<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
------------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter period ended: MARCH 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 1-10547
MERIDIAN POINT REALTY TRUST VIII CO.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
MISSOURI 94-3058019
-------- ----------
(State or other jurisdiction of (I.R.S. Employer I.D. Number)
incorporation or organization)
655 MONTGOMERY STREET, SUITE 800, SAN FRANCISCO, CALIFORNIA 94111
(Address and zip code of principal executive offices)
Registrant's telephone number, including area code: (415) 274-1808
NONE
- -------------------------------------------------------------------------------
(Former name, 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
------ ------
Indicate the number of shares outstanding of the common and preferred stock
as of the latest practicable date:
SHARES OF COMMON STOCK OUTSTANDING AS OF APRIL 30, 1998: 1,709,937
SHARES OF PREFERRED STOCK OUTSTANDING AS OF APRIL 30, 1998: 5,273,927
<PAGE>
- --------------------------------------------------------------------------------
PART 1: FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
ITEM 1: CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements
should be read in conjunction with the 1997 Form 10-K of the registrant (the
"Company"). These statements have been prepared in accordance with the
instructions of the Securities and Exchange Commission Form 10-Q and do not
include all the information and footnotes required by generally accepted
accounting principles for complete consolidated financial statements.
In the opinion of the Company's management, all material adjustments
of a normal and recurring nature considered necessary for a fair presentation of
results of operations for the interim periods have been included. The results
of consolidated operations for the three months ended March 31, 1998 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1998.
2
<PAGE>
MERIDIAN POINT REALTY TRUST VIII CO.
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 1998 AND DECEMBER 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
1998 1997
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
INVESTMENT IN REAL ESTATE:
Rental Properties, Net $ 85,450,399 $ 85,353,734
Less: Accumulated Depreciation (16,074,728) (15,514,356)
- -------------------------------------------------------------------------------------------------------------
69,375,671 69,839,378
OTHER ASSETS:
Cash and Cash Equivalents 7,429,720 7,119,687
Receivables 551,321 749,826
Capitalized Loan Costs, Net of Accumulated Amortization of
$70,404 and $55,472 as of March 31, 1998 and
December 31, 1997, respectively 472,434 487,366
Capitalized Lease Commissions, Net of Accumulated
Amortization of $452,204 and $425,816 as of
March 31, 1998 and December 31, 1997, respectively 331,719 341,333
Other Assets, Net of Accumulated Amortization of $461,866 and
$442,509 as of March 31, 1998 and December 31, 1997,
respectively 1,371,657 1,392,552
- -------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 79,532,522 $ 79,930,142
=============================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Mortgage Notes Payable $ 33,536,568 $ 33,706,682
Due to Affiliates 35,000 170,000
Accounts Payable 2,062,853 990,537
Prepaid Rent, Tenant Deposits and Other Liabilities 623,398 666,205
- -------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 36,257,819 35,533,424
- -------------------------------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY:
Shares of Common and Preferred Stock, par value $0.001; an
aggregate of 50,000,000 Common and Preferred Shares
authorized; 1,709,937 Common Shares and 5,273,927 Preferred
Share issued and outstanding as of March 31, 1998 and
December 31, 1997, respectively 6,984 6,984
Paid-in Capital 65,952,719 65,952,719
Distributions in Excess of Income (22,685,000) (21,562,985)
- -------------------------------------------------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY 43,274,703 44,396,718
- -------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 79,532,522 $ 79,930,142
=============================================================================================================
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated statements.
3
<PAGE>
MERIDIAN POINT REALTY TRUST VIII CO.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(UNAUDITED)
<TABLE>
<CAPTION>
1998 1997
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
REVENUES:
Rentals from Real Estate Investments $ 2,596,069 $2,659,157
Interest and Other 86,853 37,904
- -----------------------------------------------------------------------------------------------------------
TOTAL REVENUES 2,682,922 2,697,061
- -----------------------------------------------------------------------------------------------------------
EXPENSES:
Interest and Amortization of Loan Costs 704,253 632,041
Property Taxes 307,023 398,877
Property Operating Costs 280,906 358,856
General and Administrative 1,911,779 209,363
Depreciation and Amortization 600,976 604,801
- -----------------------------------------------------------------------------------------------------------
TOTAL EXPENSES 3,804,937 2,203,938
- -----------------------------------------------------------------------------------------------------------
NET INCOME (LOSS) $(1,122,015) $ 493,123
===========================================================================================================
NET INCOME (LOSS) $(1,122,015) $ 493,123
Preferred Distributions Declared -- (369,175)
- -----------------------------------------------------------------------------------------------------------
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS $(1,122,015) $ 123,947
===========================================================================================================
BASIC NET INCOME (LOSS) PER COMMON SHARE $(0.66) $ 0.08
===========================================================================================================
PREFERRED DISTRIBUTIONS PER SHARE $ -- $ 0.07
COMMON DISTRIBUTIONS PER SHARE $ -- $ 0.07
===========================================================================================================
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
statements.
4
<PAGE>
MERIDIAN POINT REALTY TRUST VIII CO.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(UNAUDITED)
<TABLE>
<CAPTION>
1998 1997
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $(1,122,015) $ 493,123
Adjustments to Reconcile Net Income (Loss) to
Net Cash Provided by Operating Activities:
Depreciation 560,372 557,742
Amortization - Other 60,677 78,339
Decrease (Increase) in Accounts Receivable 198,505 (120,382)
Increase (Decrease) in Accounts Payable and Due to Affiliates, Net 937,316 (294,302)
Net Change in Other Assets and Other Liabilities (41,269) 13,489
- -----------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 593,586 728,009
- -----------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Improvements to Existing Real Estate (96,664) (14,518)
Additions to Capitalized Lease Commissions (16,775) (40,590)
- -----------------------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES (113,439) (55,108)
- -----------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal Payments on Debt Facility -- (106,139)
Principal Payments on Mortgage Notes Payable (170,114) (55,899)
Distributions Paid to Shareholders -- (481,871)
- -----------------------------------------------------------------------------------------------------------
NET CASH USED IN FINANCING ACTIVITIES (170,114) (643,909)
- -----------------------------------------------------------------------------------------------------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 310,033 28,992
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 7,119,687 2,791,670
- -----------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 7,429,720 $2,820,662
===========================================================================================================
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
statements.
5
<PAGE>
MERIDIAN POINT REALTY TRUST VIII CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998
(UNAUDITED)
1. GENERAL.
Meridian Point Realty Trust VIII Co. ("the Company") is a corporation
organized for the purpose of acquiring, operating and holding for investment
income-producing commercial and industrial real estate. The Company was formed
as a self liquidating finite-life REIT. However, at the annual meeting of
shareholders held on June 14, 1996, the shareholders approved an amendment to
the Company's Bylaws related to investment policy which will allow the Company
to reinvest proceeds from the sale of property into the purchase of new
property, making the Company an infinite-life REIT. The general purpose of the
Company is to seek income that qualifies under the REIT provisions of the
Internal Revenue Code. At such time as it is in the best interests of the
Company's shareholders to do so, the Board of Directors intends to make
investments in such a manner as to comply with the requirements of the REIT
Provisions of the Internal Revenue Code with respect to the composition of the
Company's investments and the derivation of its income. The Company commenced
operations on October 17, 1988.
2. CONSOLIDATION.
The condensed consolidated financial statements include the Company
and NASH-IND Corporation, a wholly-owned corporate subsidiary of the Company.
All significant intercompany transactions and balances have been eliminated.
The preparation of condensed consolidated financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
3. STATEMENTS OF CASH FLOWS.
For purposes of the statements of cash flows, the Company considers all
short-term investments with a maturity of three months or less to be cash
equivalents.
Cash paid for interest was $689,321 and $606,944 for the three months
ended March 31, 1998 and 1997, respectively.
4. RENTALS FROM REAL ESTATE INVESTMENTS.
Certain of the Company's leases require lessees to pay all or a portion
of real estate taxes, insurance, and operating costs ("Expense Recaptures").
Expense Recaptures for the three months ended March 31, 1998 and 1997 totaled
$272,281 and $433,838, respectively.
5. INVESTMENTS IN REAL ESTATE AND DEPRECIATION METHODS.
Investments in Real Estate are stated at the lower of depreciated cost
or net realizable value. Net realizable value for financial reporting purposes:
(i) is evaluated and identified quarterly by the Company on a property by
property basis using undiscounted cash flows; (ii) is measured by comparing the
Company's estimate of fair value based upon either sales comparables or the net
cash expected to be generated by the property (comprised of the forecasted
operations for the property based upon historical results, together with
management's estimates of the property's future occupancy, lease rates and
capital improvement requirements), less estimated carrying costs (including
interest) throughout the anticipated holding period, plus the estimated cash
proceeds from the ultimate disposition of the property; and (iii) is not
necessarily an indication of the property's current value or the amount that
will be realized upon the ultimate disposition of the property. To the extent
net realizable value is less than carrying value, a Provision for Decrease in
Net Realizable Value is recorded. Net realizable value is not necessarily an
indication of the property's current value or the amount that will be realized
on its disposition. As of
6
<PAGE>
March 31, 1998 and December 31, 1997, the Company had recognized a cumulative
Provision for Decrease in Net Realizable Value of $4,617,000 and $5,167,000,
respectively. This amount was recorded in years prior to 1996.
Depreciation and amortization have been calculated under the straight-
line method, based upon the estimated useful lives of the assets. Property and
property additions are depreciated over 35 years. Expenditures for maintenance,
repairs, and improvements which do not materially prolong the normal useful life
of an asset are charged to operations as incurred. Leasing commissions and
tenant improvements are amortized under the straight-line method over the term
of the related lease.
6. DEBT FACILITY AND MORTGAGE NOTES PAYABLE.
As of December 31, 1996, there was debt outstanding under a facility
with an insurance company of $ 20,042,421. On July 30, 1997 this facility was
retired and paid off in full. To fund this payoff, the Company entered into a
$12,500,000 loan with an insurance company secured by four of its properties in
Phoenix, Arizona and its one property in Chino, California. This new loan has a
maturity of June 2007 and bears interest at 8.06%. In addition to this loan,
the Company also used approximately $7.3 million of proceeds from an interim
construction loan secured by its property in La Vergne, Tennessee to retire the
debt facility.
On September 8, 1997 the Company entered into a $13,000,000 permanent
loan with an insurance company secured by the La Vergne, Tennessee facility.
This new loan has a maturity of September 15, 2007 and bears interest at a rate
of 7.83%. The Company used the proceeds to pay off the interim construction
loan.
On August 27, 1997, the Company assumed a $994,301 mortgage on the
Australian One Building in conjunction with the acquisition of three properties
in West Palm Beach, Florida.
After these transactions, the Company has Mortgage Notes Payable as
follows:
<TABLE>
<CAPTION>
BALANCE BALANCE
STATED ANNUAL AS OF AS OF
NAME AND LOCATION OF PROPERTY INTEREST RATE PAYMENTS MATURITY MAR. 31, 1998 DEC. 31, 1997
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Phoenix and Chino, CA Properties 8.060% $1,163,693 06/26/07 $12,407,031 $12,447,408
La Vergne, TN 7.830% 1,186,518 09/15/07 12,914,303 12,957,570
Australian One, W. Palm Bch, FL 8.250% 113,160 09/30/00 987,922 991,269
Memphis #20, Memphis, TN 8.000% 185,700 11/01/98 1,651,068 1,664,295
Auburn, I, Auburn Hill, MI 8.875% 714,513 08/01/09 5,576,244 5,646,140
- --------------------------------------------- ------------- ---------- ------------- ----------------- ----------------
Totals $3,363,584 $33,536,568 $33,706,682
</TABLE>
7. ADDITIONS TO RENTAL PROPERTIES
The Company has completed a major expansion of its Waldenbooks facility
in La Vergne, TN. As of March 31, 1998, $5,356,114 had been spent on that
project which, at completion is estimated to cost $5,377,944. In connection
with the Waldenbooks expansion, the Company had utilized an interim construction
loan from a Tennessee bank. Under the loan agreement, the Company was permitted
to borrow up to $13 million, a portion of which was used to fund interim
settlement of the long-term debt facility. The construction loan bore interest
at LIBOR plus 1.75% and was retired on September 8, 1997 upon the takeout of the
permanent financing. (see Note 6)
On August 27, 1997, the Company completed its purchase of three
properties aggregating 71,428 square feet in Palm Beach County, FL., for a net
purchase price of $5,966,328. In conjunction with this purchase, the Company
assumed a mortgage in the amount of $994,301 which has a maturity of September
30, 2000 and bears interest at a rate of 8.250%. (See Note 6)
7
<PAGE>
8. DISPOSITION OF PROPERTY.
On June 13, 1997, the Company sold the Interchange D building located in
Jackson, Mississippi for a selling price of $3,050,000. Net proceeds amounted to
$3,019,123 after $47,112 of adjustments for closing costs and pro-rations. The
Company recognized a Gain on Sale of Property of $1,059,484.
On October 9, 1997 the Company sold the South Sayre property located in
Bedford Park, Illinois for a selling price of $5,387,071. Net proceeds amounted
to $4,794,748 after adjustments of (i) $435,796 for the second half of 1996 and
the 1997 pro-rata share of property taxes; and (ii) $162,631 for closing costs.
The property had previously been written down to its estimated net realizable
value, and the Company recognized a Gain on Sale of Property of $936,292.
9. BASIC NET INCOME (LOSS) PER COMMON SHARE.
Net income (loss) per common share is determined by dividing net income,
after deduction of preferred stock dividends, by the weighted average number of
shares of common stock outstanding during the year. Weighted average common
shares outstanding for the three months ended March 31 was 1,709,937 and
1,609,937 for the years ended 1998 and 1997 respectively. For the three months
ended March 31, 1998 and 1997, there were no common stock equivalents
outstanding and, as such, no diluted income (loss) per share information has
been presented in the accompanying condensed statements of operations.
10. INCOME TAXES.
The Company intends to qualify and elect to be treated as a real estate
investment trust ("REIT") for the year ending December 31, 1998. As such, the
Company should be allowed a deduction for dividends paid to shareholders if the
Company satisfies certain income, asset and distribution requirements.
Accordingly, no provision for federal income taxes has been made in the
accompanying Consolidated Statements of Operations for the three months ended
March 31, 1998 and 1997.
11. DECLARATION OF DIVIDENDS.
Under the Company's articles of incorporation, the Board cannot declare
any dividends on common shares until it had first declared dividends on the
preferred shares' annual preference amount as computed under those articles.
The preferred shares generally have a non-cumulative preferential right
to such current dividends as are declared each year by the Board up to an amount
equal to the lesser of (a) 6% of the aggregate adjusted stated value of
preferred shares, (b) earnings and profits for the prior year, or (c) the amount
legally available for distribution by the Company.
On April 1, 1998, the Board of Directors (the "Board") declared
dividends in the amount of $0.08 per Preferred Share and $0.08 per Common Share,
payable on April 17, 1998 to shareholders of record on April 8, 1998. The
dividend amount of $0.08 per Preferred Share and $0.08 per Common Share was the
maximum payable by the Company under the terms of the Company's Agreement and
Plan of Merger with EastGroup Properties Inc. ("EastGroup", see Note 14)
without causing a corresponding reduction in EastGroup's outstanding Preferred
Share Offer Price and Common Share Offer price paid to the Company's
shareholders on April 22, 1998.
12. MANAGEMENT AGREEMENT.
Effective December 1, 1995, the Company terminated the Amended and
Restated Employee Leasing Agreement with Meridian Point Properties, Inc. ("MPP")
of San Francisco, California and entered into a management agreement with TIS
Financial Services, Inc. ("TIS") of San Francisco, California. Under the new
management agreement, the Company retained TIS to manage its assets, properties
and investments in addition to performing administrative services for the
Company. The agreement is on a month-to-month basis. The Company paid a base
management fee calculated on an
8
<PAGE>
annual basis to be an amount equal to 0.75% of the Company's Average Invested
Assets, as defined in the agreement. Commencing January 1, 1998, the Company has
amended the agreement to pay TIS a base management fee of $35,000 per month.
This agreement requires that TIS pay the employment expenses of its personnel.
Under the management agreement with TIS, the Company incurred $116,830
and $155,000 as the estimated management fee for the three months ended March
31, 1998 and 1997, respectively. These amounts are included in Property
Operating Costs.
13. PERSONAL SERVICES AGREEMENT/STOCK APPRECIATION RIGHTS AGREEMENT
On June 30, 1997, the Board of Directors announced the appointment of
Robert H. Gidel as Chief Executive Officer of the Company, following his
election as a director. Effective July 1, 1997 the Company entered into an
Agreement for Personal Services with Mr. Gidel whereby Mr. Gidel will provide
services to the Company as Chief Executive Officer and will in turn be paid an
annualized fee of $180,000, payable quarterly, and shall be reimbursed for
certain direct out of pocket expenses incurred on behalf of the Company. The
agreement runs until September 22, 1998. The Company accrued $45,000 of
compensation expense in the first quarter of 1998 for this agreement. Mr. Gidel
also had the option to purchase, directly or through a partnership, up to
100,000 shares of the Company's common stock. Effective November 11, 1997 Mr.
Gidel had exercised his right to purchase those shares at the weighted average
trading price for the previous ten days, calculated to be $5.63 per share.
In conjunction with the Personal Services Agreement, the Company also
entered into a Stock Appreciation Rights Agreement whereby the Company granted
stock appreciation rights ("SARs") to Mr. Gidel as follows: 150,000 shares of
common stock SARs at $5.50 per share and 75,000 shares of preferred stock SARs
at $8.50 per share. These SARs vested after one year of service or upon a
change of control of the Company. They may be exercised at any time until
September 21, 2000. Upon exercise, the grantee of the SARs will be paid the
difference between the fair market price of the stock as determined by the Board
of Directors and the exercise price. As of March 31, 1998 none of the SARs had
been exercised (See Subsequent Events). The Company accrued $559,900 in the
quarter ended March 31, 1998 for this expense.
14. AGREEMENT AND PLAN OF MERGER WITH EASTGROUP PROPERTIES INC.
On February 18, 1998, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement") with EastGroup Properties, Inc. (NYSE-EGP)
providing for EastGroup's acquisition of the Company for $10.00 per
outstanding preferred share and $8.50 per outstanding common share, payable in
cash. Pursuant to the terms of the Merger Agreement, EastGroup (through a
wholly-owned subsidiary) commenced a tender offer for all issued and
outstanding preferred shares of the Company not currently held by EastGroup
for $10.00 per share in cash, and for all issued and outstanding common shares
of the Company for $8.50 per share in cash on February 23, 1998. The Offer
expired on April 17, 1998. Thereafter, on April 22, 1998, EastGroup accepted
all tendered preferred and common shares for purchase. According to Harris
Trust Company of New York, 1,208,693 shares of common stock and 3,132,904
shares of preferred stock of the Company were tendered pursuant to the offer.
The tendered shares accepted for purchase, when combined with EastGroup's
ownership of 1,469,556 preferred shares, represents approximately 83.2% of the
outstanding voting securities of the Company. Following completion of the
Offer, the Company and EastGroup will engage in a second-step merger in which
all remaining preferred shares of the Company (excluding those held by
EastGroup) will be converted into $10.00 per share in cash and all remaining
common shares of the Company (excluding those held by EastGroup) will be
converted into $8.50 per share in cash. EastGroup will also assume all of the
Company's outstanding indebtedness, resulting in a total transaction value of
approximately $100 million. Further details of the Merger Agreement are
contained in the Company's Amended and Restated Solicitation/Recommendation
Statement (Schedule 14D-9) filed February 23, 1998.
9
<PAGE>
15. SHAREHOLDERS RIGHTS PLAN.
On November 4, 1997, with the advice of Prudential Securities, the Company
adopted a Shareholder Rights Plan, which was intended to protect the Company's
shareholders in the event of coercive or unfair takeover tactics, or an
unsolicited attempt to acquire control of the Company in a transaction the Board
of Trustees believed was not in the best interests of the shareholders.
16. SUBSEQUENT EVENTS
On April 17, 1998, Mr. Robert Gidel elected to exercise all of his Stock
Appreciation Rights as a result of the Change of Control arising from the
Merger Agreement. On April 22, 1998, Mr. Gidel was paid a total of $562,500
pursuant to his Stock Appreciation Rights Agreement with the Company. The
Company had accrued $559,900 in the quarter ended March 31, 1998 for this
expense.
On May 13, 1998, EastGroup-Meridian Inc. delivered to the Company written
notice that it intended to purchase 1,440,740 Preferred shares for $10.00 per
share and 3,302,510 Common Shares for $8.50 per share pursuant to the exercise
of its options under Article VIII of the Merger Agreement. The funds for the
purchase will be obtained from EastGroup. The closing of the purchase is
scheduled to take place on June 1, 1998. Following the closing of the
purchase, EastGroup will own, directly or indirectly, 5,043,201 Preferred
Shares and 4,511,203 Common Shares, representing 90% of each outstanding class
of stock in the Company. The Company intends to thereafter engage in a second-
step short-form merger pursuant to Missouri Law, in which all remaining
preferred shares of the Company (excluding those held by EastGroup) will be
converted into $10.00 per share in cash and all remaining common shares of the
Company (excluding those held by EastGroup) will be converted into $8.50 per
share in cash. Further details of the Merger Agreement are contained in the
Company's Amended and Restated Solicitation/Recommendation Statement (schedule
14D-9) filed February 23, 1998 and the Company's Amended Rule 13E-3
Transaction Statement filed March 27, 1998.
.
10
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
The Company owns a geographically diversified portfolio of real estate equity
interests consisting of income-producing industrial and commercial real estate.
The following discussion should be read in conjunction with the Company's
Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of
Operations and Condensed Consolidated Statements of Cash Flows and the notes
thereto. Unless otherwise defined in this report, or unless the context
otherwise requires, the capitalized words or phrases referred to in this
section either: (a) describe accounting terms that are used as line items in
such financial statements, or (b) have the meanings ascribed to them in such
financial statements and the notes thereto.
LIQUIDITY AND CAPITAL RESOURCES.
The Company's main sources of liquidity are: (i) cash flows from operating
activities, (ii) cash reserves, and (iii) net proceeds from the sale of the
Company's real properties. A summary of the Company's historical cash flows is
as follows:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 31,
----------------------------
1998 1997
------------- -------------
<S> <C> <C>
Cash flows provided by (used in):
Operating activities $ 593,586 $ 728,009
Investing activities (113,439) (55,108)
Financing activities (170,114) (643,909)
</TABLE>
In addition to cash flows and net income, management and industry analysts
generally consider Funds From Operations to be one additional measure of the
performance of an equity Real Estate Investment Trust (REIT) because, together
with net income and cash flows, Funds From Operations provides investors with an
additional basis to evaluate the ability of the Company to incur and service
debt and to fund acquisitions and other capital expenditures. The White Paper
on Funds from Operations approved by the Board of Govenors of the National
Association of Real Estate Investment Trusts ("NAREIT") in March 1995 (the
"White Paper") defines Funds from Operations as net income (loss) (computed in
accordance with GAAP), excluding gains (or losses) from debt restructuring and
sales of properties, plus real estate related depreciation and amortization.
Management considers FFO an appropriate measure of performance of an equity REIT
because it is predicated on cash flow analyses. The Company computes FFO in
accordance with standards established by the White Paper, which may differ from
the methodology for calculating FFO utilized by other REITs and, accordingly,
may not be comparable to such other REITs. FFO should not be considered as an
alternative to net income (determined in accordance with GAAP) as an indicator
of the Properties' financial performance or to cash flow from operating
activities (determined in accordance with GAAP) as a measure of the Properties'
liquidity, nor is it indicative of funds available to fund the Properties' cash
needs, including its ability to make distributions. A reconciliation of the
Company's net income (loss) to Funds From Operations is as follows:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
---------------------------
MARCH 31,
---------------------------
1998 1997
------------- ------------
<S> <C> <C>
Net income $(1,122,015) $ 493,123
Reconciling items:
Depreciation and amortization 600,976 604,801
----------- ----------
Funds from operations ($521,039) $1,097,924
=========== ==========
</TABLE>
The decrease in Funds From Operations of $1,618,983 for the three months
ended March 31, 1998 as compared with the same period in 1997 is primarily the
result of (1) accruing an Investment Advisor Fee of $1,010,000 and (2)
accruing Stock Appreciation Rights Expense of $559,900.
The Company's principal applications of its cash resources are (i) operating
expenses related to real estate operations, general and administrative expenses,
interest expense, and legal costs, (ii) capital
11
<PAGE>
improvements, and (iii) principal payments under its long-term debt facilities
and mortgage notes payable. During the first three months of 1998, cash on
hand and Funds From Operations were sufficient to fully fund the Company's
cash needs. The Company considers its ability to generate cash from operations
adequate to meet its presently foreseeable cash requirements. However,
unanticipated decreases in revenues and/or unanticipated increases in expenses
could adversely affect cash flow and cause the Company to make use of other
sources of liquidity.
Funds From Operations may be affected in the future by changes in rental
rates and occupancy levels. As of March 31, 1998, the Company's properties were
96% occupied. Through the end of 1998, leases covering approximately 8% of the
Company's leased space are scheduled to expire.
As of March 31, 1998, the Company had cash and cash equivalents of $7,429,720.
The Company has previously determined that a soil settlement problem exists at
the 1033 East Maricopa property in Phoenix, Arizona. In that regard, the
Company instituted a lawsuit against the entity from which the property was
purchased and a related party in 1994. During the 3rd quarter of 1996, the
Company settled the lawsuit in return for monetary consideration. The amount of
the settlement will offset, to a material extent, any costs to rehabilitate the
property. The Company is now rehabilitating the property.
Capital expenditures for the three months ended March 31, 1998 and 1997
totaled $113,439 and $55,108, respectively.
During the three months ended March 31, 1997, distributions totaling $481,871
were made to shareholders. During the three months ended March 31, 1998 no
distributions were made to shareholders. On April 1, 1998, the Board of
Directors (the "Board") declared dividends in the amount of $0.08 per preferred
share and $0.08 per common share, payable on April 17, 1998 to shareholders of
record on April 8, 1998.
YEAR 2000 COMPLIANCE
- --------------------
The Company utilizes a number of computer software programs and operating
systems across its entire organization, including applications used in financial
business systems and various administrative functions. To the extent that the
Company's software applications contain source code that is unable to
appropriately interpret the upcoming calendar year "2000" and beyond, some level
of modification, or replacement of such application will be necessary. The
Company has completed its identification of applications that are not yet "Year
2000" compliant and has commenced modification of replacement of such
applications, as necessary. Given information known at this time about the
Company's systems that are non-compliant, coupled with the Company's ongoing,
normal course-of-business efforts to upgrade or replace critical systems, as
necessary, management does not expect Year 2000 compliance costs to have any
material adverse implact on the Company's liquidity or ongoing results of
operations. No assurance can be given, however, that all of the Company's
systems will be Year 2000 compliant or that compliance costs or the impact of
the Company's failure to achieve substantial Year 2000 compliance will not have
a material adverse impact on the Company's future liquidity or results of
operations.
MATERIAL CHANGES IN RESULTS OF OPERATIONS.
Rentals from Real Estate Investments totaled $2,596,069 and $2,659,157 for the
three months ended March 31, 1998 and 1997, respectively. The decrease of
$63,089 in 1998 is primarily due to the sale of the Jackson, Mississippi and the
Bedford, Park, Illinois properties, offset by the subsequent acquisition of the
Florida properties and the expansion of the La Vergne, Tennessee facility.
Compared to the same period in 1997, Interest and Other revenue increased by
$48,949 to $86,853 for the three month period ended March 31, 1998. The
increase is primarily due to increases in the Company's average cash balances
available for investment.
Interest and Amortization of Loan Costs for the three months ended March 31,
1998 increased by $72,212 as compared to the comparable prior year period
because of increased borrowing for the Waldenbooks expansion in La Vergne, TN.
The average debt outstanding during the three months ended March 31, 1998 was
$33,621,625 as compared to $29,879,661 during the comparable prior year period.
Property Taxes totaled $307,023 and $398,877 for the three months ended
March 31, 1998 and 1997, respectively. The decrease of $91,854 is primarily due
to the sale of the Jackson, Mississippi and the Bedford, Park, Illinois
properties, offset by the subsequent acquisition of the Florida properties.
Property Operating Costs for the three months ended March 31, 1997 were
$112,950 less than in the comparable period of the prior year. The decrease
primarily relates to lower management fees to TIS by$ 73,170 and lower costs due
to sales of properties.
12
<PAGE>
Compared to the same period in 1997, General and Administrative costs
increased by $1,702,416 to $1,911,779 for the three month period ended March
31, 1998. This increase is primarily due to 1998 provisions relating to (1) an
Investment Advisor Fee of $1,010,000 related to advisory services and a
fairness opinion for the Company related to the EastGroup Plan of Merger, (2)
Stock Appreciation Rights Expense of $559,900, (3) compensation expense for
the Chief Executive Officer and (3) legal and other expenses related to
analyzing and executing the Plan of Merger.
Included in Net Income are the non-cash expenses of Depreciation and
Amortization. For the three months ended March 31, 1998 and 1997, these
expenses totaled $600,976 and $604,801, respectively. The decrease of $3,825
during 1998 compared to 1997, is primarily due to the sale of the Jackson,
Mississippi and the Bedford, Park, Illinois properties, offset by the subsequent
acquisition of the Florida properties.
- --------------------------------------------------------------------------------
PART II: OTHER INFORMATION
- --------------------------------------------------------------------------------
ITEM 1. LEGAL PROCEEDINGS.
There are no material pending legal proceedings to which the Company or any
partnership in which it has an interest is a party, or to which any of the
assets of the Company or any such partnership are subject.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits: None
(b) No reports on Form 8-K were filed during the quarter ended March 31, 1998.
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
REGISTRANT
MERIDIAN POINT REALTY TRUST VIII CO.
May 20, 1998 By: /s/ Lorraine O. Legg
--------------------
Lorraine O. Legg,
President and Chief Executive Officer
(Principal Executive Officer)
May 20, 1998 By: /s/ John E. Castello
--------------------
John E. Castello,
Senior Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
14
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<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
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