-----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, MNkZrHzBfbulZl9E0FsMJBqAXxEnFv/VnYHjm/EUAnU2ZyHU3V58iGHPQEl01S4N ODT/V8RbGVwE65taXMP5MQ== 0000948524-98-000006.txt : 19980112 0000948524-98-000006.hdr.sgml : 19980112 ACCESSION NUMBER: 0000948524-98-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971230 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980109 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: 98503832 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 30, 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 30, 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 Wickes Furniture Store in Torrance, California on December 30, 1997. TERMS OF ORIGINAL ACQUISITION On January 11, 1990 the Registrant acquired Wickes Furniture Store in Torrance, California for $9,540,000 including acquisition fees and other miscellaneous closing costs. TERMS OF DISPOSITION AND FINANCING The Registrant sold Wickes Furniture Store in Torrance, California on December 30, 1997. The net sales price was $7,550,000. After payment of expenses of sale, the proceeds to the Registrant were $7,295,000 CARRYING AMOUNT AT DATE OF SALE At the date of sale, the carrying amount of the land and improvements approximated $8,846,000 (including $241,000 deferred lease income receivable) and $8,800,000 on a book basis and tax basis, respectively. LOSS ON SALE The loss recognized on the sale approximated $1,551,000 and $1,505,000 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 sale of Wickes Furniture Store 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 above-mentioned store. 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 9, 1998 ----------------------- Basis of Presentation Note 1. The Registrant sold Wickes Furniture Store located in Torrance, California ("Wickes") on December 30, 1997. Accounts related to Wickes 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 eight Stop N Go and Circle K stores on December 23, 1997 as reported on Form 8-K dated December 23, 1997 filed on January 5, 1998. Two of the stores were located in San Antonio, Texas. The remaining stores were located in Arlington, Forth Worth, and Grand Prairie, Texas; Fontana, and Placentia, California; and Marietta, Georgia. 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 in 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 the above 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 Wickes, the eight Stop N Go and Circle K stores sold December 23, 1997, 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 all properties and MBS referred to in Note 1 and 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 $ 7,295,000 $12,125,000 $26,101,000 Accounts and Interest Receivable 2,716,000 (221,000) (375,000) 2,120,000 Real Estate Held for Sale 19,420,000 (7,000,000) (10,676,000) 1,744,000 Prepaid and Other Assets 149,000 (149,000) - ------------ ------------ ------------ ------------ Total Assets $28,966,000 $ 74,000 $ 925,000 $29,965,000 ============ ============ ============ ============ 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) 74,000 925,000 (34,360,000) ------------ ------------ ------------ ------------ Total Shareholders' Equity 19,847,000 74,000 925,000 20,846,000 ------------ ------------ ------------ ------------ Total Liabilities and Shareholders' Equity $28,966,000 $ 74,000 $ 925,000 $29,965,000 ============ ============ ============ ============
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 $ (1,373,000) $ (1,826,000) $ 910,000 Interest on mortgage-backed securities 611,000 - (611,000) - Interest and other income 166,000 136,000 410,000 712,000 ---------------- ---------------- --------------- --------------- Total Revenues 4,886,000 (1,237,000) (2,027,000) 1,622,000 ---------------- ---------------- --------------- --------------- Expenses (including $467,000 paid or payable to advisor and affiliates in 1996): Depreciation 397,000 (125,000) (200,000) 72,000 General and administrative 697,000 (63,000) (160,000) 474,000 ---------------- ---------------- --------------- --------------- Total Expenses 1,094,000 (188,000) (360,000) 546,000 ---------------- ---------------- --------------- --------------- Income before Gain on Sale of Property 3,792,000 (1,049,000) (1,667,000) 1,076,000 Gain on Sale of Properties - Net 760,000 - - 760,000 ---------------- ---------------- --------------- --------------- Net Income $ 4,552,000 $ (1,049,000) $ (1,667,000) $ 1,836,000 ================ ================ =============== =============== Net Income per Share Income before gain on sale of properties $ 0.60 $ (0.17) $ (0.26) $ 0.17 Gain on sale of properties - net 0.12 - - 0.12 ---------------- ---------------- --------------- --------------- Net Income per Share $ 0.72 $ (0.17) $ (0.26) $ 0.29 ================ ================ =============== =============== Dividends per Share $ 2.08 $ 0.97 $ 3.00 $ 6.05 ================ ================ =============== ===============
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 $ (1,030,000) $ (1,200,000) $ 179,000 Interest on mortgage-backed securities 401,000 - (401,000) - Interest and other income 155,000 136,000 382,000 673,000 Gain on sale of mortgage-backed securities-net 226,000 - (226,000) - ---------------- ---------------- --------------- --------------- Total Revenues 3,191,000 (894,000) (1,445,000) 852,000 ---------------- ---------------- --------------- --------------- Expenses: Depreciation 128,000 (62,000) (51,000) 15,000 General and administrative 463,000 (42,000) (109,000) 312,000 Impairment provision for real estate held for sale 1,647,000 (1,605,000) - 42,000 ---------------- ---------------- --------------- --------------- Total Expenses 2,238,000 (1,709,000) (160,000) 369,000 ---------------- ---------------- --------------- --------------- Income before Net Gain on Sale of Properties 953,000 815,000 (1,285,000) 483,000 Gain on Sale of Properties - Net 105,000 - (105,000) - ---------------- ---------------- --------------- --------------- Net Income $ 1,058,000 $ 815,000 $ (1,390,000) $ 483,000 ================ ================ =============== =============== Net Income per Share Income before net gain on sale of properties $ 0.15 $ (0.13) $ (0.20) $ 0.08 Gain on sale of properties - net 0.02 - (0.02) - ---------------- ---------------- --------------- --------------- Net Income per Share $ 0.17 $ (0.13) $ (0.22) $ 0.08 ================ ================ =============== =============== Dividends per Share $ 2.04 $ 1.02 $ 1.65 $ 4.71 =============== ================ =============== ===============
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