-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, oBs4zo+XoQCJV5xdKNl6z425S4mDXBv3VM93qXGcKrA6vHisWZAdJ2zwL1BY5XOX RaAPYj0zPPvLZxY/j3OQJA== 0000950146-95-000391.txt : 199507170000950146-95-000391.hdr.sgml : 19950717 ACCESSION NUMBER: 0000950146-95-000391 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950531 FILED AS OF DATE: 19950714 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MGI PROPERTIES CENTRAL INDEX KEY: 0000068330 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 046268740 STATE OF INCORPORATION: MA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-06833 FILM NUMBER: 95553955 BUSINESS ADDRESS: STREET 1: 30 ROWES WHARF CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6173305335 MAIL ADDRESS: STREET 1: 30 ROWES WHARF CITY: BOSTON STATE: MA ZIP: 02110 FORMER COMPANY: FORMER CONFORMED NAME: MORTGAGE GROWTH INVESTORS DATE OF NAME CHANGE: 19880225 FORMER COMPANY: FORMER CONFORMED NAME: EASTERN SHOPPING CENTERS INC DATE OF NAME CHANGE: 19711121 10-Q 1 THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED PURSUANT TO RULE 901(d) OF REGULATIONS S-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Period Ended: May 31, 1995 Commission File Number: 1-6833 MGI PROPERTIES (Exact name of registrant as specified in its charter) MASSACHUSETTS 04-6268740 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporationor organization) 30 Rowes Wharf, Boston, Massachusetts 02110 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (617) 330-5335 N/A Former name, former address and former fiscal year, if changed since last report. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Common shares outstanding as of July 12, 1995: 11,489,438 Page 1 of 14 pages Exhibit Index appears on Page 13 MGI PROPERTIES INDEX PART I: FINANCIAL INFORMATION Page No. Item 1: Financial Statements Consolidated Balance Sheets 3 Consolidated Statements of Earnings 4 Consolidated Statements of Cash Flow 5 Consolidated Statements of Changes in Shareholders' Equity 6 Notes to Consolidated Financial Statements 7 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II: OTHER INFORMATION Items 1 - 6 11 Exhibit A: Computation of Earnings Per Share 12 Exhibit B: Amendments to Declaration of Trust 13 Signatures 14 - 2 - MGI PROPERTIES PART I -- FINANCIAL INFORMATION CONSOLIDATED BALANCE SHEETS
- -------------------------------------------------------------------------------------------------- May 31, 1995 November 30, 1994 (unaudited) - -------------------------------------------------------------------------------------------------- ASSETS Real estate, at cost $279,783,000 $267,530,000 Accumulated depreciation and amortization (35,646,000) (32,029,000) - -------------------------------------------------------------------------------------------------- Net investments in real estate 244,137,000 235,501,000 Cash 2,021,000 1,774,000 Short-term investments, at cost 2,922,000 11,118,000 U.S. Government securities, at cost 607,000 629,000 Other assets 8,718,000 7,013,000 - -------------------------------------------------------------------------------------------------- $258,405,000 $256,035,000 ================================================================================================== LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Mortgage and other loans payable $ 71,249,000 $ 70,954,000 Other liabilities 5,195,000 5,286,000 - -------------------------------------------------------------------------------------------------- Total liabilities 76,444,000 76,240,000 Deferred gain -- real estate 3,700,000 3,700,000 Shareholders' equity: Preferred shares -- $1 par value; 6,000,000 shares authorized; none issued -- -- Common shares -- $1 par value; 17,500,000 shares authorized; 11,489,438 issued (11,465,842 at November 30, 1994) 11,489,000 11,466,000 Additional paid-in capital 166,189,000 165,921,000 Undistributed (distributions in excess of) net income 583,000 (1,292,000) - -------------------------------------------------------------------------------------------------- Total shareholders' equity 178,261,000 176,095,000 - -------------------------------------------------------------------------------------------------- $258,405,000 $256,035,000 ==================================================================================================
See accompanying notes to consolidated financial statements. - 3 - MGI PROPERTIES CONSOLIDATED STATEMENTS OF EARNINGS (unaudited)
- ------------------------------------------------------------------------------------------------------------------------ Three Months Ended Six Months Ended May 31, 1995 May 31, 1994 May 31, 1995 May 31, 1994 - ------------------------------------------------------------------------------------------------------------------------ INCOME Rental and other income $11,161,000 $10,844,000 $21,882,000 $21,570,000 Interest on investment securities 122,000 93,000 322,000 167,000 Other 16,000 16,000 32,000 32,000 - ------------------------------------------------------------------------------------------------------------------------ Total Income 11,299,000 10,953,000 22,236,000 21,769,000 - ------------------------------------------------------------------------------------------------------------------------ EXPENSES Property operating expenses 2,958,000 3,087,000 5,920,000 6,120,000 Real estate taxes 1,403,000 1,333,000 2,795,000 2,707,000 Depreciation and amortization 1,906,000 2,011,000 3,797,000 3,907,000 Interest 1,399,000 1,466,000 2,811,000 2,932,000 General and administrative 713,000 676,000 1,387,000 1,276,000 - ------------------------------------------------------------------------------------------------------------------------ Total expenses 8,379,000 8,573,000 16,710,000 16,942,000 - ------------------------------------------------------------------------------------------------------------------------ Income before net gain 2,920,000 2,380,000 5,526,000 4,827,000 Net gain -- -- 1,400,000 450,000 - ------------------------------------------------------------------------------------------------------------------------ Net income $ 2,920,000 $ 2,380,000 $ 6,926,000 $ 5,277,000 ======================================================================================================================== PER SHARE DATA Income before net gain $0.25 $0.21 $0.48 $0.42 Net gain -- -- 0.12 0.04 - ------------------------------------------------------------------------------------------------------------------------ Net income $0.25 $0.21 $0.60 $0.46 ======================================================================================================================== Weighted average shares outstanding 11,484,293 11,446,617 11,479,645 11,443,963 ========================================================================================================================
See accompanying notes to consolidated financial statements. - 4- MGI PROPERTIES CONSOLIDATED STATEMENTS OF CASH FLOW (unaudited)
- ------------------------------------------------------------------------------------------------------------------------- Six Months Ended May 31, 1995 May 31, 1994 - ------------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 6,926,000 $ 5,277,000 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 3,797,000 3,907,000 Net gain (1,400,000) (450,000) Other (149,000) (1,140,000) - ------------------------------------------------------------------------------------------------------------------------- Net cash provided by operating activities 9,174,000 7,594,000 - ------------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES Acquisitions of real estate (10,074,000) (12,927,000) Additions to real estate (2,630,000) (1,093,000) Addition to construction in progress, net (3,078,000) -- Net proceeds from sales of real estate interests 4,738,000 2,286,000 Cash distributions from real estate partnerships -- 100,000 Decrease in U.S. Government securities, net 22,000 120,000 Other (1,495,000) 126,000 - ------------------------------------------------------------------------------------------------------------------------- Net cash used in investing activities (12,517,000) (11,388,000) - ------------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES Additions to mortgage and other loans payable, net 1,000,000 13,328,000 Repayment of mortgage and other loans payable (705,000) (7,037,000) Cash distributions (5,051,000) (4,806,000) Proceeds from sale of common shares and stock options exercised 150,000 79,000 - ------------------------------------------------------------------------------------------------------------------------- Net cash provided by (used in) financing activities (4,606,000) 1,564,000 - ------------------------------------------------------------------------------------------------------------------------- Net decrease in cash and short-term investments (7,949,000) (2,230,000) - ------------------------------------------------------------------------------------------------------------------------- CASH AND SHORT-TERM INVESTMENTS Beginning of period 12,892,000 11,816,000 - ------------------------------------------------------------------------------------------------------------------------- End of period $ 4,943,000 $ 9,586,000 =========================================================================================================================
See accompanying notes to consolidated financial statements. - 5 -
MGI PROPERTIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (unaudited) - ---------------------------------------------------------------------------------------------------------- Undistributed Number of Additional (Distributions Total Common Common Paid-in in Excess of) Shareholders' Shares Issued Shares Capital Net Income Equity - ---------------------------------------------------------------------------------------------------------- Balance at November 30, 1994 11,465,842 $11,466,000 $165,921,000 ($1,292,000) $176,095,000 Net Income -- -- -- 6,926,000 6,926,000 Distributions -- -- -- (5,051,000) (5,051,000) Dividend reinvestment and 7,895 8,000 103,000 -- 111,000 share repurchase plan Options exercised and other 15,701 15,000 165,000 -- 180,000 - ---------------------------------------------------------------------------------------------------------- Balance at May 31, 1995 11,489,438 $11,489,000 $166,189,000 $ 583,000 $178,261,000 ==========================================================================================================
See accompanying notes to consolidated financial statements. - 6 - MGI PROPERTIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Note 1: The results of the interim period are not necessarily indicative of results to be expected for the entire fiscal year. The figures contained in this interim report are unaudited and may be subject to year-end adjustments. In the opinion of management, all adjustments necessary for a fair presentation of financial position and results of operations have been included and such adjustments include only the normal accruals. Note 2: On June 22, 1995, the Board of Trustees declared a cash dividend of $.23 per share payable on July 13, 1995 to shareholders of record on July 6, 1995. This dividend will aggregate $2.6 million. Note 3: On June 28, 1995 the Trust acquired a 59,000 square-foot research and development facility located in Tewksbury, Massachusetts for a price of $2.3 million. The building is 100% occupied. Note 4: At May 31, 1995, the market value of U.S. Government securities was $0.6 million. Note 5: Interest paid amounted to $3.1 and $2.9 million for the six-month periods ended May 31, 1995 and May 31, 1994, respectively. The Trust capitalized $.3 million of interest during the six-month period ended May 31, 1995. Note 6: At May 31, 1995, options to purchase an aggregate of 656,311 shares, at exercise prices ranging from $7.375 to $15.375 per share, were outstanding under MGI's stock option plans for employees and Trustees. All options outstanding at May 31, 1995 expire on or before December 2004. Note 7: MGI intends to qualify for the year ended November 30, 1995 as a real estate investment trust under the provisions of Sections 856-860 of the Internal Revenue Code, as amended. Accordingly, no provision has been made for Federal income taxes. - 7 - MGI PROPERTIES PART I, ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources At May 31, 1995, liquidity was provided by $4.9 million in cash and investment securities (of which $3.2 million is collateral for a letter of credit) and by unused lines of credit totaling $22.0 million. Shareholders' equity of $178.3 million at May 31, 1995, when compared to $176.1 million at November 30, 1994, principally reflects net income in excess of distributions. Principal sources of funds in the first half of fiscal 1995 include property operations, the proceeds from the sale of an industrial property located in Memphis, Tennessee and advances from the Trust's credit facility. During the six months ended May 31, 1995, these resources were used to pay dividends of $5.1 million, to acquire a 38,000 square-foot office building located in Boston, Massachusetts at a price of $1.8 million, to acquire two Massachusetts industrial buildings totaling 296,500 square feet for an aggregate price of $8.2 million, to fund $1.7 million of tenant improvements and $0.9 million of capital improvements and to repay $0.7 million of indebtedness. In addition, the Trust advanced a net $3.1 million to fund construction loan advances related to the Bradlees department store, which is under construction. Total mortgage and other loans payable aggregated $71.2 million at May 31, 1995, a net increase of $0.3 million compared to November 30, 1994. The change resulted from an increase of $1.0 million on the outstanding amount under the Trust's lines of credit offset by scheduled principal amortization. In June 1995, the Trust completed a modification agreement with the existing lender of a mortgage note which extended the maturity of the note from January 1997 to June 1, 2000, lowered the effective rate of 9% to 8.5% and paid $3.0 million so as to reduce outstanding principal to $13.3 million. The Trust has executed commitments for two mortgage notes, one for $9.3 million with a fixed rate of 7.875% and a term of ten years and the second for $9.4 million with a fixed rate of 7.75% and a term of fifteen years. The borrowings should close in the third quarter and the proceeds will be used to repay variable rate debt and to fund real estate acquisitions and improvements. MGI believes it will continue to be able to extend or refinance maturing mortgage loans upon satisfactory terms. Scheduled loan principal payments due within twelve months of May 31, 1995 total $1.5 million. Cash requirements in 1995 include operations, distributions to shareholders, capital and tenant improvements and other leasing expenditures required to maintain MGI's occupancy levels and new investment undertakings. On June 28, 1995, the Trust acquired a 59,000 square-foot research and development facility located in Tewksbury, Massachusetts for a price $2.3 million. The Trust has also entered into an agreement for the purchase of a 66,000 square-foot research and development facility located in Littleton, Massachusetts. The acquisition is subject to the completion of due diligence and is expected to close in the third quarter for a price of approximately $2.3 million. On March 21, 1995, the Trust acquired a 189,000 square-foot research and development facility and simultaneously entered into a fifteen-year net lease with Avid Technology, Inc. for the entire building. The lease commits the Trust to tenant and capital improvements of up to approximately $6.3 million payable over a twenty-seven month period and the lease provides for corresponding increases in the rent as funds are advanced. - 8- MGI PROPERTIES PART I, ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) During 1994, the Trust signed a commitment to acquire a department store of approximately 100,000 square feet, which is under construction, and will be leased in its entirety by Bradlees under a twenty-year lease. On June 23, 1995 Bradlees announced that it filed for bankruptcy protection under Chapter 11 of the Federal Bankruptcy Code following recent public reports regarding credit and financial difficulties. The building is subject to MGI's $10,200,000 first-mortgage construction loan and certain guarantees of the developer and Bradlees and a pending purchase contract which, subject to certain terms and conditions (including occupancy by Bradlees), provides for MGI's acquisition of the completed building at an additional $900,000 above its construction loan. Under the Bankruptcy Code, Bradlees has sixty days from its filing, subject to the extension by the court, to either disavow or affirm its lease. If it disavows its lease, the landlord would be able to file a claim with the Bankruptcy Court as a general creditor. It is not known whether Bradlees will affirm or reject the lease in the bankruptcy proceeding. Should the lease be disavowed and the building be vacant for some period, the Trust presently estimates the earnings impact to be approximately $.025 per quarter. In addition, the Trust may acquire title to the property through foreclosure or otherwise. In any event, the Trust continues to believe that the building is strategically located and the strength of the real estate will ultimately be realized, although there can be no assurance thereof. Principal sources of funds in the future are expected to be from property operations, including those acquired in the future, lines of credit, mortgaging or refinancing existing mortgages on properties and MGI's portfolio of investment securities. Other potential sources of funds may include the proceeds of offerings of additional equity or debt securities or the sale of real estate investments. The cost of new borrowings or issuances of equity capital will be measured against the anticipated yields of investments to be acquired with such funds. The purchase of additional properties in 1995 may require the use of funds from MGI's lines of credit, new borrowings, the sale of properties currently owned or the issuance of equity securities. MGI believes the combination of cash and investment securities, the value of MGI's unencumbered properties and other resources are sufficient to meet its short- and long-term liquidity and operational requirements. Results of Operations Net income for the quarter ended May 31, 1995 was $2.9 million, or $0.25 per share, as compared to $2.4 million, or $0.21 per share in the corresponding quarter of 1994. Net income for the six months ended May 31, 1995 was $6.9 million, or $0.60 per share, and included $1.4 million, or $0.12 per share, of gain recognized in connection with the sale of an industrial building. Net income for the six months ended May 31, 1994 was $5.3 million, or $0.46 per share, and included a gain of $0.45 million, or $.04 per share, recognized in connection with the sale of a partnership interest. Funds from operations totaled $4.8 million, or $0.42 per share, in the 1995 second quarter, compared to $4.4 million, or $0.38 per share, in the corresponding quarter of 1994. Funds from operations in the six months ended May 31, 1995 and 1994 were $9.3 million, or $0.81 per share, and $8.7 million, or $0.76 per share, respectively. MGI defines funds from operations as net income (computed in accordance with generally accepted accounting principles), excluding gains (or losses) from debt restructuring, sales of property and similar non-cash items, depreciation and amortization charges and equity method partnership losses. MGI believes funds from operations is an appropriate supplemental measure of operating performance. The change in funds from operations is attributable to the same factors that affected income before net gain with the exception of depreciation and amortization expense. - 9 - MGI PROPERTIES PART I, ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) In comparing the second quarter of 1995 to that of the previous year, the increase of $0.5 million in income before net gain resulted principally from an increase of $0.4 million in property operating income with the balance due to higher interest income and lower interest expense which were offset in part by higher general and administrative expense. Property operating income, which is defined as rental and other income less property operating expenses and real estate taxes, increased to $6.8 million from $6.4 million. The change in property operating income reflects improvements in comparable properties owned throughout both quarters, as well as, the effect resulting from the sales and acquisitions of properties during 1994 and 1995. The properties sold had contributed $0.7 million of operating income in the second quarter of 1994. The loss of this income in 1995 was offset by $0.8 million of income from acquisitions and $0.3 million of improved results from previously-owned properties. With respect to the properties owned throughout both quarters, the improvement reflects overall lower operating expenses, the recovery of rent previously written off and overall higher occupancy for the portfolio compared to 1994. The same factors which contributed to the increase in income before net gain for the quarter also explain the $0.7 million increase in income before net gain for the six months ended May 31, 1995. Property operating income increased by $0.4 million due to improved results from previously-owned properties, while income lost due to properties sold was approximately equal to the $1.4 million of income from new acquisitions. The improvement in interest income of $0.2 million reflects higher levels of short term investments due to the sale of properties and higher rates. The decrease in interest expense is due to the capitalization of interest totaling $0.3 million related to the Bradlees' construction project. General and administrative expense has increased primarily as a result of personnel related expenditures. Average occupancy in the second quarter of 1995 was 94.2%, as compared to 93.5% in the comparable quarter of 1994. Average retail occupancy during the 1995 second quarter was 94.0% compared to 92.3% in the 1994 second quarter. Average occupancy in the office segment was 88.7% versus 87.9% for the second quarter of 1995 and 1994, respectively. The industrial segment was effectively at 100% occupancy through the second quarters of 1995 and 1994. Average residential occupancy increased to 95.3% from 93.9% for the comparable quarter of 1995 and 1994. Leases executed during the second quarter, related to 1995 expirations, totaled 123,000 square feet. At May 31, 1995 scheduled commercial lease expirations for the balance of 1995 approximate 228,000 square feet, of which 171,000 square feet is industrial, 51,000 square feet is office and 6,000 square feet is retail. Real estate investments are subject to a number of factors including changes in general economic climate, local conditions (such as an oversupply of space, a decline in effective rents or a reduction in the demand for real estate), competition from other available space, the ability of the owner to provide adequate maintenance, to fund capital and tenant improvements required to maintain market position and control of operating costs. In many markets in which the Trust owns real estate, over-building and local or national economic conditions have combined to produce a trend of lower effective rents and longer absorption periods for vacant space. As the Trust re-leases space, certain effective rents may continue to be less than those earned previously. Management believes its diversification by regional markets and property type reduces the risks associated with these factors and enhances opportunities for cash flow growth and capital gains potential, although there can be no assurance thereof. - 10 - MGI PROPERTIES PART II - OTHER INFORMATION Item 1: Legal Proceedings: Not applicable. Item 2: Changes in Securities. At the Annual Meeting of shareholders of the Trust, held on March 22, 1995 (the "Annual Meeting"), the shareholders of the Trust approved an amendment to Article VI, Section 6.1 of the Trust's Declaration of Trust (the "Declaration of Trust") which increased the number of authorized Preferred Shares from 2,000,000 to 6,000,000. Under the Declaration of Trust, the Board of Trustees is authorized to designate the terms of any series of Preferred Shares including dividend rates, voting rights, redemption prices and conversions or other special rights, if any, without further action by shareholders of the Trust. It is not possible to state the actual effect of the authorization of additional Preferred Shares upon the rights of holders of the Trust's Common Shares until the Board of Trustees determines the respective rights of the holders of one or more series of Preferred Shares. The effects of such issuance could include, however: (i) reduction of the amount otherwise available for payments of dividends on Common Shares if dividends are payable on the Preferred Shares, (ii) restrictions on dividends on Common Shares if dividends on the Preferred Shares are in arrears, (iii) dilution of the voting power of Common Shares if the Preferred Shares have voting rights and (iv) restrictions on the rights of holders of Common Shares to share in the Trust's assets upon liquidation until satisfaction of any liquidation preference granted to the holders of Preferred Shares. The Trust has no present plans to issue Preferred Shares. Item 3: Defaults upon Senior Securities: Not applicable. Item 4: Submission of Matters to a Vote of Security Holders. The following matters were submitted to a vote of shareholders at the Annual Meeting: a) The election of three Trustees to serve for a term of three years expiring on the date of the Trust's annual meeting in 1998 and until their successors are elected and qualified. The vote on this was W. Pearce Coues -- 10,503,260 affirmative and 113,110 withheld, Herbert D. Conant -- 10,492,728 affirmative and 123,642 withheld, George S. Bissell -- 10,468,727 affirmative and 147,643 withheld. b) The approval of an amendment to the Declaration of Trust increasing the number of authorized Preferred Shares from 2,000,000 to 6,000,000. The vote on this matter was 6,213,712 affirmative, 1,570,338 negative, 156,815 abstentions and 2,675,505 broker non-votes. Item 5: Other Information: Not applicable. Item 6: Exhibits and Reports on Form 8-K: a) Exhibits: -Eleventh and Twelfth Amendments of Second Amended and Restated Declaration of Trust (see page 13). -Computation of Earnings Per Share (see page 12). b) Reports on Form 8-K: None. - 11 - MGI PROPERTIES PART II - EXHIBIT A COMPUTATION OF EARNINGS PER SHARE
- ------------------------------------------------------------------------------------------------------------------- Three Months Ended Six Months Ended May 31, 1995 May 31, 1994 May 31, 1995 May 31, 1994 - -------------------------------------------------------------------------------------------------------------------- PRIMARY Net income $ 2,920,000 $ 2,380,000 $ 6,926,000 $ 5,277,000 ==================================================================================================================== Weighted average number of shares outstanding during the period 11,484,293 11,446,617 11,479,645 11,443,963 ==================================================================================================================== Primary earnings per share $.25 $.21 $.60 $.46 ==================================================================================================================== ASSUMING FULL DILUTION Net income $ 2,920,000 $ 2,380,000 $ 6,926,000 $ 5,277,000 ==================================================================================================================== Weighted average number of shares outstanding during the period 11,484,293 11,446,617 11,479,645 11,443,963 ==================================================================================================================== Earnings per share assuming full dilution $.25 $.21 $.60 $.46 ====================================================================================================================
Note: Outstanding stock options are not taken into account in the computation of earnings per share as they are not materially dilutive. - 12 - MGI PROPERTIES PART II - EXHIBIT B ELEVENTH AND TWELFTH AMENDMENTS OF SECOND AMENDED AND RESTATED DECLARATION OF TRUST Certificate of Eleventh Amendment of Second Amended and Restated Declaration of Trust The undersigned, a Trustee of MGI Properties (the "Trust"), hereby certifies pursuant to Article XIV, Section 14.3 of the Second Amended and Restated Declaration of Trust (the "Declaration of Trust") that a meeting of Trustees of the Trust duly called and held on September 21, 1994, in accordance with the Declaration of Trust, at which at least two-thirds of the Trustees then in office were present and voting throughout, pursuant to Section 13.1 of the Declaration of Trust, at least two-thirds of the Trustees of the Trust then in office voted to increase the number of Common Shares which the Trust shall have authority to issue, from 15,000,000 to 17,500,000 and to amend Section 6.1 of the Declaration of Trust to read in its entirety as follows: "Section 6.1 Description of Shares. The interest of the Shareholders hereunder shall be divided into shares of beneficial interest which shall be known collectively as "Shares," all of which shall be fully paid and no assessment shall ever be made upon Shareholders. There shall be two classes of Shares; one such class shall be known as "Common Shares," $1 par value, and other shall be known as "Preferred Shares," $1 par value. The number of Common Shares which the Trust shall have authority to issue is 17,500,000, and the number of Preferred Shares which the Trust shall have authority to issue is 2,000,000." /s/ W. Pearce Coues ------------------- W. Pearce Coues Certificate of Twelfth Amendment of Second Amended And Restated Declaration Of Trust The undersigned, a Trustee of MGI Properties (the "Trust"), hereby certifies pursuant to Article XIV, Section 14.3 of the Second Amended and Restated Declaration of Trust (the "Declaration of Trust") that at a annual meeting of the Shareholders of the Trust duly called and held on March 22, 1995, in accordance with the Declaration of Trust, at which a quorum was present and voting throughout, pursuant to Section 13.1 of the Declaration of Trust, the holders of Shares of the Trust representing not less than a majority of the total number of votes authorized to be cast by Shares of all classes then outstanding and entitled to vote thereon, voted to increase the number of Preferred Shares which the Trust shall have authority to issue from 2,000,000 to 6,000,000 and to amend Section 6.1 of the Declaration of Trust to read in its entirety as follows: "Section 6.1 Description of Shares. The interest of the Shareholders hereunder shall be divided into shares of beneficial interest which shall be known collectively as "Shares," all of which shall be fully paid and no assessment shall ever be made upon Shareholders. There shall be two classes of Shares; one such class shall be known as "Common Shares," $1 par value, and other shall be known as "Preferred Shares," $1 par value. The number of Common Shares which the Trust shall have authority to issue is 17,500,000, and the number of Preferred Shares which the Trust shall have authority to issue is 6,000,000." /s/ W. Pearce Coues ------------------- W. Pearce Coues - 13 - MGI PROPERTIES SIGNATURES Pursuant to the requirements to 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. Date: July 12, 1995 /s/ Phillip C. Vitali Phillip C. Vitali Executive Vice President and Treasurer (Chief Financial Officer) Date: July 12, 1995 /s/ David P. Morency David P. Morency Controller (Principal Accounting Officer) - 14 - EX-27 2 R14 FINANCIAL DATA SCHEDULE 1995 SECOND QTR 10-Q
5 1,000 3-MOS NOV-30-1995 MAY-31-1995 0 607 000 000 000 8,718 279,783 35,646 258,405 5,195 71,249 11,489 000 000 166,772 258,405 11,161 11,299 000 0 0 000 1,399 2,920 000 2,920 000 000 000 2,920 .25 .25
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