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
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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
<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
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.
<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 9, 1998
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<PAGE>
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.
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<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)
---------- -------- -------- --------
ASSETS
<S> <C> <C> <C> <C>
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
============ ============ ============ ============
</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, 1996
<CAPTION>
Pro Forma Pro Forma
Adjustments Adjustments Pro Forma
Historical (Note 1) (Note 2) (Note 3)
---------- -------- -------- -------
Revenues:
<S> <C> <C> <C> <C>
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
================ ================ =============== ===============
</TABLE>
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<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)
---------- -------- -------- -------
Revenues:
<S> <C> <C> <C> <C>
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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