-----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, LQ13ViWayhq2e7hs33jjRIf0u/xryktYFxiAQ+xOP2TUz8qFe8lrDvkeEVNp7Ou8 K4gToatfixgivNafZzFoRw== 0000948524-98-000009.txt : 19980115 0000948524-98-000009.hdr.sgml : 19980115 ACCESSION NUMBER: 0000948524-98-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971230 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980114 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: METRIC PARTNERS GROWTH SUITE INVESTORS LP CENTRAL INDEX KEY: 0000800730 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 943050708 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-17660 FILM NUMBER: 98506422 BUSINESS ADDRESS: STREET 1: ONE CALIFORNIA ST STREET 2: SUITE 1400 CITY: SAN FRANCISCO STATE: CA ZIP: 94111-5415 BUSINESS PHONE: 4156872000 MAIL ADDRESS: STREET 1: ONE CALIFORNIA ST STREET 2: SUITE 1400 CITY: SAN FRANCISCO STATE: CA ZIP: 94111-5415 FORMER COMPANY: FORMER CONFORMED NAME: FOX GROWTH SUITE INVESTORS DATE OF NAME CHANGE: 19880412 FORMER COMPANY: FORMER CONFORMED NAME: MRI BUSINESS PROPERTIES FUND LTD IV DATE OF NAME CHANGE: 19871104 8-K 1 DECEMBER 30, 1997 FORM 8-K FORM 8-K SECURITIES AND EXCHANGE COMMISION Washington, D.C. 20549 CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 December 30, 1997 ----------------- Date of Report (Date of earliest event reported) Metric Partners Growth Suite Investors, L.P. -------------------------------------------- (Exact name of registrant as Specified in its charter) 0-17660 California 94-3050708 ------- ---------- ---------- (Registration (State or Other (IRS Employer File Jurisdiction of Identification Number) Incorporation) Number) One California Street, San Francisco, California 94111-5415 ----------------------------------------------------------- (address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (415) 678-2000 (800) 347-6707 Wats line for all states Item 2. ACQUISITION OR DISPOSITION OF ASSETS (a) The Registrant was organized to acquire, hold for investment, manage and ultimately sell all-suite, extended-stay hotels operated under franchise licenses from Residence Inn by Marriott, Inc. In the normal course of its business, the Registrant sold the Residence Inn -Ontario in Ontario California; the Residence Inn - Columbus (East) in Columbus, Ohio; the Residence Inn - Fort Wayne in Fort Wayne, Indiana; the Residence Inn-Indianapolis in Indianapolis, Indiana; the Residence Inn Lexington in Lexington, Kentucky; the Residence Inn - Louisville in Louisville, Kentucky; the Residence Inn - Winston-Salem in Winston - Salem, North Carolina; and the Residence Inn - Altamonte Springs in Altamonte Springs, Florida (the "Hotels") on December 30, 1997 to an unaffiliated buyer. TERMS OF ORIGINAL ACQUISITIONS The Hotels were acquired on the dates and at costs (including financing) presented in the table below. Cash Investment includes the cash payment to seller as well as property upgrade costs, franchise fees, acquisition fees and other miscellaneous costs. The Hotels were financed at the amounts shown and the proceeds from certain of the loans were net of discounts to the lenders. Furthermore, loan fees and costs were incurred.
Financing ------------------------------- Fees Discount Cash and to the Residence Inn Date Investment Loan Costs Lender Total ------------- ---- ---------- ---- ----- ------ ----- Ontario 4/29/88 $7,998,000 $9,000,000 $113,000 n/a $17,111,000 Columbus (East) 6/17/88 $3,282,000 $2,710,000 $44,000 $177,000 $6,213,000 Fort Wayne 6/17/88 $3,525,000 $2,840,000 $46,000 $185,000 $6,596,000 Indianapolis 6/17/88 $4,292,000 $3,295,000 $53,000 $215,000 $7,855,000 Lexington 6/17/88 $3,954,000 $3,205,000 $52,000 $209,000 $7,420,000 Louisville 6/17/88 $4,753,000 $3,700,000 $60,000 $242,000 $8,755,000 Winston Salem 6/17/88 $3,905,000 $3,250,000 $52,000 $212,000 $7,419,000 Altamonte Springs 3/16/90 $4,826,000 $6,750,000 $186,000 $898,000 $12,660,000
The purchase price to seller on the Residence Inn - Ontario was subject to an increase of $900,000 based on operational performance of the hotel in 1990. However, the required operational performance was not met and no additional purchase price was paid. The seller of the Residence Inn - Ontario guaranteed certain returns to the registrant through April 29, 1991 up to a maximum of $775,000. The full amount of the $775,000 was paid to the Registrant. The seller of the Residence Inns - Columbus East, Fort Wayne, Indianapolis, Lexington, Louisville, and Winston Salem guaranteed certain returns to the Registrant through June 17, 1991 up to a maximum of $960,000 for these six hotels. The full amount of the $960,000 was paid to the Registrant. The seller of the Residence Inn - Altamonte Springs guaranteed certain returns to the Registrant through March 15, 1993 up to a maximum of $350,000. The full amount of the $350,000 was paid to the Registrant. TERMS OF DISPOSITIONS AND FINANCINGS The Registrant sold the Hotels on December 30, 1997. The sales information is presented in the table below. The outstanding balances on the loans on the Residence Inns - Ontario and Altamonte Springs were paid off on December 30, 1997, the date of sale. The outstanding balances on the remaining loans, which were all due to the same lender, were paid off on January 2, 1998 and a pre-payment penalty was paid on these six notes pursuant to the loan agreements. Net Sales Expenses Loan Pre-Payment Sales Residence Inn Price of Sale Balance Penalty Proceeds ------------- -------------------------------------------------------------- Ontario $12,511,000 ($176,000) ($9,000,000) n/a $3,335,000 Columbus (East) 4,832,000 (66,000) (2,634,000) (63,000) 2,069,000 Fort Wayne 5,011,000 (63,000) (2,761,000) (65,000) 2,122,000 Indianapolis 5,261,000 (66,000) (3,203,000) (76,000) 1,916,000 Lexington 7,129,000 (96,000) (3,115,000) (74,000) 3,844,000 Louisville 10,064,000 (133,000) (3,597,000) (85,000) 6,249,000 Winston Salem 5,830,000 (85,000) (3,159,000) (75,000) 2,511,000 Altamonte Springs 8,862,000 (171,000) (6,350,000) n/a 2,341,000 -------------------------------------------------------------- $59,500,000 ($856,000) ($33,819,000) ($438,000) $24,387,000 ============================================================== The Partnership was required by the purchaser, under the terms of the sales contract, not to distribute $7.5 million of the sales proceeds for a period of one year, which amount represents the maximum possible liability of the Partnership for any breach of the sales agreement. CARRYING AMOUNTS AT DATE OF SALE At the date of sale, the estimated carrying amounts of the Hotels for financial statement purposes and for tax reporting purposes were as presented in the table below. Residence Inn Financial Tax ------------- --------- --- Ontario $11,905,000 $11,922,000 Columbus (East) 4,284,000 4,258,000 Fort Wayne 4,293,000 4,263,000 Indianapolis 5,398,000 5,380,000 Lexington 5,239,000 5,203,000 Louisville 5,774,000 5,736,000 Winston Salem 5,247,000 5,207,000 Altamonte Springs 8,370,000 8,347,000 ----------- ----------- $50,510,000 $50,316,000 =========== =========== GAIN ON SALES The estimated gain or loss on sale to be recognized in 1997 is as follows: Residence Inn Financial Tax ------------- --------- --- Ontario $ 430,000 $ 413,000 Columbus (East) 419,000 508,000 Fort Wayne 590,000 685,000 Indianapolis (279,000) (185,000) Lexington 1,720,000 1,830,000 Louisville 4,072,000 4,195,000 Winston Salem 423,000 538,000 Altamonte Springs 321,000 344,000 ---------- ---------- $7,696,000 $8,328,000 ========== ========== ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial Statements Not applicable. (b) Pro Forma Financial Information Historical financial information and Pro Forma financial information are included herein. (c) Exhibits Upon their receipt, the Registrant will amend its Form 8-K to include the disposition documents for the abovementioned eight hotel properties. SIGNATURE --------- 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. METRIC PARTNERS GROWTH SUITE INVESTORS, L.P., a California Limited Partnership By: Metric Realty an Illinois general partnership its Managing General Partner By: SSR Realty Advisors, Inc. a Delaware corporation its Managing General Partner By: /s/ William A. Finelli ----------------------------- William A. Finelli Managing Director, Principal Financial and Accounting Officer of SSR Realty Advisors, Inc. Date: January 14, 1998 ---------------- Basis of Presentation Note 1. The Registrant sold the Residence Inn - Ontario, Residence Inn - Columbus (East), Residence Inn - Fort Wayne, Residence Inn - Indianapolis, Residence Inn - - Lexington, Residence Inn - Louisville, Residence Inn - Winston Salem and the Residence Inn - Altamonte Springs (the "Hotels") on December 30, 1997. See Item 2 of the Form 8-K for information regarding the dispositions. The pro forma adjustments reflect the distribution of approximately $16.8 million of the net sales proceeds that was made to the partners. Furthermore, accounts related to the Hotels have been eliminated and interest income has been added assuming that the portion of net sales proceeds not distributed to the partners, approximately $7.5 million, will be invested at 5.5% per annum as presented by the pro forma adjustments. See Note 2 below. Note 2. The unaudited financial statements present the pro forma balance sheet at September 30, 1997, had the Registrant sold the Hotels on September 30, 1997, and retained $7.5 million of the net proceeds from the sale, and the pro forma statements of operations for the year ended December 31, 1996 and for the nine months ended September 30, 1997, had the Registrant sold the Hotels at the beginning of each period presented. The unaudited statements also present the historical figures previously reported in the appropriate Form 10-K and 10-Q reports. No provision for Federal and state income taxes has been made in the historical or pro forma financial statements because income taxes are the obligation of the partners. METRIC PARTNERS GROWTH SUITE INVESTORS, L.P. a California Limited Partnership PRO FORMA BALANCE SHEETS (UNAUDITED) September 30, 1997 Pro Forma As Adjustments Adjusted Historical (Note 1) (Note 2) ---------- -------- -------- ASSETS CASH AND CASH EQUIVALENTS $ 3,843,000 $ 5,363,000 $ 9,206,000 CASH INVESTMENTS 3,888,000 0 3,888,000 RESTRICTED CASH 327,000 0 327,000 ACCOUNTS RECEIVABLE 1,546,000 ($ 1,155,000) 391,000 PREPAID EXPENSES AND OTHER ASSETS 207,000 ($ 79,000) 128,000 PROPERTIES AND IMPROVEMENTS 13,906,000 0 13,906,000 ACCUMULATED DEPRECIATION ($ 5,127,000) 0 ($ 5,127,000) ------------ ------------ ------------ NET PROPERTIES AND IMPROVEMENTS 8,779,000 0 8,779,000 REAL ESTATE HELD FOR SALE 49,336,000 ($49,336,000) 0 DEFERRED FINANCING COSTS 33,000 ($ 33,000) 0 DEFERRED FRANCHISE FEES 148,000 ($ 118,000) 30,000 ------------ ------------ ------------ TOTAL ASSETS $ 68,107,000 ($45,358,000) $ 22,749,000 ============ ============ ============ LIABILITIES AND PARTNERS' EQUITY ACCOUNTS PAYABLE $ 1,375,000 ($ 946,000) $ 429,000 ACCRUED PROPERTY TAXES 593,000 ($ 466,000) 127,000 ACCRUED INTEREST 295,000 ($ 158,000) 137,000 OTHER LIABILITIES 1,640,000 ($ 805,000) 835,000 DEFERRED GAIN ON SALE OF PROPERTY 300,000 0 300,000 NOTES PAYABLE 42,351,000 ($33,803,000) 8,548,000 ------------ ------------ ------------ TOTAL LIABILITIES 46,554,000 ($36,178,000) 10,376,000 ------------ ------------ ------------ PARTNERS' EQUITY (DEFICIENCY): GENERAL PARTNERS 59,000 0 59,000 LIMITED PARTNERS (59,932 units outstanding) 21,494,000 ($ 9,180,000) 12,314,000 ------------ ------------ ------------ TOTAL PARTNERS' EQUITY 21,553,000 ($ 9,180,000) 12,373,000 ------------ ------------ ------------ TOTAL LIABILITIES AND PARTNERS' EQUITY $ 68,107,000 ($45,358,000) $ 22,749,000 ============ ============ ============ METRIC PARTNERS GROWTH SUITE INVESTORS, L.P. a California Limited Partnership STATEMENT OF OPERATIONS For the Year Ended December 31, 1996 Pro Forma As Adjustments Adjusted Historical (Note 1) (Note 2) ---------- -------- -------- REVENUES: Hotel operations $ 24,610,000 ($20,718,000) $ 3,892,000 Interest and other 435,000 334,000 769,000 ------------ ------------ ------------ Total revenues 25,045,000 ($20,384,000) 4,661,000 ------------ ------------ ------------ EXPENSES Hotel operations: Rooms 4,899,000 ($ 3,969,000) 930,000 Administrative 3,101,000 ($ 2,465,000) 636,000 Marketing 2,762,000 ($ 2,311,000) 451,000 Energy 1,281,000 ($ 1,042,000) 239,000 Repair and maintenance 1,411,000 ($ 1,091,000) 320,000 Management fees 916,000 ($ 799,000) 117,000 Property taxes 738,000 ($ 626,000) 112,000 Other 917,000 ($ 601,000) 316,000 ------------ ------------ ------------ Total hotel operations 16,025,000 ($12,904,000) 3,121,000 Depreciation and other amortization 2,933,000 ($ 2,437,000) 496,000 Interest 4,350,000 ($ 3,478,000) 872,000 General and administrative 1,216,000 ($ 214,000) 1,002,000 ------------ ------------ ------------ Total expenses 24,524,000 ($19,033,000) 5,491,000 ------------ ------------ ------------ NET INCOME (LOSS) $ 521,000 ($ 1,351,000) ($ 830,000) ============ ============ ============ NET INCOME (LOSS) PER LIMITED PARTNERSHIP ASSIGNEE UNIT $ 8 ($ 22) ($ 14) ============ ============ ============ CASH DISTRIBUTIONS PER LIMITED PARTNERSHIP ASSIGNEE UNIT $ 68 ($ 35) $ 33 ============ ============ ============ METRIC PARTNERS GROWTH SUITE INVESTORS, L.P. a California Limited Partnership STATEMENT OF OPERATIONS For the Nine Months Ended September 30, 1997 Pro Forma As Adjustments Adjusted Historical (Note 1) (Note 2) ---------- -------- -------- REVENUES: Hotel operations $ 18,748,000 ($15,305,000) $ 3,443,000 Interest and other 261,000 267,000 528,000 ------------ ------------ ------------ Total revenues 19,009,000 ($15,038,000) 3,971,000 ------------ ------------ ------------ EXPENSES: Hotel operations: Rooms 3,674,000 ($ 2,947,000) 727,000 Administrative 2,140,000 ($ 1,838,000) 302,000 Marketing 1,939,000 ($ 1,572,000) 367,000 Energy 887,000 ($ 716,000) 171,000 Repair and maintenance 1,014,000 ($ 800,000) 214,000 Management fees 747,000 ($ 644,000) 103,000 Property taxes 568,000 ($ 441,000) 127,000 Other 717,000 ($ 483,000) 234,000 ------------ ------------ ------------ Total hotel operations 11,686,000 ($ 9,441,000) 2,245,000 Depreciation and other amortization 1,621,000 ($ 1,238,000) 383,000 Interest 3,248,000 ($ 2,602,000) 646,000 General and administrative 656,000 ($ 175,000) 481,000 ------------ ------------ ------------ Total expenses 17,211,000 ($13,456,000) 3,755,000 ------------ ------------ ------------ NET INCOME $ 1,798,000 ($ 1,582,000) $ 216,000 ============ ============ ============ NET INCOME PER LIMITED PARTNERSHIP ASSIGNEE UNIT $ 29 ($ 25) $ 4 ============ ============ ============ CASH DISTRIBUTIONS PER LIMITED PARTNERSHIP ASSIGNEE UNIT $ 30 ($ 30) $ 0 ============ ============ ============ -----END PRIVACY-ENHANCED MESSAGE-----