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
<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 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.
<PAGE>
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.
<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: January 5, 1998
-------------------------
<PAGE>
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.
<PAGE>
<TABLE>
METRIC INCOME TRUST SERIES, INC.
a California Corporation
PRO FORMA CONSOLIDATED BALANCE SHEET (UNAUDITED)
September 30, 1997
<CAPTION>
Pro Forma Pro Forma
Adjustments Adjustments Pro Forma
Historical (Note 1) (Note 2) (Note 3)
---------- -------- -------- --------
<S> <C> <C> <C> <C>
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
============ ============ ============ ============
</TABLE>
<PAGE>
<TABLE>
METRIC INCOME TRUST SERIES, INC.
a California Corporation
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
For the Nine Months Ended September 30, 1997
<CAPTION>
Pro Forma Pro Forma
Adjustments Adjustments Pro Forma
Historical (Note 1) (Note 2) (Note 3)
---------- ----------- ----------- ---------
<S> <C> <C> <C> <C>
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
=========== =========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
METRIC INCOME TRUST SERIES, INC.
a California Corporation
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
For the Year Ended December 31, 1996
<CAPTION>
Pro Forma Pro Forma
Adjustments Adjustments Pro Forma
Historical (Note 1) (Note 2) (Note 3)
---------- ----------- ----------- ---------
<S> <C> <C> <C> <C>
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
=========== =========== =========== ===========
</TABLE>
