MID AMERICA REALTY INVESTMENTS INC
10-Q, 1996-08-09
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>

                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION

                               WASHINGTON, D.C.  20549

                                      FORM 10-Q

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    For the quarterly period ended               June 30, 1996
                                    -------------------------------------
                                          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     1-9663
                                              -------------

                         Mid-America Realty Investments, Inc.
- --------------------------------------------------------------------------------
                (Exact name of registrant as specified in its charter)




         Maryland                           47-0700007
- --------------------------------------------------------------------------------
    (State or other jurisdiction of      (I.R.S. Employer
    incorporation or organization)     Identification Number)


  11506 Nicholas Street, Suite 100, Omaha, NE      68154
- --------------------------------------------------------------------------------
  (Address of principal executive offices)       (Zip Code)


(Registrant's telephone number, including area code)    (402) 496-3300
                                                      --------------------------


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 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
                       ---


At July 31, 1996, the registrant had 8,282,171 shares of common stock
outstanding.




                                          1


<PAGE>




                 MID-AMERICA REALTY INVESTMENTS, INC. AND SUBSIDIARY

                                      FORM 10-Q





                                        INDEX

                                                                            Page

                                                                            ----
Part I.  Financial Information


    Item 1.   Financial Statements

                  Consolidated Balance Sheets
                   at June 30, 1996 and December 31, 1995.                    3

                  Consolidated Statements of Operations
                   for the Three and Six Months Ended June 30,
                   1996 and 1995.                                             4


                  Consolidated Statements of Cash Flows
                   for the Six Months Ended June 30,
                   1996 and 1995.                                             5

                  Notes to Consolidated Financial Statements.               6-8


    Item 2.   Management's Discussion and Analysis of
               Financial Condition and Results of
               Operations.                                                 8-11

Part II. Other Information                                                  12

Signatures                                                                  13


                                          2


<PAGE>

PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS


                 MID-AMERICA REALTY INVESTMENTS, INC. AND SUBSIDIARY
                             CONSOLIDATED BALANCE SHEETS

                                     (UNAUDITED)
                           (Columnar Dollars in Thousands)

<TABLE>
<CAPTION>

                                                                June 30, 1996     December 31, 1995
                                                                -------------     -----------------
<S>                                                             <C>               <C>
    ASSETS
Cash                                                              $     --            $     --
Accounts receivable, net of allowances
   of $198,000 and $175,000                                          1,906               1,497
Notes receivable, net of allowance of
   $160,000                                                            683                 742
Property:
   Land and land improvements                                       37,563              37,567
   Buildings                                                       114,329             113,602
   Equipment and fixtures                                              559                 559
   Construction-in-progress                                             66                 287
                                                                  --------            --------
                                                                   152,517             152,015
   Less:  Accumulated depreciation                                 (26,550)            (24,250)
                                                                  --------            --------
    Property, net                                                  125,967             127,765

Investment in Mid-America Bethal Limited Partnership                15,402              15,597
Intangible assets, less accumulated
   amortization of $3,181,000 and $2,948,000                         1,829               2,042
Other assets                                                         3,017               2,696
                                                                  --------            --------
                                                                  $148,804            $150,339
                                                                  --------            --------
                                                                  --------            --------

    LIABILITIES AND SHAREHOLDERS' EQUITY


Mortgages and notes payable                                       $ 65,543             $65,592
Accrued liabilities                                                  1,865               1,831
                                                                  --------            --------
    Total Liabilities                                               67,408              67,423

Commitment and Contingencies

Shareholders' Equity:
   Common stock, $.01 par value; 25,000,000 shares authorized;
    8,281,603 and 8,280,524 shares issued and outstanding               83                  83
   Capital in excess of par value                                  119,690             119,682
   Distributions in excess of net income                           (38,377)            (36,849)
                                                                  --------            --------
    Total Shareholders' Equity                                      81,396              82,916
                                                                  --------            --------

                                                                  $148,804            $150,339
                                                                  --------            --------
                                                                  --------            --------

</TABLE>

See notes to consolidated financial statements.



                                          3

<PAGE>

                 MID-AMERICA REALTY INVESTMENTS, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF OPERATIONS

                                     (UNAUDITED)
                (Columnar Dollars in Thousands Except Per Share Data)


<TABLE>
<CAPTION>

                                                        Three Months Ended             Six Months Ended
                                                        ------------------             ----------------
                                                              June 30,                      June 30,
                                                              --------                      --------
                                                       1996           1995           1996           1995
                                                        ----           ----           ----           ----
<S>                                                <C>            <C>            <C>            <C>
REVENUES:
    Rental income                                   $ 4,301        $ 4,092        $ 8,595        $ 8,223
    Reimbursed expenses                               1,280          1,191          2,585          2,438
    Property management and leasing income               58             60            102            112
    Other income                                        158            145            407            308
                                                     ------         ------         ------         ------

    Total Revenues                                    5,797          5,488         11,689         11,081

EXPENSES:
    Real estate taxes                                   837            768          1,593          1,471
    Other property costs                                885            940          1,713          1,797
    Interest expense                                  1,461          1,517          2,916          2,967
    Administrative expenses                             351            287            754            761
    Property management and leasing expenses            288            187            543            424
    Depreciation and amortization                     1,278          1,288          2,559          2,513
                                                     ------         ------         ------         ------

    Total Expenses                                    5,100          4,987         10,078          9,933
                                                     ------         ------         ------         ------

Income Before Equity in Earnings of
    Mid-America Bethal Limited Partnership              697            501          1,611          1,148

Equity in Earnings of Mid-America Bethal
    Limited Partnership                                 253            219            505            461
                                                     ------         ------         ------         ------

INCOME FROM OPERATIONS                                  950            720          2,116          1,609

Gain on Sale of Real Estate                              --           124              --           124
                                                     ------         ------         ------         ------

NET INCOME                                             $950           $844         $2,116         $1,733
                                                     ------         ------         ------         ------
                                                     ------         ------         ------         ------

Weighted Average Shares
    Outstanding During Period                     8,281,407      8,279,892      8,281,124      8,279,892
                                                  ---------      ---------      ---------      ---------
                                                  ---------      ---------      ---------      ---------

NET INCOME PER SHARE                                 $  .11         $  .10         $  .26         $  .21
                                                     ------         ------         ------         ------
                                                     ------         ------         ------         ------


</TABLE>


                   See notes to consolidated financial statements.


                                          4

<PAGE>

                 MID-AMERICA REALTY INVESTMENTS, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF CASH FLOWS


                                     (UNAUDITED)
                           (COLUMNAR DOLLARS IN THOUSANDS)

                                                      Six Months Ended June 30,
                                                      -------------------------
                                                        1996              1995
                                                      -------           -------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                                        $ 2,116           $ 1,733
  Adjustments:
       Depreciation and amortization                  2,559             2,513
       Investment in Mid-America Bethal
         Limited Partnership:
           Equity in earnings                          (505)             (461)
           Distributions received                       700               800
       Gain on sale of real estate                       --              (124)
       Increase in related liabilities                   42               211
       Increase in related assets                      (754)             (754)
                                                     ------            ------

Net Cash Flows From Operating Activities              4,158             3,918

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of real estate                      --               174
  Principal repayments of notes receivable               59                42
  Additions to property:
       Renovation and expansion projects               (392)             (591)
       Tenant improvements                             (129)             (244)
  Payments from Yield Maintenance Agreement              19                58
  Cash paid for leasing fees                            (21)             (108)
                                                     ------            ------
  Net Cash Flows From Investing Activities             (464)             (669)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds (payments) on short-term debt, net           230            (4,936)
  Proceeds of mortgages payable                          --            14,500
  Scheduled principal payments on mortgages            (280)           (9,008)
  Cash paid for loan fees                                --              (162)
  Dividends paid                                     (3,644)           (3,643)
                                                     ------            ------
  Net Cash Flows From Financing Activities           (3,694)           (3,249)
                                                     ------            ------

NET CHANGE IN CASH                                       --                --

CASH, BEGINNING OF PERIOD                                --                --
                                                     ------            ------

CASH, END OF PERIOD                                  $   --            $   --
                                                     ------            ------
                                                     ------            ------


                   See notes to consolidated financial statements.


                                          5

<PAGE>

                         MID-AMERICA REALTY INVESTMENTS, INC.
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 1996
                                     (UNAUDITED)
        (COLUMNAR DOLLARS IN FOOTNOTES ARE IN THOUSANDS EXCEPT PER SHARE DATA)

A.  BASIS OF CONSOLIDATION AND PRESENTATION:


    The unaudited consolidated financial statements are prepared on an accrual
    basis and include the accounts of Mid-America Realty Investments, Inc. (the
    "Company") and its wholly-owned subsidiary, Mid-America Centers Corp.  The
    unaudited consolidated financial statements should be read in conjunction
    with the audited consolidated financial statements included in the
    Company's 1995 Annual Report on Form 10-K for the year ended December 31,
    1995.

    The information furnished herein reflects all adjustments, which consist of
    normal recurring accruals, which are, in the opinion of management,
    necessary to fairly present the financial results for the interim periods
    presented.  The results for the six months ended June 30, 1996 and 1995 are
    not necessarily indicative of the operating results for the full year.

    All material intercompany transactions and profits have been eliminated in
    consolidation.  Certain reclassifications have been made to the 1995
    financial statements to conform to those classifications used in 1996.

    Net income per share was determined by dividing net income for the periods
    presented by the weighted average number of shares of common stock
    outstanding for the period.

B.  INVESTMENT IN MID-AMERICA BETHAL LIMITED PARTNERSHIP:

    Mid-America Bethal Limited Partnership ("Mid-America Bethal") was formed on
    June 1, 1989 by the Company and a European investor.  The Company has a 50%
    interest in Mid-America Bethal and is the managing general partner.  The
    European investor has a 50% interest and is the limited partner.

    Summarized financial information on Mid-America Bethal is as follows:


<TABLE>
<CAPTION>
                                                                     June 30, 1996   December 31, 1995
                                                                     -------------   -----------------
<S>                                                                  <C>             <C>
    BALANCE SHEETS:
      Assets:
         Cash                                                          $    762          $    817
         Property, net of depreciation of
          $6,828,000 and $6,278,000                                      29,494            29,940
         Other assets                                                       556               454
                                                                       --------          --------
                                                                       $ 30,812          $ 31,211
                                                                       --------          --------
                                                                       --------          --------

      Liabilities and Partners' Capital:
         Accounts payable and other
          liabilities                                                  $     10          $     18
         Partners' capital                                               30,802            31,193
                                                                       --------          --------
                                                                       $ 30,812          $ 31,211
                                                                       --------          --------
                                                                       --------          --------
</TABLE>

                                        6


<PAGE>

<TABLE>
<CAPTION>
                                                                        Six Months Ended June 30,
                                                                       -------------------------
                                                                          1996            1995
                                                                        -------          -------
<S>                                                                    <C>            <C>
    STATEMENTS OF OPERATIONS:
      Total Revenues                                                   $  2,235          $  2,140
                                                                       --------          --------
                                                                       --------          --------
      Net Income                                                       $  1,009          $    921
                                                                       --------          --------
                                                                       --------          --------
    EQUITY IN EARNINGS OF MID-AMERICA
    BETHAL RECORDED BY THE COMPANY:                                    $    505          $    461
                                                                       --------          --------
                                                                       --------          --------
</TABLE>
C.  MORTGAGES AND NOTES PAYABLE:

    Mortgages and notes payable are comprised of the following:

<TABLE>
<CAPTION>
                                                                       June 30, 1996  December 31, 1995
                                                                       -------------  -----------------
    <S>                                                                <C>            <C>
    Mortgages Payable                                                  $ 50,516          $ 50,796
    Working Capital Line of Credit
     ($5,000,000 available at London International Bank
     Offering Rate (LIBOR) plus 2% due July 1997)                           894               663
    Acquisitions Line of Credit
     ($10,000,000 available at LIBOR plus 2-1/2% due July 1997)           8,574             8,574
    Acquisitions Line of Credit
     ($15,000,000 available at Prime plus 1/2% due July 1996)             5,559             5,559
    Other                                                                    --                --
                                                                       --------          --------
                                                                       $ 65,543          $ 65,592
                                                                       --------          --------
                                                                       --------          --------
</TABLE>
    During the six months ended June 30, 1996, the Company completed the
    extension of the two Twin Oaks Centre mortgage loans with the existing
    lender.  These loans total $3,673,000 and have been extended for three
    years to April 1999, with an interest rate of 8.50%.

    Subsequent to June 30, 1996, the Company renegotiated the terms of its
    $15,000,000 acquisition line of credit.  The line has been extended to July
    1997 at an interest rate of LIBOR plus 250 basis points, with a non-use fee
    of 25 basis points on the committed amount.

D.  COMMITMENTS AND CONTINGENCIES:


    In 1992, the Company entered into a Yield Maintenance Agreement (as
    amended, the "YMA") with parties formerly related to the Company.  Under
    the YMA, the formerly related parties guarantee a 10% return from June 1,
    1992 to December 31, 1996, calculated on a quarterly basis, to the Company
    based upon the amount of the Company's "Investment Base" (as defined in the
    YMA) for five specific properties purchased from the formerly related
    parties.  If the cash flow (as defined in the YMA) of the properties after
    debt service on a quarterly basis does not exceed the required 10% return,
    the difference (defined as the "Arrearage" in the YMA) is owed to the
    Company by the formerly related parties.  The formerly related parties have
    the option of paying the Arrearage in cash every quarter or having it added
    to the "Investment Base."

    Under the YMA, the market value of these properties will be determined as
    of December 31, 1996.  The determined market value will be based on a
    10.25% capitalization rate applied to "net operating income" (as defined in
    the YMA) for the year ended December 31, 1996.  If the determined market
    value of the properties is different than the Company's "adjusted
    Acquisition Cost" (as defined in the YMA), the difference will be paid by
    or owed to the Company, subject to certain limits as defined in the YMA.

    The obligations of the formerly related parties under the YMA are limited
    to $2,800,000 and are secured by promissory notes.  The promissory notes
    are personally guaranteed by the formerly related parties and

                                          7
<PAGE>

    are collateralized by specific tangible collateral.  In addition, under the
    YMA, the Company has an assignment of a 50% interest in Kearney Mall
    Associates, Ltd., Limited Partnership ("Kearney Mall Associates"), whose
    limited partners were formerly related to the Company, which owns Hilltop
    Mall in Kearney, Nebraska.  Cumulative amounts received under this
    agreement totaled $1,247,000 through June 30, 1996 and reduce the
    guaranteed limits described above.

    At June 30, 1996, accumulated YMA arrearages (which are not reflected in
    the consolidated financial statements) exceeded the guaranteed limits.  The
    final accumulated YMA arrearage cannot be calculated until December 31,
    1996.

E.  SUBSEQUENT EVENTS:

    Subsequent to June 30, 1996, the Company was approached with an offer to
    sale Westview Plaza located in McCook, Nebraska.  The estimated selling 
    price is $425,000 resulting in an estimated loss of approximately $400,000.
    In addition, preliminary negotiations have begun on the sale of Town West
    Center in Paragould, Arkansas.  The Company anticipates the selling price
    to be approximately $3,800,000 resulting in a gain of approximately
    $150,000.  The Company expects to use the proceeds from the potential sales
    to reduce debt which will reduce future interest expense.


    On July 23, 1996, the Company declared a cash dividend of $.22 per common
    share payable on August 20, 1996 to stockholders of record on August 6,
    1996.

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAPITAL RESOURCES AND LIQUIDITY:

The Company's primary source of funds are (i) cash generated from operations
which includes distributions from Mid-America Bethal, (ii) borrowings, (iii)
sales of real estate, and (iv) principal repayments on notes receivable.
Management anticipates that these sources will provide the necessary funds for
its operating expenses, interest expense on outstanding indebtedness, recurring
capital expenditures and dividends to shareholders in accordance with REIT
requirements, during the next twelve months.  Management also believes that it
has capital, and the access to capital resources, sufficient to expand and
develop its business in accordance with its strategy for growth.  In general,
the Company intends to acquire and finance additional real estate properties and
investments, to the extent possible, in such a manner as to maintain the ability
to make regular distributions to shareholders.  However, the future issuance of
debt or equity securities by the Company or the acquisition of new properties or
investments could affect the yield to shareholders.

At June 30, 1996, the Company had invested approximately 95% of its assets in
enclosed malls and neighborhood shopping centers, including the Company's
investment in Mid-America Bethal.  The remainder of the Company's assets
primarily consisted of accounts and notes receivable.

At June 30, 1996, the Company had a debt-to-equity ratio of .81 to 1, compared
to .79 to 1 at December 31, 1995, based upon the ratio of mortgages and notes
payable to total shareholders' equity.  The Company's ratio of debt to total
market capitalization was 48% at June 30, 1996 and 51% at December 31, 1995.


                                          8

<PAGE>

INVESTING ACTIVITIES:

During the six months ended June 30, 1996, net cash flows used in investing
activities were $464,000 which related primarily to costs associated with the
expansions at Lakewood Mall and Monument Mall and tenant improvements.  These
costs were offset by principal repayments on notes receivable and payments under
the YMA.

In March 1996, the Company completed the expansion at the Herberger's department
store at Lakewood Mall from 55,000 square feet to nearly 80,000 square feet, at
a total cost of $515,000.  Cash paid for the Lakewood Mall expansion during the
six months ended June 30, 1996 was $244,000.

During the second quarter 1996, the Company began construction on a 12,857
square foot theatre expansion at Monument Mall at a total cost estimated at
approximately $767 ,000.  Cash paid for the Monument Mall theatre expansion
during the six months ended June 30, 1996 was approximately $66,000.

During the six months ended June 30, 1996, cash paid for tenant improvements was
$129,000.  Cash paid for lease fees was $21,000.

FINANCING ACTIVITIES:

During the six months ended June 30, 1996, net cash flows used in financing
activities were $3,694,000 which related primarily to dividends paid of
$3,644,000.  For a description of certain mortgage refinancing and line of
credit extensions during the fiscal year to date, see Note C to the Unaudited
Consolidated Financial Statements.

RESULTS OF OPERATIONS:

Net income for the six months ended June 30, 1996 was $2,116,000 or $.26 per
share compared to $1,733,000 or $.21 per share for the six months ended June 30,
1995.  Net income for the three months ended June 30, 1996 was $950,000 or $.11
per share, compared to $844,000 or $.10 per share for the three months ended
June 30, 1995.  The increase in both the six and three months ended June 30,
1996 compared to the six and three months ended June 30, 1995 was due primarily
to increased rental income resulting from additional revenues from recent
expansion activities, the effect of new leases, a decrease in the weighted
average cost of funds, and the impact of the purchase of the Twin Oaks Centre in
April 1995.  Offsetting this increase is an increase in total expenses.

RENTAL INCOME:

Rental income for the six and three months ended June 30, 1996 was $8,595,000
and $4,301,000, respectively, compared to $8,223,000 and $4,092,000,
respectively, for the six and three months ended June 30, 1995.  The increase of
$209,000 for the second quarter of 1996 compared to the second quarter of 1995
and $372,000 for the six months ended June 30, 1996 compared to the six months
ended June 30, 1995 was due primarily to the effects of new leases, expansion
activities, rent increases and the full six month impact of the acquisition of
the Twin Oaks Centre in April 1995.

REIMBURSEMENT INCOME:

Reimbursement income for the six and three months ended June 30, 1996 was
$2,585,000 and $1,280,000, respectively, compared to $2,438,000 and $1,191,000,
respectively, for the six and three months ended June 30, 1995.  The increase
was due primarily to the acquisition of the Twin Oaks Centre in April 1995 and
the effects of new leases.


                                          9



<PAGE>



OTHER INCOME:

Other income for the six and three months ended June 30, 1996 was $407,000 and
$158,000, respectively, compared to $308,000 and $145,000, respectively, for the
six and three months ended June 30, 1995.  The increase is primarily
attributable to a $90,000 final settlement from the Company's investment in
Valley Park Center.

OTHER PROPERTY COSTS:

Other property costs for the six and three months ended June 30, 1996 were
$1,713,000 and $885,000, respectively, compared to $1,797,000 and $940,000,
respectively, for the six and three months ended June 30, 1995.  The decrease is
primarily attributable to the continued impact of the cost control initiatives
implemented by the Company in late 1994.

INTEREST EXPENSE:

Interest expense for the six and three months ended June 30, 1996 was $2,916,000
and $1,461,000, respectively, compared to $2,967,000 and $1,517,000,
respectively, for the six and three months ended June 30, 1995.  The decrease in
interest expense for the six and three months ended June 30, 1996 compared to
the same period one year ago is primarily related to a decrease in the weighted
average cost of funds partially offset by an increase in the Company's average
debt outstanding.  The Company's weighted average cost of funds was 8.9% during
the first six months of 1996 compared to 9.2% during the same period of 1995.
The Company's average total debt was $65,657,000 during the six months ended
June 30, 1996 compared to $64,836,000 during the six months ended June 30, 1995.

ADMINISTRATIVE EXPENSES:

Administrative expenses for the six months ended June 30, 1996 were $754,000,
compared to $761,000 for the six months ended June 30, 1995, a decrease of
$7,000.  The decrease relates primarily to the continued impact of improved cost
control initiatives.

PROPERTY MANAGEMENT EXPENSES:

Property management expenses for the six and three months ended June 30, 1996
were $543,000 and $288,000, respectively, compared to $424,000 and $187,000,
respectively, for the six and three months ended June 30, 1995.  The increase is
primarily attributable to the impact of the acquisition of the Twin Oaks Centre
in April 1995, an increase in leasing activities and timing of certain property
management expenses.

FUNDS FROM OPERATIONS:

Management considers Funds from Operations to be the most appropriate measure of
the performance of an equity real estate investment trust ("REIT").  The Company
defines Funds From Operations as net income before gains/losses from property
sales adjusted for non-cash items in the income statement, such as depreciation
and amortization.  Funds from Operations is a supplemental measure of
performance that does not replace net income (loss) as a measure of performance
or net cash provided by operating activities as a measure of liquidity.

Funds From Operations for the six and three months ended June 30, 1996 were
$4,760,000 and $2,318,000 or $.57  and $.28 per share, respectively, compared to
$4,264,000 and $2,081,000 or $.52 and $.25 per share, respectively, for the six
and three months ended June 30, 1995.  The increase is primarily attributable to
the positive impact of the April 1995 acquisition of the Twin Oaks Centre, an
increase in rental income due to recent expansion activities, the effect of new
leases and, to a lesser degree, an increase in base rent.


                                          10

<PAGE>

Funds From Operations is computed as follows:

<TABLE>
<CAPTION>

                                                          Six Months Ended          Three Months Ended
                                                              June 30,                     June 30,
                                                       1996           1995           1996           1995
                                                     ----------------------        ------------------------
                                                             (In Thousands Except Per Share Data)
<S>                                                  <C>            <C>            <C>            <C>
Net Income                                          $ 2,116        $ 1,733         $  950         $  844
Depreciation and Amortization (1)                     2,453          2,366          1,227          1,212
Proceeds from investment in Valley Park Center          (90)            --             --             --
Gain on sale of real estate                              --           (124)            --           (124)
Investment in Mid-America Bethal:
    Equity in Earnings                                 (505)          (461)          (253)          (218)
    Equity in Funds From Operations (2)                 786            750            394            367
                                                    --------       --------       --------       --------

Funds From Operations                               $ 4,760        $ 4,264        $ 2,318        $ 2,081
                                                    --------       --------       --------       --------
                                                    --------       --------       --------       --------

</TABLE>
- ------------
(1) Depreciation and Amortization for the six months ended June 30, 1996
    consisted of real property depreciation of $2,278,000, lease fee 
    amortization of $125,000, and intangible amortization of $50,000.  
    Repairs and maintenance expensed as "Property Costs" during the 
    six months ended June 30, 1996 totaled $260,400.

(2) Equity in Funds From Operations of Mid-America Bethal for the six months
    ended June 30, 1996 included real property depreciation of $544,000 and 
    lease fee amortization of $18,483.

The 1996 Funds From Operations reported above reflect recommendations contained
in the Funds From Operations White Paper (the "FFO White Paper") recently
adopted by the National Association of Real Estate Investment Trusts to
standardize financial reporting by real estate investment trusts.  The Company
adopted the recommendations prescribed in the FFO White Paper for reporting
periods beginning after January 1, 1996.  In addition, 1995 Funds From
Operations has been restated to conform to the prescribed FFO White Paper.

TENANT AND LEASING INFORMATION:

The following tables set forth information concerning each of the properties
that the Company owns directly or has an equity interest in through Mid-America
Bethal Limited Partnership:


<TABLE>
<CAPTION>

                                                                       (SQUARE FOOTAGE IN THOUSANDS)

                                           GROSS LEASEABLE AREA              LEASED SPACE (1)                LEASED %
                                        6/30/96   12/31/95   6/30/95   6/30/96   12/31/95  6/30/95   6/30/96   12/31/95   6/30/95
                                        -------   -------   --------   -------   --------  -------   -------   --------   -------
<S>                                     <C>       <C>       <C>        <C>       <C>       <C>       <C>       <C>        <C>
Mid-America Realty Investments, Inc.:
  Neighborhood shopping centers         1,774     1,771     1,800     1,700     1,695     1,731       96%       96%       96%
  Enclosed malls                          869       863       863       823       795       798       95%       92%       93%
                                        -----     -----     -----     -----     -----     -----       --        --        --

                                        2,643     2,634     2,663     2,523     2,490     2,529       96%       95%       95%
Mid-America Bethal L.P. (2)               539       538       538       487       475       499       90%       88%       93%
                                        -----     -----     -----     -----     -----     -----       --        --        --
                                        3,182     3,172     3,201     3,010     2,965     3,028       95%       93%       95%
                                        -----     -----     -----     -----     -----     -----       --        --        --
                                        -----     -----     -----     -----     -----     -----       --        --        --


</TABLE>
- ------------
(1) Leased space represents the percentage of gross leasable area which is
    leased to third-party tenants.

(2) The Company owns a 50% partnership interest in Mid-America Bethal Limited
    Partnership.  All information presented is for the entire partnership.


                                          11

<PAGE>

PART II. OTHER INFORMATION
ITEM 5.  EXHIBITS AND REPORTS ON FORM 8-K

    A.   EXHIBITS

         27   Financial Data Schedule

    B.   REPORTS ON FORM 8-K

         The Company did not file any reports on Form 8-K during the quarter
         ended June 30, 1996.


                                          12


<PAGE>

                                      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 thereunto duly authorized.

MID-AMERICA REALTY INVESTMENTS, INC.



/s/  Jerome L. Heinrichs               Date:     August 9, 1996
- ------------------------------              -------------------------
Jerome L. Heinrichs,
 Chief Executive Officer



/s/  Dennis G. Gethmann                Date:     August 9, 1996
- ------------------------------              -------------------------
Dennis G. Gethmann
 President and Principal Financial Officer


                                          13


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          JUN-30-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                               0
<SECURITIES>                                         0
<RECEIVABLES>                                    2,947
<ALLOWANCES>                                       358
<INVENTORY>                                          0
<CURRENT-ASSETS>                                 3,305
<PP&E>                                         152,517
<DEPRECIATION>                                  26,550
<TOTAL-ASSETS>                                 148,804
<CURRENT-LIABILITIES>                            1,865
<BONDS>                                         65,543
                                0
                                          0
<COMMON>                                            83
<OTHER-SE>                                      81,313
<TOTAL-LIABILITY-AND-EQUITY>                   148,804
<SALES>                                              0
<TOTAL-REVENUES>                                11,689
<CGS>                                                0
<TOTAL-COSTS>                                    3,834
<OTHER-EXPENSES>                                 2,808
<LOSS-PROVISION>                                    15
<INTEREST-EXPENSE>                               2,916
<INCOME-PRETAX>                                  2,116
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                              2,116
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     2,116
<EPS-PRIMARY>                                      .26
<EPS-DILUTED>                                      .26
        

</TABLE>


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