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
<PAGE>
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 -
<PAGE>
MGI PROPERTIES
PART I -- FINANCIAL INFORMATION
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
August 31, 1996 November 30, 1995
(unaudited)
- ----------------------------------------------------------------------------------
<S> <C> <C>
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
==================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
- 3 -
<PAGE>
MGI PROPERTIES
CONSOLIDATED STATEMENTS OF EARNINGS
(unaudited)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
- -------------------------------------------------------------------------------------------------------------------------------
August 31, 1996 August 31, 1995 August 31, 1996 August 31, 1995
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
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
===============================================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
- 4-
<PAGE>
MGI PROPERTIES
CONSOLIDATED STATEMENTS OF CASH FLOW
(unaudited)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Nine Months Ended August 31,
- ------------------------------------------------------------------------------------------------------------
1996 1995
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
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
============================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
- 5 -
<PAGE>
MGI PROPERTIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(unaudited)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Additional
Common Paid-In Undistributed
Shares Capital Net Income
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
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
===========================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
- 6 -
<PAGE>
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 -
<PAGE>
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 -
<PAGE>
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 -
<PAGE>
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
<TABLE>
<CAPTION>
Properties Held 1996 and 1995 1996 and 1995
Both Fiscal Years Acquisitions Sales Net Change
----------------- ------------ -------------- ----------
<S> <C> <C> <C> <C>
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
======= ========= ========= =========
</TABLE>
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:
<TABLE>
<CAPTION>
Year-To-Date Scheduled Expirations
Leased at 1996 Remaining Scheduled
August 31, 1996 Leasing 1996 1997
--------------- ---------- ------------ ---------
<S> <C> <C> <C> <C>
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
===== ======= ====== =======
</TABLE>
- 10 -
<PAGE>
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 -
<PAGE>
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 -
<PAGE>
MGI PROPERTIES
PART I - EXHIBIT A
COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Three Months Ended August 31,Nine Months Ended August 31,
1996 1995 1996 1995
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
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
================================================================================================================================
</TABLE>
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 -
<PAGE>
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 -
<PAGE>
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 -
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-END> AUG-31-1996
<CASH> 7,445
<SECURITIES> 000
<RECEIVABLES> 3,356
<ALLOWANCES> 000
<INVENTORY> 000
<CURRENT-ASSETS> 9,576
<PP&E> 357,263
<DEPRECIATION> (42,852)
<TOTAL-ASSETS> 334,788
<CURRENT-LIABILITIES> 6,335
<BONDS> 136,751
000
000
<COMMON> 11,556
<OTHER-SE> 180,146
<TOTAL-LIABILITY-AND-EQUITY> 334,788
<SALES> 14,071
<TOTAL-REVENUES> 14,187
<CGS> 000
<TOTAL-COSTS> 8,437
<OTHER-EXPENSES> 000
<LOSS-PROVISION> 000
<INTEREST-EXPENSE> 2,458
<INCOME-PRETAX> 3,292
<INCOME-TAX> 000
<INCOME-CONTINUING> 3,292
<DISCONTINUED> 000
<EXTRAORDINARY> 000
<CHANGES> 000
<NET-INCOME> 3,292
<EPS-PRIMARY> 1.09
<EPS-DILUTED> 1.09
</TABLE>
