
_________ _________ _________ _________
736,180 504,916 2,139,042 2,004,801
Interest 13,951 2,198 18,528 9,480
_________ _________ _________ _________
750,131 507,114 2,157,570 2,014,281
Expenses:
Interest 578,833 600,102 1,754,282 1,798,893
Mortgage loan
extinguishment costs - - 75,069 -
General and administrative 164,861 152,729 535,842 471,565
_________ _________ _________ _________
743,694 752,831 2,365,193 2,270,458
_________ _________ _________ _________
Income (loss) before
minority interest and
discontinued operations 6,437 (245,717) (207,623) (256,177)
Minority interest in
operating partnerships 8,604 31,427 42,911 55,007
_________ _________ _________ _________
Income (loss) before
discontinued operations $15,041 ($214,290) ($164,712) ($201,170)
Income (loss) from
discontinued operations,
including $2,689,599 gain
on sale of property in 2004 1,009 (22,772) 2,676,982 23,690
_________ _________ _________ _________
Net income 16,050 (237,062) 2,512,270 (177,480)
_________ _________ _________ _________
_________ _________ _________ _________
Earnings per share -
basic and diluted:
Income (loss) before
discontinued operations $0.01 ($0.12) ($0.09) ($0.11)
Income (loss) from
discontinued operations $0.00 ($0.01) $1.50 $0.01
Net income (loss) $0.01 ($0.13) $1.41 ($0.10)
See accompanying notes.
Century Realty Trust and Subsidiaries
Consolidated Statements of Cash Flows
Nine Months
Ended September 30
2004 2003
__________ __________
Operating Activities
Net income (loss) $2,512,270 ($177,480)
Adjustments to reconcile net
income (loss) to cash provided
by operating activities:
Depreciation and amortization 1,339,671 1,354,465
Gain on sale of apartment property (2,689,599) -
Minority interest (42,911) (55,007)
Changes in operating assets
and liabilities:
Restricted cash (555,348) (330,234)
Other assets (13,380) (100,827)
Accounts payable and accrued liabilities 326,792 659,288
Tenants' security deposits and
unearned income 6,706 4,927
__________ __________
Net cash provided by operating activities 884,201 1,355,132
Investing Activities:
Proceeds from sale of apartment property, net 2,972,726 -
Funds escrowed from sale of property (2,972,726) -
Purchase of property and improvements (270,555) (335,284)
Proceeds of eminent domain action 16,860 -
Lease principal payments received 42,326 37,161
__________ __________
Net cash used in investing activities (211,369) (298,123)
Financing Activities:
Proceeds from long-term mortgage loan, net 1,252,560 -
Mortgage loan balance refinanced (1,184,204) -
Principal payments on mortgage notes payable (526,907) (492,891)
Sale of treasury shares - 109,675
Dividends paid to shareholders - (667,530)
Distributions to holders of minority interest 47 (6,106)
__________ __________
Net cash used in financing activities (458,504) (1,056,852)
__________ __________
Net increase in cash and cash equivalents 214,328 157
Balance at beginning of period 1,550,459 1,751,051
__________ __________
Balance at end of period $1,764,787 $1,751,208
__________ __________
__________ __________
Supplemental Data:
Selected noncash activities related to
investing and financing activities were
as follows:
Issued 5,612 shares in 2004 and 8,875
shares in 2003 in exchange for like
numbers of operating partnership units
of controlled partnerships $49,920 $71,006
__________ __________
__________ __________
See accompanying notes.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CENTURY REALTY TRUST
September 30, 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
information and footnotes required by accounting principles
generally accepted in the United States for complete financial
statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary
for a fair presentation have been included. Operating results
for the three months and nine months ended September 30, 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 nine months ended September 30, 2004, the Trust
issued 5,612 shares of beneficial interest in exchange for
partnership units. No holders of units elected to exchange
units for shares on October 1, 2004. Including the exchanges
exercised in 2004, the Trust owns 242,381, or 84.5%, 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 3.91% to 9% per annum, and which mature
from March 30, 2005 to February 1, 2012. Scheduled payments during
the three month and nine month periods ended September 30, 2004
decreased mortgage loan balances, in the aggregate, by $148,110
and $435,595, respectively.
On April 30, 2004, the Barcelona Apartments, L.P. paid off
the $1,184,204 balance remaining on its 8.25% mortgage loan scheduled
to mature April 1, 2027, with the proceeds of a new $1,278,400
mortgage loan with an interest rate of 4.95% that is scheduled
to mature May 1, 2034. Costs totaling $25,840 associated with
the new loan will be amortized over the term of the loan. Mortgage
loan extinguishment costs consisted of a $35,527 prepayment fee
and $39,542 of the unamortized costs related to the loan balance
that was repaid.
The five apartment properties, including the Barcelona
apartments, owned by the operating partnerships controlled by
the Trust have long-term mortgage loans that are payable in
monthly installments totaling approximately $66,000. The loans
have interest rates ranging from 4.95% to 8.31%, and mature from
June 1, 2006 to July 31, 2037. Scheduled payments during the
three months and nine months ended September 30, 2004 decreased
mortgage loan balances, in the aggregate, by $31,641 and
$91,312, respectively.
NOTE 4 - INCOME FROM DISCONTINUED OPERATIONS
In April, 2004 the Trust sold the Park Plaza apartments, a
176-unit apartment community in Indianapolis to an unrelated
third party for $3,150,000 ($2,972,726 after costs of the
transaction). With respect to that transaction, these financial
statements are presented in accordance with FASB Statement No.
144, Accounting for the Impairment or Disposal of Long Lived
Assets. FAS 144 requires, among other things, that real estate
investments that are sold be classified on the prior period
balance sheets as assets held for sale, and that the results of
operations for those assets be separately classified for all
periods presented 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 month and nine
month periods ended September 30, 2004 and 2003:
Three Months Nine Months
2004 2003 2004 2003
Rental income $ - $161,715 $ 205,954 $508,171
Other income - 7,624 12,517 27,268
_______ ________ __________ ________
- 169,339 218,471 535,439
Rental operating expenses (1,009) 148,859 177,129 382,193
Depreciation - 20,545 32,145 61,435
Real estate taxes - 22,707 21,815 68,121
_______ ________ __________ ________
(1,009) 192,111 231,089 511,749
_______ ________ __________ ________
Income (loss) from
discontinued operations,
before gain on sale 1,009 (22,772) (12,617) 23,690
Gain on sale of
apartment property - - 2,689,599 -
_______ ________ __________ ________
Income from discontinued
operations $1,009 $(22,772) $2,676,982 $ 23,690
_______ ________ __________ ________
_______ ________ __________ ________
NOTE 5 - STOCK OPTIONS
On May 5, 2004, the Trust granted to a newly elected
Trustee the option to purchase 5,000 shares of beneficial
interest exercisable on or before May 4, 2007, at a price of
$11.80 per share, the fair market value at the date of the
grant. The impact of the option on the calculation of the
number of diluted shares used in the computation of earnings per
share for the three months and nine months ended September 30,
2004 was immaterial. The option was unexercised at September
30, 2004.
NOTE 6 - 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. The Trust initially intended to use the
proceeds from the sale of an apartment property in April, 2004
to acquire replacement investment property in accordance with
provisions of Internal Revenue Code Section 1031. The Trust was
unable to acquire a suitable replacement, and on October 14,
2004, announced that it would recognize a capital gain for
income tax purposes on the sale of approximately $2.5 million.
On October 28, 2004, the Trust declared a special cash
distribution of $1.05 per share payable December 13, 2004, an
amount that management believes will approximate the otherwise
taxable income of the Trust for 2004. 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 consolidated 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 7 - SHAREHOLDER RECOMMENDATION
A shareholder proposal recommending that the Board of
Trustees undertake a plan to sell all of the Trust's assets 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 has no plan of liquidation under
consideration at this time, but 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 September 30, 2004 and 2003, and throughout the
quarters and nine month periods then ended, the Trust owned or
controlled, as continuing operations, fourteen apartment
communities containing 1,860 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 fourteen 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 September 30, 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 apartment property, the 176-unit Park Plaza apartments,
was sold in April, 2004. In accordance with the provisions of
FASB Statement No. 144, the net investment in Park Plaza is
presented on the balance sheet at December 31, 2003 as real
estate held for sale. The gain realized from the sale and the
results of its operations for the quarters and nine months ended
September 30, 2004 and 2003 are summarized and shown as income
from discontinued operations. The transaction is described in
Note 4 to the consolidated financial statements contained in
this report. Included in that note is a schedule of income and
expenses for the property sold for the quarters and nine month
periods presented. Comparative information related to income and
expenses contained in this discussion applies to continuing
operations only, unless otherwise indicated.
The net proceeds of approximately $3 million from the sale
of the Park Plaza apartment community in April, 2004 were held
in escrow by a qualified intermediary at September 30, 2004.
Recognition of the approximately $2.5 million gain realized from
that sale was deferred for income tax purposes. On October 14,
2004 management announced that it had been unable to acquire a
desirable property on acceptable terms within the 180-day time
frame permitted for a tax free exchange under Internal Revenue
Code Section 1031, and that the gain previously deferred would
be recognized for income tax purposes. On October 28, 2004 the
Trust declared a $1.05 per share special cash distribution to
shareholders payable December 13, 2004, an amount that
management believes will approximate the otherwise taxable
income of the Trust for 2004.
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 fourth 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 2005.
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 $444,406 and $395,629 at September
30, 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 $82,879 and $132,768 in the quarters, and $247,758
and $230,533 in the nine month periods ended September 30, 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 and nine months ended September 30, 2004,
the Trust reported increases of 5% and 4.3%, respectively, in
rental and other operating income from continuing real estate
operations from the comparable periods of 2003. Rental income
from apartment operations increased from the third quarter and
first nine months of the prior year by 6.3% and 5%,
respectively, primarily as a result of higher occupancy rates.
Apartment rental rates increased by .7% for the third quarter
and first nine months compared with the previous year.
Economic apartment occupancy for the third quarter and first
nine months of 2004 was 87.9% and 86.9%, up from 83.3% and 83.4%
during the comparable prior year periods.
Rental properties other than apartments accounted for 5.5% of
income from rental operations in the third quarter and 5.6% in the
first nine months of 2004. Income from commercial properties decreased
by 5.3% from the comparable quarter and by .8% from the nine month
period last year, due to lower occupancy rates. Occupancy rates for
commercial properties, exclusive of net-leased restaurant properties,
averaged 82.8% and 85.1% during the first nine months of 2004
and 2003, respectively.
Operating expenses of continuing operations, excluding interest
and depreciation, for all of the apartment properties for the third
quarter and first nine months of 2004 amounted to 57.4% and 55.7% of
gross possible income, respectively, compared to 59.3% and 53.2% for
the comparable prior year periods, and amounted to quarter to quarter
decrease of $45,472, or 2.4%, and a nine months to nine months increase
of $274,937, or 5.4%. Painting and decorating costs, down
30.7% and carpet replacement, down 37.6% accounted for most of
the quarter to quarter decrease in operating expenses. Site
personnel costs, up 18%, and management fees, up 11.8%,
accounted for most of the increase in total operating expenses
in the first nine months of 2004 over the comparable period of
2003.
The increase in site personnel costs, net of a decrease in
amounts paid to independent contractors for services, accounted
for more than one half of the increase in operating expenses
between the nine month periods. During the second and third
quarters of 2003, the trust changed management contractors for
most of its apartment properties. Under the current contracts,
the 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. Substantially all of the increase in
management fees is attributable to one apartment property for
which no management fee expense was incurred in 2003 prior to
September. Painting and decorating expenses and carpet
replacement costs, which accounted for most of the decrease in
operating expenses in the third quarter to third quarter
comparisons, were nearly equal when compared for the first nine
months of 2004 and 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 Trust appealed the assessments of most of its
properties, and during 2004, received reductions in assessed
values resulting in tax refunds equal to about one third of the
prior year increase. Appeals are pending on several properties,
and additional relief is possible but not assured. Management
estimates that real estate taxes payable in 2005 will increase
by approximately 3% over amounts payable in 2004.
Interest expense, nearly all of which is applicable to thirteen
mortgage loans outstanding during the quarters and nine month periods
ended September 30, 2004 and 2003, decreased by $21,269 and $44,611,
respectively, 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. In April,
2004 the first mortgage loan on the Barcelona apartments with an
unpaid balance of $1.18 million was extinguished at a cost of
approximately $75,000, and replaced with a new first mortgage
loan in the amount of $1.28 million. The applicable interest
rates and terms are described in Note 3 to the financial
statements. The mortgage loan extinguishment costs consisted of
a prepayment fee and the write-off of the unamortized costs
related to the loan balance that was repaid.
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 $1.26 million
at September 30, 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 September 30, 2004
of $4.6 million. The interest rate was reset to 4% for that loan
effective October 1, 2004. That loan is scheduled to mature March 30,
2005 with a balance due of $4.53 million. Management believes that it
has the ability to refinance that loan balance when due.
On October 3, 2004, the mortgage loan, with an interest
rate of 8.125%, on the Chester Heights apartments matured with a
balance due of $731,787. That balance was refinanced with a new
first mortgage loan from the same lender that will mature
October 1, 2009 with a balance then due of $288,136. The new
variable interest rate loan provides for an initial interest
rate of 4.7%. The interest rate will be adjusted to an
index-determined rate on October 1 each year.
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 had been undertaken in
2004, the total cost would have exceeded 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 have been 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 little or no net income, and
possibly a net loss, will be realized for the fourth quarter of
2004. For the fourth quarter of 2003 the Trust reported a net
loss of $363,000. The second and third quarters of 2003 were
heavily impacted by real estate tax increases and costs related
to the changeover in management contractors.
Apartment physical occupancy rates, since the beginning of 2004,
increased from 90% to a rate of just above 92% in late April and
have remained at about that level through September. However, due
to collection losses, rent discounts and rental incentives of as
much as one month of free rent on new leases, economic occupancy
averaged 86.9% for the first three quarters of 2004. 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 during the balance of 2004 and into 2005.
While those costs cannot be estimated at this time, the impact on
operations of the Trust during the last quarter 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 were held by a qualified
intermediary while management attempted to acquire replacement property.
Management was unable to acquire desirable replacement property on
acceptable terms on or before October 15, 2004, in accordance with the
provisions of Sec. 1031 of the Internal Revenue Code. The release of
those funds to the Trust by the intermediary in October triggered
recognition of the approximately $2.5 million taxable gain realized
from that sale. On October 28, 2004, the Board of Trustees declared
a $1.05 per share special cash distribution to shareholders. With 1.8
million shares currently outstanding, that special distribution will
require approximately $1.9 million, an amount that management believes
will be sufficient to offset the estimated income that would
otherwise be taxable to the Trust in 2004.
At September 30, 2004, the Trust held cash and cash
equivalents of approximately $1,448,000 in its own accounts and
$317,000 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
2004 and 2003.
PART II
Item 6(b). No events occurred during the three months
ended September 30, 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
accounting officer
Sec. 906, Sarbanes-Oxley Act, Certifications:
32.1 - Certification by Chief Executive Officer
32.2 - Certification by Chief financial and
accounting officer
CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures. The Chief
Executive Officer serves as the principal operating officer and
in such capacity supervises, directly or indirectly, the daily
operation of the Trust and its investment properties. The
Controller serves as the chief financial officer and principal
accounting officer and in such capacity supervises, directly or
indirectly, the accounting and financial operations of the Trust
and its subsidiaries. The centralized and compact management
structure of the registrant provided, as of September 30, 2004,
adequate and effective disclosure control.
Changes in internal controls. During the quarter ended
September 30, 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 September 30, 2004, and
the results of their operations and their cash flow for the
three months and nine months ended September 30, 2004, and
September 30, 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: 11/12/04 By /S/ John I. Bradshaw, Jr.
President and Treasurer
Date: 11/12/04 By /S/ David F. White
Controller
EXHIBIT 31.1
CERTIFICATION
I, John I. Bradshaw, Jr., Principal Executive Officer of Century
Realty Trust, certify that:
I have reviewed this quarterly report on Form 10-Q of Century
Realty Trust;
Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this quarterly report;
The registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this quarterly report is being prepared;
b) Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this quarterly report
our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
d) Disclosed in this quarterly report any change in the
registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter that
has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and
The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit
committee of registrant's board of directors (or person
performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial
information; and
b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal control over financial reporting.
Date: November 12, 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: November 12, 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 September 30, 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 September 30, 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)