-----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, FacIljioCgNpOtItRdAuE8XgIGLGBxdx1wIr5IvQmmQz39SqDnQyqI3dkUup8jfv woAZOOUSJ2QXvAgqGq1e6Q== 0000948524-96-000028.txt : 19960725 0000948524-96-000028.hdr.sgml : 19960725 ACCESSION NUMBER: 0000948524-96-000028 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960625 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960709 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: METRIC INCOME TRUST SERIES INC CENTRAL INDEX KEY: 0000846722 STANDARD INDUSTRIAL CLASSIFICATION: 6798 IRS NUMBER: 943087630 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18294 FILM NUMBER: 96592394 BUSINESS ADDRESS: STREET 1: 1 CALIFORNIA ST STE 1400 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4153787000 FORMER COMPANY: FORMER CONFORMED NAME: METRIC PARTNERS HIGH INCOME FUND SERIES I INC DATE OF NAME CHANGE: 19890629 8-K 1 JUNE 25, 1996 8K 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 June 25, 1996 ------------------------------- 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 Number) Jurisdiction of Identification 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 Sam's Club located in Menomonee Falls, Wisconsin on June 25, 1996. TERMS OF ORIGINAL ACQUISITION On May 11, 1990 the Registrant acquired the Sam's Club in Menomonee Falls, Wisconsin for $4,865,000, including acquisition fees and other miscellaneous closing costs. TERMS OF DISPOSITION AND FINANCING The Registrant sold the Sam's Club (the "Property") on June 25, 1996. The net sales price was $4,910,000. After payment of estimated expenses of sale, the proceeds to the Registrant are approximately $4,709,000. Of that amount, $108,000 was deposited into an escrow account to secure payment for construction work to be completed by the tenant at the Property. CARRYING AMOUNT AT DATE OF SALE At the date of sale, the carrying amount of the land and improvements was approximately $4,135,000 for financial statement purposes. The carrying amount was approximately $4,250,000 for tax reporting purposes. GAIN ON SALE Under the accrual method of accounting, the estimated gain to be recognized in the second quarter of 1996 from the sale of the Sam's Club is approximately $574,000. Under the tax method of accounting, the estimated gain is approximately $459,000. 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 relating to the sale of the Sam's Club are included in this Form 8-K. (c) Exhibits. Upon their receipt, Registrant will amend its Form 8-K to include the disposition documents for Sam's Club. METRIC INCOME TRUST SERIES, INC. a California Corporation PRO FORMA CONSOLIDATED BALANCE SHEET (UNAUDITED) March 31, 1996
Pro Forma Adjustments Pro Forma Historical (Note 1) (Note 2) ------------ ------------ ------------ ASSETS Cash and Cash Equivalents $ 929,000 $ 4,601,000 $ 5,530,000 Accounts and Interest Receivable 505,000 0 505,000 Investment in Mortgage-Backed Securities - Net 8,178,000 0 8,178,000 Rental Properties 30,889,000 0 30,889,000 Accumulated Depreciation (2,919,000) 0 (2,919,000) ------------ ------------ ------------ Properties and Improvements - Net 27,970,000 0 27,970,000 Real Estate Held for Sale 4,135,000 (4,135,000) 0 Prepaid and Other Assets 5,000 108,000 113,000 ------------ ------------ ------------ Total Assets $ 41,722,000 $ 574,000 $ 42,296,000 ============ ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities Dividends Payable $ 1,264,000 0 $ 1,264,000 Payable to Sponsor and Affiliates 83,000 0 83,000 Other Accounts Payable and Accrued Liabilities 203,000 0 203,000 ------------ ------------ ------------ Total Liabilities 1,550,000 0 1,550,000 ------------ ------------ ------------ 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 0 6,000 Additional Paid-in Capital 55,200,000 0 55,200,000 Accumulated Dividends in Excess of Net Income (15,219,000) 574,000 (14,645,000) Unrealized Holding Gain on Investment in Mortgage-Backed Securities - Net 185,000 0 185,000 ------------ ------------ ------------ Total Shareholders' Equity 40,172,000 574,000 40,746,000 ------------ ------------ ------------ Total Liabilities and Shareholders' Equity $ 41,722,000 $ 574,000 $ 42,296,000 ============ ============ ============
METRIC INCOME TRUST SERIES, INC. a California Corporation PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) For the Year Ended December 31, 1995
Pro Forma Adjustments Pro Forma Historical (Note 1) (Note 2) ---------- ---------- ---------- Revenues: Lease income $4,300,000 ($ 524,000) $3,776,000 Interest on mortgage-backed securities 702,000 0 702,000 Interest and other income 138,000 86,000 224,000 Gain on sale of mortgage-backed securities - net 16,000 0 16,000 ---------- ---------- ---------- Total Revenues 5,156,000 (438,000) 4,718,000 ---------- ---------- ---------- Expenses (including $454,000 paid or payable to advisor and affiliates in 1995): Depreciation 652,000 (101,000) 551,000 General and administrative 700,000 0 700,000 ---------- ---------- ---------- Total Expenses 1,352,000 (101,000) 1,251,000 ---------- ---------- ---------- Income before Gain on Sale of Property 3,804,000 (337,000) 3,467,000 Gain on Sale of Property 126,000 0 126,000 ---------- ---------- ---------- Net Income $3,930,000 ($ 337,000) $3,593,000 ========== ========== ========== Net Income per Share Income before gain on sale of property $ 0.60 ($ 0.05) $ 0.55 Gain on sale of property 0.02 0 0.02 ---------- ---------- ---------- Net Income per Share $ 0.62 ($ 0.05) $ 0.57 ========== ========== ========== Dividends per Share $ 1.26 $ 0.64 $ 1.90 ========== ========== ==========
METRIC INCOME TRUST SERIES, INC. a California Corporation PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) For the Three Months Ended March 31, 1996
Pro Forma Adjustments Pro Forma Historical (Note 1) (Note 2) ---------- ---------- ---------- Revenues: Lease income $1,126,000 ($ 147,000) $ 979,000 Interest on mortgage-backed securities 168,000 0 168,000 Interest and other income 7,000 58,000 65,000 ---------- ---------- ---------- Total Revenues 1,301,000 (89,000) 1,212,000 ---------- ---------- ---------- Expenses: Depreciation 135,000 0 135,000 General and administrative 174,000 0 174,000 ---------- ---------- ---------- Total Expenses 309,000 0 309,000 ---------- ---------- ---------- Net Income $ 992,000 ($ 89,000) $ 903,000 ========== ========== ========== Net Income per Share $ 0.16 ($ 0.01) $ 0.15 ========== ========== ========== Dividends per Share $ 0.20 $ 0.70 $ 0.90 ========== ========== ==========
Basis of Presentation Note 1. The Registrant sold the Sam's Club (the "Property") on June 25, 1996. Accounts related to the Property have been eliminated and interest income has been added assuming that the net proceeds from the sale were invested at 5% per annum until the net proceeds from the sale were distributed as presented by the pro forma adjustments. See Note 2 below. Note 2. The unaudited consolidated statements present the pro forma balance sheet at March 31, 1996, had the Registrant sold the Property on March 31, 1996, and the pro forma statements of operations for the year ended December 31, 1995 and for the three months ended March 31, 1996, had the Registrant sold the Property at December 31, 1994 and December 31, 1995, 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. 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/ Margot M. Giusti ------------------------ Margot M. Giusti Chief Financial Officer Date: July 9, 1996 ------------ -----END PRIVACY-ENHANCED MESSAGE-----