<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended June 30, 2000 or
___ 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
BRADLEY REAL ESTATE, INC.
(Exact name of registrant as specified in its charter)
Maryland 04-6034603
(State of Organization) (I.R.S. Identification No.)
40 Skokie Blvd., Northbrook, Illinois 60062
(Address of Registrant's Principal Executive Offices)
Registrant's telephone number, including area code; (847) 272-9800
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
June 30, 2000:
Shares of Common Stock, $.01 par value: 22,136,119 shares outstanding.
<PAGE> 2
BRADLEY REAL ESTATE, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share data)
(UNAUDITED)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
-------------- --------------
<S> <C> <C>
ASSETS:
Real estate investments - at cost $ 1,046,042 $ 1,014,158
Accumulated depreciation and amortization (91,767) (81,302)
-------------- --------------
Net real estate investments 954,275 932,856
Real estate investments held for sale - 29,890
Other assets:
Cash and cash equivalents - 4,434
Rents and other receivables, net of allowance for doubtful accounts
of $4,156 for 2000 and $4,545 for 1999 14,233 12,273
Deferred charges, net and other assets 18,063 16,714
-------------- --------------
Total assets $ 986,571 $ 996,167
============== ==============
LIABILITIES AND SHARE OWNERS' EQUITY:
Mortgage loans $ 93,436 $ 100,718
Unsecured notes payable 274,616 199,604
Line of credit 86,000 144,500
Accounts payable, accrued expenses and other liabilities 32,712 32,787
-------------- --------------
Total liabilities 486,764 477,609
-------------- --------------
Exchangeable limited partnership units 18,159 19,306
Series B preferred units 49,100 49,100
Series C preferred units 24,344 24,344
-------------- --------------
Total minority interest 91,603 92,750
-------------- --------------
Share Owners' equity:
Shares of preferred stock and paid-in capital, par value $.01 per
share; liquidation preference $25.00 per share:
Authorized 20,000,000 shares; 3,478,219 shares of Series A
Convertible Preferred Stock issued and outstanding at
June 30, 2000 and December 31, 1999 86,802 86,802
Shares of common stock and paid-in capital, par value $.01 per share:
Authorized 80,000,000 shares; issued and outstanding 22,136,119 and
23,079,357 shares at June 30, 2000 and December 31, 1999, respectively 317,743 333,907
Shares of excess stock, par value $.01 per share:
Authorized 50,000,000 shares; 0 shares issued and outstanding - -
Retained earnings 3,659 5,099
-------------- --------------
Total share owners' equity 408,204 425,808
-------------- --------------
Total liabilities and share owners' equity $ 986,571 $ 996,167
============== ==============
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
2
<PAGE> 3
BRADLEY REAL ESTATE, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
-------------------- --------------------
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
REVENUE:
Rental income and recoveries from tenants $ 39,370 $ 36,872 $ 80,148 $ 75,582
Other income 489 686 1,542 1,329
-------- -------- -------- --------
39,859 37,558 81,690 76,911
-------- -------- -------- --------
EXPENSES:
Operations, maintenance and management 4,741 5,405 10,834 12,083
Real estate taxes 5,831 5,556 11,902 11,671
Mortgage and other interest 8,254 7,182 16,489 14,869
General and administrative 1,815 1,866 3,696 4,067
Provision for merger related expenses 1,606 -- 1,806 --
Depreciation and amortization 7,021 6,484 13,885 12,941
-------- -------- -------- --------
29,268 26,493 58,612 55,631
-------- -------- -------- --------
Income before equity in earnings of partnership and net gain on sale of
properties 10,591 11,065 23,078 21,280
Equity in earnings of partnership -- 153 -- 500
Net gain on sale of properties -- -- 205 --
-------- -------- -------- --------
Income before allocation to minority interest 10,591 11,218 23,283 21,780
Income allocated to exchangeable limited partnership units (380) (452) (870) (921)
Income allocated to Series B and C preferred units (1,664) (1,109) (3,328) (1,565)
-------- -------- -------- --------
Net income 8,547 9,657 19,085 19,294
Preferred share distributions (1,826) (1,826) (3,652) (3,652)
-------- -------- -------- --------
Net income attributable to common share owners $ 6,721 $ 7,831 $ 15,433 $ 15,642
======== ======== ======== ========
Earnings per share:
Basic $ 0.30 $ 0.33 $ 0.69 $ 0.65
======== ======== ======== ========
Diluted $ 0.30 $ 0.33 $ 0.69 $ 0.65
======== ======== ======== ========
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
3
<PAGE> 4
BRADLEY REAL ESTATE, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHARE OWNERS' EQUITY
(Dollars in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Preferred Common
shares shares
and and
paid-in paid-in Retained
capital capital earnings Total
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Balance at December 31, 1999 $ 86,802 $ 333,907 $ 5,099 $ 425,808
Net income -- -- 10,538 10,538
Distributions on common stock ($0.38 per share) -- -- (8,462) (8,462)
Distributions on preferred stock ($0.525 per share) -- -- (1,826) (1,826)
Repurchase of common stock -- (15,698) -- (15,698)
Dividend reinvestment and stock purchase plan
participation, net -- (8) -- (8)
Reallocation of minority interest -- (24) -- (24)
Shares issued in exchange for Limited Partnership units -- 17 -- 17
--------- --------- --------- ---------
Balance at March 31, 2000 86,802 318,194 5,349 410,345
Net income -- -- 8,547 8,547
Distributions on common stock ($0.38 per share) -- -- (8,411) (8,411)
Distributions on preferred stock ($0.525 per share) -- -- (1,826) (1,826)
Exercise of stock options -- 7 -- 7
Repurchase of common stock -- (454) -- (454)
Reallocation of minority interest -- (4) -- (4)
--------- --------- --------- ---------
Balance at June 30, 2000 $ 86,802 $ 317,743 $ 3,659 $ 408,204
========= ========= ========= =========
The accompanying notes are an integral part of these consolidated financial statements
</TABLE>
4
<PAGE> 5
BRADLEY REAL ESTATE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six months ended
June 30,
-----------------------------------
2000 1999
--------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 19,085 $ 19,294
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 13,885 12,941
Equity in earnings of partnership - (500)
Amortization of debt premiums, net of discounts (422) (479)
Net gain on sale of properties (205) -
Income allocated to minority interest 4,198 2,486
Change in operating assets and liabilities:
Increase in rents and other receivables (2,069) (1,969)
Increase (decrease) in accounts payable, accrued expenses and other liabilities 1,171 (181)
Increase in deferred charges (2,067) (1,064)
--------------- -------------
Net cash provided by operating activities 33,576 30,528
--------------- -------------
Cash flows from investing activities:
Expenditures for real estate acquisitions (18,895) (21,636)
Expenditures for developments and redevelopments (10,709) (2,249)
Expenditures for other capital improvements (6,601) (4,685)
Net proceeds from sale of properties 30,622 16,899
Cash distributions from partnership - 3,943
--------------- -------------
Net cash used in investing activities (5,583) (7,728)
--------------- -------------
Cash flows from financing activities:
Borrowings from line of credit 67,500 46,900
Payments under line of credit (126,000) (95,500)
Proceeds from issuance of unsecured notes payable 74,981 -
Expenditures for financing costs (1,022) (59)
Repayment of mortgage loans (5,994) -
Principal payments on mortgage loans (835) (823)
Distributions paid to common share owners (16,873) (17,802)
Distributions paid to limited partnership unit holders (951) (1,044)
Distributions paid to preferred unit holders (3,328) (1,565)
Distributions paid to preferred share owners (3,652) (3,652)
Proceeds from exercise of stock options 7 123
Net proceeds from dividend reinvestment and stock purchase plan (8) 1,482
Net proceeds from issuance of Series B preferred units - 49,100
Repurchase of common stock (16,152) -
Payments to redeem limited partnership units (1,077) (1,114)
Cash disbursed but not presented to bank 977 -
--------------- -------------
Net cash used in financing activities (32,427) (23,954)
--------------- -------------
Net decrease in cash and cash equivalents (4,434) (1,154)
Cash and cash equivalents:
Beginning of period 4,434 1,262
--------------- -------------
End of period $ - $ 108
=============== =============
Supplemental cash flow information:
Interest paid, net of amount capitalized $ 14,777 $ 15,499
=============== =============
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
5
<PAGE> 6
BRADLEY REAL ESTATE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2000
(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. 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, 1999.
NOTE 2 - EARNINGS PER SHARE
Basic earnings per share ("EPS") is computed by dividing net income attributable
to common share owners by the weighted average number of common shares
outstanding for the period. Diluted EPS is computed by reflecting the potential
dilution that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock or resulted in the issuance of
common stock that then shared in the earnings of the Company. A reconciliation
of the numerator and denominator of the basic EPS computation to the numerator
and denominator of the diluted EPS computation, is as follows:
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
------------------------- -------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
NUMERATOR:
Basic
Net income attributable to common share owners $ 6,721,000 $ 7,831,000 $15,433,000 $15,642,000
=========== =========== =========== ===========
Diluted
Net income attributable to common share owners $ 6,721,000 $ 7,831,000 $15,433,000 $15,642,000
Income allocated to exchangeable limited partnership units 380,000 452,000 870,000 921,000
----------- ----------- ----------- -----------
Adjusted net income $ 7,101,000 $ 8,283,000 $16,303,000 $16,563,000
=========== =========== =========== ===========
DENOMINATOR:
Basic
Weighted average common shares 22,137,092 24,056,671 22,376,565 24,026,988
=========== =========== =========== ===========
Diluted
Weighted average common shares 22,137,092 24,056,671 22,376,565 24,026,988
Effect of dilutive securities:
Stock options 100,706 40,101 51,628 34,823
Exchangeable limited partnership units 1,250,682 1,387,823 1,261,250 1,414,264
----------- ----------- ----------- -----------
Weighted average shares and assumed conversions 23,488,480 25,484,595 23,689,443 25,476,075
=========== =========== =========== ===========
Basic earnings per share $ 0.30 $ 0.33 $ 0.69 $ 0.65
=========== =========== =========== ===========
Diluted earnings per share $ 0.30 $ 0.33 $ 0.69 $ 0.65
=========== =========== =========== ===========
</TABLE>
For the six months ended June 30, 2000 and 1999, options to purchase 646,050
shares of common stock at prices ranging from $19.35 to $21.35 and 609,250
shares of common stock at prices ranging from $19.90 to $21.35 were outstanding
during each of the respective periods but were not included in the computation
of diluted EPS because the options' exercise prices were greater than the
average market prices of the common shares during those periods, thereby having
an anti-dilutive impact on basic EPS. Preferred stock distributions of
$3,652,000 during each of the six month periods ended June 30, 2000 and 1999,
and the effect on the denominator of the conversion of the convertible preferred
stock outstanding during the period into 3,550,652 shares of common stock for
the period ended June 30, 2000, and 3,550,912
6
<PAGE> 7
shares of common stock for the period ended June 30, 1999, were not included in
the computation of diluted EPS because the impact on basic EPS was
anti-dilutive.
For the quarters ended June 30, 2000 and 1999, options to purchase 583,750
shares of common stock at prices ranging from $19.90 to $21.35 and 158,750
shares of common stock at prices ranging from $20.25 to $21.35 were outstanding
during each of the respective periods but were not included in the computation
of diluted EPS because the options' exercise prices were greater than the
average market prices of the common shares during those periods, thereby having
an anti-dilutive impact on basic EPS. Preferred stock distributions of
$1,826,000 during each of the quarters ended June 30, 2000 and 1999, and the
effect on the denominator of the conversion of the convertible preferred stock
outstanding during the period into 3,550,652 shares of common stock for the
quarter ended June 30, 2000, and 3,550,910 shares of common stock for the
quarter ended June 30, 1999, were not included in the computation of diluted EPS
because the impact on basic EPS was anti-dilutive.
Income allocated to the minority interest reflects weighted average limited
partnership units ("LP Units") of interest in Bradley Operating Limited
Partnership (the "Operating Partnership") outstanding of 1,261,250 and 1,414,264
for the six months ended June 30, 2000 and 1999, respectively, and 1,250,682 and
1,387,823 for the three months ended June 30, 2000 and 1999, respectively. As of
June 30, 2000 and 1999, there were 1,250,682 and 1,381,353 LP Units,
respectively, outstanding. The Operating Partnership is a limited partnership of
which the Company currently owns an 84% economic interest and through which it
conducts substantially all of its business.
NOTE 3 - SUPPLEMENTAL CASH FLOW DISCLOSURE
During the first six months of 2000, 1,229 shares of common stock were issued in
exchange for an equivalent number of LP Units held by the minority interest.
NOTE 4 - MERGER AGREEMENT
On May 15, 2000, the Company entered into a definitive merger agreement pursuant
to which the Company will merge into a wholly-owned subsidiary of Heritage
Property Investment Trust, Inc. ("Heritage"), a private real estate investment
trust headquartered in Boston, Massachusetts. Under the terms of the agreement,
Bradley's common stockholders will receive $22.00 per share cash for each
outstanding share of common stock. Each of the limited partners of the Operating
Partnership will be offered the opportunity to receive the same cash
consideration as the common stockholders, or $22.00 per unit, in exchange for
their limited partnership interest. The holders of Bradley 8.4% Series A
Convertible Preferred Stock will receive approximately $22.458 per share cash
for each outstanding share of preferred stock in accordance with their terms,
based on the conversion ratio into common stock of approximately 1.0208. Under
terms of the agreement, the Operating Partnership's $275 million in outstanding
Unsecured Notes, 8.875% Series B Cumulative Redeemable Perpetual Preferred Units
and 8.875% Series C Cumulative Redeemable Perpetual Preferred Units will remain
outstanding.
The Company retained Deutsche Bank as its financial advisor in connection with
the merger pursuant to a letter agreement dated May 1, 2000. As compensation for
Deutsche Bank's services in connection with the merger, the Company has paid
Deutsche Bank a cash fee of $350,000, which has been reflected in the
accompanying financial statements. The Company has agreed to pay an additional
cash fee of $2,150,000 if the merger is consummated.
Prudential Real Estate Investors ("PREI") and Prudential Mortgage Capital
Company ("PMCC") have provided equity and debt financing commitments to Heritage
for the transaction. PMCC is the commercial mortgage arm of The Prudential
Insurance Company of America, while PREI acts as Prudential's global real estate
money management and advisory firm.
The merger agreement has been unanimously approved by the boards of directors of
both Bradley and Heritage. The merger is subject to customary closing
conditions, including approval by the stockholders of Bradley. It is anticipated
that the transaction will close in the third quarter of 2000.
NOTE 5 - STOCK REPURCHASE PROGRAM
In November 1999, the Company's Board of Directors authorized the repurchase of
up to two million shares of outstanding common stock from time to time through
periodic open market transactions or through privately negotiated transactions.
The share repurchase program was in effect until December 31, 2000, or until the
authorized limit had been reached. Through June 30, 2000, the Company
repurchased 1,925,500 shares at an average price of $16.97 per share. The share
repurchase program was suspended in connection with entering into the merger
agreement.
7
<PAGE> 8
NOTE 6 - SEGMENT REPORTING
As of June 30, 2000, the Company owned 96 shopping centers located primarily in
the Midwest region of the United States. Such shopping centers are typically
anchored by grocery and drug stores complemented with stores providing a wide
range of other goods and services to shoppers. The Company assesses and measures
operating results on an individual property basis for each of its 96 shopping
centers without differentiation, based on net operating income, and then
converts such amounts in the aggregate to a performance measure referred to as
Funds from Operations ("FFO"). Since all of the Company's shopping centers
exhibit similar economic characteristics, cater to the day-to-day living needs
of their respective surrounding communities, and offer similar degrees of risk
and opportunities for growth, the shopping centers have been aggregated and
reported as one operating segment.
The revenue and net operating income for the reportable segment and for the
Company, the computation of FFO for the Company, and a reconciliation to net
income attributable to common share owners, are as follows for the three and six
month periods ended June 30, 2000 and 1999 (dollars in thousands):
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
-------------------- --------------------
2000 1999 2000 1999
-------- -------- -------- -------
<S> <C> <C> <C> <C>
Total property revenue $ 39,781 $ 37,345 $ 81,519 $ 76,410
Total property expenses (10,572) (10,961) (22,736) (23,754)
-------- -------- -------- -------
Net operating income 29,209 26,384 58,783 52,656
-------- -------- -------- -------
NON-PROPERTY (INCOME) EXPENSES:
Other non-property income (78) (213) (171) (501)
Equity in earnings of partnership, excluding
depreciation and amortization -- (210) -- (600)
Mortgage and other interest 8,254 7,182 16,489 14,869
General and administrative 1,815 1,866 3,696 4,067
Provision for merger related expenses 1,606 -- 1,806 --
Amortization of deferred finance and non-real estate
related costs 319 280 602 559
Preferred share distributions 1,826 1,826 3,652 3,652
Income allocated to Series B and C preferred units 1,664 1,109 3,328 1,565
-------- -------- -------- -------
15,406 11,840 29,402 23,611
-------- -------- -------- -------
Funds from Operations $ 13,803 $ 14,544 $ 29,381 $29,045
======== ======== ======== =======
RECONCILIATION TO NET INCOME ATTRIBUTABLE TO COMMON
SHARE OWNERS:
Funds from Operations $ 13,803 $ 14,544 $ 29,381 $29,045
Depreciation of real estate assets and amortization of
tenant improvements (6,244) (5,553) (12,372) (11,002)
Amortization of deferred leasing commissions (458) (353) (911) (784)
Other amortization -- (298) -- (596)
Depreciation and amortization included in equity in
earnings of partnership -- (57) -- (100)
Income allocated to exchangeable limited partnership
units (380) (452) (870) (921)
Net gain on sale of properties -- -- 205 --
-------- -------- -------- -------
Net income attributable to common share owners $ 6,721 $ 7,831 $ 15,433 $15,642
======== ======== ======== =======
</TABLE>
NOTE 7 - ACQUISITION AND DISPOSITION ACTIVITY
8
<PAGE> 9
During the first quarter of 2000, the Company completed the acquisitions of two
shopping centers, Hub Shopping Center located in Independence, Missouri and West
Loop Shopping Center, located in Manhattan, Kansas, aggregating approximately
360,000 square feet for a total purchase price of approximately $19,103,000. The
Company acquired these shopping centers with cash provided by the line of
credit.
On March 31, 2000, the Company completed the sales of three enclosed malls that
were held for sale as of December 31, 1999, for a net sales price of
approximately $30,622,000. The three centers, Delta Plaza located in Escanaba,
Michigan, Lakewood Mall, located in Aberdeen, South Dakota and Thunderbird Mall
located in Virginia, Minnesota, were all enclosed malls located in smaller
markets which were non-core to the Company's grocery-anchor community shopping
center focus. The sale resulted in a gain of $205,000 for financial reporting
purposes. Net proceeds from the sale were used to reduce the outstanding balance
under the line of credit.
NOTE 8 - ISSUANCE OF UNSECURED NOTES
On March 10, 2000, the Operating Partnership issued $75 million of unsecured
Notes due March 15, 2006 at an interest rate of 8.875%. The securities are rated
"Baa3" by Moody's Investors Service and "BBB-" by Standard & Poor's Investment
Services. Net proceeds from the offering of approximately $74.5 million were
used to reduce the outstanding balance under the line of credit.
9
<PAGE> 10
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Net income attributable to common share owners decreased $209,000 from
$15,642,000 in the first half of 1999 to $15,433,000 in the first half of 2000.
Net income attributable to common share owners decreased $1,110,000 from
$7,831,000 in the second quarter of 1999 to $6,721,000 in the second quarter of
2000. Basic and diluted earnings per share increased $0.04 per share from $0.65
per share in the first half of 1999 to $0.69 per share in the first half of
2000. Earnings per share reflect weighted average common shares outstanding of
22,376,565 during the first half of 2000, compared with 24,026,988 during the
first half of 1999. Basic and diluted earnings per share decreased $0.03 per
share from $0.33 per share in the second quarter of 1999 to $0.30 per share in
the second quarter of 2000. Earnings per share reflect weighted average common
shares outstanding of 22,137,092 during the second quarter of 2000, compared
with 24,056,671 during the second quarter of 1999. The reduction in weighted
average common shares outstanding during 2000 compared with 1999 is attributable
to the repurchase of 1,925,500 shares under our stock repurchase program
authorized by our Board of Directors in November 1999.
The results for both the six and three-month periods were negatively impacted by
a provision for merger related expenses of $1,806,000 and $1,606,000,
respectively, in connection with a definitive merger agreement entered into on
May 15, 2000 pursuant to which we will merge into a wholly-owned subsidiary of
Heritage Property Investment Trust, Inc., a private real estate investment trust
headquartered in Boston, Massachusetts. Excluding the provision for merger
related expenses, and its effect on minority interest, for the first half of
2000 basic earnings per share was $0.77 per share, an increase of $0.12 per
share, or 18.5% from the first half of 1999, while diluted earnings per share
was $0.76 per share, an increase of $0.11 per share, or 16.9% from the first
half of 1999. Excluding the provision for merger related expenses, and its
effect on minority interest, basic and diluted earnings per share were $0.37 per
share in the second quarter of 2000, an increase of $0.04 per share, or 12.1%
from the second quarter of 1999.
During the first quarter of 2000, we completed the acquisitions of two shopping
centers for an aggregate purchase price of approximately $19.1 million. On March
31, 2000, we sold three enclosed malls for an aggregate gross sales price of
approximately $31 million, resulting in a gain on sale of $205,000 for financial
reporting purposes. During the second quarter of 1999, we completed the
acquisitions of two shopping centers for an aggregate purchase price of $13.9
million, and sold three properties for an aggregate gross sales price of $17.3
million. During the second quarter of 1999, we also acquired the 50% non-owned
portion of the two shopping centers held by the joint venture acquired in
connection with the merger acquisition of Mid-America. As a result, these two
shopping centers are consolidated for financial reporting purposes. During the
fourth quarter of 1999, we also acquired two additional shopping centers for an
aggregate purchase price of $23.0 million. Differences in results of operations
for the six and three-month periods ended June 30, 2000 compared with the same
periods in 1999 were driven largely by the acquisition and disposition activity.
Property net operating income increased $6,127,000, or 11.6% from $52,656,000
for the six months ended June 30, 1999 to $58,783,000 for the six months ended
June 30, 2000. Property net operating income increased $2,825,000, or 10.7%,
from $26,384,000 during the second quarter of 1999 to $29,209,000 during the
second quarter of 2000. Our results of operations for properties consolidated
for financial reporting purposes for the first half and second quarter of 1999
and 2000 reflect 88 properties that were held for both the six and three-month
periods and 14 properties that we purchased or sold between the two periods. As
of June 30, 2000, we owned 96 shopping centers.
Property Specific Revenue and Expenses (in thousands of dollars):
<TABLE>
<CAPTION>
Six months ended
June 30, Properties
--------------------------- Acquisitions/ Held Both
2000 1999 Difference Dispositions Periods
----------- ----------- ---------------- ---------------- --------------
<S> <C> <C> <C> <C> <C>
Rental income and recoveries from tenants $ 80,148 $ 75,582 $ 4,566 $ 1,652 $ 2,914
Other property operating income 1,371 828 543 6 537
Operations, maintenance and management 10,834 12,083 (1,249) (56) (1,193)
Real estate taxes 11,902 11,671 231 123 108
Depreciation and amortization 13,885 12,941 944 682 262
</TABLE>
10
<PAGE> 11
<TABLE>
<CAPTION>
Three months ended
June 30, Properties
--------------------------- Acquisitions/ Held Both
2000 1999 Difference Dispositions Periods
----------- ----------- ---------------- ---------------- --------------
<S> <C> <C> <C> <C> <C>
Rental income and recoveries from tenants $ 39,370 $ 36,872 $ 2,498 $ 302 $ 2,196
Other property operating income 411 473 (62) 3 (65)
Operations, maintenance and management 4,741 5,405 (664) (211) (453)
Real estate taxes 5,831 5,556 275 (15) 290
Depreciation and amortization 7,021 6,484 537 356 181
</TABLE>
Results attributable to acquisition and disposition activities:
Rental income and recoveries from tenants increased from $75,582,000 in the
first half of 1999 to $80,148,000 in the first half of 2000 and from $36,872,000
in the second quarter of 1999 to $39,370,000 in the second quarter of 2000.
Approximately $4,146,000 of the increase during the six-month period was
attributable to acquisition activities, partially offset by $2,494,000
attributable to disposition activities. Approximately $2,053,000 of the increase
during the three-month period ended June 30, 2000 was attributable to
acquisition activities, partially offset by $1,751,000 attributable to
disposition activities.
Other property operating income increased from $828,000 in the first half of
2000 to $1,371,000 in the first half of 2000, but decreased from $473,000 during
the second quarter of 1999 to $411,000 during the second quarter of 2000.
Substantially all of the changes for both the six and three-month periods were
attributable to properties held both periods.
Operations, maintenance and management expense decreased from $12,083,000 in the
first half of 1999 to $10,834,000 in the first half of 2000 and from $5,405,000
in the second quarter of 1999 to $4,741,000 in the second quarter of 2000.
Approximately $1,193,000 of the decrease during the six-month period resulted
from decreases from properties held both periods, while $56,000 was attributable
to acquisition and disposition activities. For the three-month period ended June
30, 2000, $453,000 resulted from properties held both periods while $211,000 was
attributable to acquisition and disposition activities.
Real estate taxes increased from $11,671,000 in the first half of 1999 to
$11,902,000 in the first half of 2000 and from $5,556,000 in the second quarter
of 1999 to $5,831,000 in the second quarter of 2000. Real estate taxes increased
$108,000 for properties held during both six-month periods ended June 30, 2000
and 1999. Real estate taxes increased $123,000 for properties acquired, net of
real estate taxes eliminated for properties sold, during 1999 and 2000. For the
three-month period, real estate taxes increased $290,000 for properties held
both quarters, and decreased $15,000 for properties acquired, net of real estate
taxes eliminated for properties sold between the two quarters.
Depreciation and amortization increased from $12,941,000 in the first half of
1999 to $13,885,000 in the first half of 2000 and from $6,484,000 in the second
quarter of 1999 to $7,021,000 in the second quarter of 2000. Approximately
$682,000 of the increase during the six-month period was attributable to
acquisition and disposition activities. For the three-month period, $356,000 of
the increase was attributable to acquisition and disposition activities.
Results for properties fully operating throughout both periods:
Rental income and recoveries from tenants increased $2,914,000 for properties
held throughout both six-month periods and $2,196,000 for properties held
throughout both second quarters of 1999 and 2000. Rental income increased
$728,000 at Har Mar Mall during the first half of 2000 compared with the first
half of 1999, and $814,000 during the second quarter of 2000 compared with the
second quarter of 1999, due to the receipt of $734,000 in proceeds from a
bankruptcy settlement for the termination of a former lease with HomePlace,
which vacated in 1998. Rental income increased $668,000 at Heritage Square
during the first half of 2000 compared with the first half of 1999 due to the
commencement of a 62,000 square-foot lease with Carson Pirie Scott in the third
quarter of 1999, a lease termination receipt from Strouds in the first quarter
of 2000, and the replacement of Strouds with a 27,000 square-foot lease with DSW
Designer Shoe Warehouse during the second quarter of 2000 at a slightly higher
rent, and the commencement of a 47,000 square-foot lease with HomeLife in the
second quarter of 2000. The leases with Carson Pirie Scott and HomeLife also
contributed to an increase of $235,000 in rental income at this property during
the second quarter of 2000 compared with the second quarter of 1999. Rental
income increased approximately $240,000 at Prospect Plaza during the six and
three-month periods ended June 30, 2000 compared with the same periods in 1999,
due to the commencement of several new leases, primarily a new 62,000
square-foot Hen House grocery store, resulting from the substantial completion
of this redevelopment project during the first quarter of 2000.
An increase in rental income at Germantown Shopping Center during the six and
three-month periods ended June 30, 2000 compared with the same periods in 1999
resulting from the receipt of a lease termination fee from a 110,000 square-foot
Wal-Mart store in the second
11
<PAGE> 12
quarter of 2000 was largely offset by a reduction in rental income at Speedway
SuperCenter during the same periods due to the receipt of a lease termination
fee from PetsMart in the second quarter of 1999. Two new leases for a 55,000
square-foot Elder-Beerman store and a 40,000 square-foot Quality Farm and Fleet
store have been signed to replace the Wal-Mart vacancy at Germantown Shopping
Center. The lease with Elder-Beerman is expected to commence in the third
quarter of 2000, while the lease with Quality Farm and Fleet is expected to
commence in the fourth quarter of 2000.
During September 1999, we were notified that Hechinger Co., the operator of an
85,000 square-foot Home Quarters store at Grandview Plaza, would liquidate its
assets in order to pay off creditors. As a result of the liquidation, the store
closed and ceased paying rent in January 2000, resulting in a $445,000 decrease
in rental income at this property for the first half of 2000 compared with the
first half of 1999, and $180,000 for the second quarter of 2000 compared with
the second quarter of 1999. Although we are in preliminary discussions with
several retailers to replace this lease, a reduction in rental revenue is
expected to continue at this property, since we do not expect a new lease to
commence prior to the end of 2000.
The increase in other property income during the first half of 2000 compared
with the same period in 1999 was due to the receipt in the first quarter of
2000, of $487,000 as a settlement over a dispute with a former tenant and
guarantor of a portion of a 54,000 square-foot space previously leased to
HomePlace at Har Mar Mall. HomePlace declared bankruptcy in January 1998 and
vacated the center in August 1998. A lease with a new grocery tenant at Har Mar
Mall to replace the vacant HomePlace space is currently under negotiation,
although there can be no assurance that this lease will be completed.
A decrease in operations, maintenance, and management expense in the first half
of 2000 from the first half of 1999 resulted from winter storms in the Midwest
occurring during the first quarter of 1999. Snow removal expenses were
approximately $518,000 lower in the first half of 2000 compared with the first
half of 1999. Operations, maintenance and management expense also decreased
during both the six and three-month periods of 2000 compared with the same
periods in 1999 due to a reduction in bad debt expense, due to the bankruptcies
of Discovery Zone, previously located at four of our centers, and Home Quarters,
located at Grandview Plaza, during the second quarter of 1999.
Non-Property Specific Revenue and Expenses:
Other non-property income decreased from $501,000 during the first half of 1999
to $171,000 during the first half of 2000 and from $213,000 during the second
quarter of 1999 to $78,000 during the second quarter of 2000. The reduction in
other non-property income for both the six and three-month periods primarily
resulted from maintaining lower cash balances generating less interest income,
along with a reduction in third party management and leasing fees generated in
1999.
Mortgage and other interest expense increased from $14,869,000 during the first
half of 1999 to $16,489,000 during the first half of 2000 and from $7,182,000
for the second quarter of 1999 to $8,254,000 for the second quarter of 2000. On
March 10, 2000, we issued $75 million, 8.875% six-year unsecured Notes maturing
March 15, 2006. Proceeds from the offering were used to reduce outstanding
borrowings under the line of credit. Interest incurred on these unsecured Notes
amounted to $2,072,000 during the first half of 2000, and $1,665,000 during the
second quarter of 2000. A lower weighted average balance outstanding on the line
of credit during the first half of 2000 compared with the first half of 1999,
and during the second quarter of 2000 compared with the second quarter of 1999,
resulted in a decrease in interest expense on the line of credit of $288,000
from the first half of 1999, and a decrease of $457,000 from the second quarter
of 1999. The positive impact on interest expense as a result of the decrease in
the weighted average balance outstanding on the line of credit was partially
offset by higher interest rates in 2000 compared with 1999. The decrease in
interest expense on the line of credit is also net of an increase in the amount
of interest capitalized during the six and three-month periods of 2000 compared
with the same periods of 1999, which results from our increased focus on
development and redevelopment initiatives which have been funded with the line
of credit. The reduction in the weighted average balances outstanding on the
line of credit for the six and three-month periods of 2000 compared with the
same periods in 1999 primarily resulted from the pay-down of the line of credit
with proceeds of approximately $75 million from the unsecured Notes offering on
March 10, 2000, as well as from the pay-down with approximately $31 million in
proceeds generated from the sale of three enclosed malls on March 31, 2000.
Interest expense on mortgage notes decreased $164,000 during the first half of
2000 compared with the first half of 1999, and by $136,000 during the second
quarter of 2000 compared with the second quarter of 1999, primarily due to the
repayment of the mortgage note secured by Watts Mill Plaza upon its maturity in
the first quarter of 2000. Our total weighted average interest rate increased to
7.67% for the second quarter of 2000 from 7.05% for the second quarter of 1999.
General and administrative expense decreased from $4,067,000 during the first
half of 1999 to $3,696,000 during the first half of 2000, and from $1,866,000
during the second quarter of 1999 to $1,815,000 during the second quarter of
2000. These reductions primarily resulted from expense control savings in
numerous categories, including investor relations, office supplies and services,
travel and entertainment, and franchise taxes and related fees.
12
<PAGE> 13
During February 1999, we took advantage of an opportunity to replace $50 million
of short-term floating rate debt under the line of credit with the issuance of
8.875% Series B Cumulative Redeemable Perpetual Preferred Units (the "Series B
Preferred Units"). We took advantage of a similar opportunity during September
1999, replacing $25 million of short-term floating rate debt under the line of
credit with the issuance of 8.875% Series C Cumulative Redeemable Perpetual
Preferred Units (the "Series C Preferred Units"). Although the spreads between
the interest rate then and currently available under the line of credit facility
and the rates associated with the Series B and C Preferred Units are dilutive in
the short-term, the infusion of such permanent capital reduced the amount of
outstanding indebtedness and increased the capacity under the line of credit,
providing us with additional flexibility to take advantage of the favorable
acquisition, development, and redevelopment opportunities we continue to
identify from both prospective acquisitions in our target markets and from
shopping centers in our core portfolio. Distributions on the Series B and C
Preferred Units were $1,565,000 during the first half of 1999 and $3,328,000,
during the first half of 2000. Distributions on the Series B and C Preferred
Units were $1,109,000 during the second quarter of 1999 and $1,664,000 during
the second quarter of 2000.
LIQUIDITY AND CAPITAL RESOURCES
General
We fund operating expenses and distributions primarily from operating cash flows
although, if needed, we may also use our bank line of credit for these purposes.
We fund acquisitions, developments and other capital expenditures primarily from
the line of credit and, to a lesser extent, operating cash flows, as well as
through the issuance of debt and equity securities. We may also acquire
properties through the issuance of limited partnership units in the Operating
Partnership to the seller or contributor of the acquired properties.
Additionally, we may dispose of non-core properties, reinvesting the proceeds
from such dispositions into properties with better growth potential and that are
more consistent with our strategic focus. In addition, we may acquire partial
interests in real estate assets through participation in joint venture
transactions.
We focus our investment activities on community and neighborhood shopping
centers, primarily located in the midwestern United States, anchored by regional
and national grocery store chains. We expect to continue to develop and
redevelop community and neighborhood shopping centers in selected Midwest
markets where we anticipate that value can be created from new developments more
effectively than from acquisitions of existing shopping center properties.
We consider our liquidity and ability to generate cash from operating and from
financing activities to be sufficient to meet our operating expenses,
development costs, debt service and distribution requirements for at least a
year. As of June 30, 2000, our financial liquidity was provided by the unused
balance on our bank line of credit of $164 million. In addition, we have an
effective "shelf" registration statement under which the Company may issue up to
$201.4 million in equity securities, and an additional "shelf" registration
statement under which the Operating Partnership may issue up to $325 million in
unsecured, non-convertible investment grade debt securities. The "shelf"
registration statements provide the Company and its Operating Partnership with
the flexibility to issue additional equity or debt securities from time to time
when we determine that market conditions and the opportunity to utilize the
proceeds from the issuance of such securities are favorable.
On May 15, 2000, we entered into a definitive merger agreement pursuant to which
we will merge into a wholly-owned subsidiary of Heritage Property Investment
Trust, Inc., a private real estate investment trust headquartered in Boston,
Massachusetts. Under terms of the agreement, our common stockholders will
receive $22.00 per share cash for each outstanding share of common stock. Each
of the limited partners of the Operating Partnership will be offered the
opportunity to receive the same cash consideration as the common stockholders,
or $22.00 per unit, in exchange for their limited partnership interest. The
holders of our 8.4% Series A Convertible Preferred Stock will receive
approximately $22.458 per share cash for each outstanding share of preferred
stock in accordance with their terms, based on the conversion ratio into common
stock of approximately 1.0208. On July 14, 2000, we mailed the definitive proxy
statement with respect to the merger to all common and preferred stockholders of
record as of July 7, 2000. The Special Meeting of Stockholders at which
stockholders will vote on the merger is scheduled for August 31, 2000. We
currently anticipate, assuming all other conditions to close are satisfied, that
the transaction will close by the end of the third quarter.
Mortgage debt outstanding at June 30, 2000 consisted of fixed-rate notes
totaling $93,436,000 with a weighted average interest rate of 7.7% maturing at
various dates through 2016. During the first quarter of 2000, we paid-off the
mortgage note secured by Watts Mill Plaza upon its maturity for $5,994,000 with
cash provided by the line of credit. Short-term liquidity requirements include
debt service payments due within one year. Scheduled principal payments of
mortgage debt totaled $835,000 during the six-month period ended June 30, 2000,
with another $872,000 of scheduled principal payments due for the remainder of
the year. We expect to fund short-term liquidity requirements with operating
cash flows and the line of credit. Prior to entering into the definitive merger
agreement, we had commenced negotiations to extend and modify the line of
credit, which expires in December 2000. While we currently expect the merger to
close in the third quarter, we expect that we would continue negotiations and be
able to extend and modify the line of credit on commercially reasonable terms if
the merger does not close. However, we believe the terms would be slightly more
expensive than the terms under the existing line of credit due
13
<PAGE> 14
to competitive market pressures. During the second quarter of 2000, the weighted
average interest rate on the line of credit was 7.4%. We have historically been
able to refinance debt when it has become due on terms which we believe to be
commercially reasonable. If the merger does not close, we would expect to fund
long-term liquidity requirements primarily through a combination of issuing
additional investment grade unsecured debt securities and equity securities and
with borrowings under the bank line of credit. However, there can be no
assurance that we would be able to repay or refinance our indebtedness on
commercially reasonable or any other terms.
Operating Activities
Net cash flows provided by operating activities increased to $33,576,000 during
the first half of 2000, from $30,528,000 during the same period in 1999. This
increase is primarily due to consistent cash flow growth from our existing core
portfolio, as well as cash generated from the acquisitions of six shopping
centers during 1999 and two additional shopping centers in 2000. The increase in
cash flow from these acquisitions was partially offset by the elimination of
cash flow resulting from the sales of six non-core properties during 1999 and
2000.
For the six months ended June 30, 2000, funds from operations ("FFO") increased
$336,000, or 1.2%, from $29,045,000 to $29,381,000. For the three months ended
June 30, 2000, FFO decreased $741,000, or 5.1%, from $14,544,000 to $13,803,000.
FFO for both the six and three-month periods was negatively impacted by a
provision for merger related expenses of $1,806,000 and $1,606,000,
respectively. Excluding the provision for merger related expenses, FFO for the
six and three-month periods increased $2,142,000, or 7.4%, and $865,000, or
5.9%, respectively. We generally consider FFO to be a relevant and meaningful
supplemental measure of the performance of an equity REIT because it is
predicated on a cash flow analysis, contrasted with net income, a measure
predicated on generally accepted accounting principles ("GAAP") which gives
effect to non-cash items such as depreciation. We compute FFO in accordance with
the March 1995 "White Paper" and November 1999 "National Policy Bulletin" on FFO
published by the National Association of Real Estate Investment Trusts
("NAREIT"), as income before allocation to minority interest (computed in
accordance with GAAP), excluding gains or losses from debt restructuring and
sales of property, plus depreciation and amortization, and after preferred stock
distributions and adjustments for unconsolidated partnerships and joint
ventures. Adjustments for unconsolidated partnerships and joint ventures are
computed to reflect FFO on the same basis. In computing FFO, we do not add back
to net income the amortization of costs incurred in connection with our
financing activities or depreciation of non-real estate assets. FFO does not
represent cash generated from operating activities in accordance with GAAP and
should not be considered as an alternative to cash flow as a measure of
liquidity. Since the NAREIT White Paper and National Policy Bulletin only
provide guidelines for computing FFO, the computation of FFO may vary from one
REIT to another. FFO is not necessarily indicative of cash available to fund
cash needs.
Investing Activities
Net cash flows used in investing activities decreased to $5,583,000 during the
first half of 2000, from $7,728,000 during the same period in 1999. During the
first half of 2000, we completed the acquisitions of two shopping centers
located in Missouri and Kansas aggregating approximately 360,000 square feet for
a total purchase price of approximately $19,103,000. We also invested
approximately $10,709,000 in four redevelopment initiatives, and sold three
properties aggregating 683,000 square feet for an aggregate net sales price of
$30,622,000. The net proceeds from the sales were used to reduce outstanding
borrowings under the line of credit, decreasing our overall debt while reducing
our exposure to increases in interest rates on our variable rate debt. During
the first half of 1999, we completed the acquisitions of two shopping centers
located in Michigan and Ohio aggregating 264,000 square feet for an aggregate
purchase price of approximately $13,853,000, invested approximately $2,249,000
in a redevelopment project, and sold three properties aggregating 434,000 square
feet for an aggregate net sales price of $16,899,000. During this period, we
also acquired the 50% non-owned portion of two shopping centers held by our
joint venture acquired in connection with the merger acquisition of Mid-America,
for a purchase price of approximately $7,750,000. The acquisition of the 50%
non-owned portion of the joint venture was completed after the joint venture
sold an enclosed mall to a third party for $12,100,000, including the assumption
of a $3,100,000 note receivable. Cash distributions received from the joint
venture during the first half of 1999 amounted to $3,943,000.
Financing Activities
Net cash flows used in financing activities increased to $32,427,000 during the
first half of 2000, from $23,954,000 during the same period in 1999.
Distributions to common and preferred share owners, as well as to the minority
interest, were $24,804,000 in the first half of 2000, and $24,063,000 in the
first half of 1999.
In November 1999, our Board of Directors authorized the repurchase of up to two
million shares of outstanding common stock from time to time through periodic
open market transactions or through privately negotiated transactions. During
the first half of 2000, we paid approximately $16,152,000 to repurchase 944,800
shares of common stock.
The two shopping centers acquired during the first half of 2000 were acquired
with cash provided by our line of credit. On March 10, 2000, we issued $75
million of unsecured Notes due March 15, 2006 at an interest rate of 8.875%. The
securities are rated "Baa3" by Moody's
14
<PAGE> 15
Investors Service and "BBB-" by Standard & Poor's Investment Services. Net
proceeds from the offering of approximately $74,981,000 were used to reduce the
outstanding balance under the line of credit. Although issuance of the unsecured
Notes will be dilutive to earnings in the short-term, the issuance of such fixed
rate debt extended our weighted average debt maturity, further spreading our
scheduled debt maturities, while reducing our exposure to increases in interest
rates on our variable rate debt.
During the first quarter of 1999, we issued two million 8.875% Series B
Cumulative Redeemable Perpetual Preferred Units to two institutional investors
at a price of $25.00 per unit. Net proceeds from the issuance of approximately
$49,100,000 were used to reduce outstanding borrowings under the line of credit.
The two shopping centers acquired during the first half of 1999 were acquired
with cash provided by our line of credit.
FORWARD LOOKING STATEMENTS
Statements made or incorporated in this Form 10-Q include "forward-looking"
statements. Forward-looking statements include, without limitation, statements
containing the words "anticipates," "believes," "expects," "intends," "future,"
and words of similar import which express our belief, expectations or intentions
regarding our future performance or future events or trends. We caution you
that, while forward-looking statements reflect our good faith beliefs, they are
not guarantees of future performance and involve known and unknown risks,
uncertainties and other factors, which may cause actual results, performance or
achievements to differ materially from anticipated future results, performance
or achievements expressed or implied by such forward-looking statements as a
result of factors outside of our control. Certain factors that might cause such
a difference include, but are not limited to, the following: Real estate
investment considerations, such as the effect of economic and other conditions
in general and in the midwestern United States in particular; the financial
viability of our tenants; the continuing availability of retail center
acquisitions, development and redevelopment opportunities in the Midwest on
favorable terms; the availability of equity and debt capital in the public
markets; the fact that returns from development, redevelopment and acquisition
activity may not be at expected levels; inherent risks in ongoing redevelopment
and development projects including, but not limited to, cost overruns resulting
from weather delays, changes in the nature and scope of redevelopment and
development efforts, and market factors involved in the pricing of material and
labor; the need to renew leases or relet space upon the expiration of current
leases; and the financial flexibility to refinance debt obligations when due.
Additionally, market or other factors could adversely affect Heritage's ability
to obtain the financing necessary to complete the merger or otherwise delay
closing of the merger. The statements made under the caption "Risk Factors"
included in the Company's Form 10-K for 1999 are incorporated herein by
reference. You should also refer to our proxy statement dated July 14, 2000
providing a summary of the terms of the merger including the conditions to the
closing of the merger. We undertake no obligation to update any forward looking
statements contained herein.
15
<PAGE> 16
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Not applicable
Item 2. CHANGES IN SECURITIES
Not applicable
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable
Item 5. OTHER INFORMATION
Not applicable
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit No. Description
----------- -----------
27 Financial Data Schedule
(b) Reports on Form 8-K
-------------------
The following Form 8-K was filed during the period April 1,
2000 through June 30, 2000:
1) Form 8-K filed May 16, 2000 (earliest event May 15,
2000), reporting in Item 5., an Agreement and Plan of
Merger whereby Bradley Real Estate, Inc. will merge
with and into a wholly-owned subsidiary of Heritage
Property Investment Trust, Inc.
16
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
Date: August 11, 2000
Bradley Real Estate, Inc.
Registrant
By: \s\Thomas P. D'Arcy
------------------------------------
Thomas P. D'Arcy
President and CEO
By: \s\Irving E. Lingo, Jr.
------------------------------------
Irving E. Lingo, Jr.
Chief Financial Officer
17
