-----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, BxOVGK7FHM42KuogX3FGkJX/1ukFV2LlTYE6HzBynesoFhPf+yvvNLJhy70eXysZ daGsjwruiia9FnIiSay62A== 0000948524-98-000001.txt : 19980106 0000948524-98-000001.hdr.sgml : 19980106 ACCESSION NUMBER: 0000948524-98-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971223 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980105 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: METRIC INCOME TRUST SERIES INC CENTRAL INDEX KEY: 0000846722 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 943087630 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-18294 FILM NUMBER: 98500725 BUSINESS ADDRESS: STREET 1: ONE CALIFORNIA ST STREET 2: STE 1400 CITY: SAN FRANCISCO STATE: CA ZIP: 94111-5415 BUSINESS PHONE: 4156782000 MAIL ADDRESS: STREET 1: ONE CALIFORNIA ST STREET 2: SUITE 1400 CITY: SAN FRANCISCO STATE: CA ZIP: 94111-5415 FORMER COMPANY: FORMER CONFORMED NAME: METRIC PARTNERS HIGH INCOME FUND SERIES I INC DATE OF NAME CHANGE: 19890629 8-K 1 DECEMBER 23, 1997 FORM 8-K FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 23, 1997 -------------------------------- Date of Report (Date of earliest event reported) Metric Income Trust Series, Inc. -------------------------------- (Exact name of registrant as specified in its charter) 0-18294 California 94-3087630 ------- ---------- ---------- (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 Watts 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 income-producing real properties and investments in securities. In the normal course of its business, the registrant sold the Arlington (N. Little School Road), Texas Stop N Go Store; the San Antonio (Babcock Road), Texas Stop N Go Store; the Fontana, California Circle K Store; the Placentia, California Circle K Store; the Marietta, Georgia Circle K Store; the Fort Worth, Texas Stop N Go Store; the Grand Prairie, Texas Stop N Go Store; and the San Antonio (Fredericksburg Blvd.), Texas Stop N Go Store on December 23, 1997. TERMS OF ORIGINAL ACQUISITION On November 30, 1989 the Registrant acquired Stop N Go Store #1332 in Arlington (N. Little School Road), Texas for $962,000 including acquisition fees and other miscellaneous closing costs; Stop N Go Store #1386 in San Antonio (Babcock Road), Texas for $975,000 including acquisition fees and other miscellaneous closing costs; Circle K Store (originally Stop N Go Store #2065) in Fontana, California for $955,000 including acquisition fees and other miscellaneous closing costs; Circle K Store (originally Stop N Go Store #2375) in Placentia, California for $975,000 including acquisition fees and other miscellaneous closing costs; Circle K Store (originally Stop N Go Store #2406) in Marietta, Georgia for $1,211,000 including acquisition fees and other miscellaneous closing costs; Stop N Go Store #285 in Fort Worth, Texas for $851,000 including acquisition fees and other miscellaneous closing costs; Stop N Go Store #308 in Grand Prairie, Texas for $824,000 including acquisition fees and other miscellaneous closing costs; and Stop N Go Store #328 in San Antonio (Fredericksburg Blvd.), Texas for $959,000 including acquisition fees and other miscellaneous closing costs. TERMS OF DISPOSITION AND FINANCING The Registrant sold the sold the Arlington (N. Little School Road), Texas Stop N Go Store; the San Antonio (Babcock Road), Texas Stop N Go Store; the Fontana, California Circle K Store; the Placentia, California Circle K Store; the Marietta, Georgia Circle K Store; the Fort Worth, Texas Stop N Go Store; the Grand Prairie, Texas Stop N Go Store; and the San Antonio (Fredericksburg Blvd.), Texas Stop N Go Store on December 23, 1997. The net sales prices were $991,000, $841,000, $1,417,000, $1,417,000, $1,228,000, $636,000, $1,004,000 and $834,000, respectively. After payment of expenses of sale, the proceeds to the Registrant were $934,000, $792,000, $1,342,000, $1,341,000, $1,160,000, $594,000, $945,000 and $785,000, respectively. CARRYING AMOUNT AT DATE OF SALE For the Arlington (N. Little School Road), Texas Stop N Go Store, at the date of sale, the carrying amount of the land and improvements approximated $899,000 (including $39,000 deferred lease income receivable) and $869,000 on a book basis and tax basis, respectively. For the San Antonio (Babcock Road), Texas Stop N Go Store, at the date of sale, the carrying amount of the land and improvements approximated $922,000 (including $50,000 deferred lease income receivable) and $882,000 on a book basis and tax basis, respectively. For the Fontana, California Circle K Store, at the date of sale, the carrying amount of the land and improvements approximated $890,000 (including $56,000 deferred lease income receivable) and $845,000 on a book basis and tax basis, respectively. For the Placentia, California Circle K Store, at the date of sale, the carrying amount of the land and improvements approximated $917,000 (including $56,000 deferred lease income receivable) and $871,000 on a book basis and tax basis, respectively. For the Marietta, Georgia Circle K Store, at the date of sale, the carrying amount of the land and improvements approximated $1,169,000 (including $73,000 deferred lease income receivable) and $1,107,000 on a book basis and tax basis, respectively. For the Fort Worth, Texas Stop N Go Store, at the date of sale, the carrying amount of the land and improvements approximated $790,000 (including $38,000 deferred lease income receivable) and $762,000 on a book basis and tax basis, respectively. For the Grand Prairie, Texas Stop N Go Store, at the date of sale, the carrying amount of the land and improvements approximated $764,000 (including $40,000 deferred lease income receivable) and $733,000 on a book basis and tax basis, respectively. For the San Antonio (Fredericksburg Blvd.), Texas Stop N Go Store , at the date of sale, the carrying amount of the land and improvements approximated $902,000 (including $49,000 deferred lease income receivable) and $862,000 on a book basis and tax basis, respectively. GAIN/LOSS ON SALE For the Arlington (N. Little School Road), Texas Stop N Go Store, the gain recognized on the sale approximated $35,000 and $65,000 on a book basis and tax basis, respectively. For the San Antonio (Babcock Road), Texas Stop N Go Store, the loss recognized on the sale approximated $130,000 and $90,000 on a book basis and tax basis, respectively. For the Fontana, California Circle K Store, the gain recognized on the sale approximated $452,000 and $497,000 on a book basis and tax basis, respectively. For the Placentia, California Circle K Store, the gain recognized on the sale approximated $424,000 and $470,000 on a book basis and tax basis, respectively. For the Marietta, Georgia Circle K Store, the loss recognized on the sale approximated $9,000 and the gain recognized on the sale approximated $53,000 on a book basis and tax basis, respectively. For the Fort Worth, Texas Stop N Go Store, the loss recognized on the sale approximated $196,000 and $168,000 on a book basis and tax basis, respectively. For the Grand Prairie, Texas Stop N Go Store, the gain recognized on the sale approximated $181,000 and $212,000 on a book basis and tax basis, respectively. For the San Antonio (Fredericksburg Blvd.), Texas Stop N Go Store, the loss recognized on the sale approximated $117,000 and $77,000 on a book basis and tax basis, respectively. 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 relating to the sales of the eight stores noted above are included in this Form 8-K. (c) Exhibits Upon their receipt, the Registrant will amend its Form 8-K to include the disposition documents for the abovementioned eight stores. 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 INCOME TRUST SERIES, INC. a California Corporation By: /s/ William A. Finelli ------------------------- William A. Finelli Chief Financial Officer Date: January 5, 1998 ------------------------- Basis of Presentation Note 1. The Registrant sold eight convenience store properties (the "Properties") on December 23, 1997. Accounts related to the Properties have been eliminated and interest income has been added assuming that the net proceeds from the sale were invested at 5% per annum until distributed as presented by the pro forma adjustments. See Note 3 below. Note 2. The Registrant sold Haverty's Furniture Store located in Plano, Texas ("Haverty's") on October 21, 1997 as reported on Form 8-K dated October 21, 1997 filed on November 3, 1997. The Registrant sold five Stop N Go stores during the first nine months of 1997 as reported on Form 10-Q for the quarterly period ended September 30, 1997. The five stores were located in Clute, Sealy, Dallas, Texas City, and Arlington, Texas and were sold on February 28, March 5, March 12, March 28, and July 24, 1997 respectively. On September 26 and September 30, 1997, the Registrant sold the remainder of its investments in mortgage backed securities ("MBS") as reported on Form 10-Q for the quarterly period ended September 30, 1997. Accounts related to Haverty's, the five Stop N Go stores, and MBS have been eliminated and interest income has been added assuming that the net proceeds from the sales were invested at 5% per annum until distributed as presented by the pro forma adjustments. See Note 3 below. Note 3. The unaudited consolidated statements present the pro forma balance sheet at September 30, 1997, had the Registrant sold the Properties referred to in Note 1 and Haverty's on September 30, 1997, 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 Properties referred to in Note 1 and Haverty's, the five Stop N Go stores, and MBS referred to in Note 2 at December 31, 1995 and December 31, 1996 respectively. The unaudited consolidated 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 consolidated financial statements because the Registrant qualifies as a REIT and had distributed amounts in excess of its taxable income for the respective periods. METRIC INCOME TRUST SERIES, INC. a California Corporation PRO FORMA CONSOLIDATED BALANCE SHEET (UNAUDITED) September 30, 1997
Pro Forma Pro Forma Adjustments Adjustments Pro Forma Historical (Note 1) (Note 2) (Note 3) ---------- -------- -------- -------- ASSETS Cash $ 6,681,000 $ 7,894,000 $ 4,231,000 $ 18,806,000 Accounts and Interest Receivable 2,716,000 (375,000) -- 2,341,000 Real Estate Held for Sale 19,420,000 (6,854,000) (3,822,000) 8,744,000 Prepaid and Other Assets 149,000 (149,000) -- -- ------------ ------------ ------------ ------------ Total Assets $ 28,966,000 $ 516,000 $ 409,000 $ 29,891,000 ============ ============ ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities Dividends Payable $ 8,929,000 $ -- $ -- $ 8,929,000 Payable to Sponsor and Affiliates 8,000 -- -- 8,000 Other Accounts Payable and Accrued Liabilities 182,000 -- -- 182,000 ------------ ------------ ------------ ------------ Total Liabilities 9,119,000 -- -- 9,119,000 ------------ ------------ ------------ ------------ Shareholders' Equity Common Stock - no par value, stated at $0.001, 12,250,000 shares authorized and 6,321,641 shares issued and outstanding 6,000 -- -- 6,000 Additional Paid-in Capital 55,200,000 -- -- 55,200,000 Accumulated Dividends in Excess of Net Income (35,359,000) 516,000 409,000 (34,434,000) ------------ ------------ ------------ ------------ Total Shareholders' Equity 19,847,000 516,000 409,000 20,772,000 ------------ ------------ ------------ ------------ Total Liabilities and Shareholders' Equity $ 28,966,000 $ 516,000 $ 409,000 $ 29,891,000 ============ ============ ============ ============
METRIC INCOME TRUST SERIES, INC. a California Corporation PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) For the Nine Months Ended September 30, 1997
Pro Forma Pro Forma Adjustments Adjustments Pro Forma Historical (Note 1) (Note 2) (Note 3) ---------- ----------- ----------- --------- Revenues: Lease income $ 2,409,000 $ (745,000) $ (455,000) $ 1,209,000 Interest on mortgage-backed securities 401,000 -- (401,000) -- Interest and other income 155,000 147,000 235,000 537,000 Gain on sale of mortgage-backed securities - net 226,000 -- (226,000) -- ----------- ----------- ----------- ----------- Total Revenues 3,191,000 (598,000) (847,000) 1,746,000 ----------- ----------- ----------- ----------- Expenses: Depreciation 128,000 -- (51,257) 76,743 General and administrative 463,000 (44,000) (65,000) 354,000 Impairment provision for real estate held for sale 1,647,000 -- -- 1,647,000 ----------- ----------- ----------- ----------- Total Expenses 2,238,000 (44,000) (116,257) 2,077,743 ----------- ----------- ----------- ----------- Income before Net Gain on Sale of Properties 953,000 (554,000) (730,743) (331,743) Gain on Sale of Properties - Net 105,000 -- (105,000) -- ----------- ----------- ----------- ----------- Net Income $ 1,058,000 $ (554,000) $ (835,743) $ (331,743) =========== =========== =========== =========== Net Income per Share Income before net gain on sale of properties $ 0.15 $ (0.09) $ (0.12) $ (0.06) Gain on sale of properties - net 0.02 -- (0.02) -- ----------- ----------- ----------- ----------- Net Income per Share $ 0.17 $ (0.09) $ (0.14) $ (0.06) =========== =========== =========== =========== Dividends per Share $ 2.04 $ 1.16 $ 0.49 $ 3.69 =========== =========== =========== ===========
METRIC INCOME TRUST SERIES, INC. a California Corporation PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) For the Year Ended December 31, 1996
Pro Forma Pro Forma Adjustments Adjustments Pro Forma Historical (Note 1) (Note 2) (Note 3) ---------- ----------- ----------- --------- Revenues: Lease income $ 4,109,000 $ (993,000) $ (833,000) $ 2,283,000 Interest on mortgage-backed securities 611,000 -- (611,000) -- Interest and other income 166,000 147,000 263,000 576,000 ----------- ----------- ----------- ----------- Total Revenues 4,886,000 (846,000) (1,181,000) 2,859,000 ----------- ----------- ----------- ----------- Expenses (including $467,000 paid or payable to advisor and affiliates in 1996): Depreciation 397,000 (64,000) (135,514) 197,486 General and administrative 697,000 (56,000) (104,000) 537,000 ----------- ----------- ----------- ----------- Total Expenses 1,094,000 (120,000) (239,514) 734,486 ----------- ----------- ----------- ----------- Income before Gain on Sale of Property 3,792,000 (726,000) (941,486) 2,124,514 Gain on Sale of Properties - Net 760,000 -- -- 760,000 ----------- ----------- ----------- ----------- Net Income $ 4,552,000 $ (726,000) $ (941,486) $ 2,884,514 =========== =========== =========== =========== Net Income per Share Income before gain on sale of properties $ 0.60 $ (0.11) $ (0.15) $ 0.34 Gain on sale of properties - net 0.12 -- -- 0.12 ----------- ----------- ----------- ----------- Net Income per Share $ 0.72 $ (0.11) $ (0.15) $ 0.46 =========== =========== =========== =========== Dividends per Share $ 2.08 $ 1.12 $ 1.88 $ 5.08 =========== =========== =========== ===========
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