10-Q 1 k86759e10vq.txt QUARTERLY REPORT FOR PERIOD ENDED 06/30/04 -------------------------------------------------------------------------------- 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, 2004 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 1-13092 MALAN REALTY INVESTORS, INC. (Exact name of registrant as specified in charter) Michigan 38-1841410 (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) Number) 30200 Telegraph Rd., Ste. 105 Bingham Farms, Michigan 48025 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (248) 644-7110 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 at least the past 90 days. YES [X] NO [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [X] As of August 13, 2004 5,125,370 shares of Common Stock, Par Value $.01 Per share, were outstanding. MALAN REALTY INVESTORS, INC. FORM 10-Q INDEX

2 MALAN REALTY INVESTORS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF NET ASSETS IN LIQUIDATION (LIQUIDATION BASIS) (IN THOUSANDS)

See Notes to Consolidated Financial Statements 3 MALAN REALTY INVESTORS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION (IN THOUSANDS) (UNAUDITED)

See Notes to Consolidated Financial Statements 4 MALAN REALTY INVESTORS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES In August 2002, based upon approval and recommendation of its Board of Directors, the Company's shareholders approved a plan of complete liquidation (the "Plan of Liquidation") of the Company. The Plan of Liquidation provides for the orderly sale of assets for cash or such other form of consideration as may be conveniently distributed to shareholders, payment of or establishing reserves for the payment of liabilities and expenses, distribution of net proceeds of the liquidation to common shareholders, and wind up of operations and dissolution of the company. The liquidation process was expected to take up to twenty-four months to complete. To the extent that the process will take longer than 24 months, the assets and liabilities of the Company will be transferred into a liquidating trust. Transfer to Liquidating Trust - The Company is continuing to liquidate its assets and currently expects that no later than August 27, 2004, any then remaining assets and liabilities will be transferred to the Malan Liquidating Trust (the "Trust"), a Delaware trust created July 30, 2004. Each shareholder of the Company will automatically become the holder of one unit of beneficial interest in the Trust for each share of Company common stock, and all outstanding shares of Company common stock will automatically be deemed cancelled. The Company has requested that the staff of the Securities and Exchange Commission ( the "SEC") permit the Trust to file abbreviated reports with the SEC in the form in which the Trust will report periodically to its beneficiaries, in lieu of filing the periodic reports that would be required to be filed with the SEC under Section 13 of the Securities Exchange Act of 1934. Subject to limited exceptions related to transfer by will, intestate succession or operation of law, the units WILL NOT BE TRANSFERABLE nor will a unit holder have authority, opportunity or power to sell or in any other manner dispose of any units. As a result, the beneficial interests in the Trust will not be listed on any securities exchange or quoted on any automated quotation system of a registered securities association. Shareholders who may need or wish liquidity with respect to their Company common stock before the Trust makes liquidating distributions should look into selling their shares while the common stock is still traded on an established market. Liquidation basis of accounting - As a result of the approval of the Plan of Liquidation by its shareholders, the Company adopted the liquidation basis of accounting for all periods beginning after September 30, 2002. On September 30, 2002, in accordance with the liquidation basis of accounting, assets were adjusted to estimated net realizable value and liabilities were adjusted to estimated settlement amounts, including estimated costs associated with carrying out the liquidation. The valuation of real estate held for sale is based on current contracts, estimates and other indications of sales value net of estimated selling costs. Actual values realized for assets and settlement of liabilities may differ materially from the amounts estimated. Due to the uncertainty in timing of anticipated sales of property, no provision has been made for estimated future cash flows from property operations. Basis of Presentation - The accompanying interim consolidated financial statements and related notes of the Company are unaudited; however, they have been prepared in accordance with generally accepted accounting principles for interim financial reporting for a company in voluntary liquidation, the instructions to Form 10-Q and the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared under generally accepted 5 accounting principles have been condensed or omitted pursuant to such rules. In the opinion of management, all adjustments consisted only of normal recurring adjustments considered necessary for a fair presentation of the Company's consolidated financial position and results of operations have been included. The results of such interim periods are not necessarily indicative of the results of operations for the full year. These financial statements should be read in conjunction with the Company's audited financial statements and other information included in the Company's Annual Report on the Form 10-K for the year ended December 31, 2003. Principles of Consolidation - The accompanying consolidated financial statements include the activity of the Company and its wholly owned subsidiaries, Malan Meadows, Inc., Malan Aurora Corp., Malan Pine Ridge LLC, Malan Midwest, LLC, Malan WSC, LLC, and Bricktown Malan LLC. All significant inter-company balances and transactions have been eliminated. Management Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 2. COMPENSATION PLANS During the six months ended June 30, 2004, the Company paid approximately $17,000 in employer matching contributions to its 401(k) retirement plan. 3. LIQUIDATING DISTRIBUTIONS During the process of adopting the Plan of Liquidation in 2002, the Company estimated that total liquidating distributions would be in the range of $4.75 to $8.50 per share. Subsequently, in July 2003 the Company revised this estimate downward to a range of $4.50 - $6.25 per share. The precise timing of distributions was uncertain. Through June 2004, total distributions have been $0.81 per share, with $0.51 per share being distributed in September 2003 and an additional $0.30 per share being distributed in January 2004. The liquidating distributions were made to maintain the Company's REIT status. The timing of future distributions remains uncertain. The Company's Net Assets in Liquidation as of June 30, 2004 (as shown in the Consolidated Statement of Net Assets in Liquidation found on page 3), are $30.085 million. This equates to approximately $5.87 per share. The stated range of shareholder distributions are estimates and actual results may be higher or lower than estimated. Due to the nature of the Company's assets and liabilities, there is very little potential for significant variance on the high end of the range of estimated distributions. This is because it is unlikely that the balance of the real estate assets owned by the Company would be sold for markedly more than the value carried on the Consolidated Statement of Net Assets in Liquidation. The potential for variance on either end of the range could occur for the following reasons. 1) Although every effort has been made to anticipate all of the costs associated with the liquidation, it is possible that there will be unanticipated costs that could reduce net assets actually realized. 2) If the Company were to wind up business significantly faster than anticipated some of the anticipated costs may not be necessary and net assets could be higher. 3) Although all of the remaining real estate assets are being valued based upon the Company's best current estimate of what the assets are worth, circumstances may change and the actual net 6 proceeds realized from the sale of some of the assets might be less, or significantly less, than currently estimated. Two possible reasons could be the discovery of new environmental issues or loss of a tenant, although there could be other reasons. 4. DEBT OBLIGATIONS As of June 30, 2004 and December 31, 2003, the Company had the following debt obligations:

On March 4, 2004 the Company announced a partial redemption call for $5 million of 9.5% convertible Subordinated Debentures. The portion of the Debentures being called were redeemed at par, plus accrued but unpaid interest, and retired. The payment was made April 14, 2004. On April 30, 2004 the Company announced the final redemption call for the remaining balance of $7.093 million of 9.5% convertible Subordinated Debentures. The remaining Debentures being called were redeemed at par, plus accrued but unpaid interest, and retired on June 1, 2004. Also in June 2004 the Company completed the sale of Woodriver Shopping Center generating proceeds of approximately $6.0 million, which were utilized to pay down the Salomon Brothers Realty Corp. loan to a balance of approximately $6.071 million. The Company made three additional paydowns on this loan out of excess working capital to fully retire this debt as of August 6, 2004. The payments were made as follows:

The final payment was offset by available funds on reserve with the lender of approximately $134,000. 5. PROPERTY TRANSACTIONS AND CLASSIFICATIONS During the six months ended June 30, 2004 and subsequent, the Company disposed of the following properties (in thousands): 7

Net cash generated from the sales was used for general working capital purposes and to pay down the outstanding balances on the Company's debt obligations referenced in footnote 4. As of August 5, 2004, the following propertiy is under contract for sale:

The above contract is subject to due diligence and other contingencies and is expected to close within the next 30 to 60 days from the date of this filing pending waiver of such contingencies. The Company has a signed letter of intent for the sale of 13 properties that were previously under contract. While the original contract and subsequent amendments have expired the Company retains the earnest money deposit and is in active negotiations with the buyer to reinstate the original contract. The Company has five properties that are not under contract or letter of intent. 6. COMMITMENTS AND CONTINGENCIES ENVIRONMENTAL ISSUES Prospective buyers of the Company's properties have raised environmental questions on certain properties during the due diligence period of purchase contracts. The issues generally involve residual contamination from (1) underground storage tanks removed from the properties a number of years ago or (2) solvents used by dry cleaner tenants. The Company has, with assistance from its environmental consultants, assessed the extent of contamination, the potential costs of any required remediation, and the viability of indemnification from third parties for all its properties. The Company's original estimates of the total costs related to investigation, assessment, review of these issues and remediation of known contamination was approximately $3.1 million at December 31, 2002. During 2003 the Company reduced its estimate of 8 environmental investigation and remediation costs by approximately $1.5 million based on actual costs and revisions in estimated remediation costs at several of the properties based on test results and further investigation of the issues. The Company has incurred approximately $1.2 million through June 30, 2004 and has a remaining accrual of anticipated costs of $577,000 OTHER The Company is obligated to provide lifetime health insurance benefits to its former CEO Anthony Gramer. At June 30, 2004 and December 31, 2003 the Company had approximately $350,000 and $116,000, respectively, reserved for this purpose although the actual amount could be greater. The increased reserve is based on valuations of health insurance plans currently being considered. 7. ESTIMATED LIQUIDATION COSTS Under the liquidation basis of accounting, the Company is required to estimate and record the costs associated with executing the plan of liquidation as a liability. These amounts can vary significantly due to, among other things, the timing and realized proceeds from property sales, the costs of retaining personnel, the costs of insurance, the timing and amounts associated with discharging known and contingent liabilities and the costs associated with cessation of the Company's operations. These costs are estimates and are expected to be paid out over the liquidation period. The change in the Company's Reserve for Estimated Liquidations Costs for the three months ended June 30, 2004 is detailed as follows:

The adjustment for the period is primarily due to legal and professional fees higher than anticipated. 8. SUBSEQUENT EVENTS In July 2004 4,000 shares of Company stock were issued upon the exercise of stock options by two directors of the Company under the Company's stock option plan for non-employee directors. The weighted average exercise price was $4.10. Also in July the Company received 10,886 shares of Kmart Holding Corp. stock in settlement of certain non-secured bankruptcy claims. The Company had a receivable of approximately $450,000 related to its former Kmart stores all of which had been fully reserved for. The bankruptcy claim was based on money owed as well as lost future revenue to the Company as a result of rejection of the store leases by Kmart. The Company sold the shares on July 26, 2004 for net proceeds of approximately $820,000. 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW In August 2002, the Company's shareholders approved a complete plan of liquidation of the Company (See "Plan of Liquidation" below). As a result, the Company adopted the liquidation basis of accounting for periods beginning after September 30, 2002. Accordingly, the Company ceased to record revenues and expenses after that date, and reports only the changes in Net Assets in Liquidation for the periods thereafter. CHANGES IN NET ASSETS IN LIQUIDATION Three Months Ended June 30, 2004 Net Assets in Liquidation increased $2.658 million from March 31, 2004 to June 30, 2004. Operating income including income from properties and interest expense on corporate and property specific debt was approximately $1.685 million during the period. Realized loss from the sale of assets was approximately $319,000 and the estimated fair value on the remaining properties held for sale increased $1.692 million based on updated analysis and signed contracts. The reserve for estimated liquidation costs increased approximately $400,000 primarily due to increases in actual other professional fees and legal fees over what was previously projected. Six Months Ended June 30, 2004 Net Assets in Liquidation increased $2.152 million from December 31, 2003 to June 30, 2004. Operating income including income from properties and interest expense on corporate and property specific debt was approximately $3.294 million during the period. Realized loss from the sale of assets was approximately $337,000 and the estimated fair value on the remaining properties held for sale increased $1.468 million based on updated analysis and signed contracts. The reserve for estimated liquidation costs increased approximately $737,000 primarily due to increases in actual other professional fees and legal fees over what was previously projected. A distribution of $1.536 million to shareholders was made January 26, 2004 LIQUIDITY AND CAPITAL RESOURCES Prior to approval by its shareholders in August 2002 of the Plan of Liquidation, cash flow from operations was the principal source of capital to fund the Company's ongoing operations. Efforts to increase cash flow over the past twelve months for repayment and retirement of impending debt maturities have centered on disposition of assets, refinancing of unencumbered properties and the leasing of vacant space and retention of existing tenants. The Company anticipates that its cash flow from operations and sales of property will be sufficient to fund its cash needs for payment of expenses during the liquidation period, capital expenditures, recurring debt service payments and repayment of debt maturities. Because of differences between the timing of property sales and the maturity of certain debt obligations coming due in 2004, the Company may need to refinance some properties and/or request extensions of existing financing agreements or obtain back-up financing arrangements (see "debt obligations" below). During the process of adopting the Plan of Liquidation in 2002, the Company estimated that total liquidating distributions would be in the range of $4.75 to $8.50 per share. Subsequently, in July 2003 the Company revised this estimate downward to a range of $4.50 - $6.25 per share. The precise timing of 10 distributions was uncertain. Through June 2004, total distributions have been $0.81 per share, with $0.51 per share being distributed in September 2003 and an additional $0.30 per share being distributed in January 200. The liquidating distributions were made to maintain the Company's REIT status. The timing of future distributions remains uncertain. The Company's Net Assets in Liquidation as of June 30, 2004 (as shown in the Consolidated Statement of Net Assets in Liquidation found on page 2), are $30.085 million. This equates to approximately $5.87 per share. The stated range of shareholder distributions are estimates and actual results may be higher or lower than estimated. Due to the nature of the Company's assets and liabilities, there is very little potential for significant variance on the high end of the range of estimated distributions. This is because it is unlikely that the balance of the real estate assets owned by the Company would be sold for markedly more than the value carried on the Consolidated Statement of Net Assets in Liquidation. The potential for variance on either end of the range could occur for the following reasons. 1) Although every effort has been made to anticipate all of the costs associated with the liquidation, it is possible that there will be unanticipated costs that could reduce net assets actually realized. 2) If the Company were to wind up business significantly faster than anticipated some of the anticipated costs may not be necessary and net assets could be higher. 3) Although all of the remaining real estate assets are being valued based upon the Company's best current estimate of what the assets are worth, circumstances may change and the actual net proceeds realized from the sale of some of the assets might be less, or significantly less, than currently estimated. Two possible reasons could be the discovery of new environmental issues or loss of a tenant, although there could be other reasons. DEVELOPMENTS AND REDEVELOPMENT Consistent with the Plan of Liquidation discussed below, the Company does not anticipate any new developments or substantial redevelopments. Selected redevelopment consistent with the Plan of Liquidation may occur. CAPITAL EXPENDITURES The Company incurs capital expenditures in the ordinary course of business in order to maintain its properties. Such capital expenditures typically include roof, parking lot and other structural repairs, some of which are reimbursed by tenants. Approximately $1.1 million is anticipated to be incurred in 2004 for capital expenditures (of which $65,000 has been incurred during the six months ended June 30, 2004). In order to procure new tenants or renegotiate expiring leases with current tenants, the Company will provide inducements such as building allowances or space improvements and will pay leasing commissions to outside brokers in accordance with prevailing market conditions. The total cost of these expenditures in 2004 is estimated to be approximately $668,000 (of which $5,000 was incurred during the six months ended June 30, 2004). These expenditures are generally funded out of operating cash flows. 11 SOURCES OF CAPITAL During the six months ended June 30, 2004 and subsequent, the Company disposed of the following properties (in thousands):

Net cash generated from the sales was used for general working capital purposes and to pay down the outstanding balances on the Company's debt obligations. As of August 5, 2004, the following propertiy is under contract for sale:

The final payment was offset by available funds on reserve with the lender of approximately $134,000. PLAN OF LIQUIDATION In August 2002, the Company's shareholders approved the Plan of Liquidation of the Company. The Plan of Liquidation provides for the orderly sale of assets for cash or such other form of consideration as may be conveniently distributed to shareholders, payment of or establishing reserves for the payment of liabilities and expenses, distribution of net proceeds of the liquidation to common shareholders, and wind up of operations and dissolution of the company. The liquidation process was expected to take up to twenty-four months from the date of approval to complete. In 2002, to assist in disposing its assets under the Plan of 13 Liquidation, the Company hired CB Richard Ellis, Inc., a leading national real estate brokerage firm, under an exclusive sales listing agreement, for the sale of substantially all of its real estate assets. The Company is continuing to liquidate its assets and currently expects that no later than August 27, 2004, any then remaining assets and liabilities will be transferred to the Malan Liquidating Trust (the "Trust"), a Delaware trust created July 30, 2004. Each shareholder of the Company will automatically become the holder of one unit of beneficial interest in the Trust for each share of Company common stock, and all outstanding shares of Company common stock will automatically be deemed cancelled. The Company has requested that the staff of the Securities and Exchange Commission ( the "SEC") permit the Trust to file abbreviated reports with the SEC in the form in with the Trust will report periodically to its beneficiaries, in lieu of filing the periodic reports that would be required to be filed with the SEC under Section 13 of the Securities Exchange Act of 1934. Subject to limited exceptions related to transfer by will, intestate succession or operation of law, the units WILL NOT BE TRANSFERABLE nor will a unit holder have authority, opportunity or power to sell or in any other manner dispose of any units. As a result, the beneficial interests in the Trust will not be listed on any securities exchange or quoted on any automated quotation system of a registered securities association. Shareholders who may need or wish liquidity with respect to their Company common stock before the Trust makes liquidating distributions should look into selling their shares while the common stock is still traded on an established market. As a result of the approval of the Plan of Liquidation, the Company adopted the liquidation basis of accounting for all periods beginning after September 30, 2002. On September 30, 2002, in accordance with the liquidation basis of accounting, assets were adjusted to estimated net realizable value and liabilities were adjusted to estimated settlement amounts, including estimated costs associated with carrying out the liquidation. The valuation of real estate held for sale is based on current contracts, estimates and other indications of sales value net of estimated selling costs. Actual values realized for assets and settlement of liabilities may differ materially from the amounts estimated. Under the liquidation basis of accounting, the Company is required to estimate and record the costs associated with executing the Plan of Liquidation as a liability. These amounts can vary significantly due to, among other things, the timing and realized proceeds from property sales, the costs of retaining personnel, the costs of insurance, the timing and amounts associated with discharging known and contingent liabilities and the costs associated with cessation of the Company's operations. These costs are estimates and are expected to be paid out over the liquidation period. The change in the Company's Reserve for Estimated Liquidations Costs for the three months ended June 30, 2004 is detailed as follows:

The adjustment for the period is primarily due to legal and professional fees higher than anticipated. 14 EMPLOYMENT CONTRACTS AND MANAGEMENT CHANGES In May 2003, the Board of Directors approved an amendment to extend its employment agreement with its President and Chief Executive Officer, Jeffrey D. Lewis, through September 30, 2004. Terms of the amendment include an increase in base salary to $275,000 per year, a non-renewal payment of $50,000 and a liquidation bonus based upon aggregate liquidating distributions to shareholders. At the August 2004 board meeting the Board of Directors extended this agreement through December 31, 2004. As of April 30, 2004 the Company terminated the consulting contract that had been in effect since October 1, 2003 with its former Chief Financial Officer, Secretary and Treasurer, Elliott J. Broderick. INFLATION Some of the Company's long-term leases contain provisions to mitigate the adverse impact of inflation on its results from operations. Such provisions include clauses entitling the Company to receive (i) scheduled base rent increases and (ii) percentage rents based upon tenants' gross sales, which generally increase as prices rise. In addition, many of the Company's non-anchor leases are for terms of less than ten years, which permits the Company to seek increases in rents upon re-rental at the then current market rates if rents provided in the expiring leases are below then existing market rates. Most of the Company's leases require tenants to pay a share of operating expenses, including common area maintenance, real estate taxes, insurance and utilities, thereby reducing the Company's exposure to increases in costs and operating expenses resulting from inflation. SAFE HARBOR STATEMENT Each of the above statements regarding anticipated results are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes the statements and projections are based upon reasonable assumptions, actual results may differ from those projected. Key factors that could cause actual results to differ materially include uncertainties regarding the length of time required to sell the Company's properties and execute the Plan of Liquidation, expenses incurred during the liquidation period, the Company's ability to retire or refinance its indebtedness as it comes due, the Company's success in selling assets, the changing market conditions affecting the sales price of its properties, the effect of changes in proceeds from property sales on liquidating distributions due to the Company's capital structure, economic downturns, leasing activities, bankruptcies and other financial difficulties of tenants, the cost of addressing environmental concerns, unforeseen contingent liabilities, other risks associated with the commercial real estate business, and other concerns as detailed in Management's Discussion and Analysis of Financial Condition and Results of Operations. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK The Company has exposure to interest rate risk on its debt obligations and interest rate instruments. Based on the Company's outstanding variable rate debt at June 30, 2004, a one percent increase or decrease in interest rates would decrease or increase, respectively, the Company earnings and cash flows by approximately $243,000 on an annualized basis. The interest expense increase associated with a rise in interest rates would only occur to the extent that notes rose to a level that cause the interest rate charged to exceed the interest rate floor with respect to the UBS Warburg loan. Currently interest rates are at a level such that interest expense is being paid based upon the "floor" of 6.5%. 15 ITEM 4. CONTROLS AND PROCEDURES Under the supervision and with the participation of the company's management, including the Company's principal executive officer and acting principal financial officer, the Company conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of the end of the period covered by the filing date of this report. Based on such evaluation, the Company's principal executive officer and acting principal accounting officer have concluded that the Company's disclosure controls and procedures are effective. There has been no changes in the Company's internal controls over financial reporting identified in connection with the evaluation referred to above that occurred during the last quarter and that has materially affected, or is reasonably likely to material affect, the Company's internal controls over financial reporting 16 MALAN REALTY INVESTORS, INC. PART II - OTHER INFORMATION Item 1: Legal Proceedings NONE Item 2: Changes in Securities ISSUER PURCHASES OF EQUITY SECURITIES

The Company had Convertible Debentures which were convertible into shares of Common Stock at a price of $17 per share. The Debentures were unsecured general obligations of the Company due July 15, 2004. In September 2003 the Company began a series of partial redemptions to retire the Debentures. The final redemption call was paid June 1, 2004 fully retiring this obligation. Item 3: Defaults Upon Senior Securities NONE Item 4: Submission of Matters to a Vote of Security Holders NONE Item 5: Other Information NONE 17 Item 6: Exhibits and Reports on Form 8-K a) Exhibit Index: 31.1 Certification of the Chief Executive Officer Filed with this document 31.2 Certification of the Acting Chief Financial Officer Filed with this document 32.1 Written Statement of the Chief Executive Officer Acting Chief Financial Officer Filed with this document b) Reports on Form 8-K

18 MALAN REALTY INVESTORS, INC. 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. MALAN REALTY INVESTORS, INC. By: /s/ Jeffrey D. Lewis --------------------------------- Jeffrey D. Lewis Chief Executive Officer By: /s/ Melinda M. Hale --------------------------------- Melinda M. Hale Acting Chief Financial Officer (acting principal accounting officer) Dated: August 13, 2004 19 EXHIBIT INDEX

MALAN REALTY INVESTORS INC 10-Q