-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TIBri4E7eCoP7H2wTHRbgLFOHVHFqhvlZr/W0oO2xGs6saNmItMFvZIGSx1dW6f4 3lMt9w5poL8ru0s9glhp4A== 0000950146-96-001782.txt : 19961015 0000950146-96-001782.hdr.sgml : 19961015 ACCESSION NUMBER: 0000950146-96-001782 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960831 FILED AS OF DATE: 19961011 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: 96642390 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 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: August 31, 1996 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.) incorporation or organization) One Winthrop Square, Boston, Massachusetts 02110 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (617) 422-6000 ------------------------- 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 October 10, 1996: 11,558,457 Page 1 of 15 pages Exhibit Index appears on Page 14 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 Exhibit A: Computation of Earnings Per Share 13 PART II: OTHER INFORMATION Items 1 - 6 14 Signatures 15 - 2 - MGI PROPERTIES PART I -- FINANCIAL INFORMATION CONSOLIDATED BALANCE SHEETS
- ---------------------------------------------------------------------------------- August 31, 1996 November 30, 1995 (unaudited) - ---------------------------------------------------------------------------------- ASSETS Real estate, at cost $357,263,000 $293,469,000 Accumulated depreciation and amortization (42,852,000) (36,375,000) - ---------------------------------------------------------------------------------- Net investments in real estate 314,411,000 257,094,000 Cash 2,824,000 2,456,000 Short-term investments, at cost 4,621,000 4,589,000 Accounts receivable 3,356,000 3,354,000 Other assets 9,576,000 7,158,000 ================================================================================== $334,788,000 $274,651,000 ================================================================================== LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Mortgage and other loans payable $136,751,000 $84,506,000 Other liabilities 6,335,000 5,905,000 - ---------------------------------------------------------------------------------- Total liabilities 143,086,000 90,411,000 Deferred gain -- real estate -- 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; 11,555,957 issued (11,502,271 at November 30, 1995) 11,556,000 11,502,000 Additional paid-in capital 167,077,000 166,348,000 Undistributed net income 13,069,000 2,690,000 - ---------------------------------------------------------------------------------- Total shareholders' equity 191,702,000 180,540,000 - ---------------------------------------------------------------------------------- $334,788,000 $274,651,000 ==================================================================================
See accompanying notes to consolidated financial statements. - 3 - MGI PROPERTIES CONSOLIDATED STATEMENTS OF EARNINGS (unaudited)
- ------------------------------------------------------------------------------------------------------------------------------- Three Months Ended Nine Months Ended - ------------------------------------------------------------------------------------------------------------------------------- August 31, 1996 August 31, 1995 August 31, 1996 August 31, 1995 - ------------------------------------------------------------------------------------------------------------------------------- INCOME Rental and other income $14,071,000 $11,193,000 $39,886,000 $33,075,000 Interest on investment securities 116,000 86,000 301,000 408,000 Other -- 16,000 6,000 48,000 - ------------------------------------------------------------------------------------------------------------------------------- Total income 14,187,000 11,295,000 40,193,000 33,531,000 - ------------------------------------------------------------------------------------------------------------------------------- EXPENSES Property operating expenses 3,724,000 3,053,000 10,477,000 8,707,000 Real estate taxes 1,641,000 1,345,000 4,743,000 4,140,000 Depreciation and amortization 2,394,000 2,101,000 6,944,000 6,164,000 Interest 2,458,000 1,364,000 6,424,000 4,175,000 General and administrative 678,000 599,000 2,157,000 1,986,000 - ------------------------------------------------------------------------------------------------------------------------------- Total expenses 10,895,000 8,462,000 30,745,000 25,172,000 - ------------------------------------------------------------------------------------------------------------------------------- Income before net gain 3,292,000 2,833,000 9,448,000 8,359,000 Net gain -- -- 9,350,000 1,400,000 =============================================================================================================================== Net income $3,292,000 $2,833,000 $18,798,000 $9,759,000 =============================================================================================================================== PER SHARE DATA Net income $0.28 $0.25 $1.63 $0.85 =============================================================================================================================== =============================================================================================================================== =============================================================================================================================== Weighted average shares outstanding 11,550,910 11,492,396 11,534,604 11,483,927 ===============================================================================================================================
See accompanying notes to consolidated financial statements. - 4- MGI PROPERTIES CONSOLIDATED STATEMENTS OF CASH FLOW (unaudited)
- ------------------------------------------------------------------------------------------------------------ Nine Months Ended August 31, - ------------------------------------------------------------------------------------------------------------ 1996 1995 - ------------------------------------------------------------------------------------------------------------ CASH FLOWS FROM OPERATING ACTIVITIES Net income $18,798,000 $ 9,759,000 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization expense 6,944,000 5,771,000 Net gain (9,350,000) (1,400,000) Other (1,092,000) 1,023,000 - ------------------------------------------------------------------------------------------------------------ Net cash provided by operating activities 15,300,000 15,153,000 - ------------------------------------------------------------------------------------------------------------ CASH FLOWS FROM INVESTING ACTIVITIES Acquisitions of real estate (38,627,000) (17,410,000) Additions to real estate (4,534,000) (3,232,000) Deferred tenant charges (1,101,000) (2,031,000) Net proceeds from sales of real estate interests 6,072,000 4,738,000 Other 184,000 (1,035,000) - ------------------------------------------------------------------------------------------------------------ Net cash used in investing activities (38,006,000) (18,970,000) - ------------------------------------------------------------------------------------------------------------ CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from mortgage and other loans payable, net 32,500,000 19,400,000 Repayment of mortgage and other loans payable (1,538,000) (14,248,000) Cash distributions (8,419,000) (7,694,000) Proceeds from sale of common shares 563,000 229,000 - ------------------------------------------------------------------------------------------------------------ Net cash provided by (used in) financing activities 23,106,000 (2,313,000) - ------------------------------------------------------------------------------------------------------------ Net increase (decrease) in cash and short-term investments 400,000 (6,130,000) - ------------------------------------------------------------------------------------------------------------ CASH AND SHORT-TERM INVESTMENTS Beginning of year 7,045,000 12,892,000 - ------------------------------------------------------------------------------------------------------------ End of period $ 7,445,000 $ 6,762,000 ============================================================================================================
See accompanying notes to consolidated financial statements. - 5 - MGI PROPERTIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (unaudited)
- ------------------------------------------------------------------------------------------- Additional Common Paid-In Undistributed Shares Capital Net Income - ------------------------------------------------------------------------------------------- Balance at November 30, 1995 $11,502,000 $166,348,000 $ 2,690,000 Net income -- -- 18,798,000 Distributions -- -- (8,419,000) Options exercised and other 54,000 729,000 -- - ------------------------------------------------------------------------------------------- Balance at August 31, 1996 $11,556,000 $167,077,000 $13,069,000 ===========================================================================================
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. Certain prior year amounts have been reclassified to conform with the current year presentation. 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 September 19, 1996, the Board of Trustees declared a cash dividend of $.25 per common share payable on October 11, 1996 to shareholders of record on October 1, 1996. This dividend payment will aggregate $2.9 million. Note 3: The Trust has entered into an agreement to sell two industrial properties located in Cincinnati, Ohio for a combined purchase price of $2.1 million. The sale is expected to occur during the fourth quarter of 1996. Note 4: During the quarter ended August 31, 1996, the Trust acquired 230,000 square feet of office space and an additional 25,000 square feet of retail space located at two properties in Portland, Maine, plus adjacent land, currently utilized as a 523-space surface parking lot, for a combined purchase price of $31.5 million. The purchases were made subject to an aggregate of $21.3 million of existing debt and only the cash portion of the purchases reflected in the accompanying statement of cash flow. Note 5: Cash paid for interest amounted to $6.4 million and $4.6 million for the nine-month periods ended August 31, 1996 and August 31, 1995, respectively. Note 6: At August 31, 1996, options to purchase an aggregate of 812,911 common shares at exercise prices ranging from $7.375 to $16.75 per share were outstanding under MGI's stock option plans for key employees and trustees. All options outstanding at August 31, 1996 expire by March 2006. Note 7: MGI intends to qualify for the year ended November 30, 1996 as a real estate investment trust under the provisions of Sections 856-860 of the Internal Revenue Code of 1986, 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 Shareholders' equity at August 31, 1996 was $191.7 million, compared to $180.5 million at November 30, 1995. The increase primarily reflects net income in excess of distributions. At August 31, 1996, financial liquidity was provided by $7.4 million in cash and investment securities and by unused lines of credit aggregating $14.5 million. On July 2, 1996 MGI Properties ("MGI" or the "Trust") acquired 230,000 square feet of first-class office space and an additional 25,000 square feet of retail space located at two properties in Portland, Maine, plus adjacent land, currently utilized as a 523-space surface parking lots for a combined purchase price of $31.5 million. The purchases were made subject to an aggregate of $21.3 million of existing debt. In addition, during the first nine months of fiscal 1996, the Trust acquired six Massachusetts industrial properties aggregating 524,500 square feet for a combined purchase price of $27.9 million and acquired a parcel of land located in Tampa, Florida for $0.4 million. Expenditures for capital and tenant improvements during the first nine months of fiscal 1996 totaled $2.3 million and $2.2 million, respectively. Of the capital improvements, $1.2 million is associated with the renovations of two Boston office properties, $0.3 million is associated with improvement projects at apartments complexes and the balance primarily represents other capital projects. Mortgage and other loans payable totaled $136.8 million at August 31, 1996, a net increase of $52.3 million, compared to $84.5 million at November 30, 1995. The change represents a combination of the addition of two mortgage loans totaling $14.0 million, collateralized by the Massachusetts properties, the $21.3 million of debt associated with the Portland, Maine acquisitions, additional draws under lines of credit totaling $18.5 million and scheduled payments of principal amortization totaling $1.5 million. Scheduled loan principal payments due within twelve months of August 31, 1996 total $2.8 million. In August 1996, the Trust entered into a $15.0 million revolving credit agreement with a new lender to replace a $15.0 million line of credit which had matured under generally similar terms and conditions. MGI believes it will continue to be able to extend or refinance maturing mortgage loans upon satisfactory terms. Cash requirements during the balance of fiscal 1996 include distributions to shareholders, capital and tenant improvements and other leasing expenditures required to maintain MGI's occupancy levels and other investment undertakings. Additionally, the Trust is contractually committed to approximately $1.9 million of capital and tenant improvement projects, which are anticipated to be completed during the next two fiscal quarters. The Trust has reserved $1.1 million of the new mortgage proceeds to fund a portion of the improvements. Principal sources of funds in the future are expected to be from property operations, mortgaging or refinancing of existing mortgages on properties and MGI's portfolio of investment securities. Other potential sources of funds include the proceeds of public or private offerings of additional equity or debt securities of the Trust or the sale of real estate investments. The cost of new borrowings or issuances of the Trust's equity securities will be measured against the anticipated returns of investments to be acquired with such funds. The Trust has entered into an agreement to sell two industrial properties located in Cincinnati, Ohio for a combined purchase price of $2.1 million. The sale is expected to occur during the fourth quarter of 1996, subject to the buyer's satisfactory completion of due diligence. - 8 - MGI PROPERTIES PART I, ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) In lieu of proceeds from future real estate sales or the sale of its equity securities, the Trust presently anticipates that the purchase of additional properties will be financed primarily by debt and, to a lesser extent, by cash flow from operations and short-term investments. MGI believes the combination of available cash and investment securities, the value of MGI's unencumbered properties and other resources available to it are sufficient to meet its short- and long-term liquidity requirements. Results of Operations Net income for the fiscal quarter ended August 31, 1996 was $3.3 million, or $.28 per share, as compared to $2.9 million, or $.25 per share, in the corresponding quarter of 1995. Net income for the nine months ended August 31, 1996 was $18.8 million, or $1.63 per share, as compared to $14.5 million, or $.85 per share, a year ago. Gains included in year-to-date net income were $9.4 million, or $.81 per share, in 1996, compared to $1.4 million, or $.12 per share, in 1995. Funds from operations ("FFO") totaled $5.7 million in the third quarter of fiscal 1996, compared to $4.9 million, in the corresponding quarter of 1995. FFO for the nine months ended August 31, 1996 and 1995 were $16.3 million, and $14.5 million, respectively. MGI has implemented in 1996 the National Association of Real Estate Investment Trusts recommended changes in the calculation of FFO. The new definition stipulates that in calculating FFO leasing costs should be capitalized and not deducted as an expense. This has the effect of increasing the Trust's FFO by approximately $.4 million in the first nine months of fiscal 1996. The comparative period of fiscal 1995 has been restated to account for reduced leasing expenses, which results in the FFO rising from $14.1 million to $14.5 million. MGI calculates FFO in conformity with the NAREIT definition which is net income (computed in accordance with generally accepted accounting principles), excluding gains (or losses) from debt restructuring and sales of property, plus depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures. MGI believes FFO is an appropriate supplemental measure of operating performance. Funds from Operations Nine Months Ended August 31, 1996 August 31, 1995 --------------- --------------- Net Income $18,798,000 $9,759,000 Less Net Gain 9,350,000 1,400,000 Plus building depreciation 5,349,000 5,069,000 Plus tenant improvement and commission amortization 1,533,000 1,082,000 ----------- ----------- $16,330,000 $14,510,000 =========== =========== The change in FFO, compared to the corresponding period in 1995, is attributable to the same factors that affected income before net gains in such periods, 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 third quarter of fiscal 1996 to that of the previous year, the increase in net income before net gain of approximately $0.5 million resulted principally from a $ 1.9 million increase in property operating income which is offset, in part, by increases in interest expense and depreciation and amortization of $1.1 million and $0.3 million, respectively. The increase in interest expense is due to the higher balance of debt primarily associated with property acquisitions. Property operating income is defined as rental and other income less property operating expenses and real estate taxes. The change in property operating income reflects the additional income from the acquisition of properties of $2.0 million, an increase in income from properties owned throughout the third quarters of both fiscal 1996 and 1995 of $0.4 million, and, offset, in part, by the income effect of the sale of properties of $0.5 million. Change in Property Operating Income for Quarter Ended August 31, 1996 Versus August 31, 1995
Properties Held 1996 and 1995 1996 and 1995 Both Fiscal Years Acquisitions Sales Net Change ----------------- ------------ -------------- ---------- Industrial $238,000 $ 854,000 -- $1,092,000 Office 15,000 807,000 -- 822,000 Apartment (76,000) -- $(456,000) (532,000) Retail 210,000 319,000 -- 529,000 ------- ---------- --------- ---------- $387,000 $1,980,000 $(456,000) $1,911,000 ======= ========= ========= =========
The income growth in the office and industrial segments is primarily due to acquisitions completed since August 31, 1995. The increase in the retail segment is largely due to the contribution of the Bradlees store in Peabody, Massachusetts which began paying rent in November 1995. The decrease in the apartment segment is largely due to the sale of the Posada del Rey Apartments in Metairie, Louisiana in September 1995. The income from the comparable industrial properties has increased compared to the third quarter of fiscal 1995 primarily due to the increase in rent at a Tewksbury, Massachusetts industrial property, reflecting the completion of a planned renovation. Factors similar to those which contributed to the increase in income before net gain for the third quarter also explain the $1.1 million increase in income before gain for the nine months ended August 31, 1996. Property operating income has increased by $4.4 million due to the net of $4.9 million of income contributed from acquisitions and $0.6 million of additional income from comparable properties offset by $1.1 million of income lost primarily due to the 1995 sale of the Posada del Rey Apartment. Interest expense, however, has increased by $2.2 million over the comparable nine months of 1995 due to debt incurred in connection with the acquisition of properties. Depreciation and amortization has increased reflecting the greater number of properties owned. Additionally, general and administrative costs have increased, primarily reflecting higher personnel costs. Scheduled lease expirations and completed leasing (in square feet) are as follows:
Year-To-Date Scheduled Expirations Leased at 1996 Remaining Scheduled August 31, 1996 Leasing 1996 1997 --------------- ---------- ------------ --------- Industrial 98.7% 475,100 -- 385,000 Office 95.4% 118,400 35,000 202,000 Retail 92.3% 33,400 38,000 19,000 ----- -------- -------- -------- 96.7% 626,900 73,000 606,000 ===== ======= ====== =======
- 10 - MGI PROPERTIES PART I, ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) The fiscal 1997 scheduled lease expirations represent 11.6% of MGI's total commercial portfolio, which is approximately the same as the percentage of 1996 expirations a year ago at this time. Included in the 1997 expirations is a 97,000 square-foot office tenant in Somerset, New Jersey, and based upon the discussions with the tenant, management presently believes that the lease can be extended for three or more years albeit at a lower rate than is currently in effect. Management estimates that the current market rent is approximately 15% to 20% lower than the current rent. Forward-Looking Statements Statements made or incorporated in this Report may include "forward-looking" statements, estimates or projections within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. It is important to note that the Trust's actual results of operations or plans could differ materially from those set forth in such forward-looking statements. Certain factors which may cause such a difference include those referred to in the Item 1 discussion of the Trust's business in its Form 10-K report for the year ended November 30, 1995, including, but not limited to, the captions entitled "Environmental Matters" and "Competition, Regulation and Other Factors." Risk Factors Miscellaneous Real Estate Investment Considerations Real estate investments and operations 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 certain markets in which the Trust owns real estate, overbuilding and local or national economic conditions have combined to produce lower effective rents and/or longer absorption periods for vacant space. As the Trust re-leases space, certain effective rents may be less than those earned previously. Management believes its diversification by property type, reduces, in some measure, the risks associated with these factors and enhances opportunities for cash flow growth and capital gains potential, although there can be no assurance thereof. Furthermore, the major portion of the Trust's properties are now commercial properties located in the Northeastern region of the United States. - 11 - MGI PROPERTIES PART I, ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Other Risk Factors The Trust's debt obligations subject to floating interest rates at August 31, 1996 aggregate approximately $36.2 million, with an average interest rate of approximately 7.6 % per annum. The Trust's exposure to possible significant increases in interest rates would adversely affect the net income, FFO and cash available for distribution. Under various federal, state and local laws and regulations, an owner of real estate or lender may be held liable for the costs of removal or remediation of certain hazardous or toxic substances located in, or emanating from, such properties. MGI is not aware of any material environmental liabilities or violations with respect to any of its properties. The Trust believes it has operated in a manner that permits it to qualify as a REIT under Internal Revenue Code for each taxable year since its formation. No assurance can be given that the Trust will remain so qualified given the highly technical Code provisions for which there are only limited judicial or administrative interpretations and the determination of various factors and circumstances may not be within the Trust's control. If the Trust fails to qualify as a REIT, it would be subject to federal income tax on its taxable income at corporate rates. - 12 - MGI PROPERTIES PART I - EXHIBIT A COMPUTATION OF EARNINGS PER SHARE
- -------------------------------------------------------------------------------------------------------------------------------- Three Months Ended August 31,Nine Months Ended August 31, 1996 1995 1996 1995 - -------------------------------------------------------------------------------------------------------------------------------- PRIMARY Net income $ 3,292,000 $ 2,833,000 $18,798,000 $ 9,759,000 ================================================================================================================================ Weighted average number of shares outstanding during the period 11,550,910 11,492,396 11,534,604 11,483,927 ================================================================================================================================ Primary earnings per share $0.28 $0.25 $1.63 $0.85 ================================================================================================================================ ASSUMING FULL DILUTION Net income $ 3,292,000 $2,833,000 $18,798,000 $ 9,759,000 ================================================================================================================================ Weighted average number of shares outstanding during the period 11,550,910 11,492,396 11,534,604 11,483,927 ================================================================================================================================ Earnings per share assuming full dilution $0.28 $0.25 $1.63 $0.85 ================================================================================================================================
Note: Net income per share is based upon the weighted average shares outstanding taking tinto consideration common stock equivalents, if dilutive. Outstanding stock options are not taken into account in the computation of earnings per share as they are not materially dilutive. - 13 - MGI PROPERTIES PART II - OTHER INFORMATION Item 1: Legal Proceedings: Not applicable. Item 2: Changes in Securities: Not applicable. Item 3: Defaults upon Senior Securities: Not applicable. Item 4: Submission of Matters to a Vote of Security Holders: None. Item 5: Other Information: Not applicable. Item 6: Exhibits and Reports on Form 8-K: a) Exhibits: Computation of Earnings Per Share (see page 12). b) Reports on Form 8-K: Form 8-K dated July 2, 1996 Form 8-K/A, filed on September 16, 1996 amending Form 8-K dated July 2, 1996 Form 8-K dated August 30, 1996 - 14 - 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: October 10, 1996 /s/ Phillip C. Vitali ---------------- ------------------------------------ Phillip C. Vitali Executive Vice President and Treasurer (Chief Financial Officer) Date: October 10, 1996 /s/ David P. Morency ---------------- ------------------------------------ David P. Morency Controller (Principal Accounting Officer) - 15 - EX-27 2 1996 THIRD QTR 10-Q
5 1,000 3-MOS NOV-30-1996 AUG-31-1996 7,445 000 3,356 000 000 9,576 357,263 (42,852) 334,788 6,335 136,751 000 000 11,556 180,146 334,788 14,071 14,187 000 8,437 000 000 2,458 3,292 000 3,292 000 000 000 3,292 1.09 1.09
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