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
March 3, 1998
-------------
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
<PAGE>
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 Pearle Express store in Morrow, Georgia on March 3, 1998.
TERMS OF ORIGINAL ACQUISITION
On November 29, 1989 the Registrant acquired the Pearle Express store in Morrow,
Georgia for $1,172,000 including acquisition fees and other miscellaneous
closing costs
TERMS OF DISPOSITION AND FINANCING
The Registrant sold the sold the Pearle Express store in Morrow, Georgia on
March 3, 1998. The sales price was $1,005,000. After payment of expenses of
sale, the proceeds to the Registrant were $902,000.
CARRYING AMOUNT AT DATE OF SALE
The carrying amount of the land and improvements approximated $916,000 (net of a
$42,000 provision for impairment of value recognized in 1997) and $997,000 on a
book basis and tax basis, respectively.
GAIN/LOSS ON SALE
The loss recognized on the sale approximated $14,000 and $95,000 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 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 property.
<PAGE>
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: March 13, 1998
---------------------------
<PAGE>
Basis of Presentation
Note 1.
The Registrant sold the Pearle Express Store located in Morrow, Georgia
("Pearle") on March 3, 1998. Accounts related to Pearle 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 2 below.
Note 2.
The unaudited consolidated statements present the pro forma balance sheet at
December 31, 1997, had the Registrant sold Pearle on December 31, 1997, and the
pro forma statement of operations for the year ended December 31, 1997 had the
Registrant sold Pearle on December 31, 1996. The unaudited consolidated
statements also present the historical Balance Sheet at December 31, 1997 and
the historical Statement of Operations for the year ended December 31, 1997.
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
year ending December 31, 1997.
<PAGE>
<TABLE>
METRIC INCOME TRUST SERIES, INC.
a California Corporation
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
For the Year Ended December 31, 1997
<CAPTION>
Pro Forma
Adjustments Pro Forma
Historical (Note 1) (Note 2)
----------- ----------- -----------
<S> <C> <C> <C>
Revenues:
Lease income $ 3,052,000 $ (118,000) $ 2,934,000
Interest on mortgage-backed securities 401,000 -- 401,000
Interest and other income 275,000 17,000 292,000
Gain on sale of mortgage-backed securities - net 226,000 -- 226,000
----------- ----------- -----------
Total Revenues 3,954,000 (101,000) 3,853,000
----------- ----------- -----------
Expenses (including $389,000 paid or payable to
advisor and affiliates in 1997):
Depreciation 128,000 (14,000) 114,000
General and administrative 856,000 (8,000) 848,000
Impairment provision for real estate held for sale 42,000 (42,000) --
----------- ----------- -----------
Total Expenses 1,026,000 (64,000) 962,000
----------- ----------- -----------
Income before Gain on Sale of Property 2,928,000 (37,000) 2,891,000
Loss on Sale of Properties - Net (469,000) -- (469,000)
----------- ----------- -----------
Net Income $ 2,459,000 $ (37,000) $ 2,422,000
=========== =========== ===========
Net Income per Share
Income before loss on sale of properties $ 0.46 $ (0.01) $ 0.45
Loss on sale of properties - net (0.07) -- (0.07)
----------- ----------- -----------
Net Income per Share $ 0.39 $ (0.01) $ 0.38
=========== =========== ===========
Dividends per Share $ 4.79 $ 0.13 $ 4.92
=========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
METRIC INCOME TRUST SERIES, INC.
a California Corporation
PRO FORMA CONSOLIDATED BALANCE SHEET (UNAUDITED)
December 31, 1997
<CAPTION>
Pro Forma
Adjustments Pro Forma
Historical (Note 1) (Note 2)
------------ ------------ ------------
<S> <C> <C> <C>
ASSETS
Cash $ 19,762,000 $ 902,000 $ 20,664,000
Accounts and Interest Receivable 65,000 -- 65,000
Real Estate Held for Sale 1,744,000 (916,000) 828,000
Prepaid and Other Assets 54,000 -- 54,000
------------ ------------ ------------
Total Assets $ 21,625,000 $ (14,000) $ 21,611,000
============ ============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Dividends Payable $ 17,385,000 -- $ 17,385,000
Payable to Sponsor and Affiliates 50,000 -- 50,000
Other Accounts Payable and Accrued Liabilities 326,000 -- 326,000
------------ ------------ ------------
Total Liabilities 17,761,000 -- 17,761,000
------------ ------------ ------------
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 (51,342,000) (14,000) (51,356,000)
------------ ------------ ------------
Total Shareholders' Equity 3,864,000 (14,000) 3,850,000
------------ ------------ ------------
Total Liabilities and Shareholders' Equity $ 21,625,000 $ (14,000) $ 21,611,000
============ ============ ============
</TABLE>
