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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A-1*
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
---- Exchange Act of 1934
For the quarterly period ended March 31, 1995 or
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Transition report pursuant to Section 13 or 15(d) of the Securities
---- Exchange Act of 1934
For the transition period from _____________ to _____________
Commission file number 1-10328
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BRADLEY REAL ESTATE, INC.
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(Exact name of registrant as specified in its charter)
Maryland 04-6034603
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(State of Organization) (I.R.S. Identification No.)
699 Boylston Street, Boston, Massachusetts 02116
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(Address of Registrant's Principal Executive Offices)
Registrant's telephone number, including area code: (617) 867-4200
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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 the number of Shares outstanding of each class of Common Stock as of
March 31, 1995:
Shares of Common Stock, .01 par value: 8,529,526 Shares.
_______________
* Part I, Items 1 and 2 of this report on Form 10-Q are hereby
amended to provide in their entirety as set forth herein, as of the date of the
original Form 10-Q.
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PART 1 FINANCIAL INFORMATION
Item 1 FINANCIAL STATEMENTS
BRADLEY REAL ESTATE, INC.
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BALANCE SHEETS
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<TABLE>
<CAPTION>
March 31, December 31,
Assets 1995 1994
------ --------------- ------------------
(UNAUDITED)
<S> <C> <C>
Real estate investments - at cost $178,623,000 $177,939,000
Accumulated depreciation and amortization 23,624,000 22,385,000
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Net real estate investments 154,999,000 155,554,000
Other assets:
Cash 1,488,000 193,000
Rents and other receivables, net of
allowance for doubtful accounts of
$481,000 for 1995 and $459,000 for 1994 5,826,000 5,776,000
Unamortized buyout of contract, net 5,240,000 -
Deferred charges, net and prepaid expenses 3,970,000 5,056,000
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$171,523,000 $166,579,000
=============== ==================
Liabilities and Stockholders' Equity
------------------------------------
Mortgage loans $27,666,000 $27,748,000
Line of credit 40,400,000 39,000,000
Accounts payable and accrued expenses 5,437,000 5,252,000
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73,503,000 72,000,000
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Stockholders' equity:
Shares of preferred stock, par value $.01 per share:
Authorized during 1994, 20,000,000 shares; Issued
and outstanding, 0 shares at March 31, 1995 and
December 31, 1994; - -
Shares of common stock, par value $.01 per share:
Authorized during 1994, 80,000,000 shares; Issued
and outstanding, 8,529,526 at March 31, 1995 and
8,197,054 at December 31, 1994. 85,000 82,000
Shares of excess stock, par value $.01 per share:
Authorized during 1994, 50,000,000 shares; Issued
and outstanding, 0 shares at March 31, 1995 and
December 31, 1994 - -
Additional paid-in capital 107,666,000 103,251,000
Distributions in excess of accumulated
earnings (9,731,000) (8,754,000)
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98,020,000 94,579,000
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$171,523,000 $166,579,000
=============== ==================
</TABLE>
The accompanying notes are an integral part of the financial statements.
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BRADLEY REAL ESTATE, INC.
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STATEMENTS OF INCOME
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(unaudited)
<TABLE>
<CAPTION>
March 31, March 31,
1995 1994
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<S> <C> <C>
Income:
Rental income $8,615,000 $7,455,000
Other income 85,000 6,000
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8,700,000 7,461,000
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Expenses:
Operations, maintenance and management 1,277,000 1,246,000
Real estate taxes 2,008,000 1,861,000
Mortgage and other interest 1,464,000 699,000
Depreciation and amortization 1,757,000 1,084,000
Administrative and general 359,000 477,000
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6,865,000 5,367,000
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Net income $1,835,000 $2,094,000
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Per share data:
Net income $0.22 $0.26
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Weighted average shares outstanding 8,413,849 8,188,492
========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
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BRADLEY REAL ESTATE, INC.
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STATEMENTS OF CASH FLOWS
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(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-----------------------------------
1995 1994
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $1,835,000 $2,094,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 1,757,000 1,084,000
Change in assets and liabilities:
Increase in rents and other receivables (50,000) (1,005,000)
Increase in accounts payable and
accrued expenses 356,000 1,356,000
(Increase)decrease in deferred charges 864,000 (890,000)
Increase in unamortized buyout of contract (620,000) -
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Net cash provided by operating activities 4,142,000 2,639,000
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Cash flows from investing activities:
Additions to real estate investments (684,000) (26,300,000)
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Net cash used by investing activities (684,000) (26,300,000)
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Cash flows from financing activities:
Net borrowings under line of credit 1,400,000 27,200,000
Increase (decrease) in accounts payable for
construction (171,000) 297,000
Distributions paid (2,812,000) (2,620,000)
Shares issued under dividend reinvestment plan 119,000 35,000
Principal payments on mortgage loans (82,000) (59,000)
Reorganization costs (617,000) -
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Net cash provided (used) by financing activities (2,163,000) 24,853,000
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Net increase in cash 1,295,000 1,192,000
Cash and cash equivalents:
Beginning of period 193,000 950,000
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End of period $1,488,000 $2,142,000
=============== ================
Supplementary Information:
Income taxes paid $12,000 $26,000
Interest paid, net of amount capitalized $1,464,000 $699,000
</TABLE>
Supplemental schedule of noncash investing and financing activities:
The Company issued 325,000 shares of Common stock having a value of $4,916,000
in connection with the buyout of its contract with its former advisor.
The accompanying notes are an integral part of the financial statements.
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BRADLEY REAL ESTATE, INC.
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STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
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<TABLE>
<CAPTION>
Retained
Earnings
(Distributions
Additional in Excess of
Shares Paid-In Accumulated
at par value Capital Earnings)
---------------- -------------- ------------------
<S> <C> <C> <C>
Balance at December 31, 1994 $82,000 $103,251,000 ($8,754,000)
Net income - - 1,835,000
Cash distributions
($.33 per share) - - (2,812,000)
Dividend reinvestment participation - 119,000 -
Shares issued in buyout of contract 3,000 4,913,000 -
Reorganization costs - (617,000) -
---------------- -------------- ------------------
Balance at March 31, 1995 $85,000 $107,666,000 ($9,731,000)
================ ============== ==================
</TABLE>
The accompanying notes are an integral part of the financial statements.
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BRADLEY REAL ESTATE, INC.
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying interim financial statements have been prepared by the Company,
without audit, and in the opinion of management reflect all normal recurring
adjustments necessary for a fair presentation of results for the unaudited
interim periods presented. Net income per share and weighted-average shares
outstanding have been restated on the statements of income to reflect the one-
for-two reverse share split, effective on October 17, 1994. Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted. It is suggested that these condensed financial statements be read in
conjunction with the financial statements and the notes thereto for the fiscal
year ended December 31, 1994.
NOTE 2 - COMMITMENTS/SUBSEQUENT EVENTS
On March 31, 1995, the Company had commitments of approximately $3,800,000 for
tenant related capital improvements. Cash flow from operations and the
Company's revolving bank line of credit are available to fund these
improvements.
On April 18, 1995, the Company purchased Saint Francis Plaza, a 30,000 square
foot shopping center located in Santa Fe, New Mexico for approximately
$5,200,000. The acquisition was financed with the assumption of approximately
$2,100,000 in existing mortgage debt bearing interest at the rate of 8.125% and
the proceeds from the sale of 182,500 shares of Common Stock at a price of $17
per share.
NOTE 3 - UNAMORTIZED BUYOUT OF CONTRACT
In January 1995, the Company acquired the REIT advisory business of its former
advisor thereby enabling the Company to become a self-administered REIT. This
transaction involved the Company's issuance of 325,000 shares of Common Stock to
the owners of the former advisor. This acquisition has been accounted for using
the purchase method. The purchase price, including related transaction costs, in
excess of the fair market value of the net identifiable assets acquired, is
approximately $5,536,000. This amount, recorded on the balance sheet as
unamortized advisory contract costs, is being amortized using the straight-line
method over 56 months.
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Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
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Rental income increased $1,160,000 or 16% from $7,455,000 for the
quarter ended March 31, 1994 to $8,615,000 for the quarter ended March 31, 1995.
This increase is primarily due to the acquisitions of Rivercrest Center and
Westwind Plaza on March 30, 1994 and November 1, 1994, respectively, offset by
the sale of Spruce Tree on November 1, 1994, and increased occupancy of certain
other properties in the Company's portfolio. Other income increased $79,000 from
$6,000 to $85,000. During the first quarter of 1995, the Company received
approximately $26,000 related to a tax abatement at one of its properties and
approximately $29,000 in interest earned on funds from a tax escrow account.
Total expenses increased $1,498,000 or 28% from $5,367,000 to
$6,865,000. Of the increased expenses, $607,000 were attributable to the
portfolio changes described in the preceding paragraph. The portfolio changes
were responsible for substantially all of the $31,000 increase in operations,
maintenance and management from $1,246,000 to $1,277,000. Real estate taxes
increased $147,000 from $1,861,000 to $2,008,000, primarily reflecting an
increase of $304,000 resulting from the portfolio changes, offset by tax
reductions of $147,000 at two other properties. Mortgage and other interest
increased $765,000 from $699,000 to $1,464,000 primarily due to additional
borrowings under the Company's bank line of credit to purchase Rivercrest and
the assumption of $4,890,000 in mortgages in connection with the Westwind Plaza
acquisition. Depreciation and amortization increased $673,000 from $1,084,000
to $1,757,000, with $376,000 of the increase primarily attributable to the
acquisition of the new portfolio properties as well as other capital
improvements to the Company's properties; the remaining $297,000 increase
reflects amortization of the cost of the Company's buyout of its contract with
its former advisor. The $118,000 decrease in administrative and general from
$477,000 to $359,000 primarily reflects savings from the Company's being self-
administered in 1995.
The aggregate result for the quarter was a $259,000 or 12% decrease in
net income from $2,094,000 ($.26 per share) in 1994 to $1,835,000 ($.22 per
share) in 1995. Per share amounts reflect weighted-average shares outstanding
of 8,413,849 for 1995 and 8,188,492 in 1994.
In January 1995, the Company acquired the REIT advisory business of
its former advisor thereby enabling the Company to become a self-administered
REIT. This transaction involved the Company's issuance of 325,000 shares of
Common Stock to the owners of the former advisor. This acquisition has been
accounted for using the purchase method. The purchase price, including related
transaction costs, in excess of the fair market value of the net identifiable
assets acquired, is approximately $5,536,000. This
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amount, recorded on the balance sheet as unamortized advisory contract costs, is
being amortized using the straight-line method over 56 months.
Financial Condition
- -------------------
As a qualified REIT, the Company distributes a substantial portion of
its cash flow to its shareholders in the form of dividends. The Company funds
these distributions primarily from operating cash flows, although its revolving
line of credit may also be used. Net cash flows provided by operating activities
increased to $4,142,000 during the first quarter of 1995 from $2,639,000 during
the comparable 1994 period, while distributions (treated as a charge to cash
flows from financing activities in the Company's financial statements) were
$2,812,000 in 1995 compared with $2,620,000 in 1994.
For the first quarter of 1995, funds from operations ("FFO") increased
$414,000 or 13% from $3,178,000 in 1994 to $3,592,000. The Company generally
considers FFO to be an appropriate supplemental measure of the performance of an
equity REIT because it is predicated on a cash flow analysis, as opposed to a
measure predicated on generally accepted accounting principles, which gives
effect to non-cash items such as depreciation. FFO, as defined by the National
Association of Real Estate Investment Trusts and as followed by the Company,
represents net income (computed in accordance with generally accepted accounting
principles), excluding gains (or losses) from debt restructuring and sales or
property, plus depreciation and amortization, and after adjustments for
unconsolidated partnerships and joint ventures. Adjustments for unconsolidated
partnerships and joint ventures will be calculated to reflect FFO on the same
basis. Since the definition of FFO is a guideline, computation of FFO may vary
from one REIT to another. FFO does not represent cash generated from operating
activities in accordance with generally accepted accounting principles and
should not be considered as an alternative to net income as an indicator of the
Company's operating performance or as an alternative to cash flow as a measure
of liquidity. In addition, FFO is not necessarily indicative of cash available
to fund cash needs.
On March 31, 1995, the Company had commitments of approximately
$3,800,000 for tenant related capital improvements. In March 1995 at Har Mar
Mall, the Company signed a 54,500 square foot lease with HOMEPLACE to occupy
approximately 27,500 square feet of existing space (25,000 square feet of which
was taken back by the Company from a tenant in March 1995) and involves the
construction of 27,000 square feet of new space at Har Mar Mall. The Company is
committed to approximately $2,500,000 in tenant capital improvements prior to
the store's scheduled opening early in the fourth quarter of 1995. Also at Har
Mar, construction is ongoing for the 45,000 square foot Barnes & Noble book
store, scheduled to open late in the second quarter of 1995. The Company has
incurred approximately $800,000 in costs related to this build-out and is
committed to an additional $1,000,000. The Company is obligated to an
additional
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aggregate amount of approximately $300,000 in tenant related capital
improvements at various of its other properties.
At March 31, 1995, the Company had $1.5 million in cash and $24.6
million available and unused under its bank line of credit. The Company expects
to utilize funds available under the line of credit to fund these expenditures
and any other property improvement commitments negotiated in connection with
other new tenancies. Depending upon market conditions, the Company also may
issue shares of its Common Stock or other securities under its $125 million
"shelf" registration statement, which the Securities and Exchange Commission
declared effective on January 3, 1995, and use the proceeds of such issue either
for the acquisition or improvement of properties or to reduce their line of
credit and other indebtedness of the Company. In April 1995, the Company issued
182,500 shares of Common Stock pursuant to such registration statement at $17
per share to raise the portion of the purchase price of St. Francis Plaza not
represented by the Company's assumption of a $2,100,000 mortgage note secured by
this shopping center.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereto duly authorized.
Date: February 6, 1996
Bradley Real Estate, Inc.
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(Registrant)
By: /s/ Irving E. Lingo, Jr.
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Irving E. Lingo, Jr.
Chief Financial Officer
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