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
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Date of Report
(Date of earliest event reported)
Metric Income Trust Series, Inc.
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(Exact name of registrant as
specified in its charter)
0-18294 California 94-3087630
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(Registration (State or Other (IRS Employer
File Number) Jurisdiction of Identification
Incorporation) Number)
One California Street, San Francisco, California 94111-5415
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(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
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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.
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<TABLE>
METRIC INCOME TRUST SERIES, INC.
a California Corporation
PRO FORMA CONSOLIDATED BALANCE SHEET (UNAUDITED)
March 31, 1996
<CAPTION>
Pro Forma
Adjustments Pro Forma
Historical (Note 1) (Note 2)
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<S> <C> <C> <C>
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)
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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
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Total Assets $ 41,722,000 $ 574,000 $ 42,296,000
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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
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Total Liabilities 1,550,000 0 1,550,000
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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
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Total Shareholders' Equity 40,172,000 574,000 40,746,000
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Total Liabilities and Shareholders' Equity $ 41,722,000 $ 574,000 $ 42,296,000
============ ============ ============
</TABLE>
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<TABLE>
METRIC INCOME TRUST SERIES, INC.
a California Corporation
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
For the Year Ended December 31, 1995
<CAPTION>
Pro Forma
Adjustments Pro Forma
Historical (Note 1) (Note 2)
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<S> <C> <C> <C>
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
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Total Revenues 5,156,000 (438,000) 4,718,000
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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
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Total Expenses 1,352,000 (101,000) 1,251,000
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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
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Net Income $3,930,000 ($ 337,000) $3,593,000
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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
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Net Income per Share $ 0.62 ($ 0.05) $ 0.57
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Dividends per Share $ 1.26 $ 0.64 $ 1.90
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</TABLE>
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<TABLE>
METRIC INCOME TRUST SERIES, INC.
a California Corporation
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
For the Three Months Ended March 31, 1996
<CAPTION>
Pro Forma
Adjustments Pro Forma
Historical (Note 1) (Note 2)
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<S> <C> <C> <C>
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
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Total Revenues 1,301,000 (89,000) 1,212,000
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Expenses:
Depreciation 135,000 0 135,000
General and administrative 174,000 0 174,000
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Total Expenses 309,000 0 309,000
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Net Income $ 992,000 ($ 89,000) $ 903,000
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Net Income per Share $ 0.16 ($ 0.01) $ 0.15
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Dividends per Share $ 0.20 $ 0.70 $ 0.90
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</TABLE>
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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.
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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
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Margot M. Giusti
Chief Financial Officer
Date: July 9, 1996
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