<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, 1998
-----------------------------
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, 1998, the registrant had 8,286,215 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 (Unaudited)
Consolidated Balance Sheets
at June 30, 1998 and December 31, 1997. 3
Consolidated Statements of Operations
for the Three and Six Months Ended June 30,
1998 and 1997. 4
Consolidated Statements of Cash Flows
for the Six Months Ended June 30,
1998 and 1997. 5
Notes to Consolidated Financial Statements. 6-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations. 9-12
Part II. Other Information 13
Signature Page 14
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>
ASSETS June 30, 1998 December 31, 1997
------------- -----------------
<S> <C> <C>
Cash $ ---- $ ----
Accounts receivable, net of allowance
of $191,000 and $175,000 1,893 1,744
Notes receivable, net of allowance of
$70,000 349 400
Property:
Land and land improvements 37,177 37,129
Buildings 115,280 114,935
Equipment and fixtures 557 559
----------- ------------
153,014 152,623
Less: Accumulated depreciation (35,310) (33,033)
----------- ------------
117,704 119,590
Investment in Mid-America Bethal
Limited Partnership 14,853 15,027
Intangible assets, less accumulated
amortization of $4,026,000 and $3,834,000 1,231 1,382
Other assets 2,710 2,387
----------- ----------
$ 138,740 $ 140,530
------------ ------------
------------ ------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgages and notes payable $ 62,721 $ 61,522
Accrued liabilities 2,401 2,095
------------ -----------
Total Liabilities 65,122 63,617
Commitments and Contingencies
Shareholders' Equity:
Common stock, $.01 par value; authorized
25,000,000 shares; issued and outstanding
8,286,215 and 8,284,743 shares 83 83
Capital in excess of par value 119,735 119,720
Distributions in excess of net income (46,200) (42,890)
------------ -----------
Total Shareholders' Equity 73,618 76,913
------------ -----------
$ 138,740 $ 140,530
------------ -----------
------------ -----------
</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,
-------- --------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES:
Rental income $ 4,292 $ 4,388 $ 8,625 $ 8,705
Reimbursement income 1,249 1,235 2,562 2,474
Property management and leasing income 56 43 97 88
Other income 107 149 232 336
----------- ---------- ----------- ----------
Total Revenues 5,704 5,815 11,516 11,603
EXPENSES:
Real estate taxes 711 710 1,471 1,486
Other property costs 877 999 1,665 1,877
Interest expense 1,329 1,388 2,670 2,800
Administrative expenses 303 350 623 700
Property management and leasing expenses 281 320 533 591
Provision for merger related expenses 293 ---- 376 ----
Depreciation and amortization 1,257 1,228 2,495 2,472
----------- ---------- ----------- ----------
Total Expenses 5,051 4,995 9,833 9,926
----------- ---------- ----------- ----------
Income Before Equity in
Earnings of Mid-America Bethal
Limited Partnership and Gain on Sale of
Real Estate 653 820 1,683 1,677
Equity in Earnings of Mid-America Bethal
Limited Partnership 211 262 476 518
----------- ---------- ---------- ----------
INCOME FROM OPERATIONS 864 1,082 2,159 2,195
Gain on Sale of Real Estate ---- ---- ---- 130
----------- ---------- ----------- ----------
NET INCOME $ 864 $ 1,082 $ 2,159 $ 2,325
----------- ---------- ----------- ----------
----------- ---------- ----------- ----------
Weighted Average Shares
Outstanding During Period 8,285,713 8,283,759 8,285,391 8,283,419
----------- ---------- ---------- ----------
----------- ---------- ---------- ----------
NET INCOME PER COMMON SHARE $ .10 $ .13 $ .26 $ .28
----------- ---------- ---------- ----------
----------- ---------- ---------- ----------
</TABLE>
See Notes to Consolidated Financial Statement
4
<PAGE>s
MID-AMERICA REALTY INVESTMENTS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(COLUMNAR DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Six Months Ended June 30,
-------------------------------
1998 1997
----------- ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 2,159 $ 2,325
Adjustments:
Depreciation and amortization 2,495 2,472
Gain on Sale of Real Estate ---- (130)
Investment in Mid-America Bethal
Limited Partnership:
Equity in earnings (476) (518)
Distributions received 650 700
Increase (decrease) in related liabilities 106 (16)
Increase in related assets (302) (697)
---------- -----------
Net Cash Flows From Operating Activities 4,632 4,136
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from Sale of Real Estate ---- 344
Principal repayments of Notes Receivable 70 48
Additions to property:
Expansion projects and other capital expenditures (192) (199)
Tenant improvements (199) (111)
Payments from Yield Maintenance Agreement ---- 1,517
Cash paid for leasing fees (42) (49)
----------- ----------
Net Cash Flows From Investing Activities (363) 1,550
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds (payments) on short-term debt, net 1,509 (1,763)
Scheduled principal payments on mortgages (310) (278)
Dividends paid (5,468) (3,645)
---------- ----------
Net Cash Flows From Financing Activities (4,269) (5,686)
---------- ----------
NET CHANGE IN CASH ---- ----
CASH, BEGINNING OF PERIOD ---- ----
---------- ----------
CASH, END OF PERIOD $ ---- $ ----
---------- ----------
---------- ----------
</TABLE>
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, 1998
(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 1997 Annual Report on Form 10-K for the year ended December 31,
1997.
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, 1998 and 1997 are
not necessarily indicative of the operating results for the full year.
All material intercompany transactions and profits have been eliminated in
consolidation.
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. Dilutive net income per share, which includes
common stock equivalents, as required by Statement of Financial Accounting
(SFAS) No. 128, "Earnings per Share", was determined to have no impact on
earnings per share.
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, 1998 December 31, 1997
------------- -----------------
<S> <C> <C>
BALANCE SHEETS:
Assets:
Cash $ 756 $ 823
Property, net of depreciation of
$9,027,000 and $8,471,000 28,316 28,652
Other Assets 644 592
----------- ------------
$ 29,716 $ 30,067
----------- ------------
----------- ------------
Liabilities and Partners' Capital:
Accounts payable and other
liabilities $ 10 $ 13
Partners' capital 29,706 30,054
---------- -----------
$ 29,716 $ 30,067
---------- -----------
---------- -----------
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Six Months Ended June 30,
-------------------------
1998 1997
---- ----
<S> <C> <C>
STATEMENTS OF OPERATIONS:
Total Revenues $ 2,222 $ 2,282
----------- -----------
----------- -----------
Net Income $ 951 $ 1,035
----------- -----------
----------- -----------
EQUITY IN EARNINGS OF MID-AMERICA
BETHAL RECORDED BY THE COMPANY $ 476 $ 518
----------- -----------
----------- -----------
</TABLE>
C. MORTGAGES AND NOTES PAYABLE:
Mortgages and notes payable are comprised of the following:
<TABLE>
<CAPTION>
June 30, 1998 December 31, 1997
------------- -----------------
<S> <C> <C>
Mortgages Payable $ 49,341 $ 49,651
Working Capital Line of Credit
($5,000,000 available at London International Bank
Offering Rate (LIBOR) plus 2% due July 1999) 1,715 ----
Acquisitions Line of Credit
($10,000,000 available at LIBOR plus 2% due July 1999) 10,000 10,000
Acquisitions Line of Credit
($15,000,000 available at LIBOR plus 2 1/4% due July 1998) 1,665 1,871
------------ -----------
$ 62,721 $ 61,522
----------- -----------
----------- -----------
</TABLE>
During July 1998, the Company extended the $15,000,000 acquisition Line of
Credit to September 1, 1998 under the same terms and conditions.
D. COMMITMENTS AND CONTINGENCIES:
In June 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 guaranteed 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 for five specific
properties purchased from the formerly related parties.
Under the YMA, the market value of these properties was determined as of
December 31, 1996. The determined market value was based on a 10.25%
capitalization rate applied to net operating income for the year ended
December 31, 1996. The determined market value of the properties was less
than the Company's adjusted acquisition cost, accordingly, the difference
was owed to the Company, subject to certain limits. The obligations of the
formerly related parties under the YMA was limited to $2,800,000.
During the second quarter of 1997, the Company received the final
settlement of approximately $1,421,000 due under the YMA. The proceeds,
which prior to receipt were not reflected in the consolidated financial
statements of the Company, were used to reduce bank line debt. In
addition, these amounts were not considered net income and were applied
against the carrying value of the properties purchased from the formerly
related parties.
7
<PAGE>
E. MERGER TRANSACTION:
Mid-America Realty Investments, Inc. and Bradley Real Estate, Inc. entered
into a Definitive Merger Agreement dated May 30, 1998, pursuant to which
Bradley will acquire Mid-America. The Merger and the Merger Agreement
were approved by the stockholders of Mid-America at its special meeting of
stockholders held on August 5, 1998.
Pursuant to the terms of the Merger Agreement, each share of Mid-America
common stock was exchanged for 0.42 shares of a newly created series of
Bradley preferred stock. The new Series A Convertible Preferred Stock will
pay an annual dividend equal to 8.4% of the $25.00 liquidation preference
and are convertible into shares of Bradley common stock at a conversion
price of $24.49 per share. The preferred stock is listed on the New
York Stock Exchange.
8
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- -------------------------------------------------------
LIQUIDITY AND CAPITAL RESOURCES:
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, 1998, the Company had invested approximately 96% 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.
The Company had a debt-to-equity ratio of .85 to 1 at June 30, 1998 compared
to .80 to 1 at December 31, 1997, based upon the ratio of mortgages and notes
payable to total shareholders' equity. The Company's ratio of debt to total
market capitalization was 43% at June 30, 1998 and 42% at December 31, 1997.
RESULTS OF OPERATIONS:
Net income for the six months ended June 30, 1998 was $2,159,000 or $.26 per
share compared to $2,325,000 or $.28 per share for the six months ended June
30, 1997, a dollar decrease of $166,000 or 7.1%. Net income for the three
months ended June 30, 1998 was $864,000 or $.10 per share, compared to
$1,082,000 or $.13 per share for the six months ended June 30, 1997, a
decrease of $218,000 or 20%.
The decrease in net income for the six and three months ended June 30, 1998
compared to the six and three months ended June 30, 1997 was primarily due to
approximately $376,000 of costs incurred in 1998 associated with the
Company's Merger Agreement with Bradley Real Estate, Inc. In addition, the
Company reported a $130,000 gain on sale of real estate during the three
months ended March 31, 1997 with no comparable gains recorded in 1998. These
items were in part offset by decreases in all other expense items, except
Depreciation and Amortization, which was due to the factors discussed below.
RENTAL INCOME:
Rental income for the six and three months ended June 30, 1998 was $8,625,000
and $4,292,000, respectively, compared to $8,705,000 and $4,388,000,
respectively, for the six and three months ended June 30, 1997. The decrease
is primarily related to a decrease in the percentage rent adjustment recorded
during the first six months of 1998 compared to the same period in 1997.
REIMBURSEMENT INCOME:
Reimbursement income for the six and three months ended June 30, 1998 was
$2,562,000 and $1,249,000 compared to $2,474,000 and $1,235,000 for the six
and three months ended June 30, 1997. This change was attributable to an
increase in the year end calculation adjustment of tenants' prorata share of
taxes, insurance and common area maintenance costs.
9
<PAGE>
PROPERTY MANAGEMENT AND LEASING INCOME:
Property management and leasing income, which primarily consists of lease and
property management fees from properties managed for Mid-America Bethal, was
$97,000 and $56,000, respectively, compared to $88,000 and $43,000,
respectively, for the six and three months ended June 30, 1997. This
increase was attributable to an increase in leasing activities at the
Mid-America Bethal properties during the six months ended June 30, 1998
compared to the same period in 1997.
OTHER INCOME:
Other income for the six and three months ended June 30, 1998 was $232,000
and $107,000, respectively, compared to $336,000 and $149,000, respectively,
for the six and three months ended June 30, 1997. The decrease was primarily
attributable to one time lease buyouts recorded in the first quarter of 1997
coupled with a decrease in temporary tenant income during the six months
ended June 30, 1998 compared to the same period in 1997.
OTHER PROPERTY COSTS:
Other property costs for the six and three months ended June 30, 1998 were
$1,665,000 and $877,000, respectively, compared to $1,877,000 and $999,000,
respectively, for the six and three months ended June 30, 1997, a decrease of
$212,000 and $122,000, respectively. The decrease was primarily attributable
to a decrease in legal and professional fees related to litigation arising
out of the normal course of business during the six months ended June 30,
1997, coupled with the timing of certain repair and maintenance costs.
INTEREST EXPENSE:
Interest expense for the six and three months ended June 30, 1998 was
$2,670,000 and $1,329,000, respectively, compared to $2,800,000 and
$1,388,000, respectively, for the six and three months ended June 30, 1997, a
decrease of $130,000 and $59,000, respectively. The Company's average total
debt was $61,897,304 during the six months ended June 30, 1998 compared to
$63,327,000 during the six months ended June 30, 1997. The Company's
weighted average cost of funds was 8.7% during the first six months of 1998
compared to 8.8% during the same period of 1997.
ADMINISTRATIVE EXPENSES:
Administrative expenses for the six and three months ended June 30, 1998 were
$623,000 and $303,000, respectively, compared to $700,000 and $350,000,
respectively, for the six and three months ended June 30, 1997, a decrease of
$77,000 and $47,000, respectively. The decrease was primarily attributable
to the Company's continuing cost control efforts.
PROPERTY MANAGEMENT AND LEASING EXPENSES:
Property management and leasing expenses for the six and three months ended
June 30, 1998 were $533,000 and $281,000, respectively, compared to $591,000
and $320,000, respectively, for the six and three months ended June 30, 1997,
a decrease of $58,000 and $39,000. The decrease was primarily attributable
to the elimination of one position in the Company's Marketing Department
coupled with other improved cost control efforts by the Company.
10
<PAGE>
PROVISION FOR MERGER RELATED EXPENSES:
The Company and Bradley Real Estate, Inc. are parties to a May 30, 1998
Agreement and Plan of Merger. For the six months ended June 30, 1998,
approximately $376,000 of costs associated with the merger transaction were
included in net income.
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 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, 1998 were
$5,238,000 and $2,601,000 or $.63 and $.31 per share, respectively, compared
to $4,852,000 and $2,399,000 or $.59 and $.29 per share, respectively, for
the six and three months ended June 30, 1997.
Funds From Operations is computed as follows:
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
June 30, June 30,
1998 1997 1998 1997
----------------------- --------------------
(In Thousands Except Per Share Data)
<S> <C> <C> <C> <C>
Net Income $ 2,159 $ 2,325 $ 864 $ 1,082
Depreciation and Amortization (1) 2,417 2,381 1,218 1,181
Gain on Sale of Real Estate (2) ---- (130) ---- ----
Provision for Merger Related Expenses 376 ---- 293 ----
Investment in Mid-America Bethal:
Equity in Earnings (476) (518) (211) (262)
Equity in Funds From Operations (3) 762 794 354 398
Other --- --- 83 ---
--------- -------- -------- --------
Funds From Operations $ 5,238 $ 4,852 $ 2,601 $ 2,399
--------- -------- -------- --------
--------- -------- -------- --------
</TABLE>
- --------------------
(1) Depreciation and Amortization for the six months ended June 30, 1998 and
1997, respectively, consisted of real property depreciation of $2,264,000
and $2,219,000, lease fee amortization of $103,000 and $111,000, and
intangible amortization of $50,000 and $51,000.
(2) Gain on Sale of Real Estate consists of a $130,000 gain on the sale of two
outlot parcels.
(3) Equity in Funds From Operations of Mid-America Bethal for the six months
ended June 30, 1998 and 1997, respectively, included real property
depreciation of $278,000 and $268,000, and lease fee amortization of $8,300
and $9,000.
The Funds From Operations reported above reflect recommendations contained in
the Funds From Operations White Paper (the "FFO White Paper") 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 January 1, 1996.
11
<PAGE>
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 LEASABLE AREA LEASED SPACE (1) LEASED%
--------------------------- --------------------------- ---------------------------
6/30/98 12/31/97 6/30/97 6/30/98 12/31/97 6/30/97 6/30/98 12/31/97 6/30/97
------- -------- ------- ------- -------- ------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Mid-America Realty Investments, Inc.:
Neighborhood shopping centers 1,841 1,812 1,812 1,754 1,726 1,704 95% 95% 94%
Enclosed malls 889 889 888 830 833 837 93% 94% 94%
------ ------- ------- ------ ------- ------ ------- ------- ------
2,730 2,701 2,700 2,584 2,559 2,541 95% 95% 94%
Mid-America Bethal L.P. (2) 538 538 538 512 498 501 95% 93% 93%
------ ------- ------- ------ ------ ------ ------- ------- -------
3,268 3,239 3,238 3,096 3,057 3,042 95% 94% 94%
------ ------- ------- ------ ------ ------ ------- ------- -------
------ ------- ------- ------ ------ ------ ------- ------- -------
</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.
12
<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 filed a report dated May 30, 1998 on Form 8-K reporting
the Agreement and Plan of Merger between Mid-America Realty
Investments, Inc. and Bradley Real Estate, Inc.
The Company filed a report dated July 22, 1998 on Form 8-K reporting
the issuance of a press release announcing second quarter results
of operations.
13
<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.
BRADLEY REAL ESTATE, INC., SUCCESSOR TO
MID-AMERICA REALTY INVESTMENTS, INC.
/s/ Thomas P. D'Arcy Date: August 12, 1998
- ----------------------------------- -------------------
Thomas P. D'Arcy
Chairman and CEO
/s/ Irving E. Lingo, Jr. Date: August 12, 1998
- ----------------------------------- -------------------
Irving E. Lingo, Jr.
Chief Financial Officer
14
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
- ------- ----------- ----
27 Financial Data Schedule....................... 16
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUN-30-1998
<PERIOD-END> JUN-30-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 2,503
<ALLOWANCES> 261
<INVENTORY> 0
<CURRENT-ASSETS> 2,242
<PP&E> 153,014
<DEPRECIATION> 35,310
<TOTAL-ASSETS> 138,740
<CURRENT-LIABILITIES> 2,401
<BONDS> 62,721
0
0
<COMMON> 83
<OTHER-SE> 73,535
<TOTAL-LIABILITY-AND-EQUITY> 138,740
<SALES> 0
<TOTAL-REVENUES> 11,516
<CGS> 0
<TOTAL-COSTS> 3,669
<OTHER-EXPENSES> 3,018
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,670
<INCOME-PRETAX> 2,159
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,159
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,159
<EPS-PRIMARY> .26
<EPS-DILUTED> .26
</TABLE>
